Callaway Golf (CALY) CFO Lynch reports 16,152 RSUs vested and tax-share withholding

Rhea-AI Filing Summary

Callaway Golf executive Brian P. Lynch reported equity compensation activity tied to restricted stock units. On February 6, 2026, 16,152 RSUs vested and converted into the same number of shares of common stock at an exercise price of $0 per share. To cover tax withholding on this vesting, 9,236 shares of common stock were withheld by the company at a price of $15.01 per share. After these transactions, Lynch beneficially owned 260,076 shares of common stock directly and 36,575 shares indirectly through a family trust, plus 16,152 unvested RSUs from the February 6, 2024 grant.

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^*

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)
02/06/2026

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	02/06/2026		M		16,152(1)	A	$0(2)	269,312	D
Common Stock	02/06/2026		F		9,236(3)	D	$15.01	260,076	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)	02/06/2026		M			16,152(1)	(4)	(4)	Common Stock	16,152	$0	16,152(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 6, 2024 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 February 6, 2024 and does not include other 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.	02/06/2026
	** 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 CALY EVP, CFO Brian P. Lynch report in this Form 4?

Brian P. Lynch reported the vesting of 16,152 restricted stock units into common shares and related tax withholding. The filing shows updated direct ownership of 260,076 shares, indirect ownership of 36,575 shares via a family trust, and 16,152 unvested RSUs from the same grant.

How many Callaway Golf (CALY) RSUs vested for Brian P. Lynch on February 6, 2026?

On February 6, 2026, 16,152 restricted stock units vested for Brian P. Lynch and converted into 16,152 shares of Callaway Golf common stock. The RSUs were originally granted on February 6, 2024 and vest in three equal annual installments beginning one year after the grant.

Why were 9,236 CALY shares withheld in Brian P. Lynch’s Form 4?

The 9,236 Callaway Golf shares were withheld by the company to satisfy tax withholding obligations related to the RSU vesting. These shares were withheld at a price of $15.01 per share, a common practice when equity awards convert into stock and create taxable income.

What is Brian P. Lynch’s CALY share ownership after these transactions?

After the reported transactions, Brian P. Lynch directly owns 260,076 shares of Callaway Golf common stock and indirectly owns 36,575 shares through a family trust. He also holds 16,152 unvested restricted stock units from the February 6, 2024 grant with remaining vesting installments.

How do the reported RSUs for CALY’s CFO vest over time?

The restricted stock units granted to the CFO on February 6, 2024 vest in three equal annual installments. The first tranche vested on February 6, 2026, with 16,152 RSUs converting one-for-one into common stock and additional RSUs remaining unvested under the same award.