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

Rhea-AI Filing Summary

Erik J. Anderson, identified as a director of Topgolf Callaway Brands Corp. (MODG), reported a sale of common stock on 08/08/2025. The Form 4 shows a weighted average sale price of $9.2512, with individual sale prices ranging from $9.23 to $9.29. The reported sale amount was 25,704 shares, reducing the reporting person's direct holdings to 20,607 shares.

The filing also discloses substantial indirect holdings: 760,459 shares held of record by WestRiver Management, LLC and 40,476 shares held by Anderson Family Investments, LLC, of which Anderson is the sole member/manager or manager, respectively. The Form includes an explanatory note that Anderson disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

• Continues to hold substantial indirect ownership via WestRiver Management, LLC (760,459 shares) and Anderson Family Investments, LLC (40,476 shares).
• Transparent pricing disclosure: weighted average sale price provided ($9.2512) and reported price range ($9.23–$9.29).

Negative

• Director sold shares: disposition of 25,704 shares on 08/08/2025, reducing direct holdings to 20,607 shares.
• Potential perception risk from insider selling, which may draw investor attention despite substantial retained indirect stakes.

Insights

Financial Analyst

TL;DR: Director sold a modest block of shares at ~$9.25 while retaining large indirect holdings, producing a neutral market signal.

The reported sale of 25,704 shares at a weighted average price of $9.2512 represents a clear disposition by a director but is small relative to the combined indirect holdings of 800,935 shares (760,459 + 40,476). For valuation or liquidity analysis, the disclosed price range ($9.23–$9.29) provides recent transaction-level context. The filing's disclaimer of beneficial ownership and the use of LLCs are important for correctly attributing voting and economic interests.

Corporate Governance Expert

TL;DR: Insider sale followed disclosure of continued significant indirect ownership via related entities; governance impact appears limited.

The Form 4 confirms the reporting person is a director and that sales were executed on 08/08/2025. The structure—direct ownership of 20,607 shares and indirect ownership through WestRiver Management, LLC (760,459 shares) and Anderson Family Investments, LLC (40,476 shares)—means control or influence may persist despite the sale. The filing includes the required explanatory notes and a dated attorney-in-fact signature, satisfying disclosure formalities.

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
Estimated average burden
hours per response:			0.5

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^*

ANDERSON ERIK J

(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)
08/08/2025

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	08/08/2025		S		25,704	D	$9.2512(1)	20,607	D
Common Stock								760,459	I	By WestRiver Management, LLC(2)
Common Stock								40,476	I	By Anderson Family Investments, LLC(2)

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 price shown is a weighted average sale price for shares sold in multiple transactions; the sale prices ranged from $9.23 to $9.29 per share. The Reporting Person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

2. The Reporting Person is the sole member and sole manager of WestRiver Management LLC ("WestRiver Management") and the sole manager of Anderson Family Investments, LLC ("AFI"). As a result, the Reporting Person may be deemed to beneficially own the securities held of record by WestRiver Management, and AFI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

Remarks:

	/s/ Clinton Foss Attorney-in-Fact for Erik J Anderson under a Limited Power of Attorney dated January 23, 2024.	08/12/2025
	** 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 Erik J. Anderson report on the MODG Form 4?

The Form 4 reports that director Erik J. Anderson sold 25,704 shares of MODG common stock on 08/08/2025 at a weighted average price of $9.2512.

How many MODG shares does Anderson directly and indirectly own after the transaction?

After the reported sale, Anderson directly owns 20,607 shares and indirectly is reported to have 760,459 shares via WestRiver Management, LLC and 40,476 shares via Anderson Family Investments, LLC.

What price range did the Form 4 disclose for the sale of MODG shares?

The filing discloses a sale price range of $9.23 to $9.29 per share and a weighted average price of $9.2512.

What is the reporting person's relationship to the issuer (MODG)?

The Form 4 indicates the reporting person, Erik J. Anderson, is a director of Topgolf Callaway Brands Corp. (MODG).

Did the Form 4 include any disclaimers about beneficial ownership?

Yes. The filing states Anderson may be deemed to beneficially own securities held by the LLCs but disclaims beneficial ownership except to the extent of his pecuniary interest.