Topgolf Callaway Brands (NYSE: MODG) announces board change as Matthew Turney resigns

Rhea-AI Filing Summary

Topgolf Callaway Brands Corp. reported a change in its board of directors. On December 2, 2025, C. Matthew Turney resigned as a director. He had been designated to the board by DDFS Partnership, LP (referred to as Dundon) under a Stockholders Agreement tied to his role as Chief Financial Officer of Dundon Capital Partners. The company states that his resignation from the board is due to his departure from his role at Dundon Capital Partners and not because of any disagreement with the company’s operations, policies, or practices.

Following his resignation, the board decided to reduce its size to nine directors. Dundon is evaluating its options to designate a new person for appointment to the board under its existing rights in the Stockholders Agreement, which could lead to another Dundon-affiliated representative joining the board in the future.

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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)		(Commission File Number)		(IRS Employer Identification No.)

2180 RUTHERFORD ROAD, CARLSBAD, CALIFORNIA		92008-7328
(Address of principal executive offices)		(Zip Code)

(760) 931-1771

Registrant’s telephone number, including area code

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		MODG		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 2, 2025, C. Matthew Turney resigned as a director of Topgolf Callaway Brands Corp. (the “Company”). Mr. Turney had served as the Chief Financial Officer of Dundon Capital Partners and had been designated for election as a director by DDFS Partnership, LP (“Dundon”) pursuant to its rights under the Stockholders Agreement dated October 27, 2020 (the “Stockholders Agreement”) by and among the Company, Dundon and certain other stockholders party thereto. Mr. Turney’s decision to resign from the Company’s board of directors (the “Board”) was due to his departure from his role with Dundon Capital Partners, and not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following Mr. Turney’s resignation, the Board determined that the size of the Board would be reduced to nine directors. Dundon is currently evaluating its options to designate a new person for appointment to the Board pursuant to its rights under the Stockholders Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				TOPGOLF CALLAWAY BRANDS CORP.
Date: December 5, 2025				By:		/s/ Heather D. McAllister
				Name:		Heather D. McAllister
				Title:		Senior Vice President, General Counsel and Corporate Secretary

FAQ

Why did C. Matthew Turney resign from Topgolf Callaway Brands Corp. (MODG)'s board?

C. Matthew Turney resigned as a director on December 2, 2025 because he departed from his role as Chief Financial Officer of Dundon Capital Partners. The company states his resignation was not due to any disagreement with its operations, policies, or practices.

What is Dundon’s role in Topgolf Callaway Brands Corp. (MODG)'s board composition?

DDFS Partnership, LP, referred to as Dundon, holds rights under an October 27, 2020 Stockholders Agreement to designate a person for election to the board. Mr. Turney had been designated by Dundon under these rights.

How did the board size of Topgolf Callaway Brands Corp. (MODG) change after the resignation?

After Mr. Turney’s resignation, the board of Topgolf Callaway Brands Corp. determined that the size of the board would be reduced to nine directors.

Will Dundon designate a new director to the Topgolf Callaway Brands Corp. (MODG) board?

The company states that Dundon is currently evaluating its options to designate a new person for appointment to the board under its rights in the Stockholders Agreement.

Did C. Matthew Turney’s resignation involve any dispute with Topgolf Callaway Brands Corp. (MODG)?

No. The company notes that Mr. Turney’s decision to resign from the board was not the result of any disagreement with Topgolf Callaway Brands Corp. on matters related to its operations, policies, or practices.

What agreement governs Dundon’s board designation rights at Topgolf Callaway Brands Corp. (MODG)?

Dundon’s right to designate a director is set out in a Stockholders Agreement dated October 27, 2020 among Topgolf Callaway Brands Corp., Dundon, and certain other stockholders.