On this page of StockholderLetter.com we present the latest annual shareholder letter from Topgolf Callaway Brands Corp. — ticker symbol MODG. Reading current and past MODG letters to shareholders can bring important insights into the investment thesis.
2 0 25 AN NUAL RE P O RT 2023 AN NUAL RE P O RT
TO OUR FELLOW SHAREHOLDERS 2025 was a de ning year of transformation and focus for our company. We began the year as Topgolf Callaway Brands and concluded it by paving the way for our return to our heritage as Callaway Golf Company. Through a series of strategic actions, we have not only simpli ed our business model but have also signi cantly strengthened our balance sheet, transitioning to a net cash positive position for the rst time in our recent history. Our primary objective throughout the year was to unlock shareholder value by refocusing on our core strengths, which we successfully executed through two pivotal transactions. In May, we completed the sale of the Jack Wolfskin business for approximately $290 million, allowing us to exit the outdoor apparel category and reallocate resources toward higher-margin opportunities. In the fourth quarter, we announced the sale of a 60% stake in Topgolf to Leonard Green & Partners in a deal valued at approximately $1.1 billion that subsequently closed effective January 1, 2026. This transaction provided us with approximately $800 million in cash, which we immediately utilized to repay $1 billion of our term loan debt. While we continue to hold a 40% stake in Topgolf and believe in its long-term potential, this transaction removes us from an operational role and eliminates our exposure to Topgolf s leases and future debt payments, allowing us to focus entirely on our core golf equipment and apparel businesses. The backdrop for our transformation remains favorable as the game of golf continues to show remarkable health and vibrancy. According to the National Golf Foundation, 2025 marked the third consecutive year of growth in U.S. rounds played, which were up 1.2% for the year. Total golf reach in the U.S. now exceeds 136 million people, with on-course participation growing to 29.1 million a 20% increase since 2019. Importantly, the game is becoming more diverse, with signi cant participation growth among women and young golfers. Within this environment, our core brands continued to demonstrate exceptional strength, supported by our ongoing commitment to innovation and R&D. Through continued investment in product development and performance technology, Callaway Golf maintained its top-two market share position in both clubs and balls in the U.S., while our equipment delivered strong on-course validation with 61 driver wins and 92 putter wins across global tours. Despite facing nearly $35 million in incremental tariff headwinds during the year, our proactive cost-reduction initiatives, supply chain expertise and some select pricing allowed us to protect our margins and exceed our full year expectations for both revenue and Adjusted EBITDA. As we look to 2026, we are operating from a reset base that is designed to be more pro table, less complex and more focused. Our vision is clear: to be the global leader in innovation, performance, and craftsmanship across premium golf equipment and apparel. With our debt signi cantly reduced and our focus narrowed, we are now in a position to generate strong free cash ow and return signi cant capital to you, our shareholders. We are energized by the excitement at our headquarters in Carlsbad and remain deeply committed to making the game better for every golfer. Thank you for your continued trust and support as we enter this exciting new chapter for Callaway Golf Company. Sincerely, Chip Brewer President and Chief Executive Office
BOARD OF DIRECTORS ERIK J ANDERSON BAVAN M. HOLLOWAY VARSHA R. RAO Vice Chairman of the Board of Directors; Former Executive Chairman, Topgolf International, Inc. Former Vice President of Corporate Audit, The Boeing Company Former Chief Executive Officer, Zeal AI and Nurx JOHN F. LUNDGREN LINDA B. SEGRE President and Chief Executive Officer, Callaway Golf Company Chairman of the Board of Directors; Former Chairman and Chief Executive Officer, Stanley Black & Decker, Inc. Professional Board Member and Advisor; Former Professional Golfer and Former Executive, Diamond Foods, Inc. RUSSELL L. FLEISCHER ADEBAYO O. OGUNLESI ANTHONY S. THORNLEY General Partner, Battery Ventures Senior Managing Director, BlackRock, Inc. Former President and Chief Operating Officer, QUALCOMM Incorporated OLIVER G. BREWER III GLENN HICKEY BRIAN P. LYNCH President and Chief Executive Officer Executive Vice President and President, Callaway Golf Sales Executive Vice President, Chief Financial Officer & Chief Legal Officer MARK LEPOSKY TIMOTHY R. REED Executive Vice President and Chief Supply