Callaway Golf (CALY) SVP nets 1,382 shares after RSU vest and tax

Rhea-AI Filing Summary

Callaway Golf SVP and Chief Accounting Officer Jennifer L. Thomas reported equity compensation activity involving restricted stock units (RSUs). On February 6, 2026, 2,692 RSUs vested and converted into 2,692 shares of common stock at $0 per share, consistent with RSU terms.

The company withheld 1,310 shares at $15.01 per share to cover tax obligations related to the vesting. After these transactions, Thomas directly owned 80,604 shares of Callaway Golf common stock and held 2,692 unvested RSUs from a February 6, 2024 grant that vests in three equal annual installments.

Insider Trade Summary

2,692 shares exercised/converted

Mixed 3 txns

Insider Thomas Jennifer L.

Role SVP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,692	$0.00	--
Exercise	Common Stock	2,692	$0.00	--
Tax Withholding	Common Stock	1,310	$15.01	$20K

Holdings After Transaction: Restricted Stock Units — 2,692 shares (Direct); Common Stock — 81,914 shares (Direct)

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. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting. The RSUs were granted on February 6, 2024 and vest in three equal annual installments beginning on the first anniversary of the grant date. Represents only the unvested portion of the RSUs granted on February 6, 2024 and does not include other RSUs with different vesting terms.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Thomas Jennifer L.

(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)
	SVP, Chief Accounting Officer

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		2,692(1)	A	$0(2)	81,914	D
Common Stock	02/06/2026		F		1,310(3)	D	$15.01	80,604	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)	02/06/2026		M			2,692(1)	(4)	(4)	Common Stock	2,692	$0	2,692(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 Jennifer L. Thomas 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.
* 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 CALY executive Jennifer L. Thomas report?

Jennifer L. Thomas reported RSU vesting and related tax withholding. On February 6, 2026, 2,692 restricted stock units vested into common shares, and 1,310 of those shares were withheld by Callaway Golf to satisfy tax obligations tied to the vesting event.

How many Callaway Golf (CALY) shares does Jennifer L. Thomas own after this Form 4?

After the reported transactions, Thomas directly owned 80,604 CALY common shares. This figure reflects the 2,692 shares issued upon RSU vesting, reduced by 1,310 shares withheld by the company to cover tax requirements on February 6, 2026.

What happened to the 2,692 restricted stock units reported by CALY’s SVP?

The 2,692 restricted stock units vested and converted into 2,692 common shares. These RSUs, granted February 6, 2024, convert one-for-one into stock. A portion of the resulting shares was withheld to meet tax withholding obligations associated with the vesting.

Why were 1,310 Callaway Golf (CALY) shares withheld in this insider filing?

The 1,310 withheld shares covered tax withholding on RSU vesting. When 2,692 RSUs vested into common stock on February 6, 2026, Callaway Golf retained 1,310 shares at $15.01 per share to satisfy the executive’s tax obligations arising from the equity award.

What RSU grant schedule does the CALY Form 4 disclose for Jennifer L. Thomas?

The filing describes an RSU grant from February 6, 2024 with three-year vesting. Those restricted stock units vest in three equal annual installments starting on the first anniversary of the grant date, leaving 2,692 unvested units reported as remaining after the 2026 vesting.

Is the CALY Form 4 transaction an open-market sale by Jennifer L. Thomas?

No, the disposition involves company tax withholding, not an open-market sale. The Form 4 uses code “F” for 1,310 shares, indicating shares were withheld by Callaway Golf to satisfy tax obligations from RSU vesting, rather than sold on the open market.