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Callaway Golf (CALY) EVP gains shares via RSU vesting, tax withholding

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

Rhea-AI Filing Summary

Callaway Golf Co executive Mark F. Leposky reported routine equity compensation activity. On April 23, 2026, restricted stock units (RSUs) vested and converted into 6,243 shares of Callaway Golf common stock on a one-for-one basis. To cover tax withholding requirements, 3,096 of these shares were withheld by the company rather than sold in the open market. Following these transactions, Leposky directly holds 351,747 shares of Callaway Golf common stock.

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Negative

  • None.
Insider Leposky Mark F
Role EVP,Chief Supply Chain Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 6,243 $0.00 --
Exercise Common Stock 6,243 $0.00 --
Tax Withholding Common Stock 3,096 $15.14 $47K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 351,747 shares (Direct, null)
Footnotes (1)
  1. Represents the number of shares of common stock issued upon the vesting of restricted stock units ("RSUs"). RSUs convert into common stock on a one-for-one basis. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting. The RSUs were granted on April 23, 2024 and vested on April 23, 2026. Represents only the RSUs granted on April 23, 2024 and does not include RSUs with different vesting terms.
RSU shares vested 6,243 shares Restricted Stock Units converted one-for-one into common stock on April 23, 2026
Shares withheld for taxes 3,096 shares Withheld by the company to satisfy tax withholding requirements on RSU vesting
Post-transaction holdings 351,747 shares Common stock directly owned by Mark F. Leposky after reported transactions
RSU conversion rate 1 RSU = 1 share RSUs convert into Callaway Golf common stock on a one-for-one basis
Restricted Stock Units financial
"Represents the number of shares of common stock issued upon the vesting of restricted stock units ("RSUs")."
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.
tax withholding requirements financial
"Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting."
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
Payment of exercise price or tax liability by delivering securities financial
"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""
derivative financial
""transaction_type": "derivative""
A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.
Form 4 Insider Transactions: What Each Field Means →
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*
Leposky Mark F
(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,Chief Supply Chain Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026		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 Stock04/23/2026M6,243(1)A$0(2)351,747D
Common Stock04/23/2026F3,096(3)D$15.14348,651D
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)04/23/2026M6,243(1) (4) (4)Common Stock6,243$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 April 23, 2024 and vested on April 23, 2026.
5. Represents only the RSUs granted on April 23, 2024 and does not include RSUs with different vesting terms.
Remarks:
/s/ Clinton Foss Attorney-in-Fact for Mark F. Leposky under a Limited Power of Attorney dated November 30, 2023.04/23/2026
** 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

FAQ

What did Callaway Golf (CALY) EVP Mark Leposky report in this Form 4?

Mark F. Leposky reported the vesting of restricted stock units that converted into 6,243 shares of Callaway Golf common stock. Part of these shares was withheld to satisfy tax obligations, and the filing reflects updated direct share ownership after these routine compensation events.

How many Callaway Golf (CALY) shares did Leposky receive from RSU vesting?

Leposky received 6,243 shares of Callaway Golf common stock upon the vesting of restricted stock units. The RSUs convert into common stock on a one-for-one basis, meaning each vested unit became one share as of April 23, 2026, under the grant’s vesting terms.

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

The company withheld 3,096 shares of Callaway Golf common stock to satisfy tax withholding requirements related to the RSU vesting. This is recorded with transaction code F, which indicates payment of tax liability by delivering securities rather than an open-market sale.

What is Mark Leposky’s Callaway Golf (CALY) shareholding after these transactions?

After the RSU vesting and associated tax withholding, Mark F. Leposky directly owns 351,747 shares of Callaway Golf common stock. This total reflects his updated direct holdings following the issuance of vested RSU shares and the shares withheld for tax obligations by the company.

Were Mark Leposky’s Callaway Golf (CALY) transactions open-market buys or sells?

No open-market buys or sells were reported. The Form 4 shows derivative exercises and a tax-withholding disposition: RSUs converted into common stock, and 3,096 shares were withheld by the company for taxes, a non-market mechanism tied to equity compensation vesting.

What are Restricted Stock Units (RSUs) in the context of Callaway Golf (CALY)?

In this filing, RSUs are equity awards that convert into Callaway Golf common stock on a one-for-one basis when they vest. Leposky’s RSUs were granted on April 23, 2024 and vested on April 23, 2026, resulting in 6,243 new common shares being issued to him.