Financial Analysis

Commitments & Contingencies Legal Matters We are subject to routine legal claims, proceedings, and investigations associated with the normal conduct of our business activities, including commercial disputes and employment matters. We also receive from time-to-time information claiming that products we sell infringe or may infringe patent, trademark, or other intellectual property rights of third parties. One or more such claims of potential infringement could lead to litigation, the need to obtain licenses, the need to alter a product to avoid infringement, a settlement or judgment, or some other action or material loss, which could adversely affect our overall ability to protect our product designs and ultimately limit our future success in the marketplace. Additionally, we are occasionally subject to non-routine claims, proceedings, or investigations. We regularly assess such matters to determine the degree of probability that we will incur a material loss as a result of such matters, as well as the range of possible loss. An estimated loss contingency is accrued in our financial statements if it is probable we will incur a loss, and the amount of the loss can be reasonably estimated. Historically, the claims, proceedings, and investigations brought against us, individually and in the aggregate, have not had a material adverse effect on our consolidated results of operations, cash flows or financial position. While it is not possible to predict the outcome of the pendin …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Employee Benefit Plans We have one voluntary deferred compensation plan under Section 401(k) of the Internal Revenue Code (the Callaway Golf Company 401(k) Plan for employees who satisfy the age and service requirements. Callaway Golf Company 401(k) Plan Under the Callaway Golf Company 401(k) Plan, each participant may elect to contribute up to 75% of annual compensation, up to the maximum allowable limit permitted by the IRS. Under the plan, the Company contributes an amount equal to 50% of the participants contributions, up to 6% of the participants eligible annual compensation, for a maximum annual employer matching contribution of 3%. The portion of the participants account attributable to elective deferral contributions and rollover contributions made by the participant are 100% vested upon contribution and are not able to be forfeited. Employer contributions vest at a rate of 50% per year, and are fully vested after two years of service. During the years ended December 31, 2025, 2024 and 2023, our matching contributions under the plan were $5.9 million, $5.4 million and $4.8 million, respectively. …

CompensationAndEmployeeBenefitPlansTextBlock · excerpt; the full note is in the filing

Financing Arrangements Our credit facilities and long-term debt obligations are summarized as follows (in millions): Maturity Date Interest Rate December 31, 2025 December 31, 2024 Short-Term Credit Facilities 2023 ABL Credit Facility March 16, 2028 5.21% $ $ 2025 Japan ABL Credit Facility January 21, 2028 1.57% 44.7 2022 Japan ABL Credit Facility January 25, 2025 1.21% 25.4 Total Principal Amount $ 44.7 $ 25.4 Unamortized Debt Issuance Costs $ 2.6 $ 3.4 Balance Sheet Location ABL Credit Facilities Asset-based credit facilities $ 44.7 $ 25.4 Unamortized Debt Issuance Costs - Current Prepaid expenses $ 1.2 $ 1.1 Unamortized Debt Issuance Costs - Non-current Other assets, net $ 1.4 $ 2.3 Maturity Date Interest Rate December 31, 2025 December 31, 2024 Long-Term Debt and Credit Facilities 2023 Term Loan B March 16, 2030 6.72% $ 1,165.6 $ 1,178.1 Convertible Notes May 1, 2026 2.75% 258.3 258.3 Equipment Notes December 15, 2026 - December 21, 2027 2.36% - 5.93% 6.5 11.7 Financed Tenant Improvements February 1, 2035 8.00% - 10.00% 3.6 3.1 Total Principal Amount $ 1,434.0 $ 1,451.2 Less: Unamortized Debt Issuance Costs 18.0 22.3 Total Debt, net of Unamortized Debt Issuance Costs $ 1,416.0 $ 1,428.9 Balance Sheet Location Long-Term Debt - Current Long-term debt, current portion $ 765.3 $ 14.6 Long-Term Debt - Non-current Long-term debt 650.7 1,414.3 Total Debt, net of Unamortized Debt Issuance Costs $ 1,416.0 $ 1,428.9 Total interest and amortization expense related to our credit faci …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table presents our sales disaggregated by operating and reportable segment and major category (in millions): Year Ended December 31, 2025 2024 2023 Golf Equipment: Golf clubs $ 1,052.9 $ 1,060.9 $ 1,073.4 Golf balls 322.2 321.8 314.5 Total Golf Equipment $ 1,375.1 $ 1,382.7 $ 1,387.9 Apparel, Gear and Other: Apparel $ 398.8 $ 405.6 $ 411.7 Gear, accessories & other 286.2 289.4 333.1 Total Apparel, Gear and Other $ 685.0 $ 695.0 $ 744.8 Total Consolidated $ 2,060.1 $ 2,077.7 $ 2,132.7 The following table summarizes sales by geographical region (in millions): Year Ended December 31, 2025 2024 2023 Sales by Major Geographic Region: United States $ 1,363.3 $ 1,381.1 $ 1,395.7 Europe 203.8 182.1 173.4 Asia 363.1 379.1 436.6 Rest of World 129.9 135.4 127.0 Total $ 2,060.1 $ 2,077.7 $ 2,132.7 The following table summarizes the licensing and royalty income we received, which is recorded as sales, for the periods presented (in millions): Year Ended December 31, 2025 2024 2023 Apparel, Gear and Other $ 28.8 $ 27.1 $ 26.9

