Lynch Brian P. 4

What Happened

• Brian P. Lynch, Executive Vice President and Chief Financial Officer of Callaway Golf Co., received 16,152 shares when restricted stock units (RSUs) vested on Feb 6, 2026. The RSUs converted one-for-one into common stock (exercise/conversion reported at $0.00).
• To satisfy tax withholding, the company withheld 9,236 shares (reported as a disposition) at an implied price of $15.01 per share, valued at about $138,632. The net shares issued to Lynch after withholding were 6,916.
• This was a vesting/award event (routine compensation), not an open-market purchase or voluntary sale by the insider.

Key Details

• Transaction date: 2026-02-06 (filing dated 2026-02-06).
• Reported prices: conversion/exercise price $0.00 (RSU conversion); withholding treated at $15.01 per share for tax purposes (9,236 shares ≈ $138,632).
• Net shares received: 6,916 (16,152 vested – 9,236 withheld for taxes).
• Shares owned after the transaction: not specified in the provided excerpt of the filing.
• Relevant footnotes: RSUs were granted Feb 6, 2024 and vest in three equal annual installments beginning on the first anniversary of the grant; the withheld shares represent tax withholding in connection with the RSU vesting.
• Filing timeliness: transaction and filing share the same date, indicating a timely report in this excerpt.

Context

• RSU vesting and company withholding to cover taxes are routine insider compensation events and do not by themselves indicate a change in insider sentiment. The conversion entries (derivative code M) reflect RSUs converting into common stock; the withholding entry (code F) is a disposal only to satisfy tax obligations, not an open-market sale.