We are authorized to issue an unlimited number of Common Shares with no par value, which entitle the holder to one vote per share. We are also authorized to issue an unlimited number of preferred shares, issuable in series. No preferred shares have been issued to date.

We have repurchased Common Shares in the open market, or as otherwise permitted, for cancellation through normal course issuer bids (NCIBs), which allow us to repurchase a limited number of Common Shares during a specified period. The maximum number of Common Shares we are permitted to repurchase for cancellation under each NCIB is reduced by the number of Common Shares we arrange to be purchased by any non-independent broker in the open market during the term of such NCIB to satisfy delivery obligations under our SBC plans. We from time-to-time enter into ASPPs with a broker, instructing the broker to purchase our Common Shares in the open market on our behalf, either for cancellation under an NCIB (NCIB ASPPs) or for delivery obligations under our SBC plans (SBC ASPPs), including during any applicable trading blackout periods, up to specified maximums (and subject to certain pricing and other conditions) through the term of each ASPP.

On December 12, 2023, the TSX accepted our notice to launch an NCIB (2023 NCIB), which allowed us to repurchase, at our discretion, from December 14, 2023 until the earlier of December 13, 2024 or the completion of purchases thereunder, up to approximately 11.8 million of our Common Shares in the open market, or as otherwise permitted, subject to the normal terms and limitations of such bids. We entered into several NCIB ASPPs and SBC ASPPs (each with independent brokers) during the term of the 2023 NCIB, all of which have expired. At December 31, 2023, we recorded an accrual of: (i) $2.7, representing the estimated Contractual Maximum Quantity for cancellation (0.1 million Common Shares) under an NCIB ASPP we entered into in December 2023 (2023 NCIB Accrual); and (ii) $7.5, representing the estimated Contractual Maximum Quantity (0.3 million Common Shares) under an SBC ASPP we entered into in September 2023 (2023 SBC Accrual). Both 2023 NCIB Accrual and 2023 SBC Accrual were reversed in 2024. The 2023 NCIB was early terminated on October 30, 2024.

On October 30, 2024, the TSX accepted our notice to launch another NCIB (2024 NCIB), which allows us to repurchase, at our discretion, from November 1, 2024 until the earlier of October 31, 2025 or the completion of purchases thereunder, up to approximately 8.6 million of our Common Shares in the open market, or as otherwise permitted, subject to the normal terms and limitations of such bids. We entered into several NCIB ASPPs and SBC ASPPs (each with independent brokers) during the term of the 2024 NCIB, all of which have expired. There were no accruals at December 31, 2024 in connection with any NCIB ASPP or SBC ASPP.

On October 29, 2025, the TSX accepted our notice to launch a new NCIB (2025 NCIB), which allows us to repurchase, at our discretion, from November 3, 2025 until the earlier of November 2, 2026 or the completion of purchases thereunder, up to approximately 5.7 million of our Common Shares in the open market, or as otherwise permitted, subject to the normal terms and limitations of such bids. At December 31, 2025, approximately 5.6 million Common Shares remained available for repurchase under the 2025 NCIB either for cancellation or SBC delivery purposes. There were no accruals at December 31, 2025 in connection with any NCIB ASPP or SBC ASPP.


Number of shares (in millions)	Common Shares	Multiple voting shares (MVS)
Issued and outstanding at December 31, 2022	103.0	18.6
Issued from treasury(1)	0.05	—
Cancelled under NCIB	(2.7)	—
Conversion of MVS into Common Shares in connection with the secondary offerings (2)	18.6	(18.6)
Issued and outstanding at December 31, 2023	119.0	—
Issued from treasury(1)	0.34	—
Cancelled under NCIB	(3.2)	—
Issued and outstanding at December 31, 2024	116.1	—
Issued from treasury(1)	0.1	—
Cancelled under NCIB	(1.3)	—
Issued and outstanding at December 31, 2025	114.9	—

(1) From time to time, we issue shares from treasury to settle our vested stock options, RSUs and PSUs. In 2025, 0.03 million Common Shares were issued from treasury upon the exercise of stock options (2024 — 0.3 million, by our Chief Executive Officer (CEO); 2023 — 0.03 million) for aggregate cash proceeds of $0.3 (2024 — $3.9; 2023 — $0.3).

(2) In connection with two underwritten secondary public offerings by Onex Corporation (Onex), our then-controlling shareholder, completed in June 2023 and August 2023 (Secondary Offerings), we issued an aggregate of approximately 18.6 million Common Shares, upon conversion of an equivalent number of our MVS. Both Secondary Offerings had nil impact on our aggregate capital stock amount. Subsequent to the secondary offering completed in August 2023, we have no MVS outstanding.


