BREWER OLIVER G III 4

What Happened
Oliver G. Brewer III, President & CEO and Director of Callaway Golf (CALY), had 38,885 restricted stock units (RSUs convert/vest) convert into common shares on Feb 6, 2026. Of those, 20,644 shares were withheld to cover taxes (priced at $15.01 per share, totaling about $309,866) and 18,241 shares were reported as gifted. The transactions are reported as conversions of derivatives (RSU vesting), tax withholding, and gift transfers rather than open-market buys or sales.

Key Details

• Transaction date: 2026-02-06 (filing accession 0001072918-26-000001). No late filing flag indicated.
• Converted/issued: 38,885 shares from RSU vesting (no cash paid on conversion).
• Tax withholding: 20,644 shares withheld @ $15.01 ≈ $309,866 to satisfy tax obligations. (Disposition code F)
• Gift: 18,241 shares reported as gifted (both a disposition and a corresponding acquisition of 18,241 shares are shown in the filing). (Disposition code G)
• Shares owned after the transactions: not specified in the provided excerpt.
• Footnotes: RSUs represent restricted stock units converting one-for-one to common stock; the RSUs were granted Feb 6, 2024 and vest in three equal annual installments beginning Feb 6, 2025; withheld shares reflect tax withholding on vesting.

Context

• This appears to be routine RSU vesting with shares withheld to cover taxes (a "cashless" or share-withholding method), not a market sale to generate cash proceeds.
• Gift transactions do not necessarily indicate management sentiment about the stock; they typically reflect personal or estate planning (the filing does not specify the recipient).
• For retail investors, purchases are typically more informative than routine vesting and withholding events; this filing documents standard compensation-related activity rather than a buy or sell in the open market.