Celestica director exercises RSUs, pays tax in shares

Celestica Inc. director Michael Max Wilson exercised equity awards and settled related taxes in shares.

Rhea-AI Filing Summary

Celestica Inc. director Michael Max Wilson exercised equity awards and settled related taxes in shares. On March 31, 2026, he exercised restricted share units into 3,199 Common Shares and received an additional 398 Director Share Units as a grant.

To cover tax obligations from the RSU vesting, 1,536 Common Shares were withheld at a price of $257.09 per share, converted from Canadian dollars. After these transactions, he directly held 20,210 Common Shares, reflecting a modest net increase from compensation-related awards rather than open-market trading.

Insider Trade Summary

3,199 shares exercised/converted

Exercise 5 txns

Insider Wilson Michael Max

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	2,439	$0.00	$0.00
Exercise	Restricted Share Units	760	$0.00	$0.00
Grant/Award	Director Share Units	398	$0.00	$0.00
Exercise	Common Shares	3,199	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	1,536	$257.09	$395K

Holdings After Transaction: Restricted Share Units — 760 contracts (Direct); Director Share Units — 1,827 contracts (Direct); Common Shares — 20,210 shares (Direct)

Footnotes (6)

1. F1. Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs").
2. F2. The price reported was converted from Canadian dollars to U.S. dollars using the Bank of Canada exchange rate on the transaction date.
3. F3. Each RSU represents a contingent right to receive one common share or an equivalent value in cash at the holder's election.
4. F4. On March 31, 2023, the reporting person was granted 7,318 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.
5. F5. On March 31, 2024, the reporting person was granted 2,280 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.
6. F6. Each director share unit represents a contingent right to receive one common share or an equivalent value in cash at the Issuer's discretion when the holder ceases to serve the Issuer as any of a director, consultant or other service provider.

Key Figures

RSU shares exercised: 3,199 shares Director Share Units granted: 398 units Shares withheld for taxes: 1,536 shares +4 more

7 metrics

RSU shares exercised 3,199 shares Common Shares from RSU exercises on March 31, 2026

Director Share Units granted 398 units Director Share Units awarded on March 31, 2026

Shares withheld for taxes 1,536 shares Common Shares used to satisfy RSU tax obligations

Tax withholding share price $257.09 per share Converted from Canadian dollars using Bank of Canada rate

Common Shares after transactions 20,210 shares Direct holdings following March 31, 2026 transactions

2023 RSU grant size 7,318 RSUs Granted March 31, 2023, vesting one-third annually over three years

2024 RSU grant size 2,280 RSUs Granted March 31, 2024, vesting one-third annually over three years

Key Terms

Restricted Share Units, Director Share Units, tax withholding obligations, contingent right to receive one common share, +1 more

5 terms

Restricted Share Units financial

"Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

Director Share Units financial

"Each director share unit represents a contingent right to receive one common share"

tax withholding obligations financial

"Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units"

contingent right to receive one common share financial

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

Bank of Canada exchange rate financial

"The price reported was converted from Canadian dollars to U.S. dollars using the Bank of Canada exchange rate"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Celestica (CLS) director Michael Max Wilson report?

Michael Max Wilson reported exercising restricted share units into 3,199 Common Shares and receiving 398 Director Share Units. He also had 1,536 Common Shares withheld to satisfy tax obligations related to the RSU vesting, all dated March 31, 2026.

How many Celestica (CLS) shares does Michael Max Wilson hold after these Form 4 transactions?

After the reported transactions, Michael Max Wilson directly holds 20,210 Celestica Common Shares. This balance reflects RSU exercises, the new Director Share Units grant, and shares withheld to cover tax obligations tied to the vesting of his restricted share units.

Were any Celestica (CLS) shares sold on the open market in this Form 4?

No open-market sales were reported. The only disposition was 1,536 Common Shares withheld to satisfy tax obligations from RSU vesting. This tax-withholding disposition is recorded with transaction code F and does not represent a discretionary market sale.

What equity awards did Michael Max Wilson receive from Celestica (CLS)?

He exercised restricted share units corresponding to 3,199 Common Shares and received 398 Director Share Units. Footnotes note prior RSU grants of 7,318 and 2,280 units that vest in thirds annually on each March 31 anniversary of the respective grant dates.

What does the $257.09 price on the Celestica (CLS) Form 4 represent?

The reported $257.09 per-share price applies to 1,536 Common Shares withheld to cover tax obligations. The filing states this U.S. dollar amount was converted from Canadian dollars using the Bank of Canada exchange rate on the March 31, 2026 transaction date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/02/2026 - 04:15 PM Learn about SEC filing dates

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^*

Wilson Michael Max

(Last) (First) (Middle)

5140 YONGE STREET

SUITE 1900

(Street)

TORONTO ONTARIO, CANADA M2N 6L7

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
CELESTICA INC [ CLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/31/2026		M		3,199	A	$0	21,746	D
Common Shares	03/31/2026		F		1,536(1)	D	$257.09(2)	20,210	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)	03/31/2026		M			2,439	(4)	(4)	Common Shares	2,439	$0	0	D
Restricted Share Units	(3)	03/31/2026		M			760	(5)	(5)	Common Shares	760	$0	760	D
Director Share Units	(6)	03/31/2026		A		398		(6)	(6)	Common Shares	398	$0	1,827	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 at the holder's election.

4. On March 31, 2023, the reporting person was granted 7,318 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

5. On March 31, 2024, the reporting person was granted 2,280 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

6. Each director share unit represents a contingent right to receive one common share or an equivalent value in cash at the Issuer's discretion when the holder ceases to serve the Issuer as any of a director, consultant or other service provider.

	/s/ Tracy Connelly McGilley, attorney-in-fact	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)