Topgolf Callaway Brands Corp. (MODG) director granted stock retainer

Rhea-AI Filing Summary

Topgolf Callaway Brands Corp. director Adebayo O. Ogunlesi reported receiving 2,386 shares of common stock on 12/15/2025. The shares were issued at $0 per share in lieu of the cash retainer otherwise payable under the company’s non-employee director compensation program for the quarter ending December 31, 2025.

After this stock grant, Ogunlesi directly beneficially owns 136,722 shares of Topgolf Callaway common stock. He also has indirect ownership of 100,000 shares through Raynham I LLC and 845,284 shares held with his spouse in joint tenancy with right of survivorship.

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^*

Ogunlesi Adebayo O.

(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)
12/15/2025

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	12/15/2025		A		2,386(1)	A	$0	136,722	D
Common Stock								100,000	I	By Raynham I LLC(2)
Common Stock								845,284	I	Held with Spouse in JTWROS

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 December 31, 2025.

2. Represents shares of common stock held by Raynham I LLC. The Reporting Person and his spouse are the sole member of Raynham I LLC.

Remarks:

	/s/ Clinton Foss Attorney-in-Fact for Adebayo O. Ogunlesi under a Limited Power of Attorney dated December 13, 2023.	12/16/2025
	** 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 insider transaction was reported at Topgolf Callaway Brands (MODG)?

Director Adebayo O. Ogunlesi reported acquiring 2,386 shares of Topgolf Callaway Brands Corp. common stock on 12/15/2025 at $0 per share.

Why did Adebayo O. Ogunlesi receive 2,386 MODG shares?

The 2,386 shares were issued in lieu of the cash retainer otherwise payable to him under the issuer’s non-employee director compensation program for the quarter ending December 31, 2025.

How many Topgolf Callaway (MODG) shares does Ogunlesi own directly after this transaction?

Following the reported transaction, Adebayo O. Ogunlesi directly beneficially owns 136,722 shares of Topgolf Callaway Brands Corp. common stock.

What indirect MODG shareholdings does Ogunlesi report?

He reports indirect ownership of 100,000 shares of common stock held by Raynham I LLC, and 845,284 shares held with his spouse in joint tenancy with right of survivorship (JTWROS).

What is Raynham I LLC’s relationship to the reporting person for MODG stock?

Raynham I LLC holds 100,000 shares of Topgolf Callaway common stock, and the reporting person and his spouse are the sole member of Raynham I LLC.

Does this Form 4 for MODG include any derivative securities?

The Form 4 includes a table for derivative securities, but no derivative transactions or holdings are reported in that table for this filing.