DisaggregationOfRevenueTableTextBlock

Stock Plans and Share-Based Compensation Equity Compensation Plans As of December 31, 2025, we had one shareholder approved stock plan under which shares were available for equity-based awards; the Amended and Restated 2022 Incentive Plan (the 2022 Incentive Plan). As of the effective date of the 2022 Incentive Plan, we ceased granting awards under our other shareholder-approved stock plans. Awards outstanding under such plans as of that date remained outstanding in accordance with their terms, and any shares remaining available for future issuance under those plans were canceled. The 2022 Incentive Plan permits the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance share units and other equity-based awards to our officers, employees, consultants, eligible directors serving on our Board of Directors and certain other non-employees who provide services to us. All grants under the 2022 Incentive Plan are discretionary. Directors may receive a one-time grant upon their initial appointment to our Board of Directors and may receive an annual grant thereafter upon being re-elected at each annual meeting of shareholders. The maximum number of shares issuable over the term of the 2022 Incentive Plan is approximately 33.4 million shares, which includes shares underlying awards under the Companys Amended and Restated 2004 Incentive Plan that lapsed, expired, terminated or were canceled. The following table presents shares …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value of Financial Instruments Fair Value Measurements We measure our financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows: Level 1 : Quoted market prices in active markets for identical assets or liabilities; Level 2 : Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 : Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts of cash and cash equivalents, money market funds, accounts receivables, accounts payable and accrued expenses, revolving credit facilities, and other current liabilities approximate fair value due to their short-term nature, and are therefore categorized within Level 1 of the fair value hierarchy. Our money market funds accrue dividends, which are reinvested in the funds, and are reflected in their carrying value of the funds. As of December 31, 2025 and December 31, 2024, the carrying value of our money market funds was $791.7 million and $304.1 million, respectively, which is included in cash and cash equivalents on our cons …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Intangible Assets Changes in the carrying amount of goodwill by operating and reportable segment are as follows (in millions): Golf Equipment Apparel, Gear and Other Total Balance at December 31, 2023 $ 531.0 $ 88.3 $ 619.3 Foreign currency translation and other (0.6) (0.6) Balance at December 31, 2024 $ 530.4 $ 88.3 $ 618.7 Foreign currency translation and other 1.1 1.1 Balance at December 31, 2025 $ 531.5 $ 88.3 $ 619.8 Intangible assets by major asset class for the periods presented in the table below were (in millions, except useful life years): Indefinite-lived: Amortizing: Trade name and Trademarks Patents Customer/ Distributor Relationships and Other Total Useful Life (Years) NA 2 - 16 1 - 10 Gross as of December 31, 2024 $ 218.4 $ 31.6 $ 24.1 $ 274.1 Acquisitions 0.4 0.3 0.1 0.8 Gross as of December 31, 2025 $ 218.8 $ 31.9 $ 24.2 $ 274.9 Accumulated amortization (31.6) (20.8) (52.4) Foreign currency translation and other (0.1) (0.1) Net book value, December 31, 2025 $ 218.8 $ 0.3 $ 3.3 $ 222.4 Gross as of December 31, 2023 $ 218.4 $ 31.6 $ 21.3 $ 271.3 Acquisitions 2.8 2.8 Gross as of December 31, 2024 $ 218.4 $ 31.6 $ 24.1 $ 274.1 Accumulated amortization (31.6) (19.9) (51.5) Foreign currency translation and other (0.1) (0.1) Net book value, December 31, 2024 $ 218.4 $ $ 4.1 $ 222.5 We recognized $0.9 million, $0.7 million and $3.4 million of amortization expense related to acquired intangible assets for the years ended December 31, 2025, 2024 and 2023, …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes Our income from continuing operations before income taxes was subject to taxes in the following jurisdictions