Callaway Golf (CALY) EVP Reed gains shares from RSU vest, shares withheld for taxes

Rhea-AI Filing Summary

Callaway Golf Co executive Timothy R. Reed reported routine equity compensation activity involving restricted stock units and common stock. On March 14, he acquired 11,364 shares of common stock through the vesting and conversion of restricted stock units that convert into common stock on a one-for-one basis.

To satisfy tax withholding obligations tied to this RSU vesting, 6,135 shares of common stock were withheld by the company at a price of $13.38 per share, rather than sold on the open market. After these transactions, Reed directly held 166,505 shares of common stock and 22,727 unvested RSUs from this March 14, 2025 grant, which vests in three equal annual installments beginning on the first anniversary of the grant date.

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

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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^*

Reed Timothy R.

(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, R&D and Tour

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		11,364(1)	A	$0(2)	172,640	D
Common Stock	03/14/2026		F		6,135(3)	D	$13.38	166,505	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)	03/14/2026		M			11,364(1)	(4)	(4)	Common Stock	11,364	$0	22,727(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 Timothy R. Reed under a Limited Power of Attorney dated February 5, 2026.	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Callaway Golf (CALY) executive Timothy R. Reed report in this Form 4?

Timothy R. Reed reported the vesting of restricted stock units into 11,364 Callaway Golf common shares, along with a related tax withholding transaction. These entries reflect routine equity compensation rather than open-market buying or selling of CALY stock.

How many Callaway Golf (CALY) shares did Timothy R. Reed receive from RSU vesting?

Reed received 11,364 shares of Callaway Golf common stock upon the vesting of restricted stock units. The RSUs convert into common stock on a one-for-one basis, meaning each vested unit created one new share registered in his direct ownership.

What is the tax withholding transaction shown in Timothy R. Reed’s Callaway Golf Form 4?

The Form 4 shows 6,135 Callaway Golf common shares withheld by the company at $13.38 per share to cover tax obligations from RSU vesting. This is a tax-withholding disposition, not an open-market sale by Reed into the public market.

How many Callaway Golf (CALY) shares does Timothy R. Reed hold after these transactions?

After the RSU vesting and tax withholding, Reed directly holds 166,505 shares of Callaway Golf common stock. This figure reflects his post-transaction equity position as reported, excluding any additional holdings not shown in this specific Form 4.

What Callaway Golf RSU awards remain unvested for Timothy R. Reed?

The filing shows 22,727 unvested restricted stock units from a March 14, 2025 grant to Reed. These RSUs vest in three equal annual installments starting on the first anniversary of the grant, subject to the company’s standard vesting conditions.

Are Timothy R. Reed’s Callaway Golf transactions open-market buys or sells?

No, the transactions reflect RSU vesting and tax withholding rather than open-market trades. Shares were issued upon conversion of restricted stock units, and a portion was withheld by Callaway Golf to satisfy tax requirements associated with that equity compensation event.