CLS Form 4: Director Reports 6,697-Share Acquisition and Multiple RSU Grants

Rhea-AI Filing Summary

Michael Max Wilson, a director of Celestica Inc. (CLS), reported multiple equity award transactions on Form 4 dated 12/31/2024. The filing shows an acquisition of 6,697 common shares (code M) resulting in 17,667 shares beneficially owned after the transaction. The report also lists several restricted share unit (RSU) transactions: purchases/acquisitions of 2,795, 2,735, 1,167, and 1,092 RSUs on 12/31/2024, with corresponding beneficial ownership counts shown as 0, 2,736, 2,333, and 1,092 common shares respectively. The explanatory notes confirm the RSUs were annual grants from 2021 through 2024 and vest one-third annually over three years.

Positive

• Acquisition of 6,697 common shares reported, increasing disclosed beneficial ownership to 17,667 shares
• Multiple RSU grants from 2021–2024 are documented with clear vesting schedules (one-third annually)
• Form 4 filed for a director, indicating compliance with Section 16 reporting requirements

Negative

• None.

Insights

Financial Analyst

TL;DR: Director reported acquisitions of common shares and multiple RSU grants, modestly increasing reported beneficial ownership.

The Form 4 documents non-derivative acquisitions and RSU transactions executed or recognized on 12/31/2024. The reporting person acquired 6,697 common shares, bringing reported beneficial ownership to 17,667 shares. Several RSU entries reflect grants from 2021 through 2024 with standard three-year annual vesting; the filing lists current post-transaction share equivalents for each RSU tranche. This is a routine insider compensation and vesting disclosure rather than an operational or financial performance disclosure.

Corporate Governance Expert

TL;DR: Disclosure shows routine director compensation in equity form and timely Section 16 reporting; no governance red flags in the filing.

The report identifies Michael Max Wilson as a director and records RSU grant vintages and vesting schedules explicitly: 2021, 2022, 2023, and 2024 grants with one-third annual vesting. The signature by an attorney-in-fact and the presence of explanatory footnotes indicate adherence to disclosure norms. The filing does not disclose any derivative exercises, sales, or departures that would raise governance concerns.

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)
12/31/2024

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	12/31/2024		M		6,697	A	$0	17,667	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	(1)	12/31/2024		M			2,795	(2)	(2)	Common Shares	2,795	$0	0	D
Restricted Share Units	(1)	12/31/2024		M			2,735	(3)	(3)	Common Shares	2,735	$0	2,736	D
Restricted Share Units	(1)	12/31/2024		M			1,167	(4)	(4)	Common Shares	1,167	$0	2,333	D
Restricted Share Units	(1)	12/31/2024		A		1,092		(5)	(5)	Common Shares	1,092	$0	1,092	D

Explanation of Responses:

1. Each restricted share unit ("RSU") represents a contingent right to receive one common share or an equivalent value in cash at the holder's election.

2. On December 31, 2021, the reporting person was granted 8,386 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

3. 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.

4. 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.

5. 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.

	/s/ Tracy Connelly McGilley, attorney-in-fact	01/02/2025
	** 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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FAQ

How many common shares did Michael Max Wilson acquire on 12/31/2024 (CLS)?

The Form 4 reports an acquisition of 6,697 common shares on 12/31/2024, resulting in 17,667 shares beneficially owned after the transaction.

What restricted share units (RSUs) are disclosed in the Form 4 for CLS?

The filing lists RSU transactions of 2,795, 2,735, 1,167, and 1,092 RSUs, tied to grants from 2021 through 2024 with one-third vesting annually.

What is the reporting person's relationship to Celestica (CLS)?

The reporting person, Michael Max Wilson, is identified as a Director of Celestica Inc.

Do the RSUs have specified vesting terms in the filing?

Yes. The explanatory notes state each RSU grant vests one-third annually over three years from the grant date.

Who signed the Form 4 filing for the reporting person?

The form is signed by /s/ Tracy Connelly McGilley, attorney-in-fact dated 01/02/2025.