Form 4: Hanesbrands Director Disposes Shares in Gildan Merger

Hanesbrands Director Franck J. Moison disposed of common stock and restricted stock units as part of the merger with Gildan Activewear Inc. on December 1, 2025.

Summary

• Reporting Person Franck J. Moison, a Director of Hanesbrands Inc., reported a disposition of securities.
• The transaction date for the disposition is December 1, 2025.
• Moison disposed of 101,429 shares of Hanesbrands Common Stock.
• Moison also disposed of 18,630 Hanesbrands Restricted Stock Units (RSUs).
• These dispositions were made 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.
• Each outstanding Hanesbrands RSU was converted into a Gildan RSU, with the number of Gildan Common Shares subject to it determined by an Equity Award Exchange Ratio.
• The Equity Award Exchange Ratio is calculated as 0.102 plus 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 planned insider transaction related to a merger. It does not contain new positive or negative operational news, but rather confirms the mechanics of a significant corporate action.

Positives

• The filing confirms the execution of the merger agreement, providing Hanesbrands shareholders with a combination of Gildan shares and cash, potentially offering diversification and liquidity.
• The transaction is pre-planned under a Rule 10b5-1 plan, indicating orderly execution of corporate actions.

Negatives

• The filing does not present any explicit negative information regarding the company's operations or financial health.

Risks

• The filing, being a Form 4, does not detail specific risks. Risks associated with the merger itself would have been disclosed in prior merger-related filings.

Future Outlook

The filing indicates a planned disposition of securities by Director Franck J. Moison on December 1, 2025, pursuant to the previously announced merger agreement between Hanesbrands Inc. and Gildan Activewear Inc. This transaction is made under a Rule 10b5-1 plan, confirming the future execution of the merger terms for this insider.

Industry Context

This filing reflects a significant consolidation event in the apparel industry, with Hanesbrands Inc. merging with Gildan Activewear Inc. Such mergers typically lead to changes in market dynamics, competitive landscape, and supply chain structures within the sector.

Related Party Transactions

• Director Franck J. Moison disposed of 101,429 shares of common stock and 18,630 restricted stock units of Hanesbrands Inc. as part of the merger with Gildan Activewear Inc. on December 1, 2025. This transaction is considered a related party transaction due to the reporting person's role as a director.

Stakeholder Impact

• Shareholders: Hanesbrands shareholders will have their common stock converted into a combination of Gildan shares and cash, altering their investment profile.
• Management: Director Franck J. Moison's beneficial ownership in Hanesbrands will cease, being replaced by an interest in Gildan (shares and RSUs) and cash, reflecting the merger's impact on executive holdings.

Key Dates

Keywords

Hanesbrands, HBI, Gildan, Merger, Form 4, Insider Transaction, Stock Disposition, Restricted Stock Units, Corporate Action