Chain Officer Executive Vice President, Research and Development and Tour OLIVER G. BREWER III SENIOR MANAGEMENT ANGELA J. DESKINS Executive Vice President and Chief People Officer MEETING AND INFORMATION CORPORATE DATA Transfer Agent and Registrar COMPUTERSHARE 462 South 4th Street, Suite 1600, Louisville, KY, 40202 800-368-7068 TDD for Hearing Impaired: 800-231-5469 Foreign Shareholders: 201-680-6578 TDD Foreign Shareholders: 201-680-6610 Shareholder Web Site: www.computershare.com/investor Shareholder Online Inquiries: www-us.computershare.com/investor/ contact Independent Registered Public Accounting Firm DELOITTE & TOUCHE LLP 695 Town Center Drive, Suite 1000 Costa Mesa, CA 92626 Investor Relations CALLAWAY GOLF COMPANY 2180 Rutherford Road Carlsbad, CA 92008 760-931-1771 invrelations@callawaygolf.com 2026 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS Thursday, May 21, 2026 Go to http://www.meetnow.global/MH5W7PK You may attend the meeting via the Internet and vote during the meeting. Have your proxy card in hand and follow the instructions. For more information visit the Company s website: https://www.callawaygolf.com/
FORM 10-K C A L L A W AY G O L F C O M P A N Y 2025 ANNUAL REPORT For the scal year ended December 31, 2025 CERTIFICATIONS In June 2025, the Company filed with the New York Stock Exchange the Annual CEO Certification required under Section 303A.12(a) of the NYSE s Listed Company Manual regarding the Company s compliance with the NYSE s corporate governance listing standards. In February 2026, the Company filed with the Securities and Exchange Commission the certifications of the Company s Chief Executive Officer and Chief Financial Officer required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1, 31.2 and 32.1 to the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. FORWARD - LOOKING INFORMATION Statements made in the letter to shareholders that relate to future plans, events, financial results, performance, projections or growth, including statements relating to the Company s future financial outlook, strength and demand of the Company s products and services, continued brand momentum, positioning of the Company s brands to gain market share, demand for golf and outdoor activities and apparel, continued investments in the business, consumer trends and behavior, future industry and market conditions, completion of any share repurchases, including the timing and amount thereof, repayment of the convertible notes, return of capital to shareholders and positioning to create shareholder value, future liquidity, foreign currency effects and their impacts, tariff and tax rates and the effectiveness of mitigation efforts relating thereto, are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. These statements are based upon current information and expectations. Accurately estimating the forward-looking statements is based upon various risks and unknowns, including uncertainty regarding global economic conditions, including relating to inflation, decreases in consumer demand and spending, and any severe or prolonged economic downturn or economic recession; the Company s level of indebtedness; continued availability of credit facilities and liquidity and ability to comply with applicable debt covenants; effectiveness of capital allocation and cost/expense reduction efforts; continued brand momentum and product success; growth in the direct-to-consumer and e-commerce channels; ability to realize the benefits of the continued investments in the Company s business; consumer acceptance of and demand for the Company s and its subsidiaries products; any changes in U.S. or foreign trade, tax or other policies, including restrictions on imports or an increase in import tariffs; future retailer purchasing activity, which can be significantly negatively affected by adverse industry and economic conditions and overall retail inventory levels; the level of promotional activity in the marketplace; and future changes in foreign currency exchange rates and the degree of effectiveness of the Company s hedging programs. For details concerning these and other risks and uncertainties, see Part I, Item IA, Risk Factors contained in the following Annual Report on Form 10-K, as well as the Company s other reports on Forms 10-Q and 8-K subsequently filed with the Securities and Exchange Commission from time to time. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
 • shareholder letter icon 4/8/2026 Letter Continued (Full PDF)
 • stockholder letter icon 4/20/2023 MODG Stockholder Letter
 • stockholder letter icon 4/17/2024 MODG Stockholder Letter
 • stockholder letter icon 4/16/2025 MODG Stockholder Letter
 • stockholder letter icon More "Miscellaneous" Category Stockholder Letters
 • Benford's Law Stocks icon MODG Benford's Law Stock Score = 91


