Every material Form 8-K Callaway Golf has filed with the SEC since April 10, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Callaway Golf reported third quarter 2026 net sales of $436.9 million, down 5.6% from a year earlier, while GAAP net income was $45.7 million compared with a net loss of $14.7 million in the prior-year quarter. The company raised its full-year 2026 net sales and Adjusted EBITDA outlook, but still expects fourth-quarter results to be down year over year.
Q3 Adjusted EBITDA was $35.9 million, up 17.3%; GAAP gross margin rose to 51.9%, up about 1,210 basis points.
Full-year 2026 net sales outlook raised to $2.065 billion to $2.078 billion, from $2.045 billion to $2.070 billion.
Full-year 2026 Adjusted EBITDA outlook raised to $272 million to $280 million, from $246 million to $260 million.
Q4 2026 net sales are estimated at $328 million to $341 million, versus $368 million a year earlier.
Callaway Golf reported second quarter 2026 net sales of $612.2 million, up 2.0% from a year earlier, and GAAP net income from continuing operations of $75.8 million, up 66.6%. The company raised its full-year 2026 Adjusted EBITDA outlook to $246 million to $260 million, from $211 million to $233 million previously, and its net sales outlook to $2.045 billion to $2.070 billion. The company also repaid $258 million of convertible notes and $163 million of term loan B debt during the quarter.
Net sales of $612.2 million rose 2.0%, with Golf Equipment up 4.5% and Apparel, Gear and Other down 3.6%.
GAAP diluted earnings per share from continuing operations were $0.40, versus $0.24 a year earlier.
GAAP gross margin rose about 620 basis points to 50.1%.
Full-year 2026 Adjusted EBITDA outlook raised to $246 million to $260 million; the company has $120 million of repurchase authority remaining.
At its May 21, 2026 annual meeting, Callaway Golf shareholders elected nine directors, including Thomas G. Dundon and Mark D. Mandel, and approved all three proposals. The company also signed its standard indemnification agreements with Dundon and Mandel, covering expenses, judgments and settlements to the fullest extent permitted under Delaware law.
Thomas G. Dundon and Mark D. Mandel were elected to the board on May 21, 2026.
Mandel received 145,294,838 votes for and 594,819 against; Dundon received 143,624,916 for and 2,266,864 against.
Shareholders ratified Deloitte & Touche LLP as independent auditor for fiscal 2026, with 156,259,310 votes for.
In an advisory vote, shareholders approved executive compensation with 136,918,067 votes for and 8,942,872 against.
Callaway Golf reported first-quarter 2026 net sales of $687.5 million, up 9.2% from a year earlier, and GAAP diluted earnings per share from continuing operations of $0.38, up from $0.33. The company raised its full-year 2026 net sales and Adjusted EBITDA outlook, which matters to shareholders because it signals higher expected results for the year, though the filing notes some first-quarter timing benefits.
Net sales rose to $687.5 million from $629.6 million, with Golf Equipment up 9.5% and Apparel, Gear and Other up 8.4%.
Full-year 2026 net sales outlook raised to $2.015 billion to $2.070 billion, from $1.98 billion to $2.05 billion previously.
Full-year 2026 Adjusted EBITDA outlook raised to $211 million to $233 million, from $170 million to $195 million previously.
GAAP net income from continuing operations was $74.9 million, after a $27.7 million loss from equity method investments; the company settled $258 million of convertible notes on May 1, 2026.
Callaway Golf reported fourth-quarter and full-year 2025 results on February 12, 2026. Full-year net sales fell 0.8% to $2.06 billion and GAAP earnings per diluted share dropped to $0.21 from $0.50, while adjusted EBITDA from continuing operations was $222.4 million, down $38.8 million. The company guided 2026 adjusted EBITDA to $170 million to $195 million, and reported net cash of about $680 million in cash against about $480 million of debt after its Topgolf and Jack Wolfskin transactions.
Q4 2025 net sales were $367.5 million, down 1.1%, and the GAAP net loss from continuing operations was $66.0 million, or $0.36 per diluted share, versus a loss of $0.51 a year earlier.
Full-year 2025 GAAP gross margin fell to 42.1%, with $34 million of incremental tariff expense cited as the main cause.
2026 guidance calls for net sales of $1.98 billion to $2.05 billion and adjusted EBITDA of $170 million to $195 million, compared with $222 million reported for 2025.
The company announced a $200 million share repurchase program in January and plans to repay $258 million of convertible notes in May 2026.
