CALX Form 4: Michael Weening Exercises Options, Executes 10b5-1 Sale

Rhea-AI Filing Summary

Michael Weening, President & CEO and a director of Calix, Inc. (CALX), executed transactions on 09/04/2025 that involved exercising options and contemporaneous sales. He exercised 24,000 stock options with an exercise price of $7.84, resulting in an acquisition of 24,000 shares. The same day he sold 24,000 shares at $60 per share. After these transactions he beneficially owned 16,117 shares of common stock and continued to hold 450,000 outstanding stock options.

The Form 4 notes the options were fully vested on November 27, 2023, and the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on February 28, 2025. The filing was signed on behalf of Mr. Weening by an attorney-in-fact on 09/08/2025.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-established trading instructions and reduced concerns about opportunistic timing
• Exercise price of $7.84 vs. sale price of $60 shows significant realized value capture from the exercised options
• CEO retains substantial derivative exposure with 450,000 stock options outstanding, maintaining alignment with shareholder value creation

Negative

• Direct common stock holdings decreased as 24,000 shares were sold, leaving the reporting person with 16,117 shares
• Large gross proceeds from sale could be viewed negatively by some investors who prefer insiders to increase or maintain common stock ownership

Insights

Financial Analyst

TL;DR: CEO exercised options at low cost then sold an equal number of shares at a higher price; transactions were executed under a 10b5-1 plan.

The exercise of 24,000 options at $7.84 and immediate sale of 24,000 shares at $60 generated material realized proceeds per share equal to the spread between exercise price and sale price, while leaving the CEO with 16,117 common shares and 450,000 options outstanding. Because the sale was made pursuant to a documented Rule 10b5-1 plan, execution timing is pre-specified rather than discretionary; this reduces signaling risk, though the net reduction in direct common shares owned should be noted when assessing insider ownership trends.

Corporate Governance Expert

TL;DR: Insider activity follows governance best practices by using a 10b5-1 plan; notable reduction in directly held common stock.

The filing discloses that the option exercise and sale were processed under an established 10b5-1 trading plan, which is a recognized compliance mechanism to avoid allegations of opportunistic insider trading. The CEO retains substantial derivative exposure via 450,000 outstanding options, preserving future upside alignment with shareholders despite the decrease in directly held common shares from the reported transactions.

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^*

Weening Michael

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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	09/04/2025		M		24,000	A	$7.84	40,117	D
Common Stock	09/04/2025		S		24,000	D	$60	16,117	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)	$7.84	09/04/2025		M			24,000	(1)	11/27/2029	Common Stock	24,000	$0	450,000	D

Explanation of Responses:

1. 100% of the shares subject to the option were fully vested and exercisable on November 27, 2023.

Remarks:

Sales reported on the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on February 28, 2025.

	/s/ Tom Gemetti as Attorney-in-Fact for Michael Weening	09/08/2025
	** 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.

FAQ

What did CALX insider Michael Weening do on 09/04/2025?

He exercised 24,000 options at $7.84 and sold 24,000 shares at $60 per share on 09/04/2025.

Were the sales by Michael Weening discretionary or pre-planned?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on February 28, 2025.

How many options and shares does Michael Weening hold after the reported transactions?

After the transactions he beneficially owned 16,117 common shares and continued to hold 450,000 stock options.

What was the exercise price and sale price shown on the Form 4?

The option exercise price was $7.84 and the reported sale price per share was $60.

When were the options fully vested?

The Form 4 states the options were fully vested and exercisable on November 27, 2023.