エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
July 29, 2025
Date of Report (Date of earliest event reported)
TOPGOLF CALLAWAY BRANDS CORP.
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-10962 | 95-3797580 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2180 RUTHERFORD ROAD, CARLSBAD, CALIFORNIA | 92008-7328 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(760) 931-1771
Registrant’s telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange |
||
| Common Stock, $0.01 par value per share | MODG | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 29, 2025, Arthur F. Starrs, Chief Executive Officer of Topgolf notified Topgolf Callaway Brands Corp. (the “Company”) of his intention to resign from the Company. Mr. Starrs is resigning to accept the CEO position with an undisclosed business and not as a result of any disagreement with the Company.
| Item 7.01 | Regulation FD Disclosure.* |
On July 31, 2025, the Company issued a press release captioned “Topgolf Callaway Brands Announces Resignation of Artie Starrs, CEO of Topgolf.” A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
| Item 9.01 | Financial Statements and Exhibits.* |
| (d) | Exhibits. |
The following exhibit is being furnished herewith:
| Exhibit 99.1 | Press Release, dated July 31, 2025, captioned, “Topgolf Callaway Brands Announces Resignation of Artie Starrs, CEO of Topgolf.” | |
| Exhibit 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
| * | The information furnished in this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. |
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: July 31, 2025 | By: | /s/ Heather D. McAllister |
||||
| Name: | Heather D. McAllister | |||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||
Exhibit 99.1
TOPGOLF CALLAWAY BRANDS ANNOUNCES RESIGNATION OF ARTIE STARRS, CEO OF TOPGOLF
CARLSBAD, CA /July 31, 2025/ Topgolf Callaway Brands Corp. (the “Company” or “Topgolf Callaway Brands,” “we,” “our,” “us”) (NYSE: MODG) announced the resignation of Artie Starrs, who is expected to remain with the Company through September 2025 to assist with an orderly transition. The Company confirmed that Mr. Starrs has accepted another CEO position with an undisclosed business. The Company is conducting an executive search for Mr. Starrs’ replacement.
“We are pleased with Topgolf’s second quarter financial results and improving same venue sales trends, which reflect the significant actions taken this year,” commented Chip Brewer, President and CEO of Topgolf Callaway Brands. “We look forward to providing more detail when we report our Q2 earnings next week. We also thank Artie for his leadership and many contributions to Topgolf and wish him well in his new endeavor. Artie’s departure does not affect our strategic direction or commitment to separating Topgolf, and we are still pursuing a spin-off or sale of Topgolf. Given this development, it is likely that a spin-off transaction would not occur until 2026, after a new CEO is in place.”
Forward-Looking Statements
Statements used in this press release that relate to future plans, events, performance, prospects, or growth opportunities, including statements relating to: Mr. Starrs’ planned departure date; the search for a replacement for Mr. Starrs, the appointment of a new Topgolf CEO and the timing thereof; the timing and nature of the Company’s planned separation of the Topgolf business from its other business units, and statements of belief and any statement of assumptions underlying any of the foregoing, 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 tariffs and inflation, decreases in consumer demand and spending, and any severe or prolonged economic downturn or economic recession; our ability to grow same venue sales; our ability to successfully execute planned and potential transactions, including the planned separation of Topgolf, and the potential to realize the expected benefits of such transaction in the expected timeframe or at all; our ability to satisfy the closing conditions to complete such transaction on a timely basis or at all; and our ability to identify and attract replacement executive candidates. For additional information concerning these and other risks and uncertainties that could affect these statements and the Company’s business, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as well as other risks and uncertainties detailed from time to time in the Company’s reports on Forms 10-K, 10-Q and 8-K subsequently filed with the Securities and Exchange Commission. Readers 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 republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
About Topgolf Callaway Brands
Topgolf Callaway Brands Corp. (NYSE: MODG) is an unrivaled tech-enabled Modern Golf and active lifestyle company delivering leading golf equipment, apparel, and entertainment, with a portfolio of global brands including Topgolf, Callaway Golf, TravisMathew, Toptracer, Odyssey, and OGIO. “Modern Golf” is the dynamic and inclusive ecosystem that includes both on-course and off-course golf. For more information, please visit https://www.topgolfcallawaybrands.com.
Investor Contact
Katina Metzidakis
invrelations@tcbrands.com
1