false 0000837465 0000837465 2024-12-11 2024-12-11

 

 

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

December 11, 2024

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
Symbol(s)

  

Name of each exchange

on which registered

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 8.01 Other Events.

On December 11, 2024, Topgolf International, Inc. (“Topgolf”), a wholly-owned subsidiary of Topgolf Callaway Brands Corp. (the “Company”), reported that it had completed the sale (the “Divestiture”) of its mobile game subsidiary, World Golf Tour, LLC (“WGT”).

The Divestiture aligns with Topgolf’s strategic objective of innovating and improving on its core competency of bringing players joy through more ways to play the game of golf in its over 100 outdoor Topgolf venues worldwide. By divesting its interest in WGT, Topgolf will streamline its operations and plans to concentrate resources on further enhancing the player experience at its venues through innovation in venue-based gaming experiences.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. All statements other than statements of historical fact made herein are forward-looking statements, including without limitation statements about Topgolf’s ability to streamline its operations and concentrate resources on enhancing the player experienceg Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, without limitation, those risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2023. Actual results may differ materially from those in the forward-looking statements as a result of various factors, many of which are beyond the Company’s control. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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: December 12, 2024

     By:  

/s/ Heather D. McAllister

    Name:   Heather D. McAllister
    Title:   Senior Vice President, General Counsel and Corporate Secretary
v3.24.3
Document and Entity Information
Dec. 11, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 11, 2024
Entity Registrant Name TOPGOLF CALLAWAY BRANDS CORP.
Entity Incorporation State Country Code DE
Entity File Number 1-10962
Entity Tax Identification Number 95-3797580
Entity Address Address Line 1 2180 RUTHERFORD ROAD
Entity Address City Or Town CARLSBAD
Entity Address State Or Province CA
Entity Address Postal Zip Code 92008-7328
City Area Code 760
Local Phone Number 931-1771
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.01 par value per share
Trading Symbol MODG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000837465
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