Leposky Mark F 4

What Happened

• Mark F. Leposky, EVP & Chief Supply Chain Officer of Callaway Golf Co., had 22,728 restricted stock units (RSUs) vest on March 14, 2026. The RSUs converted one-for-one into 22,728 shares of common stock (reported as derivative conversion, code M). To satisfy tax withholding, 11,269 of those shares were withheld/disposed at an implied price of $13.38 per share for a total tax withholding value of $150,779 (reported under code F). Net shares issued to him from this vesting were 11,459 shares.

Key Details

• Transaction date: 2026-03-14 (filed on 2026-03-16 — within the usual two-business-day Form 4 window).
• Conversion/award: 22,728 RSUs converted to 22,728 common shares (code M) at $0 exercise price (RSUs vest, not a cash purchase).
• Tax withholding/disposition: 11,269 shares withheld/disposed at $13.38 each = $150,779 (code F).
• Net shares retained by insider from this vesting: 11,459 shares (22,728 issued less 11,269 withheld).
• Footnotes: RSUs were granted March 14, 2025 and vest in three equal annual installments beginning March 14, 2026 (the reported amount is one installment). RSUs convert one-for-one; withheld shares satisfy tax withholding.
• Shares owned after the transaction: not specified in this filing.

Context

• This was an award vesting event (not an open-market buy or sell). The withheld-disposition is a routine cashless tax withholding related to RSU vesting and does not necessarily indicate a change in market view. The filing shows a conversion of RSUs into shares with a portion surrendered to cover taxes.