[Form 4] Gates Industrial Corporation plc Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview (GTES): Thomas G. Pitstick, President-Americas of Gates Industrial Corporation plc, reported several option exercises and related share withholdings on 18 June 2025.

• Options exercised (Code M): 119,370 ordinary shares at strike prices of $9.84, $6.56 and $6.95.
• Shares withheld (Code F): 75,206 shares at $21.95 to cover exercise price and tax obligations; these are treated as disposals back to the issuer, not open-market sales.
• Net ownership change: Beneficial holdings increased by 9,479 shares to 214,959 shares.
• Derivative positions: All underlying options reported as fully vested and, after the transactions, reduced to 34,685 unexercised options.

The filing reflects routine executive compensation activity rather than market purchases or sales. The dollar amounts are modest relative to Gates’ ≈ 285 million shares outstanding, suggesting limited impact on the company’s valuation or insider-sentiment interpretation.

Insights

Securities Analyst

TL;DR: Routine option exercises with small net share increase; neutral to market.

The executive exercised vested options priced well below the prevailing ~$22 market level, then surrendered shares to satisfy costs. Because the net addition is under 10 k shares (<0.01 % of shares outstanding) and no open-market buying occurred, I deem the filing immaterial for valuation or sentiment. It neither signals aggressive accumulation nor divestiture, and Gates’ capital structure and liquidity remain unaffected.

Corporate Governance Expert

TL;DR: Standard 10b5-1-style option exercise, governance compliant, neutral impact.

The transactions align with typical executive incentive plan mechanics: options near expiry were exercised and tax obligations net-settled. No red flags arise regarding Rule 10b5-1 disclosure or reporting timeliness (filed within two days). From a governance standpoint, this is routine and does not alter control dynamics or insider commitment meaningfully.

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^*

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)
06/18/2025

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	06/18/2025		M(1)		34,685	A	$9.84	205,480	D
Ordinary Shares	06/18/2025		F(2)		23,921	D	$21.95	181,559	D
Ordinary Shares	06/18/2025		M(1)		34,685	A	$6.56	216,244	D
Ordinary Shares	06/18/2025		F(2)		21,005	D	$21.95	195,239	D
Ordinary Shares	06/18/2025		M(1)		50,000	A	$6.95	245,239	D
Ordinary Shares	06/18/2025		F(2)		30,280	D	$21.95	214,959	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	$9.84	06/18/2025		M			34,685	(3)	01/11/2026	Ordinary Shares	34,685	$0.00	0	D
Employee Stock Options (right to buy)	$6.56	06/18/2025		M			34,685	(3)	01/11/2026	Ordinary Shares	34,685	$0.00	0	D
Performance Based Stock Options	$6.56	06/18/2025		M			50,000	(3)	01/11/2026	Ordinary Shares	50,000	$0.00	34,685	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 of the options reported herein.

3. The amount reported is fully vested.

	/s/ Cristin C. Bracken as Attorney-in-Fact	06/20/2025
	** 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

How many Gates (GTES) shares did Thomas G. Pitstick acquire on 18 June 2025?

He acquired 119,370 shares through option exercises.

Did the executive sell any GTES shares on the open market?

No. The reported disposals were share withholdings to pay the exercise price and taxes, not open-market sales.

What is Thomas G. Pitstick’s total beneficial ownership after the transactions?

His direct ownership increased to 214,959 ordinary shares.

Are the exercised options now fully vested and expiring soon?

Yes. The options were fully vested and set to expire on 11 January 2026, prompting the exercise.

Does this Form 4 filing materially impact GTES shareholders?

Given the small net share change relative to Gates’ float, the filing is considered not materially impactful.