Callaway Golf Co (CALY) CFO RSUs vest; shares withheld for taxes

Rhea-AI Filing Summary

Callaway Golf Co EVP and CFO Brian P. Lynch reported the vesting of 9,332 restricted stock units, which converted one-for-one into common shares. To cover taxes on this vesting, 5,038 shares of common stock were withheld by the company at $14.60 per share.

After these transactions, Lynch holds 264,370 shares of Callaway Golf common stock directly and an additional 36,575 shares indirectly through a family trust.

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)
02/22/2026

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	02/22/2026		M		9,332(1)	A	$0(2)	269,408	D
Common Stock	02/22/2026		F		5,038(3)	D	$14.6	264,370	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)	02/22/2026		M			9,332(1)	(4)	(4)	Common Stock	9,332	$0	0(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 February 22, 2023 and vest in three equal annual installments beginning on the first anniversary of the grant date.

5. Represents only the RSUs granted on February 22, 2023 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.	02/23/2026
	** 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.

FAQ

What insider transaction did Callaway Golf Co (CALY) report for Brian P. Lynch?

Callaway Golf Co reported that EVP and CFO Brian P. Lynch had 9,332 restricted stock units vest and convert into common shares. The company also withheld 5,038 shares to satisfy tax obligations related to this RSU vesting.

How many Callaway Golf Co (CALY) RSUs vested for Brian P. Lynch?

Brian P. Lynch had 9,332 restricted stock units vest, converting into 9,332 shares of Callaway Golf common stock. These RSUs were originally granted on February 22, 2023 and vest in three equal annual installments beginning on the first anniversary.

Were any Callaway Golf Co (CALY) shares sold on the open market in this Form 4?

No open-market sale is reported. Instead, 5,038 shares of Callaway Golf common stock were withheld by the company at $14.60 per share solely to cover tax withholding requirements tied to the RSU vesting event.

What is Brian P. Lynch’s Callaway Golf Co (CALY) share ownership after these transactions?

Following the reported transactions, Brian P. Lynch directly owns 264,370 shares of Callaway Golf common stock. In addition, 36,575 shares are held indirectly through a family trust, reflecting both direct and indirect holdings.

What are the vesting terms of Brian P. Lynch’s Callaway Golf Co (CALY) RSUs?

The RSUs underlying this transaction were granted on February 22, 2023 and vest in three equal annual installments. Vesting begins on the first anniversary of the grant date and this Form 4 covers only that specific RSU grant.