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

Rhea-AI Filing Summary

Topgolf Callaway Brands reported a non-cash equity grant to an executive director. Glenn F. Hickey, who serves as EVP & President, Callaway Golf and is listed as a reporting person, was granted 37,879 Restricted Stock Units (RSUs). Each RSU represents a contingent right to one share of common stock and the reported RSUs were granted on 08/26/2025.

The RSUs vest on the second anniversary of the grant and are reported as directly beneficially owned following the grant, with a reported per-unit price of $0 reflecting they are awards rather than purchases. The filing identifies the report was signed by an attorney-in-fact under a limited power of attorney.

Positive

• Executive alignment: Grant of 37,879 RSUs ties the reporting person's compensation to future stock performance and retention.
• No cash outlay: The award is non-cash (price reported as $0), so it does not affect near-term company cash flow.

Negative

• Potential dilution: RSUs convert to common shares when vested, which may dilute existing shareholders; dilution magnitude is not disclosed.
• Limited disclosure on context: Filing does not state total outstanding shares or whether awards are part of a broader compensation plan, limiting assessment of materiality.

Insights

Financial Analyst

TL;DR: Executive equity award of 37,879 RSUs aligns management incentives; routine grant with limited immediate cash impact.

The reported grant of 37,879 RSUs is a non-cash compensation event that increases potential future share issuance when units vest and convert to common stock. As disclosed, each RSU converts to one share and vests in two years, which ties executive compensation to longer-term share performance. There is no cash price paid for the award, so short-term cash flow is unaffected. Materiality for shareholders depends on company share count; the filing does not provide outstanding share figures, so dilution impact cannot be quantified from this document alone.

Corporate Governance Expert

TL;DR: Typical time‑based equity award that supports retention; disclosure is standard and contains clear vesting terms.

The grant is structured as time‑based RSUs vesting on the second anniversary, a common retention mechanism. Reporting identifies the recipient's role and that ownership is direct for the granted units. The form includes a limited power of attorney signature, which is a routine administrative filing practice. The document does not disclose the grant’s approval context, performance conditions, or its relation to other outstanding awards, so governance assessment on pay‑for‑performance alignment is limited.

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^*

Hickey Glenn 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 & Pres., Callaway Golf

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 Glenn F. Hickey 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 Glenn F. Hickey receive according to the Form 4 for MODG?

The Form 4 reports a grant of 37,879 Restricted Stock Units (RSUs) to Glenn F. Hickey, each representing a contingent right to one share of common stock.

When do the RSUs vest and how are they treated?

The RSUs were granted on 08/26/2025 and vest on the second anniversary of the grant; they are reported as directly beneficially owned following the grant.

Did Glenn F. Hickey pay to acquire these RSUs?

No. The RSUs are reported with a price of $0, indicating they were granted as compensation rather than purchased.

What is Glenn F. Hickey’s role at Topgolf Callaway Brands (MODG)?

The filing lists Glenn F. Hickey as EVP & President, Callaway Golf and indicates officer status in the relationship to the issuer.

Does the Form 4 indicate any performance conditions for the RSUs?

No. The Form 4 states the RSUs are time‑based with a two‑year vesting schedule and does not disclose any performance conditions.