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Callaway exec vests 12,988 RSUs; 7,011 withheld

Callaway Golf Co (CALY) executive Timothy R. Reed reported the vesting and settlement of restricted stock units.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Callaway Golf Co (CALY) executive Timothy R. Reed reported the vesting and settlement of restricted stock units. On August 26, 2026, RSUs granted on August 26, 2025 converted into 12,988 shares of common stock on a one-for-one basis. Of these, 7,011 shares of common stock were withheld by the company at $15.74 per share to satisfy tax withholding obligations related to the vesting. The Form 4 notes that the derivative RSU position for this specific 2025 grant is now fully settled and no longer outstanding, while other RSUs with different vesting terms are not included in this report.

Positive

  • None.

Negative

  • None.
Insider Reed Timothy R.
Role EVP, Golf R&D, Strategy & Fit
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F1, F4, F5 12,988 $0.00 $0.00
Exercise Common Stock F1, F2 12,988 $0.00 $0.00
Tax Withholding Common Stock F3 7,011 $15.74 $110K
Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 172,482 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 August 26, 2025 and vested on the first anniversary of the grant date.
  5. F5. Represents only the RSUs granted on August 26, 2025 and does not include RSUs with different vesting terms.
RSUs vested and converted 12,988 shares of common stock RSUs converting into common stock on August 26, 2026, on a one-for-one basis
Shares withheld for taxes 7,011 shares Common stock withheld to satisfy tax withholding requirements upon RSU vesting
Tax withholding price per share $15.74 per share Price used for shares of common stock withheld for tax obligations
RSU grant date August 26, 2025 Grant date of the RSUs that vested and converted into common stock
RSU vesting date August 26, 2026 First anniversary of grant when RSUs vested and converted into common stock
Restricted Stock Units financial
"Represents the number of shares of common stock issued upon the vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
one-for-one basis financial
"RSUs convert into common stock on a one-for-one basis"
tax withholding requirements financial
"withheld by the Company to satisfy tax withholding requirements in connection"
Exercise or conversion of derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
Payment of tax liability by delivering or withholding securities financial
"transaction_code_description: Payment of tax liability by delivering or withholding"

FAQ

What did CALY executive Timothy R. Reed report in this Form 4?
Timothy R. Reed reported RSU vesting that converted into 12,988 shares of Callaway Golf Co common stock, with 7,011 shares withheld by the company at $15.74 per share to cover tax withholding obligations.

How many CALY RSUs vested for Timothy R. Reed and on what basis?
A total of 12,988 RSUs vested for Timothy R. Reed, converting into Callaway Golf Co common stock on a one-for-one basis, meaning each RSU became one share of common stock.

What portion of the vested CALY shares was withheld for taxes?
Out of the 12,988 vested shares of Callaway Golf Co common stock, 7,011 shares were withheld by the company to satisfy tax withholding requirements in connection with the RSU vesting, at a price of $15.74 per share.

When were the reported CALY RSUs granted and when did they vest?
The reported RSUs were granted on August 26, 2025 and vested on the first anniversary of the grant date, i.e., on August 26, 2026, when they converted into common stock.

Does this CALY Form 4 cover all of Timothy R. Reed’s RSUs?
No. The Form 4 states that the transactions only relate to RSUs granted on August 26, 2025 and do not include RSUs with different vesting terms, which may remain outstanding separately.

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SEC Form 4
FORM 4UNITED 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*
Reed Timothy R.
(Last)(First)(Middle)
2180 RUTHERFORD ROAD
(Street)
CARLSBAD CALIFORNIA 92008
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Callaway Golf Co [ CALY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Golf R&D, Strategy & Fit
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/26/2026M12,988(1)A$0(2)179,493D
Common Stock08/26/2026F7,011(3)D$15.74172,482D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)08/26/2026M12,988(1) (4) (4)Common Stock12,988$00(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 August 26, 2025 and vested on the first anniversary of the grant date.
5. Represents only the RSUs granted on August 26, 2025 and does not include RSUs with different vesting terms.
Remarks:
/s/ Clinton Foss Attorney-in-Fact for Timothy R. Reed under a Limited Power of Attorney dated February 5, 2026.08/26/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR