Gates Industrial (GTES) CLO logs PBRSU vesting and tax withholding

Rhea-AI Filing Summary

Gates Industrial Corp plc’s Chief Legal Officer Cristin C. Bracken reported performance-based stock vesting and related tax withholding. On February 4, 2026, 46,866 ordinary shares were acquired at $0 upon vesting of performance-based restricted stock units granted in March 2023, after the company achieved 160.5% of its three-year performance target.

On the same date, 17,873 ordinary shares were withheld at $23.76 per share to cover tax and par value obligations tied to this vesting. After these transactions, Bracken directly owned 137,078 ordinary shares. A related derivative position of 29,200 performance-based restricted stock units was exercised and reduced to zero.

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^*

Bracken Cristin C.

(Last) (First) (Middle)

C/O GATES INDUSTRIAL CORPORATION PLC

1144 FIFTEENTH, 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)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		M		46,866(1)	A	$0	154,951	D
Ordinary Shares	02/04/2026		F		17,873(2)	D	$23.76	137,078	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
Performance-Based Restricted Stock Units	(3)	02/04/2026		M			29,200	(1)	(1)	Ordinary Shares	29,200	$0	0	D

Explanation of Responses:

1. Represents ordinary shares that vested pursuant to the performance-based restricted stock unit ("PBRSU") award granted on March 1, 2023, following the Compensation Committee's certification on February 4, 2026 of the Company's achievement of 160.5% of target for the three year performance measure, which was based 25% on total shareholder return with relative measures and 75% on adjusted return on invested capital.

2. Represents ordinary shares withheld to satisfy certain tax and par value withholdings in connection with the vesting of the PBRSUs.

3. Each PBRSU represents a contingent right to receive one ordinary share.

Remarks:

	/s/ Hillary Barrett-Osborne as Attorney-in-Fact	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did GTES Chief Legal Officer Cristin C. Bracken report?

Cristin C. Bracken reported vesting of performance-based restricted stock units into 46,866 ordinary shares at $0. These shares came from a March 2023 award that vested after the company achieved 160.5% of its three-year performance target, as certified on February 4, 2026.

How many Gates Industrial (GTES) shares does the Chief Legal Officer own after this Form 4?

After the reported transactions, Cristin C. Bracken directly owns 137,078 Gates Industrial ordinary shares. This reflects 46,866 shares acquired from vested PBRSUs and 17,873 shares withheld to cover tax and par value obligations on February 4, 2026.

Why were 17,873 Gates Industrial (GTES) shares withheld in this Form 4 filing?

The 17,873 ordinary shares were withheld to satisfy tax and par value withholdings related to the vesting of performance-based restricted stock units. This is a common administrative step when equity awards vest and helps cover required obligations without separate cash payments by the insider.

What performance conditions triggered the PBRSU vesting for the GTES Chief Legal Officer?

The PBRSUs vested after the Compensation Committee certified the company achieved 160.5% of target for a three-year performance measure. This metric was based 25% on relative total shareholder return and 75% on adjusted return on invested capital, leading to the share conversion.

What happened to the 29,200 performance-based restricted stock units reported in the GTES Form 4?

The 29,200 performance-based restricted stock units were exercised on February 4, 2026, converting into ordinary shares at an effective price of $0 per unit. Following this transaction, Bracken held zero remaining PBRSUs, with exposure now represented in ordinary share ownership.