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Gates Industrial Corp plc

For the period ended Sep 27, 2025. Filed Oct 29, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2025 · Filed Oct 29, 2025

GTES$25.31+5.0%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Trading Arrangements

During the three months ended September 27, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company informed us of theadoption ortermination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Fiscal Year Change

The Company historically prepared its annual consolidated financial statements for the twelve-month period ending on the Saturday nearest December 31 with each quarter-end period consisting of 13 weeks.

On October 28, 2025, the Company’s board of directors approved a change in the Company’s fiscal year-end to December 31 of each year.

As a result of this change, the Company’s current fiscal year will end on December 31, 2025 rather than the previous fiscal year-end of January 3, 2026. Each quarterly period thereafter will still end on a Saturday, with variations in the number of days in the first and fourth fiscal quarters to accommodate a December 31st fiscal year-end. The Company believes that changing the fiscal year-end to December 31 will increase comparability to our peers and provide consistency for future periods.

Executive Office Departure

On October 28, 2025, Gwendolyn Ann Montgomery, the Executive Vice President, Chief Human Resources Officer of the Company advised the Company that she would be leaving to pursue other opportunities, effective December 1, 2025.

Ms. Montgomery’s departure constitutes a termination without “cause” for purposes of the Company’s Executive Severance Plan, in which she participates.

In connection with Ms. Montgomery’s departure, she and the Company entered into a Separation Agreement, effective as of October 28, 2025 (the “Separation Agreement”). Pursuant to the Separation Agreement, Ms. Montgomery will be entitled to the payments and benefits to which she would be entitled in connection with a termination without “cause” under the Company’s Executive Severance Plan if she executes and does not revoke a release and waiver of claims in favor of the Company. The severance payments and benefits Ms. Montgomery may receive are described under the heading “Executive Compensation―Potential Payments upon a Termination or Change in Control” in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 17, 2025, except that a portion of Ms. Montgomery’s severance will be paid in a lump sum and the remainder will be paid in installments. In addition, subject to Ms. Montgomery’s execution and non-revocation of the release, she will be entitled to accelerated vesting of time-based restricted stock units and performance-based restricted stock units that would have vested prior to March 31, 2026, with the number of performance-based restricted stock units vesting based on actual achievement of the performance metrics applicable to the Company’s 2023 performance-based restricted stock unit awards through the date of Ms. Montgomery’s termination. Finally, the Company has agreed to extend the exercise period of Ms. Montgomery’s vested stock options to 180 days following her date of termination.

The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

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