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Celestica (NYSE: CLS) director sells shares for taxes, exercises RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Celestica Inc director Michael Max Wilson reported multiple equity transactions involving company stock and awards. On May 19, 2026, he sold 4,168 common shares at an average of $333.31 per share, with a footnote stating the sale was to satisfy tax withholding obligations from restricted share unit (RSU) vesting. After the sale, he directly held 24,718 common shares.

On the same date, he acquired 8,676 common shares through the exercise or conversion of RSUs and received a grant of 157 director share units, each representing a contingent right to one common share or cash. Several RSU grants from 2023 and 2024 fully vested upon his retirement on May 19, 2026.

Positive

  • None.

Negative

  • None.
Insider Wilson Michael Max
Role null
Sold 4,168 shs ($1.39M)
Type Security Shares Price Value
Exercise Restricted Share Units 2,146 $0.00 --
Exercise Restricted Share Units 1,347 $0.00 --
Exercise Restricted Share Units 1,167 $0.00 --
Exercise Restricted Share Units 760 $0.00 --
Exercise Restricted Share Units 1,191 $0.00 --
Exercise Restricted Share Units 1,337 $0.00 --
Exercise Restricted Share Units 728 $0.00 --
Grant/Award Director Share Units 157 $0.00 --
Exercise Common Shares 8,676 $0.00 --
Sale Common Shares 4,168 $333.31 $1.39M
Holdings After Transaction: Restricted Share Units — 0 shares (Direct, null); Director Share Units — 1,984 shares (Direct, null); Common Shares — 28,886 shares (Direct, null)
Footnotes (1)
  1. Shares sold to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs"). The price reported was converted from Canadian dollars to U.S. dollars using the Bank of Canada exchange rate on the transaction date. Each RSU represents a contingent right to receive one common share or an equivalent value in cash at the holder's election. On June 30, 2023, the reporting person was granted 6,437 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026. On September 30, 2023, the reporting person was granted 4,042 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026. On December 31, 2023, the reporting person was granted 3,500 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026. On March 31, 2024, the reporting person was granted 2,280 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026. On June 30, 2024, the reporting person was granted 1,787 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026. On September 30, 2024, the reporting person was granted 2,006 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026. On December 31, 2024, the reporting person was granted 1,092 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026. Each director share unit represents a contingent right to receive one common share or an equivalent value in cash at the Issuer's discretion when the holder ceases to serve the Issuer as any of a director, consultant or other service provider.
Shares sold 4,168 shares Common shares sold on May 19, 2026 to satisfy tax withholding
Sale price $333.31 per share Average price for 4,168 common shares sold, converted from CAD
Shares after sale 24,718 shares Common shares directly held following the reported sale
RSU conversions 8,676 shares Common shares acquired through RSU exercises/conversions on May 19, 2026
Director share units granted 157 units New director share units awarded on May 19, 2026
Director share units outstanding 1,984 units Total director share units held after the award
restricted share units financial
"Shares sold to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs")."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
director share units financial
"Each director share unit represents a contingent right to receive one common share or an equivalent value in cash at the Issuer's discretion"
tax withholding obligations financial
"Shares sold to satisfy tax withholding obligations arising out of the vesting of restricted share units"
contingent right financial
"Each RSU represents a contingent right to receive one common share or an equivalent value in cash"
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
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SEC Form 4
FORM 4UNITED 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
X
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*
Wilson Michael Max

(Last)(First)(Middle)
5140 YONGE STREET
SUITE 1900

(Street)
TORONTOONTARIO, CANADAM2N 6L7

(City)(State)(Zip)

ONTARIO, CANADA

(Country)
2. Issuer Name and Ticker or Trading Symbol
CELESTICA INC [ CLS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares05/19/2026M8,676A$028,886D
Common Shares05/19/2026S4,168(1)D$333.31(2)24,718D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(3)05/19/2026M2,146 (4) (4)Common Shares2,146$00D
Restricted Share Units(3)05/19/2026M1,347 (5) (5)Common Shares1,347$00D
Restricted Share Units(3)05/19/2026M1,167 (6) (6)Common Shares1,167$00D
Restricted Share Units(3)05/19/2026M760 (7) (7)Common Shares760$00D
Restricted Share Units(3)05/19/2026M1,191 (8) (8)Common Shares1,191$00D
Restricted Share Units(3)05/19/2026M1,337 (9) (9)Common Shares1,337$00D
Restricted Share Units(3)05/19/2026M728 (10) (10)Common Shares728$00D
Director Share Units(11)05/19/2026A157 (11) (11)Common Shares157$01,984D
Explanation of Responses:
1. Shares sold to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs").
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 RSU represents a contingent right to receive one common share or an equivalent value in cash at the holder's election.
4. On June 30, 2023, the reporting person was granted 6,437 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026.
5. On September 30, 2023, the reporting person was granted 4,042 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026.
6. On December 31, 2023, the reporting person was granted 3,500 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026.
7. On March 31, 2024, the reporting person was granted 2,280 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026.
8. On June 30, 2024, the reporting person was granted 1,787 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026.
9. On September 30, 2024, the reporting person was granted 2,006 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026.
10. On December 31, 2024, the reporting person was granted 1,092 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date. The outstanding RSUs fully vested upon reporting person's retirement on May 19, 2026.
11. Each director share unit represents a contingent right to receive one common share or an equivalent value in cash at the Issuer's discretion when the holder ceases to serve the Issuer as any of a director, consultant or other service provider.
/s/ Tracy Connelly McGilley, attorney-in-fact05/20/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Celestica (CLS) director Michael Max Wilson report?

Michael Max Wilson reported selling 4,168 Celestica common shares and acquiring 8,676 shares through restricted share unit (RSU) exercises, plus 157 director share units. These actions reflect routine compensation-related equity activity around the time of his retirement.

At what price did the Celestica (CLS) director sell shares in this Form 4?

He sold 4,168 Celestica common shares at an average price of $333.31 per share. A footnote explains the price was converted from Canadian dollars using the Bank of Canada exchange rate on the transaction date, reflecting cross-border listing and currency effects.

Why did the Celestica (CLS) director sell 4,168 common shares?

The 4,168 common shares were sold to satisfy tax withholding obligations triggered by the vesting of restricted share units. This kind of sale is commonly mechanical, covering tax liabilities on equity compensation rather than indicating a discretionary reduction in ownership.

How many Celestica (CLS) shares does the director hold after these transactions?

Following the reported transactions, Michael Max Wilson directly holds 24,718 Celestica common shares. In addition, he holds 1,984 director share units, each representing a contingent right to receive one common share or cash when he ceases certain service roles.

What happened to the Celestica (CLS) director’s restricted share units on retirement?

RSU grants made between June 2023 and December 2024 fully vested upon Michael Max Wilson’s retirement on May 19, 2026. Several derivative transactions converted these RSUs into 8,676 common shares, aligning with the company’s time-based vesting and retirement provisions.

What are Celestica (CLS) director share units mentioned in the Form 4?

Director share units are derivative awards where each unit represents a contingent right to receive one Celestica common share or an equivalent cash amount. They settle when the holder stops serving as a director, consultant, or other service provider to the company.