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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form			10-Q


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period to

Commission file number 001-10962




Topgolf Callaway Brands Corp.
(Exact name of registrant as specified in its charter)


Delaware						95-3797580
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2180 Rutherford Road, Carlsbad, CA 92008

(760) 931-1771

(Address, including zip code, and telephone number, including area code, of principal executive offices)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of October 29, 2025, the number of shares outstanding of the Registrant’s common stock was 183,883,637.

Important Notice to Investors Regarding Forward-Looking Statements: This report contains “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “may,” “should,” “will,” “could,” “would,” “anticipate,” “plan,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” and similar references to future periods. Forward-looking statements include, among others, statements that relate to future plans, events, liquidity, financial results, performance, prospects or growth and scale opportunities including, but not limited to, statements relating to our plans to pursue a separation of our Topgolf International, Inc. (“Topgolf”) business and the anticipated benefits and other effects of the separation, the timing and method of the separation, the expected financial and operational performance of, and future opportunities for, each of the two independent companies following the separation, the leadership of each of the two independent companies following the separation, the effects of the divestiture of Callaway Germany HoldCo GmbH, which owned the Jack Wolfskin business (“Jack Wolfskin”), future industry and market conditions, strength and demand of our products and services, continued brand momentum, demand for golf and outdoor activities and apparel, continued investments in the business, increases in shareholder value, consumer trends and behavior, the expansion of our leadership position in off-course golf, the strength of our brands, product lines and e-commerce business, pending litigation, availability of capital under our credit facilities, the capital markets or other sources, our conservation and cost reduction efforts, expected leverage levels, future stock repurchases or dividends, compliance with debt covenants, estimated unrecognized stock compensation expense, projected capital expenditures and depreciation and amortization expense, projected cash flow generation, same venue sales growth, increased venue operating margins, Topgolf venue development, future contractual obligations, the realization of deferred tax assets, including loss and credit carryforwards, future income tax provision, the future impact of new accounting standards, the impacts of inflation and changes in foreign exchange rates, and future prospects and growth of our businesses, including TravisMathew, LLC (“TravisMathew”), OGIO International, Inc. (“OGIO”), and Topgolf. These statements are based upon current information and our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. As a result of these uncertainties and because the information on which these forward-looking statements is based may ultimately prove to be incorrect, actual results may differ materially from those anticipated. Important factors that could cause actual results to differ include, among others, the following:

•certain risks and uncertainties, including changes in capital markets or economic conditions, particularly the uncertainty related to inflation, decreases in consumer demand and spending and any severe or prolonged economic downturn;

•our ability to successfully execute planned and potential transactions, including our planned separation of Topgolf and the potential failure to realize the expected benefits of such transactions, including our recent divestiture of Jack Wolfskin, in the expected timeframes or at all;

•uncertainty in obtaining regulatory approvals in connection with the separation of Topgolf;

•our ability to satisfy the closing conditions to complete the separation of Topgolf on a timely basis, or at all;

•consumer acceptance of and demand for our products and services;

•future retailer purchasing activity, which can be significantly affected by adverse industry conditions and overall retail inventory levels;

•unfavorable changes in trade or other policies by the U.S. government or foreign governments, including restrictions on imports, increases in U.S. import tariffs, retaliatory tariffs imposed by other countries on U.S. imports, and the potential negative economic consequences thereof, including increased costs, unavailability of materials, inflation, decreased customer demand, an economic slowdown or general economic uncertainty;

•the level of promotional activity in the marketplace;

•future consumer discretionary purchasing activity, which can be significantly adversely affected by unfavorable economic or market conditions;

•future changes in foreign currency exchange rates and the degree of effectiveness of our hedging programs;

•our ability to manage international business risks;

•our ability to recognize operational synergies and scale opportunities across our supply chain and global business platform;

•adverse changes in the credit markets or continued compliance with the terms of our credit facilities;

•our ability to monetize our investments;

•our ability to successfully operate and, if applicable, expand the retail stores of TravisMathew and our Japan and Korea apparel businesses, and venue locations of the Topgolf business;

•delays, difficulties or increased costs in the supply of components needed to manufacture our products or in manufacturing our products, including our dependence on a limited number of suppliers for some of our products;

•adverse weather conditions and seasonality;

•any rule changes or other actions taken by the United States Golf Association or other golf associations that could have an adverse impact upon demand or supply of our products;

•our ability to protect our intellectual property rights;

•a decrease in participation levels in golf;

•the effect of terrorist activity, armed conflict (including the ongoing conflicts between Russia and Ukraine, Israel and Hamas, Iran and U.S.-designated terrorist proxies), natural disasters or pandemic diseases, on the economy generally, on the level of demand for our products or on our ability to manage our supply and delivery logistics in such an environment; and

•the general risks and uncertainties applicable to us and our business.

Investors should not place undue reliance on these forward-looking statements, which are based on current information and speak only as of the date hereof. We undertake no obligation to update any forward-looking statements to reflect new information or events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Investors should also be aware that while we from time to time communicate with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential commercial information. Furthermore, we have a policy against distributing or confirming financial forecasts or projections issued by analysts and any reports issued by such analysts are not our responsibility. Investors should not assume that we agree with any report issued by any analyst or with any statements, projections, forecasts or opinions contained in any such report. For details concerning these and other risks and uncertainties, see our most recent Annual Report on Form 10-K, as well as our quarterly reports on Form 10-Q and current reports on Form 8-K subsequently filed with the Securities and Exchange Commission from time to time.

Topgolf Callaway Brands Corp. Trademarks: The following marks and phrases, among others, are our trademarks: #1 Irons in Golf, #1 Putter in Golf, #1 Putter on Tour, #1 Range Technology in Golf, 2-Ball, 2-Ball Fang, 2-Ball Jailbird, 2 Ball Putter Design, 360 Carbon Chassis, 360 Face Cup, 360 Fade, 3 Deep, Ai 10x, Ai 10x Face, Ai150, Ai200, Ai300, Ai One 24, AI One Cruiser, Ai-One Square 2 Square Max 1, Ai-One Square 2 Square Max Stripe, AI Smart Face, AI Smoke, Alcatraz, All Ride. All The Time., All Walk. All the Time., Alpha Convoy, Anamatic, Apex, Apex 21, Apex Ai150, Apex Ai200, Apex Ai300, Apex CB, Apex DCB, Apex MB, Apex Pro, Apex Smoke, Apex TCB, Apex Ti Fusion, Apex Ti Fusion 250, Apex Tour, Apex UT, Apex UW, APW, Arm Lock, B21, Backstryke, Bay Lens, Beachside Stealth, Big Bertha, Big Bertha Alpha, Big Bertha B21, Big Bertha Diablo, Big Bertha Diablo & Horned Shield Design, Big Bertha REVA, Biggest Big Bertha, Bigshots Golf, Bigshots Golf Stylized, Big T, Bird of Prey, Black Series, Black Series I, Block Party Stylized, Bogey Free, Broomstick, Callaway, Callaway #1 Irons in Golf, Callaway Cargo, Callaway CB12, Callaway Chase, Callaway Chase+, Callaway Chase 14, Callaway 14 Dry, Callaway Chase Dry, Callaway Customs, Callaway Edge, Callaway Elyte, Callaway Golf, Callaway Legacy Collection, Callaway Media Productions, Callaway Next, Callaway Opus, Callaway Opus Platinum, Callaway Paradym Night Mode, Callaway Superfast, Callaway Super Hybrid, Callaway Supersoft, Callaway Supersoft Splatter 360, Callaway X, Callaway XR, Capital, Catch it Clean, Cavity Back Design Pattern (X-14), CF16, C-Grind, Chev, Chev 18, Chevron Design, Chrome Soft, Chrome Soft X, Chrome Tour, Circle Patch Design, Cloud Collection, Cloud Hoodie, Cloud Polo, Cloud Tee, Cloud Waffle, Coastview, Come Play Around, Cuater, Cuater C logo, Cutwave Sole, CXR, Cyclone Aero Shape, Dawn Patrol, Demonstrably Superior And Pleasingly Different, Destinations by TravisMathew, DFX, Diablo Forged, Diablo Octane, Diablo Tour, Distance Fitting from Callaway, Distance that Defies Convention, Divine Line, Divine Nine, Double Wide, Driver Defender, Driving the Course to Modern Golf, DSPD, Dual Force, Dual Softfast Core, Eagle, Elyte Sandstorm, Engage, Epic, Epic Flash, Epic Max, Epic Max LS, Epic Speed, Epic Star, ERC, E.R.C. Fusion Stylized, ERC II, ERC Soft, Exclusive Tartan Collection, Exo-Cage, Extended Season, Fairway+, Fairway14, FairwayC, Fateline, Favorite Track, Fit Disc, Flash Face, Flash Face SS21, Flash Face SS22, Flexcontact, Flex Pod, FLX360, Force Optimizer, Fore Me, Forged 455, Forged X, Friday Ponte, Frost Delay, FT-3, FT-5, FT9, FT-I, FT IQ, FTIZ, FT Optiforce, FT Tour, Fusetech, Fusion, Fusion Zero, Gambit Pro, GBB, GBB Epic, Gems, Giraffe-Beam, Giraffe Design in Circle, Golf Ball on Tee Design, Golf Fusion, Golf Nerd, Golf Shaft (Red & Silver), Gravity Core, Great Big Bertha, Griptac, Hawk Eye, Headliner, Heater Series, Heater Series – Pure Performance, Heater Pro Pure Performance, Heavenwood, Hex Aerodynamics, Hexbite, Hex Black Tour, Hex Diablo, Hex Soft, Hex Tour Soft, High Energy Core & Orbit Design, Hightail, HX, HX Diablo, Hyper Dry, Hyper Elastic Softfast Core, Hyper-Lite, Hyperlite Zero, Hyper Speed Face Cup, Hyper X, I.D. Ball, I-Mix, It’s Golf. It’s Not Golf. It’s Topgolf., IZ Power Source, Jailbird, Jailbird Character Head Design, Jailbird Versa Striped Club Head Design, Jailbreak, Jailbreak AI Velocity Blades, Jailbreak Speed Frame, Jaws Full Toe, JAWS MD5, Jewel Jam, J Grind, Kings of Distance, Lag Putt, Leader in Modern Golf, Legacy, Legacy Featherweight, Life On Tour, Longer From Everywhere, Lowrider, Lowrider 2.0., Mack