MODG Shareholder/Stockholder Letter Transcript:

2 0 25
AN NUAL RE P O RT
2023
AN NUAL RE P O RT


TO OUR FELLOW
SHAREHOLDERS
2025 was a de   ning year of transformation and focus for our company. We began the year as Topgolf
Callaway Brands and concluded it by paving the way for our return to our heritage as Callaway Golf
Company. Through a series of strategic actions, we have not only simpli   ed our business model but
have also signi   cantly strengthened our balance sheet, transitioning to a net cash positive position
for the    rst time in our recent history. Our primary objective throughout the year was to unlock
shareholder value by refocusing on our core strengths, which we successfully executed through two
pivotal transactions. In May, we completed the sale of the Jack Wolfskin business for approximately
$290 million, allowing us to exit the outdoor apparel category and reallocate resources toward
higher-margin opportunities. In the fourth quarter, we announced the sale of a 60% stake in Topgolf
to Leonard Green & Partners in a deal valued at approximately $1.1 billion that subsequently closed
effective January 1, 2026. This transaction provided us with approximately $800 million in cash,
which we immediately utilized to repay $1 billion of our term loan debt. While we continue to hold
a 40% stake in Topgolf and believe in its long-term potential, this transaction removes us from an
operational role and eliminates our exposure to Topgolf   s leases and future debt payments, allowing
us to focus entirely on our core golf equipment and apparel businesses.
The backdrop for our transformation remains favorable as the game of golf continues to show
remarkable health and vibrancy. According to the National Golf Foundation, 2025 marked the third
consecutive year of growth in U.S. rounds played, which were up 1.2% for the year. Total golf reach in
the U.S. now exceeds 136 million people, with on-course participation growing to 29.1 million   a 20%
increase since 2019. Importantly, the game is becoming more diverse, with signi   cant participation
growth among women and young golfers. Within this environment, our core brands continued to
demonstrate exceptional strength, supported by our ongoing commitment to innovation and R&D.
Through continued investment in product development and performance technology, Callaway Golf
maintained its top-two market share position in both clubs and balls in the U.S., while our equipment
delivered strong on-course validation with 61 driver wins and 92 putter wins across global tours.
Despite facing nearly $35 million in incremental tariff headwinds during the year, our proactive
cost-reduction initiatives, supply chain expertise and some select pricing allowed us to protect our
margins and exceed our full year expectations for both revenue and Adjusted EBITDA. As we look
to 2026, we are operating from a reset base that is designed to be more pro   table, less complex
and more focused. Our vision is clear: to be the global leader in innovation, performance, and
craftsmanship across premium golf equipment and apparel. With our debt signi   cantly reduced and
our focus narrowed, we are now in a position to generate strong free cash    ow and return signi   cant
capital to you, our shareholders. We are energized by the excitement at our headquarters in Carlsbad
and remain deeply committed to making the game better for every golfer.
Thank you for your continued trust and support as we enter this exciting new chapter for Callaway
Golf Company.
Sincerely,
Chip Brewer
President and Chief Executive Office

