Mallard Lawrence B 4

What Happened Lawrence B. Mallard, Chief Financial Officer of Gates Industrial Corp plc (GTES), had performance-based restricted stock units (PBRSUs) vest on February 4, 2026 and converted those PBRSUs into ordinary shares. The Form 4 shows conversion/exercise entries for a total of 123,351 PBRSUs (75,999 and 47,352 shares in two derivative conversion entries). To satisfy tax and par value withholding, 33,312 ordinary shares were withheld/disposed at an implied value of $23.76 per share, totaling $791,493. The conversion of PBRSUs was recorded at $0 exercise price (each PBRSU settles into one ordinary share).

Key Details

• Transaction date: February 4, 2026; Form 4 filed February 6, 2026 (timely).
• Conversions/exercises: 75,999 shares acquired (M) and 47,352 shares converted/treated as disposed (M), both recorded at $0.00.
• Tax/withholding disposition: 33,312 shares withheld (F) at $23.76 each, proceeds/value = $791,493.
• Shares owned after transaction: Not specified in the filing.
• Footnotes: F1—these shares vested under the PBRSU grant (granted Mar 1, 2023) after certification of performance (160.5% of target). F2—shares were withheld to satisfy tax and par value withholdings. F3—each PBRSU equals one ordinary share.
• Transaction codes: M = exercise/conversion of derivative (PBRSU → share); F = tax withholding.

Context

• This was a vesting/settlement of performance-based RSUs, not an open-market purchase or voluntary sale. The withholding of shares to cover taxes is a routine administrative step and does not necessarily indicate a buy/sell decision by the insider.
• For retail investors, vesting of performance awards reflects past compensation and company performance metrics (the filing notes achievement of 160.5% of the performance target), but insider sentiment should not be inferred solely from routine tax withholding.