Form 4: Celestica President Sells Shares After Vesting

Celestica Inc.'s President, Todd C. Cooper, reported the acquisition of common shares from vested performance and restricted share units, followed by sales and tax withholdings.

Summary

• Todd C. Cooper, President of Celestica Inc., acquired 160,126 common shares on February 2, 2026, from Performance Share Units (PSUs) that vested.
• These PSUs were deemed earned upon the Human Resources and Compensation Committee's certification of pre-established performance parameters at 200% of the target.
• On the same date, 74,203 common shares were disposed of to satisfy tax withholding obligations, at a price of $287.45 per share.
• An additional 85,923 common shares were sold on February 2, 2026, at $287.45 per share.
• Cooper also acquired 6,644 common shares on February 2, 2026, from vested Restricted Share Units (RSUs).
• Following this, 3,083 common shares were disposed of for tax withholding, and 3,561 common shares were sold, both at $287.45 per share.
• On February 3, 2026, Cooper was granted 3,227 new Restricted Share Units (RSUs), which will vest ratably over a three-year period.
• After all reported transactions on February 2, 2026, Cooper beneficially owned 108,970 common shares directly.
• The reporting person's beneficial ownership of derivative securities includes 6,645 Restricted Share Units (from a February 2, 2024 grant) and 3,227 Restricted Share Units (from a February 3, 2026 grant).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While there are significant sales, they are primarily driven by the vesting of performance-based awards, including PSUs achieved at 200% of target, indicating strong company performance.

Positives

• Performance Share Units (PSUs) were earned at 200% of the target, indicating strong company performance against pre-established metrics.
• The grant of 3,227 new Restricted Share Units (RSUs) on February 3, 2026, reflects ongoing executive compensation and retention.

Negatives

• Todd C. Cooper disposed of a significant number of common shares (85,923 and 3,561 shares) through sales, in addition to shares withheld for tax obligations.

Future Outlook

The filing indicates future vesting schedules for the granted Restricted Share Units (RSUs). The 19,934 RSUs granted on February 2, 2024, will vest ratably over a three-year period on the first and second anniversaries of the grant date and on December 1 following the second anniversary. The 3,227 RSUs granted on February 3, 2026, will also vest ratably over a three-year period on similar anniversary dates.

Industry Context

StockSavvy.ai notes that insider transactions, particularly sales following the vesting of performance-based awards, are a common aspect of executive compensation across various industries. While these sales can sometimes be interpreted as a lack of confidence, they are often pre-planned (e.g., via 10b5-1 plans) and serve to cover tax obligations and provide personal liquidity for executives. The achievement of PSUs at 200% of target suggests strong operational performance within Celestica's sector.

Comparison to Industry Standards

• StockSavvy.ai observes that executive compensation structures involving performance-based units (PSUs) and restricted share units (RSUs) are standard practice across many industries, aligning executive incentives with company performance.
• The 200% achievement for PSUs suggests strong performance against internal targets, which is a positive indicator compared to typical industry performance metrics for executive incentive plans.
• The practice of selling shares to cover tax obligations upon vesting is a common and expected event for executives across publicly traded companies, similar to practices seen at peers like Flex Ltd. or Jabil Inc. in the electronics manufacturing services sector.
• The grant of new RSUs with a multi-year vesting schedule is also a standard retention and incentive mechanism, comparable to long-term incentive plans at other technology and manufacturing firms.

Stakeholder Impact

• Shareholders: May view the executive's share sales as a potential signal, though it is a common occurrence for compensation-related activities.
• Employees: The achievement of PSUs at 200% of target could be seen as a positive indicator of company performance and a strong incentive for future performance.

Next Steps

• Future vesting of 19,934 RSUs granted on February 2, 2024, ratably over a three-year period.
• Future vesting of 3,227 RSUs granted on February 3, 2026, ratably over a three-year period.

Key Dates

Recommendation

The filing details routine insider transactions related to executive compensation, including the vesting of performance-based units at a high achievement rate and subsequent sales for tax and liquidity purposes. While the sales are substantial, they are expected given the vesting schedule and do not necessarily signal a negative outlook on the company's future. The strong PSU performance is a positive, but the sales prevent a 'buy' recommendation. Therefore, a 'hold' recommendation is appropriate as this filing does not present new fundamental information to alter an existing investment thesis.

Keywords

Celestica, CLS, Insider Trading, Form 4, Executive Compensation, Share Sale, PSU Vesting, RSU Grant, Todd C Cooper