10M Callaway Golf (NYSE: MODG) shares planned for NYSE sale

Rhea-AI Filing Summary

A selling securityholder of Callaway Golf Company has filed a notice of proposed sale under Rule 144 covering 10,000,000 shares of common stock, $0.01 par value. The shares are listed for sale through BofA Securities, Inc. on the NYSE, with an aggregate market value of $156,000,000.00 and an approximate sale date of 01/26/2026. The notice states that shares were originally acquired on 03/08/2021 in a merger with Topgolf International, Inc. in exchange for Topgolf shares. The issuer had 183,883,637 shares of this class outstanding at the time referenced.

Insights

Equity capital markets analyst

Large holder plans NYSE sale of 10,000,000 Callaway Golf shares under Rule 144.

An existing securityholder of Callaway Golf Company has filed to sell 10,000,000 shares of common stock under Rule 144. The proposed sale, routed through BofA Securities, Inc. on the NYSE, carries an aggregate market value of 156000000.00, indicating a sizable potential secondary transaction relative to the company’s capital base.

The filing states that the seller acquired these shares on 03/08/2021 via a merger with Topgolf International, Inc., receiving Callaway stock in exchange for Topgolf shares. This confirms the shares are already outstanding rather than newly issued, so the activity would represent a change in ownership, not new capital raised by the company.

The reference to 183,883,637 shares outstanding provides context for the scale of the potential sale, though actual market impact would depend on execution details and trading volume, which are not specified in this excerpt. The approximate sale date is listed as 01/26/2026, signaling the holder’s contemplated timing within the Rule 144 framework.

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 Stock, $0.01 par value	BofA Securities, Inc. One Bryant Park New York NY 10036	10000000	156000000.00	183883637	01/26/2026	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 Stock, $0.01 par value	03/08/2021	The selling securityholder named above acquired the shares of the Issuer pursuant to a merger with Topgolf International, Inc., in exchange for shares of Topgolf International, Inc. owned by such securityholder.	Callaway Golf Company			10000000	03/08/2021	See Nature of Acquisition Transaction column

* 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

How many MODG (Callaway Golf) shares are planned to be sold under this notice?

The notice covers a proposed sale of 10,000,000 shares of Callaway Golf Company common stock, $0.01 par value.

What is the aggregate market value of the Callaway Golf shares covered by this Rule 144 notice?

The aggregate market value of the shares covered is listed as 156000000.00.

On which exchange and through which broker are the MODG shares expected to be sold?

The shares are indicated for sale on the NYSE through BofA Securities, Inc., located at One Bryant Park, New York, NY 10036.

When were the Callaway Golf shares to be sold originally acquired, and how?

The shares were acquired on 03/08/2021 when the selling securityholder received Callaway Golf Company shares in a merger with Topgolf International, Inc. in exchange for Topgolf shares.

What is the approximate date of sale for the MODG shares in this Rule 144 notice?

The approximate date of sale listed is 01/26/2026.

How many Callaway Golf common shares were outstanding at the time referenced in the notice?

The notice reports that 183,883,637 shares of Callaway Golf Company common stock were outstanding.

Does this Rule 144 notice involve new MODG shares being issued by Callaway Golf?

No. The notice describes a proposed sale by an existing securityholder of shares previously acquired in a merger, so it relates to outstanding shares rather than a new issuance.