Celestica (CLS) CFO exercises awards and receives new RSU grant

Rhea-AI Filing Summary

Celestica Inc.'s Chief Financial Officer, Mandeep Chawla, reported equity compensation activity involving performance share units (PSUs), restricted share units (RSUs), and common shares. On February 2, 2026, 183,674 PSUs and 7,382 RSUs were exercised into common shares at an exercise price of $0.

To cover related tax withholding, 98,321 common shares at $279.78 and 3,952 common shares at $280.99 were withheld, leaving 98,266 common shares directly owned after these transactions. The 183,674 PSUs were earned at 200% of target after committee certification and vested on January 31, 2026.

On February 3, 2026, Chawla was also granted 4,630 new RSUs, each representing a contingent right to one common share or cash, vesting ratably over three years on the first and second anniversaries of the grant date and on the December 1 following the second anniversary.

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^*

Chawla Mandeep

(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 Financial 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		183,674	A	$0	193,157	D
Common Shares	02/02/2026		F		98,321(1)	D	$279.78(2)	94,836	D
Common Shares	02/02/2026		M		7,382	A	$0	102,218	D
Common Shares	02/02/2026		F		3,952(1)	D	$280.99	98,266	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			183,674	01/31/2026	(4)	Common Shares	183,674	$0	0	D
Restricted Share Units	(5)	02/02/2026		M			7,382	(6)	(6)	Common Shares	7,382	$0	7,383	D
Restricted Share Units	(5)	02/03/2026		A		4,630		(7)	(7)	Common Shares	4,630	$0	4,630	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 22,148 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 4,630 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
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FAQ

What insider transaction did Celestica (CLS) disclose for its CFO?

Celestica disclosed equity compensation activity for its CFO. On February 2, 2026, Mandeep Chawla exercised 183,674 performance share units and 7,382 restricted share units into common shares and had shares withheld to satisfy tax obligations related to these vesting events.

How many Celestica (CLS) common shares did the CFO have after these transactions?

The CFO directly held 98,266 common shares after the reported activity. This balance reflects exercises of performance share units and restricted share units on February 2, 2026, along with shares withheld at the same time to cover associated tax withholding obligations.

Why were Celestica (CLS) shares reported with transaction code "F" for the CFO?

Shares with code "F" were withheld for tax withholding obligations. Specifically, 98,321 and 3,952 common shares were withheld on February 2, 2026, to satisfy taxes arising from the vesting of restricted share units and performance share units held by the Chief Financial Officer.

What performance share unit activity did Celestica (CLS) report for its CFO?

The CFO’s performance share units were fully earned at 200% of target. 183,674 PSUs, each convertible into one common share or cash, were deemed earned after committee certification and the underlying common shares were issued following vesting on January 31, 2026.

What new restricted share unit grant did the Celestica (CLS) CFO receive?

The CFO received a grant of 4,630 restricted share units. Granted on February 3, 2026, these RSUs each represent a right to one common share or cash and vest ratably over three years on specified anniversary and December 1 vesting dates.

How do Celestica (CLS) RSUs and PSUs work for the CFO?

Each RSU or PSU represents a right to one common share or cash. PSUs are earned based on pre-established performance parameters, while RSUs and PSUs, once vested, may result in common shares issued to the CFO or an equivalent cash value, as described.