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

Rhea-AI Filing Summary

Topgolf Callaway Brands Corp. (MODG) Form 4 reports that director Adebayo O. Ogunlesi was issued 2,862 shares of common stock on 09/15/2025 at $0 per share as payment in lieu of a cash retainer under the issuer's non-employee director compensation program.

Following the reported transaction the reporting person beneficially owned 134,336 shares directly. The filing also discloses 100,000 shares held indirectly by Raynham I LLC and 845,284 shares held jointly with spouse in JTWROS. The form was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Issuance of 2,862 shares as director compensation demonstrates use of equity to compensate non-employee directors.
• Detailed ownership disclosure showing direct (134,336) and indirect (100,000 via Raynham I LLC; 845,284 JTWROS) holdings increases transparency.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity compensation resulted in a small issuance and shows director-level ownership across direct and indirect holdings.

The filing documents an equity grant of 2,862 shares issued in lieu of a cash retainer, recorded at $0 per share, which is consistent with non-employee director compensation practices. The reporting person holds 134,336 shares directly and additional indirect holdings of 100,000 shares via Raynham I LLC and 845,284 shares jointly with a spouse. The disclosure provides clear ownership breakdowns but contains no additional transactions, dispositions, or derivative activity.

Corporate Governance Expert

TL;DR: This is a standard Section 16 disclosure of director compensation and beneficial ownership structure.

The statement of changes in beneficial ownership notes shares issued under the issuer's non-employee director compensation program for the quarter ending September 30, 2025. It specifies direct and indirect ownership vehicles including an LLC and joint tenancy with spouse, and the filing is executed under a limited power of attorney. There are no reported exercises, sales, or derivative positions disclosed.

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^*

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)
09/15/2025

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	09/15/2025		A		2,862(1)	A	$0	134,336	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 September 30, 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/ Heather D. McAllister Attorney-in-Fact for Adebayo O. Ogunlesi under a Limited Power of Attorney dated December 13, 2023.	09/15/2025
	** 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 transaction did Adebayo O. Ogunlesi report on Form 4 for MODG?

The reporting person was issued 2,862 shares on 09/15/2025 at a reported price of $0 per share as compensation in lieu of a cash retainer.

How many MODG shares does the reporting person beneficially own after the transaction?

The filing reports 134,336 shares beneficially owned directly after the transaction, plus indirect holdings of 100,000 via Raynham I LLC and 845,284 held jointly with spouse.

Why were the 2,862 shares issued to the reporting person?

The shares were issued in lieu of the cash retainer otherwise payable under the issuer's non-employee director compensation program for the quarter ending September 30, 2025.

Does the Form 4 report any derivative transactions or sales by the reporting person?

No. Table II (derivative securities) shows no reported exercises, dispositions, or derivative holdings in this filing.

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

The form was signed by Heather D. McAllister, Attorney-in-Fact for Adebayo O. Ogunlesi, under a limited power of attorney dated December 13, 2023, on 09/15/2025.