Phillips Jason 4

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).