Thomas Jennifer L. 4

What Happened

• Jennifer L. Thomas, Senior Vice President and Chief Accounting Officer of Callaway Golf (CALY), had 2,692 restricted stock units (RSUs) convert into common shares on Feb 6, 2026. The RSU conversion is reported as a derivative conversion (code M) at $0.00 (the RSUs converted one-for-one into shares).
• Of the 2,692 shares issued upon vesting, the company withheld 1,310 shares to satisfy tax withholding obligations (reported as a disposition under code F) at $15.01 per share, totaling $19,663. That leaves a net of 1,382 shares retained by the insider. The total value of the 2,692 vested shares at $15.01 is about $40,407 and the net value retained is about $20,744.

Key Details

• Transaction date: 2026-02-06.
• Vesting/conversion: 2,692 RSUs converted into 2,692 common shares (M; reported acquisition at $0.00).
• Tax withholding: 1,310 shares withheld/disposed to satisfy taxes at $15.01 each for $19,663 (F).
• Net shares delivered to insider: 1,382 shares (2,692 − 1,310).
• RSU grant/vesting notes: These RSUs were granted Feb 6, 2024 and vest in three equal annual installments beginning Feb 6, 2025 (footnotes F1–F5). RSUs convert one-for-one into common stock; the withheld shares reflect tax withholding.
• Shares owned after transaction: Not specified in the Form 4.
• Filing timeliness: Form filed for the period/date 2026-02-06; no late filing flag indicated.

Context

• This wasn’t an open-market purchase or sale for cash — it’s the routine vesting/conversion of RSUs with a portion withheld to cover taxes (a common, non-informational administrative transaction).
• Code explanation: M = exercise/conversion of derivative (here, RSU conversion); F = payment of exercise price or tax liability (here, shares withheld for taxes).
• For retail investors: purchases or open-market sales by insiders can be more informative about sentiment; RSU vesting and withholding are typically routine compensation events and do not necessarily signal a view on the stock.