Basisstatistiken
| LEI | 5493005UB0KFRKBPCU72 |
| CIK | 837465 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Callaway Golf Company
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| June 1, 2026 |
Callaway Golf Company Announces Full Repayment of Term Loan B EX-99.1 Exhibit 99.1 Callaway Golf Company Announces Full Repayment of Term Loan B CARLSBAD, Calif., June 1, 2026 /PRNewswire/ — Callaway Golf Company (NYSE: CALY)(the “Company”) today announced that it has repaid in full the remaining approximately $163 million outstanding under its term loan B facility, following its voluntary prepayment of $1 billion of term loan B debt in January 2026. The rep |
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| June 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 1, 2026 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| May 26, 2026 |
EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made as of the 21st day of May 2026, by and between Callaway Golf Company, a Delaware corporation (the “Company”), and Thomas G. Dundon (“Indemnitee”), a director of the Company. WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance covering directors, the significant |
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| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 21, 2026 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| May 26, 2026 |
EX-10.2 Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made as of the 21st day of May 2026, by and between Callaway Golf Company, a Delaware corporation (the “Company”), and Mark D. Mandel (“Indemnitee”), a director of the Company. WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance covering directors, the significant i |
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| May 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Callaway Golf Company (Exact name of registrant as specified in its charter) Delaware 1-10962 (State or other jurisdiction of incorporation or organization) (Commission file number) 2180 Rutherford Road, Carlsbad, CA 92008 (Address of principal executive offices) (Zip code) Brian P. Lynch, |
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| May 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2026 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Callaway Golf Company (Exa |
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| May 8, 2026 |
Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of May 7, 2026 (the “Effective Date”) by and between Callaway Golf Company, a Delaware corporation, (the “Company”) and me, Mark F. Leposky, each a “Party” and collectively the “Parties.” References to this “Agreement” shall include all of the Schedules attached hereto. 1.Term. My employment hereunder (“Em |
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| May 8, 2026 |
Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of May 7, 2026 (the “Effective Date”) by and between Callaway Golf Company, a Delaware corporation, (the “Company”) and me, Glenn Hickey, each a “Party” and collectively the “Parties.” References to this “Agreement” shall include all of the Schedules attached hereto. 1.Term. My employment hereunder (“Emplo |
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| May 8, 2026 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of May 7, 2026 (the “Effective Date”), by and between Callaway Golf Company, a Delaware corporation, (the “Company”) and me, Oliver G. Brewer, III, each a “Party” and collectively the “Parties.” References to this “Agreement” shall include all of the Schedules attached hereto. 1.Term. My employment hereund |
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| May 8, 2026 |
Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of May 7, 2026 (the “Effective Date”) by and between Callaway Golf Company, a Delaware corporation, (the “Company”) and me, Angela Deskins, each a “Party” and collectively the “Parties.” References to this “Agreement” shall include all of the Schedules attached hereto. 1.Term. My employment hereunder (“Emp |
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| May 8, 2026 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of May 7, 2026 (the “Effective Date”) by and between Callaway Golf Company, a Delaware corporation, (the “Company”) and me, Brian P. Lynch, each a “Party” and collectively the “Parties.” References to this “Agreement” shall include all of the Schedules attached hereto. 1.Term. My employment hereunder (“Emp |
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| May 8, 2026 |
Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of May 7, 2026 (the “Effective Date”) by and between Callaway Golf Company, a Delaware corporation, (the “Company”) and me, Timothy Reed, each a “Party” and collectively the “Parties.” References to this “Agreement” shall include all of the Schedules attached hereto. 1.Term. My employment hereunder (“Emplo |
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| May 7, 2026 |
CALLAWAY GOLF COMPANY ANNOUNCES FIRST QUARTER 2026 RESULTS First Quarter Net Sales (+9%), Net Income from Continuing Operations (+18%) and Adjusted EBITDA (+31%) Raises Full Year 2026 Net Sales and Adjusted EBITDA Outlook HIGHLIGHTS •Q1 Non-GAAP Net Income from Continuing Operations increased 96%. |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 7, 2026 Date of Report (Date of earliest event reported) Callaway Golf Company (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10962 (Commission File Number) 95-3 |
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| April 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| April 8, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 8, 2026 |
ANNUAL REPORT 2023 ANNUAL REPORT 20252025 was a defining year of transformation and focus for our company. |
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| February 27, 2026 |
Exhibit 24.1 LIMITED POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, Erik J Anderson, a member of the Board of Directors of Callaway Golf Company, a Delaware corporation (the "Company"), with its principal executive offices in Carlsbad, California, do hereby constitute, designate and appoint each of Oliver G. Brewer III and Brian P. Lynch, each of whom are officers of the Company, as |
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| February 27, 2026 |
SECOND AMENDMENT TO OFFICER EMPLOYMENT AGREEMENT Exhibit 10.10 SECOND AMENDMENT TO OFFICER EMPLOYMENT AGREEMENT This Second Amendment to Officer Employment Agreement ("Second Amendment") is entered into effective August 29, 2022, by and between Topgolf Callaway Brands Corp., a Delaware corporation (the "Company") and Tim Reed ("Employee"). A. The Company and Employee are parties to that certain Officer Employment Agreement entered into as of Jan |
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| February 27, 2026 |
FIRST AMENDMENT TO OFFICER EMPLOYMENT AGREEMENT Exhibit 10.9 FIRST AMENDMENT TO OFFICER EMPLOYMENT AGREEMENT This First Amendment to Officer Employment Agreement ("First Amendment") is entered into effective May 22, 2013, by and between Callaway Golf Company, a Delaware corporation (the "Company") and Tim Reed ("Employee"). A. The Company and Employee are parties to that certain Officer Employment Agreement entered into as of January 28, 2013 ( |
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| February 27, 2026 |
Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Callaway Golf Company (“we,” “us,” “our” or the “Company”) has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. Description of Common Stock The following summary of the terms of our common stock is |
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| February 27, 2026 |
FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.36 FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 21, 2025, is entered into by and among the Lenders (as defined below) signatory hereto, BANK OF AMERICA, N.A., as administrative agent and as security trustee for the Lenders (in such capaci |
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| February 27, 2026 |
TOPGOLF CALLAWAY BRANDS CORP. LIST OF SUBSIDIARIES – 12.31.2025 Exhibit 19.1 TOPGOLF CALLAWAY BRANDS CORP. LIST OF SUBSIDIARIES – 12.31.2025 Subsidiaries State or Country of Incorporation or Organization Callaway Golf South Pacific Pty Ltd. Australia Callaway Golf Sales Company California Callaway Golf International Sales Company California Callaway Golf Canada Ltd. Canada Callaway Golf (Shanghai) Trading Co., Ltd. China Callaway Golf (Dongguan) Technology Ser |
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| February 27, 2026 |
FIRST AMENDMENT TO OFFICER EMPLOYMENT AGREEMENT Exhibit 10.12 FIRST AMENDMENT TO OFFICER EMPLOYMENT AGREEMENT This First Amendment to Officer Employment Agreement ("First Amendment") is effective January 1, 2026, between Topgolf Callaway Brands Corp., a Delaware corporation (the "Company") and Angela Deskins ("Employee"). A. The Company and Employee are parties to that certain Officer Employment Agreement entered into as of September 29, 2025 ( |
