Callaway Golf (CALY) EVP gains stock as RSUs vest, shares withheld

Rhea-AI Filing Summary

Callaway Golf Co executive Mark F. Leposky reported RSU vesting and related tax withholding. On February 22, he converted 6,221 restricted stock units into the same number of common shares at no exercise price. The company withheld 2,189 shares at $14.60 per share to cover taxes, leaving him with 334,045 common shares held directly.

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^*

Leposky Mark F

(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)
	EVP,Chief Supply Chain Officer

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		6,221(1)	A	$0(2)	336,234	D
Common Stock	02/22/2026		F		2,189(3)	D	$14.6	334,045	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)	02/22/2026		M			6,221(1)	(4)	(4)	Common Stock	6,221	$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 Mark F. Leposky 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.
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FAQ

What insider transaction did Callaway Golf (CALY) report for Mark F. Leposky?

Callaway Golf reported that EVP and Chief Supply Chain Officer Mark F. Leposky had 6,221 restricted stock units vest into common shares. Some of these shares were then withheld by the company to satisfy associated tax withholding obligations.

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

Leposky received 6,221 shares of Callaway Golf common stock upon vesting of restricted stock units. The RSUs convert into common stock on a one-for-one basis, meaning each RSU became a single share when the vesting date occurred.

What portion of Leposky’s Callaway Golf (CALY) shares were withheld for taxes?

The company withheld 2,189 shares of Callaway Golf common stock to cover tax withholding requirements related to the RSU vesting. These shares were valued at $14.60 per share for this tax-withholding disposition, according to the reported transaction details.

What is Mark F. Leposky’s Callaway Golf (CALY) share ownership after this Form 4?

Following the RSU vesting and tax withholding, Leposky directly holds 334,045 shares of Callaway Golf common stock. This figure reflects his updated direct ownership position after the issuance of vested shares and the shares withheld to satisfy tax obligations.

When were the Callaway Golf (CALY) RSUs granted and how do they vest?

The restricted stock units were granted on February 22, 2023 and vest in three equal annual installments starting on the first anniversary of the grant date. The reported transactions relate only to RSUs from this specific 2023 grant and vesting schedule.

Do all of Leposky’s Callaway Golf (CALY) RSUs have the same vesting terms?

No. The reported RSUs represent only the grant made on February 22, 2023 and its three-year vesting schedule. The disclosure specifies that these figures do not include any RSUs Leposky holds that were granted on different dates with different vesting terms.