Callaway Golf CAO vests 6,494 RSUs, 3,506 withheld

For Callaway Golf Co (CALY), reporting person Jennifer L. Thomas, SVP and Chief Accounting Officer, reported the vesting of 6,494 Restricted Stock Units (RSUs) into an equal number of shares of common stock on August 26, 2026.

Rhea-AI Filing Summary

For Callaway Golf Co (CALY), reporting person Jennifer L. Thomas, SVP and Chief Accounting Officer, reported the vesting of 6,494 Restricted Stock Units (RSUs) into an equal number of shares of common stock on August 26, 2026. Of these shares, 3,506 were withheld by the company at $15.74 per share to satisfy tax withholding requirements. The RSUs were granted on August 26, 2025 and vested on the first anniversary of the grant date. The filing does not indicate that these transactions were executed under a Rule 10b5-1 trading plan.

Insider Trade Summary

6,494 shares exercised/converted

Exercise 3 txns

Insider Thomas Jennifer L.

Role SVP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F1, F4, F5	6,494	$0.00	$0.00
Exercise	Common Stock F1, F2	6,494	$0.00	$0.00
Tax Withholding	Common Stock F3	3,506	$15.74	$55K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 87,665 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.

Key Figures

RSUs vested and converted: 6,494 shares Shares withheld for tax withholding requirements: 3,506 shares Tax withholding share value: $15.74 per share +2 more

5 metrics

RSUs vested and converted 6,494 shares RSUs converted into common stock on August 26, 2026 on a one-for-one basis

Shares withheld for tax withholding requirements 3,506 shares Common shares withheld by the company upon RSU vesting to satisfy tax obligations

Tax withholding share value $15.74 per share Per-share value used for shares of common stock withheld for tax requirements

RSU grant date August 26, 2025 Grant date of the RSUs that vested after one year

RSU vesting date August 26, 2026 First anniversary of the grant date when RSUs vested and converted

Key Terms

Restricted Stock Units, one-for-one basis, tax withholding requirements, Rule 10b5-1

4 terms

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"

Rule 10b5-1 regulatory

"The document-level Rule 10b5-1 checkbox is unchecked"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

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

What equity award activity did CALY officer Jennifer L. Thomas report on this Form 4?

Jennifer L. Thomas reported the vesting of 6,494 RSUs, which converted on a one-for-one basis into 6,494 shares of Callaway Golf Co common stock on August 26, 2026, one year after the grant date of August 26, 2025.

How many CALY shares were withheld for taxes in this Form 4 filing?

The company withheld 3,506 shares of Callaway Golf Co common stock to satisfy tax withholding requirements in connection with the RSU vesting, at a reported value of $15.74 per share.

What was the vesting schedule for the RSUs reported by CALY’s Jennifer L. Thomas?

The RSUs reported by Jennifer L. Thomas were granted on August 26, 2025 and vested on the first anniversary of the grant date, August 26, 2026, as disclosed in the footnotes.

Were the CALY transactions reported by Jennifer L. Thomas under a Rule 10b5-1 plan?

No. The document-level Rule 10b5-1 checkbox is unchecked, so the transactions reported by Jennifer L. Thomas are not affirmed as being executed under a Rule 10b5-1 trading plan.

Do the RSUs reported by CALY’s officer convert into common stock at a fixed ratio?

Yes. The filing states that the RSUs convert into common stock on a one-for-one basis, meaning each RSU becomes one share of Callaway Golf Co common stock upon vesting.

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

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Available on EDGAR 08/26/2026 - 05:35 PM EDT Accepted by SEC EDGAR 08/26/2026 - 05:35 PM EDT 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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2026		M		6,494(1)	A	$0(2)	91,171	D
Common Stock	08/26/2026		F		3,506(3)	D	$15.74	87,665	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)	08/26/2026		M			6,494(1)	(4)	(4)	Common Stock	6,494	$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 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 Jennifer L. Thomas under a Limited Power of Attorney dated November 30, 2023.	08/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)