for the following periods (in millions): Years Ended December 31, 2025 2024 2023 United States $ 17.6 $ 42.0 $ 65.8 Foreign 70.0 69.5 63.7 Total $ 87.6 $ 111.5 $ 129.5 The provision (benefit) for income taxes allocated to continuing operations is comprised of (in millions): Years Ended December 31, 2025 2024 2023 Current tax provision: Federal $ 13.7 $ 18.9 $ 29.0 State 3.3 2.5 3.8 Foreign 12.9 8.6 7.0 29.9 30.0 39.8 Deferred tax provision (benefit): Federal 17.6 (10.9) (12.5) State 3.5 0.7 (0.2) Foreign (2.2) (1.7) 2.9 18.9 (11.9) (9.8) Income tax provision (benefit) $ 48.8 $ 18.1 $ 30.0 Significant components of our deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows (in millions): December 31, 2025 2024 Deferred tax assets: Tax loss and interest expense carryforwards $ 109.1 $ 50.1 Tax credit carryforwards 87.7 65.6 Lease liabilities 403.8 412.0 Deemed landlord financing 326.7 297.2 Other deferred tax assets 113.7 108.5 Total deferred tax assets 1,041.0 933.4 Valuation allowance for deferred tax assets (143.4) (31.3) Deferred tax assets, net of valuation allowance 897.6 902.1 Deferred tax liabilities: Basis difference related to fixed assets (238.9) (235.7) Basis difference related to intangible assets with an indefinite life (185.9) (241.9) Lease right-of-use assets (359.1) (371.3) Other deferred tax liabilities (6.3) ( …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases Operating leases and financing leases Supplemental balance sheet information related to our operating and financing ROU assets and lease liabilities is as follows (in millions): December 31, Balance Sheet Location 2025 2024 Assets Operating lease ROU assets, net Operating lease ROU assets, net $ 173.5 $ 151.9 Financing lease ROU assets, net Other assets, net $ 0.7 $ 0.6 Liabilities Current Operating lease liabilities, short-term Operating lease liabilities, short-term $ 22.9 $ 18.1 Financing lease liabilities, short-term Accounts payable and accrued expenses $ 0.3 $ 0.2 Non-current Operating lease liabilities, long-term Operating lease liabilities, long-term $ 189.7 $ 164.5 Financing lease liabilities, long-term Other long-term liabilities $ 0.5 $ 0.4 The components of lease expense included in our consolidated statements of operations for the periods presented below are as follows (in millions): Year Ended December 31, 2025 2024 2023 Operating lease costs: $ 34.3 $ 30.9 $ 23.7 Financing lease costs: Amortization of ROU assets 0.3 0.2 0.3 Interest on lease liabilities Total financing lease costs 0.3 0.2 0.3 Variable lease costs 1.7 2.7 2.7 Total lease costs $ 36.3 $ 33.8 $ 26.7 Other information related to leases (in millions): Year Ended December 31, Supplemental Cash Flows Information 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 32.8 $ 29.4 $ 23.1 Operating cash flows from finance …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Standards In November 2024, the FASB issued ASU No. 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires disclosure, on an annual and interim basis, of specific information about cost and expense related items within the notes to our consolidated financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on either a prospective or retrospective basis with early adoption permitted. We are in the process of evaluating the impact that ASU 2024-03 will have on our consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU No. 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which clarifies the difference between expensed costs and capitalized costs by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Restructuring Our restructuring costs primarily consist of severance and termination benefits, asset disposals, write-offs and impairments and other exit and disposal costs. Severance costs generally include severance payments, outplacement services, health insurance coverage and legal costs. Separation costs primarily consist of consulting and legal costs incurred in connection with the sale of our Topgolf and Jack Wolfskin businesses. Restructuring Costs 2023 Restructuring Plan During 2023, we initiated a reorganization and restructuring plan in order to improve the organizational structure and increase operational efficiencies for certain businesses and functions within our Apparel, Gear and Other operating segment (the 2023 Restructuring Plan). The 2023 Restructuring Pla n was completed in December 2024. Under the 2023 Restructuring Plan, we incurred $0.9 million in costs, which were incurred in our Apparel, Gear and Other segment and paid in full prior to December 31, 2024 . Transformation Plan In connection with the September 2024 announcement of our intended separation of the Topgolf business, we initiated a plan which is intended to optimize organizational efficiencies