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Calix insider Form 4: 10b5-1 sales and $12.63 option exercise

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Calix (CALX) director and 10% owner Carl Russo reported insider trades.

On 11/04/2025, he sold common stock under a Rule 10b5‑1 plan adopted April 25, 2025: 395,000 shares at $64, 12,035 at $65.1088 (weighted average), 12,845 at $66.0028 (weighted average), and 120 at $66.47. On 11/06/2025, he exercised 200,000 options at $12.63, with 3,953,070 shares beneficially owned directly afterward. Certain shares are held indirectly via The Crescentico Trust and Equanimous Investments.

Positive

  • None.

Negative

  • None.

Insights

Large 10b5-1 insider sales offset by option exercise; ownership remains significant.

Carl Russo, a director and 10% owner of Calix, Inc., reported multiple indirect sales on 11/04/2025 totaling 420,000 shares via The Crescentico Trust under a Rule 10b5-1 plan adopted on 04/25/2025. Weighted average sale prices ranged around $64 to $66.47, with detailed ranges disclosed. After these sales, indirect holdings shown were 1,694,188 shares, plus 13,782 shares held by Equanimous Investments as described.

On 11/06/2025, he exercised 200,000 stock options at $12.63, resulting in 3,953,070 shares held directly. The option grant was fully vested as of 05/22/2024, with remaining derivative holdings reported as 600,000 options and an expiration of 05/22/2030. The Rule 10b5-1 designation frames the sales as pre‑scheduled, which can reduce interpretive weight.

The net picture shows significant liquidity activity but continued large ownership through both direct and indirect positions. Items to watch include further scheduled sales under the plan, any additional exercises before 05/22/2030, and shifts between direct and indirect holdings that change total beneficial ownership.

Insider Russo Carl
Role Director, 10% Owner
Sold 420,000 shs ($26.92M)
Type Security Shares Price Value
Exercise Stock Option (right to buy) 200,000 $0.00 --
Exercise Common Stock 200,000 $12.63 $2.53M
Sale Common Stock 395,000 $64.00 $25.28M
Sale Common Stock 12,035 $65.1088 $784K
Sale Common Stock 12,845 $66.0028 $848K
Sale Common Stock 120 $66.47 $8K
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (right to buy) — 600,000 shares (Direct); Common Stock — 3,953,070 shares (Direct); Common Stock — 1,719,188 shares (Indirect, See Footnote)
Footnotes (1)
  1. Shares held by The Crescentico Trust, Carl Russo, Trustee. Sales reported on the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on April 25, 2025. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $64.44 to $65.40, inclusive. Full information on the number of shares sold at each sale price is available upon request. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $65.45 to $66.325, inclusive. Full information on the number of shares sold at each sale price is available upon request. Shares held by Equanimous Investments. The managing members of Equanimous Investments are Carl Russo and Tim Pasquinelli. These individuals may be deemed to have shared voting and investment power over the shares held by Equanimous Investments. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. 100% of the shares subject to the option were fully vested and exercisable on May 22, 2024.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Russo Carl
(Last) (First) (Middle)
C/O CALIX, INC.
3155 OLSEN DRIVE, SUITE 450
(Street)
SAN JOSE CA 95117
(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025
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 11/04/2025 S 395,000 D $64 1,719,188 I See Footnote(1)
Common Stock 11/04/2025 S 12,035(2) D $65.1088(3) 1,707,153 I See Footnote(1)
Common Stock 11/04/2025 S 12,845(2) D $66.0028(4) 1,694,308 I See Footnote(1)
Common Stock 11/04/2025 S 120(2) D $66.47 1,694,188 I See Footnote(1)
Common Stock 13,782 I See Footnote(5)
Common Stock 11/06/2025 M 200,000 A $12.63 3,953,070 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) $12.63 11/06/2025 M 200,000 (6) 05/22/2030 Common Stock 200,000 $0 600,000 D
Explanation of Responses:
1. Shares held by The Crescentico Trust, Carl Russo, Trustee.
2. Sales reported on the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on April 25, 2025.
3. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $64.44 to $65.40, inclusive. Full information on the number of shares sold at each sale price is available upon request.
4. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $65.45 to $66.325, inclusive. Full information on the number of shares sold at each sale price is available upon request.
5. Shares held by Equanimous Investments. The managing members of Equanimous Investments are Carl Russo and Tim Pasquinelli. These individuals may be deemed to have shared voting and investment power over the shares held by Equanimous Investments. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
6. 100% of the shares subject to the option were fully vested and exercisable on May 22, 2024.
Remarks:
/s/ Tom Gemetti as Attorney-in-Fact for Carl Russo 11/06/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CALX’s Carl Russo report?

He reported 10b5‑1 sales on 11/04/2025 and an option exercise of 200,000 shares at $12.63 on 11/06/2025.

How many CALX shares were sold on 11/04/2025 and at what prices?

Sales were 395,000 shares at $64, 12,035 at $65.1088 (weighted avg), 12,845 at $66.0028 (weighted avg), and 120 at $66.47.

Were the CALX sales under a Rule 10b5‑1 plan?

Yes. The sales were made pursuant to a Rule 10b5‑1 trading plan adopted on April 25, 2025.

What price ranges applied to the weighted-average CALX sale prices?

Footnotes state ranges of $64.44–$65.40 and $65.45–$66.325.

What is Carl Russo’s direct beneficial ownership after these transactions?

Following the option exercise on 11/06/2025, direct beneficial ownership was 3,953,070 shares.

Does Carl Russo have indirect CALX holdings?

Yes. Shares are held by The Crescentico Trust and by Equanimous Investments, as disclosed in the footnotes.