Welcome to our dedicated page for Topgolf Callaway Brands SEC filings (Ticker: MODG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Callaway Golf Company filings document the company’s operating results, portfolio realignment, capital structure, and governance following its transition from Topgolf Callaway Brands. Recent 8-K disclosures include quarterly and annual financial results, supplemental segment schedules, GAAP to non-GAAP reconciliations, and the company’s current reportable segments: Golf Equipment and Apparel, Gear and Other.
The filing record also documents completed divestitures involving Jack Wolfskin and a majority stake in Topgolf and Toptracer, related debt repayment, share repurchase activity, convertible-note settlement, and material agreements governing the retained Topgolf interest. Governance filings cover board composition and stockholder-agreement matters.
Topgolf Callaway Brands Corp. reported that director Russell L. Fleischer acquired 2,494 shares of common stock on December 15, 2025 at a price of $0 per share. Following this grant, he beneficially owns 133,484 shares held directly.
The shares were issued in lieu of the cash retainer that would otherwise have been payable to him under the company’s non-employee director compensation program for the quarter ending December 31, 2025.
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.
Shapiro Capital Management LLC filed Amendment No. 1 to Schedule 13G reporting beneficial ownership of 9,001,867 shares of Topgolf Callaway Brands (MODG), representing 4.9% of the class as of 09/30/2025.
The filer reports 8,103,867 shares with sole voting power and 898,000 with shared voting power; sole dispositive power over 9,001,867 shares and no shared dispositive power. The filing states the securities are held in the ordinary course and not for the purpose of changing or influencing control. The shares are held for advisory clients of Shapiro Capital, and no single client has more than five percent of the class.
Topgolf Callaway Brands (MODG) filed its Q3 2025 10-Q. The company reported total net revenues of $934.0 million versus $1,012.9 million a year ago, with a net loss of $14.7 million compared to a $3.6 million loss. Year‑to‑date, net revenues were $3,136.8 million versus $3,314.9 million and net income was $7.7 million versus $65.0 million.
Segment performance mixed: Topgolf revenue rose to $472.2 million from $453.2 million, while Golf Equipment edged up to $305.3 million from $293.5 million. Active Lifestyle declined to $156.5 million from $266.2 million. U.S. revenue was $749.9 million versus $724.6 million; Europe and Asia decreased.
Balance sheet improved in liquidity and leverage. Cash and cash equivalents were $865.6 million versus $445.0 million at December 31, 2024, aided by $286.0 million net proceeds from the Jack Wolfskin divestiture and offset by a pre‑tax loss on sale of $23.6 million. Long‑term debt, net fell to $1,191.5 million from $1,457.9, and convertible notes, net of $257.4 million are classified current. Shares outstanding were 183,883,637 as of October 29, 2025. The company continues to pursue a separation of Topgolf, subject to customary conditions.
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.
Varsha Rajendra Rao, a director of Topgolf Callaway Brands Corp. (MODG), received 2,602 shares of common stock as compensation. The report shows the shares were issued in lieu of the cash retainer payable under the issuer's non-employee director compensation program for the quarter ending September 30, 2025.
After the issuance the reporting person beneficially owned 49,133 shares in a direct ownership form. The transaction is recorded as an acquisition at a $0 price, reflecting an in-kind issuance rather than an open-market purchase.
Varsha Rajendra Rao, a director of Topgolf Callaway Brands Corp. (MODG), received 2,602 shares of common stock as compensation. The report shows the shares were issued in lieu of the cash retainer payable under the issuer's non-employee director compensation program for the quarter ending September 30, 2025.
After the issuance the reporting person beneficially owned 49,133 shares in a direct ownership form. The transaction is recorded as an acquisition at a $0 price, reflecting an in-kind issuance rather than an open-market purchase.
Topgolf Callaway Brands Corp. (MODG) Form 4 reports that director Adebayo O. Ogunlesi was issued 2,862 shares of common stock on 09/15/2025 at $0 per share as payment in lieu of a cash retainer under the issuer's non-employee director compensation program.
Following the reported transaction the reporting person beneficially owned 134,336 shares directly. The filing also discloses 100,000 shares held indirectly by Raynham I LLC and 845,284 shares held jointly with spouse in JTWROS. The form was signed by an attorney-in-fact on behalf of the reporting person.
Topgolf Callaway Brands Corp. (MODG) Form 4 reports that director Adebayo O. Ogunlesi was issued 2,862 shares of common stock on 09/15/2025 at $0 per share as payment in lieu of a cash retainer under the issuer's non-employee director compensation program.
Following the reported transaction the reporting person beneficially owned 134,336 shares directly. The filing also discloses 100,000 shares held indirectly by Raynham I LLC and 845,284 shares held jointly with spouse in JTWROS. The form was signed by an attorney-in-fact on behalf of the reporting person.
Russell L. Fleischer, a director of Topgolf Callaway Brands Corp. (MODG), was issued 2,992 shares of Common Stock on 09/15/2025 as payment in lieu of the cash retainer under the issuer's non-employee director compensation program. The shares were issued at a price of $0 and increased his reported direct beneficial ownership to 130,990 shares. The Form 4 was signed on his behalf by an attorney-in-fact, and no derivative transactions were reported. The filing reflects a routine director equity grant rather than a market purchase or sale.
Russell L. Fleischer, a director of Topgolf Callaway Brands Corp. (MODG), was issued 2,992 shares of Common Stock on 09/15/2025 as payment in lieu of the cash retainer under the issuer's non-employee director compensation program. The shares were issued at a price of $0 and increased his reported direct beneficial ownership to 130,990 shares. The Form 4 was signed on his behalf by an attorney-in-fact, and no derivative transactions were reported. The filing reflects a routine director equity grant rather than a market purchase or sale.