and decrease operating costs under the separate business structures that are anticipated after the separation (the Transformation Plan). For the twelve months ended months ended December 31, 2025, costs incurred under the Transformation Plan were primarily related to employee termination and severance c …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Revenue Recognition We primarily recognize revenue from the sale of our products. The following table presents our sales disaggregated by operating and reportable segment and major category (in millions): Year Ended December 31, 2025 2024 2023 Golf Equipment: Golf clubs $ 1,052.9 $ 1,060.9 $ 1,073.4 Golf balls 322.2 321.8 314.5 Total Golf Equipment $ 1,375.1 $ 1,382.7 $ 1,387.9 Apparel, Gear and Other: Apparel $ 398.8 $ 405.6 $ 411.7 Gear, accessories & other 286.2 289.4 333.1 Total Apparel, Gear and Other $ 685.0 $ 695.0 $ 744.8 Total Consolidated $ 2,060.1 $ 2,077.7 $ 2,132.7 Net sales We sell our Golf Equipment products and Apparel, Gear and Other products in the United States and internationally, with our principal international regions being Europe and Asia. Golf Equipment product sales are generally higher than Apparel, Gear and Other sales in most regions. The following table summarizes sales by geographical region (in millions): Year Ended December 31, 2025 2024 2023 Sales by Major Geographic Region: United States $ 1,363.3 $ 1,381.1 $ 1,395.7 Europe 203.8 182.1 173.4 Asia 363.1 379.1 436.6 Rest of World 129.9 135.4 127.0 Total $ 2,060.1 $ 2,077.7 $ 2,132.7 Licensing, royalty and other income We have licensing and royalty income from licensing agreements for apparel and soft good products in our Apparel, Gear and Other operating segment. The following table summarizes the licensing and royalty income we received, which is recorded as sales, for the periods present …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Information Our operating segments are based on how the Chief Executive Officer as the designated Chief Operating Decision Maker (CODM) makes decisions about assessing performance and allocating resources. The CODM primarily evaluates segment performance using segment operating income (loss), which is calculated by taking total segment revenues less segment operating expenses. Segment operating expenses include operating expenses directly attributable to the segment as well as certain shared corporate administration services and other costs which are allocated to the reportable segments. Segment operating expenses exclude certain non-recurring items and other costs, such as interest expense, interest income and taxes. Our CODM evaluates the profitability of each reportable segment based on segment operating income (loss) because it provides insight to operational leverage and other key operational metrics for each segment. Segment operating income (loss) is also used in the annual budget and forecasting process, and budget-to-actual and forecast-to-actual variances are considered when determining the appropriate allocation of company resources to each of our segments. The CODM does not evaluate a measure of assets when assessing segment performance. We have two operating and reportable segments: Golf Equipment, which is comprised of product sales and expenses that encompass golf club and golf ball products, including Callaway Golf-branded woods, hybrids, irons, wedges …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of Callaway Golf Company. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances at that time. We evaluate our estimates on an ongoing basis to ensure that these estimates appropriately reflect changes in our business or as new information becomes available. Actual results may differ from our estimates. Revenue Recognition Net sales Net sales (also referred to as revenue or net revenue) is comprised of golf clubs, golf balls, golf and lifestyle apparel, and gear and accessories which are sold to on- and off-course golf shops and national retail stores, and directly to consumers through our e-commerce business and at our apparel retail locations. Contracts with customers for the purchase of our products are generally in the form of a purchase order. In certain cases, we enter into sales agreements which may contain specific terms, discounts and allowances. We recognize revenue from the sale of products when we satisfy a performance obligation to …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Capital Stock Common Stock and Preferred Stock Holders of our common stock are entitled to one vote for each share of common stock on all matters submitted to a vote of our shareholders. Holders of our preferred stock are not entitled to any voting rights on matters submitted to a vote of our shareholders. Of the