Callaway Golf (CALY) CEO reports RSU vesting, tax shares and gift

Rhea-AI Filing Summary

Callaway Golf Co director and CEO Oliver G. Brewer III reported equity award activity and related share dispositions. Restricted stock units covering 22,466 shares vested and converted into the same number of common shares on February 22, 2026. The company withheld 11,761 shares of common stock at $14.60 per share to cover tax obligations tied to this vesting, which is not an open-market sale. Brewer then transferred 10,705 common shares as a bona fide gift to a family trust, after which those shares are reported as indirectly owned. Additional indirect holdings are listed for family trusts for his spouse and three sons.

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)
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		22,466(1)	A	$0(2)	22,466	D
Common Stock	02/22/2026		F		11,761(3)	D	$14.6	10,705	D
Common Stock	02/22/2026		G		10,705	D	$0	0	D
Common Stock	02/22/2026		G		10,705	A	$0	1,012,743	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)	02/22/2026		M			22,466(1)	(4)	(4)	Common Stock	22,466	$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 Oliver G. Brewer III 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.
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FAQ

What insider transactions did CALY CEO Oliver Brewer report on this Form 4?

Oliver Brewer reported vesting of 22,466 restricted stock units into common stock, withholding of 11,761 shares to satisfy tax obligations at $14.60 per share, and a bona fide gift of 10,705 common shares to a family trust, shifting those shares to indirect ownership.

Were any of Oliver Brewer’s CALY share transactions open-market buys or sells?

No open-market buys or sells were reported. The filing shows RSU vesting, shares withheld by Callaway Golf Co to cover tax requirements, and a bona fide gift of shares to a family trust, rather than discretionary purchases or sales in the open market.

How many Callaway Golf (CALY) shares vested for Oliver Brewer in this filing?

Restricted stock units covering 22,466 shares of Callaway Golf common stock vested and converted one-for-one. These RSUs were originally granted on February 22, 2023 and vest in three equal annual installments beginning on the first anniversary of the grant date.

What tax-related share disposition did CALY disclose for Oliver Brewer?

Callaway Golf Co withheld 11,761 common shares at $14.60 per share to satisfy tax withholding requirements related to the RSU vesting. This disposition, reported with code “F,” reflects shares delivered for taxes rather than an open-market sale by Brewer.

How were gifted CALY shares reflected in Oliver Brewer’s ownership?

Brewer transferred 10,705 common shares as a bona fide gift, changing them from direct to indirect ownership through a family trust. The filing also lists additional indirect holdings in family trusts for his spouse and three sons as separate indirect ownership line items.

What do the RSU footnotes in the CALY Form 4 explain?

The footnotes state that RSUs convert into common stock on a one-for-one basis, the 22,466 shares represent RSUs granted February 22, 2023, vesting in three equal annual installments, and that the reported amount covers only this specific RSU grant, excluding awards with different vesting terms.