BREWER OLIVER G III 4

What Happened

• Oliver G. Brewer III, President & CEO and a director of Callaway Golf Co (CALY), had restricted stock units (RSUs) vest and convert into 22,466 shares on Feb 22, 2026. The RSUs converted one-for-one into common stock (no exercise price).
• To satisfy tax withholding, 11,761 of those shares were surrendered/withheld at an effective price of $14.60 per share (tax value reported as $171,711). Separately, 10,705 shares were reported as gifted. These transactions are routine compensation-related vesting events rather than open-market purchases or sales.

Key Details

• Transaction date: 2026-02-22; Form filed 2026-02-23 (next-day filing).
• Conversion: 22,466 RSUs converted into 22,466 shares (code M; exercise/conversion of derivative) at $0.00.
• Tax withholding: 11,761 shares withheld/surrendered (code F) at $14.60; total tax withholding value reported $171,711.
• Gift(s): 10,705 shares reported as gifted (code G). The filing shows both a gift disposition and a gift acquisition of 10,705 shares (likely a transfer between accounts or to a trust).
• Shares owned after transaction: Not specified in the supplied transaction summary.
• Footnotes: RSUs were granted Feb 22, 2023, vest in three equal annual installments beginning on the first anniversary; RSUs convert one-for-one into common stock; the withholding represents shares retained to satisfy tax obligations. The reported transactions pertain only to the Feb 22, 2023 grant.

Context

• These were vested RSUs converting into shares (not option exercises requiring cash). The share withholding to cover taxes is common and is recorded as a disposition for tax purposes — it does not necessarily signal a decision to sell shares for investment reasons.
• Gifts likewise do not indicate the insider’s market view; they are transfers of ownership (to another person or entity). This filing appears to document routine compensation vesting and related tax handling, not opportunistic selling.