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

Rhea-AI Filing Summary

Varsha Rajendra Rao, a director of Topgolf Callaway Brands Corp. (MODG), received 2,602 shares of common stock as compensation. The report shows the shares were issued in lieu of the cash retainer payable under the issuer's non-employee director compensation program for the quarter ending September 30, 2025.

After the issuance the reporting person beneficially owned 49,133 shares in a direct ownership form. The transaction is recorded as an acquisition at a $0 price, reflecting an in-kind issuance rather than an open-market purchase.

Positive

• 2,602 shares issued as non-cash director compensation
• Post-transaction direct beneficial ownership stated: 49,133 shares

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received equity compensation, increasing direct holdings to 49,133 shares; transaction appears routine and non-cash.

The Form 4 records a non-derivative acquisition of 2,602 common shares under the company's non-employee director compensation program, recorded with a transaction code for issuance. The shares were issued in lieu of a cash retainer and reported as a $0 price issuance, which is standard for in-kind director compensation. The post-transaction direct beneficial ownership of 49,133 shares is stated on the form. There is no disclosure in this filing of option grants, sales, or other derivative transactions by the reporting person.

Corporate Governance Expert

TL;DR: Equity retainer issuance to a director is a routine governance practice; the filing documents compliance with Section 16 reporting.

The statement indicates the reporting person is a director and the shares were issued under the non-employee director compensation program for the quarter ending September 30, 2025. The signature block shows filing via attorney-in-fact under a limited power of attorney. The disclosure is limited to the single in-kind issuance and does not include any changes to officer status, plans, or other governance actions.

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^*

Rao Varsha Rajendra

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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
Common Stock	09/15/2025		A		2,602(1)	A	$0	49,133	D

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

Explanation of Responses:

1. The shares were issued in lieu of the cash retainer otherwise payable to the reporting person under the issuers non-employee director compensation program for the quarter ending September 30, 2025.

Remarks:

	/s/ Heather D. McAllister Attorney-in-Fact for Varsha Rajendra Rao under a Limited Power of Attorney dated December 8, 2023.	09/15/2025
	** 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 transaction did Varsha Rajendra Rao report on the Form 4 for MODG?

The Form 4 reports an acquisition of 2,602 shares of Topgolf Callaway Brands Corp. common stock, recorded as an in-kind issuance.

Why were the 2,602 shares issued to the reporting person?

The shares were issued in lieu of the cash retainer otherwise payable under the issuer's non-employee director compensation program for the quarter ending September 30, 2025.

How many MODG shares does the reporting person own after this transaction?

Following the reported transaction the reporting person beneficially owned 49,133 shares in direct ownership form.

Was this Form 4 filing by a single reporting person or multiple filers?

The form indicates it was filed by one reporting person.

Who signed the Form 4 on behalf of the reporting person?

The filing was signed by Heather D. McAllister, Attorney-in-Fact for Varsha Rajendra Rao under a limited power of attorney dated December 8, 2023.