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

Rhea-AI Filing Summary

Jennifer L. Thomas, SVP and Chief Accounting Officer of Topgolf Callaway Brands Corp. (MODG), was granted 6,494 restricted stock units (RSUs) on 08/26/2025. Each RSU represents a contingent right to one share of common stock and the RSUs vest on the first anniversary of the grant date. The reported transaction reflects 6,494 shares underlying the RSUs with a reported price of $0 and direct ownership following the grant. The Form 4 was signed by an attorney-in-fact and filed on 08/28/2025.

Positive

• 6,494 RSUs granted to reporting person (explicitly stated)
• RSUs vest on first anniversary of the grant date (explicitly stated)
• Form 4 filed and signed via attorney-in-fact on 08/28/2025 (explicitly stated)

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity grant: 6,494 RSUs awarded to the Chief Accounting Officer, vesting in one year.

The grant disclosed is a non-derivative equity award converting to common stock on vesting. The size of the grant is explicitly 6,494 RSUs, with a $0 reported price and direct beneficial ownership recorded post-grant. There are no disclosed sales, option exercises, or cash proceeds tied to this Form 4 filing. For investors, this is a compensation-related disclosure rather than an operational or financial performance signal.

Corporate Governance Expert

TL;DR: Compensation disclosure consistent with routine executive equity awards; vesting occurs one year from grant.

The filing documents a standard restricted stock unit grant to an officer with a specified vesting schedule (first anniversary of grant). The Form 4 was executed under a limited power of attorney and filed within two days of the grant. The disclosure is procedural and aligns with Section 16 reporting requirements; no governance concerns or departures from standard insider reporting are evident in the provided content.

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^*

Thomas Jennifer L.

(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)
	SVP, Chief Accounting 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		6,494		(2)	(2)	Common Stock	6,494	$0	6,494	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 first 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 Jennifer L. Thomas 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 Jennifer L. Thomas report on Form 4 for MODG?

The Form 4 reports a grant of 6,494 RSUs to Jennifer L. Thomas on 08/26/2025, vesting one year after the grant.

When do the RSUs granted to Jennifer L. Thomas vest?

The RSUs vest on the first anniversary of the grant date (grant date: 08/26/2025), per the filing.

How many shares will Jennifer L. Thomas receive when the RSUs vest?

Each RSU represents a contingent right to one share of common stock, so the grant represents 6,494 shares upon vesting.

Was there any cash consideration reported for the RSU grant?

The filing reports a price of $0 for the RSUs; no cash proceeds are disclosed in this Form 4.

Who signed and filed the Form 4 for this transaction?

The Form 4 was signed by Clinton Foss, Attorney-in-Fact for Jennifer L. Thomas, under a limited power of attorney, dated and filed 08/28/2025.