Form 4: Weening Michael reports acquisition/exercise transactions in CALX

Rhea-AI Filing Summary

Weening Michael reported acquisition or exercise transactions in a Form 4 filing for CALX. The filing lists transactions totaling 217,939 shares at a weighted average price of $45.32 per share. Following the reported transactions, holdings were 16,556 shares.

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

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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).

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)
02/12/2026

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	02/14/2026		A	V	439(1)	A	$45.322(2)	16,556	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)	$39.68	02/12/2026		A		217,500		01/31/2026(3)	01/31/2035	Common Stock	217,500	$0	217,500	D

Explanation of Responses:

1. The reporting person is voluntarily reporting the acquisition of shares of the issuer's common stock pursuant to the Calix, Inc. Amended and Restated Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of August 15, 2025 through February 14, 2026. This transaction is exempt under Rule 16b-3(c).

2. In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the issuer's common stock on February 13, 2026, the last trading day of the purchase period.

3. On January 31, 2025, the reporting person was granted a performance-based option to purchase 217,500 shares of common stock. On February 12, 2026, the Compensation Committee determined that the performance criteria governing 100% of the grant had been achieved. The option vests: (i) as to 25% of the shares of common stock subject to the stock option, on January 31, 2026; and (ii) as to the remaining 75% of the shares of common stock subject to the option, quarterly in equal installments over 36 months from January 31, 2026, subject to continued employment with Calix through the applicable vesting dates.

Remarks:

	/s/ Tom Gemetti as Attorney-in-Fact for Michael Weening	02/17/2026
	** 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.
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FAQ

What insider transactions did CALIX (CALX) report for Michael Weening?

Calix reported that President & CEO Michael Weening acquired 439 common shares through the employee stock purchase plan and received a performance-based stock option for 217,500 shares, both recorded in February 2026 as direct ownership awards.

How many CALIX (CALX) common shares does Michael Weening now directly hold?

After the reported ESPP acquisition, Michael Weening directly holds 16,556 shares of Calix common stock. This reflects the addition of 439 shares purchased on February 14, 2026 under the company’s employee stock purchase plan at a price based on 85% of market value.

What are the key terms of Michael Weening’s 217,500 CALIX (CALX) stock option?

Michael Weening’s performance-based stock option covers 217,500 Calix common shares at a $39.68 exercise price and expires January 31, 2035. The award vests 25% on January 31, 2026 and the remaining 75% quarterly over 36 months, contingent on continued employment.

When were the performance criteria satisfied for Michael Weening’s CALIX (CALX) option grant?

The Compensation Committee determined on February 12, 2026 that performance criteria for 100% of Michael Weening’s 217,500-share option grant were achieved. The original performance-based option was granted on January 31, 2025, with vesting tied to meeting those performance goals.

How was the ESPP purchase price determined for Michael Weening’s CALIX (CALX) shares?

The ESPP shares were purchased at $45.322 per share, calculated as 85% of Calix’s closing stock price on February 13, 2026. That date was the last trading day of the employee stock purchase plan period running from August 15, 2025 through February 14, 2026.

Is Michael Weening’s ESPP acquisition in CALIX (CALX) exempt under SEC rules?

Yes. The Form 4 notes that Michael Weening’s acquisition of 439 Calix shares through the employee stock purchase plan is exempt under SEC Rule 16b-3(c). This rule generally provides exemptions for certain employee benefit plan-related transactions approved under specified conditions.