Weening Michael 4

What Happened
Michael Weening, President & CEO and a director of Calix, acquired 439 shares of Calix common stock through the company’s Employee Stock Purchase Plan (ESPP) on Feb 14, 2026 at $45.32 per share (total ~$19,896). Separately, on Feb 12, 2026 the Compensation Committee determined that performance criteria for a previously granted performance-based stock option covering 217,500 shares had been satisfied; that award is reported as a derivative acquisition (no cash paid reported).

Key Details

• Transaction dates and prices:
  • Feb 14, 2026 — ESPP purchase: 439 shares at $45.32 each (total ~$19,896). (Footnotes F1–F2)
  • Feb 12, 2026 — Performance-based option reported as acquired/derivative for 217,500 shares at $0.00. (Footnote F3)
• Shares owned after transaction: not specified in the provided filing details.
• Notable footnotes:
  • F1: ESPP purchase voluntarily reported; exempt under Rule 16b-3(c).
  • F2: ESPP price was 85% of the Feb 13, 2026 closing price (the plan’s purchase formula).
  • F3: The 217,500-share award is a performance-based option granted Jan 31, 2025; the committee determined performance was met on Feb 12, 2026. Vesting schedule: 25% vested Jan 31, 2026; remaining 75% vests quarterly over 36 months from Jan 31, 2026, subject to continued employment.
• Filing: Form 4 filed Feb 17, 2026; the filing date is shown on the report (no late-filing notation provided in the summary).

Context
The ESPP purchase is a direct cash purchase by the insider and is typically viewed simply as a personal investment. The 217,500-share item is a derivative/option matter — the company determined performance conditions were met, but the filing shows vesting is subject to a multi-year schedule and continued employment; it does not show an immediate cash exercise or sale of shares.