Thomas Pitstick (NYSE: GTES) nets shares after 160.5% PBRSU performance

Rhea-AI Filing Summary

Gates Industrial Corp plc President, Americas Thomas G. Pitstick reported equity award activity tied to performance-based restricted stock units (PBRSUs). On February 4, 2026, PBRSUs granted on March 1, 2023 vested after the Compensation Committee certified achievement of 160.5% of target for a three-year performance measure.

The vesting resulted in the acquisition of 51,841 ordinary shares at an exercise price of $0, and 22,837 ordinary shares were withheld at $23.76 per share to cover tax and par value obligations. Following these transactions, Pitstick directly owned 271,875 ordinary shares of Gates Industrial.

Insider Trade Summary

32,300 shares exercised/converted

Mixed 3 txns

Insider Pitstick Thomas G.

Role President, Americas

Type	Security	Shares	Price	Value
Exercise	Performance-Based Restricted Stock Units	32,300	$0.00	--
Exercise	Ordinary Shares	51,841	$0.00	--
Tax Withholding	Ordinary Shares	22,837	$23.76	$543K

Holdings After Transaction: Performance-Based Restricted Stock Units — 0 shares (Direct); Ordinary Shares — 294,712 shares (Direct)

Footnotes (1)

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. Represents ordinary shares withheld to satisfy certain tax and par value withholdings in connection with the vesting of the PBRSUs. Each PBRSU represents a contingent right to receive one ordinary share.

Form 4 Insider Transactions: What Each Field Means →

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
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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)
02/04/2026

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		51,841(1)	A	$0	294,712	D
Ordinary Shares	02/04/2026		F		22,837(2)	D	$23.76	271,875	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			32,300	(1)	(1)	Ordinary Shares	32,300	$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.
* 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 transaction did Gates Industrial (GTES) report for Thomas G. Pitstick?

Gates Industrial reported that Thomas G. Pitstick, President, Americas, had performance-based restricted stock units vest on February 4, 2026, resulting in 51,841 ordinary shares acquired and 22,837 shares withheld for taxes, leaving him with 271,875 shares owned directly.

How many Gates Industrial (GTES) shares did Pitstick receive from PBRSU vesting?

Thomas G. Pitstick received 51,841 ordinary shares upon vesting of performance-based restricted stock units. These shares stemmed from a PBRSU award granted on March 1, 2023, which vested after the company achieved 160.5% of target on its three-year performance measure.

Why were 22,837 Gates Industrial (GTES) shares withheld in this Form 4?

The filing states that 22,837 ordinary shares were withheld at $23.76 per share to satisfy certain tax and par value withholdings. These withholdings occurred in connection with the vesting of Pitstick’s performance-based restricted stock units on February 4, 2026.

What performance level triggered PBRSU vesting for Gates Industrial (GTES)?

PBRSUs vested after the Compensation Committee certified achievement of 160.5% of target for a three-year performance measure. This measure was based 25% on total shareholder return with relative measures and 75% on adjusted return on invested capital.

How many Gates Industrial (GTES) shares does Thomas G. Pitstick own after this transaction?

After the reported transactions, Thomas G. Pitstick directly owned 271,875 ordinary shares of Gates Industrial. This balance reflects the 51,841 shares acquired upon PBRSU vesting and the 22,837 shares withheld to cover associated tax and par value obligations.

What are Gates Industrial (GTES) PBRSUs as described in this filing?

The filing explains that each performance-based restricted stock unit (PBRSU) represents a contingent right to receive one ordinary share. Vesting of these PBRSUs depended on achieving specified three-year performance goals tied to shareholder return and adjusted return on invested capital.