How were tax obligations handled for the Celestica COO’s vested share units?

The filing states that certain shares were withheld to satisfy tax withholding obligations arising from the vesting of RSUs and PSUs. Specifically, 77,421 and 3,305 common shares were withheld at $287.45 per share in connection with the February 2, 2026 equity vestings.

What new restricted share units did the Celestica COO receive on February 3, 2026?

On February 3, 2026, the COO received a grant of 4,209 restricted share units. Each RSU represents a contingent right to receive one Celestica common share or an equivalent cash value, vesting ratably over three years on specified anniversary and December 1 dates.

How are Celestica performance share units described in this Form 4?

Each performance share unit represents a contingent right to receive one common share or cash. The filing notes that 160,126 PSUs were deemed earned after Human Resources and Compensation Committee certification of performance at 200% of target, with common shares issued following vesting on January 31, 2026.

Celestica (CLS) COO Etienvre exercises PSUs, sells shares and gets new RSUs

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Celestica Inc. Chief Operations Officer Yann L. Etienvre reported multiple equity transactions dated February 2–3, 2026. He exercised 160,126 performance share units into the same number of common shares at an exercise price of $0 and 6,829 restricted share units into common shares.

To cover tax withholding on these vestings, 77,421 and 3,305 common shares were withheld at $287.45 per share. He then sold 82,705 and 3,524 common shares at $287.45 per share, leaving no common shares from those lots. On February 3, 2026, he also received a new grant of 4,209 restricted share units, each representing a contingent right to one common share or cash.

Insider Trade Summary

Net Seller: 86,229 shares ($24,786,526)

Net Sell 9 txns

Insider Etienvre Yann L

Role Chief Operations Officer

Sold 86,229 shs ($24.79M)

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	4,209	$0.00	--
Exercise	Performance Share Units	160,126	$0.00	--
Exercise	Restricted Share Units	6,829	$0.00	--
Exercise	Common Shares	160,126	$0.00	--
Tax Withholding	Common Shares	77,421	$287.45	$22.25M
Sale	Common Shares	82,705	$287.45	$23.77M
Exercise	Common Shares	6,829	$0.00	--
Tax Withholding	Common Shares	3,305	$287.45	$950K
Sale	Common Shares	3,524	$287.45	$1.01M

Holdings After Transaction: Restricted Share Units — 4,209 shares (Direct); Performance Share Units — 0 shares (Direct); Common Shares — 160,126 shares (Direct)

Footnotes (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 20,487 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 4,209 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.

Form 4 Insider Transactions: What Each Field Means →

02/03/2026 - 04:21 PM

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^*

Etienvre Yann L

(Last)

(First)

(Middle)

5140 YONGE STREET

SUITE 1900

(Street)

TORONTO

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 Operations 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/02/2026		M		160,126	A	$0	160,126	D
Common Shares	02/02/2026		F		77,421⁽¹⁾	D	$287.45	82,705	D
Common Shares	02/02/2026		S		82,705	D	$287.45	0	D
Common Shares	02/02/2026		M		6,829	A	$0	6,829	D
Common Shares	02/02/2026		F		3,305⁽¹⁾	D	$287.45	3,524	D
Common Shares	02/02/2026		S		3,524	D	$287.45	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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			6,829	⁽⁵⁾	⁽⁵⁾	Common Shares	6,829	$0	6,829	D
Restricted Share Units	⁽⁴⁾	02/03/2026		A		4,209		⁽⁶⁾	⁽⁶⁾	Common Shares	4,209	$0	4,209	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 20,487 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 4,209 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Celestica (CLS) report for COO Yann Etienvre in February 2026?

Celestica reported that COO Yann L. Etienvre exercised 160,126 performance share units and 6,829 restricted share units into common shares. He then had shares withheld for taxes and sold additional shares at $287.45 per share, and received a new grant of 4,209 restricted share units.

How many Celestica common shares did the COO sell according to this Form 4?

The Form 4 shows sales of 82,705 common shares and 3,524 common shares, both at a price of $287.45 per share. These sales followed the vesting and settlement of performance share units and restricted share units into common shares reported in the same filing.

What equity awards vested for Celestica COO Yann Etienvre on February 2, 2026?

On February 2, 2026, 160,126 performance share units and 6,829 restricted share units vested for Celestica’s COO. Each unit converted into one common share for no cash exercise price, consistent with the company’s performance and restricted share unit programs described in the footnotes.