Celestica (CLS) CFO reports RSU vesting and 1,359 shares withheld for taxes

Rhea-AI Filing Summary

Celestica Inc.'s Chief Financial Officer, Mandeep Chawla, reported routine equity compensation activity. On February 4, 2026, 2,537 restricted share units were converted into the same number of common shares at an exercise price of $0, reflecting normal vesting.

On the same date, 1,359 common shares were withheld at a price of $297.45 to cover tax obligations from the RSU vesting, as explained in the footnotes. Following these transactions, Chawla directly owned 99,444 common shares and 5,074 restricted share units, illustrating ongoing alignment with shareholders through equity-based compensation.

Insider Trade Summary

2,537 shares exercised/converted

Mixed 3 txns

Insider Chawla Mandeep

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	2,537	$0.00	--
Exercise	Common Shares	2,537	$0.00	--
Tax Withholding	Common Shares	1,359	$297.45	$404K

Holdings After Transaction: Restricted Share Units — 5,074 shares (Direct); Common Shares — 100,803 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 7,611 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
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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^*

Chawla Mandeep

(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)
	Chief Financial Officer

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		2,537	A	$0	100,803	D
Common Shares	02/04/2026		F		1,359(1)	D	$297.45	99,444	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			2,537	(3)	(3)	Common Shares	2,537	$0	5,074	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 7,611 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).
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FAQ

What insider transaction did Celestica (CLS) report for CFO Mandeep Chawla?

CFO Mandeep Chawla reported routine equity compensation activity. He converted 2,537 restricted share units into common shares, then had 1,359 shares withheld to cover taxes related to the vesting, as disclosed in the footnotes.

How many Celestica (CLS) common shares does the CFO hold after this Form 4?

After the reported transactions, CFO Mandeep Chawla directly held 99,444 common shares of Celestica. This total reflects both the RSU conversion into shares and the shares withheld to satisfy tax withholding obligations.

What happened to the restricted share units in the Celestica (CLS) Form 4 filing?

On February 4, 2026, 2,537 restricted share units were converted into the same number of common shares at an exercise price of $0. After this transaction, 5,074 restricted share units remained beneficially owned by the CFO.

Why were 1,359 Celestica (CLS) shares withheld in the CFO’s Form 4?

The Form 4 states that 1,359 common shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted share units. This is a common practice to cover taxes without requiring separate cash payments.

How do Celestica (CLS) restricted share units work for the CFO grant?

Each restricted share unit (RSU) represents a contingent right to receive one common share or equivalent cash. A prior grant of 7,611 RSUs vests ratably over three years on specified anniversaries and a later December 1 date.

Is the Celestica (CLS) CFO’s Form 4 transaction a stock sale on the open market?

The reported activity primarily reflects RSU vesting and tax withholding, not a discretionary open-market sale. Shares were issued at $0 from vested RSUs, and a portion was withheld to cover related tax obligations.