Thomas Jennifer L. 4

What Happened Jennifer L. Thomas, SVP and Chief Accounting Officer of Callaway Golf Co. (CALY), had 1,555 restricted stock units (RSUs) convert into common stock on Feb 22, 2026 (derivative conversion/exercise). To satisfy tax withholding, the company withheld 757 of those shares at $14.60 each, a withholding value of $11,052. After withholding, Thomas received a net 798 shares. The RSUs converted at no exercise price (i.e., $0), consistent with an RSU vesting event rather than an option purchase.

Key Details

• Transaction date: 2026-02-22; Form 4 filed 2026-02-23 (appears timely).
• Conversion: 1,555 RSUs converted to 1,555 common shares (code M), $0 exercise price.
• Tax withholding: 757 shares withheld (code F) at $14.60/share = $11,052.
• Net shares delivered to insider: 1,555 - 757 = 798 shares.
• Footnotes: RSUs were granted 2023-02-22 and vest in three equal annual installments beginning on the first anniversary; RSUs convert 1:1 and the withheld shares satisfy tax obligations (these entries cover only the 2023-02-22 grant).
• Shares owned after transaction: not specified in the summary provided.

Context This was a routine RSU vesting with a “sell-to-cover” (share withholding) to meet tax obligations, not an open-market sale or purchase. Transaction codes: M = exercised/converted derivative (RSU vesting), F = shares withheld for taxes. Such withholding transactions are common and generally administrative rather than a direct signal of insider market sentiment.