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| February 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 1-10962 Callaway Golf Company (Exa |
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| February 27, 2026 |
Exhibit 99.1 SUPPLEMENTAL SCHEDULES OF REPORTABLE SEGMENT DATA AND RECONCILIATION OF GAAP AND NON-GAAP INFORMATION, INCLUDING NET DEBT LEVERAGE RATIO, RECAST TO EXCLUDE HISTORICAL FINANCIAL RESULTS FOR THE TOPGOLF AND JACK WOLFSKIN BUSINESSES As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, in 2025, Callaway Golf Company (the “Company,” “we,” “our,” “us”) |
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| February 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2026 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File Number) |
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| February 27, 2026 |
AMENDMENT NO. 2 TO CREDIT AGREEMENT Exhibit 10.31 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 1, 2025, and entered into by and among TOPGOLF CALLAWAY BRANDS CORP., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) and the Lenders party hereto (constituting the Required Lenders), and is made w |
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| February 27, 2026 |
CALLAWAY GOLF COMPANY OFFICER EMPLOYMENT AGREEMENT Exhibit 10.8 CALLAWAY GOLF COMPANY OFFICER EMPLOYMENT AGREEMENT This Officer Employment Agreement ("Agreement") is entered into as of January 28, 2013 (the “Effective Date”) by and between Callaway Golf Company, a Delaware corporation, (the "Company") and Tim Reed ("Employee"). 1. TERM. The Company hereby employs Employee and Employee hereby accepts employment pursuant to the terms and provisions |
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| February 27, 2026 |
TOPGOLF CALLAWAY BRANDS CORP. OFFICER EMPLOYMENT AGREEMENT Exhibit 10.11 TOPGOLF CALLAWAY BRANDS CORP. OFFICER EMPLOYMENT AGREEMENT This Officer Employment Agreement ("Agreement") is entered into as of September 29, 2025 (the “Effective Date”) by and between Topgolf Callaway Brands Corp., a Delaware corporation, (the "Company") and Angela Deskins ("Employee"). 1. TERM. The Company hereby employs Employee and Employee hereby accepts employment pursuant to |
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| February 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 12, 2026 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File Number) |
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| February 12, 2026 |
CALLAWAY GOLF COMPANY ANNOUNCES FOURTH QUARTER AND FULL YEAR 2025 RESULTS CALLAWAY GOLF COMPANY ANNOUNCES FOURTH QUARTER AND FULL YEAR 2025 RESULTS HIGHLIGHTS •Company returns to its roots as a leading pure play golf equipment company after selling Jack Wolfskin and a 60% stake in the Topgolf businesses. |
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| January 16, 2026 |
FOURTH RESTATED CERTIFICATE OF INCORPORATION CALLAWAY GOLF COMPANY EX-3.2 Exhibit 3.2 FOURTH RESTATED CERTIFICATE OF INCORPORATION OF CALLAWAY GOLF COMPANY Callaway Golf Company (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that: 1. The name of the Corporation is Callaway Golf Company. The Corporation was originally incorporated under the name Callaway Golf Company. The Corporation’s origina |
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| January 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 15, 2026 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 16, 2026 |
EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF CALLAWAY GOLF COMPANY (A DELAWARE CORPORATION) (as Amended and Restated Effective January 15, 2026) INDEX ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Notice of Business to be Brought Before a Meeting 1 2.4 Notice of Nominations for E |
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| January 16, 2026 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD RESTATED CERTIFICATE OF INCORPORATION OF TOPGOLF CALLAWAY BRANDS CORP. Topgolf Callaway Brands Corp. (the “Corporation”), a corporation organized and existing under the law of the State of Delaware, hereby certifies as follows: 1. The Third Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the text of Art |
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| January 7, 2026 |
Exhibit 99.1 Topgolf Callaway Brands Completes Sale of Majority Stake of Topgolf to Leonard Green & Partners. Announces Repayment of $1 Billion of Debt and New $200 Million Stock Repurchase Program •Company to change corporate name back to Callaway Golf Company and change ticker symbol to CALY CARLSBAD, Calif., Jan. 5, 2026 /PRNewswire/ - Topgolf Callaway Brands Corp. (the “Company” or “Topgolf Ca |
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| January 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 1, 2026 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File Nu |
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| January 7, 2026 |
TOPGOLF CALLAWAY BRANDS CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 TOPGOLF CALLAWAY BRANDS CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Effective January 1, 2026, Topgolf Callaway Brands Corp. (the “Company”) and Callaway TG Holdco Inc., a wholly-owned direct subsidiary of the Company (“NewCo” and, together with the Company, the “Sellers”), completed the previously announced sale of a 60% stake in the Topgolf and Toptracer bu |
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| January 7, 2026 |
Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TOPGOLF TOPCO, LLC, a Delaware Limited Liability Company Dated as of January 1, 2026 THE UNITS OF TOPGOLF TOPCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE SECURITI |
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| December 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 2, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commis |
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| November 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 24, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commi |
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| November 25, 2025 |
Topgolf Callaway Brands to Participate in Jefferies Virtual Fireside Chat EX-99.1 Exhibit 99.1 Topgolf Callaway Brands to Participate in Jefferies Virtual Fireside Chat Carlsbad, Calif./ November 24, 2025 / Topgolf Callaway Brands Corp. (the “Company” or “Topgolf Callaway Brands”) (NYSE: MODG) today announced that President and Chief Executive Officer Chip Brewer will participate in a virtual fireside chat hosted by Jefferies analyst Randy Konik on November 25 at 9:00 a |
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| November 18, 2025 |
EX-2.1 Exhibit 2.1 EQUITY PURCHASE AGREEMENT DATED AS OF NOVEMBER 17, 2025 BY AND AMONG TOPGOLF CALLAWAY BRANDS CORP., CALLAWAY TG HOLDCO INC. AND LGP TG AGGREGATOR LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 19 ARTICLE II PURCHASE AND SALE Section 2.01 Purchase and Sale of the Purchased Equity 20 Section 2.02 |
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| November 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 17, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commi |
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| November 18, 2025 |
EX-99.1 Exhibit 99.1 TOPGOLF CALLAWAY BRANDS ANNOUNCES AN AGREEMENT TO SELL A MAJORITY STAKE IN ITS TOPGOLF BUSINESS TO LEONARD GREEN & PARTNERS Leonard Green to acquire a 60% interest in Topgolf with Topgolf Callaway Brands retaining a 40% stake Topgolf Callaway Brands to receive ~$770 million in net proceeds CARLSBAD, CA /November 18, 2025/ Topgolf Callaway Brands Corp. (the “Company” or “Topgol |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Topgolf Callaway Brand |
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| November 6, 2025 |
TOPGOLF CALLAWAY BRANDS ANNOUNCES THIRD QUARTER 2025 RESULTS RAISES FULL YEAR 2025 GUIDANCE TOPGOLF CALLAWAY BRANDS ANNOUNCES THIRD QUARTER 2025 RESULTS RAISES FULL YEAR 2025 GUIDANCE HIGHLIGHTS •Q3 Revenue from the ongoing business (excluding Jack Wolfskin) grew 3% year-over-year. |
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| November 6, 2025 |
As filed with the Securities and Exchange Commission on November 6, 2025 S-8 As filed with the Securities and Exchange Commission on November 6, 2025 Registration No. |
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| November 6, 2025 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Topgolf Callaway Brands Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.01 par value per share Other 17,409,893 $ 8.865 $ 154,338,701.44 0.0001381 $ 21,314.17 |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 6, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File N |
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| August 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 25, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Topgolf Callaway Brands Cor |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 6, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File Num |
