Financial Highlights

• Market Capitalization: As of June 30, 2025, the aggregate market value of voting common equity held by non-affiliates was approximately \$17.9 billion.
• Shares Outstanding: As of February 19, 2026, Celestica had 114,967,854 Common Shares outstanding.
• Reporting Status: The Company is a “large accelerated filer” and has complied fully with all SEC reporting requirements.
• Stock Exchange: Common Shares are traded on the New York Stock Exchange under the symbol “CLS”.

Forward-Looking Statements and Strategic Priorities

Celestica’s report contains extensive forward-looking statements regarding its strategic direction, capital investment plans, technology platforms, and research and development expenditures. Key priorities include:

• Expansion of capital investment and production capacity.
• Focus on AI, cloud, and hybrid cloud infrastructure.
• Anticipated growth in both CCS and ATS segments.
• Potential program wins and customer acquisitions.
• Management of supply chain constraints and materials pricing.
• Intended repatriation of certain undistributed earnings from non-Canadian subsidiaries.
• Planned investments in technology platforms and innovation.

These forward-looking statements are based on various assumptions, including continued growth in manufacturing outsourcing and favorable market conditions. However, the Company notes that achievement of these objectives is subject to substantial risks and uncertainties.

Risk Factor Summary

The report outlines significant risks that shareholders must consider, many of which are price-sensitive:

• Customer Concentration: The Company depends on a limited number of customers and end markets, making it sensitive to their investment cycles and operating conditions.
• Demand Variability: Changes in customer demand may impact supply chain execution and manufacturing.
• Talent Risks: Challenges in recruiting and retaining skilled talent, particularly in key jurisdictions.
• Capital Expenditures: Increased capital spending to support anticipated growth could affect profitability and liquidity.
• Integration Risks: Potential difficulties in expanding operations or integrating acquisitions and new competencies.
• AI Adoption: Risks associated with the adoption and integration of artificial intelligence in manufacturing and internal processes.
• Geopolitical and Economic Risks: Exposure to uncertain global economic and political environments, supply chain disruptions, currency exchange rate fluctuations, and geopolitical conflicts.
• Financial Risks: Deterioration in financial markets, volatility in energy and commodity prices, rising labor costs, and potential impairment charges.
• Legal/Regulatory Risks: Litigation, compliance with employment laws, and changes in accounting standards.
• Shareholder Risks: Volatility in share price, potential dilution from equity compensation, and determination not to repurchase Common Shares.

These risks could materially impact Celestica’s future financial performance, operational results, and share price.

Share-Based Compensation and Vesting

The report details share-based compensation arrangements with vesting tranches at 25% and 33.33%, highlighting ongoing equity awards for employees and directors. Potential dilution from these awards is noted as a risk for shareholders.

Legal and Regulatory Proceedings

Celestica is subject to litigation and regulatory proceedings that may incur substantial costs, distract management, and result in adverse publicity. Any such developments could be material and affect the Company’s valuation.

Disclosure Considerations for Investors

• Celestica is not a shell company and has no non-voting stock outstanding.
• The Company’s financial statements do not reflect any correction of errors or restatements requiring recovery analysis of incentive-based compensation.
• Principal accounting firm attestation of internal controls under Sarbanes-Oxley has been completed.
• The Company incorporates by reference its forthcoming Proxy Statement for the 2026 Annual Meeting.

Potential Price-Sensitive Issues

• Any material changes in customer demand or program wins/losses could significantly impact revenues and share price.
• Integration challenges with acquisitions or new competencies may affect profitability.
• Global economic, geopolitical, or supply chain disruptions could materially affect operations and investor returns.
• Major litigation or regulatory actions could result in substantial expenses or reputational harm.
• Volatility in share price and decisions regarding share repurchases or dilution from compensation plans may affect shareholder value.

Conclusion

Celestica Inc.’s 2025 Annual Report presents a company positioned for growth in critical technology infrastructure markets, but also facing a wide array of risks. Investors should closely monitor developments in customer demand, capital investments, acquisition integration, geopolitical factors, and litigation, as these could materially impact the Company’s financial performance and share value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult the full Celestica Inc. Annual Report and consider their own financial circumstances and risk tolerance before making investment decisions. Forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. All information is provided as of the date of the report, and the Company undertakes no obligation to update forward-looking statements except as required by law.

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