Daddy, Mack Daddy CB, Mack Daddy Forged, Made to Meet the Moment, Magna, Make Every Shot Your Best, MarXman, Mavrik, MD3 Milled, MD4 Tactical, Microhinge Face Insert, Mission:Ambition, Modern Golf, Modg, More Than Just a Pretty Trace, Moveknit, Night Mode, Number One Putter in Golf, Ody, Odyssey, Odyssey AI One, Odyssey AI One Cruiser, Odyssey Chipper, Odyssey Eleven, Odyssey Seven, Odyssey Wing Back, OG, Ogio, Ogio Aero, Ogio Alpha, Ogio Featherlite, Ogio Forge, Ogio Fuse, Ogio Pace, Ogio Rise, Ogio Shadow, OGIO Stylized, OGIO XIX, Opening Shot, Open to Close, Opti-Color, Opti Dry, Opti Feel, OptiFit, Opti Fit, Opti Flex, Opti Grip, OptiTherm, Opti Vent, Opus, Opus Platinum, ORG 7, ORG 14, ORG 14M, ORG 15, O Stylized, Our Favorite Time of the Year, Oworks, Pack. Discover. Explore., Paradym, Paradym AI Smoke, Paradym Night Mode, Playing Through, Powered by Toptracer, Power & Soft Feel for Slower Swing Speeds, Practice Green, ProType, PT Stylized, ·R·, Rainspann, R Ball, RCH, Red Ball, Renegade, Renegade Collection, Reva Rise, Rig 9800, Rogue ST, ROGUE Stylized, Rossie, Rossie V, Rule 35, S2H2, Scenic Vista, Scoreline Pattern in White, See the Break, Shaft Shield, Shield Design with Black Background, Shield Design with White Background, Shot Shuffle, Silencer, Sir Isaac Newton Falling Apple Golf Design, Skyloft Soft, SLED, Slice Stopper, SMALL BATCH Hand Holding Hammer Badge, Solaire, Solar Noon, Speed Cartridge, Speed Frame, Speed Step, Speed Tuned, Spin Gen Face Technology, Spin Gen Technology, Spin Machine, Square 2 Square, Square 2 Square Jailbird, Square Way, SRT, Steelhead, Steelhead XR, Step Sole, Strata, Strata Boom, Stroke Lab, Sub Zero, Summit Collection by Callaway, Superhot, Sure-Out, Sweeter from Every Spot, Swing Suite, Swing Tech, Swirl Design, Swirl Design & ODYSSEY, Syntech, Tank, TA Winter, Tee It High, Thermal Bomber, The Sure Thing, TMove, Ti 340 Mini, Ti340 Mini Driver, TM Stylized, Toe Up, TopChip, TopContender, TopDrive, Topgolf, Topgolf Block Party, Topgolf Callaway Brands, Topgolf Coach, Topgolf Live, Topgolf Media, Topgolf Open, Topgolf Outfield Trade Dress, TopPressure, TopScore, TopScramble, TopShot, TopTracer, Toptracer Coach, TopTracer Range, Toulon, Toulon Garage, Tour Aero, Tour Authentic, Tour I, Tour IZ, Tour Tested, Trade In! Trade Up!, Training Aid, TravisMathew, Triforce, Tri Hot, Tri-Hot 5K, Triple Diamond Design, Triple Track Stripes Design, Trutrack, Truvis, Truvis Pattern, T Stylized, Tungsten Speed Cartridge, Tungsten Speed Wave, Tuttle, Versa, VFT, VTEC, Walk. Push. Ride., Warbird, War Bird, Weather Series, Weather Spann, Wedgeducation, W-Grind, White Damascus, White Hot, White Hot Microhinge, White Hot OG, White Hot RX Stylized, White Hot Tour, White Hot XG, White Ice, White Trapezoid Design, Wing Back, Winter Rules, Winter Term, Woode, X1, X-12, X-14, X18,X-18, X-20, X-22, X-24, X460, X-ACT, X Forged, X Hot, X Hot Pro, XR16, XR OS, XR Speed, XR Stylized, X Series, X Series Jaws, X-Spann, X Stylized, X-Tech, XTT, Z Grind, Zinna.

TOPGOLF CALLAWAY BRANDS CORP.

INDEX


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	6
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	6
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	7
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024	8
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	9
	Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2025 and 2024	10
	Notes to Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	51
Item 4.	Controls and Procedures	52

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3.	Defaults Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	54
Item 6.	Exhibits	55

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

TOPGOLF CALLAWAY BRANDS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

(Unaudited)


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	865.6	$	445.0
Restricted cash	—		0.7
Accounts receivable, less allowance of $4.6 million and $8.9 million, respectively	218.5		175.7
Inventories	568.7		757.3
Prepaid expenses	70.9		61.7
Other current assets	144.7		160.3

Total current assets	1,868.4		1,600.7
Property, plant and equipment, net	2,222.6		2,219.0
Operating lease right-of-use assets, net	1,242.5		1,339.2
Trade names and trademarks	1,110.7		1,303.9
Other intangible assets, net	50.9		68.7
Goodwill	619.8		620.2
Other assets, net	455.2		484.4
Total assets	$	7,570.1	$	7,636.1
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	332.9	$	451.3
Accrued employee compensation and benefits	133.6		113.4
Convertible notes, net	257.4		—
Asset-based credit facilities	47.3		25.4
Operating lease liabilities, short-term	80.8		89.3
Construction advances	40.2		6.0
Deferred revenue	77.5		96.0
Other current liabilities	29.0		44.5

Total current liabilities	998.7		825.9

Long-term debt, net	1,191.5		1,457.9
Operating lease liabilities, long-term	1,299.0		1,377.1
Deemed landlord financing obligations	1,254.2		1,194.8
Financing lease liabilities, long-term	306.2		301.9
Deferred taxes, net	2.0		24.9
Other long-term liabilities	42.8		45.9
Commitments and contingencies (Note 12)
Shareholders’ equity:
Preferred stock, $0.01 par value, 3.0 million shares authorized, none issued and outstanding at both September 30, 2025 and December 31, 2024	—		—
Common stock, $0.01 par value, 360.0 million shares authorized, and 186.2 million shares issued at both September 30, 2025 and December 31, 2024	1.9		1.9
Additional paid-in capital	3,030.9		3,032.8
Accumulated deficit	(492.5)		(500.2)
Accumulated other comprehensive loss	(30.3)		(76.0)
Less: Common stock held in treasury, at cost, 2.3 million and 3.1 million shares as of September 30, 2025 and December 31, 2024, respectively	(34.3)		(50.8)
Total shareholders’ equity	2,475.7		2,407.7
Total liabilities and shareholders’ equity	$	7,570.1	$	7,636.1

The accompanying notes are an integral part of these condensed consolidated financial statements.

TOPGOLF CALLAWAY BRANDS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net revenues:
Products	$	465.3	$	564.1	$	1,796.6	$	1,958.7
Services	468.7		448.8		1,340.2		1,356.2
Total net revenues	934.0		1,012.9		3,136.8		3,314.9
Costs and expenses:
Cost of products	279.1		328.5		1,019.3		1,116.8
Cost of services, excluding depreciation and amortization	50.6		48.6		140.1		140.9
Other venue expense	342.9		325.6		1,000.5		988.4
Selling, general and administrative expense	210.6		250.6		710.3		783.1
Research and development expense	20.1		22.0		61.2		72.2
Venue pre-opening costs	2.4		3.9		4.8		9.9
Total costs and expenses	905.7		979.2		2,936.2		3,111.3
Income from operations	28.3		33.7		200.6		203.6
Interest expense, net	(59.2)		(57.7)		(175.9)		(173.5)
Other income (expense), net	8.6		1.0		(1.3)		10.8
(Loss) income before income taxes	(22.3)		(23.0)		23.4		40.9
Income tax (benefit) provision	(7.6)		(19.4)		15.7		(24.1)
Net (loss) income	$	(14.7)	$	(3.6)	$	7.7	$	65.0

(Loss) earnings per common share:
Basic	$	(0.08)	$	(0.02)	$	0.04	$	0.35
Diluted	$	(0.08)	$	(0.02)	$	0.04	$	0.35

Weighted-average common shares outstanding:
Basic	183.9		183.8		183.7		183.7
Diluted	183.9		183.8		185.2		199.3

The accompanying notes are an integral part of these condensed consolidated financial statements.