Effective January 1, 2026, Topgolf Callaway Brands completed the sale of a 60% stake in its Topgolf and Toptracer businesses to affiliates of Leonard Green & Partners for about $800 million in net proceeds. The company used $1 billion of the proceeds to repay term loan B borrowings, authorized a $200 million stock repurchase program, and retains a 40% stake in Topgolf. For shareholders, the deal lowers the company's debt and adds a buyback, but the company gives up majority ownership of Topgolf.
Purchase price for the Topgolf equity interests was $660 million; net proceeds including related financing were about $800 million, subject to later adjustments
Company repaid $1 billion of term loan B borrowings; about $480 million of debt remained immediately after, with about $680 million of unrestricted cash
Board authorized repurchases of up to $200 million of common stock, with no required number of shares
Corporate name to change back to Callaway Golf Company on or about January 15, 2026; NYSE ticker to change from MODG to CALY on or about January 16, 2026
On December 2, 2025, C. Matthew Turney resigned from the board of Topgolf Callaway Brands Corp. The filing says he left because he departed Dundon Capital Partners, not because of any disagreement with the company, and the board reduced its size to nine directors. Dundon, which had the right to designate him under the Stockholders Agreement, is evaluating options for a new nominee.
C. Matthew Turney resigned as a director on December 2, 2025
Resignation followed his departure from Dundon Capital Partners; the filing cites no disagreement with the company
Board size reduced to nine directors
Dundon is currently evaluating options to designate a new director under the Stockholders Agreement dated October 27, 2020
Topgolf Callaway Brands agreed to sell a 60% stake in its Topgolf and Toptracer business to an affiliate of Leonard Green & Partners, valuing Topgolf at approximately $1.1 billion. The company expects about $770 million in net proceeds and will keep a 40% stake, with closing expected in the first quarter of 2026. Shareholders would receive the proceeds, which the company says may be used to pay down debt and return capital through stock repurchases, though the specifics have not been set.
Buyer LGP TG Aggregator, LLC, an affiliate of Leonard Green & Partners, will acquire 60% of Topgolf's indirect equity for a purchase price of $660 million.
Expected net proceeds to the company are about $770 million, subject to purchase price adjustments and transaction fees.
Closing is expected in the first quarter of 2026, subject to regulatory approvals; either party may terminate if the sale has not occurred by March 17, 2026.
Upon closing, the company plans to change its name to Callaway Golf Company and its ticker to CALY.
Topgolf Callaway Brands reported third-quarter 2025 net revenue of $934.0 million, down 7.8% from $1,012.9 million a year earlier, mainly because of the sale of Jack Wolfskin. Excluding Jack Wolfskin, ongoing business revenue rose 3.2%, and the company raised its full-year 2025 revenue and Adjusted EBITDA guidance, though it still posted a GAAP net loss of $14.7 million for the quarter. Shareholders get a higher outlook for the year, but reported revenue and profit measures declined.
Q3 GAAP net loss of $14.7 million, or $0.08 per diluted share, versus a net loss of $3.6 million a year earlier
Full-year 2025 consolidated Adjusted EBITDA guidance raised to $490 million to $510 million from $430 million to $490 million
Full-year 2025 consolidated net revenue guidance raised to $3.90 billion to $3.94 billion from $3.80 billion to $3.92 billion
Company cited $12 million in incremental tariffs in its core business in Q3 and about $40 million of estimated tariff impact for 2025
Director Scott M. Marimow notified Topgolf Callaway Brands Corp. on August 25, 2025 that he was resigning from the Board, and the filing states the resignation was not due to any disagreement with the company on its operations, policies or practices. On August 26, 2025, the Board reduced its size to 10 directors. The filing does not disclose financial results or a replacement director.
Scott M. Marimow notified the company of his resignation as a director on August 25, 2025.
The filing states the resignation was not the result of any disagreement with the company.
On August 26, 2025, the Board reduced its size to 10 directors.
Topgolf Callaway Brands reported second quarter 2025 net revenue of $1,110.5 million, down 4.1% year over year, and GAAP net income of $20.3 million, down 67.3%. The company raised its full year 2025 Adjusted EBITDA guidance for continuing businesses to $430 million to $490 million, after completing the sale of Jack Wolfskin on May 31, 2025, which lowered its forecast revenue and EBITDA.
