Cooper Todd C 4

4 · CELESTICA INC · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Celestica (CLS) President Todd C. Cooper Sells Shares After RSU/PSU Vest

What Happened

Todd C. Cooper, President of Celestica Inc. (CLS), had equity awards (PSUs/RSUs) convert to 166,770 common shares on Feb 2, 2026 (exercise/conversion reported with $0 exercise price).
Of those shares, 77,286 were withheld to satisfy tax withholding obligations (disposed under code F) valued at $22,215,860, and 89,484 were sold in open-market transactions (code S) at $287.45 per share for proceeds of $25,722,175.
The filing also reports a grant on Feb 3, 2026 of 3,227 RSUs that vest ratably over three years.

Key Details

Transaction date(s): Feb 2, 2026 (vest/exercise, tax withholding, open-market sales); Grant: Feb 3, 2026.
Sale price for open-market transactions: $287.45 per share.
Shares exercised/converted (acquired): 166,770 shares (two derivative conversions of 160,126 and 6,644).
Shares withheld for taxes: 77,286 (total value $22,215,860). Shares sold in market: 89,484 (total proceeds $25,722,175).
Shares owned after the transactions: not specified in the filing.
Relevant footnotes: tax withholding (F1); PSUs represent contingent rights to one share (F2) and were deemed earned at 200% of target with shares issued following vesting (F3); RSUs similarly represent contingent rights and have multi-year vesting schedules (F4–F6).
Transaction codes: M = exercise/conversion of derivative, F = payment of exercise price or tax withholding, S = open-market sale, A = award/grant.
Filing timeliness: no late filing indicator shown.

Context

This was a vest-and-sell pattern common with RSU/PSU awards: awards vested (converted to shares), shares were withheld to cover taxes, and remaining shares were sold on the open market — effectively a cashless outcome for the executive.
Footnote F3 indicates the PSUs were certified at 200% of target and issued after vesting (shares were issued following vest on Jan 31, 2026). Such routine vesting and withholding transactions are administrative and do not, by themselves, indicate management’s forward market view.

Form 4

Period: 2026-02-02

President

Transactions

Exercise/Conversion
Common Shares
2026-02-02+160,126→ 269,096 total
Tax Payment
Common Shares
[F1]
2026-02-02$287.45/sh−74,203$21,329,652→ 194,893 total
Sale
Common Shares
2026-02-02$287.45/sh−85,923$24,698,566→ 108,970 total
Exercise/Conversion
Common Shares
2026-02-02+6,644→ 115,614 total
Tax Payment
Common Shares
[F1]
2026-02-02$287.45/sh−3,083$886,208→ 112,531 total
Sale
Common Shares
2026-02-02$287.45/sh−3,561$1,023,609→ 108,970 total
Exercise/Conversion
Performance Share Units
[F2][F3]
2026-02-02−160,126→ 0 total
From: 2026-01-31→ Common Shares (160,126 underlying)
Exercise/Conversion
Restricted Share Units
[F4][F5]
2026-02-02−6,644→ 6,645 total
→ Common Shares (6,644 underlying)
Award
Restricted Share Units
[F4][F6]
2026-02-03+3,227→ 3,227 total
→ Common Shares (3,227 underlying)

Footnotes (6)

[F1]Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs") or performance share units ("PSUs"), as applicable.
[F2]Each PSU represents a contingent right to receive one common share or an equivalent value in cash.
[F3]Reflects PSUs deemed earned upon Human Resources and Compensation Committee certification of the achievement of pre-established performance parameters at 200% of the target. The common shares underlying these PSUs were issued to the reporting person following the vest on January 31, 2026.
[F4]Each RSU represents a contingent right to receive one common share or an equivalent value in cash.
[F5]On February 2, 2024, the reporting person was granted 19,934 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.
[F6]On February 3, 2026, the reporting person was granted 3,227 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.

Signature

/s/ Tracy Connelly McGilley, attorney-in-fact|2026-02-03

1 file