authorized shares of our preferred stock, 0.2 million shares are designated as Series A Junior Participating Preferred Stock. Holders of our Series A Junior Participating preferred stock are entitled to 1,000 votes on all matters submitted to a vote of our shareholders. The holders of Series A Junior Participating Preferred Stock and the holders of common stock generally vote together as one class on all matters submitted to a vote of our shareholders. To date, no Series A Junior Participation preferred stock has been issued, therefore there are currently no preferences for the preferred stock. Treasury Stock and Stock Repurchases On May 26, 2022, we announced that our Board of Directors authorized a $100.0 million share repurchase program (the 2022 Repurchase Program) under which we were authorized to repurchase shares of our common stock in the open market or in private transactions, subject to our assessment of market conditions, buying opportunities, and compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as well as the terms of our credit facilities. The 2022 Repurchase Program did not require us to acquire a specific number of shares and was …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Commitments & Contingencies Legal Matters We are subject to routine legal claims, proceedings, and investigations associated with the normal conduct of our business activities, including commercial disputes, personal injury matters and employment matters. We also receive from time-to-time information claiming that products we sell infringe or may infringe patent, trademark or other intellectual property rights of third parties. One or more such claims of potential infringement could lead to litigation, the need to obtain licenses, the need to alter a product to avoid infringement, a settlement or judgment, or some other action or material loss, which could adversely affect our overall ability to protect our product designs and ultimately limit our future success in the marketplace. Additionally, we are occasionally subject to non-routine claims, proceedings or investigations. We regularly assess such matters to determine the degree of probability that we will incur a material loss as a result of such matters, as well as the range of possible loss. An estimated loss contingency is accrued in our financial statements if it is probable we will incur a loss, and the amount of the loss can be reasonably estimated. Historically, the claims, proceedings, and investigations brought against us, individually and in the aggregate, have not had a material adverse effect on our condensed consolidated results of operations, cash flows or financial position. While it is not possible to …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Financing Arrangements Our credit facilities and long-term debt obligations are summarized as follows (in millions, except interest rates): September 30, December 31, Maturity Date Interest Rate 2025 2024 Short-Term Credit Facilities 2023 ABL Credit Facility March 16, 2028 5.64% $ $ 2025 Japan ABL Credit Facility January 21, 2028 1.30% 47.3 2022 Japan ABL Credit Facility January 25, 2025 1.21% 25.4 Total Principal Amount $ 47.3 $ 25.4 Unamortized Debt Issuance Costs $ 2.9 $ 3.4 Balance Sheet Location ABL Credit Facilities Asset-based credit facilities $ 47.3 $ 25.4 Unamortized Debt Issuance Costs - Current Prepaid expenses $ 1.2 $ 1.1 Unamortized Debt Issuance Costs - Non-current Other long-term assets $ 1.7 $ 2.3 September 30, December 31, Maturity Date Interest Rate 2025 2024 Long-Term Debt and Credit Facilities 2023 Term Loan B March 16, 2030 7.16% $ 1,168.8 $ 1,178.1 Convertible Notes May 1, 2026 2.75% 258.3 258.3 Equipment Notes December 15, 2026 - December 21, 2027 2.36% - 5.93% 7.6 11.7 Mortgage Loans July 1, 2033 - July 29, 2036 9.75% - 11.31% 43.7 44.3 Financed Tenant Improvements February 1, 2035 8.00% - 10.00% 3.7 3.1 Total Principal Amount $ 1,482.1 $ 1,495.5 Less: Unamortized Debt Issuance Costs 18.7 22.3 Total Debt, net of Unamortized Debt Issuance Costs $ 1,463.4 $ 1,473.2 Balance Sheet Location Long-Term Debt - Current Other current liabilities $ 14.5 $ 15.3 Long-Term Debt - Current Convertible notes, net 257.4 Long-Term Debt - Non-current Long-term debt 1,191 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table presents our revenue disaggregated by operating and reportable segment and major category for the periods presented (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Topgolf: Venues $ 458.0 $ 428.9 $ 1,306.1 $ 1,308.3 Other business lines 14.2 24.3 45.1 62.1 Total Topgolf $ 472.2 $ 453.2 $ 1,351.2 $ 1,370.4 Golf Equipment: Golf clubs $ 234.0 $ 226.0 $ 886.7 $ 882.1 Golf balls 71.3 67.5 273.9 275.1 Total Golf Equipment $ 305.3 $ 293.5 $ 1,160.6 $ 1,157.2 