Thomas Jennifer L. 4

What Happened Jennifer L. Thomas, SVP and Chief Accounting Officer of Callaway Golf Co. (CALY), had 5,682 restricted stock units (RSUs) convert into common stock on March 14, 2026. The company withheld 2,407 of those shares to satisfy tax withholding at $13.38 per share, generating a withholding value of $32,206. After withholding, Thomas received a net of 3,275 shares. This was a routine vesting/tax-withholding event, not an open-market purchase or sale by the insider.

Key Details

• Transaction date: March 14, 2026 (reported on Form 4 filed March 16, 2026); filing appears timely.
• What occurred: 5,682 RSUs vested and converted 1-for-1 into common shares (transaction code M = conversion/exercise of derivative).
• Tax withholding: 2,407 shares were surrendered/withheld to cover tax obligations (transaction code F), at $13.38 per share = $32,206.
• Approximate value of vested shares at $13.38: 5,682 × $13.38 ≈ $76,025; net shares issued to Thomas ≈ 3,275.
• Shares owned after the transaction: Not specified in the provided data.
• Relevant footnotes: RSUs were granted on March 14, 2025 and vest in three equal annual installments beginning on the first anniversary; RSUs convert one-for-one; the withheld shares represent only the tax withholding portion and the filing reports only the unvested portion of RSUs from that grant with these vesting terms.

Context

• This filing reflects a standard RSU vesting event with company withholding to satisfy taxes (a common, internal, non-market sale). Such withholding should not be read as an insider selling shares on the open market or as a directional signal about the insider’s view of the stock.
• Transaction codes: M = conversion/exercise of a derivative (here, RSU → share conversion). F = shares withheld to cover tax withholding.