Callaway Golf CoCALY
Callaway Golf Co Stock Compensation Disclosure
Stock Plans and Share-Based Compensation
Equity Compensation Plans
As of December 31, 2025, we had one shareholder approved stock plan under which shares were available for equity-based awards; the Amended and Restated 2022 Incentive Plan (the “2022 Incentive Plan”). As of the effective date of the 2022 Incentive Plan, we ceased granting awards under our other shareholder-approved stock plans. Awards outstanding under such plans as of that date remained outstanding in accordance with their terms, and any shares remaining available for future issuance under those plans were canceled.
The 2022 Incentive Plan permits the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance share units and other equity-based awards to our officers, employees, consultants, eligible directors serving on our Board of Directors and certain other non-employees who provide services to us. All grants under the 2022 Incentive Plan are discretionary. Directors may receive a one-time grant upon their initial appointment to our Board of Directors and may receive an annual grant thereafter upon being re-elected at each annual meeting of shareholders. The maximum number of shares issuable over the term of the 2022 Incentive Plan is approximately 33.4 million shares, which includes shares underlying awards under the Company’s Amended and Restated 2004 Incentive Plan that lapsed, expired, terminated or were canceled.
The following table presents shares authorized, available for future grant and outstanding under each of our plans as of December 31, 2025 (in millions):
| Authorized | Available (1) | Outstanding | |||||||||||||||
| 2022 Incentive Plan | 33.4 | 16.4 | 5.8 | ||||||||||||||
| Topgolf Equity Compensation Plans and Option Agreement | 2.7 | — | 0.5 | ||||||||||||||
| Total | 36.1 | 16.4 | 6.3 | ||||||||||||||
(1) Includes shares subject to a full award value under the 2022 Incentive Plan’s fungible share ratio. PRSUs are counted against the share reserve based on “maximum” level of performance and may vest up to 200% of the “target” number of units, depending on the year granted and the terms of such awards. | |||||||||||||||||
Stock Options
The following table summarizes our stock option activities for the year ended December 31, 2025 (in millions, except per share amounts and contractual term):
| Options | Number of Shares | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||||
| Outstanding at January 1, 2025 | 0.6 | $ | 29.44 | |||||||||||||||||||||||
Exercised (1) | — | $ | 9.37 | |||||||||||||||||||||||
| Expired | (0.1) | $ | 20.48 | |||||||||||||||||||||||
| Outstanding at December 31, 2025 | 0.5 | $ | 30.82 | 2.4 | $ | — | ||||||||||||||||||||
| Vested and expected to vest in the future at December 31, 2025 | 0.5 | $ | 30.82 | 2.4 | $ | — | ||||||||||||||||||||
| Exercisable at December 31, 2025 | 0.5 | $ | 30.82 | 2.4 | $ | — | ||||||||||||||||||||
(1) A nominal number of stock options were exercised during the year ended December 31, 2025. | ||||||||||||||||||||||||||
There were no stock options granted in 2025, 2024 or 2023, and as of December 31, 2025, there was no unamortized compensation expense related to stock options granted to employees under our share-based payment plans. The range of option prices for options which were exercisable as of December 31, 2025 was $21.08 to $35.14.
