Item 5. Other Information
ITEM 5. Other Information
During the three months ended March 29, 2025, no director or officer of the Company (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted , terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows:
On February 7, 2025 , Cory Sindelar , Chief Financial Officer of the Company, adopted a Rule 10b5-1 trading arrangement (the “Sindelar 10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended. The Sindelar 10b5-1 Plan allows for the contemporaneous exercise of options and sale of up to 130,000
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shares of Common Stock, at specific market prices, commencing on May 9, 2025, and continuing until all such options are exercised and the underlying shares are sold, or June 30, 2026 , whichever comes first.
On February 28, 2025 , Michael Weening , Director, President and Chief Executive Officer of the Company, adopted a Rule 10b5-1 trading arrangement (the “Weening 10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended. The Weening 10b5-1 Plan allows for the contemporaneous exercise of options and sale of up to 974,000 shares of Common Stock, at specific market prices, commencing on May 30, 2025, and continuing until all such options are exercised and the underlying shares are sold, or February 28, 2026 , whichever comes first.
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ITEM 6. Exhibits
Exhibit
Number Description
3.1 Amended and Restated Certificate of Incorporation of Calix, Inc. (filed as Exhibit 3.3 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference).
3.2 Amended and Restated Bylaws of Calix, Inc. (filed as Exhibit 3.5 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference).
10.1* Calix, Inc. Non-Employee Director Cash Compensation Policy, as amended March 21, 2025.
10.2* Calix, Inc. Non-Employee Director Equity Compensation Policy, as amended March 21, 2025.
10.3* Calix, Inc. Non-Employee Director Restricted Stock Award Agreement.
31.1 Certification of Chief Executive Officer of Calix, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer of Calix, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial Officer of Calix, Inc. Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
* Indicates management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CALIX, INC.
(Registrant)
Date: April 22, 2025 By: /s/ Michael Weening
Michael Weening
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 22, 2025 By: /s/ Cory Sindelar
Cory Sindelar
Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.