Form 4: Hanesbrands Director Converts Shares in Gildan Merger

Hanesbrands Director Colin Browne disposed of all Hanesbrands common stock and restricted stock units following the merger with Gildan Activewear Inc.

Summary

• Colin Browne, a Director of Hanesbrands Inc. (HBI), reported the disposition of all his Hanesbrands common stock and restricted stock units (RSUs) on December 1, 2025.
• The transactions occurred pursuant to the Agreement and Plan of Merger dated August 13, 2025, between Hanesbrands Inc. and Gildan Activewear Inc.
• Each share of Hanesbrands common stock was converted into the right to receive 0.102 common shares of Gildan and $0.80 in cash, without interest.
• A total of 19,634 shares of common stock were disposed of, followed by another 18,630 shares, resulting in 0 shares beneficially owned after the transactions.
• All outstanding Hanesbrands RSUs, whether vested or unvested, were converted into Gildan restricted stock units based on an Equity Award Exchange Ratio.
• The Equity Award Exchange Ratio is the sum of 0.102 and the quotient of $0.80 divided by the 20-day volume-weighted average trading price of Gildan Common Shares prior to the merger closing.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed, mandatory transaction resulting from a merger, thus it carries a neutral sentiment regarding new operational performance or strategic shifts beyond the merger itself.

Positives

• The merger provides Hanesbrands shareholders with a combination of cash and shares in Gildan Activewear Inc., offering immediate liquidity and continued equity participation in the combined entity.
• The conversion of Hanesbrands RSUs to Gildan RSUs ensures continuity of equity incentives for management within the new corporate structure.

Negatives

• Hanesbrands Inc. common stock is no longer independently traded, as it has been converted into Gildan shares and cash, ending direct investment in HBI as a standalone entity.

Risks

• The value of the Gildan Common Shares received in the merger is subject to market fluctuations, potentially impacting the overall return for former Hanesbrands shareholders.
• The Equity Award Exchange Ratio for RSUs depends on the average trading price of Gildan Common Shares, introducing variability in the final number of Gildan RSUs received.

Future Outlook

The filing primarily reports a completed transaction resulting from a merger and does not provide forward-looking statements or guidance for the combined entity.

Industry Context

This merger represents a significant consolidation within the apparel and activewear industry, combining two major players. Such strategic moves are often driven by desires for increased market share, operational efficiencies, and expanded product portfolios in a competitive global market.

Comparison to Industry Standards

• Mergers and acquisitions are common strategies in mature industries like apparel to achieve scale and synergy. The combination of Hanesbrands and Gildan creates a larger entity with potentially enhanced competitive positioning against global brands such as Nike, Adidas, and Under Armour, particularly in the basics and activewear segments.
• The structure of the deal, involving both cash and stock, is a standard approach to provide shareholders with immediate value while allowing participation in the future growth of the combined company, similar to other large-scale industry mergers.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of Hanesbrands Inc. received a combination of cash and Gildan Activewear Inc. common shares, transitioning their investment from Hanesbrands to Gildan.
• Employees holding Hanesbrands RSUs had their equity awards converted into Gildan RSUs, maintaining their incentive alignment with the new parent company.

Next Steps

• Former Hanesbrands shareholders now hold Gildan Common Shares and cash, and former Hanesbrands RSU holders now hold Gildan RSUs, subject to their original terms and conditions.

Key Dates

Keywords

Hanesbrands Inc., Gildan Activewear Inc., Merger Agreement, Form 4, Insider Transaction, Common Stock, Restricted Stock Units, Corporate Governance, Apparel Industry