TopGolf Callaway Brands Corp.

01/02/2026 | Press release | Distributed by Public on 01/02/2026 15:39

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Fine Rebecca
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
(Last) (First) (Middle)
2180 RUTHERFORD ROAD
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
(Street)
CARLSBAD, CA 92008
4. If Amendment, Date 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
(City) (State) (Zip)
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 12/31/2025 M 4,355(1) A $ 0 (2) 79,112 D
Common Stock 12/31/2025 F 1,061(3) D $11.67 78,051 D
Common Stock 12/31/2025 M 16,152(1) A $ 0 (2) 94,203 D
Common Stock 12/31/2025 F 3,934(3) D $11.67 90,269 D
Common Stock 12/31/2025 M 34,092(1) A $ 0 (2) 124,361 D
Common Stock 12/31/2025 F 11,002(3) D $11.67 113,359 D
Common Stock 12/31/2025 M 17,317(1) A $ 0 (2) 130,676 D
Common Stock 12/31/2025 F 6,815(3) D $11.67 123,861 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 (2) 12/31/2025 M 4,355(1) (4) (4) Common Stock 4,355 $ 0 0 D
Restricted Stock Units (2) 12/31/2025 M 16,152(1) (5) (5) Common Stock 16,152 $ 0 0 D
Restricted Stock Units (2) 12/31/2025 M 34,092(1) (6) (6) Common Stock 34,092 $ 0 0 D
Restricted Stock Units (2) 12/31/2025 M 17,317(1) (7) (7) Common Stock 17,317 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fine Rebecca
2180 RUTHERFORD ROAD
CARLSBAD, CA 92008
EVP, Global CPO

Signatures

/s/ Clinton Foss Attorney-in-Fact for Rebecca Fine under a Limited Power of Attorney dated November 30, 2023. 01/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the number of shares of common stock issued upon the vesting of restricted stock units ("RSUs").
(2) RSUs convert into common stock on a one-for-one basis.
(3) Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.
(4) Per the terms of the reporting persons' separation from the Company, her restricted stock units have fully vested effective December 31, 2025, relating to the 4,355 restricted stock units which were originally scheduled to vest on February 22, 2026.
(5) Per the terms of the reporting persons' separation from the Company, her restricted stock units have fully vested effective December 31, 2025, relating to the 16,152 restricted stock units which were originally scheduled to vest on February 6, 2026 and February 6, 2027.
(6) Per the terms of the reporting persons' separation from the Company, her restricted stock units have partially vested effective December 31, 2025, relating to the 34,092 restricted stock units which were originally scheduled to vest on March 14, 2026 and March 14, 2027.
(7) Per the terms of the reporting persons' separation from the Company, her restricted stock units have fully vested effective December 31, 2025, relating to the 17,317 restricted stock units which were originally scheduled to vest on August 26, 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
TopGolf Callaway Brands Corp. published this content on January 02, 2026, and is solely responsible for the information contained herein. Distributed via Edgar on January 02, 2026 at 21:39 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]