Callaway Golf (CALY) SVP logs RSU vesting and tax-share withholding

Rhea-AI Filing Summary

Callaway Golf Co senior vice president and chief accounting officer Jennifer L. Thomas reported routine equity compensation activity involving restricted stock units (RSUs). On March 14, 2026, 5,682 RSUs converted into 5,682 shares of common stock on a one-for-one basis upon vesting. To cover tax withholding obligations related to this vesting, 2,407 common shares were withheld by the company at a price of $13.38 per share, a non-market, tax-withholding disposition rather than an open-market sale. After these transactions, Thomas directly held 84,677 shares of common stock. The filing also shows 11,364 unvested RSUs remaining from a grant made on March 14, 2025, which vests in three equal annual installments beginning on the first anniversary of the grant date.

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^*

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)
03/14/2026

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	03/14/2026		M		5,682(1)	A	$0(2)	87,084	D
Common Stock	03/14/2026		F		2,407(3)	D	$13.38	84,677	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)	03/14/2026		M			5,682(1)	(4)	(4)	Common Stock	5,682	$0	11,364(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 March 14, 2025 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 March 14, 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.	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Jennifer L. Thomas reported RSU vesting that converted 5,682 restricted stock units into 5,682 shares of Callaway Golf common stock. This reflects routine equity compensation, not an open-market purchase or sale, and updates her direct share ownership position.

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

The company withheld 2,407 shares of Callaway Golf common stock at $13.38 per share to satisfy tax withholding obligations. This tax-withholding disposition is not an open-market sale but a standard mechanism tied to the RSU vesting event disclosed.

What are Jennifer L. Thomas’s Callaway Golf holdings after the reported transactions?

After the reported RSU vesting and tax withholding, Jennifer L. Thomas directly held 84,677 shares of Callaway Golf common stock. The filing also shows remaining unvested RSUs, which represent additional potential future share deliveries as they vest over time.

What RSU grant and vesting schedule does the Callaway Golf Form 4 describe?

The Form 4 notes RSUs granted on March 14, 2025 that vest in three equal annual installments beginning on the first anniversary of the grant date. The reported vesting covers one installment, with 11,364 RSUs from this grant still unvested.

Is the Callaway Golf (CALY) Form 4 a buy or sell signal from the insider?

The Form 4 primarily reflects RSU vesting and related tax withholding, not open-market buying or selling. Shares were acquired through derivative exercise and some withheld for taxes, which is typical compensation-related activity rather than a discretionary market trade.

How many unvested RSUs remain for Jennifer L. Thomas at Callaway Golf?

The filing shows 11,364 unvested restricted stock units from the March 14, 2025 grant. This figure covers only that specific grant and excludes other RSUs that may have different vesting schedules or terms not detailed in this particular disclosure.