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Celestica (CLS) CLO details RSU vesting, tax withholdings and share sales

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

Rhea-AI Filing Summary

Celestica Inc.'s Chief Legal Officer, Parker Douglas Michael, reported multiple transactions on February 4, 2026 related to the vesting of restricted share units (RSUs) and associated common share activity.

RSUs covering 1,159 and 883 common shares were exercised at an exercise price of $0 per share, reflecting the conversion of RSUs into common shares. To cover tax withholding on these vestings, 621 and 473 common shares were withheld, with reported prices of $286.8 and $283.51 per share, respectively, with the prices converted from Canadian dollars using the Bank of Canada rate on the transaction date.

The filing also shows open-market sales of 538 common shares at $286.8 per share and 410 common shares at $283.51 per share. Each RSU represents a contingent right to receive one common share or an equivalent value in cash, and prior RSU grants from February 4, 2025 are scheduled to vest over two- and three-year periods as described.

Positive

  • None.

Negative

  • None.
Insider Parker Douglas Michael
Role Chief Legal Officer
Sold 948 shs ($271K)
Type Security Shares Price Value
Exercise Restricted Share Units 1,159 $0.00 --
Exercise Restricted Share Units 883 $0.00 --
Exercise Common Shares 1,159 $0.00 --
Tax Withholding Common Shares 621 $286.80 $178K
Sale Common Shares 538 $286.80 $154K
Exercise Common Shares 883 $0.00 --
Tax Withholding Common Shares 473 $283.51 $134K
Sale Common Shares 410 $283.51 $116K
Holdings After Transaction: Restricted Share Units — 1,158 shares (Direct); Common Shares — 1,159 shares (Direct)
Footnotes (1)
  1. Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs"). The price reported was converted from Canadian dollars to U.S. dollars using the Bank of Canada exchange rate on the transaction date. 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 2,317 RSUs, which vest ratably over a two-year period on each of February 4, 2026 and February 4, 2027. On February 4, 2025, the reporting person was granted 2,648 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.
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*
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)
02/04/2026
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 1,159 A $0 1,159 D
Common Shares 02/04/2026 F 621(1) D $286.8(2) 538 D
Common Shares 02/04/2026 S 538 D $286.8(2) 0 D
Common Shares 02/04/2026 M 883 A $0 883 D
Common Shares 02/04/2026 F 473(1) D $283.51 410 D
Common Shares 02/04/2026 S 410 D $283.51 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) 02/04/2026 M 1,159 (4) (4) Common Shares 1,159 $0 1,158 D
Restricted Share Units (3) 02/04/2026 M 883 (5) (5) Common Shares 883 $0 1,765 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 4, 2025, the reporting person was granted 2,317 RSUs, which vest ratably over a two-year period on each of February 4, 2026 and February 4, 2027.
5. On February 4, 2025, the reporting person was granted 2,648 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.

FAQ

What insider activity did Celestica (CLS) report for February 4, 2026?

Celestica reported that Chief Legal Officer Parker Douglas Michael had RSUs vest into common shares on February 4, 2026, with related tax share withholding and open-market sales of 538 and 410 common shares at prices converted from Canadian dollars.

How many Celestica (CLS) restricted share units vested in this Form 4?

Two RSU tranches vested into 1,159 and 883 common shares, respectively. Each RSU represents a contingent right to receive one common share or an equivalent cash value, reflecting equity-based compensation tied to prior grants made in February 2025.

What share prices are disclosed in the Celestica (CLS) Form 4 transactions?

The filing reports prices of $286.8 and $283.51 per common share. These U.S. dollar amounts were converted from Canadian dollars using the Bank of Canada exchange rate applicable on the February 4, 2026 transaction date.

Were Celestica (CLS) shares withheld for taxes in this insider filing?

Yes. The filing states that 621 and 473 common shares were withheld to satisfy tax withholding obligations arising from RSU vesting. These withholdings are reported at per-share values of $286.8 and $283.51, converted from Canadian dollars on the transaction date.

Who is the insider involved in this Celestica (CLS) Form 4 and what is their role?

The reporting person is Parker Douglas Michael, identified as an officer of Celestica with the title Chief Legal Officer. The Form 4 details his direct beneficial ownership changes in restricted share units and common shares on February 4, 2026.

What do Celestica (CLS) RSU footnotes say about prior grants and vesting?

Footnotes explain that 2,317 RSUs were granted on February 4, 2025, vesting ratably on February 4, 2026 and 2027, and 2,648 RSUs from the same date vest ratably over three years, including a December 1 vesting following the second anniversary.