Active Lifestyle: Apparel $ 96.1 $ 180.6 $ 372.1 $ 485.2 Gear, accessories & other 60.4 85.6 252.9 302.1 Total Active Lifestyle $ 156.5 $ 266.2 $ 625.0 $ 787.3 Total Consolidated $ 934.0 $ 1,012.9 $ 3,136.8 $ 3,314.9 The following table summarizes our revenue by major geographic region for the periods presented (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue by Major Geographic Region: United States $ 749.9 $ 724.6 $ 2,402.5 $ 2,444.9 Europe 67.7 136.6 303.1 392.1 Asia 90.6 127.0 319.2 363.7 Rest of World 25.8 24.7 112.0 114.2 Total Consolidated $ 934.0 $ 1,012.9 $ 3,136.8 $ 3,314.9 The following table summarizes these revenues by operating segment for the periods presented (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Topgolf $ 14.5 $ 17.3 $ 44.4 $ 43.8 Active Lifestyle 5.2 6.2 21.3 20.8 Total $ 19.7 $ 23.5 $ 65.7 $ 64.6

DisaggregationOfRevenueTableTextBlock

Share-Based Compensation Share-Based Awards Granted We granted the following awards under our stock compensation plans during the periods presented (in millions, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Shares Granted Weighted-average grant date fair value per share Shares Granted Weighted-average grant date fair value per share Shares Granted Weighted-average grant date fair value per share Shares Granted Weighted-average grant date fair value per share Restricted stock units 0.5 $ 9.88 0.1 $ 13.20 2.9 $ 6.84 1.2 $ 13.52 Performance based restricted share unit awards $ $ 1.7 $ 8.57 1.0 $ 19.01 Total 0.5 0.1 4.6 2.2 Share-Based Compensation Expense Share-based compensation expense by award-type, net of estimated forfeitures, recognized in the condensed consolidated statement of operations for the periods presented was (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Restricted stock units $ 2.9 $ 3.1 $ 9.3 $ 11.3 Performance based restricted share unit awards 1.0 4.7 8.6 16.6 Cash-settled restricted stock 1.1 Share-based compensation expense, before tax 3.9 7.8 17.9 29.0 Income tax benefit (0.9) (1.8) (4.3) (6.9) Share-based compensation expense, after tax $ 3.0 $ 6.0 $ 13.6 $ 22.1 Share-based compensation, net of estimated forfeitures, recognized in the condensed consolidated statement of operations for the periods presented was (in millions): Three Months E …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value of Financial Instruments Fair Value Measurements We measure our financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows: Level 1 : Quoted market prices in active markets for identical assets or liabilities; Level 2 : Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 : Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts of cash and cash equivalents, money market funds, accounts receivable, accounts payable and accrued expenses and certain other short-term liabilities approximate fair value due to their high liquidity and short-term nature and are therefore categorized within Level 1 of the fair value hierarchy. Our money market funds accrue dividends, which are reinvested in the funds, and are reflected in the carrying values of the funds. As of September 30, 2025 and December 31, 2024, the carrying value of our money market funds was $730.8 million and $304.1 million, respectively, which is included in cash and cash equivalents on our conden …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Intangible Assets Changes in the carrying amount of goodwill by operating and reportable segment are as follows (in millions): Golf Equipment Active Lifestyle Total Balance at December 31, 2024 $ 530.3 $ 89.9 $ 620.2 Disposals (1) (1.5) (1.5) Foreign currency translation and other 1.2 (0.1) 1.1 Balance at September 30, 2025 $ 531.5 $ 88.3 $ 619.8 (1) Represents goodwill associated with the sale of the Jack Wolfskin business completed during the second quarter of 2025 (see Note 3). Goodwill is net of accumulated impairment losses of $1,352.4 million, which were recorded prior to December 31, 2024 in the Topgolf segment. Intangible assets by major asset class are as follows (in millions, except useful life amounts): Indefinite-lived: Amortizing: Trade names and Trademarks Liquor Licenses Patents Customer/ Distributor Relationships and Other Developed Technology Total Useful Life (Years) NA NA 2-16 1-10 10 Gross as of December 31, 2024 $ 1,338.7 $ 10.7 $ 32.5 $ 75.4 $ 63.4 $ 1,520.7 Acquisitions 0.4 0.1 0.5 1.0 Disposals (1) (228.4) (41.9) (270.3) Impairment (0.2) (0.2) Gross as of September 30, 2025 $ 1,110.7 $ 10.6 $ 33.0 $ 33.5 $ 63.4 $ 1,251.2 Accumulated amortization (32.1) (50.0) (29.9) (112.0) Disposals (1) 24.3 24.3 Foreign currency and other (0.2) (1.7) (1.9) Net book value, September 30, 2025 $ 1,110.7 $ 10.6 $ 0.9 $ 7.6 $ 31.8 $ 1,161.6 Gross as of December 31, 2024 $ 1,338.7 $ 10.7 $ 