calx-20260327

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __)

__________________________


Filed by the Registrant			x			Filed by a Party other than the Registrant			o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

CALIX, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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CALIX, INC.

3155 Olsen Drive

San Jose, California 95117

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 14, 2026

To the Stockholders of Calix, Inc.:

The Annual Meeting of Stockholders (“Annual Meeting”) of Calix, Inc. (“Calix”), will be held virtually, via live webcast at www.virtualshareholdermeeting.com/CALX2026, on Thursday, May 14, 2026 at 10:45 a.m. Pacific Daylight Time. The Annual Meeting will be held for the following purposes:

1.To elect three directors to the Calix Board of Directors (“Board”);

2.To approve an increase in the number of shares of common stock reserved for issuance under the matching component of the Calix, Inc. Amended and Restated Stock Purchase and Matching Plan (the “Stock Purchase and Matching Plan” or “Plan”) by 672,300 shares (the “Share Reserve Increase”);

3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers (“NEOs”);

4.To ratify the selection of KPMG LLP as Calix’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

5.To hold an advisory vote on the stockholder proposal relating to a simple majority vote; and

6.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The above items of business are more fully described in the Proxy Statement. Only stockholders of record who owned Calix common stock at the close of business on March 17, 2026 can vote at this meeting or any adjournments that take place.

We have elected to use the Internet as our primary means of providing our proxy materials to stockholders. As a result, we are sending a Notice of Internet Availability of Proxy Materials (“Notice”) rather than mailing a paper copy of this Proxy Statement and our 2025 Annual Report. The Notice will be sent on or about March 27, 2026 to our stockholders of record as of the close of business on March 17, 2026. We are also providing access to our proxy materials over the Internet beginning on or about March 27, 2026. Electronic delivery of our proxy materials minimizes printing and mailing costs and reduces the environmental impact of the proxy materials.

The Notice contains instructions for accessing the proxy materials, including the Proxy Statement and our 2025 Annual Report, and provides information on how stockholders may obtain paper copies free of charge. The Notice also provides the date and time of the virtual Annual Meeting, the matters to be acted upon at the meeting and the Board’s recommendation with regard to each matter and information on how to attend the virtual Annual Meeting and vote online.

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You are cordially invited to attend the virtual Annual Meeting. Whether or not you expect to attend, you should vote and submit your proxy over the Internet following the voting procedures described in the Notice to ensure that your vote is recorded. We strongly encourage you to vote by Internet or phone by following the instructions described in the Notice. If you have requested and received paper copies of proxy materials in lieu of the Notice, we still encourage you to vote by phone, but if you do not have access to a phone you may sign, date and return by mail the proxy card sent to you.


			By Order of the Board of Directors

			/s/ Douglas McNitt
			Douglas McNitt
			Corporate Secretary

San Jose, California

March 27, 2026

The Notice of Annual Meeting, Proxy Statement and Form of Proxy are being distributed and made available on or about March 27, 2026.

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PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2026			1
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING			2
CORPORATE GOVERNANCE			7
Leadership Structure of the Board			7
Board Independence			7
Board Composition and Qualifications			8
Board Meetings and Committees			9
Annual Self-Assessment and Board Education			13
Board Oversight Over Risks			13
Communications with the Board			14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			15
PROPOSAL NO. 1—ELECTION OF DIRECTORS			18
Nominees for Election to a Three-Year Term Expiring at the 202 9 Annual Meeting of Stockholders			19
Current Directors Continuing in Office Until the 202 7 Annual Meeting of Stockholders			21
Current Directors Continuing in Office Until the 202 8 Annual Meeting of Stockholders			24
Our Executive Officers			26
Independence of the Board			26
PROPOSAL NO. 2—APPROVAL OF SHARE RESERVE INCREASE UNDER THE MATCHING COMPONENT OF THE CALIX , INC. STOCK PURCHASE AND MATCHING PLAN			27
PROPOSAL NO. 3—APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)			33
PROPOSAL NO. 4 —RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			35
Principal Accountant Fees and Services			35
PROPOSAL NO. 5 -ADVISORY VOTE ON A STOCKHOLDER PROPOSAL TO ADOPT SIMPLE MAJORITY VOTING			37
EXECUTIVE COMPENSATION			39
Compensation Discussion and Analysis			39
Summary Compensation Table			54
Grants of Plan-Based Awards in 202 5			55
Outstanding Equity Awards as of December 31, 202 5			56
Option Exercises and Stock Vested in 202 5			57
Potential Payments Upon Termination or Change of Control			57
CEO PAY RATIO			59
DIRECTOR COMPENSATION			62
EQUITY COMPENSATION PLAN INFORMATION			65
COMPENSATION COMMITTEE REPORT			66
AUDIT COMMITTEE REPORT			67
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			68
HOUSEHOLDING OF PROXY MATERIALS			68
OTHER MATTERS			69
ANNUAL REPORTS			69
APPENDIX A: C ALIX, INC. FIRST AMENDED AND RESTATED STOCK PURCHASE AND MATCHING PLAN			A-1
APPENDIX B : RECONCILIATION OF GAAP TO NON-GAAP MEASURES (UNAUDITED)			B-1

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CALIX, INC.

3155 Olsen Drive

San Jose, California 95117

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2026

The Board of Directors of Calix, Inc. is soliciting your proxy to vote at the virtual Annual Meeting of Stockholders to be held on May 14, 2026, at 10:45 a.m. Pacific Daylight Time, and any adjournment or postponement of that meeting (“Annual Meeting”). The Annual Meeting will be held via live webcast only at www.virtualshareholdermeeting.com/CALX2026.

We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (“Notice”) to our stockholders of record as of March 17, 2026 (“Record Date”), while brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to request a printed copy by mail or email may be found in the Notice and on the website referred to in the Notice, including an option to request paper copies prior to the Annual Meeting by April 24, 2026, and thereafter on an ongoing basis until June 8, 2026. On or about March 27, 2026, we are making this Proxy Statement available on the Internet and are mailing the Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail or email this Proxy Statement, together with a proxy card, only to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials within three business days of request.

The only voting securities of Calix, Inc. are shares of common stock, $0.025 par value per share (“common stock”), of which there were 64,609,498 shares outstanding as of the Record Date. We need the holders of a majority of the outstanding shares of common stock, present or represented by proxy, to hold the Annual Meeting.

In this Proxy Statement, we refer to Calix, Inc. as the “Company,” “Calix,” “we” or “us” and the Board of Directors as the “Board.” When we refer to Calix’s fiscal year, we mean the year ended December 31 of the stated year.

Our 2025 Annual Report to Stockholders, which contains consolidated financial statements for 2025, accompanies this Proxy Statement. Stockholders who received the Notice can access this Proxy Statement and the 2025 Annual Report to Stockholders at the website referred to in the Notice. You also may obtain a copy of our 2025 Annual Report, which was filed with the Securities and Exchange Commission (“SEC”), without charge, by writing to our Investor Relations department at the above address. Our 2025 Annual Report and Proxy Statement are also available under “SEC Filings” in the Investor Relations section of our website at investor-relations.calix.com and at the SEC’s web site at www.sec.gov.

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THE PROXY PROCESS AND STOCKHOLDER VOTING

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on March 17, 2026, will be entitled to vote online at the Annual Meeting. At the close of business on March 17, 2026, there were 64,609,498 shares of common stock outstanding and entitled to vote.

For Shares Registered in Your Name

If, on March 17, 2026, your shares were registered directly in your name with Calix’s transfer agent, Computershare Inc., then you are a registered stockholder and will receive the proxy materials directly from Broadridge Financial Solutions, Inc. (“Broadridge”), an independent agent who we have engaged to tabulate votes for the Annual Meeting. You are the stockholder of record and may vote online at the Annual Meeting or vote by proxy.

Whether or not you expect to attend, you should vote and submit your proxy over the Internet following the voting procedures described in the Notice to ensure that your vote is recorded. If you have requested and received paper copies of proxy materials, you can also vote over the phone or by signing, dating and returning by mail the proxy card sent to you.

For Shares Registered in the Name of a Broker, Bank or Other Agent

If, on March 17, 2026, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner of the shares, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also welcome to join the Annual Meeting and to vote online.

What do I need in order to be able to join the Annual Meeting online?

Any stockholder can join the Annual Meeting live online at www.virtualshareholdermeeting.com/CALX2026. The webcast will start at 10:45 a.m. Pacific Daylight Time. Stockholders may vote and submit questions while attending the Annual Meeting online. In order to be able to participate in the online Annual Meeting, you will need the control number included on your Notice or, if you received a printed copy of the proxy materials, your proxy card if you are a registered stockholder, or included with your voting instruction card and voting instructions you received from your broker, bank or other agent if you hold your shares in “street name.” Instructions on how to participate online are also posted online at www.virtualshareholdermeeting.com/CALX2026.

Why is Calix holding the Annual Meeting online?

