Celestica (CLS) HR chief exercises PSUs, sells shares and gets new RSU grant

Rhea-AI Filing Summary

Celestica Inc.'s Chief Human Resources Officer, Leila Wong, reported several equity-compensation transactions. On February 2, 2026, 61,224 performance share units were exercised into an equal number of common shares at $0 exercise price, after PSUs were certified at 200% of target. Shares were then withheld for taxes and 28,450 common shares were sold at $286.98, with additional withholding of 1,730 shares and a sale of 1,500 shares at $287.45. Wong also exercised 3,230 restricted share units into common shares and received a new grant of 2,315 RSUs on February 3, 2026. Following these transactions, she directly held 13,892 common shares, plus 3,230 and 2,315 RSUs.

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^*

Wong Leila

(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 Human Resources Officer

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

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	02/02/2026		M		61,224	A	$0	75,116	D
Common Shares	02/02/2026		F		32,774(1)	D	$286.98(2)	42,342	D
Common Shares	02/02/2026		S		28,450	D	$286.98(2)	13,892	D
Common Shares	02/02/2026		M		3,230	A	$0	17,122	D
Common Shares	02/02/2026		F		1,730(1)	D	$287.45	15,392	D
Common Shares	02/02/2026		S		1,500	D	$287.45	13,892	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
Performance Share Units	(3)	02/02/2026		M			61,224	01/31/2026	(4)	Common Shares	61,224	$0	0	D
Restricted Share Units	(5)	02/02/2026		M			3,230	(6)	(6)	Common Shares	3,230	$0	3,230	D
Restricted Share Units	(5)	02/03/2026		A		2,315		(7)	(7)	Common Shares	2,315	$0	2,315	D

Explanation of Responses:

1. Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs") or performance share units ("PSUs"), as applicable.

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

4. Reflects PSUs deemed earned upon Human Resources and Compensation Committee certification of the achievement of pre-established performance parameters at 200% of the target. The common shares underlying these PSUs were issued to the reporting person following the vest on January 31, 2026.

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

6. On February 2, 2024, the reporting person was granted 9,690 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.

7. On February 3, 2026, the reporting person was granted 2,315 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	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Celestica (CLS) report for Leila Wong?

Celestica reported that Chief Human Resources Officer Leila Wong exercised performance and restricted share units into common shares, had shares withheld for taxes, and sold a portion of the resulting common shares in open-market transactions as part of equity compensation activity.

How many Celestica common shares did Leila Wong sell in this Form 4?

Leila Wong sold 28,450 Celestica common shares at $286.98 and 1,500 shares at $287.45. These sales followed the vesting and exercise of performance and restricted share units that had been granted under the company’s executive compensation programs.

What performance share unit (PSU) activity was disclosed for Celestica (CLS)?

The filing shows 61,224 Celestica performance share units exercised into common shares at a $0 exercise price. These PSUs were deemed earned at 200% of target after the Human Resources and Compensation Committee certified achievement of pre-established performance parameters.

How many restricted share units (RSUs) did Leila Wong receive from Celestica?

Leila Wong received a new grant of 2,315 restricted share units on February 3, 2026. The RSUs vest ratably over three years on the first and second anniversaries of the grant date and on a December 1 date following the second anniversary.

What were Leila Wong’s Celestica shareholdings after these transactions?

After the reported transactions, Leila Wong directly held 13,892 Celestica common shares. She also beneficially owned 3,230 previously granted restricted share units and 2,315 newly granted restricted share units, each representing a contingent right to receive one common share or cash.

Why were some Celestica shares withheld in Leila Wong’s Form 4?

The filing explains that certain shares were withheld to satisfy tax withholding obligations. These obligations arose when restricted share units and performance share units vested, a common practice to cover applicable employment and income taxes on equity compensation.