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CAPITAL STOCK | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
CAPITAL STOCK | CAPITAL STOCK Capital transactions: Activities with respect to our capital stock for the periods indicated are set forth below:
Number of shares (in millions) | Common Shares
Issued and outstanding at December 31, 2023 | 119.0 |
Issued from treasury (1) | 0.3 |
Cancelled under normal course issuer bids (NCIB) | (2.9) |
Issued and outstanding at September 30, 2024 | 116.4 |
Issued and outstanding at December 31, 2024 | 116.1 |
Issued from treasury (1) | 0.1 |
Cancelled under NCIB | (1.2) |
Issued and outstanding at September 30, 2025 | 115.0 |
(1) From time to time, we issue shares from treasury to settle our vested stock options, restricted share units (RSUs) and performance share units (PSUs). In Q3 2025, nil were issued from treasury upon the exercise of stock options (Q3 2024 — nil); in YTD 2025, 0.03 million were issued from treasury upon the exercise of stock options for aggregate cash proceeds of $0.3 (YTD 2024 — 0.3 million shares were issued from treasury upon the exercise of stock options by our Chief Executive Officer for aggregate cash proceeds of $3.9). Common Share Repurchase Plans: We have repurchased Common Shares in the open market, or as otherwise permitted, for cancellation through 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 a NCIB (2023 NCIB), which allowed us to repurchase, at our discretion, from December 14, 2023 until the earlier of December 13, 2024 (unless terminated earlier) 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. At December 31, 2023, we recorded an accrual of: (i) $2.7, representing the estimated contractual maximum number of permitted Common Share repurchases (Contractual Maximum Quantity) under an NCIB ASPP; and (ii) $7.5, representing the estimated Contractual Maximum Quantity under an SBC ASPP, each of which was reversed in YTD 2024. One NCIB ASPP and two SBC ASPPs were in effect during YTD 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. At September 30, 2025, approximately 7.1 million Common Shares remained available for repurchase under the 2024 NCIB. One SBC ASPP and two NCIB ASPPs were in effect during YTD 2025. Information regarding Common Shares purchases in Q3 2025 and YTD 2025 and respective prior year periods, for cancellation and for SBC plan delivery obligations (including under ASPPs) is set forth below:
| Three months ended September 30 |  | Nine months ended September 30
| 2025 |  | 2024 |  | 2025 |  | 2024
Aggregate cost (including transaction fees and excluding share buyback taxes) of Common Shares repurchased for cancellation | $ | — |  |  | $ | 100.0 |  |  | $ | 115.0 |  |  | $ | 126.5 |
Number of Common Shares repurchased for cancellation (in millions)(1) | — |  |  | 2.2 |  |  | 1.2 |  |  | 2.9 |
Weighted average price per share for repurchases | $ | — |  |  | $ | 44.44 |  |  | $ | 94.05 |  |  | $ | 43.28 |
Aggregate cost (including transaction fees) of Common Shares repurchased for delivery under SBC plans | $ | — |  |  | $ | — |  |  | $ | 221.6 |  |  | $ | 101.6 |
Number of Common Shares repurchased for delivery under SBC plans (in millions)(2) | — |  |  | — |  |  | 1.7 |  |  | 2.8 |
(1) For Q3 2025 and YTD 2025, includes nil and 0.6 million Common Shares, respectively, purchased for cancellation under NCIB ASPPs (Q3 2024 — nil; YTD 2024 — 0.5 million). (2) Consists entirely of SBC ASPP purchases through an independent broker. SBC: Our shareholders approved the 2025 Long Term Incentive Plan (2025 LTIP) at the annual and special meeting of shareholders held on June 17, 2025. Effective as of such date, no additional awards will be granted under our prior equity incentive plans, which include the Long Term Incentive Plan, Celestica Share Unit Plan and the Directors’ Share Compensation Plan (the "Prior Equity Plans"). Under the 2025 LTIP, we may grant stock options, RSUs, PSUs, director share units and other awards valued in reference to or based on Common Shares. The number of Common Shares that may be issued pursuant to equity awards granted under the 2025 LTIP shall not exceed 6.9 million. While we have the option to settle those equity awards in cash or Common Shares, we intend to settle in Common Shares. Outstanding awards under the Prior Equity Plans shall remain in effect in accordance with their terms until such awards are cancelled or settled, at which point the Prior Equity Plans shall cease to have any further