Callaway Golf Co

(a)The below events occurred within four business days of the filing date of this periodic report and, as such, we are disclosing the occurrence of the events under Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, below instead of in a stand-alone Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2026, we entered into amended and restated employment agreements with Oliver G. (Chip) Brewer, our President and Chief Executive Officer, Brian P. Lynch, our Executive Vice President, Chief Financial Officer and Chief Legal Officer, Mark F. Leposky, our Executive Vice President and Chief Supply Chain Officer, Glenn F. Hickey, our Executive Vice President and President, Callaway Golf Sales, Timothy R. Reed, our Executive Vice President, Research and Development and Tour, and Angela Deskins, our Executive Vice President and Chief People Officer (the “Executive Employment Agreements”), which superseded and replaced their prior employment agreements effective as of May 7, 2026.

The compensation and benefits under the Executive Employment Agreements are generally consistent with the compensation and benefits in effect under the prior employment agreements, but reflect certain adjustments to reflect changes in applicable law and best practices since those employment agreements were first executed. Each Executive Employment Agreement provides for at-will employment and has no fixed term. The Executive Employment Agreements set forth the base salary, incentive compensation, and, in general terms, the benefits and perquisites that the executive officer is entitled to, which remain unchanged from those in effect immediately prior to the effectiveness of the Executive Employment Agreements. The Executive Employment Agreements also set forth the benefits and rights the executive officer is entitled to upon termination of employment.

In the event of an executive’s termination by the Company other than for cause or an executive’s resignation for good reason, in each case that does not occur within 24 months following a change in control, the executive is generally entitled to the following benefits (i) a cash payment based on the incentive payment the executive would have received in light of actual performance as measured against the requirements of the annual incentive plan and pro-rated to the date of termination; (ii) 1.0x (1.5x) for Mr. Brewer) the sum of the executive’s then-current base salary and target bonus, paid over 12 months (18 months for Mr. Brewer); (iii) the vesting of all unvested long-term incentive compensation awards held by the executive that would have vested had the executive continued to perform services for 12 months (18 months for Mr. Brewer) from the date of termination; and (iv) the payment of premiums owed for COBRA insurance benefits and continuation of financial, tax and estate planning services for 12 months (18 months for Mr. Brewer) from the date of termination and outplacement for 12 months.

In the event of an executive’s termination by the Company other than for cause or an executive’s resignation for good reason, in each case that occurs within 24 months following a change in control, the executive is generally entitled to the following benefits (i) a cash payment based on the incentive payment the executive would have received in light of actual performance as measured against the requirements of the annual incentive plan and pro-rated to the date of termination; (ii) 2.0x the sum of the then current base salary and target bonus, paid over 24 months; (iii) the vesting of all unvested long-term incentive compensation awards held by the executive; and (iv) the payment of premiums owed for COBRA insurance benefits and continuation of financial, tax and estate planning services for 24 months and continuation of financial, tax and estate planning services for 24 months from the date of termination and outplacement for 12 months.

The benefits payable upon a termination due to death or disability under the Executive Employment Agreements are generally unchanged from the existing executive employment agreements.

Under the Executive Employment Agreement, all post-termination benefits are subject to the executive executing a release of claims in our favor and continued compliance with his or her Executive Employment Agreement. The Executive Employment Agreements also include a standard “best after tax” provision for purposes of Section 280G of the Internal Revenue Code.

The foregoing descriptions of the Executive Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the Executive Employment Agreements, copies of which are filed as Exhibits 10.1 through 10.6 to this Quarterly Report on Form 10-Q and are incorporated herein by reference.

(c) 10b5-1 Trading Arrangements

During the three months ended March 31, 2026, none of our officers or directors adopted orterminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”