Callaway Golf CFO exercises RSUs, covers taxes in shares

Callaway Golf EVP and CFO Brian P. Lynch reported routine equity compensation activity.

Rhea-AI Filing Summary

Callaway Golf EVP and CFO Brian P. Lynch reported routine equity compensation activity. On March 14, 2026, 34,091 restricted stock units vested and converted into the same number of shares of common stock. The company withheld 18,403 shares at $13.38 per share to cover tax obligations, rather than selling shares on the open market.

After these transactions, Lynch directly owns 280,058 shares of Callaway Golf common stock and indirectly holds 36,575 shares through a family trust. He also has 68,182 unvested RSUs remaining from a grant made on March 14, 2025, which vest in three equal annual installments starting on the first anniversary of that grant date.

Insider Trade Summary

34,091 shares exercised/converted

Exercise 4 txns

Insider Lynch Brian P.

Role EVP, CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	34,091	$0.00	$0.00
Exercise	Common Stock	34,091	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	18,403	$13.38	$246K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 68,182 contracts (Direct); Common Stock — 280,058 shares (Direct); Common Stock — 36,575 shares (Indirect, By Family Trust)

Footnotes (5)

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. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.
4. F4. The RSUs were granted on March 14, 2025 and vest in three equal annual installments beginning on the first anniversary of the grant date.
5. F5. Represents only the unvested portion of the RSUs granted on March 14, 2025 and does not include RSUs with different vesting terms.

FAQ

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

What did Callaway Golf (CALY) CFO Brian Lynch report in this Form 4?

Brian Lynch reported the vesting of 34,091 restricted stock units into common shares and a related tax withholding. The company withheld 18,403 shares to satisfy taxes, leaving him with 280,058 directly held shares, 36,575 indirectly held shares and remaining unvested RSUs from a prior grant.

How many Callaway Golf RSUs vested for Brian Lynch and how were they converted?

A total of 34,091 restricted stock units vested for Brian Lynch and converted into 34,091 shares of Callaway Golf common stock. The RSUs convert on a one-for-one basis into shares, reflecting routine equity compensation rather than an open-market share purchase or sale.

How many Callaway Golf shares were used to cover Brian Lynch’s tax obligations?

The company withheld 18,403 shares of Callaway Golf common stock at $13.38 per share to satisfy tax withholding requirements. This tax-withholding disposition is not an open-market sale and simply covers the tax liability triggered by the RSU vesting event reported in the filing.

What are Brian Lynch’s Callaway Golf shareholdings after these transactions?

Following the reported transactions, Brian Lynch directly holds 280,058 shares of Callaway Golf common stock. He also indirectly holds 36,575 shares through a family trust, and retains 68,182 unvested RSUs from a March 14, 2025 grant, in addition to any other unlisted equity awards.

How do Brian Lynch’s Callaway Golf RSUs from March 14, 2025 vest over time?

The RSUs granted to Brian Lynch on March 14, 2025 vest in three equal annual installments starting on the first anniversary of that date. The filing shows 68,182 unvested RSUs remaining from this grant, and notes that this count excludes other RSUs with different vesting schedules.

What portion of Brian Lynch’s Callaway Golf holdings are indirect through a trust?

The filing lists 36,575 shares of Callaway Golf common stock as indirectly held by Brian Lynch through a family trust. These are separate from his 280,058 directly owned shares and reflect an additional layer of ownership, commonly used for estate or family financial planning purposes.

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

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Accepted by SEC EDGAR 03/16/2026 - 04:33 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

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^*

Lynch Brian P.

(Last) (First) (Middle)

2180 RUTHERFORD ROAD

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/14/2026		M		34,091(1)	A	$0(2)	298,461	D
Common Stock	03/14/2026		F		18,403(3)	D	$13.38	280,058	D
Common Stock								36,575	I	By Family Trust

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)	03/14/2026		M			34,091(1)	(4)	(4)	Common Stock	34,091	$0	68,182(5)	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. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.

4. The RSUs were granted on March 14, 2025 and vest in three equal annual installments beginning on the first anniversary of the grant date.

5. Represents only the unvested portion of the RSUs granted on March 14, 2025 and does not include RSUs with different vesting terms.

Remarks:

	/s/ Clinton Foss Attorney-in-Fact for Brian P. Lynch under a Limited Power of Attorney dated November 30, 2023.	03/16/2026
	** 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.