Celestica (CLS) president exercises RSUs and sells 1,065 common shares

Rhea-AI Filing Summary

Celestica Inc. president Todd C. Cooper reported multiple equity transactions on February 4, 2026. He exercised 1,986 restricted share units (RSUs) into common shares at $0, reflecting stock-based compensation vesting. To cover tax withholding from the RSU vesting, 921 common shares were withheld at a price of $283.51 per share.

On the same date, Cooper also sold 1,065 common shares at $283.51 per share in an open-market sale. After these transactions, he directly owned 108,970 common shares of Celestica Inc. and 3,971 RSUs, which each represent the right to receive one common share or equivalent cash value.

Insider Trade Summary

Net Seller: 1,065 shares ($301,938)

Net Sell 4 txns

Insider Cooper Todd C

Role President

Sold 1,065 shs ($302K)

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	1,986	$0.00	--
Exercise	Common Shares	1,986	$0.00	--
Tax Withholding	Common Shares	921	$283.51	$261K
Sale	Common Shares	1,065	$283.51	$302K

Holdings After Transaction: Restricted Share Units — 3,971 shares (Direct); Common Shares — 110,956 shares (Direct)

Footnotes (1)

1. Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs"). Each RSU represents a contingent right to receive one common share or an equivalent value in cash. On February 4, 2025, the reporting person was granted 5,957 RSUs, which vest ratably over a three-year period on each of the first and second anniversaries of the grant date and on December 1 following the second anniversary of the grant date.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Cooper Todd C

(Last) (First) (Middle)

5140 YONGE STREET

SUITE 1900

(Street)

TORONTO A6 M2N 6L7

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CELESTICA INC [ CLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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
Common Shares	02/04/2026		M		1,986	A	$0	110,956	D
Common Shares	02/04/2026		F		921(1)	D	$283.51	110,035	D
Common Shares	02/04/2026		S		1,065	D	$283.51	108,970	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
Restricted Share Units	(2)	02/04/2026		M			1,986	(3)	(3)	Common Shares	1,986	$0	3,971	D

Explanation of Responses:

1. Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs").

2. Each RSU represents a contingent right to receive one common share or an equivalent value in cash.

3. On February 4, 2025, the reporting person was granted 5,957 RSUs, which vest ratably over a three-year period on each of the first and second anniversaries of the grant date and on December 1 following the second anniversary of the grant date.

	/s/ Tracy Connelly McGilley, attorney-in-fact	02/06/2026
	** 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

What insider activity did Celestica (CLS) president Todd C. Cooper report?

Todd C. Cooper reported exercising 1,986 restricted share units into Celestica common shares, share withholding for taxes, and the sale of 1,065 common shares at $283.51 per share. These transactions reflect routine equity compensation vesting and a subsequent share sale.

How many Celestica (CLS) shares did Todd C. Cooper sell and at what price?

Todd C. Cooper sold 1,065 Celestica common shares at $283.51 per share. This sale occurred on February 4, 2026, alongside RSU vesting and tax withholding-related share withholding reported in the same Form 4 filing.

How many Celestica (CLS) shares does Todd C. Cooper own after this Form 4?

After the reported transactions, Todd C. Cooper directly owns 108,970 Celestica common shares. He also holds 3,971 restricted share units, each representing a contingent right to receive one Celestica common share or an equivalent value in cash in the future.

What restricted share unit (RSU) activity was disclosed for Celestica (CLS) president Todd C. Cooper?

Todd C. Cooper exercised 1,986 RSUs into Celestica common shares at an exercise price of $0. These RSUs are part of a 5,957-unit grant from February 4, 2025 that vests ratably over three years on specified anniversary and December 1 dates.

Why were 921 Celestica (CLS) shares withheld in Todd C. Cooper’s Form 4?

The 921 Celestica common shares were withheld to satisfy tax withholding obligations from the vesting of RSUs. The shares were valued at $283.51 per share for this withholding, as disclosed in the Form 4 explanation of responses footnote.

What is the structure of Todd C. Cooper’s Celestica (CLS) RSU grant mentioned in the filing?

The filing notes a grant of 5,957 RSUs awarded on February 4, 2025 to Todd C. Cooper. These RSUs vest ratably over three years, on each of the first and second anniversaries of the grant date and on December 1 following the second anniversary.