Topgolf Callaway Brands (NYSE: MODG) reports director stock award

Rhea-AI Filing Summary

Topgolf Callaway Brands Corp. reported that director Russell L. Fleischer acquired 2,494 shares of common stock on December 15, 2025 at a price of $0 per share. Following this grant, he beneficially owns 133,484 shares held directly.

The shares were issued in lieu of the cash retainer that would otherwise have been payable to him under the company’s non-employee director compensation program for the quarter ending December 31, 2025.

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

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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^*

FLEISCHER RUSSELL 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)

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		2,494(1)	A	$0	133,484	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 December 31, 2025.

Remarks:

	/s/ Clinton Foss Attorney-in-Fact for Russell L. Fleischer under a Limited Power of Attorney dated December 9, 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.
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FAQ

What insider transaction did Topgolf Callaway Brands (MODG) report?

A director, Russell L. Fleischer, acquired 2,494 shares of Topgolf Callaway Brands common stock on December 15, 2025 at a price of $0 per share, as shown in the Form 4.

How many Topgolf Callaway Brands (MODG) shares does the director own after this Form 4 transaction?

After the reported grant, the director beneficially owns 133,484 shares of Topgolf Callaway Brands common stock, held in direct ownership.

Why did Topgolf Callaway Brands issue 2,494 shares to the director?

The 2,494 shares were issued in lieu of the cash retainer that would otherwise have been payable under the company’s non-employee director compensation program for the quarter ending December 31, 2025.

What was the reported price for the Topgolf Callaway (MODG) shares granted to the director?

The Form 4 reports that the 2,494 shares of common stock were acquired at a price of $0 per share, reflecting that they were granted as compensation rather than purchased for cash.

What is the reporting person’s relationship to Topgolf Callaway Brands (MODG)?

The reporting person is identified as a Director of Topgolf Callaway Brands Corp., as indicated in the relationship section of the Form 4.

Was this Topgolf Callaway (MODG) insider transaction made under a non-employee director compensation program?

Yes. The explanation states that the shares were issued under the issuer’s non-employee director compensation program for the quarter ending December 31, 2025, in place of a cash retainer.