STOCK TITAN

[Form 4] CELESTICA INC Insider Trading Activity

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

Rhea-AI Filing Summary

Celestica Inc. President Todd C. Cooper reported multiple equity compensation transactions in early February 2026. He exercised 160,126 performance share units and 6,644 restricted share units, receiving an equal number of common shares at an exercise price of $0 per share.

To cover tax withholding from vesting of RSUs and PSUs, 74,203 and 3,083 common shares were withheld at $287.45 per share. He also sold 85,923 and 3,561 common shares at $287.45 per share. After these transactions he directly held 108,970 common shares.

Separately, on February 3, 2026 he was granted 3,227 new restricted share units, each representing a right to one common share or cash, vesting ratably over three years.

Positive

  • None.

Negative

  • None.
Insider Cooper Todd C
Role President
Sold 89,484 shs ($25.72M)
Type Security Shares Price Value
Grant/Award Restricted Share Units 3,227 $0.00 --
Exercise Performance Share Units 160,126 $0.00 --
Exercise Restricted Share Units 6,644 $0.00 --
Exercise Common Shares 160,126 $0.00 --
Tax Withholding Common Shares 74,203 $287.45 $21.33M
Sale Common Shares 85,923 $287.45 $24.70M
Exercise Common Shares 6,644 $0.00 --
Tax Withholding Common Shares 3,083 $287.45 $886K
Sale Common Shares 3,561 $287.45 $1.02M
Holdings After Transaction: Restricted Share Units — 3,227 shares (Direct); Performance Share Units — 0 shares (Direct); Common Shares — 269,096 shares (Direct)
Footnotes (1)
  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. Each PSU represents a contingent right to receive one common share or an equivalent value in cash. 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. Each RSU represents a contingent right to receive one common share or an equivalent value in cash. On February 2, 2024, the reporting person was granted 19,934 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. On February 3, 2026, the reporting person was granted 3,227 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.
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)
02/02/2026
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 160,126 A $0 269,096 D
Common Shares 02/02/2026 F 74,203(1) D $287.45 194,893 D
Common Shares 02/02/2026 S 85,923 D $287.45 108,970 D
Common Shares 02/02/2026 M 6,644 A $0 115,614 D
Common Shares 02/02/2026 F 3,083(1) D $287.45 112,531 D
Common Shares 02/02/2026 S 3,561 D $287.45 108,970 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
Performance Share Units (2) 02/02/2026 M 160,126 01/31/2026 (3) Common Shares 160,126 $0 0 D
Restricted Share Units (4) 02/02/2026 M 6,644 (5) (5) Common Shares 6,644 $0 6,645 D
Restricted Share Units (4) 02/03/2026 A 3,227 (6) (6) Common Shares 3,227 $0 3,227 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. Each PSU represents a contingent right to receive one common share or an equivalent value in cash.
3. 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.
4. Each RSU represents a contingent right to receive one common share or an equivalent value in cash.
5. On February 2, 2024, the reporting person was granted 19,934 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.
6. On February 3, 2026, the reporting person was granted 3,227 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.
* 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).
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