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

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Wilson Michael Max
Role Director
Type Security Shares Price Value
Exercise Restricted Share Units 2,736 $0.00 --
Exercise Restricted Share Units 1,166 $0.00 --
Exercise Restricted Share Units 364 $0.00 --
Grant/Award Director Share Units 342 $0.00 --
Exercise Common Shares 4,266 $0.00 --
Tax Withholding Common Shares 2,049 $299.45 $614K
Holdings After Transaction: Restricted Share Units — 0 shares (Direct); Director Share Units — 1,429 shares (Direct); Common Shares — 20,596 shares (Direct)
Footnotes (1)
  1. Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs"). The price reported was converted from Canadian dollars to U.S. dollars using the Bank of Canada exchange rate on the transaction date. Each RSU represents a contingent right to receive one common share or an equivalent value in cash at the holder's election. 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. 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. 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. 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.
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*
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
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

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.