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

Rhea-AI Filing Summary

Rebecca Fine, EVP and Global CPO of Topgolf Callaway Brands Corp. (MODG), was granted 17,317 Restricted Stock Units (RSUs) on 08/26/2025. Each RSU represents the contingent right to one share of common stock and the award carries a $0 per-share exercise/price value because it is an equity grant rather than a purchase. The RSUs vest on the first anniversary of the grant date, meaning the reported award becomes exercisable on 08/26/2026 if vesting conditions are satisfied. The Form 4 was signed by an attorney-in-fact under a limited power of attorney and filed on 08/28/2025, and the filing reports only the RSUs granted on 08/26/2025, excluding other awards with different vesting terms.

Positive

• Grant disclosed promptly: RSU award reported on Form 4 filed 08/28/2025 for a transaction on 08/26/2025
• Clear award size and vesting: 17,317 RSUs granted with vesting on the first anniversary (08/26/2026)
• Reporting person identified: Rebecca Fine listed as EVP, Global CPO, clarifying insider role

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine executive equity award of 17,317 RSUs was granted to the EVP, vesting in one year; transaction appears administrative, not market-moving.

The grant of 17,317 RSUs to Rebecca Fine is presented as a standard restricted stock unit award with a one-year vesting schedule and no purchase price, consistent with retention or incentive compensation for an executive officer. The filing discloses the specific grant amount and vesting timeline but does not show exercises, sales, or other dispositions. Because the report covers only this grant and explicitly excludes RSUs with different terms, investors can track this specific award separately from other compensation arrangements disclosed elsewhere.

Corporate Governance Expert

TL;DR: Disclosure shows standard insider reporting compliance for an executive RSU grant filed under Section 16.

The Form 4 identifies Rebecca Fine as an officer (EVP, Global CPO) and reports the RSU grant promptly, with signature by an attorney-in-fact under a limited power of attorney. The grant’s terms disclosed in the explanation section are limited to the grant date and one-year vesting; no additional governance-related details such as performance conditions or acceleration provisions are provided in this filing. The filing meets the transactional disclosure requirement but leaves other compensation plan terms to other filings or disclosures.

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^*

Fine Rebecca

(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, Global CPO

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		17,317		(2)	(2)	Common Stock	17,317	$0	17,317	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 Rebecca Fine 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 securities were reported on the Form 4 for MODG?

The Form 4 reports a grant of 17,317 Restricted Stock Units (RSUs) to Rebecca Fine.

When was the transaction dated and when was the Form 4 filed?

The transaction date is 08/26/2025 and the Form 4 was filed on 08/28/2025.

What are the vesting terms for the RSUs granted to Rebecca Fine?

The RSUs vest on the first anniversary of the grant date (vesting on 08/26/2026).

Does the filing indicate a purchase price for the RSUs?

The filing shows a $0 price for the award, indicating an equity grant rather than a purchase.

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

The Form 4 was signed by Clinton Foss, Attorney-in-Fact for Rebecca Fine under a limited power of attorney dated November 30, 2023.