Celestica (CLS) President logs PSU vesting, tax withholding and new RSU grant

Rhea-AI Filing Summary

Celestica Inc. President Jason Phillips reported several equity award transactions in early February 2026. On February 2, 2026, 174,254 performance share units and 7,382 restricted share units were exercised at $0, converting into common shares, with some shares then withheld at $280.99 per share to cover tax obligations. Following these movements, he directly held 112,658 common shares. On February 3, 2026, he received a new grant of 4,209 restricted share units, each representing a contingent right to one common share or cash, 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^*

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)
02/02/2026

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		174,254	A	$0	185,106	D
Common Shares	02/02/2026		F		76,585(1)	D	$280.99	108,521	D
Common Shares	02/02/2026		M		7,382	A	$0	115,903	D
Common Shares	02/02/2026		F		3,245(1)	D	$280.99	112,658	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			174,254	01/31/2026	(3)	Common Shares	174,254	$0	0	D
Restricted Share Units	(4)	02/02/2026		M			7,382	(5)	(5)	Common Shares	7,382	$0	7,383	D
Restricted Share Units	(4)	02/03/2026		A		4,209		(6)	(6)	Common Shares	4,209	$0	4,209	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 22,148 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 4,209 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.
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FAQ

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

Jason Phillips reported vesting and conversion of performance and restricted share units into common shares, share withholding to cover tax obligations, and a new restricted share unit grant. These are routine equity compensation events rather than open-market share purchases or discretionary sales.

How many Celestica common shares does Jason Phillips hold after these Form 4 transactions?

After the February 2, 2026 transactions, Jason Phillips beneficially owned 112,658 Celestica common shares directly. This figure reflects unit conversions into shares and shares withheld to satisfy tax obligations tied to vested performance and restricted share units.

What performance share unit activity did Jason Phillips report for Celestica (CLS)?

He reported the exercise of 174,254 performance share units at an exercise price of $0 on February 2, 2026. These units were deemed earned at 200% of target after committee certification, with underlying common shares issued following vesting on January 31, 2026.

What restricted share unit activity did Jason Phillips disclose in this Celestica Form 4?

On February 2, 2026, 7,382 restricted share units were exercised at $0, increasing his RSU-related holdings to 7,383 units. On February 3, 2026, he received a new grant of 4,209 restricted share units that vest ratably over a three-year schedule.

Were any Celestica shares sold on the market by Jason Phillips in this filing?

The filing shows dispositions coded “F,” where 76,585 and 3,245 common shares were withheld at $280.99 per share to satisfy tax obligations from vesting awards. These are share-withholding events for taxes, not open-market sales initiated for portfolio reasons.

How do Jason Phillips’ new restricted share units at Celestica vest?

The 4,209 restricted share units granted on February 3, 2026 vest ratably over three years. Vesting occurs on each of the first and second anniversaries of the grant date and on December 1 following the second anniversary, aligning with Celestica’s long-term incentive structure.

What does each Celestica PSU or RSU reported by Jason Phillips represent?

Each performance share unit or restricted share unit represents a contingent right to receive one Celestica common share or an equivalent cash value. Actual delivery depends on vesting conditions, including performance certification for PSUs and time-based vesting schedules for RSUs.