TOPGOLF CALLAWAY BRANDS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net (loss) income	$	(14.7)	$	(3.6)	$	7.7	$	65.0
Other comprehensive (loss) income:
Change in derivative instruments	3.8		(18.4)		(11.4)		(7.9)
Cumulative foreign currency translation adjustments recognized from dissolution of foreign subsidiary	—		—		13.8		3.4
Foreign currency translation adjustments	(4.7)		20.6		40.7		2.9
Comprehensive (loss) income, before income tax	(15.6)		(1.4)		50.8		63.4
Income tax provision (benefit) on derivative instruments	0.7		4.3		(2.6)		2.6
Comprehensive (loss) income	$	(16.3)	$	(5.7)	$	53.4	$	60.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

TOPGOLF CALLAWAY BRANDS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net income	$	7.7	$	65.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	202.4		199.3

Non-cash interest on financing leases and deemed landlord financed obligations	26.6		23.7
Loss on disposal of long-lived assets	7.6		6.7
Amortization of debt discount and issuance costs	4.5		4.3


Impairment and loss on sale of business line	23.6		6.3

Gain on lease termination incentive	(12.0)		—
Deferred taxes, net	5.1		(23.3)
Share-based compensation	17.9		27.9


Unrealized net gains on hedging instruments and foreign currency	(18.5)		(4.2)
Loss on debt modification	—		4.7

Other	0.1		0.7
Change in assets and liabilities, net of impacts of business combinations:
Accounts receivable, net	(43.6)		(84.1)
Inventories	118.9		125.3
Leasing receivables	(2.7)		(8.3)
Other assets	3.2		25.9
Accounts payable and accrued expenses	(77.3)		(18.9)
Deferred revenue	(17.4)		(15.0)
Accrued employee compensation and benefits	26.1		7.5
Operating lease assets and liabilities, net	7.6		10.3
Income taxes receivable/payable, net	(9.7)		(19.1)
Other liabilities	—		4.0
Net cash provided by operating activities	270.1		338.7
Cash flows from investing activities:
Capital expenditures	(210.6)		(227.1)

Proceeds from sale of business line, net of cash retained	286.0		—
Business combinations, net of cash acquired	—		(23.3)
Proceeds from government grants	—		1.0
Investment in golf-related ventures	(1.1)		(2.4)
Acquisition of intangible assets	(0.9)		(3.1)

Proceeds from sale of property and equipment	—		0.3

Net cash provided by (used in) investing activities	73.4		(254.6)
Cash flows from financing activities:
Repayments of long-term debt and DLF obligations	(24.2)		(74.5)

Proceeds (repayments) on credit facilities, net	19.9		(13.0)
Debt issuance costs	(0.4)		(0.2)

Repayments of financing leases	(2.5)		(3.0)
Proceeds from lease financing	75.9		87.6
Exercise of stock options	0.1		0.1

Acquisition of treasury stock	(3.4)		(31.4)
Net cash provided by (used in) financing activities	65.4		(34.4)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	6.7		(1.0)
Net increase in cash, cash equivalents and restricted cash	415.6		48.7
Cash, cash equivalents and restricted cash at beginning of period	450.3		398.8
Cash, cash equivalents and restricted cash at end of period	865.9		447.5
Less: restricted cash (1)	(0.3)		(5.6)
Cash and cash equivalents at end of period	$	865.6	$	441.9
Supplemental disclosures:
Cash paid for income taxes, net	$	21.9	$	17.9
Cash paid for interest	$	142.3	$	145.9
Non-cash investing and financing activities:
Issuance of treasury stock and common stock for compensatory stock awards released from restriction	$	19.8	$	35.9
Accrued capital expenditures	$	28.0	$	38.8
Financed additions of capital expenditures	$	3.3	$	5.6


(1) As of September 30, 2025, includes $0.3 million of long-term restricted cash within other assets. As of September 30, 2024, includes $0.7 million of short-term restricted cash and $4.9 million of long-term restricted cash within other assets.

The accompanying notes are an integral part of these condensed consolidated financial statements.

TOPGOLF CALLAWAY BRANDS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Total Shareholders’ Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2023	187.0	$	1.9	$	3,032.7	$	947.5	$	(47.5)	(3.3)	$	(56.4)	$	3,878.2

Acquisition of treasury stock	—	—		—		—		—		(0.4)	(6.2)		(6.2)
Exercise of stock options	—	—		(0.1)		—		—		—	0.1		—
Compensatory awards released from restriction	—	—		(14.0)		—		—		0.8	14.0		—
Share-based compensation	—	—		13.1		—		—		—	—		13.1
Equity adjustment from foreign currency translation	—	—		—		—		(14.2)		—	—		(14.2)
Change in fair value of derivative instruments, net of tax	—	—		—		—		9.6		—	—		9.6
Net income	—	—		—		6.5		—		—	—		6.5
Balance at March 31, 2024	187.0	$	1.9	$	3,031.7	$	954.0	$	(52.1)	(2.9)	$	(48.5)	$	3,887.0
Acquisition of treasury stock	—	—		—		—		—		(1.6)	(25.1)		(25.1)

Compensatory awards released from restriction	—	—		(21.5)		—		—		1.3	21.5		—
Share-based compensation	—	—		7.0		—		—		—	—		7.0
Equity adjustment from foreign currency translation	—	—		—		—		(3.5)		—	—		(3.5)
Change in fair value of derivative instruments, net of tax	—	—		—		—		2.6		—	—		2.6
Impact from dissolution of foreign subsidiary	—	—		—		—		3.4		—	—		3.4
Net income	—	—		—		62.1		—		—	—		62.1
Balance at June 30, 2024	187.0	$	1.9	$	3,017.2	$	1,016.1	$	(49.6)	(3.2)	$	(52.1)	$	3,933.5
Acquisition of treasury stock	—	—		—		—		—		—	(0.1)		(0.1)

Exercise of stock options	—	—		0.1		—		—		—	—		0.1
Compensatory awards released from restriction	—	—		(0.4)		—		—		—	0.4		—
Share-based compensation	—	—		7.8		—		—		—	—		7.8
Equity adjustment from foreign currency translation	—	—		—		—		20.6		—	—		20.6
Change in fair value of derivative instruments, net of tax	—	—		—		—		(22.7)		—	—		(22.7)


Net loss	—	—		—		(3.6)		—		—	—		(3.6)
Balance at September 30, 2024	187.0	$	1.9	$	3,024.7	$	1,012.5	$	(51.7)	(3.2)	$	(51.8)	$	3,935.6

TOPGOLF CALLAWAY BRANDS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock			Total Shareholders’ Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2024	186.2	$	1.9	$	3,032.8	$	(500.2)	$	(76.0)	(3.1)	$	(50.8)	$	2,407.7


Acquisition of treasury stock	—	—		—		—		—		(0.5)	(3.3)		(3.3)


Compensatory awards released from restriction	—	—		(17.7)		—		—		1.1	17.7		—
Share-based compensation	—	—		7.0		—		—		—	—		7.0


Equity adjustment from foreign currency translation	—	—		—		—		18.2		—	—		18.2
Change in fair value of derivative instruments, net of tax	—	—		—		—		(5.1)		—	—		(5.1)


Net income	—	—		—		2.1		—		—	—		2.1
Balance at March 31, 2025	186.2	$	1.9	$	3,022.1	$	(498.1)	$	(62.9)	(2.5)	$	(36.4)	$	2,426.6



Compensatory awards released from restriction	—	—		(1.8)		—		—		0.2	1.8		—
Share-based compensation	—	—		7.0		—		—		—	—		7.0

Equity adjustment from foreign currency translation	—	—		—		—		27.2		—	—		27.2
Change in fair value of derivative instruments, net of tax	—	—		—		—		(6.8)		—	—		(6.8)


Impact from dissolution of foreign subsidiaries	—	—		—		—		13.8		—	—		13.8
Net income	—	—		—		20.3		—		—	—		20.3
Balance at June 30, 2025	186.2	$	1.9	$	3,027.3	$	(477.8)	$	(28.7)	(2.3)	$	(34.6)	$	2,488.1
Acquisition of treasury stock	—	—		—		—		—		—	(0.1)		(0.1)

Exercise of stock options	—	—		—		—		—		—	0.1		0.1

Compensatory awards released from restriction	—	—		(0.3)		—		—		—	0.3		—
Share-based compensation	—	—		3.9		—		—		—	—		3.9


Equity adjustment from foreign currency translation	—	—		—		—		(4.7)		—	—		(4.7)
Change in fair value of derivative instruments, net of tax	—	—		—		—		3.1		—	—		3.1


Net loss	—	—		—		(14.7)		—		—	—		(14.7)
Balance at September 30, 2025	186.2	$	1.9	$	3,030.9	$	(492.5)	$	(30.3)	(2.3)	$	(34.3)	$	2,475.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

TOPGOLF CALLAWAY BRANDS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. The Company and Basis of Presentation

The Company

Topgolf Callaway Brands Corp. (together with its wholly-owned subsidiaries, referred to as “we,” “our,” “us,” the “Company,” or “Topgolf Callaway Brands” unless otherwise specified), a Delaware corporation, is a leading modern golf and active lifestyle company that provides world-class golf entertainment experiences, designs and manufactures premium golf equipment, and sells golf and active lifestyle apparel and other accessories through our family of brand names, which include Topgolf, Callaway Golf, Odyssey, TravisMathew, OGIO and Toptracer.

Our products and brands are reported under three operating segments: Topgolf, which includes the operations of our Company-owned and operated and franchised Topgolf venues and Toptracer ball-flight tracking technology (“Toptracer”); Golf Equipment, which includes the operations of our golf clubs and golf balls business under the Callaway Golf and Odyssey brand names; and Active Lifestyle, which includes the operations of our soft goods business marketed under the Callaway, TravisMathew and OGIO brand names.

Planned Separation of Topgolf

In September 2024, following a strategic review of the Topgolf business, we announced that our Board of Directors intends to pursue a separation of our business into two independent companies: Callaway, a golf equipment company with a highly complementary Active Lifestyle business; and Topgolf, a pure-play venue-based golf entertainment business which we believe has potential for high growth. Our Board of Directors is committed to exploring all opportunities to execute the separation in a manner that enhances shareholder value, including possible options such as a spin-off, sale or other transaction. If the spin-off is the ultimate shareholder value maximizing path, it will most likely occur in 2026, after we have a new Topgolf CEO in place. The transaction will be subject to general market conditions and other customary conditions, which may include receipt of regulatory approvals, compliance with applicable Securities and Exchange Commission (“SEC”) requirements, execution of intercompany agreements, further due diligence as appropriate and final approval by our Board of Directors. There can be no assurance regarding the form and timing of the separation or its completion.