BOARD OF DIRECTORS
ERIK J ANDERSON
BAVAN M. HOLLOWAY
VARSHA R. RAO
Vice Chairman of the Board of Directors;
Former Executive Chairman, Topgolf
International, Inc.
Former Vice President of Corporate
Audit, The Boeing Company
Former Chief Executive Officer, Zeal AI and
Nurx
JOHN F. LUNDGREN
LINDA B. SEGRE
President and Chief Executive Officer,
Callaway Golf Company
Chairman of the Board of Directors;
Former Chairman and Chief Executive
Officer, Stanley Black & Decker, Inc.
Professional Board Member and Advisor;
Former Professional Golfer and Former
Executive, Diamond Foods, Inc.
RUSSELL L. FLEISCHER
ADEBAYO O. OGUNLESI
ANTHONY S. THORNLEY
General Partner, Battery Ventures
Senior Managing Director, BlackRock,
Inc.
Former President and Chief Operating
Officer, QUALCOMM Incorporated
OLIVER G. BREWER III
GLENN HICKEY
BRIAN P. LYNCH
President and Chief Executive Officer
Executive Vice President and
President, Callaway Golf Sales
Executive Vice President, Chief Financial
Officer & Chief Legal Officer
MARK LEPOSKY
TIMOTHY R. REED
Executive Vice President and Chief
Supply Chain Officer
Executive Vice President, Research and
Development and Tour
OLIVER G. BREWER III
SENIOR MANAGEMENT
ANGELA J. DESKINS
Executive Vice President and Chief People
Officer
MEETING AND
INFORMATION
CORPORATE DATA
Transfer Agent and Registrar
COMPUTERSHARE
462 South 4th Street, Suite 1600,
Louisville, KY, 40202
800-368-7068
TDD for Hearing Impaired: 800-231-5469
Foreign Shareholders: 201-680-6578
TDD Foreign Shareholders: 201-680-6610
Shareholder Web Site:
www.computershare.com/investor
Shareholder Online Inquiries:
www-us.computershare.com/investor/
contact
Independent Registered
Public Accounting Firm
DELOITTE & TOUCHE LLP
695 Town Center Drive, Suite 1000
Costa Mesa, CA 92626
Investor Relations
CALLAWAY GOLF COMPANY
2180 Rutherford Road
Carlsbad, CA 92008
760-931-1771
invrelations@callawaygolf.com
2026 VIRTUAL ANNUAL MEETING
OF SHAREHOLDERS
Thursday, May 21, 2026
Go to http://www.meetnow.global/MH5W7PK
You may attend the meeting via the Internet
and vote during the meeting. Have your proxy
card in hand and follow the instructions.
For more information visit the Company   s
website:
https://www.callawaygolf.com/

FORM 10-K
C A L L A W AY G O L F C O M P A N Y
2025 ANNUAL REPORT
For the    scal year ended December 31, 2025
CERTIFICATIONS
In June 2025, the Company filed with the New York Stock Exchange the Annual CEO Certification required under Section 303A.12(a) of
the NYSE   s Listed Company Manual regarding the Company   s compliance with the NYSE   s corporate governance listing standards. In
February 2026, the Company filed with the Securities and Exchange Commission the certifications of the Company   s Chief Executive
Officer and Chief Financial Officer required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1, 31.2 and 32.1
to the Company   s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
FORWARD - LOOKING INFORMATION
Statements made in the letter to shareholders that relate to future plans, events, financial results, performance, projections or growth,
including statements relating to the Company   s future financial outlook, strength and demand of the Company   s products and services,
continued brand momentum, positioning of the Company   s brands to gain market share, demand for golf and outdoor activities and
apparel, continued investments in the business, consumer trends and behavior, future industry and market conditions, completion of
any share repurchases, including the timing and amount thereof, repayment of the convertible notes, return of capital to shareholders
and positioning to create shareholder value, future liquidity, foreign currency effects and their impacts, tariff and tax rates and the
effectiveness of mitigation efforts relating thereto, are forward-looking statements as defined under the Private Securities Litigation
Reform Act of 1995. These statements are based upon current information and expectations. Accurately estimating the forward-looking
statements is based upon various risks and unknowns, including uncertainty regarding global economic conditions, including relating
to inflation, decreases in consumer demand and spending, and any severe or prolonged economic downturn or economic recession;
the Company   s level of indebtedness; continued availability of credit facilities and liquidity and ability to comply with applicable debt
covenants; effectiveness of capital allocation and cost/expense reduction efforts; continued brand momentum and product success;
growth in the direct-to-consumer and e-commerce channels; ability to realize the benefits of the continued investments in the Company   s
business; consumer acceptance of and demand for the Company   s and its subsidiaries    products; any changes in U.S. or foreign trade,
tax or other policies, including restrictions on imports or an increase in import tariffs; future retailer purchasing activity, which can be
significantly negatively affected by adverse industry and economic conditions and overall retail inventory levels; the level of promotional
activity in the marketplace; and future changes in foreign currency exchange rates and the degree of effectiveness of the Company   s
hedging programs. For details concerning these and other risks and uncertainties, see Part I, Item IA,    Risk Factors    contained in the
following Annual Report on Form 10-K, as well as the Company   s other reports on Forms 10-Q and 8-K subsequently filed with the
Securities and Exchange Commission from time to time. Investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no obligation to update forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.


shareholder letter icon 4/8/2026 Letter Continued (Full PDF)
 

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