Form 4: Hanesbrands Executive Completes Merger-Related Stock Conversion

A Hanesbrands executive's common stock and restricted stock units were converted into Gildan shares and cash following the merger agreement.

Summary

• Michael E. Faircloth, EVP, President, Global Operations of Hanesbrands Inc. (HBI), reported changes in beneficial ownership due to a merger.
• On December 1, 2025, 434,789 shares of Hanesbrands Common Stock were disposed of.
• An additional 425,611 shares of Hanesbrands Common Stock, related to restricted stock units, were also disposed of, resulting in zero beneficial ownership of Hanesbrands stock.
• The disposal was 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.
• Outstanding Hanesbrands Restricted Stock Units (RSUs) 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'.
• 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 ending two trading days prior to the merger closing.

Sentiment

Score: 7

Explanation: The filing reports the successful and expected completion of a major corporate action (merger), providing certainty for shareholders and employees regarding their equity holdings.

Positives

• The merger transaction provides a clear exit strategy and defined consideration for Hanesbrands shareholders.
• The conversion of equity awards ensures continuity of incentives for executives like Mr. Faircloth within the acquiring entity, Gildan.

Negatives

• Hanesbrands Inc. ceases to exist as an independent publicly traded entity following the merger.

Risks

• The final value of the Gildan Restricted Stock Units for former Hanesbrands RSU holders is subject to the 20-day volume-weighted average trading price of Gildan Common Shares, introducing market volatility risk for the equity component of the conversion.

Future Outlook

The filing details the completion of a merger transaction, indicating that Hanesbrands Inc. will no longer operate as an independent entity. The future outlook for the combined entity under Gildan is not discussed.

Industry Context

This transaction represents a significant consolidation event within the apparel and activewear industry, with Gildan Activewear Inc. acquiring Hanesbrands Inc., potentially altering the competitive landscape.

Stakeholder Impact

• Shareholders of Hanesbrands Inc. receive a combination of Gildan shares and cash for their holdings.
• Employees holding Hanesbrands Restricted Stock Units have their awards converted into Gildan Restricted Stock Units, maintaining their equity incentives within the new corporate structure.

Key Dates

Keywords

Hanesbrands, Gildan, Merger, Form 4, Stock Conversion, Restricted Stock Units, Executive Compensation, Beneficial Ownership