FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SMITH JONALIN S.
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 Merchandising
(Last)          (First)          (Middle)

2700 MILAN COURT
3. Date of Earliest Transaction (MM/DD/YYYY)

7/25/2024
(Street)

BIRMINGHAM, AL 35211
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)7/25/2024  M  6,498 (2)(3)A$87.5 6,921 D  
Common Stock (1)7/25/2024  A  9,745 (4)A$0 16,666 D  
Common Stock (1)7/25/2024  D  16,666 (2)(3)(4)D$87.5 0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units $0 7/25/2024  M     6,498   (2)(3) (2)(3)Common Stock 6,498 $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 2,596 Vested Company RSU Awards (as defined in the Merger Agreement). In accordance with the terms of the Merger Agreement, each Vested Company RSU Award that was outstanding as of immediately prior to the effective time of the merger (the Effective Time), 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, and (2) the per share merger consideration of $87.50.
(3) Includes 3,902 Specified Company RSU Awards (as defined in the Merger Agreement). In accordance with the terms of the Merger Agreement, each Specified Company RSU Award that was outstanding as of immediately prior to the Effective Time, automatically became 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 unvested 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 award as of immediately prior to the Effective Time, and (2) the per share merger consideration of $87.50, vesting subject to the continued service of the former holder with Parent and its affiliates, on the same time-based vesting schedule and otherwise on substantially the same terms as the corresponding Specified Company RSU Awards, except as otherwise provided for in the Merger Agreement.
(4) Includes 9,745 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SMITH JONALIN S.
2700 MILAN COURT
BIRMINGHAM, AL 35211



SVP Merchandising

Signatures
/s/ Jonalin S. Smith7/25/2024
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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