Every 8-K that Topgolf Callaway Brands Corp. (MODG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MODG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MODG filings page.
Callaway Golf Company has fully repaid the remaining approximately $163 million outstanding under its term loan B facility, after voluntarily prepaying $1 billion of term loan B debt in January 2026. The repayment was funded entirely with cash on hand, simplifying the company’s capital structure.
Immediately after this repayment, Callaway Golf reported approximately $53 million of remaining gross debt, including approximately $44 million under its Japan ABL facility and approximately $9 million of equipment notes and finance leases, along with over $150 million of unrestricted cash and cash equivalents. Management expects lower future cash interest expense and greater financial flexibility, and continues to expect to end the year in a net cash to zero net leverage position.
Callaway Golf Company reported results from its 2026 Annual Meeting of Shareholders and related board actions. Thomas G. Dundon and Mark D. Mandel were elected to the Board and each entered into the Company’s standard indemnification agreement for non-employee directors, which covers legal expenses and liabilities arising from service, with expense advances subject to possible reimbursement after final determinations.
Shareholders voted on three proposals. Of the 181,976,071 common shares outstanding as of the record date, 160,373,469 were represented at the meeting. All nominated directors were elected with strong majorities; for example, Mark D. Mandel received 145,294,838 votes for and 594,819 against. Shareholders ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, with 156,259,310 votes for and 3,553,082 against. On an advisory basis, shareholders also approved executive compensation, with 136,918,067 votes for and 8,942,872 against.
Callaway Golf Company reported strong first quarter 2026 results and raised its full-year outlook. Net sales from continuing operations grew 9.2% to $687.5 million, driven by a 9.5% increase in Golf Equipment and 8.4% growth in Apparel, Gear and Other. GAAP net income from continuing operations rose to $74.9 million, while non-GAAP net income from continuing operations nearly doubled to $111.8 million. Adjusted EBITDA increased 31.1% to $163.7 million, supported by higher sales and gross margin expansion to 47.5%.
The company ended March 31, 2026 in a net cash position, with $500 million of cash and $474 million of debt, and fully repaid $258 million of convertible notes on May 1. Callaway repurchased $79 million of common stock through April, buying 5.6 million shares at an average price of $14.08. Management increased its 2026 net sales outlook to $2.015–$2.070 billion and Adjusted EBITDA outlook to $211–$233 million, and guided Q2 2026 net sales to $585–$610 million with Adjusted EBITDA of $98–$108 million.
Callaway Golf Company is providing supplemental, recast financial data to reflect the 2025 sales of its Jack Wolfskin and Topgolf businesses and a new two-segment structure: Golf Equipment, and Apparel, Gear and Other. Results for Topgolf and Jack Wolfskin are now treated as discontinued operations.
On this basis, 2025 net sales from continuing operations were $2,060.1 million versus $2,077.7 million in 2024, a modest decline of 0.8%. Income from continuing operations before income taxes was $87.6 million, down from $111.5 million, while diluted GAAP earnings per share from continuing operations were $0.21.
The recast non‑GAAP schedules show 2025 trailing twelve‑month adjusted EBITDA of $222.4 million compared with $261.2 million in 2024. A net debt leverage table highlights a sharp improvement in leverage, with total net debt falling from $1,032.2 million and 4.0x leverage at December 31, 2024 to $576.3 million and 2.6x at December 31, 2025, and a pro forma net cash position after the Topgolf closing.
Callaway Golf Company reported fourth-quarter and full-year 2025 results and detailed a major portfolio reshaping. The company sold Jack Wolfskin and a 60% stake in Topgolf, using proceeds to repay $1 billion of term debt and eliminate Topgolf-related lease liabilities.
Immediately after the Topgolf transaction on January 1 2026, Callaway held about $680 million of cash and $480 million of gross debt, moving into a net cash position. 2025 net sales from continuing operations were $2,060.1 million, down 0.8%, while net income from continuing operations fell to $38.8 million from $93.4 million, and Adjusted EBITDA from continuing operations declined to $222.4 million from $261.2 million, pressured by about $34 million of incremental tariffs and higher incentive compensation.
For 2026, Callaway guides net sales to $1.98 billion–$2.05 billion and Adjusted EBITDA from continuing operations to $170 million–$195 million. The company plans to repay $258 million of convertible notes maturing in May 2026 and begin a $200 million share repurchase program, aiming to remain at net cash to zero net leverage.
Topgolf Callaway Brands Corp. completed the previously announced sale of a 60% stake in its Topgolf and Toptracer businesses to LGP TG Aggregator, LLC, an affiliate of Leonard Green & Partners, effective January 1, 2026. The transaction generated approximately $800 million in net proceeds, including a $660 million purchase price for the Topgolf equity interests plus proceeds from related financings, net of fees, cash sold and estimated closing adjustments. Net cash proceeds may change based on customary post-closing adjustments under the purchase agreement.
Following the sale, the Topgolf business will be governed by an operating agreement for Topgolf Topco, LLC, with a six‑member board of managers. The purchaser can appoint three managers and the company can initially appoint two. The company faces a two‑year restriction on transferring its TopCo interests except in limited circumstances, after which it may sell to third parties subject to rights of first offer and tag‑along rights. The company retains specified consent and consultation rights over key TopCo actions while it maintains certain ownership thresholds and is entitled to quarterly tax distributions.
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.
Topgolf Callaway Brands Corp. (MODG) filed a current report announcing that it issued a press release on November 24, 2025. The release states that the company will participate in a Jefferies Virtual Fireside Chat, which is a conference-style investor event hosted by Jefferies.
The press release is provided as Exhibit 99.1 to the report and is furnished under Regulation FD, which is intended to ensure broad, fair disclosure of information to the market. No financial results, transactions, or other material changes to the company’s operations are described in this report.
Topgolf Callaway Brands Corp. is selling a 60% stake in its Topgolf and Toptracer business to an affiliate of Leonard Green & Partners. The deal values Topgolf’s equity at approximately $1.1 billion, with the purchaser paying $660 million for the 60% indirect equity interest. Including related financing transactions, the company expects to receive about $770 million in net proceeds after fees and purchase price adjustments.
The transaction will be executed through a new holding structure in which a newly formed subsidiary, TopCo, will own 100% of Topgolf before closing. At closing, the purchaser will own 60% of TopCo and the company will retain 40%. Governance will be set by an operating agreement giving the purchaser three of six initial board seats and the company two, with board designation and consent rights tied to the company’s future ownership levels. The sale is expected to close in the first quarter of 2026, subject to regulatory approvals, absence of a material adverse effect, completion of reorganization steps and other customary closing conditions, with mutual termination rights if key conditions are not met by March 17, 2026.
Topgolf Callaway Brands (MODG) furnished an update on its business by issuing a press release and hosting a conference call covering financial results for the third quarter ended September 30, 2025. The press release, furnished as Exhibit 99.1, is captioned “Topgolf Callaway Brands Announces Third Quarter 2025 Results, Raises Full Year 2025 Guidance,” indicating an upward revision to 2025 guidance. The information provided under Item 2.02 is furnished and shall not be deemed “filed” under Section 18 of the Exchange Act.
Topgolf Callaway Brands Corp. reported that director Scott M. Marimow resigned from its Board of Directors effective August 25, 2025. The company stated that his resignation was not due to any disagreement regarding its operations, policies, or practices, indicating it is considered a cooperative transition rather than a dispute.
Following his departure, on August 26, 2025 the Board decided to reduce its size to 10 directors, rather than appointing an immediate replacement. This change slightly streamlines the Board’s structure but does not, on its face, signal any shift in the company’s stated governance approach.