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| August 6, 2025 |
TOPGOLF CALLAWAY BRANDS ANNOUNCES SECOND QUARTER 2025 RESULTS RAISES FULL YEAR 2025 GUIDANCE TOPGOLF CALLAWAY BRANDS ANNOUNCES SECOND QUARTER 2025 RESULTS RAISES FULL YEAR 2025 GUIDANCE HIGHLIGHTS •Q2 consolidated Net Revenue of $1,111 million and Adjusted EBITDA both exceeded expectations. |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 29, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commissio |
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| July 31, 2025 |
TOPGOLF CALLAWAY BRANDS ANNOUNCES RESIGNATION OF ARTIE STARRS, CEO OF TOPGOLF EX-99.1 Exhibit 99.1 TOPGOLF CALLAWAY BRANDS ANNOUNCES RESIGNATION OF ARTIE STARRS, CEO OF TOPGOLF CARLSBAD, CA /July 31, 2025/ Topgolf Callaway Brands Corp. (the “Company” or “Topgolf Callaway Brands,” “we,” “our,” “us”) (NYSE: MODG) announced the resignation of Artie Starrs, who is expected to remain with the Company through September 2025 to assist with an orderly transition. The Company confir |
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| June 5, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 31, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission |
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| June 5, 2025 |
Topgolf Callaway Brands Completes Sale of Jack Wolfskin to ANTA Sports Exhibit 99.1 Topgolf Callaway Brands Completes Sale of Jack Wolfskin to ANTA Sports CARLSBAD, Calif., June 2, 2025 /PRNewswire/ - Topgolf Callaway Brands Corp. (NYSE: MODG) (“Topgolf Callaway Brands” or the “Company”) is pleased to announce the successful completion of the sale of its Jack Wolfskin business to ANTA Sports for $290 million, subject to certain customary closing adjustments. The tran |
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| June 5, 2025 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On May 31, 2025, Topgolf Callaway Brands Corp. (the “Company”) completed the previously announced sale of 100% of the outstanding equity interests of Callaway Germany Holdco GmbH, which owns various entities that operate the Jack Wolfskin business (“Jack Wolfskin”), to Anca Holdco GmbH & Co. KG (the “Purchaser”), an indir |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 29, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Topgolf Callaway Brands Corp. (Exact name of registrant as specified in its charter) Delaware 1-10962 (State or other jurisdiction of incorporation or organization) (Commission file number) 2180 Rutherford Road, Carlsbad, CA 92008 (Address of principal executive offices) (Zip code) Brian P |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Topgolf Callaway Brands Co |
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| May 12, 2025 |
TOPGOLF CALLAWAY BRANDS ANNOUNCES FIRST QUARTER 2025 RESULTS TOPGOLF CALLAWAY BRANDS ANNOUNCES FIRST QUARTER 2025 RESULTS HIGHLIGHTS •Q1 consolidated Net Revenue of $1,092 million and strong Adjusted EBITDA both outperformed expectations. |
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| May 12, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 12, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File Numbe |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 16, 2025 |
ANNUAL REPORT 2023 ANNUAL REPORT 20245 2024 was a year of both challenges and progress for Topgolf Callaway Brands. |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 9, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of |
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| April 10, 2025 |
Topgolf Callaway Brands Announces Agreement to Sell Jack Wolfskin to ANTA Sports EX-99.1 Exhibit 99.1 Topgolf Callaway Brands Announces Agreement to Sell Jack Wolfskin to ANTA Sports (CARLSBAD, Calif.) April 10, 2025 – Topgolf Callaway Brands Corp. (NYSE: MODG) (“Topgolf Callaway Brands” or the “Company”) announced that it has entered into an agreement to sell its Jack Wolfskin business to ANTA Sports for a base price of $290 million in cash, subject to net working capital and |
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| April 10, 2025 |
Exhibit 10.1 THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 9, 2025, is entered into by and among the Lenders (as defined below) signatory hereto, BANK OF AMERICA, N.A., as administrative agent and as security trustee for the Lenders (in such capacity, “Ag |
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| April 10, 2025 |
Exhibit 2.1 Deed no. 1066 W/2025 Sale & Purchase Agreement On ninth/tenth of April in two thousand twenty-five, appeared before me, Dr. Robert Walz, notary in Munich, with the official residence in Prannerstraße 4, 80333 Munich, Germany, in the premises of Morgan, Lewis & Bockius LLP, Königinstraße 9 in 80539 Munich, Germany: 1. Mr. Michael Korbik, born on *, resident in Bornheim (Rheinland), |
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| March 3, 2025 |
Exhibit 19.1 TOPGOLF CALLAWAY BRANDS CORP. Insider Trading Policy Executive Summary •All officers, directors and employees, as well as their family members and controlled entities, are subject to this Insider Trading Policy. •All material nonpublic information must be kept confidential. •Trading in Company securities while in possession of material nonpublic information is prohibited. •Trading in |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 1-10962 Topgolf Callaway Brands Co |
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| March 3, 2025 |
Exhibit 21.1 TOPGOLF CALLAWAY BRANDS CORP. LIST OF SUBSIDIARIES – 12.31.2024 Subsidiaries State or Country of Incorporation or Organization Callaway Golf South Pacific Pty Ltd. Australia Callaway Golf Sales Company California Callaway Golf International Sales Company California Callaway Golf Canada Ltd. Canada Callaway Golf (Shanghai) Trading Co., Ltd. China Callaway Golf (Dongguan) Technology Ser |
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| March 3, 2025 |
Exhibit 24.1 LIMITED POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, Erik J Anderson, a member of the Board of Directors of Topgolf Callaway Brands Corp, a Delaware corporation (the "Company"), with its principal executive offices in Carlsbad, California, do hereby constitute, designate and appoint each of Oliver G. Brewer III and Brian P. Lynch, each of whom are officers of the Comp |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 24, 2025 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File |
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| February 24, 2025 |
TOPGOLF CALLAWAY BRANDS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 RESULTS TOPGOLF CALLAWAY BRANDS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 RESULTS HIGHLIGHTS •Q4 consolidated Net Revenue growth of 3% and strong Adjusted EBITDA growth both outperformed guidance. |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 11, 2024 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commi |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 12, 2024 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File |
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| November 12, 2024 |
TOPGOLF CALLAWAY BRANDS ANNOUNCES THIRD QUARTER 2024 RESULTS Exhibit 99.1 TOPGOLF CALLAWAY BRANDS ANNOUNCES THIRD QUARTER 2024 RESULTS HIGHLIGHTS •Q3 Consolidated Revenues and Adjusted EBITDA were ahead of expectations. •The Callaway brand maintained its #1 position in U.S. market share in total golf clubs and achieved record U.S. market share in golf ball. •The Company further strengthened its available liquidity position to $863 million, increasing $129 m |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Topgolf Callaway Brand |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Topgolf Callaway Brands Corp (Name of Issuer) Common Stock (Title of Class of Securities) 131193104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| September 4, 2024 |
Exhibit 99.1 TOPGOLF CALLAWAY BRANDS ANNOUNCES INTENT TO SEPARATE INTO TWO INDEPENDENT COMPANIES Separation Will Create a Leading Golf Equipment and Active Lifestyle Company with Strong Free Cash Flow and the Category Leading, High-Growth, Pure-Play Venue-Based Golf Entertainment Business Both Businesses Will Have Strong Balance Sheets, Positive Free Cash Flow and the Required Scale to be Leaders |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2024 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employe |
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| August 7, 2024 |
Exhibit 99.1 TOPGOLF CALLAWAY BRANDS ANNOUNCES SECOND QUARTER 2024 RESULTS Announces Formal Strategic Review of Topgolf Including Organic and Inorganic Alternatives HIGHLIGHTS •Q2 Net Income of $62 million, Non-GAAP Net Income of $83 million, and Adjusted EBITDA of $206 million were all ahead of expectations. •Q2 Consolidated Revenues were down 1.9% year-over-year and full year Revenue and Adjuste |
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| August 7, 2024 |
