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.

Celestica director sells shares, exercises RSUs

Celestica Inc director Michael Max Wilson reported multiple equity transactions involving company stock and awards.

Filing Impact

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Filing Sentiment

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Form Type

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.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 10 txns

Insider Wilson Michael Max

Role Director

Sold 4,168 shs ($1.39M)

Approx. gross sale proceeds $1.39M

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	2,146	$0.00	$0.00
Exercise	Restricted Share Units	1,347	$0.00	$0.00
Exercise	Restricted Share Units	1,167	$0.00	$0.00
Exercise	Restricted Share Units	760	$0.00	$0.00
Exercise	Restricted Share Units	1,191	$0.00	$0.00
Exercise	Restricted Share Units	1,337	$0.00	$0.00
Exercise	Restricted Share Units	728	$0.00	$0.00
Grant/Award	Director Share Units	157	$0.00	$0.00
Exercise	Common Shares	8,676	$0.00	$0.00
Sale	Common Shares	4,168	$333.31	$1.39M

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Director Share Units — 1,984 contracts (Direct); Common Shares — 24,718 shares (Direct)

Footnotes (11)

F1. Shares sold to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs").
F2. The price reported was converted from Canadian dollars to U.S. dollars using the Bank of Canada exchange rate on the transaction date.
F3. Each RSU represents a contingent right to receive one common share or an equivalent value in cash at the holder's election.
F4. 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.
F5. 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.
F6. 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.
F7. 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.
F8. 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.
F9. 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.
F10. 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.
F11. 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.

Key Figures

Shares sold: 4,168 shares Sale price: $333.31 per share Shares after sale: 24,718 shares +3 more

6 metrics

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

Key Terms

restricted share units, director share units, tax withholding obligations, contingent right, +1 more

5 terms

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/20/2026 - 07:27 PM EDT

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^*

Wilson Michael Max

(Last)

(First)

(Middle)

5140 YONGE STREET

SUITE 1900

(Street)

TORONTO

ONTARIO, CANADA

M2N 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)

X	Director	10% 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)

X	Form 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)
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	05/19/2026		M		8,676	A	$0	28,886	D
Common Shares	05/19/2026		S		4,168⁽¹⁾	D	$333.31⁽²⁾	24,718	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)
Restricted Share Units	⁽³⁾	05/19/2026		M			2,146	⁽⁴⁾	⁽⁴⁾	Common Shares	2,146	$0	0	D
Restricted Share Units	⁽³⁾	05/19/2026		M			1,347	⁽⁵⁾	⁽⁵⁾	Common Shares	1,347	$0	0	D
Restricted Share Units	⁽³⁾	05/19/2026		M			1,167	⁽⁶⁾	⁽⁶⁾	Common Shares	1,167	$0	0	D
Restricted Share Units	⁽³⁾	05/19/2026		M			760	⁽⁷⁾	⁽⁷⁾	Common Shares	760	$0	0	D
Restricted Share Units	⁽³⁾	05/19/2026		M			1,191	⁽⁸⁾	⁽⁸⁾	Common Shares	1,191	$0	0	D
Restricted Share Units	⁽³⁾	05/19/2026		M			1,337	⁽⁹⁾	⁽⁹⁾	Common Shares	1,337	$0	0	D
Restricted Share Units	⁽³⁾	05/19/2026		M			728	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	728	$0	0	D
Director Share Units	⁽¹¹⁾	05/19/2026		A		157		⁽¹¹⁾	⁽¹¹⁾	Common Shares	157	$0	1,984	D

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-fact	05/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR