Gates Industrial (NYSE: GTES) CFO nets shares from PBRSU vesting

Rhea-AI Filing Summary

Gates Industrial Corp plc’s Chief Financial Officer Lawrence B. Mallard reported the vesting of performance-based restricted stock units and related share withholding. On February 4, 2026, 75,999 ordinary shares were acquired at $0 upon vesting of PBRSUs granted March 1, 2023.

The vesting followed the Compensation Committee’s certification that the company achieved 160.5% of target for its three-year performance measure. On the same date, 33,312 ordinary shares were withheld at $23.76 per share to cover tax and par value obligations. After these transactions, Mallard directly beneficially owned 220,314 ordinary shares.

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^*

Mallard Lawrence B

(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)
	Chief Financial 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		75,999(1)	A	$0	253,626	D
Ordinary Shares	02/04/2026		F		33,312(2)	D	$23.76	220,314	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			47,352	(1)	(1)	Ordinary Shares	47,352	$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 CFO Lawrence B. Mallard report on this Form 4?

Lawrence B. Mallard reported vesting of performance-based restricted stock units that delivered 75,999 ordinary shares at $0. The award was granted March 1, 2023 and vested after achieving 160.5% of target on a three-year performance measure certified on February 4, 2026.

How many Gates Industrial (GTES) shares does the CFO own after the reported transactions?

After the reported transactions, Chief Financial Officer Lawrence B. Mallard directly beneficially owned 220,314 ordinary shares. This figure reflects both the PBRSU vesting and the share withholding to cover tax and par value obligations recorded on February 4, 2026.

What performance result triggered the PBRSU vesting for GTES CFO Mallard?

The PBRSU vesting was triggered when Gates Industrial’s Compensation Committee certified achievement of 160.5% of target for a three-year performance measure. That measure was based 25% on total shareholder return with relative measures and 75% on adjusted return on invested capital.

Why were 33,312 Gates Industrial (GTES) shares withheld in the Form 4 filing?

The 33,312 ordinary shares were withheld to satisfy tax and par value withholdings related to the PBRSU vesting. These withheld shares are a standard mechanism to cover obligations that arise when performance-based restricted stock units convert into vested ordinary shares.

What derivative securities did the GTES Form 4 report for the CFO?

The Form 4 reported performance-based restricted stock units as derivative securities. On February 4, 2026, 47,352 PBRSUs were exercised at an exercise price of $0, converting into ordinary shares, after which no PBRSUs of this award remained beneficially owned directly by the CFO.