CELESTICA INC (CLS): Entry into a Material Definitive Agreement
CELESTICA INC (CLS) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-1.1 2 tm2621135d2_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION VERSION Celestica Inc. Common Shares Underwriting Agreement August 5, 2026 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 BofA Securities, Inc. One Bryant Park New York, New York 10036 T
How this was made
The 30-second read
Why it matters
This is a capital markets event. The key tradable variable is the equity issuance overhang (firm shares plus potential additional shares), which can affect valuation and liquidity expectations.
Market read
A new equity offering structure is disclosed, creating potential near-term dilution risk and a catalyst for repricing until pricing and proceeds details are known.
What to watch
Traders will want the missing terms: offering price, expected closing date, use of proceeds, and whether the underwriters’ option is likely to be exercised.
Background
The 8-K Item 1.01 reports entry into a material definitive agreement, with an exhibit describing an underwriting agreement tied to a shelf registration.
Ticker impact
Celestica entered a material definitive underwriting agreement to issue 9,677,419 common shares plus an option for 1,451,612 more.
Near-term downside bias is possible on dilution concerns, with direction depending on offering size versus demand and any disclosed pricing terms (not included in the excerpt).
The filing is a primary-source disclosure of a capital raise structure (firm shares plus over-allotment option). The excerpt does not include offer price, proceeds, or use of funds, limiting precision on magnitude and timing.
Market effects
Adds to the broader signal that industrial/tech supply-chain firms may be using shelf capacity for equity financing.
Limited, as the disclosure is company-specific and not a macro policy action.
Low; underwriting mechanics are typically localized to the issuer and its investor base.
Counterpoint
If the offering is priced attractively or supports accretive growth, the dilution overhang may be temporary and quickly absorbed by investors.
Key entities
- issuerCelestica Inc.
Ontario corporation filing the 8-K and underwriting agreement for a common share issuance.
- underwriterCitigroup Global Markets Inc.
Named underwriter in the underwriting agreement exhibit.
- underwriterBofA Securities, Inc.
Named underwriter in the underwriting agreement exhibit.
- underwriterTD Securities Inc.
Named underwriter in the underwriting agreement exhibit.
