Celestica (CLS) Chief Strategy Officer exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Celestica Inc. executive insider activity: Chief Strategy Officer Tzevelekis Theodoros reported multiple equity award events on February 5, 2026. Restricted share units (RSUs) covering 890 common shares and a separate grant covering 3,336 common shares were exercised into common shares at an exercise price of $0 per share.

To cover related tax obligations from RSU vesting, 395 common shares and 1,136 common shares were withheld at a price of $275.86 per share, as noted in the footnotes. Following these transactions, the filing shows direct beneficial ownership entries of 495 and 2,695 common shares, and 1,779 RSUs remaining from one award.

Insider Trade Summary

4,226 shares exercised/converted

Mixed 6 txns

Insider Tzevelekis Theodoros

Role Chief Strategy Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	890	$0.00	--
Exercise	Restricted Share Units	3,336	$0.00	--
Exercise	Common Shares	890	$0.00	--
Tax Withholding	Common Shares	395	$275.86	$109K
Exercise	Common Shares	3,336	$0.00	--
Tax Withholding	Common Shares	1,136	$275.86	$313K

Holdings After Transaction: Restricted Share Units — 1,779 shares (Direct); Common Shares — 890 shares (Direct)

Footnotes (1)

1. 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 June 5, 2025, the reporting person was granted 2,669 RSUs, which vest ratably over a three-year period on February 4, 2026, February 4, 2027 and December 1, 2027. On June 5, 2025, the reporting person was granted 3,336 RSUs, which vest on February 5, 2026.

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

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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^*

Tzevelekis Theodoros

(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 Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		M		890	A	$0	890	D
Common Shares	02/05/2026		F		395(1)	D	$275.86	495	D
Common Shares	02/05/2026		M		3,336	A	$0	3,831	D
Common Shares	02/05/2026		F		1,136(1)	D	$275.86	2,695	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	(2)	02/05/2026		M			890	(3)	(3)	Common Shares	890	$0	1,779	D
Restricted Share Units	(2)	02/05/2026		M			3,336	(4)	(4)	Common Shares	3,336	$0	0	D

Explanation of Responses:

1. Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs").

2. Each RSU represents a contingent right to receive one common share or an equivalent value in cash.

3. On June 5, 2025, the reporting person was granted 2,669 RSUs, which vest ratably over a three-year period on February 4, 2026, February 4, 2027 and December 1, 2027.

4. On June 5, 2025, the reporting person was granted 3,336 RSUs, which vest on February 5, 2026.

	/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).
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FAQ

What insider transaction did Celestica (CLS) report for its Chief Strategy Officer?

Celestica reported that Chief Strategy Officer Tzevelekis Theodoros exercised restricted share units into common shares on February 5, 2026. The events involved RSUs converting into shares and related share withholding to satisfy tax obligations arising from the RSU vesting.

How many Celestica (CLS) RSUs were exercised in the latest Form 4 filing?

The filing shows 890 restricted share units and a separate block of 3,336 restricted share units exercised into common shares at an exercise price of $0. Each RSU represents a contingent right to receive one Celestica common share or an equivalent cash value.

Why were Celestica (CLS) shares withheld in this Form 4 transaction?

The filing explains that 395 and 1,136 common shares were withheld to satisfy tax withholding obligations triggered by the vesting of restricted share units. This means shares were not sold on the open market but retained to cover applicable tax liabilities.

What price was used for Celestica (CLS) shares withheld for taxes?

For the tax-related share withholding, the Form 4 lists a price of $275.86 per common share for blocks of 395 and 1,136 shares. This value is used solely for the reported tax withholding transactions connected to the vesting of restricted share units.

How many Celestica (CLS) common shares does the insider report holding after the transactions?

After the reported events, the Form 4 shows direct beneficial ownership line items of 495 common shares and 2,695 common shares. It also reports 1,779 restricted share units remaining from one of the RSU grants, all held directly by the reporting person.

What are the vesting terms of the Celestica (CLS) RSU grants in this filing?

One RSU grant of 2,669 units vests ratably over three dates: February 4, 2026, February 4, 2027 and December 1, 2027. Another RSU grant of 3,336 units vests on February 5, 2026, after which units can convert into common shares or cash.