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Callaway Golf Co

For the period ended Dec 31, 2025. Filed Apr 8, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 8, 2026

Use the contents to explore the available documents and sections.

CALY$16.83+5.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant xFiled by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Under § 240.14a-12

Callaway Golf Company

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 8, 2026

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders (“Annual Meeting”) of Callaway Golf Company (the “Company,” “we,” “our,” and “us”), which will be held on Thursday, May 21, 2026, solely by means of remote communication in a virtual-only format, commencing at 11:00 a.m. (Eastern Time). You will not be able to attend the Annual Meeting physically. You will be able to attend and participate in the Annual Meeting online by visiting www.meetnow.global/MH5W7PK, where you will be able to listen to the meeting live, submit questions and vote.

At the meeting, your Board of Directors will ask shareholders to (i) elect nine directors; (ii) ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and (iii) approve, on an advisory basis, the compensation of our named executive officers. These matters are described more fully in the accompanying Proxy Statement, which you are encouraged to read thoroughly. Your Board of Directors recommends a vote “FOR” each of the director nominees, “FOR” ratification of the appointment of our independent registered public accounting firm, and “FOR” the approval of the compensation of our named executive officers.

We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their shareholders by providing notice of and access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our shareholders will not receive printed copies of our proxy materials unless requested, but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability that is being sent to you.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote as soon as possible. If you received the Notice of Internet Availability, a proxy card was not sent to you and you may vote only via the Internet unless you attend the virtual Annual Meeting or request that a proxy card and proxy materials be mailed to you. If you have requested that a proxy card and proxy materials be mailed to you, and you have received those materials, then you may vote via the Internet, by telephone or by mailing a completed proxy card. For specific voting instructions, please refer to the information provided in the accompanying Proxy Statement and in the Notice of Internet Availability.

Thank you for your continued interest in and support of Callaway Golf Company.

Sincerely,

/s/ Oliver G. Brewer III

Oliver G. (Chip) Brewer III President and Chief Executive Officer

CALLAWAY GOLF COMPANY

2180 Rutherford Road

Carlsbad, California 92008

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

WhenThursday, May 21, 2026, 11:00 a.m. (Eastern Time).
WhereThe 2026 annual meeting of shareholders will be held entirely online. You will be able to attend and participate in the annual meeting online by visiting www.meetnow.global/MH5W7PK, where you will be able to listen to the meeting live, submit questions and vote.
Items of Business1.To elect as directors the nine nominees named in the accompanying proxy statement.2.To ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.3.To approve, on an advisory basis, the compensation of our named executive officers.In addition, shareholders will transact such other business as may properly come before the annual meeting and at any adjournments or postponements thereof.
Record DateMarch 30, 2026. Only shareholders of record at the close of business on the record date are entitled to receive notice of and to vote at the annual meeting or any adjournment or postponement thereof.
How to VotePlease vote your shares promptly to ensure the presence of a quorum at the annual meeting. Please review the proxy materials for the annual meeting and follow the instructions in the section entitled “Voting Information” of the accompanying proxy statement beginning on page 2 to vote. There will not be a physical meeting location, and shareholders will not be able to attend the annual meeting in person. As described on page 2 of the accompanying proxy statement, any shareholder may attend the annual meeting online and vote during the online meeting even if the shareholder previously returned a proxy card by mail or voted via the Internet or by telephone.
Carlsbad, California April 8, 2026By Order of the Board of Directors,/s/ Heather D. McAllisterHeather D. McAllisterCorporate Secretary
Important Notice Regarding the Availability ofProxy Materials for the Shareholder Meeting tobe Held on May 21, 2026:The Annual Report and Proxy Statement are available on the Internet at: https://web.viewproxy.com/callawaygolfcompany/2026

Table of Contents

GENERAL INFORMATION1
VOTING INFORMATION2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE7
Corporate Governance Guidelines7
Director Independence7
Director Nominee Skills Matrix9
Identification of Potential Director Candidates9
Nomination Process10
Service on Other Public Boards10
Majority Voting Standard10
Shareholder Nominees - Proxy Access11
Annual Board and Committee Assessment and Evaluation11
Board Leadership Structure11
Risk Oversight12
Board Committees12
Meetings and Director Attendance15
Communications with the Board15
Code of Conduct15
Sustainability Program15
Environmental Responsibility16
Social Responsibility16
Stock Ownership Guidelines17
Insider Trading Policy17
Policy on Speculative Trading Activities — Anti-Hedging and Pledging Policy18
Compensation Committee Interlocks and Insider Participation18
Shareholder Engagement18
Director Compensation18
PROPOSAL NO. 1 - ELECTION OF DIRECTORS21
AUDIT COMMITTEE REPORT31
INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM33
PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM35
EXECUTIVE OFFICER COMPENSATION36
COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE REPORT36
COMPENSATION DISCUSSION AND ANALYSIS36
2025 COMPENSATION TABLES56
PROPOSAL NO. 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS70
TRANSACTIONS WITH RELATED PERSONS73
NO INCORPORATION BY REFERENCE74
SHAREHOLDER NOMINATIONS AND PROPOSALS74
OTHER MATTERS75

CALLAWAY GOLF COMPANY

2180 Rutherford Road

Carlsbad, California 92008

PROXY STATEMENT

2026 ANNUAL MEETING OF SHAREHOLDERS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.