Stephen B. Bratspies - Dec 1, 2025 Form 4 Insider Report for Hanesbrands Inc. (HBI)

Signature
/s/ Carlyle Cromer, Attorney-in-Fact
Stock symbol
HBI
Transactions as of
Dec 1, 2025
Transactions value $
$0
Form type
4
Date filed
12/1/2025, 10:10 AM
Previous filing
Oct 1, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Bratspies Stephen B Chief Executive Officer, Director 101 NORTH CHERRY STREET, WINSTON-SALEM /s/ Carlyle Cromer, Attorney-in-Fact 2025-12-01 0001818305

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HBI Common Stock Disposed to Issuer -962K -51.13% 920K Dec 1, 2025 Direct F1
transaction HBI Common Stock Disposed to Issuer -920K -100% 0 Dec 1, 2025 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HBI Employee Stock Option (right to buy) Disposed to Issuer -83.3K -100% 0 Dec 1, 2025 Common Stock 83.3K $14.32 Direct F4
transaction HBI Employee Stock Option (right to buy) Disposed to Issuer -83.3K -100% 0 Dec 1, 2025 Common Stock 83.3K $17.18 Direct F4
transaction HBI Employee Stock Option (right to buy) Disposed to Issuer -83.3K -100% 0 Dec 1, 2025 Common Stock 83.3K $20.05 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Stephen B. Bratspies is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 13, 2025 (the "Merger Agreement"), by and among the Issuer, Gildan Activewear Inc. ("Gildan"), Galaxy Merger Sub 2, Inc., a direct wholly owned subsidiary of Gildan ("Second Gildan Merger Sub"), Galaxy Merger Sub 1, Inc., a direct wholly owned subsidiary of Second Gildan Merger Sub ("First Gildan Merger Sub"), Helios Holdco, Inc., a direct wholly owned subsidiary of the Issuer ("Hanesbrands Holdco"), and Helios Merger Sub, Inc., a direct wholly owned subsidiary of Hanesbrands Holdco. Pursuant to the Merger Agreement, each share of the Issuer's common stock ("Hanesbrands Common Stock") reported on this Form 4 was ultimately converted into the right to receive (a) 0.102 common shares of Gildan ("Gildan Common Shares") and (b) $0.80 in cash, without interest.
F2 Pursuant to the Merger Agreement, each outstanding restricted stock unit of the Issuer (each, a "Hanesbrands RSU"), whether vested or unvested, was ultimately converted into a Gildan restricted stock unit (each, a "Gildan RSU"). The number of Gildan Common Shares subject to each such Gildan RSU was determined by multiplying the number of shares of Hanesbrands Common Stock subject to such Hanesbrands RSU immediately prior to the First Gildan Merger Effective Time (as defined in the Merger Agreement) by the Equity Award Exchange Ratio, rounding down to the nearest whole number of Gildan Common Shares.
F3 (Continued from Footnote 2) The "Equity Award Exchange Ratio" means the sum of (a) 0.102 and (b) the quotient, rounded to two decimal places, obtained by dividing (i) $0.80 by (ii) the average of the volume weighted averages of the trading prices of Gildan Common Shares on the New York Stock Exchange on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the date on which the closing of the transactions pursuant to the Merger Agreement occurs.
F4 Pursuant to the Merger Agreement, each outstanding stock option of the Issuer (each, a "Hanesbrands Option"), whether vested or unvested, was ultimately converted into a Gildan stock option (each, a "Gildan Option"). The number of Gildan Common Shares subject to each such Gildan Option was determined by multiplying the number of shares of Hanesbrands Common Stock subject to such Hanesbrands Option immediately prior to the First Gildan Merger Effective Time by the Equity Award Exchange Ratio, rounding down to the nearest whole number of Gildan Common Shares. The exercise price per Gildan Common Share with respect to each Gildan Option was determined by dividing the exercise price per share of Hanesbrands Common Stock with respect to the related Hanesbrands Option by the Equity Award Exchange Ratio, rounding up to the nearest whole cent.