Divestiture of Jack Wolfskin

On May 31, 2025, pursuant to the terms and conditions of the Sale and Purchase Agreement dated as of April 10, 2025 by and between us and Anca Holdco GmbH & Co. KG, a subsidiary of ANTA Sports Products Limited, we completed the sale of 100% of the outstanding equity interests of Callaway Germany Holdco GmbH, which owns various entities that operate the Jack Wolfskin business, for net proceeds of $290.0 million in cash, adjusted for net working capital and other customary conditions. See Note 3 for further information.

Basis of Presentation

We have prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the SEC and accounting principles generally accepted in the United States of America (“GAAP”). Pursuant to these rules and regulations, we have condensed or omitted certain information and disclosures that are normally included in our annual consolidated financial statements which are prepared in accordance with GAAP. In the opinion of management, these condensed consolidated financial statements include all normal and recurring adjustments necessary for the fair presentation of the financial position, results of operations and cash flows for the periods and dates presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 3, 2025. Interim operating results are not indicative of operating results that may be expected for the year ending December 31, 2025, or any other future periods.

We translate the financial statements of our foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. All intercompany balances and transactions have been eliminated during consolidation.

Note 2. 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, “Debt—Debt 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 Statement—Reporting Comprehensive Income—Expense 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 July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”), which allows a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses, that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within annual reporting periods beginning after December 15, 2025, with early adoption permitted. We are in the process of evaluating the impact that ASU 2025-05 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. We are in the process of evaluating the impact that ASU 2025-06 will have on our consolidated financial statements and related disclosures.

Note 3. Divestitures

Divestiture of the Jack Wolfskin Business

On May 31, 2025, pursuant to the terms and conditions of the previously disclosed Sale & Purchase Agreement, dated as of April 10, 2025 by and between the Company and Anca Holdco GmbH & Co. KG, an indirect wholly-owned subsidiary of ANTA Sports Products Limited, we completed the sale of 100% of the outstanding equity interests of Callaway Germany Holdco GmbH, which owns various entities that operate the Jack Wolfskin business, for approximately $290.0 million, net of cash retained and subject to net working capital and other customary adjustments.

During the first quarter of 2025, we determined that the Jack Wolfskin business met the criteria to be classified as held for sale and upon designation, we recorded a $7.0 million impairment loss within selling, general and administrative expenses to write down the assets and liabilities of Jack Wolfskin to their estimated fair value, net of an estimate for costs to sell. Upon completion of the sale of the Jack Wolfskin business on May 31, 2025, we recorded an additional pre-tax loss of $15.7 million, primarily reflecting the release of cumulative translation adjustments of $13.8 million in other income (expense), and adjustments related to selling costs and net working capital adjustments, which were included in selling, general and administrative expenses on the condensed consolidated statement of operations during the second quarter of 2025. During the three months ended September 30, 2025, we recorded an additional pre-tax loss of $0.9 million, primarily reflecting adjustments related to selling costs and net working capital adjustments, which were included in selling, general and administrative expenses on the condensed consolidated statement of operations.

The divestiture reflects our strategic decision to increase our focus and optimize our resources in our core business. The operating results of the Jack Wolfskin business were not classified as discontinued operations as we determined that the sale did not represent a strategic shift that had a major effect on the condensed consolidated statement of operations. The results of operations for the Jack Wolfskin business are reflected within the Active Lifestyle operating segment through the date of the divestiture.

The following table summarizes the total net pre-tax loss recognized within other income (expense), net and selling, general and administrative expenses on our condensed consolidated statement of operations during the nine months ended September 30, 2025 in connection with the divestiture (in millions):


Sale price	$	290.0
Less: Working capital and other customary closing adjustments	(4.0)
Proceeds from sale, net of cash retained and net working capital and customary closing adjustments	286.0
Less: Estimated future net working capital and customary closing adjustments (1)	(2.2)
Proceeds from sale, net of cash retained and estimated net working capital and customary closing adjustments	283.8

Less:
Carrying value of net assets divested	287.7
Direct costs to sell	2.7
Indemnifications provided	3.2
Accumulated other comprehensive loss reclassification adjustment, foreign currency translation	13.8
Loss on sale, before taxes	$	(23.6)

(1) Certain working capital adjustments are to be finalized over a defined period from the close of sale. Any resulting revisions will be settled in cash, with an offsetting impact recognized in loss on sale.

The following table summarizes the major categories of assets and liabilities sold (in millions):


	May 31, 2025
Assets

Accounts receivable	$	11.7
Inventories	86.2
Property, plant and equipment, net	11.8
Operating lease right-of-use assets, net	67.4
Trade names and trademarks	212.2
Goodwill and other intangible assets	16.2
Other assets	36.2
Total assets	$	441.7

Liabilities
Accounts payable and accrued expenses	$	48.6
Operating lease liabilities	64.7
Other liabilities	40.7
Total liabilities	$	154.0

Carrying value of net assets sold	$	287.7

Note 4. 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 international regions being Europe and Asia. Revenue for our Topgolf operating segment is predominately in the United States given that we have significantly more domestic venues than international venues. Revenue related to other business lines at Topgolf is primarily in the United States, in addition to certain regions within Europe and Asia.

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

Licensing, Royalty and Other Income

We have licensing and royalty income on non-cancelable sales-type leases and operating lease agreements for Toptracer installations and Swing Suite licensing agreements at our Topgolf operating segment (see Note 5), in addition to income from licensing agreements for apparel and soft good products in our Active Lifestyle operating segment. 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

Deferred Revenue

Our deferred revenue balance includes short-term and long-term deferred revenue which consists primarily of revenue from the sale of gift cards, event deposits, loyalty points, memberships and prepaid sponsorships at Topgolf, virtual currency and game credits related to digital golf games, as well as upfront territory fees and upfront franchise fees received from international franchise partners.

The following table provides a reconciliation of activity related to our short-term deferred revenue balance for the periods presented (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Beginning Balance (1)	$	86.3	$	97.4	$	96.0	$	110.9
Deferral of revenue	124.4		158.8		410.0		459.9
Revenue recognized	(124.4)		(151.1)		(397.3)		(446.0)
Breakage	(8.7)		(9.0)		(29.9)		(29.8)
Foreign currency translation and other	(0.1)		—		0.2		1.1
Sale of business line	—		—		(1.5)		—
Ending Balance	$	77.5	$	96.1	$	77.5	$	96.1
(1) Beginning balances for the three months ended September 30, 2025 and 2024 represent ending balances as of June 30, 2025 and 2024, respectively. Beginning balances for the nine months ended September 30, 2025 and 2024 represent ending balances as of December 31, 2024 and 2023, respectively.

As of September 30, 2025 and December 31, 2024, our long-term deferred revenue balance was $7.0 million and $7.0 million, respectively, which is included in other long-term liabilities on our condensed consolidated balance sheets.

The following table summarizes the amount of the deferred revenue recognized during the three and nine months ended September 30, 2025 and 2024 that were deferred as of December 31, 2024 and 2023, respectively (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Deferred revenue recognized from prior year ending balance (excluding breakage)	$	5.1	$	10.0	$	58.6	$	61.5

Variable Consideration

We recognize revenue based on the amount of consideration we expect to receive from customers for the sale of our products and services adjusted for estimates of variable consideration related to sales returns, discounts and allowances, sales promotions and sales programs, and price concessions that we offer. These estimates are based on the amounts earned or expected to be claimed by customers.

The following table provides a reconciliation of the activity related to our short-term sales program incentives for the periods presented (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Beginning Balance	$	28.9	$	24.3	$	19.8	$	16.5
Additions	10.6		10.3		43.6		37.3
Credits issued	(10.3)		(8.3)		(32.6)		(26.7)
Foreign currency translation and other	(0.3)		1.2		0.4		0.4
Sale of business line	—		—		(2.3)		—
Ending Balance	$	28.9	$	27.5	$	28.9	$	27.5

Our provision for the sales return liability fluctuates with the seasonality of the business. Actual sales returns are more heavily weighted toward the second half of the year as the golf season comes to an end. The following table provides a reconciliation of the activity related to our sales return reserve for the periods presented (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Beginning Balance	$	93.7	$	92.6	$	67.7	$	55.9
Provision	27.4		36.8		152.5		152.4
Sales returns	(28.5)		(28.5)		(122.7)		(107.4)
Sale of business line	—		—		(4.9)		—
Ending Balance	$	92.6	$	100.9	$	92.6	$	100.9

As of September 30, 2025 and December 31, 2024, the cost recovery of inventory associated with the sales return liability was $40.8 million and $30.4 million, respectively, and is included in other current assets on our condensed consolidated balance sheets. As of September 30, 2025 and December 31, 2024, the accrued rebate liability associated with our sales program was $18.9 million and $30.2 million, respectively, which are included in accounts payable and accrued expenses on our condensed consolidated balance sheets.