Q2 net revenue was $1,110.5 million, down 4.1%, mainly due to lower Active Lifestyle revenue after the Jack Wolfskin sale; GAAP diluted EPS was $0.11 versus $0.32 a year earlier
Non-GAAP diluted EPS was $0.24 versus $0.42, and Adjusted EBITDA was $195.8 million, down 4.8%
Full year 2025 Consolidated Adjusted EBITDA guidance is $430 million to $490 million, versus $415 million to $505 million previously; consolidated net revenue guidance is $3.80 billion to $3.92 billion following the Jack Wolfskin exclusion
Topgolf CEO Artie Starrs announced his resignation on July 31; he will remain through September 2025, and a Topgolf spin-off is likely not until 2026
Topgolf CEO Arthur "Artie" Starrs notified the company on July 29, 2025, that he will resign to take a CEO role at an undisclosed business, and the company says the departure is not a result of any disagreement. The company is searching for a replacement and says a Topgolf spin-off or sale would likely not occur until 2026, after a new CEO is in place, which pushes back the timing of the separation for shareholders.
Starrs notified the company of his resignation on July 29, 2025, and is expected to remain through September 2025 for an orderly transition.
The company is conducting an executive search for his replacement.
The company says a Topgolf spin-off or sale would likely not occur until 2026, though it still intends to pursue it.
The release says Topgolf's second-quarter results and same venue sales trends improved, but gives no figures and says more detail will come with Q2 earnings next week.
Topgolf Callaway Brands said it completed the sale of its Jack Wolfskin business to a subsidiary of ANTA Sports Products Limited, effective May 31, 2025, for $290 million in cash, net of cash sold and subject to adjustments. The company said the sale refocuses its priorities on core businesses and enhances financial flexibility ahead of the planned separation of Topgolf.
Buyer was Anca Holdco GmbH & Co. KG, an indirect wholly-owned subsidiary of ANTA Sports Products Limited; the sale closed effective May 31, 2025.
Purchase price was $290 million in cash, net of cash sold and subject to net working capital and other customary adjustments.
$20 million of ABL revolving commitments was moved from the German facility to the U.S. facility, and the remainder of the German facility was terminated.
Unaudited pro forma figures for Q1 2025 show net income of $4.6 million, compared with $2.1 million as reported.
At its May 29, 2025 annual meeting, Callaway Golf shareholders approved all four proposals, including an amended and restated 2022 Incentive Plan that adds 13,500,000 shares available for issuance. The change expands the pool of shares the company can use for equity awards, which matters to shareholders because it sets the room for future grants.
Annual meeting held May 29, 2025; 159,081,706 of 183,749,328 outstanding shares were represented.
Restated 2022 Incentive Plan adds 13,500,000 shares; full value awards reduce the pool by 2.0 shares each.
All 11 directors were elected; Adebayo O. Ogunlesi drew the most votes against, at 7,071,938.
Shareholders ratified Deloitte & Touche LLP for fiscal 2025 and approved executive compensation on an advisory basis (135,582,960 for).
Topgolf Callaway Brands reported first-quarter 2025 net revenues of $1,092.3 million, down 4.5% from a year earlier, and GAAP net income of $2.1 million, or $0.01 per diluted share, versus $6.5 million a year earlier. The company kept its full-year consolidated revenue and Adjusted EBITDA guidance but lowered its Topgolf revenue outlook because of a softer consumer environment, and the guidance remains subject to the pending sale of Jack Wolfskin.
Q1 2025 net revenues were $1,092.3 million, down 4.5%; GAAP net income was $2.1 million, or $0.01 per diluted share, versus $0.04 a year earlier.
Non-GAAP diluted EPS was $0.11 versus $0.08, and Adjusted EBITDA rose 4.0% to $167.3 million.
Full-year consolidated net revenue ($4.000 billion to $4.185 billion) and Adjusted EBITDA ($415 million to $505 million) guidance was maintained, while Topgolf revenue guidance was lowered to $1.680 billion to $1.790 billion from $1.725 bil
Q2 2025 outlook calls for consolidated net revenues of $1.075 billion to $1.115 billion and Adjusted EBITDA of $139 million to $159 million.
Topgolf Callaway Brands agreed to sell its Jack Wolfskin business to a subsidiary of ANTA Sports Products for $290 million in cash, subject to working capital and other customary adjustments. The sale is expected to close in the late second quarter or early third quarter of 2025, subject to regulatory approvals and other conditions, and the company is not updating its financial guidance.
Buyer is Anca Holdco GmbH & Co. KG, an indirect wholly-owned subsidiary of ANTA Sports Products Limited; price is $290 million in cash.
Expected closing in the late second quarter or early third quarter of 2025; either party may terminate if closing has not occurred by December 31, 2025.
February 24, 2025 guidance included an estimate for Jack Wolfskin of approximately Euro 325 million in 2025 revenue and Euro 12 million of Adjusted EBITDA; the company is not updating guidance.
ABL credit agreement amended to release a Jack Wolfskin borrower and reallocate $20 million of revolving commitments from the German facility to the U.S. facility.
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