Exhibit 10.1 SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 2, 2024, is entered into by and among the Lenders (as defined below) signatory hereto, BANK OF AMERICA, N.A., as administrative agent and as security trustee for the Lenders (in such capacity, “A |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Topgolf Callaway Brands Cor |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2024 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File Num |
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| July 24, 2024 |
Filing Fee Table, filed herewith. Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Topgolf Callaway Brands Corp. |
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| July 24, 2024 |
As filed with the Securities and Exchange Commission on July 24, 2024 Table of Contents As filed with the Securities and Exchange Commission on July 24, 2024 Registration No. |
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| July 24, 2024 |
Form of Indenture, filed herewith. Exhibit 4.4 TOPGOLF CALLAWAY BRANDS CORP. INDENTURE Dated as of , 20 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 6 Section 2.1. I |
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| July 24, 2024 |
Power of Attorney, filed herewith. Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Oliver. G. Brewer, III and Brian P. Lynch, and each of them, with full power of substitution and resubstitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her and in his or her name |
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| July 24, 2024 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
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| July 1, 2024 |
July 1, 2024 Brian Lynch Chief Financial Officer Topgolf Callaway Brands Corp. 2180 Rutherford Road Carlsbad , CA 92008 Re: Topgolf Callaway Brands Corp. 10-K for the year ended December 31, 2023 File No. 1-10962 Dear Brian Lynch : We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwi |
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| June 26, 2024 |
Topgolf Callaway Brands Corp. 2180 Rutherford Road Carlsbad, CA 92008-7328 T (760) 931 1771 VIA EDGAR June 26, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 11, 2024 |
United States securities and exchange commission logo June 11, 2024 Brian Lynch Chief Financial Officer Topgolf Callaway Brands Corp. |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 30, 2024 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission |
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| June 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 31, 2024 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission |
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| May 30, 2024 |
VIA EDGAR May 30, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Topgolf Callaway Brands Corp. (Exact name of registrant as specified in its charter) Delaware 1-10962 (State or other jurisdiction of incorporation or organization) (Commission file number) 2180 Rutherford Road, Carlsbad, CA 92008 (Address of principal executive offices) (Zip code) Brian P |
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| May 8, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is dated as of March 19, 2024, and entered into by and among TOPGOLF CALLAWAY BRANDS CORP., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), at the direction of and on behalf of the Lenders described in Section 2.A. hereof |
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| May 8, 2024 |
TOPGOLF CALLAWAY BRANDS ANNOUNCES STRONG FIRST QUARTER 2024 RESULTS Exhibit 99.1 TOPGOLF CALLAWAY BRANDS ANNOUNCES STRONG FIRST QUARTER 2024 RESULTS HIGHLIGHTS •Q1 Revenue of $1.144 billion and Topgolf same venue sales of -7% – both in line with expectations. •Net Income of $7 million, Non-GAAP Net Income of $16 million and Adjusted EBITDA of $161 million – all ahead of expectations. •Company reaffirmed full year Adjusted EBITDA guidance and increased full year ea |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Topgolf Callaway Brands Co |
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| May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 8, 2024 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File Number |
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| May 8, 2024 |
Exhibit 10.2 FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 10, 2024, is entered into by and among the Lenders (as defined below) signatory hereto, BANK OF AMERICA, N.A., as administrative agent and as security trustee for the Lenders (in such capacity, “A |
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| May 7, 2024 |
Topgolf Callaway Brands Corp. 2180 Rutherford Road Carlsbad, CA 92008-7328 T (760) 931 1771 May 7, 2024 Via Edgar Ms. Claire Erlanger United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Re: Topgolf Callaway Brands Corp. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K furnished February 13, 2024 Dear Ms. Erlanger: We are writing in response to your letter dated May 1, 2024 (the “C |
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| May 1, 2024 |
United States securities and exchange commission logo May 1, 2024 Brian Lynch Chief Financial Officer Topgolf Callaway Brands Corp. |
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| April 18, 2024 |
ANNUAL REPORT 2023 ANNUAL REPORT 20235 To My Fellow Shareholders, I am pleased to report the game of golf continues to benefit from growth in participation and Topgolf Callaway Brands remains uniquely well positioned to capitalize on this growth. |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 19, 2024 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commissi |
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| March 21, 2024 |
TOPGOLF CALLAWAY BRANDS SUCCESSFULLY COMPLETES DEBT REPRICING EX-99.1 Exhibit 99.1 TOPGOLF CALLAWAY BRANDS SUCCESSFULLY COMPLETES DEBT REPRICING CARLSBAD, Calif., March 21, 2024/PRNewswire/ – Topgolf Callaway Brands Corp. (NYSE: MODG) (“Topgolf Callaway Brands” or the “Company”) today announced the repricing of its term loan, thereby lowering its future interest costs. Summary of Transaction • Successfully repriced the existing $1.24 billion Topgolf Callaway |
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| February 29, 2024 |
Exhibit 24.1 LIMITED POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, Erik J Anderson, a member of the Board of Directors of Topgolf Callaway Brands Corp, a Delaware corporation (the "Company"), with its principal executive offices in Carlsbad, California, do hereby constitute, designate and appoint each of Oliver G. Brewer III and Brian P. Lynch, each of whom are officers of the Comp |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 1-10962 Topgolf Callaway Brands Co |
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| February 29, 2024 |
Exhibit 21.1 Subsidiaries State or Country of Incorporation or Organization Callaway Golf South Pacific Pty Ltd. Australia Callaway Golf Sales Company California Callaway Golf International Sales Company California Callaway Golf Canada Ltd. Canada Callaway Golf (Shanghai) Trading Co., Ltd. China Callaway Golf (Dongguan) Technology Service Co., Ltd. China Callaway Golf Ball Operations, Inc. Delawar |
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| February 29, 2024 |
Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Topgolf Callaway Brands Corp. (“we,” “us,” “our” or the “Company”) has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. Description of Common Stock The following summary of the terms of our common |
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| February 29, 2024 |
Exhibit 97.1 TOPGOLF CALLAWAY BRANDS CORP. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Topgolf Callaway Brands Corp. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of August 30, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1.Persons Su |
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| February 14, 2024 |
MODG / Topgolf Callaway Brands Corp. / SHAPIRO CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2024 |
MODG / Topgolf Callaway Brands Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Topgolf Callaway Brands Corp Title of Class of Securities: Common Stock CUSIP Number: 131193104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| February 13, 2024 |
TOPGOLF CALLAWAY BRANDS ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2023 RESULTS Exhibit 99.1 TOPGOLF CALLAWAY BRANDS ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2023 RESULTS HIGHLIGHTS •Consolidated full year revenue growth of 7%. •Consolidated Cash from Operations of $365 million and $221 million of Embedded Cash Flow.1 •Topgolf business delivers full year 1% Same Venue Sales growth and positive Free Cash Flow. •Golf Equipment maintained strong U.S. market share in 2023 including |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 13, 2024 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File |
