Callaway Golf Company

Item 1.01 Entry Into a Material Definitive Agreement. Equity Purchase Agreement On November 17, 2025, Topgolf Callaway Brands Corp. (the “Company”) and Callaway TG Holdco Inc., a wholly-owned direct subsidiary of the Company (“NewCo” and, together with the Company, the “Sellers”), entered into a definitive agreement to sell a 60% stake in the Topgolf and Toptracer business (“Topgolf”), pursuant to the terms of an Equity Purchase Agreement (the “Purchase Agreement”) by and among the Sellers and LGP TG Aggregator, LLC, an affiliate of Leonard Green & Partners, L.P (the “Purchaser”). The Purchase Agreement provides that the Purchaser will acquire 60% of the indirect equity interests of Topgolf (the “Sale”) based upon an equity value of approximately $1.1 billion. In connection with the Sale and related financing transactions, the Company expects to receive approximately $770 million in net proceeds. This estimate is based on the purchase price for the Topgolf equity interests of $660 million, plus the Company’s anticipated proceeds from the financing transactions, net of transaction fees and estimated purchase price adjustments. The board of directors of the Company has unanimously approved the Sale, the Purchase Agreement and the transactions contemplated thereby. The Purchase Agreement contains customary representations, warranties and covenants. Between the date of the Purchase Agreement and the completion of the Sale (the “Closing”), the Company has agreed to conduct the Topgolf business in the ordinary course of business and has agreed to certain other operating covenants with respect to the Topgolf business as set forth more fully in the Purchase Agreement. The Closing is subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, including, among other things, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other required regulatory approvals, (ii) the absence of any law or order by any governmental authority that would restrain, enjoin, make illegal or otherwise prohibit the consummation of the transactions under the Purchase Agreement, (iii) the accuracy of the parties’ representations and warranties contained in the Purchase Agreement (subject to certain materiality qualifications), (iv) the absence of any material adverse effect on the Topgolf business, (v) the execution of the Topgolf Operating Agreement (as defined below), (vi) the parties’ compliance with the covenants and agreements in the Purchase Agreement in all material respects, (vii) the receipt of certain specified consents, waivers and releases, and (viii) the completion of certain reorganization transactions in connection with the Sale. The Company has agreed to indemnify the Purchaser against any damages arising from, among other things, certain ongoing litigation matters, subject to certain thresholds and other limitations. The Sale is expected to close in the first quarter of 2026, subject to the satisfaction of the foregoing closing conditions. The Purchase Agreement contains termination rights for both the Purchaser and the Company, including, among other bases for termination, (i) the right of either party to terminate the Purchase Agreement due to a material breach by the other party of any of its representations, warranties or covenants (which is not cured within 20 days after written notice of such breach) which would result in the closing conditions not being satisfied, (ii) the right of either party to terminate the Purchase Agreement if the Sale has not occurred by March 17, 2026, and (iii) the right of either party to terminate the Purchase Agreement if the Sale or any of the other transactions contemplated by the Purchase Agreement is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order. Prior to the Closing and pursuant the terms of the Purchase Agreement, the Sellers and Topgolf are expected to complete an internal reorganization that will result in (i) the Company directly or indirectly retaining Topgolf’s equity ownership interest in Full Swing Golf Holdings, Inc. and (ii) a newly-formed indirect subsidiary of the Company (“TopCo”) indirectly owning 100% of Topgolf. At the Closing, Sellers will sell to Purchaser 60% of the outstanding equity interests of TopCo, and immediately following the Closing, the remaining 40% of the outstanding equity interests of TopCo will be held by the Company (indirectly through NewCo). In connection with the Closing, the parties are expected to enter into certain additional ancillary agreements, including a transition services agreement, a preferred marketing agreement, a Toptracer license agreement and a warehouse agreement. At the Closing, the parties also expect to enter into an operating agreement of TopCo to govern the Topgolf business after the consummation of the Sale (the “Topgolf Operating Agreement”). Pursuant to the Topgolf Operating Agreement, following the Closing, TopCo will be managed by a board of managers, initially consisting of six managers. Immediately following the Closing, Purchaser will have the right to appoint three managers and the Company will have the right to appoint two managers. The Company will have the right to designate one manager if it holds less than 45%, but at least 20%, of the equity interests in TopCo that it held as of the Closing, and will not have the right to designate any managers if it ceases to hold at least 20% of the equity interests in TopCo that it held as of the Closing. For a period of two years after the Closing, the Company is restricted from transferring its interests in TopCo, except to certain permitted transferees or in connection with customary drag along and tag along rights, without the unanimous prior written consent of the board of managers. Thereafter, the Company will be able to transfer its equity interests in TopCo to a third party. Other than certain exceptions, transfers of equity interests by either Purchaser or the Company are subject to a right of first offer in favor of the other party as well as tag-along rights. The Company will have certain consent rights and consultation rights over material actions of TopCo and its subsidiaries, including over significant acquisitions and dispositions and the incurrence of certain indebtedness, which it will maintain until its equity ownership percentage falls below certain specified thresholds. Purchaser and the Company will also be entitled to certain quarterly tax distributions pursuant to the Topgolf Operating Agreement. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and the Topgolf Operating Agreement, which is attached as Exhibit C to the Purchase Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K, and are incorporated herein by reference. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Purchase Agreement and may not have been intended to be statements of fact, but rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Purchase Agreement. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Purchase Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s stockholders. In reviewing the representations, warranties and covenants contained in the Purchase Agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions were not intended by the parties to the Purchase Agreement to be characterizations of the actual state of facts or conditions of the Company or the Topgolf business. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that the Company publicly files with the U.S. Securities and Exchange Commission. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleading.

Item 7.01 Regulation FD Disclosure.* On November 18, 2025, the Company issued a press release captioned “Topgolf Callaway Brands Announces an Agreement to Sell a Majority Stake in its Topgolf Business to Leonard Green & Partners.” A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.