Bracken Cristin C. 4

What Happened

• Cristin Bracken, Chief Legal Officer of Gates Industrial (GTES), had performance-based restricted stock units (PBRSUs) convert to ordinary shares following certification of performance.
• The Form 4 reports a conversion (code M) of 46,866 PBRSUs into ordinary shares (acquired at $0.00), a tax/withholding disposition (code F) of 17,873 shares at $23.76 per share (total reported value $424,662), and a separate conversion/disposition entry for 29,200 shares (reported as a derivative disposition at $0.00).
• This was not an open-market purchase or sale by the insider but the settlement/vesting of equity awards; the tax withholding was satisfied by withholding shares rather than a cash payment.

Key Details

• Transaction date: February 4, 2026 (Form filed Feb 6, 2026 — appears timely).
• Reported entries:
  • M: 46,866 shares acquired @ $0.00 (conversion of PBRSUs).
  • F: 17,873 shares withheld/disposed @ $23.76 => $424,662 withheld for taxes/withholdings.
  • M: 29,200 shares reported as a derivative disposition @ $0.00.
• Footnotes in the filing: Vesting was for PBRSUs granted Mar 1, 2023, after certification that performance equaled 160.5% of target; shares withheld to satisfy tax and par value withholdings; each PBRSU = one ordinary share.
• Shares owned following the transaction are not specified in the provided data.
• Codes explained: M = exercise/conversion of derivative (PBRSU conversion); F = shares withheld for tax/withholding.

Context

• PBRSU conversions reflect compensation tied to performance (here, 3-year metrics including TSR and adjusted ROIC) rather than insider buying/selling based on market views. The withholding of shares to cover taxes is a routine part of vesting settlements and does not necessarily signal a change in sentiment.
• Because the conversions were reported as $0 exercise price entries, no cash was paid to acquire the vested shares; the tax obligation was satisfied via share withholding.