Form 8-K

8-K — CELESTICA INC

Accession: 0001030894-26-000054

Filed: 2026-10-30

Period: 2026-10-30

CIK: 0001030894

SIC: 3672 (PRINTED CIRCUIT BOARDS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — cls-20261030.htm (Primary)

EX-99.1 (ncibpressrelease-oct302026.htm)

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8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________

FORM 8-K

________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2026

________________________________________________

Celestica Inc.

(Exact name of registrant as specified in its charter)

________________________________________________

Ontario, Canada 001-14832 98-0185558

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

5140 Yonge Street, Suite 1900

M2N 6L7

Toronto, Ontario, Canada

(Zip Code)

(Address of principal executive offices)

(416) 448-2211

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

________________________________________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Name of each exchange on which registered

Common Shares without par value CLS New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On October 30, 2026, Celestica Inc. (the "Company") issued a press release to announce that it has received final acceptance from the Toronto Stock Exchange for a normal course issuer bid ("NCIB") to repurchase up to 3,132,127 of the Company’s common shares, representing approximately 2.5 percent of the outstanding public float as of October 20, 2026, during the next 12 months. The NCIB is scheduled to commence on November 3, 2026 and is due to terminate on November 2, 2027. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description

99.1

Press Release of the Company dated October 30, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CELESTICA INC.

Date: October 30, 2026

By: /s/ Douglas Parker

Name: Douglas Parker

Title: Chief Legal Officer and Corporate Secretary

EX-99.1

Filename: ncibpressrelease-oct302026.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

October 30, 2026

CELESTICA ANNOUNCES TSX ACCEPTANCE OF NORMAL COURSE ISSUER BID

TORONTO, Canada - Celestica Inc. (NYSE: CLS) (TSX: CLS), a global leader in data center infrastructure and advanced technology solutions, today announced that the Toronto Stock Exchange (the “TSX”) has accepted the Company's notice to launch a Normal Course Issuer Bid (the “Bid”).

Under the Bid, the Company may repurchase on the open market, at its discretion during the period commencing on November 3, 2026 and ending on the earlier of November 2, 2027 and the completion of purchases under the Bid, up to 3,132,127 common shares, representing approximately 2.5% of the "public float" (within the meaning of the rules of the TSX) as at October 20, 2026, subject to the normal terms and limitations of such bids.

Under the TSX rules, the average daily trading volume of the common shares on the TSX during the six months ended September 30, 2026 was approximately 436,307 and, accordingly, daily purchases on the TSX pursuant to the Bid will be limited to 109,076 common shares, other than purchases made pursuant to the block purchase exception. The actual number of common shares which may be purchased pursuant to the Bid and the timing of any such purchases will be determined by management of the Company, subject to applicable laws and the rules of the TSX. In accordance with the TSX rules, the maximum number of common shares which may be repurchased for cancellation under the Bid will be reduced by the number of common shares purchased by non-independent brokers for delivery pursuant to stock-based compensation plans.

Purchases are expected to be made through the facilities of the TSX, the New York Stock Exchange (the “NYSE”), other designated exchanges and/or alternative Canadian trading systems, or by such other means as may be permitted by the Ontario Securities Commission or other applicable Canadian Securities Administrators, at prevailing market prices. The Bid will be funded using existing cash resources and draws on its credit facility or other forms of available indebtedness, and any common shares repurchased by the Company under the Bid will be cancelled.

The Company has also agreed to the form of an automatic share purchase plan (an “ASPP”) with a designated broker to allow for the purchase of common shares under the Bid at times when the Company would ordinarily not be permitted to purchase common shares due to regulatory restrictions or self-imposed blackout periods. The ASPP has been cleared by the TSX and will be entered into in connection with the commencement of the Bid.

As of October 20, 2026, the Company had 126,111,808 issued and outstanding common shares and a "public float" (within the meaning of the rules of the TSX) of 125,285,094 common shares.

The Company believes that the purchases are in the best interest of the Company and constitute a desirable use of its funds.

The Company previously implemented a normal course issuer bid for its common shares which expires on November 2, 2026. Under its prior bid, the Company was authorized to purchase up to 5,722,527 common shares and repurchased (through the facilities of the NYSE) and cancelled 205,184 common shares (through October 20, 2026) at a weighted average price of US$271.75 per share.

About Celestica

Celestica is a technology leader dedicated to driving customer success and market advancements. With deep expertise in design, engineering, manufacturing, supply chain and platform solutions, Celestica enables critical data center infrastructure for AI, cloud, and hybrid cloud and advances technologies in high-growth markets. With a talented team and a strategic global network, Celestica helps its customers achieve competitive advantages. For more information on Celestica, visit www.celestica.com. Our securities filings can be accessed at www.sedarplus.ca and www.sec.gov.

The information contained on or accessible through www.celestica.com is not incorporated by reference into, and does not form part of, this release.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, including, without limitation, statements related to: the Company's intention to commence the Bid, the timing, quantity and funding of any purchases of common shares under the Bid, and the expected facilities through which any such purchases may be made. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “continues,” “project,” "target," "outlook," "goal," "guidance," “potential,” “possible,” “contemplate,” “seek,” or similar expressions, or may employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995, where applicable, and for forward-looking information under applicable Canadian securities laws.

Forward-looking statements are provided to assist readers in understanding management’s current expectations and plans relating to the future. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management’s perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances, including certain assumptions about: the Company’s view with respect to its financial condition and prospects; the availability of capital resources for, and the permissibility under our credit facility of, repurchases of outstanding common shares under our current normal course issuer bid, compliance with applicable laws and regulations pertaining to normal course issuer bids; the existence of potentially superior uses for the Company’s cash resources than common share repurchases; the impact of anticipated market conditions on our businesses; tax and interest rates; the economy; no material changes in business activities resulting from current macroeconomic trends and uncertainties, including evolving global tariff and trade negotiations; our ability to achieve our strategic goals; as well as other market, financial and operational assumptions. Readers are cautioned that such information may not be appropriate for other purposes. Readers should not place undue reliance on such forward-looking information.

Forward-looking statements are not guarantees of future performance and are subject to risks that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including, among others, risks related to: reduction in customer revenue; the availability of capital resources for, and the permissibility under our credit facility of, repurchases of outstanding common shares under the Bid; compliance with applicable laws and regulations pertaining to normal course issuer bids; a reduction in the size of our "public float" as a result of repurchases made under the Bid; erosion in customer market competitiveness; changing revenue mix and margins; uncertain market, industry, political and economic conditions; changes to policies or legislation; cash flow, revenue, and operating results, and tax and interest variability; technology and IT disruption; increasing legal, tax and regulatory complexity and uncertainty (including in relation to our or our customers' businesses); and the potential adverse impacts of events outside of our control.

For more exhaustive information on the foregoing and other material risks, uncertainties and assumptions readers should refer to our public filings at www.sedarplus.ca and www.sec.gov, including in our most recent Management's Discussion and Analysis of Financial Condition and Results of Operations, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with, or furnished to, the U.S. Securities and Exchange Commission, and the Canadian Securities Administrators, as applicable.

Forward-looking statements speak only as of the date on which they are made, and we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

Contacts:

Celestica Global Communications

(416) 448-2200

media@celestica.com

Celestica Investor Relations

(416) 448-2211

clsir@celestica.com

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