Celestica (CLS) CEO reports PSU vesting, tax share withholding and new RSUs

Rhea-AI Filing Summary

Celestica Inc. Chief Executive Officer and director Robert Mionis reported a series of equity award events. On February 2, 2026, 780,376 performance share units were exercised into the same number of common shares after the compensation committee certified performance at 200% of target, and 33,684 restricted share units were also exercised into common shares.

On the same date, 307,078 and 13,255 common shares were withheld to cover tax obligations from these vestings at a price of $280.99 per share, leaving Mionis with 1,002,733 common shares held directly. Separately, on February 3, 2026, he received a new grant of 23,009 restricted share units, which vest ratably over three years. Following these transactions, he also holds 33,684 and 23,009 restricted share units, each representing a contingent right to receive one common share or cash.

Insider Trade Summary

814,060 shares exercised/converted

Mixed 7 txns

Insider MIONIS ROBERT

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	23,009	$0.00	--
Exercise	Performance Share Units	780,376	$0.00	--
Exercise	Restricted Share Units	33,684	$0.00	--
Exercise	Common Shares	780,376	$0.00	--
Tax Withholding	Common Shares	307,078	$280.99	$86.29M
Exercise	Common Shares	33,684	$0.00	--
Tax Withholding	Common Shares	13,255	$280.99	$3.72M

Holdings After Transaction: Restricted Share Units — 23,009 shares (Direct); Performance Share Units — 0 shares (Direct); Common Shares — 1,289,382 shares (Direct)

Footnotes (1)

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 101,052 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 23,009 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 →

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
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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^*

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)
02/02/2026

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		780,376	A	$0	1,289,382	D
Common Shares	02/02/2026		F		307,078(1)	D	$280.99	982,304	D
Common Shares	02/02/2026		M		33,684	A	$0	1,015,988	D
Common Shares	02/02/2026		F		13,255(1)	D	$280.99	1,002,733	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			780,376	01/31/2026	(3)	Common Shares	780,376	$0	0	D
Restricted Share Units	(4)	02/02/2026		M			33,684	(5)	(5)	Common Shares	33,684	$0	33,684	D
Restricted Share Units	(4)	02/03/2026		A		23,009		(6)	(6)	Common Shares	23,009	$0	23,009	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 101,052 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 23,009 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).
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FAQ

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

Robert Mionis reported vesting of performance share units and restricted share units into common shares, tax-share withholding transactions, and a new restricted share unit grant. These moves reflect routine equity compensation activity rather than open-market buying or selling of Celestica shares.

How many Celestica (CLS) common shares does the CEO hold after these Form 4 transactions?

After the reported transactions, Robert Mionis beneficially owns 1,002,733 Celestica common shares directly. This figure comes after the company withheld shares to cover tax obligations related to vesting performance share units and restricted share units on February 2, 2026.

What happened to Robert Mionis’s performance share units in this Celestica (CLS) filing?

780,376 performance share units were deemed earned at 200% of target and converted into the same number of common shares. The Human Resources and Compensation Committee certified the performance, and the underlying common shares were issued following the vesting on January 31, 2026.

Why were Celestica (CLS) shares withheld in Robert Mionis’s Form 4?

Shares were withheld to satisfy tax withholding obligations arising from vesting of restricted share units and performance share units. Instead of paying cash taxes, a portion of the newly delivered common shares was retained by the issuer at $280.99 per share to cover those obligations.

What new restricted share units did the Celestica (CLS) CEO receive?

On February 3, 2026, Robert Mionis received 23,009 restricted share units. 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 terms.

How many restricted share units does the Celestica (CLS) CEO hold after the filing?

Following the reported transactions, Robert Mionis holds 33,684 previously granted restricted share units and a new grant of 23,009 restricted share units. Each RSU represents a contingent right to receive one Celestica common share or an equivalent value in cash.