force and effect. From time to time, we pay cash to a broker to purchase Common Shares in the open market to satisfy delivery requirements under our SBC plans (see table above). In Q3 2025 and YTD 2025, we used 0.01 million Common Shares and 2.0 million Common Shares, respectively (Q3 2024 — 0.2 million; YTD 2024 — 3.5 million) to settle SBC awards. At September 30, 2025, the broker held 2.2 million Common Shares with a value of $201.0 (December 31, 2024 — 2.5 million Common Shares with a value of $92.9) for this purpose, which we report as treasury stock on our consolidated statement of changes in equity. We grant RSUs and PSUs, and occasionally, stock options, to employees under our SBC plans. The majority of RSUs vest one-third per year over a three-year period. Stock options generally vest 25% per year over a four-year period. The number of outstanding PSUs that will actually vest varies from 0% to 200% of a target amount granted. For PSUs granted in 2022, the number of PSUs that vested were based on the level of achievement of a pre-determined non-market performance measurement in the final year of the relevant three-year performance period, subject to modification by each of a separate pre-determined non-market financial target, and our relative total shareholder return (TSR), a market performance condition, compared to a pre-defined group of companies, over the relevant three-year performance period. Commencing in 2023, the number of PSUs that will vest are based on the level of achievement of a different pre-determined non-market performance measurement, subject to modification by our relative TSR compared to a pre-defined group of companies, in each case over the relevant three-year performance period. We also granted deferred share units and director share units (collectively, DSUs) and RSUs (under specified circumstances) to directors. See note 2(l) to the 2024 AFS for further detail. Information regarding RSU, PSU and DSU grants to employees and directors, as applicable, for the periods indicated is set forth below (no stock options were granted in the periods below):
| Three months ended September 30 |  | Nine months ended September 30
| 2025 |  | 2024 |  | 2025 |  | 2024
RSUs Granted:
Number of awards (in millions) | 0.01 |  |  | 0.03 |  |  | 0.3 |  |  | 0.7 |
Weighted average grant date fair value per unit | $ | 210.84 |  |  | $ | 47.08 |  |  | $ | 123.27 |  |  | $ | 37.36 |
PSUs Granted:
Number of awards (in millions, representing 100% of target) | 0.01 |  |  | 0.01 |  |  | 0.2 |  |  | 0.5 |
Weighted average grant date fair value per unit | $ | 266.99 |  |  | $ | 55.89 |  |  | $ | 149.29 |  |  | $ | 43.47 |
DSUs Granted:
Number of awards (in millions) | 0.002 |  |  | 0.01 |  |  | 0.01 |  |  | 0.02 |
Weighted average grant date fair value per unit | $ | 245.95 |  |  | $ | 51.32 |  |  | $ | 131.31 |  |  | $ | 50.10 |
In Q3 2025 and YTD 2025, we made a cash payment of nil and $156.0, respectively, for withholding taxes in connection with the SBC awards that vested during such period (Q3 2024 — nil; YTD 2024 — $69.0). We use the TRS agreement (TRS Agreement) to manage cash flow requirements and our 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 note 15 for further detail. Information regarding employee and director SBC expense and TRS FVAs (which represent changes in fair value of the TRS) for the periods indicated is set forth below:
| Three months ended September 30 |  | Nine months ended September 30
| 2025 |  | 2024 |  | 2025 |  | 2024
Employee SBC expense in cost of sales | $ | 6.8 |  |  | $ | 5.6 |  |  | $ | 24.2 |  |  | $ | 20.2 |
Employee SBC expense in SG&A | 8.8 |  |  | 7.1 |  |  | 32.6 |  |  | 27.1 |
Total employee SBC expense | $ | 15.6 |  |  | $ | 12.7 |  |  | $ | 56.8 |  |  | $ | 47.3 |
TRS FVAs: losses (gains) in cost of sales | $ | (48.5) |  |  | $ | 2.7 |  |  | $ | (81.6) |  |  | $ | (17.2) |
TRS FVAs: losses (gains) in SG&A | (64.8) |  |  | 5.0 |  |  | (110.0) |  |  | (22.3) |
Total TRS FVAs: losses (gains) | $ | (113.3) |  |  | $ | 7.7 |  |  | $ | (191.6) |  |  | $ | (39.5) |
Combined effect of employee SBC expense and TRS FVAs | $ | (97.7) |  |  | $ | 20.4 |  |  | $ | (134.8) |  |  | $ | 7.8 |
Director SBC expense in SG&A(1) | $ | 0.6 |  |  | $ | 0.6 |  |  | $ | 1.7 |  |  | $ | 1.8 |
(1) Expense consists of director compensation to be settled with Common Shares, or Common Shares and cash.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
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