Calix has held its annual meetings online since 2012. Among other reasons, Calix believes holding the Annual Meeting online enables broader stockholder attendance and participation from any location around the world, minimizing travel time and cost. In designing our online format, we have taken measures to facilitate easy access and to ensure our virtual meeting provides all stockholders with equal access to ask questions of our Board and management. Our virtual meeting allows participating stockholders to vote on proposals, access our Proxy Statement and 2025 Annual Report and engage in a live Q&A with our Board, management and auditors. In addition, a recording of our Annual Meeting is publicly available for a year following each annual meeting at www.virtualshareholdermeeting.com/CALX2026.

What am I being asked to vote on?

You are being asked to vote on:

•election of three Class I directors to hold office until our 2029 Annual Meeting of Stockholders (Proposal No. 1);

•approval for the Share Reserve Increase under the matching component of the Stock Purchase and Matching Plan (Proposal No. 2);

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•approval, on a non-binding, advisory basis of the compensation of our NEOs as disclosed in this Proxy Statement (Proposal No. 3);

•ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 4); and

•an advisory vote on the stockholder proposal relating to a simple majority vote (Proposal No. 5).

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How does the Board recommend I vote on the Proposals?

The Board recommends that you vote:

•FOR each of the Class I director nominees;

•FOR approval of the Share Reserve Increase under the matching component of the Stock Purchase and Matching Plan;

•FOR approval, on a non-binding, advisory basis, of the compensation of our NEOs;

•FOR ratification of the selection of KPMG LLP as our independent registered public accounting firm; and

•AGAINST the stockholder proposal described in this proxy statement.

How do I vote?

For election of directors, you may either vote “For” the three nominees or you may “Withhold” your vote for all or for any nominee you specify. For any other matter to be voted on, you may vote “For” or “Against” or abstain from voting. The procedures for voting are as follows:

For Shares Registered in Your Name

If your shares are registered in your name, you may vote using any of the following methods:

•To vote over the Internet prior to or during the Annual Meeting, follow the online instructions provided on the Notice.

•To vote by phone, call the toll-free number found on the proxy card, which you can request by following the instructions provided on the Notice.

•To vote by mail, follow the instructions provided on the Notice to request a proxy card and complete, sign and date the proxy card, and return it promptly by mail.

•Whether or not you plan to join the Annual Meeting, we strongly encourage you to vote by Internet or phone to ensure that your vote is timely received and counted. You may still vote by mail if you do not have access to the Internet or a phone. As long as we receive your signed proxy card, or your vote by Internet or phone, by 11:59 p.m. Eastern Daylight Time on May 13, 2026, we will vote your shares as you direct. Even if you have submitted a proxy or voted by phone or the Internet before the Annual Meeting, you may still join the Annual Meeting and vote online. In such case, your previously submitted proxy or vote will be disregarded.

For Shares Registered in the Name of a Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should receive a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. You should follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy card. You may also vote online at the Annual Meeting by following the voting instructions provided by your broker, bank or other agent to log in to www.virtualshareholdermeeting.com/CALX2026 and cast your vote. You should also complete and mail the voting instruction card to ensure that your vote is counted.

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Who counts the votes?

We have engaged Broadridge as our independent agent to tabulate stockholder votes. If you are a registered stockholder and you choose to vote over the Internet (either prior to or during the Annual Meeting) or by phone, Broadridge will access and tabulate your vote electronically, and if you have requested and received proxy materials via mail or email and choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in “street name”) returns one proxy card to Broadridge on behalf of all its clients.

What is the required vote and how are votes counted?

A majority of the outstanding shares of common stock must be present or represented by proxy at the Annual Meeting in order to have a quorum. Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum.

With respect to Proposal No. 1, the election of directors, directors will be elected by a plurality of the votes cast, which means that the three nominees receiving the highest number of “For” votes will be elected. Abstentions and broker non-votes will have no effect with regard to this proposal, because approval of a percentage of shares present or outstanding is not required for this proposal.

With respect to Proposals No. 2, 3, 4 and 5, the affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy and entitled to vote on the proposal is required for approval. Abstentions have the same effect as a vote against these proposals.

Because your vote on Proposal No. 3 is advisory, it will not be binding on us, our Board or our Talent and Compensation Committee. However, we value our stockholders’ views on the effectiveness of our executive compensation program. Our Board and Talent and Compensation Committee consider the annual advisory vote of our stockholders and our stockholders’ views when making decisions about executive compensation.

Because your vote on Proposal No. 5 is advisory, it will not be binding on us, our Board or our Nominating and Corporate Governance Committee. However, we value our stockholders’ views on the effectiveness of our corporate governance. Our Board and Nominating and Corporate Governance Committee consider advisory votes of our stockholders and our stockholders’ views when making decisions about corporate governance.

Under the New York Stock Exchange (“NYSE”) rules, brokers are permitted to vote their clients’ proxies in their own discretion as to certain “routine” proposals. However, where a proposal is considered “non-routine,” a broker who has received no instructions from its client generally does not have discretion to vote its clients’ uninstructed shares on that proposal. When a broker indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, the missing votes are referred to as “broker non-votes.” Those shares would be considered present for purposes of determining whether a quorum is present but would not be counted in determining the number of votes present for the proposal. Those shares would not be taken into account in determining the outcome of a non-routine proposal.

Under NYSE rules, Proposals No. 1, 2, 3 and 5 are non-routine matters while Proposal No. 4 is a routine matter. Because brokers cannot vote uninstructed shares on behalf of their customers for non-routine matters, it is important that stockholders vote their shares.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of March 17, 2026.

What if I return a proxy card but do not make specific choices?

If you have properly requested and received a proxy card by mail or email, and we receive a signed and dated proxy card that does not specify how your shares are to be voted, your shares will be voted “For” the election of each of the three nominees for director and “For” Proposals No. 2 through No. 4, and “Against” Proposal 5. If any other matter is properly presented at the Annual Meeting, the individuals named as proxy holders on your proxy card will vote your shares in the manner recommended by the Board on all proposals presented in this Proxy Statement and as they may determine in their best judgment as to any other matters properly presented for vote at the Annual Meeting.

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Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by phone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

In addition, we have engaged D.F. King & Co., Inc., a proxy solicitation firm, to assist in the solicitation of proxies for a fee of approximately $12,500, plus reasonable out-of-pocket expenses.

What does it mean if I receive more than one Notice or set of materials?

If you receive more than one Notice or more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must follow the instructions for voting on the Internet on all of the Notices or proxy cards you receive via mail or email upon your request, which includes voting over the Internet, phone or by signing and returning all of the proxy cards you request and receive.

Can I change my vote after submitting my proxy or voting on the Internet or by phone?

Yes. You can revoke your proxy or prior vote at any time before the final vote at the Annual Meeting. If you are the registered stockholder for your shares, you may revoke your proxy or prior vote in any one of three ways:

•You may submit another properly completed proxy card with a later date or submit a new vote on the Internet or by phone using the same instructions followed when you submitted your prior vote.

•You may send a written notice that you are revoking your proxy to Calix’s Corporate Secretary at Calix, Inc., 3155 Olsen Drive, San Jose, California 95117, or corporate.secretary@calix.com.

•You may join the Annual Meeting and vote online. Simply logging into the Annual Meeting will not, by itself, revoke your proxy or prior vote.

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them, or you may join the Annual Meeting and vote online.

How will voting on any business not described in this Proxy Statement be conducted?

We are not aware of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement. If any other matter is properly presented for vote at the Annual Meeting and you are not attending the meeting in person but have voted by proxy, the individuals named as proxy holder on your proxy card will vote your shares as they may determine in their best judgment.

When are stockholder proposals due for next year’s Annual Meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by November 27, 2026, to Calix’s Corporate Secretary at 3155 Olsen Drive, San Jose, California 95117 or corporate.secretary@calix.com. If you wish to submit a proposal that is not to be included in next year’s proxy materials under the SEC’s stockholder proposal procedures or nominate a director, you must do so between January 14, 2027 and February 13, 2027; provided that if the date of the annual meeting is earlier than April 14, 2027 or later than July 13, 2027, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the date on which public disclosure of the annual meeting date is first made. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. We intend to file a proxy statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2026 annual meeting. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by Calix with the SEC without charge from the SEC’s website at www.sec.gov.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority of the shares of common stock issued and outstanding and entitled to vote are present or represented by proxy at the

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Annual Meeting. On the Record Date, there were 64,609,498 shares outstanding and entitled to vote. Accordingly, 32,304,750 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum if you submit a valid proxy vote or vote online at the Annual Meeting. Abstentions and broker non-votes also will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present or represented by proxy, may adjourn the Annual Meeting to another time or place.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

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CORPORATE GOVERNANCE

Overview

Our Board is responsible for providing oversight over the Company’s business and affairs, including the Company’s strategic direction, as well as the management and financial and operational execution that can best perpetuate the success of the business and support the long-term interests of our stockholders. To effectively support its responsibilities, the Board has three principal board committees: an Audit Committee, a Nominating and Corporate Governance Committee and a Talent and Compensation Committee that each carry out responsibilities set out in specific committee charters approved by the Board and consistent with applicable requirements of the NYSE and the SEC. The Board has also established an artificial intelligence (“AI”) and Cybersecurity Committee and a Strategic Committee, each with specific committee charters approved by the Board. The Board and each Board committee may at their discretion retain outside advisors at the Company’s expense in carrying out their responsibilities.

