Topgolf Callaway Brands SEC Filings

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.

Callaway Golf SVP and Chief Accounting Officer Jennifer L. Thomas reported equity compensation activity involving restricted stock units (RSUs). On February 6, 2026, 2,692 RSUs vested and converted into 2,692 shares of common stock at $0 per share, consistent with RSU terms.

The company withheld 1,310 shares at $15.01 per share to cover tax obligations related to the vesting. After these transactions, Thomas directly owned 80,604 shares of Callaway Golf common stock and held 2,692 unvested RSUs from a February 6, 2024 grant that vests in three equal annual installments.

Callaway Golf SVP and Chief Accounting Officer Jennifer L. Thomas reported equity compensation activity involving restricted stock units (RSUs). On February 6, 2026, 2,692 RSUs vested and converted into 2,692 shares of common stock at $0 per share, consistent with RSU terms.

The company withheld 1,310 shares at $15.01 per share to cover tax obligations related to the vesting. After these transactions, Thomas directly owned 80,604 shares of Callaway Golf common stock and held 2,692 unvested RSUs from a February 6, 2024 grant that vests in three equal annual installments.

Callaway Golf Company’s large shareholder PEP TG Investments LP amended its ownership report after a major share sale. On January 26, 2026, PEP TG Investments LP sold 10,000,000 Callaway Golf common shares at $14.70 per share in a Rule 144 broker-dealer transaction.

After this sale, PEP TG Investments LP directly holds 11,305,290 common shares, representing about 6.1% of the company’s Outstanding Common Stock. PEP TG Investments GP LLC, as general partner, and Michael Dominguez, as sole member of the GP, may each be deemed to beneficially own the same 11,305,290 shares, subject to their stated beneficial ownership disclaimers.

PEP TG Investments LP, an entity associated with PEP TG Investments GP LLC and Michael Dominguez, sold 10,000,000 shares of Callaway Golf Company common stock in a Rule 144 transaction at $14.70 per share. Following this sale, the reporting group is shown as beneficially owning 11,175,226 shares. The filing reflects that PEP TG Investments LP holds the shares directly, while PEP TG Investments GP LLC and Michael Dominguez may be deemed to indirectly beneficially own them through their control relationships, but each disclaims beneficial ownership except to the extent of any pecuniary interest.

A selling securityholder of Callaway Golf Company has filed a notice of proposed sale under Rule 144 covering 10,000,000 shares of common stock, $0.01 par value. The shares are listed for sale through BofA Securities, Inc. on the NYSE, with an aggregate market value of $156,000,000.00 and an approximate sale date of 01/26/2026. The notice states that shares were originally acquired on 03/08/2021 in a merger with Topgolf International, Inc. in exchange for Topgolf shares. The issuer had 183,883,637 shares of this class outstanding at the time referenced.

Dimensional Fund Advisors LP has filed a Schedule 13G reporting beneficial ownership of 9,213,235 shares of Topgolf Callaway Brands Corp common stock, representing 5.0% of the class as of 12/31/2025. Dimensional reports sole voting power over 8,978,715 shares and sole dispositive power over 9,213,235 shares.

The shares are owned by various funds and accounts for which Dimensional and its subsidiaries act as investment adviser or manager, and Dimensional disclaims beneficial ownership beyond what may be deemed under Section 13(d). The holding is certified as being acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Topgolf Callaway Brands.

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. executive Rebecca Fine, EVP Global CPO, reported multiple restricted stock unit (RSU) vestings and related share withholdings on December 31, 2025. Several RSU grants vested and converted into common stock on a one-for-one basis, including tranches of 4,355, 16,152, 34,092 and 17,317 shares. In connection with these vestings, the company withheld 1,061, 3,934, 11,002 and 6,815 shares of common stock at $11.67 per share to cover tax obligations. Following all reported transactions, Fine directly holds 123,861 shares of Topgolf Callaway common stock. The filing notes that these vestings were accelerated or adjusted under the terms of her separation from the company, effective December 31, 2025.

Topgolf Callaway Brands Corp. director Varsha Rajendra Rao reported receiving 2,169 shares of common stock on December 15, 2025. The shares were issued at a stated price of $0 as part of the company’s non-employee director compensation program, in lieu of the cash retainer for the quarter ending December 31, 2025.

Following this equity grant, Rao beneficially owns 51,302 shares of Topgolf Callaway Brands common stock, held directly.

Topgolf Callaway Brands Corp. director Adebayo O. Ogunlesi reported receiving 2,386 shares of common stock on 12/15/2025. The shares were issued at $0 per share in lieu of the cash retainer otherwise payable under the company’s non-employee director compensation program for the quarter ending December 31, 2025.

After this stock grant, Ogunlesi directly beneficially owns 136,722 shares of Topgolf Callaway common stock. He also has indirect ownership of 100,000 shares through Raynham I LLC and 845,284 shares held with his spouse in joint tenancy with right of survivorship.