Topgolf Callaway Brands (NYSE: MODG) director awarded 2,169 shares of stock

Rhea-AI Filing Summary

Topgolf Callaway Brands Corp. director Varsha Rajendra Rao reported receiving 2,169 shares of common stock on December 15, 2025. The shares were issued at a stated price of $0 as part of the company’s non-employee director compensation program, in lieu of the cash retainer for the quarter ending December 31, 2025.

Following this equity grant, Rao beneficially owns 51,302 shares of Topgolf Callaway Brands common stock, held directly.

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

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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^*

Rao Varsha Rajendra

(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		2,169(1)	A	$0	51,302	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 Varsha Rajendra Rao under a Limited Power of Attorney dated December 8, 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.
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FAQ

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

The filing reports that director Varsha Rajendra Rao received 2,169 shares of Topgolf Callaway Brands common stock on December 15, 2025.

How many MODG shares does Varsha Rajendra Rao own after this transaction?

After the reported transaction, Varsha Rajendra Rao beneficially owns 51,302 shares of Topgolf Callaway Brands common stock.

What was the price of the Topgolf Callaway Brands (MODG) shares granted?

The 2,169 shares of Topgolf Callaway Brands common stock were reported with a stated price of $0 per share.

Why were the 2,169 Topgolf Callaway Brands (MODG) shares issued to the director?

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

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

The reporting person, Varsha Rajendra Rao, is identified as a director of Topgolf Callaway Brands Corp.

Is the ownership reported in this MODG Form 4 direct or indirect?

The Form 4 indicates that the 51,302 shares of Topgolf Callaway Brands common stock are held with direct ownership.