[144] Topgolf Callaway Brands Corp. SEC Filing

Rhea-AI Filing Summary

Form 144 filed for Topgolf Callaway Brands Corp. (MODG) reports a proposed sale of 25,704 common shares through Morgan Stanley Smith Barney LLC, with an aggregate market value of $237,790.27. The filing lists 183,865,613 shares outstanding and an approximate sale date of 08/08/2025 on the NYSE. The shares being offered were acquired as restricted stock on multiple dates: 05/30/2025 (8,096 shares), 06/06/2024 (6,988), 05/25/2023 (5,984), 05/19/2022 (4,063) and 03/08/2022 (573). The filer indicates no securities sold in the past three months and signs a representation that they do not possess undisclosed material adverse information.

Positive

• Clear broker and execution plan: Sale to be handled by Morgan Stanley Smith Barney LLC on the NYSE.
• Acquisition history provided: All shares to be sold were acquired as restricted stock on documented dates.
• No recent sales: Filing reports "Nothing to Report" for securities sold in the past three months.

Negative

• Insider selling: The notice indicates a proposed sale of 25,704 shares, representing an insider disposition of equity.
• Missing identification fields: Several administrative items such as filer CIK and issuer address are not populated in the provided extract.

Insights

Securities Analyst

TL;DR: Small-volume insider sale notice; not likely material to market but worth noting for transparency.

The Form 144 shows a proposed block sale of 25,704 common shares valued at $237,790.27 to be executed via Morgan Stanley Smith Barney on the NYSE around 08/08/2025. Compared with the 183,865,613 shares outstanding reported in the filing, this block is a very small position. The shares were acquired as restricted stock across five grant dates between 2022 and 2025, indicating these are vested or vesting equity awards being monetized. The filing also states no sales in the prior three months, which suggests this is a discrete selling event rather than part of high-frequency disposal activity. Overall impact on share supply and liquidity appears limited.

Corporate Governance Expert

TL;DR: Routine insider disposition under Rule 144 with standard representations; some identifying fields in the filing appear blank.

The document is a standard Rule 144 notice documenting an insider's intent to sell restricted-stock-derived shares. It contains acquisition histories by grant date and indicates the use of a broker, which aligns with typical compliance for restricted stock sales. Notably, several administrative fields such as filer CIK and issuer address are blank in the provided content, which could limit immediate traceability if reviewers rely solely on this extract. The signature representation about absence of undisclosed material information is present, consistent with Form 144 requirements.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	25704	237790.27	183865613	08/08/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	05/30/2025	Restricted Stock	Issuer			8096	05/30/2025	Not Applicable
Common	05/25/2023	Restricted Stock	Issuer			5984	05/25/2023	Not Applicable
Common	03/08/2022	Restricted Stock	Issuer			573	03/08/2022	Not Applicable
Common	06/06/2024	Restricted Stock	Issuer			6988	06/06/2024	Not Applicable
Common	05/19/2022	Restricted Stock	Isser			4063	05/19/2022	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What securities does the MODG Form 144 propose to sell?

The filing proposes to sell 25,704 common shares of Topgolf Callaway Brands Corp.

What is the aggregate market value of the shares in the Form 144 for MODG?

The aggregate market value is reported as $237,790.27.

When is the approximate date of sale listed on the MODG Form 144?

The approximate date of sale is listed as 08/08/2025.

Which broker is named to execute the sale in the MODG Form 144?

The broker named is Morgan Stanley Smith Barney LLC Executive Financial Services.

Were any MODG shares sold by the filer in the past three months according to the filing?

No. The filing states "Nothing to Report" for securities sold during the past three months.

How were the shares being sold originally acquired according to the filing?

All listed shares were acquired as restricted stock on dates between 03/08/2022 and 05/30/2025, with specific lot sizes provided.