Callaway Golf (CALY) EVP vests RSUs, withholds shares to cover tax

Rhea-AI Filing Summary

Callaway Golf EVP and Chief Supply Chain Officer Mark F. Leposky reported vesting of restricted stock units that converted into 22,728 shares of common stock on a one-for-one basis. These shares came from RSUs granted on March 14, 2025, which vest in three equal annual installments.

To cover tax withholding obligations tied to this vesting, the company withheld 11,269 shares of common stock at a value of $13.38 per share, a tax-related disposition rather than an open-market sale. Following these transactions, Leposky directly holds 345,504 shares of Callaway Golf common stock. Footnotes indicate additional RSUs from the March 14, 2025 grant remain unvested.

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)
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		22,728(1)	A	$0(2)	356,773	D
Common Stock	03/14/2026		F		11,269(3)	D	$13.38	345,504	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			22,728(1)	(4)	(4)	Common Stock	22,728	$0	45,454(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 Mark F. Leposky 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 transaction did Callaway Golf (CALY) EVP Mark Leposky report?

Mark Leposky reported the vesting of restricted stock units that converted into 22,728 shares of Callaway Golf common stock. The RSUs were part of a grant dated March 14, 2025 that vests in three equal annual installments.

How were Mark Leposky’s Callaway (CALY) RSUs structured and when were they granted?

The RSUs were granted on March 14, 2025 and vest in three equal annual installments, starting on the first anniversary of the grant. Each RSU converts into one share of Callaway Golf common stock, according to the filing footnotes.

Did Mark Leposky sell any Callaway Golf (CALY) shares in this Form 4 filing?

The filing shows 11,269 shares of common stock were withheld by Callaway Golf to satisfy tax obligations related to RSU vesting. This is coded as a tax-withholding disposition, not an open-market sale initiated by the executive.

How many Callaway Golf (CALY) shares does Mark Leposky hold after this transaction?

After the RSU vesting and tax-withholding disposition, Mark Leposky directly holds 345,504 shares of Callaway Golf common stock. This figure reflects his post-transaction ownership as reported in the Form 4’s transaction detail fields.

What portion of Mark Leposky’s Callaway (CALY) RSUs remains unvested after this filing?

Footnotes state the reported RSU figure represents only the unvested portion of the March 14, 2025 grant and excludes RSUs with different vesting terms. This indicates additional RSUs from that grant continue to vest over future anniversaries.

Was Mark Leposky’s Callaway Golf (CALY) transaction a derivative exercise or open-market trade?

The filing classifies the RSU event as an exercise or conversion of a derivative security (code M), converting RSUs into common stock. There are no open-market buy or sell transactions; the only disposition is tax withholding coded under transaction type F.