Our Board is committed to good corporate governance practices and seeks to represent stockholder interests through the exercise of sound judgment. To this end, the Board has adopted Corporate Governance Guidelines (“Guidelines”) that provide specific provisions for the governance of the Board and Company. We have a Code of Business Conduct and Ethics (“Code of Conduct”) applicable to all directors, officers and employees that is approved and adopted by our Board representing our commitment to the highest standards of ethics and integrity in the conduct of our business. Our bylaws, together with the Guidelines, the Board committee charters and our Code of Conduct serve as the governance and compliance framework of the Company.

On an annual basis, the Board and its committees review the Guidelines, Board committee charters and our Code of Conduct. The Guidelines, the written charter for each of the Audit Committee, Nominating and Corporate Governance Committee, Talent and Compensation Committee, AI and Cybersecurity Committee, Strategic Committee and the Code of Conduct, as well as any amendments from time to time, may be found under “Governance” in the Investor Relations section of our website at investor-relations.calix.com. The referenced information on the Investor Relations section of our website is not a part of this Proxy Statement.

Leadership Structure of the Board

Under our bylaws, our Board appoints our corporate officers, including the chief executive officer. Mr. Weening serves as president and chief executive officer and is responsible for setting the strategic direction for and the day-to-day leadership and performance of Calix. Mr. Russo, who previously served as chief executive officer until October 2022, has served as chairman of the Board of Directors since July 2021. Mr. Peters has served as lead independent director since August 2024 and will serve in this capacity until the expiration of his term upon our 2027 Annual Meeting. Mr. Russo consults with Mr. Peters and sets the agenda for Board meetings and presides over meetings of the full Board. Mr. Russo is not “independent” under the rules of the NYSE. Mr. Peters is “independent” as defined under the rules of the NYSE and has significant executive leadership, strategic and operational experience including multiple executive leadership roles at large publicly-traded technology companies. The Board believes that the current board leadership structure is best for Calix and its stockholders at this time. Our Nominating and Corporate Governance Committee periodically reviews and recommends to the Board the leadership structure of the Board.

Board Independence

Among other considerations, the Board strongly values independent board oversight as an essential component of strong corporate performance. On at least an annual basis, the Board undertakes a review of the independence of each director and considers whether any director has a material relationship with Calix. The Board evaluates each director under the independence rules of the NYSE and the non-employee director and audit committee independence requirements of the SEC.

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Seven of the total nine current directors of our Board are independent under NYSE rules.

Director

Independent

Director Since

Michael Berry

Independent

2025

Christopher J. Bowick

Independent

2014

Kathleen Crusco

Independent

2017

Kira Makagon

Independent

2017

Rajatish Mukherjee

Independent

2022

Wade Oosterman

Independent

2024

Kevin Peters

Independent

2014

Carl Russo

Not Independent

1999

Michael Weening

Not Independent

2023

The NYSE rules require listed company boards have at least a majority of independent directors. Based on its evaluation, our Board determined that each of Messrs. Berry, Bowick, Mukherjee, Oosterman and Peters and each of Mses. Crusco and Makagon, representing seven of Calix’s nine current directors, are independent directors as defined under the NYSE rules. Mr. Russo, our chairman, and Mr. Weening, our president and chief executive officer, are the only members of the Board who are not independent.

Board Composition and Qualifications

The Board assesses Board composition and qualifications at least annually. In assessing Board composition and qualifications, as well as in evaluating candidates for nomination or to fill vacancies on the Board, the Board seeks to maximize effectiveness of the Board and its committees to perpetuate the success of the Company, to best represent stockholder interests through the exercise of sound judgment and to assure continuity in the Board’s oversight over the Company and management. The Board places significant emphasis on ensuring an appropriate mix of characteristics, skills and experience for the Board as a whole and as to each individual director. The Board has delegated the evaluation of the skills and attributes of the Board as a whole and each individual director against the Company’s needs and strategic direction to the Nominating and Corporate Governance Committee pursuant to the committee’s charter. Among other considerations, the Board seeks to ensure an appropriate mix of expertise in executive and corporate leadership, range of backgrounds, perspectives and experiences, personal and professional integrity, ethics and values, financial and operational experience, depth of knowledge related to our business, business risks and operations, as well as expertise and insights in technologies, industries and markets relevant to our strategic plans, as set forth in our Corporate Governance Guidelines.

Our Board believes the current mix of skills, backgrounds, service period and attributes of our Board maximizes the effectiveness of our Board in its oversight responsibilities. In 2017, Mses. Makagon and Crusco joined our Board, with Ms. Makagon bringing substantial expertise in global platform strategy, technology, cybersecurity, operations and high-technology executive leadership and Ms. Crusco adding deep financial, accounting and operational expertise, public company leadership and governance experience. In 2022, Mr. Mukherjee joined our Board, bringing expertise in cloud software products, top-tier talent acquisition and small business solutions. In 2024, Mr. Oosterman joined our Board, bringing global experience in the wireless, residential and small business segments, extensive background in media, including television, radio and digital, and deep brand and marketing experience. In May 2025, Mr. Berry joined our Board, bringing additional finance, operations and general management experience in the global software and security appliance industries. Our Board also considers board tenure and mix of shorter, medium and longer tenure of board service in its review of Board composition. The average tenure of our independent directors is approximately six and a half years.

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A depiction of the mix of key skills and attributes representative of our current Board and their tenure as directors and ages is as follows:

Mix of Board Skills

Corporate
Leadership

Public Company
Experience

Financial Literacy

Technology, R&D
and Innovation

Board
Leadership

Operations

Risk Management

Strategy

Legal and
Governance

Industry-
Specific
Experience

Cybersecurity

Audit Committee Finance
and Accounting Expert

Tenure

(Independent Directors)

Age

(All Directors)

6.6 Years Average Tenure

0-5 Years Tenure: three directors

6-10 Years Tenure: two directors

11+ Years Tenure: two directors

61.8 Average Years of Age

40-49 Years of Age: one director

50-59 Years of Age: one director

60+ Years of Age: seven directors

Board Meetings and Committees

During 2025, our Board met six times, and each Board member attended 75% or more of the total number of meetings of the Board and of the committees on which he or she served. In addition, our Board met in executive session without management present during its four regularly scheduled meetings in 2025. Our chairman of the Board presides over the executive sessions of the Board, and our lead independent director presides over the independent director sessions of the Board.

We encourage our directors to attend our annual meetings of stockholders, and all of our directors attended our 2025 annual meeting of stockholders.

The Board has established three principal Board committees: the Audit Committee, the Nominating and Corporate Governance Committee and the Talent and Compensation Committee. In June 2017, the Board established a fourth Board committee, the Cybersecurity Committee (which became the AI and Cybersecurity Committee in 2025), and in June 2018, the Board established a fifth Board committee, the Strategic Committee. The memberships of all five Board committees in 2025 were composed entirely of independent directors.

Committees of the Board of Directors
(All Committee Members are Independent)

Audit Committee

Talent and Compensation Committee

Nominating and Corporate
Governance Committee

Chair: Kathleen Crusco

Other Members: Michael Berry

& Kevin Peters

Chair: Christopher J. Bowick
Other Members: Kira Makagon
& Rajatish Mukherjee

Chair: Kevin Peters

Other Members: Christopher J. Bowick & Wade Oosterman

AI and Cybersecurity Committee

Strategic Committee

Chair: Kevin Peters
Other Members: Kira Makagon
& Rajatish Mukherjee

Chair: Wade Oosterman
Other Members: Michael Berry & Kathleen Crusco

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Audit Committee

Our Audit Committee is established in accordance with Section 3(a)(58)(A) of the Exchange Act and is responsible for overseeing management of Calix’s risks relating to accounting matters, financial reporting and legal and regulatory compliance. Each director serving on our Audit Committee is independent within the meaning of the NYSE listing standards and applicable rules and regulations of the SEC.

The current members of our Audit Committee are Ms. Crusco and Messrs. Berry and Peters, with Ms. Crusco serving as the Audit Committee chair. Our Board has determined that Ms. Crusco and Messrs. Berry and Peters are each an “audit committee financial expert” as defined under the SEC rules and that Ms. Crusco’s service on the audit committee of one other public company would not impair her ability to effectively serve on our Audit Committee. During 2025, the Audit Committee met nine times and conducted private sessions with our independent registered public accounting firm and with individual members of management at its regularly scheduled meetings. The Audit Committee also meets regularly in executive session without management present at its scheduled meetings.

