What net proceeds does Celestica (CLS) expect from this share offering?

Celestica estimates net proceeds of approximately $3.39 billion from the offering. This figure is after deducting underwriting discounts, commissions and estimated offering expenses payable by the company in connection with both the primary sale and the exercised underwriters’ option.

Who were the lead underwriters in Celestica’s (CLS) share sale?

Celestica’s offering was led by Citigroup Global Markets Inc., BofA Securities, Inc. and TD Securities Inc. as representatives of the several underwriters. They participated under customary underwriting terms, including indemnification and standard closing conditions.

Celestica (NYSE: CLS) nets $3.39B from $310 share offering

Q: What equity transaction did Celestica (CLS) undertake on August 5, 2026?

Celestica entered an underwriting agreement to sell 9,677,419 common shares at $310.00 per share . The sale was made under an effective Form S-3 registration and an August 5, 2026 prospectus supplement with a syndicate led by major investment banks.

Q: Under what registration statement was the Celestica (CLS) offering made?

The offering was made under a registration statement on Form S-3 , Registration No. 333-285515 , filed March 3, 2025. It used a base prospectus contained in that registration and a related prospectus supplement dated August 5, 2026 describing this specific transaction.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Celestica Inc. entered into an Underwriting Agreement on August 5, 2026 to sell 9,677,419 common shares at an offering price of $310.00 per share. The company also granted the underwriters a 30‑day option to purchase up to 1,451,612 additional shares at the same price, which was fully exercised on August 6, 2026.

The offering, conducted under an effective Form S-3 registration statement and an August 5, 2026 prospectus supplement, is expected to generate approximately $3.39 billion in net proceeds after underwriting discounts, commissions and expenses. Celestica plans to use the net proceeds for working capital, to support investments in capital expenditures, and for other general corporate purposes. The agreement includes customary representations, warranties, conditions to closing, indemnification provisions and termination rights, and a Canadian legal opinion on the validity of the securities from Blake, Cassels & Graydon LLP.

Filing Explained

The reported issuance and sale expands Celestica’s share base, reducing existing holders’ percentage ownership absent offsetting changes.

The August 5 Form 8-K reports that Celestica’s offering included issuance and sale of 9,677,419 common shares, and that the underwriters exercised the full 30-day option for up to 1,451,612 additional shares on August 6, 2026.

Issuing these additional shares increases the share count and reduces existing holders’ percentage ownership absent offsetting changes. The Form S-3 supplied the registration capacity; the filing describes the transaction itself as an issuance and sale, rather than merely a registration.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Primary shares offered: 9,677,419 common shares Offering price: $310.00 per Common Share Underwriters' option shares: 1,451,612 Common Shares +2 more

5 metrics

Primary shares offered 9,677,419 common shares Common shares sold by Celestica under the August 5, 2026 underwriting agreement

Offering price $310.00 per Common Share Price per share in the August 2026 Celestica offering

Underwriters' option shares 1,451,612 Common Shares Additional shares purchasable under 30-day option, exercised in full on August 6, 2026

Estimated net proceeds approximately $3.39 billion Net proceeds after underwriting discounts, commissions and offering expenses

Option period 30 days Duration of underwriters' option to purchase additional Celestica common shares

Key Terms

Underwriting Agreement, registration statement on Form S-3, prospectus supplement, net proceeds, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

registration statement on Form S-3 regulatory

"The Offering was made pursuant to a registration statement on Form S-3 (Registration No. 333-285515)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"including a base prospectus contained therein, and a prospectus supplement dated August 5, 2026."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

net proceeds financial

"The Company estimates the net proceeds from the Offering will be approximately $3.39 billion"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

general corporate purposes financial

"capital expenditures, in addition to other general corporate purposes."

"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 04:02 PM Accepted by SEC EDGAR 08/07/2026 - 04:01 PM

FAQ

What equity transaction did Celestica (CLS) undertake on August 5, 2026?

Celestica entered an underwriting agreement to sell 9,677,419 common shares at $310.00 per share. The sale was made under an effective Form S-3 registration and an August 5, 2026 prospectus supplement with a syndicate led by major investment banks.

How many Celestica (CLS) shares are included in the underwriters’ option and was it exercised?

The underwriters received a 30‑day option to purchase up to 1,451,612 additional common shares at the offering price. Celestica reports that this option was exercised in full on August 6, 2026, increasing the total number of shares sold in the transaction.

How does Celestica (CLS) plan to use the $3.39 billion of net proceeds?

Celestica plans to use the net proceeds for working capital, to support investments in capital expenditures, and for other general corporate purposes. The company does not allocate specific amounts among these uses in the disclosed information.

Under what registration statement was the Celestica (CLS) offering made?

The offering was made under a registration statement on Form S-3, Registration No. 333-285515, filed March 3, 2025. It used a base prospectus contained in that registration and a related prospectus supplement dated August 5, 2026 describing this specific transaction.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

Celestica Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada	001-14832	98-0185558
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5140 Yonge Street, Suite 1900 Toronto, Ontario, Canada		M2N 6L7
(Address of principal executive officers)		(Zip Code)

(416) 448-2211

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading	Name of each exchange on which registered
Common Shares without par value	CLS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On August 5, 2026, Celestica Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc. and TD Securities Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the offering, issuance and sale by the Company of 9,677,419 common shares, without par value, of the Company (the “Common Shares”), at an offering price of $310.00 per Common Share (the “Offering”). In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days, to purchase up to 1,451,612 Common Shares at the offering price, which the Underwriters exercised in full on August 6, 2026. The Offering was made pursuant to a registration statement on Form S-3 (Registration No. 333-285515) filed on March 3, 2025, including a base prospectus contained therein, and a prospectus supplement dated August 5, 2026. The Company estimates the net proceeds from the Offering will be approximately $3.39 billion, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for working capital and to support investments in capital expenditures, in addition to other general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The foregoing descriptions of the Underwriting Agreement are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Blake, Cassels & Graydon LLP, Canadian counsel to the Company, has issued an opinion regarding the validity of the foregoing securities offered and sold in the Offering, a copy of which is filed as Exhibit 5.1 hereto.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.	Description

1.1	Underwriting Agreement, dated as of August 5, 2026, between Celestica Inc. and Citigroup Global Markets Inc., BofA Securities, Inc. and TD Securities Inc., as representatives of the several underwriters named therein

5.1	Opinion of Blake, Cassels & Graydon LLP

23.1	Consent of Blake, Cassels & Graydon LLP

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Celestica Inc.

Date: August 7, 2026
	By:	/s/ Douglas Parker
		Name:	Douglas Parker
		Title:	Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Financial & Certifications

EX-23.1 EXHIBIT 23.1 12.1 KB