Current Report · Items 1.01, 9.01 · 8-K
Celestica, Inc.
Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On August 5, 2026, Celestica Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc.…
Filed Aug 7, 2026Accepted Aug 7, 2026, 4:01 PM EDTCIK 1030894Accession 0001104659-26-092676
Company context
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.
Current securities
Disclosure sections
Items 1.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On August 5, 2026, Celestica Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets
Inc., BofA Securities, Inc. and TD Securities Inc., as representatives of the several underwriters named therein (collectively, the
“Underwriters”), in connection with the offering, issuance and sale by the Company of 9,677,419 common shares, without par
value, of the Company (the “Common Shares”), at an offering price of $310.00 per Common Share (the “Offering”).
In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days, to purchase
up to 1,451,612 Common Shares at the offering price, which the Underwriters exercised in full on August 6, 2026. The Offering was
made pursuant to a registration statement on Form S-3 (Registration No. 333-285515) filed on March 3, 2025, including a
base prospectus contained therein, and a prospectus supplement dated August 5, 2026. The Company estimates the net proceeds from
the Offering will be approximately $3.39 billion, after deducting underwriting discounts and commissions and estimated offering expenses
payable by the Company. The Company intends to use the net proceeds of the Offering for working capital and to support investments in
capital expenditures, in addition to other general corporate purposes.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination
provisions. The foregoing descriptions of the Underwriting Agreement are not complete and are qualified in their entirety by reference
to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
Blake, Cassels & Graydon LLP, Canadian
counsel to the Company, has issued an opinion regarding the validity of the foregoing securities offered and sold in the Offering, a copy
of which is filed as Exhibit 5.1 hereto.