Our Audit Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit Committee evaluates the independent registered public accounting firm’s qualifications, independence and performance; determines the engagement of the independent registered public accounting firm; reviews and approves the scope of the annual audit and the audit fees; discusses with management and the independent registered public accounting firm the results of the annual audit and the review of Calix’s quarterly consolidated financial statements; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on Calix’s engagement team as required by law; reviews Calix’s critical accounting policies and estimates; oversees the internal audit function; oversees the Company’s management of the legal function and compliance program; and annually reviews the Audit Committee charter and the committee’s performance. The Audit Committee operates under a written charter pursuant to applicable standards and rules of the SEC and the NYSE. The Audit Committee’s written charter is available under “Governance” in the Investor Relations section of our website at investor-relations.calix.com.

In carrying out its responsibilities, the Audit Committee may at its discretion retain outside advisors at the Company’s expense.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for overseeing management of Calix’s risks associated with the composition of the Board and its committees and the independence of the Board and potential conflicts of interest as well as for overseeing matters of corporate governance (including environmental, social and governance (“ESG”) matters). Each director serving on our Nominating and Corporate Governance Committee is independent within the meaning of the NYSE listing standards.

Our Nominating and Corporate Governance Committee as of the Record Date consisted of Messrs. Bowick, Oosterman and Peters, with Mr. Peters serving as the Nominating and Corporate Governance Committee chair. During 2025, the Nominating and Corporate Governance Committee met five times.

The Nominating and Corporate Governance Committee is responsible for evaluating and making recommendations regarding candidates for directorships and the size and composition of the Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing Calix’s Corporate Governance Guidelines and reporting and making recommendations concerning corporate governance matters. The Nominating and Corporate Governance Committee operates under a written charter pursuant to applicable standards and rules of the SEC and the NYSE. The Nominating and Corporate Governance Committee’s written charter is available under “Governance” in the Investor Relations section of our website at investor-relations.calix.com.

In carrying out its responsibilities, the Nominating and Corporate Governance Committee may at its discretion retain outside advisors at the Company’s expense.

Director Nominations

The Nominating and Corporate Governance Committee considers director candidate recommendations from a variety of sources, including nominees recommended by stockholders. The Nominating and Corporate Governance Committee may also retain an executive search firm or other resources to assist in identifying, screening and facilitating the interview process of director candidates. The Nominating and Corporate Governance Committee may take into account

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minimum qualifications including, among other factors the Committee may deem appropriate: range of personal and professional backgrounds, perspectives and experiences; personal and professional integrity, ethics and values; executive experience in corporate management, operations, governance or finance; experience relevant to the Company’s business and industry and with relevant social policy considerations; experience as a board member or executive officer of other publicly-held companies; relevant academic expertise; practical and mature business judgment; promotion of a mix of business or career experience relevant to the success of the Company; and any other relevant qualifications, attributes or skills, which will be evaluated in the context of the Board as a whole, with the objective of assembling a board that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its range of experiences in these various areas. In addition, the Nominating and Corporate Governance Committee expects any candidate for the Board to be able to represent the interests of the Company’s stockholders as a whole rather than any special interest or constituency.

Each of our nominees standing for election at this Annual Meeting was recommended to the Board by the Nominating and Corporate Governance Committee based on the Committee’s evaluation as set forth above.

The policy of the Nominating and Corporate Governance Committee is to consider properly submitted director candidates recommended by stockholders. For a stockholder to make any nomination for election to the Board at an annual meeting, the stockholder must provide notice to Calix, which must be received at Calix’s principal executive office not less than 90 days and not more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting; provided, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, the stockholder’s notice must be delivered not later than 90 days prior to the date of the annual meeting or, if later, the 10th day following the date on which public disclosure of the annual meeting date is first made. Further updates and supplements to such notice may be required at the times and in the forms required under our bylaws. As set forth in our bylaws, submissions must include the name and address of the proposed nominee, information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election under Section 14(a) of the Exchange Act, information regarding the proposed nominee’s indirect and direct interests in shares of Calix’s common stock, and a completed and signed questionnaire, representation and agreement of the proposed nominee. Our bylaws also specify further requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, which is available, without charge, from our Corporate Secretary at 3155 Olsen Drive, San Jose, California 95117 or corporate.secretary@calix.com. The presiding officer at the applicable annual meeting may, if the facts warrant, determine that a nomination was not properly made in accordance with the foregoing and our bylaws, in which case the defective nomination may be disregarded. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Calix’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 15, 2027.

Talent and Compensation Committee

Our Talent and Compensation Committee is responsible for overseeing the management of risks relating to Calix’s executive compensation plans and arrangements. Our Talent and Compensation Committee also oversees our policies related to employee compensation and benefits. Each director serving on our Talent and Compensation Committee is independent within the meaning of the NYSE listing standards and applicable rules and regulations of the SEC.

Our Talent and Compensation Committee as of the Record Date consisted of Messrs. Bowick and Mukherjee and Ms. Makagon, with Mr. Bowick serving as the Talent and Compensation Committee chair. During 2025, the Talent and Compensation Committee met nine times.

Our Talent and Compensation Committee reviews and approves corporate goals and objectives relevant to compensation of the chief executive officer and other executive officers, certifies performance against such corporate goals and objectives and sets the compensation of our executive officers. The Talent and Compensation Committee oversees executive succession matters, including chief executive officer succession planning, on an annual basis. The Talent and Compensation Committee also administers Calix’s stock-based compensation plans, including the grant of stock awards under Calix’s equity plans, including the 2010 Equity Incentive Award Plan (“2010 Plan”), Third Amended and Restated 2019 Equity Incentive Award Plan (“2019 Plan”), Second Amended and Restated Employee Stock Purchase Plan (“ESPP”) and Stock Purchase and Matching Plan. The Talent and Compensation Committee reviews and evaluates, at least annually, the Talent and Compensation Committee charter and the performance of the Talent and Compensation Committee and its members. The Talent and Compensation Committee operates under a written charter pursuant to applicable standards and rules of the SEC and the NYSE. The Talent and Compensation Committee’s written charter is available under “Governance” in the Investor Relations section of our website at investor-relations.calix.com.

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In carrying out its responsibilities, the Talent and Compensation Committee may at its discretion retain outside advisors at the Company’s expense.

Talent and Compensation Committee Interlocks and Insider Participation

Each of Messrs. Bowick and Mukherjee, and Ms. Makagon served on Calix’s Talent and Compensation Committee for the entirety of 2025. None of the members of Calix’s Talent and Compensation Committee is or was at any time during 2025 an officer or employee of Calix, was formerly an officer of Calix or has engaged in certain related transactions with Calix, as required to be disclosed by SEC regulations. None of Calix’s executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving on Calix’s Board or Talent and Compensation Committee.

AI and Cybersecurity Committee

The AI and Cybersecurity Committee was constituted by the Board in June 2017 as a Board committee of independent directors responsible for overseeing the management of enterprise security over cyber risks, overall data protection and security breach programs and readiness and our program for data and security breach response and management. The AI and Cybersecurity Committee also oversees risk management associated with the Company’s use of AI and its business continuity and disaster recovery program. Each director serving on our AI and Cybersecurity Committee is independent within the meaning of the NYSE listing standards.

Our AI and Cybersecurity Committee as of the Record Date consisted of Messrs. Mukherjee and Peters, and Ms. Makagon, with Mr. Peters serving as the AI and Cybersecurity Committee chair. During 2025, the AI and Cybersecurity Committee met four times.

Our AI and Cybersecurity Committee oversees Calix’s management of risks associated with cybersecurity threats. At each AI and Cybersecurity Committee meeting, members of the Company’s senior leadership review and update the Committee on information security and data protection governance matters, including assessment of cybersecurity threats and risks, data security programs, data privacy programs and management and mitigation of potential and any actual cybersecurity and information technology risks and breaches. Among other responsibilities, the AI and Cybersecurity Committee also reviews and provides oversight of: the effectiveness of Calix’s data breach incident response plan; Calix’s cybersecurity risk systems against industry benchmarks and best practices; Calix’s cybersecurity insurance coverage; Calix’s information security planning and resources to manage changes in Calix’s cybersecurity threat landscape, including assessments of the potential impact of cybersecurity risk on Calix’s business, operations and reputation; and Calix’s business continuity and disaster recovery program. The AI and Cybersecurity Committee’s written charter is available under “Governance” in the Investor Relations section of our website at investor-relations.calix.com.

In carrying out its responsibilities, the AI and Cybersecurity Committee may at its discretion retain outside advisors at the Company’s expense.

Strategic Committee

The Board constituted a Strategic Committee in June 2018 as a committee of independent directors with responsibility to oversee our business strategy, strategic direction and objectives.

Our Strategic Committee as of the Record Date consisted of Ms. Crusco and Messrs. Berry and Oosterman, with Mr. Oosterman serving as the Strategic Committee chair. During 2025, the Strategic Committee met eight times.

