Hanesbrands Inc

Item 1A.Risk Factors

The risk factors that affect our business and financial results are discussed in Part I, Item 1A., of our Annual Report on Form 10-K for the fiscal year ended December 28, 2024. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. TOthere are n than as set forth below, there have been no material changes to the risk factors as previously disclosed, nor have we identified an in our Annual Report on Form 10-K. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial also may affect us. The occurrence of any of these known or unknown risks could have a material adverse ultimate impact on our business, financial condition, liquidity or results of operations.

The Transactions are subject to various closing conditions, including regulatory and Hanesbrands stockholder approvals as well as other uncertainties, and there can be no assurances as to whether and when it may be completed.

Closing of the Transactions is subject to the satisfaction or waiver of a number of conditions specified in the Merger Agreement, and it is possible that such conditions may previously undisclosed risks that could materially adent, delay or otherwise materially adversely affect the completion of the Transactions. The conditions include, among other things: (a) approval of the Transactions by the Companys stockholders; (b) effectiveness of the registration statement registering the Gildan common shares issuable in connection with the Transactions in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness thereof having been issued and remaining in effect and no proceeding to that effect having been commenced; (c) the absence of any injunction or similar law or order having been entered, enacted or promulgated by a governmental entity of competent jurisdiction and continuing to be in effect that prohibits or makes illegal the consummation of the Transactions; (d) receipt of certain regulatory approvals; (e) the Gildan common shares to be issued in connection with the Transactions having been approved for listing on the NYSE and the TSX; (f) the accuracy of the representations and warranties of each of the Company and Gildan, subject to certain materiality standards set forth in the Merger Agreement; (g) compliance by each party in all material respects with such partys obligations under the Merger Agreement; and (h) with respect to each party, the absence of a material adversely affect our business an effect.

Assurance cannot be provided that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required consents and approvals are obtained and all closing conditions are satisfied (or waived, if applicable), assurance cannot be provided as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Transactions. Many of the conditions to completion of the Transactions are not within either the Companys or Gildans control, and neither company can predict when or if these conditions will be satisfied (or waived, if applicable). Any delay in completing the Transactions could cause the Company and/or Gildan not to realize some or all of the benefits that each expects to achieve if the Transactions are successfully completed within the expected timeframe.

The announcement and pendency of the Transactions could adversely affect our business, results of operations and financial results. Additional risks and uncertainties not presently known to us or thcondition.

The announcement and pendency of the Transactions could cause disruptions in and create uncertainty surrounding the Companys business, including affecting the Companys relationships with its existing and future customers, suppliers and employees, which could have an adverse effect on the Companys business, results of operations and financial condition, regardless of whether the Transactions are completed. In particular, the Company could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the Transactions. The Company could also potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. The attention of the Companys management may be directed towards closing the Transactions, including obtaining regulatory approvals and other Transactions-related considerations and may be diverted from the day-to-day business operations of the Company and matters related to the Transactions may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to the Company. Additionally, the Merger Agreement requires each party to obtain the other partys consent prior to taking certain specified actions while the Transactions are pending. These restrictions may prevent the Company from pursuing otherwise attractive business opportunities prior to the

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closing of the Trat we currently deem to bensactions. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of the Company.

If the Transactions do not close, the price of the Companys common stock may fall to the extent that the current prices reflect a market assumption that the Transactions will close. In addition, the failure to close the Transactions may result in negative publicity or a negative immaterial also may affect us. Tpression of the Company in the investment community and may affect the Companys relationship with employees, customers, suppliers and other partners.

The Company will incur substantial transaction fees and costs in connection with the Transactions.

The Company has incurred, and expects to incur, additional, substantial non-recurring expenses in connection with the Transactions. The Company has incurred significant financial services, accounting, tax and legal fees in connection with the process of negotiating and evaluating the terms of the Transactions. Additional significant unanticipated costs may be incurred in the course of coordinating and combining the businesses of the Company and Gildan. Even if the Transactions do not close, the occCompany and Gildan will need to pay certain costs relating to the Transactions incurrence of any of d prior to the date the Transactions were abandoned, such as financial advisory, accounting, tax, legal, filing and printing fees. Such costs may be significant and could have an adverse effect on these kno future results of operations, cash flows and financial condition of the Company. In addition to its own or unknown risks coufees and expenses, if the Merger Agreement is terminated under specified circumstances, the Company will be required to pay to Gildan a $68 million termination payment in cash. If the Merger Agreement is terminated by either party due to failure to obtain approval of the Transactions by the Companys stockholders, the Company will reimburse Gildan for its expenses in an amount up to $18 million. If the termination fee subsequently becomes payable, any previously paid expense reimbursement amount will be deducted from the amount of the termination fee.

The Company and Gildan may be targets of claims or securities class action and derivative lawsuits which could have a material adresult in substantial costs and may delay or prevent the Transactions from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and diverse ultimate impact on our t management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Transactions, then that injunction may delay or prevent the Transactions from being completed.

The Merger Agreement contains provisions that make it more difficult for the Company to pursue alternatives to the Transactions and may discourage other companies from trying to acquire the Company for greater consideration than what Gildan has agreed to pay.

The Merger Agreement contains provisions that make it more difficult for the Company to sell its business, financial condit to a party other than Gildan. These provisions include a general prohibition on the Company soliciting any alternative proposal. Further, there are only limited circumstances in which the Company may terminate the Merger Agreement to accept an alternative proposal and limited exceptions to the Companys agreement that its board of directors will not withdraw or modify the recommendation of its board of directors in favor of the approval of the Transactions. In the event that the Companys board of directors makes an adverse recommendation, li change, then Hanesbrands may be required to pay to Gildan a termination payment of $68 million in cash.

The Company and Gildan believe these provisions are reasonable and not preclusive of other offers, but these restrictions might discourage a third party that has an interest in acquidity or results of operatring the Company or discourage the Company from considering an alternative proposal.

If an alternative proposal to acquire the Company is made, consummation of the Transactions may be delayed.

If an alternative proposal to acquire the Company is made, the attention of the Companys and Gildans respective management may be diverted away from the Transactions. , which may delay or impede consummation of the Transactions. Matters related to such alternative proposal, including any potential related litigation, may require commitments of time and resources of both the Company and Gildan and their respective representatives, which could otherwise have been devoted to the Transactions.