The following table summarizes information related to intrinsic value and cash received related to option exercises for the periods presented below (in millions):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Intrinsic value for options exercised (1) | $ | — | $ | — | $ | 1.7 | |||||||||||
Cash received from exercise of options (1) | $ | 0.1 | $ | 0.1 | $ | 4.2 | |||||||||||
(1) Intrinsic value and cash received related to option exercises were nominal during the years ended December 31, 2025 and 2024. | |||||||||||||||||
RSUs, RSAs, and PRSUs
The following table represents activity for restricted stock units, restricted stock awards, and performance-based awards for the year ended December 31, 2025 (in millions, except fair value amounts):
| RSUs | RSAs | PRSUs | ||||||||||||||||||||||||||||||||||||
| Units | Weighted- Average Grant-Date Fair Value | Units | Weighted- Average Grant-Date Fair Value | Units | Weighted- Average Grant-Date Fair Value | |||||||||||||||||||||||||||||||||
Unvested at January 1, 2025 | 1.7 | $ | 16.81 | — | $ | — | 2.3 | $ | 27.85 | |||||||||||||||||||||||||||||
| Granted | 2.9 | $ | 6.86 | — | $ | — | 1.7 | $ | 8.57 | |||||||||||||||||||||||||||||
| Vested | (0.9) | $ | 17.14 | — | $ | — | (0.5) | $ | 29.52 | |||||||||||||||||||||||||||||
Forfeited | (0.5) | $ | 9.52 | — | $ | — | (0.9) | $ | 23.85 | |||||||||||||||||||||||||||||
Unvested at December 31, 2025 | 3.2 | $ | 8.88 | — | $ | — | 2.6 | $ | 16.20 | |||||||||||||||||||||||||||||
The following table summarizes fair value of awards vested and the weighted-average grant date fair value per share of awards granted during the periods presented below (in millions, except for per share amounts):
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| RSUs: | |||||||||||||||||
| Total fair value of RSUs vested | $ | 14.8 | $ | 19.1 | $ | 17.3 | |||||||||||
| Per share weighted-average grant date fair value of RSU grants | $ | 6.86 | $ | 13.25 | $ | 22.78 | |||||||||||
| RSAs: | |||||||||||||||||
| Total fair value of RSAs vested | $ | — | $ | 0.5 | $ | 1.3 | |||||||||||
Per share weighted-average grant date fair value of RSA grants (1) | $ | — | $ | — | $ | 19.60 | |||||||||||
| PRSUs: | |||||||||||||||||
| Total fair value of PRSUs vested | $ | 13.7 | $ | 40.8 | $ | 7.8 | |||||||||||
| Per share weighted-average grant date fair value of PRSU grants | $ | 8.57 | $ | 19.01 | $ | 36.58 | |||||||||||
(1) There were no RSAs granted during the years ended December 31, 2025 and 2024. | |||||||||||||||||
The following table summarizes the unamortized compensation expense, net of estimated forfeitures, of awards granted under our share-based plans as of December 31, 2025, as well as their related weighted-average remaining recognition period (in millions, except for periods):
| December 31, 2025 | |||||
| RSUs: | |||||
| Unamortized compensation expense for RSUs | $ | 15.8 | |||
| Weighted-average remaining recognition period (in years) | 1.8 | ||||
| PRSUs: | |||||
| Unamortized compensation expense for PRSUs | $ | 13.4 | |||
| Weighted-average remaining recognition period (in years) | 1.6 | ||||
Share-based compensation expense
The table below summarizes amounts recognized for share-based compensation by award-type, net of estimated forfeitures, in our consolidated statement of operations for the periods presented (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Restricted stock units | $ | 10.2 | $ | 9.8 | $ | 11.8 | |||||||||||
| Performance based restricted share unit awards | 13.6 | 17.8 | 21.5 | ||||||||||||||
| Total share-based compensation expense, before tax | 23.8 | 27.6 | 33.3 | ||||||||||||||
| Income tax benefit | (5.7) | (6.6) | (8.0) | ||||||||||||||
| Total share-based compensation expense, after tax | $ | 18.1 | $ | 21.0 | $ | 25.3 | |||||||||||
The table below summarizes amounts recognized for share-based compensation, net of estimated forfeitures, in our consolidated statement of operations for the periods presented (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of sales | $ | 1.6 | $ | 1.6 | $ | 2.4 | |||||||||||
| Selling, general and administrative expenses | 21.8 | 25.5 | 30.7 | ||||||||||||||
| Research and development expenses | 0.4 | 0.5 | 0.2 | ||||||||||||||
| Share-based compensation expense, before tax | 23.8 | 27.6 | 33.3 | ||||||||||||||
| Income tax benefit | (5.7) | (6.6) | (8.0) | ||||||||||||||
| Share-based compensation expense, after tax | $ | 18.1 | $ | 21.0 | $ | 25.3 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 27, 2017 | |
| 2015 | Mar 4, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.