[Form 4] CALIX, INC. Insider Trading Activity

Rhea-AI Filing Summary

Michael Weening, who serves as President & CEO and a director of Calix, Inc. (CALX), reported an insider purchase of the issuer's common stock under the company’s Amended and Restated Employee Stock Purchase Plan (ESPP). The report discloses an acquisition on 08/14/2025 of 305 shares at an effective purchase price of $33.6855 per share, reflecting the ESPP provision that uses 85% of the closing price on the first trading day of the purchase period. After the transaction, the filing shows 16,117 shares beneficially owned by the reporting person. The filing notes the transaction is exempt under Rule 16b-3(c).

Positive

• Insider participation in ESPP demonstrates executive alignment with employee equity programs
• Transaction certified as exempt under Rule 16b-3(c), indicating compliance with Section 16 timing and reporting rules
• Clear disclosure of shares acquired and resulting beneficial ownership (305 shares acquired; 16,117 owned)

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine ESPP purchase by a named executive; small incremental insider ownership, immaterial to valuation.

The reported acquisition of 305 shares under the ESPP is a standard, pre-authorized employee purchase and is recorded as exempt under Rule 16b-3(c), indicating no contemporaneous compensatory transaction concerns. The effective price of $33.6855 is tied to an 85% lookback provision, a common ESPP feature that yields a discount to market. The post-transaction beneficial holding of 16,117 shares provides context on the executive's exposure but is modest relative to typical market-capitalized holdings; the filing contains no indications of planned sale or other derivative transactions.

Corporate Governance Expert

TL;DR: Governance-compliant disclosure of an ESPP purchase by an insider and properly exempt under Rule 16b-3(c).

The Form 4 identifies Michael Weening as both an officer and director and discloses an ESPP purchase that follows the company’s documented plan rules, including the 85% pricing mechanism. The filing includes the required information about shares acquired and resulting beneficial ownership, and it is signed by an attorney-in-fact, indicating procedural compliance. There are no governance red flags such as undisclosed related-party transfers or compensatory option grants in this filing.

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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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).

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.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		A	V	305(1)	A	$33.6855(2)	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

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 February 15, 2025 through August 14, 2025. 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 18, 2025, the first trading day of the purchase period.

Remarks:

	/s/ Tom Gemetti as Attorney-in-Fact for Michael Weening	08/15/2025
	** 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 Michael Weening report in the CALX Form 4?

The filing reports an ESPP purchase of 305 shares of Calix common stock and shows 16,117 shares beneficially owned following the transaction.

At what price were the CALX shares purchased under the ESPP?

The shares were purchased at an effective price of $33.6855 per share, based on the plan’s 85% pricing of the closing price on the period start date.

Is this ESPP transaction subject to Rule 16b-3(c) exemption?

Yes. The Form 4 explicitly states the transaction is exempt under Rule 16b-3(c), which covers certain employee benefit plan transactions.

What role does Michael Weening hold at Calix as disclosed in the filing?

The filing lists Michael Weening as both President & CEO and a director of Calix.

Does the Form 4 show any derivative transactions or option exercises?

No. Table II for derivative securities contains no entries; the filing reports only a non-derivative ESPP stock purchase.