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| January 8, 2024 |
MODG / Topgolf Callaway Brands Corp. / BlackRock Inc. Passive Investment SC 13G/A 1 us1311931042010824.txt us1311931042010824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 17) Topgolf Callaway Brands Corp - (Name of Issuer) Common Stock - (Title of Class of Securities) 131193104 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appr |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Topgolf Callaway Brand |
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| November 8, 2023 |
TOPGOLF CALLAWAY BRANDS ANNOUNCES THIRD QUARTER 2023 RESULTS Exhibit 99.1 TOPGOLF CALLAWAY BRANDS ANNOUNCES THIRD QUARTER 2023 RESULTS HIGHLIGHTS •Topgolf continues to drive efficiencies and delivered strong venue-level margins. •On-course golf participation and engagement remain strong; and Callaway sustained its strong U.S. market share including #1 year-to-date in Woods, Drivers, Fairway Woods, Hybrids, and Irons, as well as its brand position as a leade |
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| November 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 8, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File N |
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| November 1, 2023 |
TOPGOLF CALLAWAY ACQUIRES BIGSHOTS GOLF, STRENGTHENING ITS LEADERSHIP IN OFF-COURSE GOLF Exhibit 99.1 TOPGOLF CALLAWAY ACQUIRES BIGSHOTS GOLF, STRENGTHENING ITS LEADERSHIP IN OFF-COURSE GOLF CARLSBAD, Calif., November 1, 2023/PRNewswire/ – Topgolf Callaway Brands Corp. (NYSE: MODG) (the “Company” or “Topgolf Callaway Brands”) announced today that it has purchased certain assets from Invited, Inc. (“Invited”), the largest owner and operator of private golf clubs in the US, rel |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commis |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 29, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Comm |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Topgolf Callaway Brands Cor |
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| August 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File Num |
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| August 8, 2023 |
TOPGOLF CALLAWAY BRANDS ANNOUNCES SECOND QUARTER 2023 RESULTS Exhibit 99.1 TOPGOLF CALLAWAY BRANDS ANNOUNCES SECOND QUARTER 2023 RESULTS HIGHLIGHTS •Company delivered strong Q2 results consistent with expectations and reaffirms full year 2023 revenue and Adjusted EBITDA guidance •Topgolf delivered same venue sales growth within the guidance range, marking the seventh consecutive quarter of growth •Topgolf opened 2 new venues in the U.S. and remains on plan t |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commissi |
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| June 9, 2023 |
EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF TOPGOLF CALLAWAY BRANDS CORP. (A DELAWARE CORPORATION) (as Amended and Restated Effective June 6, 2023) INDEX ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Notice of Business to be Brought Before a Meeting 1 2.4 Notice of Nominations f |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 6, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission |
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| June 9, 2023 |
EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made as of the 6th day of June, 2023, by and between Topgolf Callaway Brands Corp., a Delaware corporation (the “Company”), and Charles Matthew Turney (“Indemnitee”), a director of the Company. WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance covering directors, |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 1, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Topgolf Callaway Brands Corp. (Exact name of registrant as specified in its charter) Delaware 1-10962 (State or other jurisdiction of incorporation or organization) (Commission file number) 2180 Rutherford Road, Carlsbad, CA 92008 (Address of principal executive offices) (Zip code) Brian P |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission |
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| May 10, 2023 |
Exhibit 10.3 Execution Version CREDIT AGREEMENT Dated as of March 16, 2023 among TOPGOLF CALLAWAY BRANDS CORP., as the Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., MUFG SECURITIES AMERICAS INC., and TRUIST SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners and JPMORGAN CH |
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| May 10, 2023 |
Exhibit 10.2 EXECUTION VERSION TOPGOLF CALLAWAY BRANDS CORP. (formerly known as Callaway Golf Company), CALLAWAY GOLF SALES COMPANY, CALLAWAY GOLF BALL OPERATIONS, INC., OGIO INTERNATIONAL, INC., TRAVISMATHEW, LLC, JACK WOLFSKIN NORTH AMERICA, INC., and TOP GOLF USA INC. as U.S. Borrowers, Canadian Facility Guarantors, U.K./Dutch Facility Guarantors and German Facility Guarantors, CALLAWAY GOLF CA |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Topgolf Callaway Brands Co |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File Number |
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| May 9, 2023 |
TOPGOLF CALLAWAY BRANDS ANNOUNCES FIRST QUARTER 2023 RESULTS Exhibit 99.1 TOPGOLF CALLAWAY BRANDS ANNOUNCES FIRST QUARTER 2023 RESULTS HIGHLIGHTS •Q1 2023 revenue and Adjusted EBITDA exceeded expectations •Topgolf delivered same venue sales growth of 11% compared to Q1 2022, marking six consecutive quarters of reported same venue sales growth •Topgolf venue profitability and return metrics are improving versus the Company’s previously disclosed long-term ta |
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| April 20, 2023 |
ANNUAL REPORT 2022Duringmy20+yearsasaCEOinthegolfindustry,IcansaywithconfidencethatIhaveneverbeen moreencouragedorpassionateaboutthefutureofthegameandtheopportunitythispresentsTopgolf CallawayBrands. |
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| April 20, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 28, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commissi |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 16, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commissi |
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| March 16, 2023 |
TOPGOLF CALLAWAY BRANDS SUCCESSFULLY COMPLETES DEBT REFINANCING EX-99.1 Exhibit 99.1 TOPGOLF CALLAWAY BRANDS SUCCESSFULLY COMPLETES DEBT REFINANCING CARLSBAD, Calif., March 16, 2023 /PRNewswire/ – Topgolf Callaway Brands Corp. (NYSE: MODG) (“Topgolf Callaway Brands” or the “Company”) today announced the completion of a series of related transactions in support of a comprehensive plan to refinance its capital structure. Through these transactions, the Company s |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 16, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commissi |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 6, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commissio |
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| March 1, 2023 |
Exhibit 24.1 LIMITED POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, Erik J Anderson, a member of the Board of Directors of Topgolf Callaway Brands Corp, a Delaware corporation (the "Company"), with its principal executive offices in Carlsbad, California, do hereby constitute, designate and appoint each of Oliver G. Brewer III and Brian P. Lynch, each of whom are officers of the Comp |
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| March 1, 2023 |
s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Topgolf Callaway Brands Corp. (“we,” “us,” “our” or the “Company”) has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. Description of Common Stock The following summary of the terms of our common |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 1-10962 Topgolf Callaway Brands Co |
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| March 1, 2023 |
Exhibit 21.1 Subsidiaries State or Country of Incorporation or Organization Callaway Golf South Pacific Pty Ltd. Australia Callaway Golf Sales Company California Callaway Golf International Sales Company California Callaway Golf Canada Ltd. Canada Callaway Golf (Shanghai) Trading Co., Ltd. China Callaway Golf (Dongguan) Technology Service Co., Ltd. China Callaway Golf Ball Operations, Inc. Delawar |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 21, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employe |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 14, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employe |
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| February 17, 2023 |
Exhibit 10.1 Execution Copy SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 14, 2023, is entered into by and among the Lenders (as defined below) signatory hereto, BANK OF AMERICA, N.A., as administrative agent and as security trustee for the Lende |
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| February 9, 2023 |
