Gates Industrial (NYSE: GTES) CLO nets shares after multiple option exercises

Rhea-AI Filing Summary

Gates Industrial Corp plc’s Chief Legal Officer, Cristin C. Bracken, reported multiple option exercises dated February 17, 2026. She exercised performance-based and employee stock options, receiving ordinary shares through derivative exercises.

Some of the resulting ordinary shares were withheld to cover the exercise price and related tax obligations via net settlement, and the footnotes clarify that no ordinary shares were sold. After these transactions, Bracken directly owned 154,796 ordinary shares of Gates Industrial.

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

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)
02/17/2026

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	02/17/2026		M(1)		9,536	A	$13.44	146,614	D
Ordinary Shares	02/17/2026		F(2)		6,809	D	$27.33	139,805	D
Ordinary Shares	02/17/2026		M(1)		9,536	A	$20.16	149,341	D
Ordinary Shares	02/17/2026		F(2)		8,128	D	$27.33	141,213	D
Ordinary Shares	02/17/2026		M(1)		9,536	A	$13.44	150,749	D
Ordinary Shares	02/17/2026		F(2)		6,809	D	$27.33	143,940	D
Ordinary Shares	02/17/2026		M(1)		9,762	A	$16.46	153,702	D
Ordinary Shares	02/17/2026		F(2)		7,578	D	$27.33	146,124	D
Ordinary Shares	02/17/2026		M(1)		11,190	A	$12.6	157,314	D
Ordinary Shares	02/17/2026		F(2)		7,797	D	$27.33	149,517	D
Ordinary Shares	02/17/2026		M(1)		20,802	A	$15	170,319	D
Ordinary Shares	02/17/2026		F(2)		15,523	D	$27.33	154,796	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 Stock Options	$13.44	02/17/2026		M			9,536	(3)	09/19/2027	Ordinary Shares	9,536	$0	0	D
Performance Based Stock Options	$20.16	02/17/2026		M			9,536	(3)	09/19/2027	Ordinary Shares	9,536	$0	0	D
Employee Stock Options (right to buy)	$13.44	02/17/2026		M			9,536	(3)	09/19/2027	Ordinary Shares	9,536	$0	0	D
Employee Stock Options (right to buy)	$16.46	02/17/2026		M			9,762	(3)	02/22/2029	Ordinary Shares	9,762	$0	0	D
Employee Stock Options (right to buy)	$12.6	02/17/2026		M			11,190	(3)	02/21/2030	Ordinary Shares	11,190	$0	0	D
Employee Stock Options (right to buy)	$15	02/17/2026		M			20,802	(3)	02/26/2031	Ordinary Shares	20,802	$0	0	D

Explanation of Responses:

1. Reflects the exercise of options prior to their expiration.

2. Represents ordinary shares withheld to satisfy the exercise price and tax withholding related obligations in connection with the exercise via net settlement of the options reported herein. No ordinary shares were sold.

3. The amount reported is fully vested,

Remarks:

	/s/ Hillary Barrett-Osborne as Attorney-in-Fact	02/19/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Gates Industrial (GTES) report for Cristin C. Bracken?

Gates Industrial reported that Chief Legal Officer Cristin C. Bracken exercised performance-based and employee stock options on February 17, 2026. The exercises delivered ordinary shares, with some shares withheld to cover exercise price and tax obligations through net settlement.

Were any Gates Industrial (GTES) shares sold on the open market in this Form 4?

No open-market sales occurred. Shares marked with transaction code F were withheld to satisfy the option exercise price and tax withholding obligations. Footnotes explicitly state that no ordinary shares were sold in connection with these net settlement transactions.

How many Gates Industrial (GTES) ordinary shares does Cristin C. Bracken own after these transactions?

After the reported transactions on February 17, 2026, Cristin C. Bracken directly owned 154,796 ordinary shares of Gates Industrial. This figure reflects the net result of option exercises and shares withheld to cover related exercise price and tax obligations.

What do the M and F transaction codes mean in the Gates Industrial (GTES) Form 4?

Code M indicates the exercise or conversion of derivative securities, such as stock options, into ordinary shares. Code F represents shares withheld to pay the exercise price or tax liabilities, meaning those shares were not sold in open-market transactions.

What types of securities were involved in Cristin C. Bracken’s Gates Industrial (GTES) Form 4?

The Form 4 includes performance-based stock options, employee stock options described as rights to buy, and resulting ordinary shares. The options were exercised, generating ordinary shares, and a portion of those shares was withheld to satisfy exercise price and tax obligations.

Is Cristin C. Bracken’s ownership in Gates Industrial (GTES) direct or indirect after these transactions?

The filing classifies Cristin C. Bracken’s post-transaction holdings as direct ownership. The ownership code and direct-or-indirect indicators both show “D,” meaning she directly holds the 154,796 ordinary shares reported following the February 17, 2026 transactions.