DE CA false 0000837465 --12-31 0000837465 2026-01-15 2026-01-15
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 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
TOPGOLF CALLAWAY BRANDS CORP.
(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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 15, 2026, Topgolf Callaway Brands Corp. (the “Company”) changed its corporate name to Callaway Golf Company pursuant to a certificate of amendment to the Company’s third restated certificate of incorporation (the “Charter Amendment”) filed with the Delaware Secretary of State on January 15, 2026 (the “Name Change”). The Board of Directors of the Company (the “Board”) approved the Name Change pursuant to Section 242 of the General Corporation Law of the State of Delaware (“DGCL”). Pursuant to the DGCL, a stockholder vote was not necessary to effectuate the Name Change, and the Name Change does not affect the rights of the Company’s stockholders.
On January 15, 2026, following the filing of the Charter Amendment, the Company subsequently filed a fourth restated certificate of incorporation (the “Restated Charter”) that combined into one document the Company’s prior third restated certificate of incorporation, as amended by the Charter Amendment to reflect the Name Change. The filing of the Restated Charter was authorized by the Board in accordance with Section 245 of the DGCL. The Company also amended and restated its bylaws (the “Amended and Restated Bylaws”) effective January 15, 2026 to reflect the Name Change. The only change to the Company’s Restated Charter and Amended and Restated Bylaws is the change of the Company’s corporate name from Topgolf Callaway Brands Corp. to Callaway Golf Company in each document.
In connection with the Name Change, the Company also announced that it intends for its shares of common stock to cease trading under the ticker symbol “MODG” and begin trading under its new ticker symbol, “CALY”, on the New York Stock Exchange, which the Company expects to be effective on or about January 16, 2026.
The foregoing description of the Charter Amendment, the Restated Charter and the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, the Restated Charter and the Amended and Restated Bylaws, copies of which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
|
|
|
| Exhibit Number |
|
Exhibit Title or Description |
|
|
| 3.1 |
|
Certificate of Amendment to Third Restated Certificate of Incorporation of Topgolf Callaway Brands Corp. |
|
|
| 3.2 |
|
Fourth Restated Certificate of Incorporation of Callaway Golf Company |
|
|
| 3.3 |
|
Amended and Restated Bylaws of Callaway Golf Company |
|
|
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
|
|
|
|
|
|
|
|
|
|
|
CALLAWAY GOLF COMPANY |
|
|
|
|
| Date: January 16, 2026 |
|
|
|
By: |
|
/s/ Heather D. McAllister |
|
|
|
|
Name: |
|
Heather D. McAllister |
|
|
|
|
Title: |
|
Senior Vice President, General Counsel and |
|
|
|
|
|
|
Corporate Secretary |