ELY / Callaway Golf Co / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Topgolf Callaway Brands Corp. Title of Class of Securities: Common Stock CUSIP Number: 131193104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| February 9, 2023 |
Exhibit 99.1 TOPGOLF CALLAWAY BRANDS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS Record Revenue Reflects Continued Strength Across All Operating Segments Raises Full Year 2023 Revenue and Adjusted EBITDA Outlook Fourth Quarter and Full Year 2022 Highlights •Q4 net revenue increased 19.6% compared to 2021 •Q4 seasonal operating loss improved 36.6% compared to 2021, or 42.4% on a non-GAAP ba |
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| February 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 9, 2023 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File N |
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| January 25, 2023 |
ELY / Callaway Golf Co / BlackRock Inc. Passive Investment SC 13G/A 1 us1311931042012523.txt us1311931042012523.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 16) Topgolf Callaway Brands Corp - (Name of Issuer) Common Stock - (Title of Class of Securities) 131193104 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appr |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 16, 2022 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employe |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Topgolf Callaway Brand |
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| November 4, 2022 |
Exhibit 10.1 FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 16, 2021, is entered into by and among the Lenders (as defined below) signatory hereto, BANK OF AMERICA, N.A., as administrative agent and as security trustee for the Lenders (in such capacit |
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| November 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 3, 2022 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10962 (Commission File N |
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| November 3, 2022 |
Exhibit 99.1 TOPGOLF CALLAWAY BRANDS CORP. ANNOUNCES RECORD THIRD QUARTER 2022 RESULTS AND RAISES FULL YEAR GUIDANCE Third Quarter Revenue Increase Driven by Strength Across All Segments Introduces Full Year 2023 Revenue and Adjusted EBITDA Outlook •Q3 2022 consolidated net revenues of $988.5 million, an increase of 15.4%, or 21.3% on a constant currency basis, compared to Q3 2021 •Q3 2022 GAAP in |
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| September 28, 2022 |
Exhibit 10.1 Execution Copy SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of September 23, 2022, is entered into by and among the Lenders (as defined below) signatory hereto, BANK OF AMERICA, N.A., as administrative agent and as security trustee for the Lenders |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 23, 2022 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Comm |
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| September 7, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 7, 2022 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commi |
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| September 7, 2022 |
TOPGOLF CALLAWAY BRANDS CORP. TO ATTEND GOLDMAN SACHS 29TH ANNUAL GLOBAL RETAILING CONFERENCE Exhibit 99.1 TOPGOLF CALLAWAY BRANDS CORP. TO ATTEND GOLDMAN SACHS 29TH ANNUAL GLOBAL RETAILING CONFERENCE CARLSBAD, Calif., September 7, 2022 /PRNewswire/ ? Topgolf Callaway Brands Corp. (NYSE: MODG) (?Topgolf Callaway Brands? or the ?Company?) announced today that it will be attending the Goldman Sachs 29th Annual Global Retailing Conference on September 7, 2022 in New York, NY. The Company?s pr |
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| September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 6, 2022 Date of Report (Date of earliest event reported) TOPGOLF CALLAWAY BRANDS CORP. (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commi |
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| September 6, 2022 |
Exhibit 3.3 EIGHTH AMENDED AND RESTATED BYLAWS OF TOPGOLF CALLAWAY BRANDS CORP. (A DELAWARE CORPORATION) (as Amended and Restated Effective September 6, 2022) INDEX ARTICLE I Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought Before a Meeting 1 |
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| September 6, 2022 |
Certificate of Amendment to Second Restated Certificate of Incorporation of Callaway Golf Company Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND RESTATED CERTIFICATE OF INCORPORATION OF CALLAWAY GOLF COMPANY Callaway Golf Company (the ?Corporation?), a corporation organized and existing under the law of the State of Delaware, hereby certifies as follows: 1. The Second Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the text of Article I thereof and in |
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| September 6, 2022 |
Exhibit 3.2 THIRD RESTATED CERTIFICATE OF INCORPORATION OF TOPGOLF CALLAWAY BRANDS CORP. Topgolf Callaway Brands Corp. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that: 1. The name of the Corporation is Topgolf Callaway Brands Corp. The Corporation was originally incorporated under the name Callaway Golf Company. The Corpor |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Callaway Golf Company (Exac |
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| August 5, 2022 |
CALLAWAY GOLF COMPANY OFFICER EMPLOYMENT AGREEMENT This Officer Employment Agreement ("Agreement") is entered into as of March 8, 2021 (the ?Effective Date?) by and between Callaway Golf Company, a Delaware corporation, (the "Company") and Rebecca Fine ("Employee"). |
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| August 4, 2022 |
CALLAWAY GOLF COMPANY ANNOUNCES RECORD SECOND QUARTER 2022 RESULTS AND RAISES FULL YEAR GUIDANCE Exhibit 99.1 CALLAWAY GOLF COMPANY ANNOUNCES RECORD SECOND QUARTER 2022 RESULTS AND RAISES FULL YEAR GUIDANCE Second Quarter Revenue Increase Driven by Strong Demand and Strength Across All Segments Topgolf Delivers 8% Growth in Same Venue Sales Compared to 2019 Q2 2022 consolidated net revenues increased $202.1 million to $1,115.7 million, an increase of 22.1% compared to Q2 2021 Q2 2022 GAAP net |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2022 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| June 8, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 8, 2022 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 8, 2022 |
CALLAWAY GOLF COMPANY ANNOUNCES A NON-DEAL ROADSHOW WITH JP MORGAN AND BANK OF AMERICA Exhibit 99.1 CALLAWAY GOLF COMPANY ANNOUNCES A NON-DEAL ROADSHOW WITH JP MORGAN AND BANK OF AMERICA CARLSBAD, Calif., June 8, 2022 /PRNewswire/ - Callaway Golf Company (NYSE: ELY) announced today that it will be meeting with investors on June 8th and 9th, 2022, in a non-deal roadshow with meetings hosted by JP Morgan and Bank of America. The Company?s presentation materials can be accessed through |
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| May 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 25, 2022 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Callaway Golf Company (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 2180 Rutherford Road, Carlsbad, CA 92008 (Address of princip |
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| May 26, 2022 |
Callaway Golf Company Announces New $100 Million Stock Repurchase Program Exhibit 99.1 Callaway Golf Company Announces New $100 Million Stock Repurchase Program CARLSBAD, Calif., May 26, 2022 /PRNewswire/ ? Callaway Golf Company (NYSE: ELY) (the ?Company?) announced today that the Board of Directors has authorized the Company to repurchase up to $100 million of the Company?s common stock in open market or in private transactions. The Company will assess market condition |
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| May 25, 2022 |
As filed with the Securities and Exchange Commission on May 25, 2022 As filed with the Securities and Exchange Commission on May 25, 2022 Registration No. |
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| May 25, 2022 |
Exhibit 10.2 Callaway Golf Company Recipient: Performance Stock Unit Grant Effective Grant Date: Number of Performance Stock Units: Plan: 2022 Incentive Plan CALLAWAY GOLF COMPANY, a Delaware corporation (the ?Company?), has elected to grant to you, Recipient named above, a performance stock unit award subject to the restrictions and on the terms and conditions set forth below, in consideration fo |
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| May 25, 2022 |
Exhibit 10.3 Callaway Golf Company Recipient: Employee/Consultant Effective Grant Date: Restricted Stock Unit Grant Number of Restricted Stock Units/Equivalent Shares: Plan: 2022 Incentive Plan CALLAWAY GOLF COMPANY, a Delaware corporation (the ?Company?), has elected to grant to you, Recipient named above, a Restricted Stock Unit award subject to the restrictions and on the terms and conditions s |
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| May 25, 2022 |