32.5 $ 75.4 $ 63.4 $ 1,520.7 Accumulated amortization (32.0) (48.1) (25 …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes We calculate our interim income tax provision in accordance with ASC Topic 270, Interim Reporting, and ASC Topic 740, Accounting for Income Taxes. At the end of each interim period, we estimate our annual effective tax rate and apply that rate to our ordinary quarterly earnings to calculate the tax related to ordinary income. The tax effects for other items that are excluded from ordinary income are discretely calculated and recognized in the period in which they occur. We recorded an income tax benefit of $7.6 million and $19.4 million for the three months ended September 30, 2025 and 2024, respectively. As a percentage of pre-tax income, our effective tax rate was 34.2% and 84.3% for the three months ended September 30, 2025 and 2024, respectively. In the three months ended September 30, 2025, the primary difference between the statutory rate and the effective rate is due to U.S. and foreign minimum taxes on foreign earnings offset by a benefit from a favorable audit settlement at one of our foreign subsidiaries. In the three months ended September 30, 2024, the primary difference between the statutory rate and the effective rate is due to the impact of valuation allowances accrued year-to-date associated with the forecasted mix of jurisdictional earnings, as well as forecasted U.S. income tax credits for the full year. We recorded an income tax provision of $15.7 million and an income tax benefit of $24.1 million for the nine months ended September 30, 2025 an …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases Sales-Type Leases We enter into non-cancellable license agreements primarily related to Toptracer and Swing Suite of which certain of these agreements are classified as sales-type leases. Revenue from sales-type leases is included in service revenues within the condensed consolidated statements of operations and consists of the following for the periods presented (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Sales-type lease selling price (1) $ 10.0 $ 12.8 $ 31.1 $ 31.2 Cost of underlying assets (3.3) (5.7) (10.5) (11.8) Operating profit $ 6.7 $ 7.1 $ 20.6 $ 19.4 Interest income $ 2.1 $ 1.7 $ 6.2 $ 5.2 Total revenue attributable to sales-type leases $ 12.1 $ 14.5 $ 37.3 $ 36.4 (1) Selling price is equal to the present value of lease payments over the non-cancellable term of the licensing agreement. Leasing receivables related to our net investment in sales-type leases are as follows (in millions): Balance Sheet Location September 30, 2025 December 31, 2024 Leasing receivables, netshort-term Other current assets $ 37.5 $ 33.9 Leasing receivables, netlong-term Other assets 76.9 71.2 Total leasing receivables $ 114.4 $ 105.1 Net maturities of sales-type lease receivables for the next five years and thereafter as of September 30, 2025 are as follows (in millions): Remainder of 2025 $ 15.0 2026 37.7 2027 31.0 2028 23.8 2029 15.9 Thereafter 6.9 Total future lease proceeds 130.3 Less: imputed interest 15.9 Total $ 114.4 Op …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Standards In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-04, DebtDebt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (ASU 2024-04), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for fiscal years beginning after December 15, 2025 on either a prospective or retrospective basis with early adoption permitted. We are in the process of evaluating the impact that ASU 2024-04 will have on our consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires disclosure, on an annual and interim basis, of specific information about cost and expense related items within the notes to our consolidated financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on either a prospective or retrospective basis with early adoption permitted. We are in the process of evaluating the impact that ASU 2024-03 will have on our consolidated financial statements and related dis …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Restructuring and Separation Costs Our restructuring costs primarily consist of severance and termination benefits, asset disposals, write-offs and impairments and other exit and disposal costs. Severance costs generally include severance payments, outplacement services, health insurance coverage and legal costs. Separation costs primarily consist of consulting and legal costs incurred in connection with the sale of the Jack Wolfskin business and our planned separation from Topgolf. Restructuring Costs 2023 Restructuring Plan During 2023, we initiated a reorganization and restructuring plan, which was completed in December 2024, in order to improve the organizational structure