Reed Timothy R. 4

What Happened

Timothy R. Reed, Executive Vice President, R&D and Tour at Callaway Golf Co. (CALY), had 11,364 restricted stock units (RSUs convert one-for-one into common stock) vest and convert into 11,364 shares on March 14, 2026. To satisfy tax withholding, the company withheld (disposed) 6,135 of those shares at an implied value of $13.38 per share, totaling about $82,086. The remaining 5,229 shares were retained by Reed. This was not an open-market sale by the insider but a routine tax-withholding transaction tied to RSU vesting.

Key Details

• Transaction date: March 14, 2026; Form filed March 16, 2026.
• Conversion (code M): 11,364 RSUs converted into 11,364 shares at $0.00 (acquisition via vesting).
• Tax withholding (code F): 6,135 shares withheld/disposed at $13.38/share, totaling ~$82,086.
• Net shares retained from this vesting: 5,229 (11,364 − 6,135).
• Footnotes: RSUs were granted March 14, 2025 and vest in three equal annual installments beginning on the first anniversary of the grant; the reported shares relate to that grant and the company withheld shares to cover taxes.
• Shares owned after transaction: not disclosed in the filing.
• Filing timeliness: Form 4 was filed two days after the transaction (no late filing flag noted in the report).

Context

This transaction reflects RSU vesting and routine tax withholding rather than a market-directed purchase or sale. Transaction codes: M = exercise/conversion of a derivative (here, RSU conversion into common stock); F = shares withheld to satisfy tax withholding. Such withholding is a common administrative step and does not, by itself, indicate insider market sentiment.