Celestica (CLS) CLO reports RSU grant, vesting and stock sales

Rhea-AI Filing Summary

Celestica Inc.’s Chief Legal Officer, Parker Douglas Michael, reported multiple equity award activities. On February 2, 2026, 3,449 and 2,415 restricted share units (RSUs) were exercised into common shares at $286.98 per share value reference, with 1,847 and 1,293 shares withheld to cover taxes and 1,602 and 1,122 common shares sold at the same price, leaving no common shares from those lots. On February 3, 2026, he received a new grant of 1,544 RSUs, each representing one common share or cash equivalent, vesting ratably over three years.

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^*

Parker Douglas Michael

(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 Legal 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		3,449	A	$0	3,449	D
Common Shares	02/02/2026		F		1,847(1)	D	$286.98(2)	1,602	D
Common Shares	02/02/2026		S		1,602	D	$286.98(2)	0	D
Common Shares	02/02/2026		M		2,415	A	$0	2,415	D
Common Shares	02/02/2026		F		1,293(1)	D	$286.98(2)	1,122	D
Common Shares	02/02/2026		S		1,122	D	$286.98(2)	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
Restricted Share Units	(3)	02/02/2026		M			3,449	(4)	(4)	Common Shares	3,449	$0	3,449	D
Restricted Share Units	(3)	02/02/2026		M			2,415	(5)	(5)	Common Shares	2,415	$0	2,414	D
Restricted Share Units	(3)	02/03/2026		A		1,544		(6)	(6)	Common Shares	1,544	$0	1,544	D

Explanation of Responses:

1. Shares withheld 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.

4. On February 12, 2024, the reporting person was granted 10,347 RSUs, which vest ratably over a three-year period on February 2, 2025, February 2, 2026 and December 1, 2026.

5. On February 12, 2024, the reporting person was granted 7,243 RSUs, which vest ratably over a three-year period on February 2, 2025, February 2, 2026 and December 1, 2026.

6. On February 3, 2026, the reporting person was granted 1,544 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 transactions did Celestica (CLS) report for its Chief Legal Officer?

Celestica’s Chief Legal Officer, Parker Douglas Michael, reported RSU vesting, tax-share withholding, and share sales. On February 2, 2026, RSUs converted into common shares, some shares were withheld for taxes, and 1,602 and 1,122 shares were sold at $286.98 per share.

How many restricted share units did the Celestica (CLS) executive receive in the latest grant?

On February 3, 2026, the Chief Legal Officer received a grant of 1,544 restricted share units. Each RSU represents a contingent right to one Celestica common share or an equivalent cash value, vesting ratably over three years according to the disclosed schedule.

At what price were Celestica (CLS) shares sold and valued in this Form 4 filing?

Common shares tied to RSU vesting and sales were valued at $286.98 per share, converted from Canadian dollars using the Bank of Canada rate. This price applied both to shares withheld for tax obligations and to open-market sales reported for February 2, 2026.

Why were some Celestica (CLS) shares withheld instead of sold by the insider?

Certain shares were withheld to satisfy tax withholding obligations arising from RSU vesting. Specifically, 1,847 and 1,293 common shares were retained by the issuer for taxes when RSUs converted, rather than being kept or sold by the Chief Legal Officer.

What do Celestica (CLS) restricted share units represent for the reporting executive?

Each restricted share unit represents a contingent right to receive one Celestica common share or an equivalent cash value. Vesting schedules detailed in the filing govern when these RSUs convert into shares or cash for the Chief Legal Officer over multi-year periods.

What prior RSU grants to Celestica (CLS) Chief Legal Officer are referenced?

The filing notes RSU grants made on February 12, 2024 of 10,347 and 7,243 units. These awards vest ratably over three years on February 2, 2025, February 2, 2026, and December 1, 2026, forming the basis for the 2026 RSU vesting activity reported.