of and increase operational efficiencies for certain businesses and functions within our Active Lifestyle and Topgolf operating segments. There were no costs incurred pursuant to the 2023 Restructuring Plan during the three and nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, $2.8 million and $14.6 million of costs were incurred pursuant to the 2023 Restructuring Plan, respectively. As of December 31, 2024, we incurred cumulative costs of $33.6 million under the 2023 Restructuring Plan. The following table summarizes the restructuring liability that is included in accounts payable and accrued expenses, accrued employee compensation and benefits, and other current liabilities on the condensed consolidated balance sheets as of the periods presented below (in …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Revenue Recognition We primarily recognize revenue from the sale of our products and the operation of our Topgolf venues. The following table presents our revenue disaggregated by operating and reportable segment and major category for the periods presented (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Topgolf: Venues $ 458.0 $ 428.9 $ 1,306.1 $ 1,308.3 Other business lines 14.2 24.3 45.1 62.1 Total Topgolf $ 472.2 $ 453.2 $ 1,351.2 $ 1,370.4 Golf Equipment: Golf clubs $ 234.0 $ 226.0 $ 886.7 $ 882.1 Golf balls 71.3 67.5 273.9 275.1 Total Golf Equipment $ 305.3 $ 293.5 $ 1,160.6 $ 1,157.2 Active Lifestyle: Apparel $ 96.1 $ 180.6 $ 372.1 $ 485.2 Gear, accessories & other 60.4 85.6 252.9 302.1 Total Active Lifestyle $ 156.5 $ 266.2 $ 625.0 $ 787.3 Total Consolidated $ 934.0 $ 1,012.9 $ 3,136.8 $ 3,314.9 Product sales at our Topgolf operating segment primarily include the sale of venue merchandise such as golf clubs, golf balls, apparel, and gear and accessories as well as franchise equipment sales. During the three and nine months ended September 30, 2025, Topgolf product sales were $3.4 million and $10.9 million, respectively. During the three and nine months ended September 30, 2024, Topgolf product sales were $4.4 million and $14.1 million, respectively. Product and Service Revenue We sell our Golf Equipment products and Active Lifestyle products in the United States and internationally, with our principal internation …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Information Our operating segments are based on how the Chief Executive Officer as the designated Chief Operating Decision Maker (CODM) makes decisions about assessing performance and allocating resources. The CODM primarily evaluates segment performance using segment operating income (loss), which is calculated by taking total segment revenues less segment operating expenses. Segment operating expenses include operating expenses directly attributable to the segment as well as certain shared corporate administration services and other costs which are allocated to the reportable segments. Segment operating expenses exclude certain non-recurring items and other costs, such as interest expense, interest income, taxes and non-allocated corporate expenses. Our CODM evaluates the profitability of each reportable segment based on segment operating income (loss) because it provides insight to operational leverage and other key operational metrics for each segment. Segment operating income (loss) is also used in the annual budget and forecasting process, and budget-to-actual and forecast-to-actual variances are considered when determining the appropriate allocation of company resources to each of our segments. The CODM does not evaluate a measure of assets when assessing segment performance. We have three operating and reportable segments: Topgolf, which is primarily comprised of service revenues and expenses from our Company-owned and operated Topgolf venues, Toptracer ball-f …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies Our significant accounting policies are described in Note 2 to our audited consolidated financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K which was filed with the SEC on March 3, 2025. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances at that time. We evaluate our estimates on an ongoing basis to ensure that these estimates appropriately reflect changes in our business or as new information becomes available. Actual results may differ from our estimates. Recently Issued Accounting Standards In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-04, DebtDebt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (ASU 2024-04), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for fiscal years beginning after December 15, 2025 on either a prospective or retrospective basis with early adoption permitted. We are in the p …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing