Cooper Todd C 4

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.