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Celestica (NYSE: CLS) president sells 120,000 shares after RSU vesting

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Celestica Inc. president Jason Phillips reported multiple equity transactions in early February 2026. On February 4, 2,537 restricted share units (RSUs) were converted into common shares at an exercise price of $0, and 1,116 common shares were withheld at $297.45 to cover taxes.

After these events, he sold 20,000 common shares on February 5 at $300.01 per share and 100,000 common shares on February 6 at $308.92 per share. Following the sales, he directly held 12,584 common shares and 5,074 RSUs. A footnote also notes 18,505 common shares previously omitted from earlier filings, now reflected through a Form 3 amendment.

Positive

  • None.

Negative

  • None.
Insider Phillips Jason
Role President
Sold 120,000 shs ($36.89M)
Type Security Shares Price Value
Sale Common Shares 100,000 $308.92 $30.89M
Sale Common Shares 20,000 $300.01 $6.00M
Exercise Restricted Share Units 2,537 $0.00 --
Exercise Common Shares 2,537 $0.00 --
Tax Withholding Common Shares 1,116 $297.45 $332K
Holdings After Transaction: Common Shares — 12,584 shares (Direct); Restricted Share Units — 5,074 shares (Direct)
Footnotes (1)
  1. Includes 18,505 common shares that were inadvertently omitted from the reporting person's previous filings, as reported on the Form 3 amendment filed on February 6, 2026. Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs"). Each RSU represents a contingent right to receive one common share or an equivalent value in cash. On February 4, 2025, the reporting person was granted 7,611 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
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*
Phillips Jason
(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)
President
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026
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 02/04/2026 M 2,537 A $0 133,700(1) D
Common Shares 02/04/2026 F 1,116(2) D $297.45 132,584 D
Common Shares 02/05/2026 S 20,000 D $300.01 112,584 D
Common Shares 02/06/2026 S 100,000 D $308.92 12,584 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) 02/04/2026 M 2,537 (4) (4) Common Shares 2,537 $0 5,074 D
Explanation of Responses:
1. Includes 18,505 common shares that were inadvertently omitted from the reporting person's previous filings, as reported on the Form 3 amendment filed on February 6, 2026.
2. Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs").
3. Each RSU represents a contingent right to receive one common share or an equivalent value in cash.
4. On February 4, 2025, the reporting person was granted 7,611 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 02/06/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Celestica (CLS) president Jason Phillips report?

Jason Phillips reported RSU vesting, tax share withholding, and share sales. RSUs converted into 2,537 common shares, 1,116 shares were withheld for taxes, and he later sold 20,000 shares and 100,000 shares in two separate transactions at disclosed market prices.

How many Celestica (CLS) shares did Jason Phillips sell in February 2026?

Jason Phillips sold a total of 120,000 Celestica common shares. He sold 20,000 shares on February 5, 2026 at $300.01 per share and 100,000 shares on February 6, 2026 at $308.92 per share, according to the reported transactions.

How many Celestica (CLS) shares does Jason Phillips hold after these transactions?

After the reported transactions, Jason Phillips directly holds 12,584 Celestica common shares. He also beneficially owns 5,074 restricted share units, each representing a contingent right to receive one common share or an equivalent cash amount, based on the filing details.

What happened to Jason Phillips’ restricted share units (RSUs) in this Form 4 for Celestica (CLS)?

On February 4, 2026, 2,537 RSUs were exercised into Celestica common shares at an exercise price of $0. These RSUs come from a 7,611-unit grant dated February 4, 2025 that vests ratably over three years on specified anniversary and December dates.

Why were 1,116 Celestica (CLS) shares withheld in Jason Phillips’ Form 4?

The filing states that 1,116 common shares were withheld to satisfy tax withholding obligations. These obligations arose from the vesting of restricted share units, so part of the vested shares was retained rather than delivered as freely tradable stock to Jason Phillips.

What correction about previously unreported Celestica (CLS) shares is disclosed for Jason Phillips?

A footnote explains that 18,505 common shares were inadvertently omitted from earlier reports. This omission was addressed in a Form 3 amendment filed on February 6, 2026, and those shares are now included in Jason Phillips’ reported beneficial ownership totals.