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Form 4: Durocher John reports acquisition/exercise transactions in CALX

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Durocher John reported acquisition or exercise transactions in a Form 4 filing for CALX. The filing lists transactions totaling 195,439 shares at a weighted average price of $45.32 per share. Following the reported transactions, holdings were 2,367 shares.

Positive

  • None.

Negative

  • None.
Insider Durocher John
Role COO
Type Security Shares Price Value
Grant/Award Common Stock 439 $45.322 $20K
Grant/Award Stock Option (right to buy) 195,000 $0.00 --
Holdings After Transaction: Common Stock — 2,367 shares (Direct); Stock Option (right to buy) — 195,000 shares (Direct)
Footnotes (1)
  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). 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. On January 31, 2025, the reporting person was granted a performance-based option to purchase 195,000 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.
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).
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*
Durocher John

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
COO
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) 2,367 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 195,000 01/31/2026(3) 01/31/2035 Common Stock 195,000 $0 195,000 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 195,000 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 John Durocher 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.
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 insider transactions did Calix (CALX) COO John Durocher report?

John Durocher reported acquiring 439 Calix common shares through the Employee Stock Purchase Plan and holding a performance-based option for 195,000 shares. The option’s performance criteria were confirmed achieved by the Compensation Committee on February 12, 2026, triggering its time-based vesting schedule.

How many Calix (CALX) shares did the COO acquire under the ESPP?

The COO acquired 439 shares of Calix common stock through the Amended and Restated Employee Stock Purchase Plan. These shares relate to the purchase period from August 15, 2025 to February 14, 2026 and are reported as exempt from short-swing profit rules under SEC Rule 16b-3(c).

What price did Calix (CALX) shares cost under the COO’s ESPP purchase?

The ESPP shares were purchased at $45.322 per share, equal to 85% of Calix’s closing price on February 13, 2026. That date was the final trading day of the applicable ESPP purchase period, as specified in the plan’s pricing formula for participants.

What is the size of John Durocher’s Calix (CALX) stock option award?

John Durocher holds a performance-based stock option covering 195,000 Calix common shares. The award was originally granted on January 31, 2025, with vesting subject first to achievement of performance goals and then to continued employment-based vesting over several years.

When do the Calix (CALX) COO’s performance-based stock options vest?

The option vests 25% of the covered shares on January 31, 2026. The remaining 75% vests in equal quarterly installments over 36 months starting January 31, 2026, provided John Durocher remains employed by Calix through each applicable vesting date.

What triggered vesting of the Calix (CALX) COO’s performance option grant?

On February 12, 2026, the Compensation Committee determined that performance criteria for 100% of the 195,000-share option grant were achieved. This determination converted the award to time-based vesting, subject to the outlined schedule and Durocher’s continued employment at Calix.