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

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.

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^*

Etienvre Yann L

(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 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)
			Code	V	Amount	(A) or (D)	Price
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)
				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			6,829	(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
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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.

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.