Note 5. 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, net—short-term	Other current assets	$	37.5	$	33.9
Leasing receivables, net—long-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

Operating Leases, Financing Leases and DLF Obligations

Supplemental balance sheet information related to our operating and financing right-of-use (“ROU”) assets and lease liabilities and deemed landlord financing (“DLF”) assets and obligations is as follows (in millions):


	Balance Sheet Location	September 30, 2025		December 31, 2024
Assets
Operating lease ROU assets, net	Operating lease ROU assets, net	$	1,242.5	$	1,339.2
Financing lease ROU assets, net	Other assets, net	$	257.2	$	261.4


Liabilities
Current
Operating lease liabilities, short-term	Operating lease liabilities, short-term	$	80.8	$	89.3
Financing lease liabilities, short-term	Accounts payable and accrued expenses	$	1.1	$	1.4
DLF obligations, short-term	Accounts payable and accrued expenses	$	1.1	$	1.0

Non-current
Operating lease liabilities, long-term	Operating lease liabilities, long-term	$	1,299.0	$	1,377.1
Financing lease liabilities, long-term	Financing lease liabilities, long-term	$	306.2	$	301.9
DLF obligations, long-term	Deemed landlord financing obligations	$	1,254.2	$	1,194.8

Lease Termination Incentive

During the first quarter of 2025, we signed an agreement with the landlord of our Japanese subsidiary’s headquarters to terminate a lease prior to its original end date in exchange for a cash incentive of 1,800.0 million Yen (approximately $12.0 million). As a result, we recognized a $12.0 million gain on lease termination, which was recorded in other receivables within other current assets on our condensed consolidated balance sheet, and recognized within selling, general and administrative expenses on our condensed consolidated statement of operations.

Leases Under Construction

As we are actively involved in the construction of Topgolf venues, we recorded $97.3 million in construction costs within property, plant and equipment and $40.2 million in construction advances from the landlords in connection with these properties as of September 30, 2025. We determine the lease classification for these properties at the end of the construction period. Upon lease commencement, the initial base term of these leases is normally 20 years, with most having options to extend for additional terms of up to 20 years. As of September 30, 2025, we had $598.0 million of future lease obligations related to five venues subject to non-cancellable leases that have been signed but have not yet commenced. As of September 30, 2025, expected reimbursements from third-party real estate financing partners exceeded our expected committed capital expenditures.

The components of lease expense included in our condensed consolidated statement of operations for the periods presented below are as follows for the periods presented (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Operating lease costs:	$	40.8	$	46.8	$	126.8	$	137.3

Financing lease costs:
Amortization of ROU assets	2.0		2.0		5.9		5.7
Interest on lease liabilities	4.9		4.6		14.4		12.8
Total financing lease costs	6.9		6.6		20.3		18.5
DLF obligation costs:
Depreciation of DLF assets	11.6		10.1		34.3		28.3
Interest on DLF obligations	28.6		25.7		84.2		74.7
Total DLF obligation costs	40.2		35.8		118.5		103.0
Variable lease costs	1.2		2.2		5.6		8.6
Total lease costs	$	89.1	$	91.4	$	271.2	$	267.4

Other information related to leases (in millions):


	Nine Months Ended September 30,
Supplemental Cash Flows Information	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	120.8	$	125.8
Operating cash flows from finance leases	$	10.4	$	8.9
Operating cash flows from DLF obligations	$	61.5	$	54.9
Financing cash flows from finance leases	$	2.5	$	3.0
Financing cash flows from DLF obligations	$	10.0	$	8.0

Lease liabilities arising from new ROU assets:
Operating leases	$	39.9	$	33.9
Financing leases	$	6.9	$	3.7
DLF obligations	$	50.2	$	158.2


	September 30, 2025		December 31, 2024
Weighted-average remaining lease term (years):
Operating leases	15.1		15.2
Financing leases	35.6		36.2
DLF obligations	36.2		36.8

Weighted-average discount rate:
Operating leases	5.9	%	5.8	%
Financing leases	6.9	%	6.5	%
DLF obligations	9.5	%	9.4	%

As of September 30, 2025, our future minimum lease obligations were as follows (in millions):


	Operating Leases		Financing Leases		DLF Obligations(1)		Total
Remainder of 2025	$	29.4	$	2.9	$	16.2	$	48.5
2026	154.5		18.5		103.1		276.1
2027	155.4		19.2		104.4		279.0
2028	155.2		19.6		106.6		281.4
2029	155.1		20.1		109.0		284.2
Thereafter	1,556.2		843.0		4,676.9		7,076.1
Total future lease payments	2,205.8		923.3		5,116.2		8,245.3
Less: imputed interest	826.0		616.0		3,860.9		5,302.9
Total	$	1,379.8	$	307.3	$	1,255.3	$	2,942.4

(1) Future lease payments for DLF Obligations include approximately $21.2 million of reimbursements which we expect to receive from third-party financing partners that were not yet received as of September 30, 2025. Imputed interest includes approximately $72.2 million related to these unfunded DLF Obligations as of September 30, 2025.

Note 6. 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		1,191.5		1,457.9
Total Debt, net of Unamortized Debt Issuance Costs			$	1,463.4	$	1,473.2

Total interest and amortization expense related to our credit facilities and long-term debt obligations, which is included in “Interest expense, net” in our condensed consolidated statement of operations, is summarized as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Short-Term Credit Facilities
2025 Japan ABL Credit Facility	$	0.2	$	—	$	0.5	$	—
2023 ABL Credit Facility	0.3		0.5		0.8		1.7
2022 Japan ABL Credit Facility	—		0.1		—		0.2
Total	$	0.5	$	0.6	$	1.3	$	1.9

Long-Term Debt and Credit Facilities
2023 Term Loan B	$	22.8	$	25.9	$	67.8	$	81.0
Convertible Notes	1.8		1.7		5.3		5.3
Equipment Notes	0.1		0.1		0.3		0.4
Financed Tenant Improvements	—		0.1		0.2		0.2
Mortgage Loans	1.1		1.2		3.4		3.5
Total	$	25.8	$	29.0	$	77.0	$	90.4

Short-Term Credit Facilities and Available Liquidity

2023 Asset-Based Revolving Credit Facility

We have a senior secured asset-based revolving credit facility (as amended, the “2023 ABL Credit Facility”) with Bank of America, N.A. and other lenders, which provides for senior secured asset-based revolving credit facilities in an original aggregate principal amount of up to $485.0 million and consists of U.S., Canadian, and U.K./Dutch facilities, in each case, subject to borrowing base availability under the applicable facility. Amounts outstanding under the 2023 ABL Credit Facility are secured by a first priority lien on certain of our assets and certain of the assets of our subsidiaries in the United States, Canada, the Netherlands, and the United Kingdom (other than certain excluded subsidiaries) and a second-priority lien on substantially all of our and such subsidiaries’ other assets (in each case, other than certain excluded assets).

The 2023 ABL Credit Facility includes customary affirmative and negative covenants, including among other things, restrictions on the incurrence of additional debt, liens, dividends and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions, as well as customary events of default. We are also subject to compliance with a 1.0:1.0 minimum fixed charge coverage ratio during certain specified periods in which our borrowing base availability falls below 10.0% of the maximum aggregate principal amount of the facility. The interest rate applicable to outstanding borrowings under the 2023 ABL Credit Facility may fluctuate depending on our “Availability Ratio,” as defined in the loan and security agreement governing the 2023 ABL Credit Facility, and any unused portions of the 2023 ABL Credit Facility are subject to a monthly fee of 0.25% per annum.

On April 9, 2025, we entered into an amendment to the 2023 ABL Credit Facility, pursuant to which, concurrently with the completion of the sale of the Jack Wolfskin business, among other things, (a) Jack Wolfskin Ausrüstung Für Draussen GmbH & Co. KGaA was released as a borrower and a guarantor under the 2023 ABL Credit Facility, (b) a portion of the revolving commitments under the 2023 ABL Credit Facility, in an aggregate principal amount of $20.0 million, was reallocated from the German facility thereunder (the “German Facility”) to the U.S. facility thereunder, and (c) the remainder of the German Facility was terminated.

2025 Japan ABL Credit Facility

In January 2025, our Japan subsidiary entered into a new 3-year asset-based revolving credit facility (the “2025 Japan ABL Credit Facility”) with the Mizuho Bank, Ltd., which provides a line of credit to our Japan subsidiary of up to 9.0 billion Yen (or approximately $60.8 million using the exchange rate in effect as of September 30, 2025), is subject to borrowing base availability under the facility and is secured by certain assets, including eligible inventory and accounts receivable of our Japan subsidiary which are subject to certain restrictions and covenants related to certain pledged assets and financial performance metrics. The interest rate applicable to outstanding borrowings under the 2025 Japan ABL Credit Facility is subject to an effective interest rate equal to the Tokyo Interbank Offered Rate (TIBOR) plus 0.70%.

2022 Japan ABL Credit Facility

We had an asset-based revolving credit facility (the “2022 Japan ABL Credit Facility”) with the Bank of Tokyo-Mitsubishi UFJ, which provided a line of credit to our Japan subsidiary of up to 6.0 billion Yen (or approximately $38.7 million using the exchange rate in effect as of January 31, 2025), was subject to borrowing base availability under the facility and was secured by certain assets, including eligible inventory and accounts receivable of our Japan subsidiary which were subject to certain restrictions and covenants related to certain pledged assets and financial performance metrics. The interest rate applicable to outstanding borrowings under the 2022 Japan ABL Credit Facility was subject to an effective interest rate equal to the TIBOR plus 0.80%. The 2022 Japan ABL Credit Facility matured and was repaid in full on January 25, 2025.

