Topgolf Callaway Brands Corp. Files 8-K
Ticker: CALY · Form: 8-K · Filed: Nov 18, 2025 · CIK: 837465
| Field | Detail |
|---|---|
| Company | Topgolf Callaway Brands Corp. (CALY) |
| Form Type | 8-K |
| Filed Date | Nov 18, 2025 |
| Risk Level | medium |
| Pages | 8 |
| Reading Time | 10 min |
| Key Dollar Amounts | $0.01, $1.1 billion, $770 million, $660 m |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-definitive-agreement, corporate-filing
TL;DR
Topgolf Callaway Brands Corp. just signed a major deal, filing an 8-K on Nov 17, 2025.
AI Summary
Topgolf Callaway Brands Corp. filed an 8-K on November 17, 2025, reporting the entry into a material definitive agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company, formerly known as Callaway Golf Co., is incorporated in Delaware and headquartered in Carlsbad, California.
Why It Matters
This 8-K filing indicates a significant new agreement for Topgolf Callaway Brands Corp., which could impact its business operations and financial performance.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.
Key Players & Entities
- Topgolf Callaway Brands Corp. (company) — Registrant
- Callaway Golf Co. (company) — Former company name
- November 17, 2025 (date) — Date of earliest event reported
- 2180 Rutherford Road, Carlsbad, California (location) — Principal executive offices address
FAQ
What type of material definitive agreement did Topgolf Callaway Brands Corp. enter into?
The filing does not specify the exact nature of the material definitive agreement, only that one was entered into on November 17, 2025.
What is the primary business of Topgolf Callaway Brands Corp.?
While not explicitly stated in this excerpt, the company's former name 'Callaway Golf Co.' and the inclusion of 'Topgolf' in its current name suggest a focus on golf equipment and golf-related entertainment.
When was Topgolf Callaway Brands Corp. previously known as Callaway Golf Co.?
The company's name changed from Callaway Golf Co. on June 12, 2007.
Where are Topgolf Callaway Brands Corp.'s principal executive offices located?
The principal executive offices are located at 2180 Rutherford Road, Carlsbad, California, 92008-7328.
What is the IRS Employer Identification Number for Topgolf Callaway Brands Corp.?
The IRS Employer Identification Number for Topgolf Callaway Brands Corp. is 95-3797580.
Filing Stats: 2,436 words · 10 min read · ~8 pages · Grade level 16.5 · Accepted 2025-11-18 16:15:17
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value per share MODG The New Yo
- $1.1 billion — d upon an equity value of approximately $1.1 billion. In connection with the Sale and relate
- $770 million — ompany expects to receive approximately $770 million in net proceeds. This estimate is based
- $660 m — ice for the Topgolf equity interests of $660 million, plus the Company's anticipated p
Filing Documents
- d55238d8k.htm (8-K) — 40KB
- d55238dex21.htm (EX-2.1) — 969KB
- d55238dex991.htm (EX-99.1) — 12KB
- g55238g1118124833720.jpg (GRAPHIC) — 4KB
- 0001193125-25-286175.txt ( ) — 1373KB
- modg-20251117.xsd (EX-101.SCH) — 3KB
- modg-20251117_lab.xml (EX-101.LAB) — 17KB
- modg-20251117_pre.xml (EX-101.PRE) — 11KB
- d55238d8k_htm.xml (XML) — 4KB
Forward-Looking Statements
Forward-Looking Statements This Current Report on Form 8-K contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. All statements other than statements of historical fact made herein are forward-looking statements, including without limitation statements relating to the proposed sale of a majority stake in the Topgolf business, the timing and expected proceeds thereof, the satisfaction of closing conditions, the entry into the Topgolf Operating Agreement and other ancillary agreements and the terms of such agreements and all other statements in this report and the exhibits furnished or filed herewith, other than historical facts. These statements are based upon current information and expectations, and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements, including the risk that the Sale may not close on the terms or timing described herein, or at all, Purchaser's and the Company's ability to satisfy the closing conditions to complete the Sale on a timely basis, or at all, and the risk of the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, without limitation, those risk factors set forth in Item 1A of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2024, well as other ri
SIGNATURES
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: November 18, 2025 By: /s/ Heather D. McAllister Name: Heather D. McAllister Title: Senior Vice President, General Counsel and Corporate Secretary