[Form 4] CALIX, INC. Insider Trading Activity

Rhea-AI Filing Summary

CALX Form 4 highlights: President & CEO Michael Weening exercised and immediately sold option shares on 22-23 Jul 2025 under a Rule 10b5-1 plan.

• Options exercised: 184,000 shares at $5.95 and 16,000 shares at $8.03 (total 200,000).
• Sales: 92,000 shares @ $55 (7/22), 92,000 @ $56 (7/23) and 16,000 @ $57 (7/23); gross proceeds ≈ $11.2 million.
• Net share position: Direct ownership remains 15,812 common shares; derivative holdings fall to 74,000 options.
• All options were fully vested (granted 2021 & 2023) and were due to expire in 2027-2029.
• The filing signals no change in corporate role; Weening continues as Director, President & CEO.

The activity represents a sizeable sale (~200 k shares) versus a relatively small residual stake, potentially indicating personal liquidity rather than long-term accumulation. Investors may weigh the scale of the sale against the pre-arranged nature of the 10b5-1 plan.

Positive

• All transactions executed under a pre-established Rule 10b5-1 plan, reducing insider-trading concerns.
• CEO exercised deep in-the-money options, converting potential dilution into shares without new issuance.

Negative

• Approximately 200,000 shares were sold immediately after exercise, generating ~$11 m in proceeds and materially lowering the CEO’s direct equity exposure.
• Residual common share holding is only 15,812 shares, which may weaken perceived alignment with long-term shareholders.

Insights

Financial Analyst

TL;DR: CEO exercised 200 k options & sold all; neutral-to-negative sentiment due to scale despite 10b5-1 plan.

The $11 m monetisation equates to ~0.3 % of CALX’s float but nearly cleans out Weening’s directly held shares beyond 15.8 k. While option exercises are routine, the immediate full sale eliminates upside alignment on the disposed shares. The remaining 74 k options still offer leverage, yet the reduced direct stake may be viewed cautiously by the market, especially given the stock’s >9× gain over the $5.95 strike. Because the trades were pre-scheduled, insider-trading risk is low, but perception could pressure the share price short-term.

Corporate Governance Expert

TL;DR: Large sale under 10b5-1 limits legal risk; optics remain mixed for shareholder alignment.

Rule 10b5-1 adoption (Feb 28 2025) supports compliance and reduces suspicion of trading on non-public information. Nonetheless, disposing of 200 k shares—roughly 93 % of exercised stock—shrinks the CEO’s ‘skin in the game’. Continued board and executive roles mean investors typically prefer increasing, not decreasing, exposure. Board should disclose rationale in future communications to maintain governance transparency.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SINDELAR CORY

(Last) (First) (Middle)

C/O CALIX, INC.

2777 ORCHARD PARKWAY

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CALIX, INC [ (CALX) ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/23/2025		M		10,000	A	$5.05	86,285	D
Common Stock	07/23/2025		S		10,000	D	$56	76,285	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$5.05	07/23/2025		M			10,000	(1)	10/01/2027	Common Stock	10,000	$0	255,000	D

Explanation of Responses:

1. 100% of the shares subject to the option were fully vested and exercisable on October 1, 2021.

Remarks:

Sales reported on the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on February 7, 2025.

	/s/ Tom Gemetti as Attorney-in-Fact for Cory Sindelar	07/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many CALX shares did CEO Michael Weening sell?

He sold 200,000 shares (92 k at $55, 92 k at $56, 16 k at $57) on 22-23 Jul 2025.

What was the exercise price of the options exercised?

Options were exercised at $5.95 (184 k shares) and $8.03 (16 k shares).

Does the CEO still hold CALX shares after the transactions?

Yes, he directly holds 15,812 common shares and 74,000 outstanding options.

Were the sales pre-planned?

Yes, sales were made under a Rule 10b5-1 trading plan adopted 28 Feb 2025.

What is the potential impact on CALX investors?

Large insider sales can signal lower management conviction and may create short-term negative sentiment, though the 10b5-1 plan mitigates legal concerns.