Celestica Inc (NYSE: CLS) director details RSU vesting and share sale

Rhea-AI Filing Summary

Celestica Inc. director reports equity award activity and share withholding. A director of Celestica Inc. (CLS) reported several transactions dated 12/31/2025. The filing shows 4,266 common shares acquired at a stated price of $0 and 2,049 common shares disposed of at $299.45 to satisfy tax withholding on vested restricted share units (RSUs), leaving 18,547 common shares held directly.

Derivative tables show RSUs being exercised into common shares and director share units being credited. RSU grants made on December 31 of 2022, 2023, and 2024 each vest in three equal annual installments, and each RSU represents a contingent right to receive one common share or cash at the holder’s election. Director share units each represent a contingent right to receive one common share or cash when the holder ceases serving the company.

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

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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^*

Wilson Michael Max

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		M		4,266	A	$0	20,596	D
Common Shares	12/31/2025		F		2,049(1)	D	$299.45(2)	18,547	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	(3)	12/31/2025		M			2,736	(4)	(4)	Common Shares	2,736	$0	0	D
Restricted Share Units	(3)	12/31/2025		M			1,166	(5)	(5)	Common Shares	1,166	$0	1,167	D
Restricted Share Units	(3)	12/31/2025		M			364	(6)	(6)	Common Shares	364	$0	728	D
Director Share Units	(7)	12/31/2025		A		342		(7)	(7)	Common Shares	342	$0	1,429	D

Explanation of Responses:

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

2. The price reported was converted from Canadian dollars to U.S. dollars using the Bank of Canada exchange rate on the transaction date.

3. Each RSU represents a contingent right to receive one common share or an equivalent value in cash at the holder's election.

4. On December 31, 2022, the reporting person was granted 8,207 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

5. On December 31, 2023, the reporting person was granted 3,500 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

6. On December 31, 2024, the reporting person was granted 1,092 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

7. Each director share unit represents a contingent right to receive one common share or an equivalent value in cash at the Issuer's discretion when the holder ceases to serve the Issuer as any of a director, consultant or other service provider.

	/s/ Tracy Connelly McGilley, attorney-in-fact	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Celestica Inc (CLS) report on this Form 4?

The filing reports a Celestica Inc. director acquiring 4,266 common shares and disposing of 2,049 common shares on 12/31/2025, related to equity award vesting and tax withholding.

How many Celestica Inc (CLS) shares does the director own after the reported transactions?

After the reported 12/31/2025 transactions, the director beneficially owns 18,547 Celestica Inc. common shares directly.

What were the terms of the restricted share units reported by Celestica Inc (CLS)?

The filing notes RSU grants on December 31, 2022, December 31, 2023, and December 31, 2024, each vesting 1/3 annually over 3 years on the grant date anniversary. Each RSU represents a contingent right to receive one common share or equivalent cash at the holder’s election.

Why were some Celestica Inc (CLS) shares disposed of in this insider filing?

The filing explains that 2,049 shares were withheld or sold to satisfy tax withholding obligations arising from the vesting of restricted share units.

What are Celestica Inc (CLS) director share units mentioned in the filing?

Each director share unit represents a contingent right to receive one common share or an equivalent value in cash at the issuer’s discretion when the holder ceases to serve as a director, consultant, or other service provider.

Did the Celestica Inc (CLS) director file individually or jointly on this Form 4?

The document states that the Form 4 is filed by one reporting person, indicating it is an individual, not a joint or group, filing.