	Year ended December 31
	2025		2024		2023
Aggregate cost (including transaction fees and excluding share buyback taxes) of Common Shares repurchased for cancellation (1)	$	150.7	$	152.0	$	35.6
Number of Common Shares repurchased for cancellation (in millions) (2)	1.3		3.2		2.6
Weighted average price per share for repurchases	$	111.27	$	47.15	$	13.83


Number of shares for delivery under SBC plans (in millions)			Common Shares
Held by trustee at December 31, 2022			1.5
Repurchases in the open market through independent broker under SBC ASPPs (1)			3.7
Delivery under SBC plans			(1.9)
Held by trustee at December 31, 2023 (2)			3.3
Repurchases in the open market through independent broker under SBC ASPPs (1)			3.0
Delivery under SBC plans			(3.8)
Held by trustee at December 31, 2024 (2)			2.5
Repurchases in the open market through independent broker under SBC ASPPs (1)			1.7
Delivery under SBC plans			(2.4)
Held by trustee at December 31, 2025 (2)			1.8

Employee SBC expense may fluctuate from period-to-period to account for, among other things, new grants, forfeitures resulting from employee terminations or resignations, and the recognition of accelerated SBC expense for employees eligible for retirement. The portion of employee SBC expense that relates to performance-based compensation is subject to adjustment in any period to reflect changes in the estimated level of achievement of pre-determined performance goals and financial targets.

We are party to the TRS Agreement to manage our cash flow requirements and exposure to fluctuations in the share price of our Common Shares in connection with the settlement of certain outstanding equity awards under our SBC plans. See notes 2(n) and 18 for further detail.


	Year ended December 31
	2025		2024		2023
Employee SBC expense in cost of sales	$	30.2	$	24.8	$	22.6
Employee SBC expense in SG&A	39.6		32.6		33.0
Total employee SBC expense	$	69.8	$	57.4	$	55.6

TRS FVAs (gains) in cost of sales	$	(109.3)	$	(39.6)	$	—
TRS FVAs (gains) in SG&A	(143.7)		(51.4)		—
TRS FVAs (gains) in miscellaneous expense (income)	—		—		(45.6)
Total TRS FVAs (gains)	$	(253.0)	$	(91.0)	$	(45.6)

Combined effect of employee SBC expense and TRS FVAs	$	(183.2)	$	(33.6)	$	10.0

Each vested RSU and PSU generally entitles the holder to receive one Common Share. We amortize the grant date fair value of RSUs and PSUs to expense over the vesting period. The grant date fair value of RSUs is based on the closing price of our Common Shares on the NYSE on the last business day preceding the grant date. With respect to PSUs, employees are granted a target number of PSUs. The number of PSUs that will actually vest will vary from 0% to 200% of the target amount granted based on the level of achievement of the relevant performance conditions, including a pre-determined non-market performance measurement and a relative TSR modifier (described in note 2(l)). The grant date fair value of the TSR modifier was based on a Monte Carlo simulation model and a premium of 122% for 2025 (2024 — 120%; 2023 — 118%). The grant date fair value of the non-market performance measurement was based on the closing price of our Common Shares on the NYSE on the last business day preceding the grant date and is subject to adjustment to reflect changes in the estimated level of achievement related to the applicable performance condition.

The assumptions used in the measurement of the grant date fair values of PSUs were as follows:


	Year ended December 31
	2025		2024		2023
Expected volatility	52	%	41	%	53	%
Expected life	3 years		3 years		3 years
Risk-free interest rate (based on 3-year Treasury bonds)	4.3	%	4.1	%	3.9	%


	RSUs			PSUs
	Number of RSUs (in millions)	Weighted average grant date fair value		Number of PSUs (in millions)*	Weighted average grant date fair value
Outstanding at December 31, 2024	2.1	$	21.63	3.1	$	19.02
Granted	0.3	$	127.74	0.2	$	149.29
Vested and exercised	(1.5)	$	16.46	(2.2)	$	14.43
Forfeited	(0.1)	$	57.09	(0.03)	$	41.00
Added by performance factor adjustment	—	—		1.1	$	14.42
Outstanding at December 31, 2025	0.8	$	68.95	2.2	$	32.91

At December 31, 2025:
Total remaining unrecognized compensation expense related to non-vested awards (in millions)		$13.3			$26.8
Weighted average remaining requisite service period		1.3 years			0.5 years

In 2025, we made a cash payment of $224.8 (2024 — $84.6; 2023 — $7.7) for the withholding taxes in connection with the SBC awards that vested during the year. In 2023, we also settled a portion of employee RSUs and PSUs that vested during the year with a cash payment of $49.8.


	Year ended December 31
	2025		2024		2023
Director SBC expense in SG&A (1)	$	2.4	$	2.4	$	2.4

Director RSUs granted:
Number of awards (in millions)	0.003		0.01		0.02
Weighted average grant date fair value per unit	$	153.48	$	57.20	$	18.15

In October 2023, in connection with the termination of a service agreement with Onex for the services of an Onex officer to serve as a director of Celestica, we paid Onex approximately $9.2 in cash to settle Onex's then-outstanding DSUs.


	Number of DSUs (in millions)	Year ended Weighted average grant date fair value
DSUs outstanding at December 31, 2024	0.7	$	10.88
Granted	0.01	$	157.98
Vested and exercised	(0.3)	$	9.80
DSUs outstanding at December 31, 2025	0.4	$	14.71