SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MCABEE MICHAEL C. (Last) (First) (Middle) 2700 MILAN COURT (Street) BIRMINGHAM AL 35211 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HIBBETT INC [ HIBB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) SVP Supply Chain, Store Dev
	3. Date of Earliest Transaction (Month/Day/Year) 07/25/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	07/25/2024		M		6,234(2)	A	$87.5	24,803(3)	D
Common Stock(1)	07/25/2024		A		9,349(4)	A	$0	34,152	D
Common Stock(1)	07/25/2024		D		34,152(2)(4)	D	$87.5	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0	07/25/2024		M			6,234	(2)	(2)	Common Stock	6,234	$0	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of April 23, 2024 (the Merger Agreement), by and among Hibbett, Inc., a Delaware corporation (the Company), Genesis Holdings, Inc., an Indiana corporation (Parent), Steps Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub) and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, a company incorporated under the laws of England and Wales and the ultimate parent company of Parent and Merger Sub, each share of common stock, par value $0.01 per share, of the Company (Company Common Stock) was converted into the right to receive $87.50 in cash, without interest.

2. Includes 6,234 restricted stock units. In accordance with the terms of the Merger Agreement, each Vested Company RSU Award (as defined in the Merger Agreement) that was outstanding as of immediately prior to the effective time of the merger, automatically became fully vested and was cancelled by virtue of the merger without any action on the part of any holder or beneficiary thereof and entitled the holder to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock then underlying such restricted stock unit award as of immediately prior to the effective time of the merger, and (2) the per share merger consideration of $87.50.

3. Shares trued up to reflect stock purchased through the Issuer's 2015 Employee Stock Purchase Plan since the last filing on Statement of Changes in Beneficial Ownership on Form 4.

4. Includes 9,349 performance stock units. In accordance with the terms of the Merger Agreement, each Vested Company PSU Award (as defined in the Merger Agreement) that was outstanding as of immediately prior to the effective time of the merger, automatically became fully vested and was cancelled by virtue of the merger without any action on the part of any holder or beneficiary thereof and entitled the holder to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (1) the number of shares of Company Common Stock that would have vested pursuant to the terms of such performance stock unit award, assuming that any performance based vesting conditions applicable to such performance stock unit award for any performance period that had not been completed as of the effective time were achieved at target performance levels, and (2) the per share merger consideration of $87.50.

Remarks:

	/s/ Michael C. McAbee	07/25/2024
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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