Geralyn Breig - 01 Dec 2025 Form 4 Insider Report for Hanesbrands Inc. (HBI)

Role
Director
Signature
/s/ Carlyle Cromer, Attorney-in-Fact
Issuer symbol
HBI
Transactions as of
01 Dec 2025
Net transactions value
$0
Form type
4
Filing time
01 Dec 2025, 10:05:30 UTC
Previous filing
31 Jan 2025
Next filing
23 Jan 2026

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Breig Geralyn Director 101 NORTH CHERRY STREET, WINSTON-SALEM /s/ Carlyle Cromer, Attorney-in-Fact 01 Dec 2025 0001448343

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HBI Common Stock Disposed to Issuer -18,630 -100% 0 01 Dec 2025 Direct F1, F2

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 Phantom Stock Disposed to Issuer -98,175 -100% 0 01 Dec 2025 Common Stock 98,175 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Geralyn Breig is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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, 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 common shares of Gildan ("Gildan Common Shares") subject to each such Gildan RSU was determined by multiplying the number of shares of the Issuer's common stock ("Hanesbrands Common Stock")
F2 (Continued from Footnote 1) 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. 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.
F3 Represents (x) equity retainers or long-term incentive payments comprised of an award that is subject to a deferral election pursuant to a deferral plan of the Issuer (each, a "Deferred Hanesbrands RSU") and (y) Hanesbrands RSUs corresponding to a cash deferral invested in a stock equivalent account under a deferral plan of the Issuer (each, a "Stock Equivalent Hanesbrands RSU"), as applicable. Pursuant to the Merger Agreement, each outstanding Deferred Hanesbrands RSU and Stock Equivalent Hanesbrands RSU was ultimately converted into 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 Deferred Hanesbrands RSU or Stock Equivalent Hanesbrands RSU 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.