Callaway Golf (CALY) CEO logs RSU vesting, tax withholding and family trust gift

Rhea-AI Filing Summary

Callaway Golf President and CEO Oliver G. Brewer III reported routine equity compensation and estate-planning moves. On March 14, 2026, 147,728 restricted stock units vested and converted into the same number of common shares on a one-for-one basis. The company withheld 77,336 shares at $13.38 per share to cover tax obligations, and the remaining 70,392 shares were transferred as a bona fide gift. Following these transactions, Brewer holds common stock indirectly through family trusts, including 1,083,135 shares by a family trust and additional blocks for his spouse and children.

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^*

BREWER OLIVER G III

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		147,728(1)	A	$0(2)	147,728	D
Common Stock	03/14/2026		F		77,336(3)	D	$13.38	70,392	D
Common Stock	03/14/2026		G		70,392	D	$0	0	D
Common Stock	03/14/2026		G		70,392	A	$0	1,083,135	I	By Family Trust
Common Stock								407,745	I	By Family Trust for Spouse
Common Stock								189,653	I	By Family Trust for Son 1
Common Stock								189,653	I	By Family Trust for Son 2
Common Stock								189,653	I	By Family Trust for Son 3

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			147,728(1)	(4)	(4)	Common Stock	147,728	$0	295,454(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 Oliver G. Brewer III 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).
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FAQ

What insider transactions did Callaway Golf (CALY) report for CEO Oliver Brewer?

Oliver Brewer reported RSU vesting, tax withholding, and gifts. 147,728 restricted stock units vested into common shares, 77,336 shares were withheld to cover taxes, and 70,392 shares were gifted to a family trust, shifting holdings from direct to indirect ownership.

How many Callaway Golf (CALY) RSUs vested for the CEO in this Form 4?

147,728 restricted stock units vested for the CEO. These RSUs converted into 147,728 shares of Callaway Golf common stock on a one-for-one basis, as disclosed in the footnotes explaining the equity award and its conversion mechanics.

How were taxes handled on the Callaway Golf (CALY) CEO’s RSU vesting?

Taxes were settled through share withholding. The company withheld 77,336 shares of Callaway Golf common stock at $13.38 per share to satisfy tax withholding requirements related to the vesting of the CEO’s restricted stock units.

Did the Callaway Golf (CALY) CEO sell any shares in the open market?

No open-market sales were reported. Dispositions consisted of 77,336 shares withheld by the company for taxes and 70,392 shares transferred as a bona fide gift to a family trust, rather than market sales.

How did the Callaway Golf (CALY) CEO’s ownership structure change after these transactions?

Ownership shifted from direct to indirect via family trusts. After RSU vesting, tax withholding, and gifts, Brewer’s reported holdings are primarily indirect, including 1,083,135 shares held by a family trust and additional shares held in trusts for his spouse and children.

What do the footnotes reveal about the Callaway Golf (CALY) CEO’s RSU grant?

The RSUs were granted on March 14, 2025 and vest over three years. They vest in three equal annual installments beginning on the first anniversary of the grant date, and the footnotes specify that the reported amount covers only the unvested portion of that grant.