[144] Topgolf Callaway Brands Corp. SEC Filing

Rhea-AI Filing Summary

Form 144 filed for Topgolf Callaway Brands Corp. (MODG) notifies a proposed sale of 106,734 shares of common stock with an aggregate market value of $921,830.57. The filing lists 183,865,613 shares outstanding and indicates the sale is expected on 08/12/2025 on the NYSE.

The securities were received in four 2024 grants from the issuer: restricted stock on 02/17/2024 (5,426 shares) and 02/22/2024 (8,490 shares); restricted stock on 04/05/2024 (10,945 shares); and performance shares on 04/05/2024 (81,873 shares), totaling the 106,734 shares to be sold. The filer reports no securities sold in the past three months and includes the required representation that no material nonpublic information is known to the seller.

Positive

• Full disclosure of grant types and acquisition dates for all 106,734 shares
• No securities sold in the past three months, per the filing

Negative

• Proposed insider sale of 106,734 shares, approximately 0.058% of outstanding shares
• Planned sale could create modest additional supply when executed on 08/12/2025

Insights

Securities Analyst

TL;DR: Routine insider sale notice discloses a modest planned sale; not likely materially market-moving.

The Form 144 documents a proposed sale of 106,734 common shares valued at $921,830.57, representing roughly 0.058% of the reported 183.9 million shares outstanding. The shares derive from recent 2024 equity grants (restricted stock and performance shares), indicating these are compensation-related distributions rather than open-market purchases. The filing also states no sales in the prior three months and includes the standard attestation about material nonpublic information. Given the small percentage of outstanding shares, the transaction appears informational rather than transformational for holders.

Corporate Governance Expert

TL;DR: Disclosure meets Rule 144 requirements; provides clear acquisition dates and grant types but signals an insider sale.

The notice identifies the specific grant types and acquisition dates for all lots making up the 106,734 shares, which supports transparency and compliance with resale rules. The planned sale date (08/12/2025) and execution via a named broker on the NYSE are provided, enabling public monitoring of insider liquidity. The absence of prior three-month sales reduces immediate signaling risk, though any subsequent open-market sales should be monitored for trading pattern changes.

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	106734	921830.57	183865613	08/12/2025	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	02/22/2024	Restricted Stock	Issuer			8490	02/22/2024	Not Applicable
Common	04/05/2024	Performance Shares	Issuer			81873	04/05/2024	Not Applicable
Common	02/17/2024	Restricted Stock	Issuer			5426	02/17/2024	Not Applicable
Common	04/05/2024	Restricted Stock	Issuer			10945	04/05/2024	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

How many shares does MODG propose to sell in this Form 144?

The Form 144 proposes the sale of 106,734 shares of common stock.

What is the aggregate market value of the proposed sale?

The aggregate market value is reported as $921,830.57.

When and where is the sale expected to occur?

The filing lists an approximate sale date of 08/12/2025 with the NYSE named as the exchange.

How were the shares acquired that are being sold?

All shares were granted by the issuer in 2024 as restricted stock and performance shares on 02/17/2024, 02/22/2024, and 04/05/2024.

Has the filer sold any issuer securities in the past three months?

The filing reports Nothing to Report for securities sold during the past three months.

Does the filer attest to possession of material nonpublic information?

Yes. The filer represents by signing the notice that they do not know any material adverse information about the issuer that has not been publicly disclosed.