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

Rhea-AI Filing Summary

Topgolf Callaway Brands Corp. (MODG) reported an insider grant to Mark F. Leposky, the company's EVP and Chief Supply Chain Officer. On 08/26/2025 Leposky was granted 37,879 restricted stock units (RSUs), each representing a contingent right to one share of common stock. The RSUs were issued at a $0 price and are shown as directly beneficially owned following the grant. The award vests on the second anniversary of the grant date, and the Form 4 was filed under a limited power of attorney, signed on 08/28/2025.

Positive

• 37,879 RSUs granted to the EVP/Chief Supply Chain Officer, indicating compensation aligned with long‑term retention
• Time‑based vesting (2 years) supports executive retention and alignment with shareholder interests
• Direct beneficial ownership reported, providing transparent disclosure of the award

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity grant of 37,879 RSUs intended for retention; immaterial to immediate valuation but relevant to executive compensation.

The grant of 37,879 RSUs to the EVP/Chief Supply Chain Officer is a standard long‑term incentive that vests two years after grant. It increases the reporting person’s direct potential share count by 37,879 once vested. The award was granted at $0, indicating these are compensation RSUs rather than purchased options. This disclosure does not report exercises, sales, or derivative transactions and does not change outstanding share counts today; its impact is primarily on future dilution and retention alignment.

Corporate Governance Expert

TL;DR: Governance-normal RSU grant with time‑based vesting; filing is routine and transparently reported under POA.

The Form 4 cleanly discloses a time‑based RSU grant and a direct beneficial ownership entry for 37,879 units. Vesting on the second anniversary is a common retention schedule. The filing was executed by an attorney‑in‑fact under a limited power of attorney, which is an accepted administrative practice. No additional governance concerns such as immediate sales or related‑party transfers are disclosed.

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
Estimated average burden
hours per response:			0.5

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^*

Leposky Mark F

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP,Chief Supply Chain Officer

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		37,879		(2)	(2)	Common Stock	37,879	$0	37,879	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 Mark F. Leposky 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 was reported on the Form 4 for MODG?

The Form 4 reports a grant of 37,879 restricted stock units (RSUs) to Mark F. Leposky on 08/26/2025.

Who received the RSU grant disclosed for MODG?

Mark F. Leposky, identified as EVP and Chief Supply Chain Officer, is the recipient of the 37,879 RSUs.

When do the granted RSUs vest?

The RSUs vest on the second anniversary of the grant date (granted 08/26/2025).

What is the reported price for the RSUs?

The RSUs are reported with a $0 price, reflecting compensation RSUs rather than purchased securities.

Who signed the Form 4 filing for Mark F. Leposky?

The Form 4 was signed by Clinton Foss as Attorney‑in‑Fact under a limited power of attorney on 08/28/2025.