CLS Insider Filing: Director Reports 5,717 Shares and Multiple RSU/DSU Entries

Rhea-AI Filing Summary

Michael Max Wilson, a director of Celestica Inc. (CLS), reported transactions dated 03/31/2025 on Form 4. The filing shows an acquisition of 5,717 common shares (transaction code M) resulting in 7,501 common shares beneficially owned directly after the reported non-derivative transaction. The filing also records multiple equity award movements: RSU grants or vesting events of 2,517, 2,440, and 760 restricted share units (RSUs) and an acquisition of 1,300 deferred share units (DSUs). The explanatory notes clarify each RSU and DSU represents a contingent right to receive one common share or cash equivalent under specified conditions.

Positive

• Director increased direct common share holdings by 5,717 shares on 03/31/2025
• Recorded RSU and DSU activity reflecting structured long-term compensation (RSUs with multi-year vesting and DSUs)
• Explanatory notes clearly describe vesting schedules and conversion rights for RSUs/DSUs

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity activity: share acquisitions and RSU/DSU changes, consistent with compensation and deferral arrangements.

The Form 4 shows standard director-related equity movements rather than any unusual trading pattern. The reporting person is identified as a director and records acquisition-style entries for common shares and deferred/restricted units. The DSU balance reported (284,431) reflects material prior accumulation but this filing only documents an additional 1,300 DSUs and routine RSU events tied to multi-year vesting schedules described in the explanations.

Compensation & Equity Plan Analyst

TL;DR: Equity awards and vesting events consistent with multi-year RSU grants and director deferral practices.

The explanatory notes specify RSU grants from March 31 of 2022, 2023 and 2024 vesting one-third annually, which explains the multiple RSU entries. The transactions are coded as grant/vesting and deferral actions with a $0 per-unit price, indicating awards rather than open-market purchases. These are typical components of director compensation and long-term alignment mechanisms.

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^*

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)
03/31/2025

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	03/31/2025		M		5,717	A	$0	7,501	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)	03/31/2025		M			2,517	(2)	(2)	Common Shares	2,517	$0	0	D
Restricted Share Units	(1)	03/31/2025		M			2,440	(3)	(3)	Common Shares	2,440	$0	2,439	D
Restricted Share Units	(1)	03/31/2025		M			760	(4)	(4)	Common Shares	760	$0	1,520	D
Deferred Share Units	(5)	03/31/2025		A		1,300		(5)	(5)	Common Shares	1,300	$0	284,431	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 March 31, 2022, the reporting person was granted 7,550 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

3. 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.

4. 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.

5. Each deferred 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 be (a) a director of the Issuer or (b) an employee of the Issuer.

	/s/ Tracy Connelly McGilley, attorney-in-fact	04/02/2025
	** 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 transactions did Michael Max Wilson report for CLS on 03/31/2025?

He reported acquisition of 5,717 common shares, RSU events of 2,517, 2,440 and 760 units, and acquisition of 1,300 DSUs.

How many common shares does Michael Max Wilson beneficially own after the reported transactions?

The Form 4 shows 7,501 common shares beneficially owned directly following the reported non-derivative transaction.

What do the RSUs and DSUs represent in the filing?

Each RSU represents a contingent right to one common share or cash equivalent at holder election; each DSU represents a contingent right to one common share or cash at the issuer's discretion when the holder ceases service.

Are the RSU grants described as having a vesting schedule?

Yes; the notes state RSUs granted on 03/31/2022, 03/31/2023 and 03/31/2024 vest one-third annually over three years.

Does the filing indicate any open-market purchases at a price per share?

No; the reported RSU/DSU entries show a price of $0, indicating awards rather than open-market purchases.