Whale Rock/A. Sacerdote discloses 4.64M Celestica shares (4.03%)

Rhea-AI Filing Summary

Whale Rock Capital Management LLC and Alexander Sacerdote report shared beneficial ownership of 4,639,115 common shares of Celestica Inc., representing 4.03% of the outstanding Subordinate Voting Shares based on 114,991,980 shares outstanding. The filing states Whale Rock acts as investment manager for limited partnerships that own the securities, and Mr. Sacerdote is Whale Rock's managing member; both may therefore be deemed to share voting and dispositive power over the reported shares. The report shows no sole voting or dispositive power—all authority is shared. The filing also includes a joint filing statement acknowledging shared responsibility for amendments and disclosures.

Positive

• Transparent disclosure of beneficial ownership totaling 4,639,115 shares (4.03%)
• Clear attribution of shared voting and dispositive power to Whale Rock and Alexander Sacerdote
• Joint filing statement commits parties to amend and maintain accuracy of disclosures

Negative

• Holding is below 5%, limiting formal influence or triggering of certain regulatory/activist thresholds
• No sole voting or dispositive power reported, indicating limited unilateral control over Celestica shares

Insights

Financial Analyst

TL;DR: A 4.03% disclosed position is material for disclosure but below activist/5% thresholds, implying limited unilateral influence.

The filing documents an aggregate position of 4,639,115 shares (4.03%) held by investment limited partnerships managed by Whale Rock. All voting and dispositive power is reported as shared, with no sole control. Because the stake is under 5%, it does not trigger certain regulatory or investor-activism presumptions that accompany larger holdings. The use of partnerships and manager ownership is consistent with an investment-advisory relationship; the filing properly attributes potential beneficial ownership to Whale Rock and to Alexander Sacerdote as managing member.

Corporate Governance Expert

TL;DR: Disclosure is clear on shared control and a joint filing; the sub-5% holding limits formal governance leverage.

The statement clarifies that voting and disposition powers are shared (4,639,115 shares) and that neither Whale Rock nor Mr. Sacerdote claim sole beneficial ownership beyond pecuniary interest. The exhibit includes a joint filing agreement accepting joint responsibility for future amendments. From a governance perspective, this level of ownership signals economic interest without established control rights or a requirement for takeover- or control-related filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

CELESTICA INC.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

15151Q207

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 15151Q207

1

Names of Reporting Persons

Whale Rock Capital Management LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,639,115.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,639,115.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,639,115.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.03 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 15151Q207

1

Names of Reporting Persons

Alexander Sacerdote

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,639,115.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,639,115.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,639,115.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.03 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: CELESTICA INC.
(b)	Address of issuer's principal executive offices: 5140 Yonge Street, Suite 1900 Toronto, Ontario Canada M2N 6L7
Item 2.
(a)	Name of person filing: Whale Rock Capital Management LLC Alexander Sacerdote
(b)	Address or principal business office or, if none, residence: Whale Rock Capital Management LLC 2 International Place, 24th Floor Boston, MA 02110 Alexander Sacerdote 2 International Place, 24th Floor Boston, MA 02110
(c)	Citizenship: Whale Rock Capital Management LLC - Delaware Alexander Sacerdote - United States
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: 15151Q207
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 4,639,115
(b)	Percent of class: 4.03 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 4,639,115
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 4,639,115 The securities to which this Schedule relates (the "Securities") are owned by certain investment limited partnerships for which Whale Rock Capital Management LLC ("Whale Rock") serves as investment manager. Whale Rock, as those investment limited partnerships' investment manager, and Alexander Sacerdote, as managing member and owner of Whale Rock, may therefore be deemed to beneficially own Securities owned by such investment limited partnerships for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that Whale Rock or Alexander Sacerdote is, for any other purpose, the beneficial owner of any of the Securities, and each of Whale Rock and Alexander Sacerdote disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein. Under the definition of "beneficial ownership" in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the "beneficial owners" of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed. The calculation of percentage of beneficial ownership in Item 11 was derived from (i) the Issuer's Form 8-K for the month of June, 2025, as filed with the Securities and Exchange Commission on July 17, 2025, in which the Issuer stated that there are 114,991,980 shares of Subordinate Voting Shares outstanding.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Whale Rock Capital Management LLC

Signature:	/s/ Alexander Sacerdote
Name/Title:	Alexander Sacerdote, Managing Member
Date:	08/14/2025

Alexander Sacerdote

Signature:	/s/ Alexander Sacerdote
Name/Title:	Alexander Sacerdote
Date:	08/14/2025

Exhibit Information

Exhibit I JOINT FILING STATEMENT The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: February 14, 2025 Whale Rock Capital Management LLC By: /s/ Alexander Sacerdote Alexander Sacerdote, Managing Member Alexander Sacerdote By: /s/ Alexander Sacerdote Alexander Sacerdote

FAQ

How many Celestica (CLS) shares does Whale Rock report owning?

The filing reports 4,639,115 shares beneficially owned by entities managed by Whale Rock.

What percentage of Celestica does the reported stake represent?

The reported position represents 4.03% of the outstanding Subordinate Voting Shares based on 114,991,980 shares.

Does Whale Rock or Alexander Sacerdote have sole voting or dispositive power?

No. The filing states 0 sole voting power and 0 sole dispositive power; all voting and dispositive power is shared.

Are the securities held directly by Whale Rock or on behalf of others?

The securities are owned by investment limited partnerships for which Whale Rock serves as investment manager; Whale Rock and Alexander Sacerdote may be deemed beneficial owners due to managerial roles.

Does this filing indicate an attempt to influence control of Celestica?

The filing includes certifications that the securities were not acquired to change or influence control and were held in the ordinary course of business.