Among other duties, the Strategic Committee provides oversight over our long-term strategic plan to support our objectives and to create long-term stockholder value and evaluates potential strategic actions and financing strategies. The Strategic Committee also works with management to monitor internal and external risks, threats and potential disruptions to our strategic plan. The Strategic Committee’s written charter is available under “Governance” in the Investor Relations section of our website at investor-relations.calix.com.

In carrying out its responsibilities, the Strategic Committee may at its discretion retain outside advisors at the Company’s expense.

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Annual Self-Assessment and Board Education

Annually, the Board and each Board committee conduct a self-assessment to assess the performance and effectiveness of the Board and Board committees, as well as to provide feedback on individual directors. The chairman of the Board leads discussions and actions related to the self-assessments. The Board is committed to ongoing director education and advancement. To that end, the Company has a written Board education policy and provides its directors with membership in the National Association of Corporate Directors (“NACD”) to assist them in remaining current with best practices and developments in board oversight and corporate governance, as well as opportunities to participate in NACD fellowship programs on leading boardroom practices and commitment to boardroom excellence.

Board Oversight Over Risks

The Board has an active role, as a whole and also at the committee level, in overseeing management of Calix’s risks, including financial risks, cybersecurity risks, credit and liquidity risks, legal and regulatory risks and operational risks, including risks that may impact continuity of our business in the event of disruptions or disasters that may materially impact our business. The Board is responsible for general oversight of risks and regularly reviews information from management who is responsible for the day-to-day processes and operations to manage and mitigate risks.

The Audit Committee has primary responsibility for oversight over management’s processes over financial, credit and liquidity, legal and regulatory risks, including the Company’s compliance program; the Nominating and Corporate Governance Committee oversees corporate governance and management of our ESG and public company governance risks; the Talent and Compensation Committee is responsible for risk assessments over Calix’s compensation practices and policies, including incentivizing and retention of executive officers; the AI and Cybersecurity Committee oversees Calix’s overall business continuity and disaster recovery, including management of risks associated with AI, cybersecurity, privacy and data breach threats; and the Strategic Committee has oversight over internal and external risks to our strategic plan. While Board committees have responsibility for evaluating certain areas of risks and overseeing the management of such risks, the entire Board retains overall responsibility and remains regularly informed through committee reports about such risks.

Code of Conduct and Compliance

We are committed to the conduct of our business to the highest standards of ethics and integrity as reflected in our Code of Conduct. All of our directors, officers and employees annually review our Code of Conduct and are expected to comply with our Code of Conduct, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. Under our Code of Conduct, we have established a compliance hotline that is operated by an independent third party to receive complaints about any accounting, internal control or auditing matters as well as compliance, ethical or other matters of concern (including on an anonymous basis where permitted under applicable law). Annually, our Audit Committee reviews our Code of Conduct and related policies and processes with management. Our Code of Conduct is available under “Governance” in the Investor Relations section of our website at investor-relations.calix.com.

Risk Assessment of Compensation Practices and Policies

We have assessed, with input from outside consultants, and discussed with the Talent and Compensation Committee our compensation policies and practices for our employees as they relate to risk management. Based upon this assessment, we believe that any risks arising from such policies and practices are not reasonably likely to have a material adverse effect on the Company.

Our employees’ base salaries are fixed in amount and thus we do not believe that they encourage excessive risk-taking. While performance-based cash incentives and sales-based incentives focus on achievement of short-term or annual goals, we believe that our performance-based cash incentives and sales-based incentives appropriately balance risk and the desire to focus employees on specific goals important to our growth and long-term success. We believe these programs also do not encourage unnecessary or excessive risk taking as the potential payout is limited, with payouts on performance-based cash incentives for our executives generally limited to 100% of target and payouts of greater than target based on limited incremental achievement above 100% of target. Further, such programs represent only one portion of the total compensation opportunities available to most employees, and we believe that our internal policies and controls help mitigate this risk. Employees are also given the opportunity to participate in stock ownership through our employee stock purchase plans to purchase stock at discounted prices, subject to limits and holding periods stated in the plans, which we believe help align employee performance with creation of long-term stockholder value.

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A significant portion of the compensation provided to senior management is in the form of long-term equity-based incentives that are conditioned on achievement of one or more annual financial performance targets that we believe are important to help further align management’s interests with those of our stockholders. We do not believe that these equity-based incentives encourage unnecessary or excessive risk taking because their ultimate value is tied to our financial performance and stock price and vesting of such equity awards are generally over a four-year period.

The statements regarding the risks arising from our compensation policies and practices contain forward-looking statements that involve substantial risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Communications with the Board

Stockholders and other interested parties may communicate with the Board or any specified individual directors. Such correspondence should be sent to the attention of the Board or specific directors, c/o Corporate Secretary, 3155 Olsen Drive, San Jose, California 95117 or corporate.secretary@calix.com.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information as to the beneficial ownership of our common stock as of March 17, 2026 for:

•each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

•each of our directors and director nominees;

•each NEO as set forth in the Summary Compensation Table in this Proxy Statement; and

•all current executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of March 17, 2026 and restricted stock units (“RSUs”) that vest within 60 days of March 17, 2026, are deemed to be outstanding and to be beneficially owned by the person holding the options or RSUs for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Percentage ownership of our common stock in the table is based on 64,609,498 shares of our common stock outstanding on March 17, 2026. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Calix, Inc., 3155 Olsen Drive, San Jose, California 95117.

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Name of Beneficial Owner	Shares of Common Stock Beneficially Owned (1)
	Common Stock (#)		Options Exercisable Within 60 Days (#)	Total Number of Shares Beneficially Owned (#)	Percent of Outstanding Shares (%)
5% Stockholders:
AllianceBernstein L.P. 501 Commerce Street Nashville, TN 37203	2,238,826	(2)		2,238,826	3.47	%
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	9,671,059	(3)		9,671,059	14.97	%
Named Executive Officers:
Michael Weening	16,556		1,340,727	1,357,283	2.06	%
Cory Sindelar	103,994		1,323,062	1,427,056	2.16	%
John Durocher	2,367	(5)	390,641	393,008	*
Shane Eleniak	—		980,307	980,307	1.49	%
J. Matthew Collins	—	(6)	1,030,358	1,030,358	1.57	%
Non-Employee Directors:
Carl E. Russo	5,676,040	(4)	987,597	6,663,637	10.16	%
Kevin Peters	130,717		39,478	170,195	*
Michael J. Berry	4,689	(7)	—	4,689	*
Christopher J. Bowick	66,616		39,478	106,094	*
Kathleen Crusco	59,394		39,478	98,872	*
Kira Makagon	38,964		39,478	78,442	*
Rajatish Mukherjee	4,689		25,201	29,890	*
Wade Oosterman	7,189		7,317	14,506	*
All Current Directors, Director Nominees and Executive Officers as a Group (13 persons)	6,111,215		6,243,122	12,354,337	17.44	%

*Represents beneficial ownership of less than one percent of the outstanding shares of common stock.

(1)Shares shown in the table include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.

(2)The information was based upon a Schedule 13G filed with the SEC on February 5, 2025 by AllianceBernstein L.P. AllianceBernstein has sole voting power with respect to 1,824,615 shares; sole dispositive power over 2,237,021 shares; and shared dispositive power over 1,805 shares. The shares are held solely for investment purposes on behalf of client discretionary investment advisory accounts. The principal business address of AllianceBernstein L.P. is 501 Commerce Street, Nashville, TN 37203.

(3)The information was based upon a Schedule 13G/A filed with the SEC on July 18, 2025 by BlackRock, Inc. BlackRock, Inc. has sole voting power with respect to 9,561,663 of these shares; and sole dispositive power over 9,671,059 of these shares. The shares reported as being beneficially held by BlackRock, Inc. may be held by one or more of its subsidiaries: Blackrock Life Limited; BlackRock Advisors, LLC; Aperio Group, LLC; Blackrock (Netherlands) B.V.; Blackrock Fund Advisors; Blackrock Institutional Trust Company, N.A.; Blackrock Asset Management Ireland Limited; Blackrock Financial Management, Inc.; Blackrock Japan Co., Ltd.; Blackrock Asset Management Schweiz AG; Blackrock Investment Management, LLC; Blackrock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; Blackrock Investment Management (Australia) Limited; or Blackrock Fund Managers Ltd. The principal business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(4)The information was based upon a Schedule 13G filed with the SEC on February 13, 2024 by Carl E. Russo, and a Form 4 filed with the SEC on February 26, 2026. Russo has sole voting power with respect to 5,676,040 shares, shared voting power over 13,782 shares, sole dispositive power over 5,676,040 shares, and shared dispositive power over 13,782 shares. Includes 1,669,188 shares held by The Crescentico Trust, Carl Russo, Trustee; and 13,782 shares held by Equanimous Investments. The managing members of Equanimous Investments are Carl Russo and

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Tim Pasquinelli. These individuals may be deemed to have shared voting and investment power over the shares held by Equanimous Investments. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The address of each of The Crescentico Trust, Carl Russo, Trustee; and Equanimous Investments is 1960 The Alameda Suite 150, San Jose, California 95126.

