Gates Industrial (GTES) exec reports RSU vesting and tax-withheld shares

Rhea-AI Filing Summary

Gates Industrial Corp plc executive Thomas G. Pitstick reported equity award activity tied to time-based restricted stock units (TBRSUs). On February 28 and March 1, 2026, TBRSUs vested and were converted into ordinary shares at no cost, while a portion of the resulting shares was withheld to cover par value and tax obligations.

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

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pitstick Thomas G.

(Last) (First) (Middle)

C/O GATES INDUSTRIAL CORPORATION PLC

1144 FIFTEENTH STREET, SUITE 1400

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gates Industrial Corp plc [ GTES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Americas

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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
Ordinary Shares	02/28/2026		M		8,035	A	$0(1)	279,910	D
Ordinary Shares	02/28/2026		F(2)		3,517	D	$27.57	276,393	D
Ordinary Shares	03/01/2026		M		10,767	A	$0(1)	287,160	D
Ordinary Shares	03/01/2026		F(2)		4,713	D	$27.57	282,447	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
Time-Based Restricted Stock Units	(3)	02/28/2026		M			8,035	(4)	(4)	Ordinary Shares	8,035	$0	48,089	D
Time-Based Restricted Stock Units	(3)	03/01/2026		M			10,767	(4)	(4)	Ordinary Shares	10,767	$0	37,322	D

Explanation of Responses:

1. Represents time-based restricted stock units ("TBRSU") that vested on the anniversary of the grant date.

2. Represents ordinary shares withheld to satisfy par value and certain tax withholding related obligations in connection with the vesting of previously granted TBRSUs.

3. Each TBRSU represents a contingent right to receive one share of the issuer ordinary shares. The TBRSUs will be settled in either ordinary shares or cash (or a combination thereof).

4. The reporting person was granted TBRSUs that vest in three substantially equal annual installments beginning on the first anniversary of the grant date. The number set forth in Column 9 reflects all TBRSUs outstanding subject to future vesting.

Remarks:

	/s/ Hillary Barrett-Osborne as Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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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FAQ

What insider transactions did GTES executive Thomas G. Pitstick report?

Thomas G. Pitstick reported vesting of time-based restricted stock units (TBRSUs) that converted into ordinary shares at no cost, along with related tax-withholding dispositions where some ordinary shares were withheld to satisfy par value and tax obligations tied to these equity awards.

Were the GTES insider transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect TBRSUs vesting and converting into ordinary shares, and Form F transactions where some of those shares were withheld by the issuer to cover par value and certain tax withholding obligations related to the vested awards.

What are time-based restricted stock units (TBRSUs) reported for GTES?

The time-based restricted stock units each represent a contingent right to receive one Gates Industrial ordinary share. They vest in three substantially equal annual installments beginning on the first anniversary of the grant date and are settled in ordinary shares, cash, or a combination of both, as described.

How do the GTES TBRSUs for Thomas G. Pitstick vest over time?

The TBRSUs granted to Thomas G. Pitstick vest in three substantially equal annual installments. Vesting begins on the first anniversary of the grant date, and the filing notes that the number reported in the outstanding column reflects all TBRSUs still subject to future vesting obligations.

Why were some GTES ordinary shares withheld in these insider transactions?

Certain ordinary shares were withheld to satisfy par value and tax withholding obligations. These withholdings occurred in connection with the vesting of previously granted TBRSUs, and are reported with transaction code F as payment of exercise price or tax liability by delivering securities.

What does transaction code M indicate in the GTES Form 4 filing?

Transaction code M in this context indicates exercise or conversion of a derivative security. Here, it represents TBRSUs that vested and were converted into ordinary shares at a per-share price of zero, reflecting non-cash equity compensation rather than an open-market purchase of shares.