Parker Douglas Michael 4

4 · CELESTICA INC · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Celestica (CLS) Chief Legal Officer Parker Douglas Michael Sells Shares

What Happened

Parker Douglas Michael, Chief Legal Officer of Celestica Inc. (CLS), had RSUs vest and was issued 5,864 shares on February 2, 2026 (conversion/exercise of RSUs). Of those, 3,140 shares were withheld to satisfy tax obligations (reported as F) valued at $901,117, and 2,724 shares were sold in open-market transactions on February 2, 2026 for total proceeds of $781,734. The filing also shows a new grant of 1,544 RSUs on February 3, 2026.

Key Details

Transaction dates: February 2, 2026 (exercise/conversion, withholding, open-market sales); grant dated February 3, 2026.
Prices reported: $286.98 per share (price was converted from Canadian dollars to U.S. dollars using the Bank of Canada exchange rate on the transaction date).
Share counts and amounts:
- Exercised/converted: 3,449 and 2,415 RSUs (total 5,864 shares acquired).
- Shares withheld for taxes (F): 1,847 shares ($530,052) and 1,293 shares ($371,065) — total 3,140 shares ($901,117).
- Open-market sales (S): 1,602 shares ($459,742) and 1,122 shares ($321,992) — total 2,724 shares ($781,734).
- New RSU grant (A): 1,544 RSUs granted on Feb 3, 2026.
Shares owned after the transaction: not specified in the provided filing data.
Notable footnotes: F1 (shares withheld to satisfy tax withholding on RSU vesting); F2 (CAD→USD conversion); F3 (each RSU equals right to one share or cash); F4–F5 (prior RSU grants from Feb 12, 2024 vest ratably, with Feb 2, 2026 as a vesting date); F6 (new RSU grant vests over three dates).
Filing timeliness: Filed Feb 3, 2026 for transactions on Feb 2, 2026 — filing appears timely.

Context

These transactions reflect RSU vesting and a typical "cashless" outcome: shares were issued on vesting, some were withheld to cover taxes, and a portion was sold in the open market. Tax-withholding disposals (F) are routine and do not necessarily reflect a decision to liquidate beyond satisfying tax obligations. The new 1,544 RSU grant will vest per the schedule in the footnote (ratably over specified anniversaries).

Form 4

Period: 2026-02-02

Chief Legal Officer

Transactions

Exercise/Conversion
Common Shares
2026-02-02+3,449→ 3,449 total
Tax Payment
Common Shares
[F1][F2]
2026-02-02$286.98/sh−1,847$530,052→ 1,602 total
Sale
Common Shares
[F2]
2026-02-02$286.98/sh−1,602$459,742→ 0 total
Exercise/Conversion
Common Shares
2026-02-02+2,415→ 2,415 total
Tax Payment
Common Shares
[F1][F2]
2026-02-02$286.98/sh−1,293$371,065→ 1,122 total
Sale
Common Shares
[F2]
2026-02-02$286.98/sh−1,122$321,992→ 0 total
Exercise/Conversion
Restricted Share Units
[F3][F4]
2026-02-02−3,449→ 3,449 total
→ Common Shares (3,449 underlying)
Exercise/Conversion
Restricted Share Units
[F3][F5]
2026-02-02−2,415→ 2,414 total
→ Common Shares (2,415 underlying)
Award
Restricted Share Units
[F3][F6]
2026-02-03+1,544→ 1,544 total
→ Common Shares (1,544 underlying)

Footnotes (6)

[F1]Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs").
[F2]The price reported was converted from Canadian dollars to U.S. dollars using the Bank of Canada exchange rate on the transaction date.
[F3]Each RSU represents a contingent right to receive one common share or an equivalent value in cash.
[F4]On February 12, 2024, the reporting person was granted 10,347 RSUs, which vest ratably over a three-year period on February 2, 2025, February 2, 2026 and December 1, 2026.
[F5]On February 12, 2024, the reporting person was granted 7,243 RSUs, which vest ratably over a three-year period on February 2, 2025, February 2, 2026 and December 1, 2026.
[F6]On February 3, 2026, the reporting person was granted 1,544 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