Calculation of Filing Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Callaway Golf Company (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0. |
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| May 10, 2022 |
CALLAWAY GOLF COMPANY ANNOUNCES RECORD FIRST QUARTER 2022 RESULTS AND INCREASES 2022 OUTLOOK Exhibit 99.1 CALLAWAY GOLF COMPANY ANNOUNCES RECORD FIRST QUARTER 2022 RESULTS AND INCREASES 2022 OUTLOOK First Quarter Revenue Increase Driven by Strong Demand, Improved Supply and Strength Across All Segments Topgolf Delivers Positive 2.3% Same Venue Sales Growth Compared to 2019 Q1 2022 consolidated net revenues increased $388.6 million (+59.6% compared to Q1 2021) to $1,040.2 million Q1 2022 G |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Callaway Golf Company (Exa |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2022 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2022 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission File |
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| April 26, 2022 |
Exhibit 99.1 Callaway Golf Company Holds Investor Day and Sets Long-Term Financial Targets Strategic Mix Shift to Higher Growth-Oriented Segments Expected to Drive Sustainable Growth Through 2025 and Beyond Topgolf Segment Showcases Significant Runway for Growth, Underpinned by Expectations to Open 11 Company-Owned Venues Annually Through 2025 Provides Fiscal First Quarter 2022 Financial Update CA |
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| April 8, 2022 |
DEF 14A 1 d201924ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| March 15, 2022 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made as of the 15th day of March 2022, by and between Callaway Golf Company, a Delaware corporation (the ?Company?), and Varsha R. Rao (?Indemnitee?), a director of the Company. WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance covering directors, the significant increase |
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| March 15, 2022 |
Varsha Rao Named to Board of Directors of Callaway Golf Company Exhibit 99.1 Contacts: Brian Lynch Lauren Scott (760) 931-1771 Varsha Rao Named to Board of Directors of Callaway Golf Company CARLSBAD, CA, March 15, 2022 /PRNewswire/ Callaway Golf Company (the ?Company?) (NYSE:ELY) today announced that it has increased the size of the Company?s Board of Directors (the ?Board?) from thirteen to fourteen members, and that Varsha Rao has been appointed to the Boar |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 15, 2022 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission File |
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| March 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 8, 2022 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission File N |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 1-10962 Callaway Golf Company (Exa |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 March 1, 2022 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission File N |
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| March 1, 2022 |
Exhibit 4.5 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (this ?Agreement?) is made and entered into as of October 27, 2020, by and among Callaway Golf Company, a Delaware corporation (the ?Company?), Topgolf International, Inc., a Delaware corporation (?Assignor?), and PEP TG Investments LP (including any successors or the assignees, ?Purchase |
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| March 1, 2022 |
Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Callaway Golf Company (“we,” “us,” “our” or the “Company”) has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. Description of Common Stock The following summary of the terms of our common stock is |
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| March 1, 2022 |
Exhibit 24.1 LIMITED POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, Erik J Anderson, a member of the Board of Directors of Callaway Golf Company, a Delaware corporation (the "Company"), with its principal executive offices in Carlsbad, California, do hereby constitute, designate and appoint each of Brian P. Lynch and Sarah E. Kim, each of whom are officers of the Company, as my true |
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| March 1, 2022 |
Exhibit 21.1 Subsidiaries State or Country of Incorporation or Organization Callaway Golf South Pacific Pty Ltd. Australia Callaway Golf Sales Company California Callaway Golf International Sales Company California Callaway Golf Canada Ltd. Canada Callaway Golf (Shanghai) Trading Co., Ltd. China Callaway Golf (Dongguan) Technology Service Co., Ltd. China Callaway Golf Ball Operations, Inc. Delawar |
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| February 17, 2022 |
Exhibit 99.1 Callaway Golf Company Lender Presentation February 17, 2022 IMPORTANT NOTICES Forward-looking Statements. During the presentation, any comments made about future plans, events, financial results, performance, prospects, or growth opportunities, including statements relating to the Company?s and Topgolf?s financial outlook (including revenue, Adjusted EBITDA/EBITDAR and capital expendi |
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| February 17, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 February 17, 2022 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 10, 2022 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of inc |
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| February 10, 2022 |
Exhibit 99.1 CALLAWAY GOLF COMPANY ANNOUNCES RECORD FOURTH QUARTER AND FULL YEAR 2021 RESULTS; PROVIDES INITIAL 2022 OUTLOOK Full Year Revenue Nearly Doubled to Over $3 Billion Fourth Quarter Outperformance Driven by Strong Topgolf Same Venue Sales Expect All Business Segments to Grow in 2022 -Full Year 2021 consolidated net revenue of $3.1 billion, +97% year-over-year; Q4 2021 consolidated net re |
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| February 9, 2022 |
ELY / Callaway Golf Co / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Callaway Golf Co. Title of Class of Securities: Common Stock CUSIP Number: 131193104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??R |
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| February 1, 2022 |
ELY / Callaway Golf Co / BlackRock Inc. Passive Investment us1311931042020122.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 15) CALLAWAY GOLF COMPANY - (Name of Issuer) Common Stock - (Title of Class of Securities) 131193104 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| December 6, 2021 |
Bavan M. Holloway Named to Board of Directors of Callaway Golf Company Exhibit 99.1 Contacts: Brian Lynch Lauren Scott (760) 931-1771 Bavan M. Holloway Named to Board of Directors of Callaway Golf Company CARLSBAD, CA, December 6, 2021 /PRNewswire/ Callaway Golf Company (the ?Company?) (NYSE:ELY) today announced that it has increased the size of the Company?s Board of Directors from twelve to thirteen members, and that Bavan M. Holloway has been appointed to the Boar |
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| December 6, 2021 |
Indemnification Agreement, dated December 6, 2021, between the Company and Bavan M. Holloway Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made as of the 6th day of December 2021, by and between Callaway Golf Company, a Delaware corporation (the ?Company?), and Bavan M. Holloway (?Indemnitee?), a director of the Company. WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance covering directors, the significant in |
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| December 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 6, 2021 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of inco |
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| November 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 30, 2021 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 17, 2021 |
ELY / Callaway Golf Co / PEP TG Investments LP - SC 13D/A Activist Investment SC 13D/A 1 brhc10030944sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 Callaway Golf Company (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 131193104 (CUSIP Number) Providence Equity Partners L.L.C. 50 Kennedy Plaza, 18th Floor Providence, R |
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| November 9, 2021 |
Exhibit 99.1 Callaway Golf Company Announces Record Financial Results For Third Quarter 2021 And Increases Full Year 2021 Guidance High-Demand for Golf Equipment and Apparel Continues Topgolf Revenue Driven by Strong Walk-in Traffic and Social Events Business - Q3 2021 consolidated net revenue increased $381 million (+80%) to $856 million - Q3 2021 GAAP net loss of $(16) million and non-GAAP net i |
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| November 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2021 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of inco |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Callaway Golf Company |
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| October 1, 2021 |
