CLS Insider Filing: Michael Max Wilson Reports 5,890-Share Acquisition and RSU Vesting

Rhea-AI Filing Summary

Michael Max Wilson, a director of Celestica Inc. (CLS), reported multiple awards and acquisitions on 06/30/2025. The Form 4 shows a direct acquisition of 5,890 common shares (transaction code M) at $0, increasing his direct beneficial ownership to 13,391 shares. The filing also reports vesting/awards of restricted share units (RSUs) totaling 5,890 RSUs across grants from 2022–2024 and 671 director share units granted/recorded, with underlying common-share equivalents and post-transaction holdings listed for each tranche.

The RSU grants are subject to time-based vesting schedules (one-third annually) as described for grants dated June 30 of 2022, 2023 and 2024. The Form 4 was signed by an attorney-in-fact, Tracy Connelly McGilley, on 07/01/2025.

Positive

• Director acquisition reported: direct acquisition of 5,890 common shares on 06/30/2025 increasing holdings to 13,391 shares
• Clear award schedules: RSU grants from 2022 (9,448 RSUs), 2023 (6,437 RSUs) and 2024 (1,787 RSUs) with one-third annual vesting disclosed
• Director share units disclosed: 671 director share units recorded with conversion to common-share equivalents upon cessation of service
• Form properly executed: Filing signed by attorney-in-fact Tracy Connelly McGilley on 07/01/2025

Negative

• None.

Insights

Securities Analyst

TL;DR: Director reported time-based RSU vesting and a direct acquisition of 5,890 shares, modestly increasing his stake.

The filing documents a direct acquisition (code M) of 5,890 common shares and the recognition/vesting of RSUs and director share units that convert to common-share equivalents. Holdings after the reported transactions are detailed by tranche, with total direct beneficial ownership reported as 13,391 common shares. This is a routine insider reporting of compensation-related equity and an acquisition event; the filing does not disclose purchase price (reported as $0 for RSUs and director units) beyond the share count, nor any sales or derivative positions.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard director equity compensation and Section 16 reporting practices.

The statement clarifies the nature of each instrument: time-vested RSUs from grants on June 30 of 2022, 2023 and 2024 (vesting one-third annually) and director share units payable upon cessation of service. The form is properly executed by an attorney-in-fact. There are no indications of unusual derivative instruments or dispositions in this filing; it is a routine compliance disclosure of equity awards and a beneficial acquisition.

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^*

Wilson Michael Max

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		M		5,890	A	$0	13,391	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	(1)	06/30/2025		M			3,149	(2)	(2)	Common Shares	3,149	$0	0	D
Restricted Share Units	(1)	06/30/2025		M			2,145	(3)	(3)	Common Shares	2,145	$0	2,146	D
Restricted Share Units	(1)	06/30/2025		M			596	(4)	(4)	Common Shares	596	$0	1,191	D
Director Share Units	(5)	06/30/2025		A		671		(5)	(5)	Common Shares	671	$0	671	D

Explanation of Responses:

1. Each restricted share unit ("RSU") represents a contingent right to receive one common share or an equivalent value in cash at the holder's election.

2. On June 30, 2022, the reporting person was granted 9,448 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

3. On June 30, 2023, the reporting person was granted 6,437 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

4. On June 30, 2024, the reporting person was granted 1,787 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

5. 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	07/01/2025
	** 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.
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FAQ

What insider transactions did Michael Max Wilson report for CLS on 06/30/2025?

The Form 4 reports a direct acquisition of 5,890 common shares (code M) and recognition/vesting of RSUs totaling 5,890 RSUs across prior grants plus 671 director share units on 06/30/2025.

How many common shares did the reporting person beneficially own after the transactions?

After the reported transactions the filing shows 13,391 common shares beneficially owned by the reporting person.

What are the vesting terms for the RSU grants disclosed in the Form 4?

The filing states that RSU grants dated June 30 of 2022, 2023 and 2024 vest one-third annually over three years from each grant date.

Were any derivative securities (options, warrants) reported in this Form 4 for CLS?

No options or warrants are reported; the derivative section lists only RSUs and director share units that convert to common shares.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by attorney-in-fact Tracy Connelly McGilley on 07/01/2025.