Callaway Golf (CALY) EVP Leposky logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Callaway Golf executive Mark F. Leposky reported equity compensation activity involving restricted stock units and common shares. On February 6, 2026, 10,768 restricted stock units vested and converted into 10,768 shares of Callaway Golf common stock at an exercise price of $0, reflecting stock-based compensation.

To cover tax withholding on this vesting, the company withheld 4,251 shares of common stock at a price of $15.01 per share. After these transactions, Leposky directly beneficially owned 330,013 shares of Callaway Golf common stock and held 10,768 unvested RSUs from the February 6, 2024 grant.

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)
02/06/2026

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	02/06/2026		M		10,768(1)	A	$0(2)	334,264	D
Common Stock	02/06/2026		F		4,251(3)	D	$15.01	330,013	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)	02/06/2026		M			10,768(1)	(4)	(4)	Common Stock	10,768	$0	10,768(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 6, 2024 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 February 6, 2024 and does not include other 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.	02/06/2026
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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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 10,768 restricted stock units vest into common shares. These RSUs converted on a one-for-one basis into stock as part of his equity compensation on February 6, 2026.

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

The company withheld 4,251 shares of Callaway Golf common stock to satisfy tax withholding obligations tied to the RSU vesting. These shares were valued at $15.01 each, according to the transaction reported on February 6, 2026.

How many Callaway Golf (CALY) shares does Mark F. Leposky own after the reported transactions?

After the February 6, 2026 transactions, Mark F. Leposky beneficially owned 330,013 shares of Callaway Golf common stock directly. This figure reflects the RSU vesting and the shares withheld to cover associated tax obligations.

What are the terms of the restricted stock units in this Callaway Golf (CALY) filing?

The restricted stock units were granted on February 6, 2024, vesting in three equal annual installments starting on the first anniversary of the grant. RSUs convert into Callaway Golf common stock on a one-for-one basis under these terms.

How many unvested RSUs does Mark F. Leposky still hold at Callaway Golf (CALY)?

Following the February 6, 2026 vesting event, Mark F. Leposky held 10,768 unvested restricted stock units from the February 6, 2024 grant. This amount excludes any other RSUs he may hold under different vesting schedules.