Lynch Brian P. 4

What Happened

• Brian P. Lynch, Executive Vice President and CFO of Callaway Golf Co. (CALY), had 9,332 restricted stock units (RSUs) convert into common stock on February 22, 2026. The filing shows 9,332 shares acquired at $0 (RSU vesting).
• To satisfy tax withholding, 5,038 of those shares were surrendered/disposed at $14.60 per share for a total of $73,555. After withholding, Lynch received a net 4,294 shares.
• This was not an open-market sale for cash gain but a routine withholding of vested RSU shares to cover tax liabilities (a common corporate practice).

Key Details

• Transaction date: 2026-02-22; Form filed: 2026-02-23 (appears timely).
• RSUs converted: 9,332 shares; shares withheld (disposed) for taxes: 5,038 at $14.60 each = $73,555.
• Net shares added to Lynch’s holdings: 4,294 (9,332 vested minus 5,038 withheld).
• Footnotes: these were RSUs granted on Feb 22, 2023 that vest in three equal annual installments (this appears to be the final installment of that grant). RSUs convert 1-for-1 to common stock; shares were withheld to satisfy tax withholding requirements.
• The filing does not indicate an open-market sale; the disposal code (F) reflects tax withholding. Total shares owned after the transaction are not provided in the supplied filing details.

Context

• This is a routine RSU vesting and cashless-withholding transaction (exercise/conversion of award with shares withheld for taxes), not a voluntary sale on the open market. Such withholdings are standard and do not necessarily indicate the insider’s view on the company’s prospects.