(5)Mr. Durocher was appointed chief operating officer in November 2025.

(6)As disclosed below, Mr. Collins served as our chief commercial operations officer (“CCOO”) until his passing in May 2025.

(7)Mr. Berry was elected to the Board as a Class III director in May 2025.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Amended and Restated Certificate of Incorporation provides that our Board shall be divided into three classes, with the directors in each class having a three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall hold office until the next election of the class for which such director shall have been chosen.

As of March 27, 2026, the date this Proxy Statement is made available, the Board consists of nine directors, divided into the following three classes:

•Class I directors: Kathleen Crusco, Carl Russo and Michael Weening, whose current terms will expire at the 2026 Annual Meeting;

•Class II directors: Rajatish Mukherjee, Wade Oosterman and Kevin Peters, whose current terms will expire at the 2027 Annual Meeting; and

•Class III directors: Michael J. Berry, Christopher J. Bowick, and Kira Makagon, whose current terms will expire at the 2028 Annual Meeting.

Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, Kathleen Crusco, Carl Russo and Michael Weening as nominees for reelection as Class I directors at the Annual Meeting. Ms. Crusco and Messrs. Russo and Weening have each agreed to stand for reelection a Class I director. Each director to be elected will hold office from the date of such director’s election by the stockholders until the third subsequent annual meeting of stockholders or until his or her successor is elected and has been qualified, or until such director’s earlier death, resignation or removal. Shares of common stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three Class I director nominees named above.

The Board expects each of the nominees to be available for election to the Board at the Annual Meeting. In the event that any nominee should be unable to serve or for good cause will not serve, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

Our Director Nominees and Board of Directors

At least annually, our Nominating and Corporate Governance Committee reviews the skills and characteristics of directors and the mix of skills and experience of the Board in the context of our business strategy, growth initiatives and our customers and target market, our business and operating requirements and the long-term interests of our stockholders. In doing so, the Nominating and Corporate Governance Committee seeks a board composition that can best perpetuate the success of the business and represent stockholder interests. The Committee also considers the tenure of our directors and seeks to maintain a balance of longer tenured directors with deep institutional knowledge and newer directors who bring new perspectives to the Board. See “Board Meetings and Committees — Nominating and Corporate Governance Committee” above regarding the Nominating and Corporate Governance Committee’s evaluation and selection of director nominees.

The Board believes that all the nominees for reelection and election are highly qualified and have the skills and experience required for effective service on the Board. Ms. Crusco serves on our Strategic Committee and Audit Committee as an audit committee financial expert and brings substantial expertise and knowledge in cybersecurity, financial matters and the leadership of complex organizations. Mr. Russo serves as our Chairman of the Board and brings significant public company executive leadership experience as well as extensive knowledge of the telecommunications industry. Mr. Weening serves as our president and chief executive officer and brings substantial expertise and knowledge regarding compensation, cybersecurity, privacy and software platform technologies. We believe the skills and attributes of these nominees complement the expertise, background and experience of our other continuing directors.

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Biographical information describing the qualifications and relevant experience, skills and attributes of our Class I nominees and our other current directors who will continue in office after the Annual Meeting as of March 27, 2026, is set forth below.

Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders


Kathleen Crusco						Audit Committee Chair


Independent director Age: 61 Director since 2017 Calix Board committees: •Audit (Chair and Audit Committee financial expert) • Strategic Other current public company directorships and committees: •TD Synnex Corporation (Chair Audit committee) and Nominating Committee						Ms. Crusco brings to our Board a wealth of experience instilling operational rigor at leading technology companies. In September 2025, Ms. Crusco joined Bonterra Tech LLC as chief financial officer. From December 2017 until January 2020, Ms. Crusco served as executive vice president and chief financial officer at Kony, Inc., a privately-held mobile applications solutions provider, which was acquired by Temenos, a banking software company. From August 2016 until November 2017, Ms. Crusco served as executive vice president, chief operating officer and chief financial officer at Epicor Software Corporation, a privately-held software company. Ms. Crusco joined Epicor in May 2011 when the company merged with Activant Solutions Inc., a business management software company where she served as senior vice president and chief financial officer from May 2007 to November 2010, then as executive vice president and chief financial officer. Before joining Activant, she worked for Polycom from 2002 to 2007, rising to the role of vice president of worldwide finance during her tenure. Ms. Crusco has also held a variety of financial roles at Documentum, Inc., Adaptec, Inc. and Price Waterhouse LLP. Ms. Crusco holds a Bachelor of Science in Business Administration with an emphasis in accounting from California State University, Chico.


Carl Russo						Chairman of the Board


Chairman of the Board Age: 69 Director since 1999 Calix Board committees: none Other current public company directorships: none						Mr. Russo has served as Calix’s Chairman of the Board since July 2021. Previously, he served as chief executive officer from December 2002 until September 2022 and has also served as president from December 2002 to January 2021. Mr. Russo brings substantial expertise and knowledge regarding our business strategy, markets and operations to Calix’s board of directors. He also brings to the Board an extensive background in the telecommunications and networking technology industries. From November 1999 to May 2002, Mr. Russo served as vice president of optical strategy and group vice president of optical networking of Cisco Systems, Inc. From April 1998 to October 1999, Mr. Russo served as president and chief executive officer of Cerent Corporation, which was acquired by Cisco. From April 1995 to April 1998, Mr. Russo served in various capacities, including as chief operating officer, at Xircom, Inc., which was acquired by Intel Corporation. Previously, Mr. Russo served as senior vice president and general manager for the hyperchannel networking group of Network Systems Corporation and as vice president and general manager of the data networking products division of AT&T Paradyne Corporation. Mr. Russo served on the board of directors of Vital Network Services, Inc., a privately-held company delivering network lifecycle services, and Xirrus, Inc., a privately-held company providing products that enable high-performance wireless networks. Mr. Russo attended Swarthmore College and previously served on its board of managers.

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Michael Weening						President and Chief Executive Officer


Director Age: 57 Director since 2023 Calix Board committees: none Other current public company directorships: none						Mr. Weening has served as Calix’s president and chief executive officer since October 2022. As Calix's president and chief executive officer, Mr. Weening brings substantial experience and knowledge regarding our business strategy, markets and operations to Calix's board of directors. He also brings to the Board an extensive background in the telecommunications and networking technology industries. From January 2021 until September 2022, Mr. Weening served as president and chief operating officer at Calix; as executive vice president and chief operating officer from August 2020 until January 2021; as executive vice president, global operations from January 2019 until August 2020; and as executive vice president in various capacities over our field operations and sales and marketing organizations from June 2016 until January 2019. Prior to joining Calix, Mr. Weening held various sales executive leadership roles at Salesforce, Inc., a customer relationship management company. From August 2014 until June 2016, Mr. Weening served as senior vice president of global customer success and services at Salesforce, and from May 2012 until August 2014 as senior vice president of customer and sales growth in Japan and Asia Pacific at Salesforce. From May 2009 until May 2012, Mr. Weening served as vice president of business sales at Bell Mobility in Canada. Prior to joining Bell Mobility, Mr. Weening also held various sales leadership roles at Microsoft Corporation in Canada and the United Kingdom. Mr. Weening holds a Bachelor of Arts in Business Administration from Brock University.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH CLASS I DIRECTOR NOMINEE NAMED ABOVE.

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Current Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders


Rajatish Mukherjee

Independent director Age: 49 Director since 2022 Calix Board committees: •AI and Cybersecurity •Talent and Compensation Other current public company directorships: none						Mr. Mukherjee brings to our Board more than 20 years of experience in global platform and software companies focused on the small and midsize business (“SMB”) market. Mr. Mukherjee serves as senior vice president of Product and Technology at PayPal, Inc. He previously served as executive vice president and general manager for Employer at Indeed from February 2022 through February 2025, where he was responsible for shaping product and go-to-market priorities for millions of employers, from small business customers to enterprise organizations, around the world to help them match and connect with talent to hire with speed and simplicity. Mr. Mukherjee previously served as general manager of SMB at Indeed, where he oversaw product growth in the SMB segment and international markets from February 2022 to February 2024, and prior to that as senior vice president of Product at Indeed from June 2016 to February 2022. Prior to joining Indeed, Mr. Mukherjee was senior vice president of Product at GoDaddy from 2013-2016 where he was responsible for helping their customers build successful businesses online. He has significant experience with SMB customers and led multiple successful acquisitions for the company. Previously, Mr. Mukherjee worked on the Enterprise Platform team at Google from 2011-2012 where he led Product Management for Domains for Google Apps and Google Drive for enterprises. From 2008-2011 he was a senior product manager for the Online Services division at Microsoft with responsibility for product and business strategy for Office 365. Mr. Mukherjee holds a joint Master of Business Administration from the Haas School of Business at the University of California at Berkeley & the Columbia Business School. He also has a Bachelor’s degree in Computer Science & Engineering from Jadavpur University.

