STOCK TITAN

Callaway Golf (CALY) director receives 18,546 shares as RSUs fully vest

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Callaway Golf Co director Russell L. Fleischer exercised restricted stock units that vested into 18,546 shares of common stock. These RSUs were granted on May 29, 2025 and vested in full one year later on a one-for-one basis. After this compensation-related share issuance, Fleischer directly holds 154,179 common shares. The filing does not show any open-market sales or purchases, indicating a routine vesting and conversion of equity awards rather than a discretionary trade.

Positive

  • None.

Negative

  • None.
Insider FLEISCHER RUSSELL L
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 18,546 $0.00 --
Exercise Common Stock 18,546 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 154,179 shares (Direct, null)
Footnotes (1)
  1. Represents the number of shares of common stock issued upon the vesting of Restricted Stock Units ("RSUs"). RSUs convert into common stock on a one-for-one basis. The RSUs were granted on May 29, 2025 and vested in full on the first anniversary of the grant date. Represents only the RSUs granted on May 29, 2025 and does not include RSUs with different vesting terms.
Shares from RSU vesting 18,546 shares Common stock issued upon RSU vesting
Post-transaction holdings 154,179 shares Common stock held directly after transaction
RSU conversion ratio 1:1 RSUs convert into common stock one-for-one
RSU grant date May 29, 2025 RSUs granted to director
Vesting period 1 year RSUs vested in full on first anniversary
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.
derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
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.
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SEC Form 4
FORM 4UNITED 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*
FLEISCHER RUSSELL L

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/29/2026M18,546(1)A$0(2)154,179D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)05/29/2026M18,546(1) (3) (3)Common Stock18,546$00(4)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 vested in full on the first anniversary of the grant date.
4. Represents only the RSUs granted on May 29, 2025 and does not include RSUs with different vesting terms.
Remarks:
/s/ Clinton Foss Attorney-in-Fact for Russell L. Fleischer under a Limited Power of Attorney dated December 9, 2023.05/29/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transaction did Callaway Golf (CALY) report for Russell L. Fleischer?

Callaway Golf reported that director Russell L. Fleischer acquired 18,546 common shares through the vesting and conversion of restricted stock units. This was a compensation-related equity award vesting, not an open-market stock purchase or sale.

How many Callaway Golf (CALY) shares does Russell L. Fleischer hold after this Form 4?

After the RSU vesting, Russell L. Fleischer directly holds 154,179 shares of Callaway Golf common stock. This total reflects the newly issued 18,546 shares from the vested restricted stock units added to his prior direct holdings.

Were the Callaway Golf (CALY) RSUs converted at a specific price per share?

The restricted stock units converted into Callaway Golf common stock at a stated price of $0.00 per share. This reflects a standard equity award conversion rather than a cash purchase, consistent with typical stock-based compensation practices for directors.

What are the key details of the RSU grant reported by Callaway Golf (CALY)?

The RSUs were granted on May 29, 2025 and vested in full on the first anniversary of that date. They converted into Callaway Golf common stock on a one-for-one basis, resulting in 18,546 new shares issued to Russell L. Fleischer as compensation.

Does the Callaway Golf (CALY) Form 4 show any stock sales by Russell L. Fleischer?

The Form 4 does not show any stock sales by Russell L. Fleischer. It only reports the exercise and conversion of restricted stock units into 18,546 common shares, a routine compensation event without open-market selling activity.