Form 4: Hanesbrands Exec Sells Shares Post-Gildan Merger

Hanesbrands Inc. President Joseph W. Cavaliere disposed of common stock and converted restricted stock units following the merger with Gildan Activewear Inc.

Summary

• Joseph W. Cavaliere, President, Innerwear Global of Hanesbrands Inc., reported changes in beneficial ownership of Hanesbrands common stock and restricted stock units.
• The transactions occurred on December 1, 2025, as a result of the Agreement and Plan of Merger dated August 13, 2025, between Hanesbrands Inc. and Gildan Activewear Inc.
• Cavaliere disposed of a total of 902,252 shares of Hanesbrands Common Stock (270,209 shares and then 632,043 shares), resulting in 0 shares beneficially owned directly after the transactions.
• Each share of Hanesbrands Common Stock was converted into the right to receive 0.102 common shares of Gildan Activewear Inc. and $0.80 in cash, without interest.
• All outstanding Hanesbrands Restricted Stock Units (RSUs), whether vested or unvested, were converted into Gildan Restricted Stock Units (RSUs).
• The number of Gildan Common Shares subject to each Gildan RSU was determined by multiplying the original Hanesbrands RSU share count by an 'Equity Award Exchange Ratio,' rounded down to the nearest whole number.
• The 'Equity Award Exchange Ratio' is calculated as 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 on the NYSE, ending two trading days prior to the merger closing.

Sentiment

Score: 6

Explanation: The filing reports a mandatory transaction due to a merger, which is a significant corporate event. For the reporting person, the conversion of holdings into cash and shares of the acquiring company is a standard, expected outcome of such an event, indicating a structured and orderly transition of equity interests.

Positives

• The reporting person received consideration, including Gildan Activewear Inc. shares and cash, for their Hanesbrands common stock holdings.
• Restricted stock units were preserved and converted into Gildan Activewear Inc. RSUs, maintaining the equity incentive for the reporting person within the new combined entity.

Negatives

• The reporting person no longer directly owns Hanesbrands Inc. common stock following the merger transactions.

Future Outlook

This filing is a report of a completed transaction and does not contain forward-looking statements or guidance from Hanesbrands Inc. or Gildan Activewear Inc.

Industry Context

This filing reports an insider transaction related to the merger of Hanesbrands Inc. with Gildan Activewear Inc., a significant consolidation event within the apparel and textile industry.

Stakeholder Impact

• Shareholders of Hanesbrands Inc. received a combination of Gildan Common Shares and cash for their Hanesbrands Common Stock.
• Employees holding Hanesbrands Restricted Stock Units (RSUs) had their equity awards converted into Gildan Restricted Stock Units, preserving their incentive structure within the new combined entity.

Key Dates

Keywords

Hanesbrands, Gildan Activewear, merger, Form 4, insider transaction, stock disposal, restricted stock units, equity award, common stock