Callaway Golf director gains 18,546 shares via RSUs

Callaway Golf Co director Varsha Rajendra Rao acquired 18,546 shares of common stock through the vesting of restricted stock units.

Rhea-AI Filing Summary

Callaway Golf Co director Varsha Rajendra Rao acquired 18,546 shares of common stock through the vesting of restricted stock units. The RSUs convert into common stock on a one-for-one basis. After this transaction, Rao directly holds 71,717 shares of Callaway Golf Co common stock.

The vested RSUs were originally granted on May 29, 2025 and were scheduled to vest in full on the date of the 2026 Annual Meeting of Shareholders. The filing shows a routine equity compensation event, with no open-market purchases or sales reported.

Insider Trade Summary

18,546 shares exercised/converted

Exercise 2 txns

Insider Rao Varsha Rajendra

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	18,546	$0.00	$0.00
Exercise	Common Stock	18,546	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 71,717 shares (Direct)

Footnotes (3)

1. F1. Represents the number of shares of common stock issued upon the vesting of Restricted Stock Units ("RSUs").
2. F2. RSUs convert into common stock on a one-for-one basis.
3. F3. The RSUs were granted on May 29, 2025 and vest in full on the date of the 2026 Annual Meeting of Shareholders.

Key Figures

RSUs vested: 18,546 shares Shares held after transaction: 71,717 shares RSU grant date: May 29, 2025 +2 more

5 metrics

RSUs vested 18,546 shares RSUs converting into common stock on a one-for-one basis

Shares held after transaction 71,717 shares Director’s direct common stock holdings after RSU vesting

RSU grant date May 29, 2025 Grant date for RSUs that vested into common stock

Vesting event date 2026 Annual Meeting of Shareholders RSUs vest in full on this meeting date

Exercise price of RSUs $0.00 per unit Restricted stock units convert to common stock without cash payment

Key Terms

Restricted Stock Units, RSUs, Form 4, Annual Meeting of Shareholders

4 terms

Restricted Stock Units financial

"Represents the number of shares of common stock issued upon the vesting of Restricted Stock Units ("RSUs")."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSUs financial

"RSUs convert into common stock on a one-for-one basis."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Annual Meeting of Shareholders financial

"vest in full on the date of the 2026 Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Callaway Golf Co (CALY) disclose for Varsha Rajendra Rao?

Callaway Golf Co reported that director Varsha Rajendra Rao acquired 18,546 common shares through the vesting of restricted stock units. This was a conversion of existing RSUs into stock, not an open-market purchase or sale.

How many Callaway Golf Co (CALY) shares does Varsha Rajendra Rao hold after this Form 4?

Following the RSU vesting, Varsha Rajendra Rao directly holds 71,717 shares of Callaway Golf Co common stock. This total reflects the newly issued 18,546 shares received from the conversion of vested restricted stock units.

Were any Callaway Golf Co (CALY) shares sold in this Form 4 transaction?

No shares were sold in this Form 4 filing. The transaction reflects restricted stock units converting into 18,546 common shares, increasing Varsha Rajendra Rao’s direct holdings, with no reported open-market sale or tax-withholding disposition.

What do the restricted stock units in the Callaway Golf Co (CALY) filing represent?

The restricted stock units represent equity compensation that converts into common stock on a one-for-one basis. In this case, 18,546 RSUs vested and were settled in 18,546 common shares for director Varsha Rajendra Rao.

When were the Callaway Golf Co (CALY) RSUs granted and when did they vest?

The RSUs were granted on May 29, 2025 and were designed to vest in full on the date of the 2026 Annual Meeting of Shareholders. Upon vesting, they converted into 18,546 shares of common stock for the director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 04:45 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rao Varsha Rajendra

(Last) (First) (Middle)

2180 RUTHERFORD ROAD

(Street)

CARLSBAD CALIFORNIA 92008

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Callaway Golf Co [ CALY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/21/2026		M		18,546(1)	A	$0(2)	71,717	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	05/21/2026		M			18,546(1)	(3)	(3)	Common Stock	18,546	$0	0	D

Explanation of Responses:

1. Represents the number of shares of common stock issued upon the vesting of Restricted Stock Units ("RSUs").

2. RSUs convert into common stock on a one-for-one basis.

3. The RSUs were granted on May 29, 2025 and vest in full on the date of the 2026 Annual Meeting of Shareholders.

Remarks:

	/s/ Clinton Foss Attorney-in-Fact for Varsha Rajendra Rao under a Limited Power of Attorney dated December 8, 2023.	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)