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Wade Oosterman						Strategic Committee Chair

Independent director Age: 65 Director since 2024 Calix Board committees: •Nominating and Corporate Governance •Strategic (Chair) Other current public company directorships and committees: •Stagwell, Inc. (chair of audit) •Telephone & Data Systems Inc. (audit; compensation and human resources)						Mr. Oosterman brings substantial experience, expertise and qualifications gained in executive leadership roles at BCE, Canada’s largest communications provider, and other publicly traded communications companies over a 30 year period. He has proven global expertise in the wireless, residential and small business segments, extensive background in media, including television, radio, digital, deep brand and marketing experience. He has also developed a reputation as a leader in social and digital media, video streaming platforms, smart data and the Internet of Things. Mr. Oosterman is president and chief executive officer of Peyden Inc., a private investment company with holdings in technology, real estate, and media. Prior to that time, Mr. Oosterman was vice chairman of Bell Canada, Canada’s largest telecommunications service provider, from 2018 through January 2024. Mr. Oosterman was also president of Bell Media, Canada’s largest media company, from January 2021 until January 2024. Mr. Oosterman previously served as president of Bell Mobility from 2006 to 2018, as president of Bell Residential Services from 2010 to 2018 and as chief brand officer of Bell Canada, and BCE, from 2006 to 2020. Prior to joining Bell Canada, Mr. Oosterman served as chief marketing and brand officer for TELUS Corp., and executive vice president, Sales and Marketing for TELUS Mobility. In 1987, Mr. Oosterman co-founded Clearnet Communications Inc. and served on its board of directors from 1987 until the successful sale of Clearnet to TELUS Corp. in 2000. Mr. Oosterman has served on the boards of directors of Stagwell, Inc., a global marketing services provider, since 2020, and Telephone Data Systems Inc., a U.S. telecom provider, since 2019. He has also served on the boards of directors of EnStream, a joint venture of the three largest Canadian telecom providers engaged in the business of mobile payments and identity verification, from 2006 to 2023, Ingram Micro from 2013 to 2016, and Virgin Mobile Canada from 2006 to 2009. Mr. Oosterman has Bachelor of Arts' degree in Economics and Finance from University of Western Ontario and holds a Master of Business Administration from University of Western Ontario – Richard Ivey School of Business.

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Kevin Peters						Lead Independent Director; AI and Cybersecurity Committee Chair; Nominating and Corporate Governance Committee Chair

Independent director Age: 61 Director since 2014 Calix Board committees: •Audit (Audit Committee financial expert) •AI and Cybersecurity (Chair) •Nominating and Corporate Governance (Chair) Other current public company directorships: none						Mr. Peters brings to our Board a wealth of leadership as well as business and industry experience gained over the course of a 28-year career with AT&T, one of world’s largest communications companies. Mr. Peters last served as president, chief executive officer and board member of Titanium Software, a privately-held technology company, from June 2022 through his retirement in March 2023. Mr. Peters formerly served as president and chief executive officer of NetNumber Inc., from February 2018 to July 2022, and has served as a board member since April 2015. Previously, Mr. Peters served as executive vice president, global customer service for AT&T, Inc., from 2012 until his retirement in 2014. Mr. Peters joined AT&T in 1986, and held various functional roles, including in information technology, sales, engineering and finance until 2000. Mr. Peters then served as vice president, local network planning and project management in 2001. During his subsequent career at AT&T, Mr. Peters served in the following capacities: senior vice president, network engineering from 2003 until 2004; senior vice president, global network technology program management, AT&T Labs in 2005; senior vice president-enterprise systems and software engineering in 2006; executive vice president, global network operations from 2006 until 2009; and chief marketing officer, business from 2010 until 2011. Since retiring, Mr. Peters has provided advisory services to a number of companies, including Accenture, a global management consulting and professional services firm, J&L Group, a privately-held telecommunications company and the Howe School of Business, Stevens Institute of Technology. In addition to the other current directorships described, Mr. Peters also currently volunteers and serves on the board of directors of the Crandon Lakes Country Club and the Yogi Berra Museum and Learning Center. Mr. Peters holds a Master of Business Administration with honors (Beta Gamma Sigma) from Columbia University, a Master of Science in Telecommunications Engineering from Stevens Institute of Technology, a Bachelor of Science in Psychology from Fairfield University and attended the Harvard University Advanced Management Program. Mr. Peters also holds a Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University.

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Current Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders


Michael J. Berry

Independent director Age: 62 Director since 2025 Nominee to Calix Board committees: •Audit (Audit Committee financial expert) • Strategic Other current public company directorships and committees: •Rapid7 (chair of audit)						Mr. Berry is a technology industry veteran, who brings to our Board more than 30 years of finance, operations and general management experience at global software, cloud and appliance businesses. Mr. Berry currently serves as chief financial officer for MongoDB, Inc., a position he has held since May 2025. From March 2020 to May 2025, he served as executive vice president and chief financial officer of NetApp, Inc.. Before joining NetaApp, he served as executive vice president and chief financial officer for McAfee LLC; executive vice president, chief financial officer, and chief operating officer at FireEye; executive vice president and chief financial officer for Informatica; and led finance and other operations for several technology companies, including IO Data Centers, SolarWinds, Inc. and i2 Technologies, Inc. Mr. Berry serves on the board of directors of Rapid7, Inc., an extended risk and threat detection cybersecurity company, as chair of its audit committee. He has notified Rapid7 that he does not intend to stand for re-election when his term expires in June 2026. Mr. Berry holds a Master of Business Administration from the University of St. Thomas. He also has a Bachelor of Arts' degree in finance from Augsburg University.


Christopher J. Bowick						Talent and Compensation Committee Chair

Independent director Age: 70 Director since 2014 Calix Board committees: •Nominating and Corporate Governance •Talent and Compensation (Chair) Other current public company directorships: none						Mr. Bowick brings to our Board extensive experience in advising and managing companies in the technology and telecommunications industries. Mr. Bowick is principal of The Bowick Group, LLC, where he provides technology, product, business and executive-development advice and counsel to clients in the cable television and telecommunications industries. From 1998 until his retirement in 2009, Mr. Bowick held various positions at Cox Communications. Mr. Bowick joined Cox in 1998 as vice president, technology development, and was named senior vice president of engineering and chief technical officer in 2000. Mr. Bowick retired as chief technology officer of Cox in June of 2009. At Cox, Mr. Bowick was responsible for strategic technology planning, day-to-day technical operations and the development and deployment of technology solutions for the company’s video, voice, high speed data and wireless products, including the development and deployment of telecommunications services, such as circuit-switched telephone, voice over IP, high-speed data, digital video, HDTV, video-on-demand and interactive television. Mr. Bowick was also responsible for network engineering and network operations for Cox’s nation-wide network infrastructure including its national backbone, Metropolitan Area Networks and HFC networks. Prior to joining Cox, Mr. Bowick served as group vice president of technology and chief technical officer for Jones Intercable, Inc., while simultaneously serving as president of Jones Futurex, a designer and manufacturer of triple DES, PC-based hardware encryption devices and provider of contract manufacturing services. Prior to Jones, Mr. Bowick served as vice president of engineering for Scientific Atlanta’s Transmission Systems Business Division, and as a design engineer for Rockwell International, Collins Avionics Division. Mr. Bowick formerly served on the board of directors of VIXS Systems Inc., a publicly-held company. Mr. Bowick holds a Master of Business Administration from the University of Colorado and a Bachelor of Science in Electrical Engineering from the Georgia Institute of Technology.

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Kira Makagon

Independent director Age: 62 Director since 2017 Calix Board committees: •AI and Cybersecurity •Talent and Compensation Other current public company directorships: none						Ms. Makagon brings to the Board extensive experience in global platform strategy, technology, cybersecurity, operations and high technology executive leadership. Since February 2025, Ms. Makagon has served as president and chief operating officer at RingCentral, Inc., a publicly-held provider of cloud-based global collaborative communications solutions, and previously served as RingCentral’s executive vice president and chief innovation officer from July 2019 until February 2025, and executive vice president of innovation from August 2012 to July 2019. From January 2012 to July 2012, Ms. Makagon served as the senior vice president of products of iCrossing, a global digital marketing agency owned by Hearst Corporation. From June 2009 to December 2011, she held various executive leadership roles at Red Aril, Inc., an online media technology company, serving as founder, chief executive officer and member of the board of directors from June 2009 to April 2010, and president from April 2010 to December 2011. Prior to joining Red Aril, Ms. Makagon held various executive leadership roles at NebuAd, Inc., an online data and media company, serving as co-founder and president from September 2006 to July 2008, chief executive officer from August 2008 to December 2008, and consultant and board member from January 2009 to May 2009. Ms. Makagon has also served in various roles at Exigen Group, a provider of SaaS workflow platforms and call center solutions, including president, ventures and alliances, and executive vice president, marketing and business development, as well as serving on the board of directors. Prior to that, Ms. Makagon co-founded and held key executive positions in flagship online marketing and CRM companies, including Octane Software, which was acquired by E.Epiphany, and Scopus Technology, where she brought multiple generations of CRM products to market. Ms. Makagon holds a Bachelor of Science in computer science and a Master of Business Administration from the University of California, Berkeley.

