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

Rhea-AI Filing Summary

Russell L. Fleischer, a director of Topgolf Callaway Brands Corp. (MODG), was issued 2,992 shares of Common Stock on 09/15/2025 as payment in lieu of the cash retainer under the issuer's non-employee director compensation program. The shares were issued at a price of $0 and increased his reported direct beneficial ownership to 130,990 shares. The Form 4 was signed on his behalf by an attorney-in-fact, and no derivative transactions were reported. The filing reflects a routine director equity grant rather than a market purchase or sale.

Insights

Financial Analyst

TL;DR: Routine director equity grant of 2,992 shares; modest ownership change with no cash outlay reported.

This Form 4 documents a non-employee director compensation issuance rather than an open-market trade. The issuance of 2,992 shares at $0 increased disclosed direct holdings to 130,990 shares, indicating compensation paid in stock for the quarter ending September 30, 2025. For investors, this is a non-cash alignment of interests but is not a material capital event given the relatively small share increment and absence of derivative activity.

Corporate Governance Expert

TL;DR: Standard governance practice: director retainer converted to equity; executed under the company’s compensation program.

The filing clearly states the shares were issued in lieu of the cash retainer under the issuer's non-employee director compensation program. The reporting was made by a director and executed by an attorney-in-fact, consistent with procedural norms. There are no indications of accelerated vesting, related-party transactions beyond the director relationship, or additional governance actions disclosed in this Form 4.

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)
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		2,992(1)	A	$0	130,990	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 September 30, 2025.

Remarks:

	/s/ Heather D. McAllister Attorney-in-Fact for Russell L. Fleischer under a Limited Power of Attorney dated December 9, 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 did Russell L. Fleischer report on Form 4 for MODG?

The Form 4 reports issuance of 2,992 shares of Common Stock to Russell L. Fleischer on 09/15/2025, increasing his direct ownership to 130,990 shares.

Why were the 2,992 shares issued to the director?

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.

Was there a cash price for the shares reported on the Form 4?

The filing shows a price of $0 for the issued shares, indicating they were paid as compensation rather than purchased for cash.

Did the Form 4 report any derivative transactions or sales by the director?

No. The filing includes only a non-derivative issuance of common stock and reports no derivative securities or disposals.

Who signed the Form 4 for the reporting person?

The Form 4 was signed on behalf of Russell L. Fleischer by Heather D. McAllister, Attorney-in-Fact, under a limited power of attorney dated December 9, 2023.