Gates Industrial (NYSE: GTES) CFO nets shares after TBRSU vesting

Rhea-AI Filing Summary

Gates Industrial Corp plc Chief Financial Officer Lawrence B. Mallard reported equity award vesting and related tax withholding transactions. Time-based restricted stock units (TBRSUs) vested on their grant anniversaries, resulting in the acquisition of 15,785 and 12,213 ordinary shares at a conversion price of $0.00 per share.

To cover par value and tax withholding obligations tied to these vested TBRSUs, 6,910 and 5,346 ordinary shares were withheld at $27.57 per share as a tax-withholding disposition, rather than an open-market sale. Following these transactions, Mallard directly holds 236,056 ordinary shares and 57,532 TBRSUs that remain subject to future vesting.

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)
02/28/2026

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		12,213	A	$0(1)	232,527	D
Ordinary Shares	02/28/2026		F(2)		5,346	D	$27.57	227,181	D
Ordinary Shares	03/01/2026		M		15,785	A	$0(1)	242,966	D
Ordinary Shares	03/01/2026		F(2)		6,910	D	$27.57	236,056	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			12,213	(4)	(4)	Ordinary Shares	12,213	$0	73,317	D
Time-Based Restricted Stock Units	(3)	03/01/2026		M			15,785	(4)	(4)	Ordinary Shares	15,785	$0	57,532	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Gates Industrial (GTES) CFO Lawrence B. Mallard report in this insider transaction?

Lawrence B. Mallard reported vesting of time-based restricted stock units and related share withholding for taxes. He acquired ordinary shares at $0.00 per share from equity awards, and some of those shares were withheld to satisfy par value and tax obligations tied to the vesting.

Did the Gates Industrial (GTES) CFO buy or sell shares on the open market?

The filing shows no open-market buying or selling by the CFO. Shares were acquired through the exercise/conversion of time-based restricted stock units, and separate F-code transactions reflect shares withheld at $27.57 per share to cover par value and tax-related obligations, not discretionary sales.

How many Gates Industrial (GTES) shares did the CFO receive from vested RSUs?

The CFO received 15,785 and 12,213 ordinary shares from vesting of time-based restricted stock units. These shares were issued at a conversion price of $0.00 per share, reflecting the settlement of previously granted equity awards rather than new purchases in the market.

How many Gates Industrial (GTES) shares were withheld for taxes in this filing?

The filing reports 6,910 and 5,346 ordinary shares withheld. These F-code transactions occurred at $27.57 per share and were used to satisfy par value and certain tax withholding obligations arising from the vesting of time-based restricted stock units granted to the CFO.

What is the CFO’s Gates Industrial (GTES) share ownership after these transactions?

After these transactions, the CFO directly holds 236,056 ordinary shares. He also has 57,532 time-based restricted stock units outstanding, which represent contingent rights to receive ordinary shares or cash in future, subject to the remaining vesting schedule of the original awards.

What are time-based restricted stock units (TBRSUs) in the Gates Industrial (GTES) filing?

Each TBRSU represents a contingent right to receive one ordinary share of Gates Industrial. The awards vest in three substantially equal annual installments and can be settled in ordinary shares, cash, or a combination. Unvested TBRSUs remaining after these transactions continue to vest over time.