Consolidated Available Liquidity

Consolidated available liquidity is comprised of cash on hand and amounts available under our U.S. and Japan ABL credit facilities, less outstanding letters of credit and outstanding borrowings and was $1,254.2 million as of September 30, 2025. Our average availability and weighted-average interest rate under our 2023 ABL Credit Facility and 2025 Japan ABL Credit Facility were as follows for the periods presented (in millions except interest rates):


(in millions, except interest rates)	September 30, 2025
2023 ABL Credit Facility
Average availability	$	413.4
Weighted-average interest rate	4.74		%

2025 Japan ABL Credit Facility
Average availability	$	13.3
Weighted-average interest rate	1.25		%

Long-Term Debt and Credit Facilities

2023 Term Loan B

We have a senior secured term loan B facility (as amended, the “2023 Term Loan B”) with Bank of America, N.A. and other lenders in an original aggregate principal amount of $1,250.0 million, which was issued net of an original issuance discount of $12.5 million. In March 2024, we entered into an amendment to the 2023 Term Loan B (the “First Amendment”) in order to, among other things, decrease the interest rate applicable to the outstanding term loans thereunder. The interest rate on outstanding borrowings under the 2023 Term Loan B are, at our option, a rate per annum equal to: (a) a term SOFR-based rate (“Term SOFR”) (subject to a 0% floor) plus an applicable margin of 2.75% or 3.00%, depending on our applicable debt rating, as defined in the credit agreement governing the 2023 Term Loan B; or (b) a base rate equal to the sum of (i) the greater of (A) the greater of the federal funds rate and the overnight bank funding rate published by the Federal Reserve Bank of New York, plus 0.50%, (B) Term SOFR for a one-month interest period plus 1.0% (and subject to a 1% floor), (C) the prime rate announced by Bank of America from time to time, and (D) 1.0%, plus (ii) an applicable margin of 1.75% or 2.00%, depending on our applicable debt rating.

The First Amendment was accounted for as a partial debt modification and partial debt extinguishment, which resulted in a non-cash loss of $4.7 million related to the write-off of unamortized debt issuance costs and original issuance discounts for prior lenders under our 2023 Term Loan B who did not participate in the First Amendment. This non-cash loss was recognized in other income (expense), net in our condensed consolidated statement of operations during the three months ended March 31, 2024. Additionally, we also incurred $1.1 million of fees related to the transaction, of which $0.2 million were recognized as deferred debt issuance costs and $0.9 million were recognized as selling, general and administrative expense during the three months ended March 31, 2024.

The 2023 Term Loan B includes customary affirmative and negative covenants, including among other things, restrictions on the incurrence of additional debt, liens, dividends and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions, as well as customary events of default. The 2023 Term Loan B is not subject to any financial covenants and, subject to certain customary exceptions, is guaranteed by certain of our direct and indirect wholly-owned U.S. subsidiaries and secured by substantially all of our assets and the assets of each such subsidiary guarantor, with priority of the liens securing the 2023 Term Loan B and the liens securing the 2023 ABL Credit Facility subject to the terms of a customary intercreditor agreement.

Convertible Notes

We have convertible senior notes issued in May 2020 (the “Convertible Notes”) which are structurally subordinated to all existing and future indebtedness and other liabilities and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries. The Convertible Notes are convertible into shares of our common stock at an initial conversion rate of 56.8 shares per $1,000 of principal, or an initial conversion price of $17.62 per share, and interest is payable on the Convertible Notes semi-annually in arrears on May 1 and November 1 of each year. As of May 6, 2023, we have the option to settle all or part of the Convertible Notes through cash settlement, physical settlement, or combination settlement at our election, subject to certain stipulations. Additionally, all or any portion of the Convertible Notes may be converted at the conversion rate and at the holders’ option on or after February 1, 2026 until the close of business on the second trading day immediately prior to the maturity date, and upon the occurrence of certain contingent conversion events. The Convertible Notes mature on May 1, 2026, unless earlier redeemed or repurchased by the Company or converted, and are reflected under current liabilities on our condensed consolidated balance sheet as of September 30, 2025.

Capped Call

In connection with the pricing of the Convertible Notes, we entered into privately negotiated capped call transactions with certain counterparties (“Capped Calls”). The Capped Calls cover the aggregate number of shares of our common stock that initially underlie the Convertible Notes and are generally expected to reduce potential dilution and/or offset any cash payments we are required to make related to any conversion of the Convertible Notes. The Capped Calls, which each have an exercise price of $17.62 per share, are subject to certain adjustments and each have a cap price of $25.88 per share. The initial cost of the Capped Calls was a reduction to additional paid-in-capital on our condensed consolidated balance sheets.

Equipment Notes

We have long-term financing agreements (the “Equipment Notes”) with various lenders which we use to invest in certain facilities and information technology equipment. The loans are secured by the relative underlying equipment.

Mortgage Loans

We have three mortgage loans related to our Topgolf venues which are secured by the assets of each respective venue and require either monthly (i) principal and interest payments or (ii) interest-only payments until their maturity dates. For loans requiring monthly interest-only payments, the entire unpaid principal balance and any unpaid accrued interest is due on the maturity date thereof.

Aggregate Amount of Long-Term Debt Maturities

The following table presents our combined aggregate amount of maturities for our long-term debt over the next five years and thereafter as of September 30, 2025.


	(in millions)
Remainder of 2025	$	4.5
2026	276.4
2027	15.6
2028	13.8
2029	13.9
Thereafter	1,157.9
Total aggregate amount of maturities	$	1,482.1
Less: Unamortized debt issuance costs	18.7
Total aggregate amount of maturities, net of unamortized debt issuance costs	$	1,463.4

As of September 30, 2025, we were in compliance with all fixed charge coverage ratios and all other covenants and reporting requirements under the terms of our long-term debt and credit facilities mentioned above, as applicable.

Note 7. (Loss) Earnings Per Common Share

The following table summarizes the computation of basic and diluted earnings per common share for the periods presented (in millions, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
(Loss) earnings per common share—basic
Net (loss) income	$	(14.7)	$	(3.6)	$	7.7	$	65.0
Weighted-average common shares outstanding—basic	183.9		183.8		183.7		183.7
(Loss) earnings per common share—basic	$	(0.08)	$	(0.02)	$	0.04	$	0.35

(Loss) earnings per common share—diluted
Net (loss) income	$	(14.7)	$	(3.6)	$	7.7	$	65.0
Interest expense attributable to convertible notes, net of tax	—		—		—		4.9
Net (loss) income attributable to (loss) earnings per common share—diluted	$	(14.7)	$	(3.6)	$	7.7	$	69.9

Weighted-average common shares outstanding—basic	183.9		183.8		183.7		183.7
Incremental shares for assumed conversion of Convertible Notes	—		—		—		14.7
Outstanding options, restricted stock units and performance share units	—		—		1.5		0.9
Weighted-average common shares outstanding—diluted	183.9		183.8		185.2		199.3
(Loss) earnings per common share—diluted	$	(0.08)	$	(0.02)	$	0.04	$	0.35

Anti-Dilutive Securities

For the nine months ended September 30, 2025, approximately 17.2 million securities outstanding comprised of shares subject to conversion from the Convertible Notes, stock options and restricted stock units, were excluded from the calculation of diluted earnings per common share as they would be anti-dilutive. For the nine months ended September 30, 2024, approximately 2.3 million securities outstanding comprised of stock options and restricted stock units were excluded from the calculation of diluted earnings per common share as they would be anti-dilutive.

Note 8. 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)		(25.5)		(105.6)
Foreign currency and other	(34.8)		—		—		(4.5)		(3.2)		(42.5)
Net book value, December 31, 2024	$	1,303.9	$	10.7	$	0.5	$	22.8	$	34.7	$	1,372.6
(1) Represents intangible asset amounts disposed of in connection with the sale of the Jack Wolfskin business which was completed during the second quarter of 2025 (see Note 3).

For the three months ended September 30, 2025 and 2024, we recognized amortization expense of $1.9 million and $2.9 million, respectively, related to acquired intangible assets, which is primarily included in selling, general and administrative expenses in the condensed consolidated statements of operations. For the nine months ended September 30, 2025 and 2024, we recognized amortization expense of $6.4 million and $8.8 million, respectively, related to acquired intangible assets, which is primarily included in selling, general and administrative expenses in the condensed consolidated statements of operations.

As of September 30, 2025, intangible asset amortization expense is expected to be incurred for the periods presented as follows (in millions):


Remainder of 2025	$	1.8
2026	7.2
2027	6.8
2028	6.6
2029	6.5
Thereafter	10.0
Total	$	38.9

Note 9. Investments

Investment in Full Swing

We have an ownership interest of less than 20.0% in Full Swing Golf Holdings, LLC (“Full Swing”), owners of multi-sport indoor virtualization and simulation technology. The investment is accounted for at cost less impairments and adjusted for observable changes in fair value. At both September 30, 2025 and December 31, 2024, the carrying value of our investment in Full Swing was $9.3 million, and is included in other assets, net on our condensed consolidated balance sheets.

Investment in Five Iron Golf

We have an ownership interest of less than 20.0% in preferred shares of The Range NYC, LLC (“Five Iron Golf”), an urban indoor golf experience company which hosts a golf simulation technology and serves food and beverage. The investment is accounted for at cost less impairments and is adjusted for observable changes in fair value. At both September 30, 2025 and December 31, 2024, the carrying value of our investment in Five Iron Golf was $33.9 million, and is included in other assets, net on our condensed consolidated balance sheets.

Other Investments

In addition to the investments above, as of September 30, 2025 and December 31, 2024, we had other miscellaneous equity investments of approximately $6.7 million and $5.2 million, respectively, which are classified as other assets, net on our condensed consolidated balance sheets. The investments are accounted for at cost less impairments and are adjusted for observable changes in fair value.

