HanesBrands (HBI) Proxy Filing summary

Executive summary

• A definitive merger agreement was signed on August 13, 2025, for the acquisition of Hanesbrands by Gildan through a multi-step transaction structure, including several mergers and a conversion to a limited liability company.

• Hanesbrands stockholders will receive 0.102 Gildan shares and $0.80 in cash per Hanesbrands share, with the exchange ratio fixed and subject to adjustment if Gildan’s share issuance exceeds 24.99% of its outstanding shares.

• The implied value of the merger consideration was $6.00 per Hanesbrands share at announcement, representing a 24.1% premium to the unaffected price, and $6.85 per share as of October 1, 2025.

• Upon completion, former Hanesbrands stockholders will own approximately 19.49% of Gildan, with Gildan shareholders holding the remaining 80.51%.

• The special meeting for Hanesbrands stockholders to vote on the merger is scheduled for November 25, 2025.

Voting matters and shareholder proposals

• Stockholders are asked to vote on: (1) approval of the merger and related transactions, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• The board unanimously recommends voting “FOR” all proposals.

• Approval of the merger requires a majority of outstanding shares; abstentions and non-votes count as “AGAINST.”

• No appraisal rights are available to Hanesbrands stockholders.

Board of directors and corporate governance

• The current Gildan board and management are expected to remain in place after the transaction.

• Hanesbrands directors and executive officers have interests in the transaction that may differ from other stockholders, including treatment of equity awards and severance benefits.