BREWER OLIVER G III 4

What Happened

• Oliver G. Brewer III, President, CEO and Director of Callaway Golf Co. (CALY), had 147,728 restricted stock units (RSUs) convert into common stock on March 14, 2026. The company issued 147,728 shares upon vesting.
• Of those shares, Callaway withheld 77,336 shares to satisfy tax withholding obligations (reported value $13.38 per share; total ~$1,034,756). An additional 70,392 shares were reported as a gift (no cash exchanged). The filings also reflect the RSU/derivative conversion entries related to the vesting.

Key Details

• Transaction date: March 14, 2026; Form 4 filed March 16, 2026 (timely filing).
• Vesting/issuance: 147,728 shares issued upon RSU conversion (code M for exercise/conversion).
• Tax withholding: 77,336 shares withheld (code F) at $13.38 per share; total ≈ $1,034,756.
• Gift: 70,392 shares reported as gifted (code G); gifts are dispositions but do not imply market selling intent.
• Footnotes: RSUs were granted Mar 14, 2025 and vest in three equal annual installments beginning Mar 14, 2026; RSUs convert one-for-one into common stock. The withheld shares represent withholding to satisfy tax liabilities in connection with the vesting.
• Shares owned after the reported transactions: not specified in the provided filing details.

Context

• This was an RSU vesting event (award conversion), not an open-market sale or purchase. Withholding shares to cover taxes is a routine administrative step and not a market sale signal. Gifts should be interpreted as non-market transfers and do not necessarily reflect insider sentiment about the stock.