Form 4: Hanesbrands Director Disposes Shares in Gildan Merger

Hanesbrands director William S. Simon disposed of common stock and restricted stock units as part of the company's merger with Gildan Activewear Inc.

Summary

• Director William S. Simon reported changes in beneficial ownership of Hanesbrands Inc. common stock and restricted stock units.
• The transactions occurred on December 1, 2025, pursuant to the Agreement and Plan of Merger dated August 13, 2025, between Hanesbrands Inc. and Gildan Activewear Inc.
• Simon disposed of 59,773 shares of Hanesbrands Common Stock, which were converted into 0.102 common shares of Gildan and $0.80 in cash per Hanesbrands share.
• An additional 18,630 shares of Hanesbrands Common Stock were also disposed of under the same merger terms.
• All outstanding Hanesbrands Restricted Stock Units (RSUs), whether vested or unvested, were converted into Gildan Restricted Stock Units.
• The number of Gildan Common Shares subject to each Gildan RSU was determined by multiplying the number of shares of Hanesbrands Common Stock subject to such Hanesbrands RSU by the Equity Award Exchange Ratio.
• The Equity Award Exchange Ratio is calculated as the sum of 0.102 and the quotient of $0.80 divided by the average of the volume-weighted average trading prices of Gildan Common Shares on the NYSE over the 20 consecutive trading days ending two trading days prior to the merger closing.

Sentiment

Score: 5

Explanation: This is a factual report of a director's transaction following a merger, providing no new operational or financial performance data to indicate positive or negative sentiment beyond the mechanics of the transaction itself.

Positives

• Hanesbrands shareholders received a combination of cash ($0.80 per share) and Gildan Activewear Inc. common shares (0.102 shares per Hanesbrands share) as part of the merger consideration.
• Restricted stock units were converted into equivalent Gildan RSUs, maintaining equity incentives for holders post-merger.

Negatives

• Hanesbrands Inc. ceased to exist as an independent publicly traded entity following the merger.
• Director William S. Simon no longer holds direct beneficial ownership of Hanesbrands common stock.

Future Outlook

The future outlook for former Hanesbrands shareholders is now tied to the performance and strategic direction of Gildan Activewear Inc., which has acquired Hanesbrands.

Industry Context

This merger represents a significant consolidation within the apparel and textile industry, potentially leading to increased market share and operational synergies for the combined entity, Gildan Activewear Inc. It reflects a trend of larger players acquiring competitors to enhance scale and efficiency.

Comparison to Industry Standards

• The merger consideration, a mix of cash and stock, is a common structure for acquisitions in the consumer goods and apparel sector, allowing target shareholders to participate in the future upside of the acquiring company while receiving immediate liquidity.
• The conversion of restricted stock units into equivalent awards of the acquiring company is standard practice to ensure continuity of employee incentives post-merger.
• Specific comparable companies or projects are not detailed in this Form 4, which focuses on an insider transaction post-merger.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders (Hanesbrands): Received a combination of cash and Gildan shares, transitioning their investment from Hanesbrands to Gildan.
• Employees (Hanesbrands): Will be integrated into Gildan's organizational structure, potentially facing changes in roles, reporting lines, and benefits.
• Customers & Suppliers (Hanesbrands): May experience changes in product offerings, supply chain management, and business relationships as Hanesbrands integrates with Gildan.

Next Steps

• Integration of Hanesbrands' operations and brands into Gildan Activewear Inc.
• Former Hanesbrands shareholders will now hold Gildan Common Shares and will be subject to Gildan's corporate governance and financial performance.

Key Dates

Keywords

Hanesbrands, Gildan Activewear, Merger, Acquisition, Form 4, Insider Transaction, Director, Common Stock, Restricted Stock Units, Equity Award Exchange Ratio, Share Conversion, Cash Consideration