Every material Form 8-K Callaway Golf filed with the SEC in 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.
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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