Note 10. Selected Financial Data

Selected financial data as of the dates presented below is as follows (in millions, except useful life data):


		September 30, 2025		December 31, 2024






Inventories:
Finished goods		$	435.8	$	597.1
Work in process		1.0		0.9
Raw materials		124.8		152.0
Food and beverage		7.1		7.3
Total inventories		$	568.7	$	757.3


		September 30, 2025		December 31, 2024
Other current assets:
Credit card and other receivables		$	35.5	$	61.6
Sales return reserve cost recovery asset		40.8		30.4
Taxes receivable		12.6		11.4

Leasing receivables		37.5		33.9


Other		18.3		23.0
Total other current assets		$	144.7	$	160.3



	Estimated Useful Life	September 30, 2025		December 31, 2024
Property, plant and equipment, net:
Land		$	205.0	$	207.0
Buildings and leasehold improvements	3 - 40 years	1,968.8		1,877.1
Machinery and equipment	2 - 10 years	301.4		316.6
Furniture, computer hardware and equipment	3 - 5 years	500.2		432.2
Internal-use software	3 - 10 years	157.2		151.2
Production molds	2 - 5 years	11.0		10.9
Construction-in-process		154.6		102.5
Total property, plant, and equipment, gross		3,298.2		3,097.5
Less: Accumulated depreciation		1,075.6		878.5
Total property, plant, and equipment, net		$	2,222.6	$	2,219.0

Depreciation expense is recognized in cost of products, other venue expenses, research and development expenses, and selling, general and administrative expenses on the condensed consolidated statement of operations, consistent with the use of the underlying asset. For the three months ended September 30, 2025 and 2024, we recorded total depreciation expense of $63.6 million and $65.2 million, respectively, in our condensed consolidated statements of operations. For the nine months ended September 30, 2025 and 2024, we recorded total depreciation expense of $196.0 million and $190.5 million, respectively, in our condensed consolidated statements of operations.


(in millions)	September 30, 2025		December 31, 2024
Accounts payable and accrued expenses:
Accounts payable	$	87.1	$	96.4
Accrued expenses	193.5		185.1
Accrued inventory	52.3		169.8
Total accounts payable and accrued expenses	$	332.9	$	451.3

Note 11. 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 and 2024, respectively. As a percentage of pre-tax income, our effective tax rate was 67.0% and (58.9)% for the nine months ended September 30, 2025 and 2024, respectively. In the nine months ended September 30, 2025, the primary difference between the statutory rate and the effective rate is due to the mix of U.S. and foreign earnings, as well as impacts associated with the sale of the Jack Wolfskin business. In the nine 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.

As of September 30, 2025, the gross liability for income taxes associated with uncertain tax positions was $19.9 million. Of this amount, $12.4 million would benefit our condensed consolidated financial statements and effective income tax rate if favorably settled. We recognize interest and penalties related to income tax matters in income tax expense.

As of September 30, 2025, we have released uncertain tax positions related to transfer pricing transactions between our subsidiaries due to a favorable tax settlement in a foreign jurisdiction. We recorded a benefit of $3.8 million during the period related to the release.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Although the OBBBA has not had a material impact on the result of operations during this period of enactment, we continue to assess its impact on our consolidated financial statements. The impact of the OBBBA on us will depend on many factors, including future regulatory and Internal Revenue Service guidance and other interpretations of the OBBBA. We will continue to analyze the effect of the OBBBA and such other guidance on our tax positions and to monitor developments.

Note 12. 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 predict the outcome of the pending actions, and, as with any litigation, it is possible that some of these actions could be decided unfavorably, we do not believe that the matters currently pending against us will have a material adverse effect on our business, condensed consolidated results of operations, cash flows or financial position.

Commitments

During the normal course of business, we enter into agreements to purchase goods and services, including commitments for endorsement agreements with professional athletes and other endorsers, consulting and service agreements, intellectual property licensing agreements pursuant to which we are required to pay royalty fees, and signed retail lease agreements of which we have not taken possession as of quarter-end. The amounts listed below approximate the minimum future commitments we are obligated to pay under these agreements. The actual amounts paid under some of the agreements may be higher or lower than these amounts due to the variable nature of these obligations.

As of September 30, 2025, the minimum obligation we are required to pay under these agreements over the next five years and thereafter is as follows (in millions):


Remainder of 2025	$	35.7
2026	48.2
2027	24.2
2028	10.7
2029	1.8
Thereafter	8.9
Total	$	129.5

Our minimum future obligations related to lease agreements signed but not yet commenced for Topgolf venues in addition to capital commitment for venues under construction are excluded from the table above. See Note 5 for further information.

Other Contingent Contractual Obligations

During the normal course of business, we have made certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. The duration of these indemnities, commitments and guarantees varies, and in certain cases, may be indefinite and the majority of these indemnities, commitments and guarantees do not provide for any limitation on the maximum amount of future payments we could be obligated to make. Historically, costs incurred to settle claims related to indemnities have not been material to our financial position, results of operations or cash flows. In addition, we believe the likelihood is remote that payments under the commitments and guarantees described above will have a material effect on our condensed consolidated financial statements. The fair value of indemnities, commitments and guarantees that we issued during the nine months ended, and as of, September 30, 2025, were not material to our financial position, results of operations or cash flows.

Note 13. 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 Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of products	$	0.4	$	0.4	$	1.2	$	1.3
Selling, general and administrative expense	2.9		6.8		14.9		25.7
Research and development expense	0.2		0.1		0.3		0.5
Other venue expense	0.4		0.5		1.5		1.5
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

Note 14. 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 condensed consolidated balance sheets. During the three months ended September 30, 2025 and September 30, 2024, we recognized $7.0 million and $2.8 million, respectively, of dividend income on our money market funds. During the nine months ended September 30, 2025 and September 30, 2024, we recognized $12.4 million and $5.5 million, respectively, of dividend income on our money market funds. Dividend income is included in other income, net in the condensed consolidated statements of operations.

Hedging instruments are re-measured on a recurring basis using pricing models, broker quotes, daily market foreign currency rates, and interest rate curves as applicable (see Note 15) and are therefore categorized within Level 2 of the fair value hierarchy.

The following table summarizes the valuation of our foreign currency forward contracts and interest rate hedge agreements (see Note 15) that are measured at fair value on a recurring basis and are classified within Level 2 of the fair value hierarchy as of the periods presented below (in millions):


	Level 2 Fair Value
September 30, 2025
Foreign currency forward contracts—asset position	$	1.5
Foreign currency forward contracts—liability position	(2.4)
Interest rate hedge agreements—asset position	0.9
Interest rate hedge agreements—liability position	(1.4)
Total	$	(1.4)
December 31, 2024
Foreign currency forward contracts—asset position	$	5.7
Foreign currency forward contracts—liability position	(1.0)
Interest rate hedge agreements—asset position	7.8

Total	$	12.5

There were no transfers of financial instruments between the levels of the fair value hierarchy during the three and nine months ended September 30, 2025 and 2024.

Disclosures about the Fair Value of Financial Instruments

The table below presents information about the fair value of our financial liabilities, and is provided for comparative purposes only relative to the carrying values recognized in the condensed consolidated balance sheets as of the periods presented below (in millions):


		September 30, 2025				December 31, 2024
	Measurement Level	Carrying Value		Fair Value		Carrying Value		Fair Value


2025 Japan ABL Credit Facility	Level 2	$	47.3	$	47.3	$	—	$	—
2022 Japan ABL Credit Facility	Level 2	$	—	$	—	$	25.4	$	25.4
2023 Term Loan B	Level 2	$	1,168.8	$	1,160.0	$	1,178.1	$	1,175.2
Convertible Notes	Level 2	$	258.3	$	255.1	$	258.3	$	250.1
Equipment Notes	Level 2	$	7.6	$	7.2	$	11.7	$	10.7
Mortgage Loans	Level 2	$	43.7	$	51.5	$	44.3	$	53.0

Non-recurring Fair Value Measurements

We measure certain long-lived assets, goodwill, non-amortizing intangible assets and investments at fair value on a non-recurring basis, at least annually or more frequently if impairment indicators are present. During the first quarter of 2025, we determined that the Jack Wolfskin business met the criteria to be classified as held-for-sale and upon designation, we recorded a $7.0 million impairment within selling, general and administrative expenses on the condensed consolidated statement of operations to write down the assets and related liabilities to their estimated fair value reduced for the costs to dispose of the assets. The estimate of fair value used to determine the loss was derived using estimated proceeds of $290.0 million from the sale and unobservable inputs which were categorized within Level 3 of the fair value hierarchy. On May 31, 2025, we completed the sale of the Jack Wolfskin business and recorded an additional loss on the sale of $15.7 million within other income (expense) and selling, general and administrative expenses on our condensed consolidated statement of operations. During the three months ended September 30, 2025, we recorded an additional loss on the sale of $0.9 million within selling, general and administrative expenses on our condensed consolidated statement of operations (see Note 3).

During the second quarter of 2024, we recognized $6.3 million of total impairment charges, of which $3.4 million was related to the abandonment of our Shankstars online digital game in our Topgolf segment, and $2.9 million was recognized as a result of an assessment of retail locations of the Jack Wolfskin business in connection with our restructuring and reorganization initiatives within our Active Lifestyle segment (see Note 18). In relation to the Jack Wolfskin business, we determined that certain operating ROU and fixed assets related to certain retail stores may not be fully recoverable based on the estimated cash flows for these stores over the remaining lease terms and asset lives, therefore we reduced the carrying values of these assets to their fair values. The impairment loss was categorized within Level 3 of the fair value hierarchy, and was recognized in selling, general and administrative expense in our consolidated statement of operations. The impairment loss related to the abandonment of Shankstars was recognized in research and development costs in our consolidated statement of operations. We did not recognize any impairments during the three months ended September 30, 2024.