ELY / Callaway Golf Co / WestRiver Management, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Callaway Golf Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 131193104 (CUSIP Number) Trent Dawson WestRiver Management, LLC 920 5th Ave, Ste 3450 Seattle, WA 98104 425-952-3950 Copy to: David Clarke, Esq. |
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| September 22, 2021 |
ELY / Callaway Golf Co / PEP TG Investments LP - SC 13D/A Activist Investment SC 13D/A 1 brhc10029168sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Callaway Golf Company (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 131193104 (CUSIP Number) Providence Equity Partners L.L.C. 50 Kennedy Plaza, 18th Floor Providence, R |
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| September 16, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 15, 2021 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission F |
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| September 16, 2021 |
Exhibit 1.1 Callaway Golf Company 4,000,000 Shares of Common Stock Underwriting Agreement September 15, 2021 Goldman Sachs & Co. LLC, As representative (the ?Representative?) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 Ladies and Gentlemen: The stockholder of Callaway Golf Company, a Delaware corporation (the ?C |
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| September 16, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-259537 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Offered Amount to be Registered(1) Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, par value $0.01 per share 4,600,000 $29.25 $134,550,000.00 $14,679.41 (1) Includes 600,000 shares of common sto |
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| September 15, 2021 |
Subject to Completion Preliminary Prospectus Supplement dated September 15, 2021 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-259537 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are |
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| September 15, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 15, 2021 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission F |
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| September 15, 2021 |
As filed with the Securities and Exchange Commission on September 15, 2021 Table of Contents As filed with the Securities and Exchange Commission on September 15, 2021 Registration No. |
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| September 15, 2021 |
Exhibit 99.1 Consolidated Financial Statements and Report of Independent Auditors Topgolf International, Inc. January 3, 2021, December 29, 2019 and December 30, 2018 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Audited Consolidated Financial Statements Report of Ernst & Young LLP, independent auditors 1 Consolidated Balance Sheets as of January 3, 2021 and December 29, 2019 2 Consolidated Stat |
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| September 15, 2021 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
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| September 15, 2021 |
Power of Attorney, filed herewith. EX-24.1 6 d349542dex241.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Oliver. G. Brewer, III and Brian P. Lynch, and each of them, with full power of substitution and resubstitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act f |
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| September 15, 2021 |
CALLAWAY GOLF COMPANY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.2 CALLAWAY GOLF COMPANY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The unaudited pro forma condensed combined financial information gives effect to Callaway Golf Company?s (?Callaway? or the ?Company?) merger with Topgolf International, Inc. (?Topgolf?) which closed on March 8, 2021 (the ?Merger?), further described in Note 1?Description of Transaction. We are providing |
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| September 15, 2021 |
Form of Indenture, filed herewith. EX-4.4 2 d349542dex44.htm EX-4.4 Exhibit 4.4 CALLAWAY GOLF COMPANY INDENTURE Dated as of , 20 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SE |
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| September 7, 2021 |
Callaway Golf Company Provides Business Update And Increases Financial Outlook Exhibit 99.1 Callaway Golf Company Provides Business Update And Increases Financial Outlook CARLSBAD, Calif., Sept. 7, 2021 /PRNewswire/ - Callaway Golf Company (the "Company" or "Callaway") (NYSE: ELY) today provided a business update and increased its financial outlook for the third quarter and full year 2021. "I am very pleased with how our teams are navigating the rapidly changing business env |
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| September 7, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 7, 2021 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of inc |
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| August 9, 2021 |
Exhibit 10.7 CALLAWAY GOLF COMPANY OFFICER EMPLOYMENT AGREEMENT This Officer Employment Agreement ("Agreement") is entered into as of April 5, 2021 (the "Effective Date") by and between Topgolf International, Inc., a Delaware corporation, (the "Company") and Arthur Starrs ("Employee"). 1. TERM. The Company hereby employs Employee and Employee hereby accepts employment pursuant to the terms and pro |
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| August 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 9, 2021 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Callaway Golf Company (Exac |
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| August 9, 2021 |
Callaway Golf Company Announces Record Financial Results For Second Quarter And First Half 2021 EX-99.1 2 d203210dex991.htm EX-99.1 Exhibit 99.1 Callaway Golf Company Announces Record Financial Results For Second Quarter And First Half 2021 FULL YEAR 2021 OUTLOOK REFLECTS OUTPERFORMANCE IN ALL SEGMENTS - Q2 2021 consolidated net revenue increased $617 million (+208%) to $914 million - Golf equipment and soft goods revenue increased 98% to a record $588 million - Topgolf overperformed with $3 |
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| May 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Callaway Golf Company (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 2180 Rutherford Road, Carlsbad, CA 92008 (Address of principal |
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| May 20, 2021 |
EX-3.1 2 d147657dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF CALLAWAY GOLF COMPANY Callaway Golf Company (the “Corporation”), a corporation organized and existing under the law of the State of Delaware, hereby certifies as follows: 1. That the name of the Corporation is Callaway Golf Company. The Corporation’s original Certificate of Incorpo |
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| May 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 19, 2021 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 20, 2021 |
Exhibit 3.2 SECOND RESTATED CERTIFICATE OF INCORPORATION OF CALLAWAY GOLF COMPANY Callaway Golf Company (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that: 1. The name of the Corporation is Callaway Golf Company. The Corporation?s original Certificate of Incorporation was filed with the Secretary of State of the State of Dela |
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| May 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2021 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) Delaware 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission file number 001-10962 Callaway Golf Company (Exa |
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| May 10, 2021 |
Exhibit 10.7 CALLAWAY GOLF COMPANY OFFICER EMPLOYMENT AGREEMENT This Officer Employment Agreement ("Agreement") is entered into as of April 5, 2021 (the "Effective Date") by and between Topgolf International, Inc., a Delaware corporation, (the "Company") and Arthur Starrs ("Employee"). 1. TERM. The Company hereby employs Employee and Employee hereby accepts employment pursuant to the terms and pro |
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| May 10, 2021 |
Exhibit 99.1 Callaway Golf Company Announces Record Financial Results For The First Quarter Of 2021; Topgolf Acquisition Exceeds Expectations; And Callaway Increases Financial Projections - First quarter 2021 consolidated Net Revenue of $652 million, a new record for the Company and a 47% increase compared to the first quarter of 2020. - First quarter 2021 Net Income of $272 million compared to $2 |
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| May 7, 2021 |
us1311931042050621.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 14) CALLAWAY GOLF COMPANY - (Name of Issuer) Common Stock - (Title of Class of Securities) 131193104 - (CUSIP Number) April 30, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| April 20, 2021 |
DEFA14A 1 d134404ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
