[Form 4] Topgolf Callaway Brands Corp. Insider Trading Activity

Rhea-AI Filing Summary

Oliver G. Brewer III, President and CEO and a director of Topgolf Callaway Brands Corp. (MODG), was granted 216,451 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of common stock and the award was granted on August 26, 2025. The RSUs vest on the second anniversary of the grant date, and the reported grant carries a $0 per-share price because it is an equity award rather than a cash purchase.

The Form 4 reports 216,451 RSUs beneficially owned following the transaction, held directly by Mr. Brewer for this grant only. The filing notes these RSUs are the grant dated August 26, 2025 and does not include other RSUs that may have different vesting terms.

Positive

• Material retention incentive: 216,451 RSUs vesting on the second anniversary aligns the CEO with multi‑year shareholder outcomes
• Clear grant terms disclosed: Each RSU converts one‑for‑one to common stock and the grant date and vesting schedule are explicitly stated

Negative

• Time‑based, not performance‑based: The award vests solely on the second anniversary (no performance conditions disclosed in this filing)
• Potential dilution: 216,451 shares will be issuable upon vesting, increasing outstanding shares when delivered
• Incomplete view of total holdings: Filing notes it "does not include RSUs with different vesting terms," so aggregate executive equity exposure is not shown here

Insights

Corporate Governance Expert

TL;DR: A sizeable time‑based equity grant aligns the CEO with shareholder value over a two‑year horizon.

The 216,451 RSU award is a material, time‑based equity grant for a named executive who is both CEO and a director. Time‑vesting on the second anniversary creates a clear retention incentive through 2027 and increases the CEO's direct reported beneficial ownership tied to future share issuance upon vesting. The Form 4 explicitly states these RSUs represent contingent rights to receive one share each and excludes other grants with different terms, which limits a full view of total outstanding executive equity exposure.

Compensation Analyst

TL;DR: The grant size is large in absolute terms and will be dilutive when shares are delivered at vesting.

The filing documents an award of 216,451 RSUs exercisable into common stock on a one‑for‑one basis and lists a $0 grant price as typical for RSUs. Because these awards vest solely by passage of time (second anniversary) as disclosed, they appear to be retention‑focused rather than performance‑contingent. The disclosure also clarifies that only this specific grant is reported here, so aggregate executive equity exposure requires review of other filings or grant schedules not included in this Form 4.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BREWER OLIVER G III

(Last) (First) (Middle)

2180 RUTHERFORD ROAD

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Topgolf Callaway Brands Corp. [ MODG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/26/2025		A		216,451		(2)	(2)	Common Stock	216,451	$0	216,451	D(3)

Explanation of Responses:

1. Each Restricted Stock Unit ("RSUs") represents a contingent right to receive one share of common stock.

2. The RSUs were granted on August 26, 2025 and vest on the second anniversary of the grant date.

3. Represents only the RSUs granted on August 26, 2025 and does not include RSUs with different vesting terms.

Remarks:

	/s/ Clinton Foss Attorney-in-Fact for Oliver G. Brewer III under a Limited Power of Attorney dated November 30, 2023.	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Oliver G. Brewer III receive according to the Form 4 for MODG?

He was granted 216,451 restricted stock units (RSUs), each representing a contingent right to one share of common stock.

When do the RSUs granted to the MODG CEO vest?

The RSUs vest on the second anniversary of the August 26, 2025 grant date.

How many shares are reported as beneficially owned following the reported transaction?

216,451 RSUs are reported as beneficially owned following the transaction, representing the specific grant dated August 26, 2025.

Was there a purchase price for the RSUs in the Form 4?

No cash price is reported; the RSUs show a $0 price, reflecting an equity award rather than a purchase.

Does this Form 4 include other RSU grants held by the reporting person?

No. The filing explicitly states it "does not include RSUs with different vesting terms," so other grants are not shown here.