Celestica (NYSE: CLS) CEO exercises RSUs and withholds shares for tax

Rhea-AI Filing Summary

Celestica Inc. Chief Executive Officer Robert Mionis reported equity compensation activity involving restricted share units (RSUs) and common shares. On February 4, 2026, 12,133 RSUs were converted into 12,133 common shares at an exercise price of $0, increasing his directly held common shares.

To cover tax withholding arising from this RSU vesting, 4,775 common shares were withheld at a price of $297.45. After these transactions, Mionis directly owned 1,010,091 common shares and 24,267 RSUs. Each RSU represents a contingent right to receive one common share or an equivalent cash amount, and the RSUs referenced stem from a 36,400-unit grant made on February 4, 2025 that vests in stages over a three-year period.

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^*

MIONIS ROBERT

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		M		12,133	A	$0	1,014,866	D
Common Shares	02/04/2026		F		4,775(1)	D	$297.45	1,010,091	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	(2)	02/04/2026		M			12,133	(3)	(3)	Common Shares	12,133	$0	24,267	D

Explanation of Responses:

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

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

3. On February 4, 2025, the reporting person was granted 36,400 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	02/06/2026
	** 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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FAQ

What insider transactions did Celestica (CLS) CEO Robert Mionis report?

Robert Mionis reported the vesting and exercise of 12,133 restricted share units into 12,133 Celestica common shares at $0, and the withholding of 4,775 common shares at $297.45 to satisfy related tax obligations, all held directly.

How many Celestica (CLS) shares does the CEO own after this Form 4?

After the reported transactions, Celestica CEO Robert Mionis directly owned 1,010,091 common shares and 24,267 restricted share units, reflecting both the RSU conversion into common shares and the share withholding for tax on February 4, 2026.

What does the RSU transaction code "M" mean in the Celestica (CLS) Form 4?

In this Form 4, transaction code "M" indicates the exercise or conversion of derivative securities, specifically 12,133 restricted share units converting into 12,133 Celestica common shares at an exercise price of $0, increasing the CEO’s directly held common share position.

Why were 4,775 Celestica (CLS) shares withheld in the CEO’s Form 4?

The 4,775 Celestica common shares, reported with code "F" at $297.45, were withheld to satisfy tax withholding obligations triggered by the vesting of restricted share units, rather than being sold in an open-market discretionary transaction.

What are the terms of the 36,400 Celestica (CLS) RSUs granted to the CEO?

The filing notes a grant of 36,400 restricted share units on February 4, 2025. These RSUs vest ratably over three years: on each of the first and second anniversaries of the grant date and on December 1 following the second anniversary, subject to the plan’s conditions.

How many RSUs linked to Celestica (CLS) common shares does the CEO hold after the filing?

Following the February 4, 2026 transactions, Robert Mionis beneficially owned 24,267 restricted share units, each representing a contingent right to receive one Celestica common share or an equivalent value in cash, in addition to his common share holdings.