Callaway SVP reports RSU vesting and tax withholding

Callaway Golf Co senior vice president and chief accounting officer Jennifer L. Thomas reported the vesting of restricted stock units into 1,555 shares of common stock.

Rhea-AI Filing Summary

Callaway Golf Co senior vice president and chief accounting officer Jennifer L. Thomas reported the vesting of restricted stock units into 1,555 shares of common stock. These RSUs were granted on February 22, 2023 and vest in three equal annual installments beginning on the first anniversary of the grant date.

RSUs convert into common stock on a one-for-one basis. Of the vested shares, 757 shares of common stock were withheld by the company at $14.60 per share to satisfy tax withholding obligations. After these transactions, Thomas directly owned 81,402 shares of Callaway Golf common stock.

Insider Trade Summary

1,555 shares exercised/converted

Exercise 3 txns

Insider Thomas Jennifer L.

Role SVP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,555	$0.00	$0.00
Exercise	Common Stock	1,555	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	757	$14.60	$11K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 81,402 shares (Direct)

Footnotes (5)

1. F1. Represents the number of shares of common stock issued upon the vesting of restricted stock units ("RSUs").
2. F2. RSUs convert into common stock on a one-for-one basis.
3. F3. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.
4. F4. 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. F5. Represents only the RSUs granted on February 22, 2023 and does not include RSUs with different vesting terms.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Callaway Golf (CALY) report for Jennifer L. Thomas?

Callaway Golf reported that SVP and chief accounting officer Jennifer L. Thomas had 1,555 restricted stock units vest into common shares. These RSUs were part of a prior equity grant and converted on a one-for-one basis into Callaway Golf common stock.

How many Callaway Golf (CALY) shares were withheld for taxes in this Form 4?

The company withheld 757 shares of Callaway Golf common stock to cover tax withholding obligations related to the RSU vesting. These shares were valued at $14.60 each, representing a tax-withholding disposition rather than an open-market sale transaction.

What is the vesting schedule of Jennifer L. Thomas’s Callaway Golf (CALY) RSUs?

The restricted stock units were granted on February 22, 2023 and vest in three equal annual installments. Vesting began on the first anniversary of the grant date, so each year a portion converts into Callaway Golf common stock on a one-for-one basis.

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

Following the reported transactions, Jennifer L. Thomas directly owned 81,402 shares of Callaway Golf common stock. This figure reflects the RSU conversion and the shares withheld by the company to satisfy associated tax withholding requirements.

Was the Callaway Golf (CALY) Form 4 transaction a market sale by Jennifer L. Thomas?

No, the disposition reported was for tax withholding. Shares were withheld by Callaway Golf to satisfy tax liabilities from RSU vesting, rather than sold in the open market as a discretionary sale by the executive.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/23/2026 - 05:07 PM Learn about SEC filing dates

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^*

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)
02/22/2026

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		1,555(1)	A	$0(2)	82,159	D
Common Stock	02/22/2026		F		757(3)	D	$14.6	81,402	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)	02/22/2026		M			1,555(1)	(4)	(4)	Common Stock	1,555	$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 Jennifer L. Thomas 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.