There are no family relationships among any directors, director nominees or executive officers of Calix.

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Our Executive Officers

The following is biographical information for our current executive officers who were not discussed above.

Name

Age

Position(s)

Cory Sindelar

chief financial officer

John Durocher

chief operating officer

Shane Eleniak

chief product officer

Cory Sindelar has served as Calix’s chief financial officer (“CFO”) and principal accounting officer since October 1, 2017, and previously served as Calix’s interim chief financial officer and principal accounting officer from May 31, 2017 to September 30, 2017. Prior to joining Calix, Mr. Sindelar served as the chief financial officer at several technology companies since 2006, including Ikanos Communications, a public broadband semiconductor company, and Violin Memory, Inc., a public data storage company. From 2003 to 2006, Mr. Sindelar held various finance positions at EMC Corporation. From 2000 to 2003, Mr. Sindelar was vice president, corporate controller and principal accounting officer at Legato Systems, Inc., an enterprise software company, which was acquired by EMC. Mr. Sindelar holds a Bachelor of Science in Business Administration with an emphasis in accounting from Georgetown University.

John Durocher has served as Calix's chief operating officer (“COO”) since November 2025. From March 2023 to November 2025, Mr. Durocher served as Calix's chief customer officer. From September 2006 to February 2023, he served as executive vice president of customer success for Salesforce Inc. Before joining Salesforce, Mr. Durocher served with Accenture plc’s financial services practice. He has a Bachelor of Science degree in Management from Clarkson University.

Shane Eleniak has served as Calix’s chief product officer (“CPO”) since January 2023. Mr. Eleniak previously served as executive vice president of products from September 2021 until December 2022. In this role Mr. Eleniak is responsible for all of Calix’s products – appliances, platform, cloud and managed services – and leads the teams responsible for Product Strategy, Product Management, Engineering, Cloud Operations and Technology. From January 2020 to September 2021, he served as our senior vice president, Revenue Edge Products. From August 2018 to January 2020, he served as our senior vice president, Platforms. From May 2017 to July 2018, he served as our vice president, systems products. From May 2015 to April 2017, Mr. Eleniak served as our vice president, product line leadership. Prior to joining Calix, he was the group vice president of the advanced broadband solutions (ABS) business unit at CommScope, responsible for their edge, access and CPE products, from March 2010 to May 2015. Earlier in his career, he was EVP of marketing and business development for Alloptic where he was the corporate officer responsible for all product and commercial operations. He previously held several key executive management positions in marketing, product management, business development and engineering at such industry leaders as Corrigent Systems, Alcatel-Lucent and Telus. He holds a Bachelor of Science in Electrical Engineering from the University of Alberta.

Independence of the Board

The NYSE prescribes independence standards for listed companies. These standards require a majority of the Board to be independent. They also require each member of the Audit Committee, Nominating and Corporate Governance Committee, and Talent and Compensation Committee of the Board to be independent. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with us. The Board also evaluates each director’s independence to serve on our Board and committees under the applicable requirements of the SEC. On an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire which requires disclosure of any transactions with us in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. We also review our relationship with any entity employing a director or on which the director currently serves as a member of the board. After review of all relevant transactions or relationships between each director, or any of his or her immediate family members, and Calix, its senior management and its independent registered public accounting firm, the Board has affirmatively determined that all of Calix’s current directors are independent directors within the meaning of the applicable NYSE standards, except for Mr. Russo, Calix’s chairman, and Mr. Weening, Calix's president and chief executive officer. All of the committees of our Board are comprised entirely of directors determined by the Board to be independent within the meaning of the NYSE standards and applicable SEC regulations.

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PROPOSAL NO. 2

APPROVAL OF SHARE RESERVE INCREASE UNDER THE MATCHING COMPONENT OF THE CALIX, INC. STOCK PURCHASE AND MATCHING PLAN

We are asking our stockholders to approve an increase in the number of shares of our common stock reserved for issuance under the matching component of the Calix, Inc. Amended and Restated Stock Purchase and Matching Plan (the “Stock Purchase and Matching Plan”). Our Board, upon recommendation of our Talent and Compensation Committee, approved a reduction in the number of shares of our common stock reserved for issuance under the Calix, Inc. Second Amended and Restated Employee Stock Purchase Plan (the “ESPP”) by the 1,344,599 shares remaining under the plan, and the indefinite suspension of the ESPP, in each case, subject to stockholder approval of this Proposal No. 2. Our Board, upon recommendation of our Talent and Compensation Committee, correspondingly approved an increase of 672,300 shares issuable under the matching component of the Stock Purchase and Matching Plan in March 2026, subject to stockholder approval, and an increase of 672,300 shares issuable under the purchase component of the Stock Purchase and Matching Plan.

The purpose of the Stock Purchase and Matching Plan is to assist our employees, excluding our executive officers and certain members of senior management, in acquiring a stock ownership interest in the Company pursuant to a plan which is intended to increase employee proprietary interest in our success and to encourage them to remain in the employment of the Company. We believe that the Stock Purchase and Matching Plan aligns employee interests with that of our stockholders, is an important component of the benefits we offer to our employees, and serves as a key recruiting and retention tool in a competitive market. In the past two years, approximately 60% of our employees participated in the Stock Purchase and Matching Plan on average in each offering period (“Offering Period”).

There are two components to the Stock Purchase and Matching Plan, a purchase component and a matching component. Under the purchase component, we have reserved 3,595,700 shares of our common stock for issuance. Our employees and employees of our subsidiaries may purchase shares of our common stock for a purchase price equal to the closing trading price of our common stock on the date of purchase. Under the matching component, we have reserved 3,595,700 shares of our common stock, with 672,300 shares subject to stockholder approval of this Proposal No. 2, and we will match each share of our common stock purchased by our and our subsidiaries’ employees under the purchase component, with a restricted stock unit or restricted share that, in each case, is subject to vesting on the first anniversary of the purchase of the corresponding share purchased under the purchase component.

We have attempted, in the design of the terms of the Stock Purchase and Matching Plan, to balance considerations of recruiting and retention in a competitive labor market with the costs to our stockholders. We obtained and reviewed an independent compensation consultant’s analysis of the potential dilution to stockholders over the term of the Stock Purchase and Matching Plan and potential expense. Based on that information, (i) we have set the number of shares to be reserved under the matching component (3,595,700 shares) such that the aggregate number of shares available under the matching component of the Stock Purchase and Matching Plan is, we believe, reasonable under the standards of many institutional investors; (ii) for each of the four Offering Periods each year we have established the limit on the number of shares that can be acquired under the matching component in an Offering Period to 175,000 matching shares, which will serve to limit dilution to stockholders; and (iii) we anticipate the shares reserved under the matching component of the Stock Purchase and Matching Plan will provide sufficient shares for the matching component reserve under the Plan for approximately four to five years after the Annual Meeting. In addition, the restricted stock unit awards granted under the matching component of the Stock Purchase and Matching Plan generally vest over a period of one year from the date the corresponding share is purchased under the purchase component. We believe that the design of the Stock Purchase and Matching Plan allows us to offer a vehicle through which employees can continue to acquire an ownership interest in the Company on favorable terms and be aligned with stockholders by acquiring equity, while also being mindful of dilution.

Under the purchase component of the Stock Purchase and Matching Plan, eligible employees purchase our common stock through accumulated payroll deductions, and for each share of our common stock purchased, we will grant a restricted stock unit under the matching component of the Stock Purchase and Matching Plan at no cost to the employee that is subject to a one-year vesting period. The Stock Purchase and Matching Plan is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code.

A copy of the Stock Purchase and Matching Plan is included as Appendix A to this Proxy Statement.

Our stockholders last approved an increase to the shares authorized for issuance under the matching component of the Stock Purchase and Matching Plan of 1,250,000 shares in May 2025.

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Background on Share Reserve Increase Request

In its determination to approve the increase in the number of shares reserved for issuance pursuant to the matching component of the Stock Purchase and Matching Plan by 672,300 shares, our Board and Talent and Compensation Committee reviewed an analysis prepared by Compensia, its compensation consultant, which included our historical share usage under the Stock Purchase and Matching Plan, certain dilution metrics and the costs of each of the purchase component and matching component of the Stock Purchase and Matching Plan. Specifically, our Board and Talent and Compensation Committee considered the following:

•During the Stock Purchase and Matching Plan's three-month Offering Period ended on November 7, 2025, we issued a total of 200,428 shares out of a maximum of 350,000 share

SEC Form DEF 14A filed by Calix Inc