Phillips Jason 4
4 · CELESTICA INC · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Celestica (CLS) President Jason Phillips Exercises Awards, Shares Withheld
What Happened
Jason Phillips, President of Celestica (CLS), converted vested performance/share units and restricted share units into common shares and had 79,830 shares withheld to satisfy tax obligations on February 2, 2026. The withheld shares are reported as dispositions: 76,585 shares valued at $21,519,619 and 3,245 shares valued at $911,813, for a combined withholding value of $22,431,432. The conversion entries show no exercise price (zero cash cost), consistent with vested PSUs/RSUs rather than option purchases. On February 3, 2026, Phillips was also granted 4,209 new RSUs that vest over three years.
Key Details
- Dates: primary transactions recorded 2026-02-02 (conversion/withholding) and a grant on 2026-02-03. Filing date: 2026-02-03 (timely relative to reported dates).
- Withheld shares (tax settlement): 76,585 shares @ $280.99 = $21,519,619; 3,245 shares @ $280.99 = $911,813. Total withheld = 79,830 shares / $22,431,432.
- Conversion entries: 174,254 and 7,382 shares shown as exercised/converted at $0.00 (reflecting issuance from PSUs/RSUs), with corresponding disposition entries for the derivative conversion.
- Grant: 4,209 RSUs granted 2026-02-03; vest ratably over three years (per footnote).
- Footnotes: PSUs were deemed earned at 200% of target and issued following a Jan 31, 2026 vesting certification; withheld shares satisfy tax withholding obligations on vesting.
- Shares owned after the transactions: not specified in the filing.
Context
This was not an open‑market sale by the insider but a routine tax‑withholding/settlement following vesting of PSUs/RSUs (a cashless-type settlement). Such withholdings are common and typically reflect tax obligations rather than a directional investment decision. The filing indicates newly granted RSUs that will vest over time; PSUs were paid out at above-target performance (200% of target).
Insider Transaction Report
- Exercise/Conversion
Common Shares
2026-02-02+174,254→ 185,106 total - Tax Payment
Common Shares
[F1]2026-02-02$280.99/sh−76,585$21,519,619→ 108,521 total - Exercise/Conversion
Common Shares
2026-02-02+7,382→ 115,903 total - Tax Payment
Common Shares
[F1]2026-02-02$280.99/sh−3,245$911,813→ 112,658 total - Exercise/Conversion
Performance Share Units
[F2][F3]2026-02-02−174,254→ 0 totalFrom: 2026-01-31→ Common Shares (174,254 underlying) - Exercise/Conversion
Restricted Share Units
[F4][F5]2026-02-02−7,382→ 7,383 total→ Common Shares (7,382 underlying) - Award
Restricted Share Units
[F4][F6]2026-02-03+4,209→ 4,209 total→ Common Shares (4,209 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 22,148 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 4,209 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.