Note 15. Derivatives and Hedging

We use designated cash flow hedges and non-designated hedges in the form of foreign currency forward contracts as part of our strategy to manage the exposure to fluctuations in foreign currency exchange rates and to mitigate the impact of foreign currency translation on transactions that are denominated in the local currencies in the various international regions in which we do business. We also use interest rate swap contracts to mitigate the impact of variable interest rates on our long-term debt.

We only use foreign currency forward contracts and interest rate swap contracts to meet our objectives of minimizing variability in our operating results which may arise from changes in foreign exchange rates and interest rates, and we do not enter into either of these types of contracts for speculative purposes. We utilize counterparties for our derivative instruments that we believe are creditworthy at the time we enter into the transactions, and we closely monitor the credit ratings of these counterparties.

The following table summarizes the fair value of our derivative instruments as well as the location of the asset and/or liability on the condensed consolidated balance sheets as of the periods presented below (in millions):


	Balance Sheet Location	Fair Value of Asset Derivatives
		September 30, 2025		December 31, 2024
Derivatives designated as cash flow hedging instruments:
Foreign currency forward contracts	Other current assets	$	0.5	$	0.1
Interest rate swap contract	Other current assets	0.9		3.0
Interest rate swap contract	Other assets, net	—		4.8
Total		$	1.4	$	7.9

Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other current assets	1.0		5.6



Total asset position		$	2.4	$	13.5


	Balance Sheet Location	Fair Value of Liability Derivatives
		September 30, 2025		December 31, 2024
Derivatives designated as cash flow hedging instruments:
Foreign currency forward contracts	Accounts payable and accrued expenses	$	1.6	$	0.8
Interest rate swap contracts	Other long-term liabilities	1.4		—

		$	3.0	$	0.8
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accounts payable and accrued expenses	0.8		0.2




Total liability position		$	3.8	$	1.0

Our derivative instruments are subject to a master netting agreement with each respective counterparty bank and are therefore net settled at their maturity date. Although we have the legal right of offset under the master netting agreements, we have elected not to present these contracts on a net settlement amount basis, and therefore present these contracts on a gross basis on the accompanying condensed consolidated balance sheets as of September 30, 2025 and consolidated balance sheets as of December 31, 2024.

Cash Flow Hedging Instruments

Foreign Currency Forward Contracts

We use foreign currency derivatives designated as qualifying cash flow hedging instruments, including foreign currency forward contracts to help mitigate our foreign currency exposure from intercompany sales of inventory and intercompany expense reimbursements to our foreign subsidiaries. These contracts generally mature within 12 months to 15 months from their inception. As of September 30, 2025 and December 31, 2024, the notional amounts of our foreign currency forward contracts designated as cash flow hedge instruments was $25.0 million and $9.4 million, respectively.

Interest Rate Swap Contracts

We use interest rate swaps designated as a cash flow hedge to mitigate the risk of changes in interest rates associated with our variable-rate long-term debt.

In April 2023, we entered into interest rate swaps designated as cash flow hedges in order to mitigate the risk of interest rate fluctuations associated with our 2023 Term Loan B as well as any of our other variable-rate debt. Over the life of the 2023 Term Loan B, we will receive variable interest payments from the counterparty lenders in exchange for our fixed interest rate payments which are made at a weighted-average rate of 3.36% across our interest rate swap contracts, without exchange of the underlying notional amount, which was $400.0 million as of both September 30, 2025 and December 31, 2024.

The following tables summarize the net effect of all cash flow hedges for each of our derivative contracts on the condensed consolidated financial statements for the periods presented (in millions):


	Gain/(Loss) Recognized in Other Comprehensive Income
	Three Months Ended September 30,				Nine Months Ended September 30,
Derivatives designated as cash flow hedging instruments	2025		2024		2025		2024
Foreign currency forward contracts	$	1.7	$	(3.0)	$	(6.1)	$	4.2
Interest rate swap contracts	0.5		(10.8)		(5.3)		1.7
Total	$	2.2	$	(13.8)	$	(11.4)	$	5.9


		(Loss)/Gain Reclassified from Other Comprehensive Income into Earnings
		Three Months Ended September 30,				Nine Months Ended September 30,
Derivatives designated as cash flow hedging instruments	Statement of Operations Location	2025		2024		2025		2024
Foreign currency forward contracts	Cost of Products	$	(2.6)	$	1.9	$	(3.2)	$	5.6
Interest rate swap contracts	Interest Expense	1.0		2.7		3.2		8.2
Total		$	(1.6)	$	4.6	$	—	$	13.8

For the three and nine months ended September 30, 2025, $0.5 million and $2.0 million, respectively of net gains related to the amortization of forward points were released from accumulated other comprehensive income and recognized in cost of products. Based on the current valuation of our foreign currency forward contracts, we expect to release net losses of $3.6 million related to our foreign currency forward contracts from accumulated other comprehensive income into earnings over the course of the next 12 months.

Foreign Currency Forward Contracts Not Designated as Hedging Instruments

We use foreign currency forward contracts that are not designated as qualifying cash flow hedging instruments to mitigate the exposure to fluctuations in foreign currency exchange rates due to the remeasurement of certain balance sheet payables and receivables denominated in foreign currencies, as well as gains and losses resulting from the translation of the operating results of our international subsidiaries into U.S. dollars for financial reporting purposes. These contracts generally mature within 12 months from inception. As of September 30, 2025 and December 31, 2024, the notional amounts of our foreign currency forward contracts used to mitigate the exposures discussed above were approximately $97.3 million and $203.0 million, respectively.

During the three months ended September 30, 2025 and 2024, we recognized net foreign currency transaction losses of $3.5 million and gains of $17.2 million, respectively, in other income (expense), net. During the nine months ended September 30, 2025 and 2024, we recognized net foreign currency transaction gains of $21.9 million and losses of $1.0 million, respectively, in other income (expense), net.

The following table summarizes the location of net gains and losses on foreign currency forward contracts recognized in the condensed consolidated statements of operations for the periods presented, which partially offset the gains and losses from foreign currency transactions and translation (in millions):


	Location of Net Gain/(Loss) Recognized in Income on Derivative Instruments	Net Gain/(Loss) Recognized in Income on Derivative Instruments
Derivatives not designated as hedging instruments		Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
Foreign currency forward contracts	Other income, net	$	5.5	$	(19.7)	$	(21.7)	$	9.5

Note 16. Accumulated Other Comprehensive Loss

The following table details the amounts reclassified from accumulated other comprehensive loss and foreign currency translation adjustments for the three and nine months ended September 30, 2025 (in millions):


	Derivative Instruments		Foreign Currency Translation		Total
Accumulated other comprehensive loss, June 30, 2025, after tax	$	(4.9)	$	(23.8)	$	(28.7)
Change in derivative instruments	2.2		—		2.2
Net losses reclassified to cost of products	2.6		—		2.6

Net gains reclassified to interest expense	(1.0)		—		(1.0)
Income tax impact on derivative instruments	(0.7)		—		(0.7)

Foreign currency translation adjustments	—		(4.7)		(4.7)
Accumulated other comprehensive loss, September 30, 2025, after tax	$	(1.8)	$	(28.5)	$	(30.3)


	Derivative Instruments		Foreign Currency Translation		Total

Accumulated other comprehensive loss, December 31, 2024, after tax	$	7.0	$	(83.0)	$	(76.0)
Change in derivative instruments	(11.4)		—		(11.4)
Net losses reclassified to cost of products	3.2		—		3.2

Net gains reclassified to interest expense	(3.2)		—		(3.2)
Income tax impact on derivative instruments	2.6		—		2.6
Cumulative foreign currency translation adjustments reclassified into other income upon dissolution of foreign subsidiary	—		13.8		13.8
Foreign currency translation adjustments	—		40.7		40.7
Accumulated other comprehensive loss, September 30, 2025, after tax	$	(1.8)	$	(28.5)	$	(30.3)

Note 17. 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-flight tracking technology, and WGT digital golf game, which was sold in December 2024;

•Golf Equipment, which is comprised of product revenues and expenses that encompass golf club and golf ball products, including Callaway Golf-branded woods, hybrids, irons, wedges, Odyssey putters, including Toulon Design putters by Odyssey, packaged sets, Callaway Golf and Strata-branded golf balls and sales of pre-owned golf clubs; and

•Active Lifestyle, which is comprised of product revenues and expenses for the TravisMathew golf and lifestyle apparel and accessories business, the Callaway soft goods business and the OGIO business, which consists of golf apparel and accessories (including golf bags), and storage gear for sport and personal use. Results of operations for the Jack Wolfskin business were also reflected within the Active Lifestyle operating segment through May 31, 2025, the date of the sale. See Note 3 for further information. This segment also includes royalties from licensing of our trademarks and service marks for various soft goods products.

There were no significant intersegment transactions during the three and nine months ended September 30, 2025 or 2024.

The following table contains information utilized by the CODM to evaluate our operating segments for the periods presented below (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Topgolf:
Service and product revenue	$	472.2	$	453.2	$	1,351.2	$	1,370.4
Less:
Cost of products and services, excluding depreciation and amortization	52.0		50.9		145.3		148.9
Other venue expense	341.6		324.3		996.4		983.9
Selling, general and administrative expense	40.9		41.9		118.3		128.1
Research and development expense	4.2		3.9		11.8		12.3
Venue pre-opening costs	2.4		3.9		4.8		9.9
Segment operating income	$	31.1	$	28.3	$	74.6	$	87.3

Golf Equipment:
Product revenue	$	305.3	$	293.5	$	1,160.6	$	1,157.2
Less:
Cost of products	193.1		180.2		677.6		682.8
Selling, general and administrative expense	76.2		73.4		244.0		248.9
Research and development expense	12.8		13.1		37.9		39.2
Segment operating income	$	23.2	$	26.8	$	201.1	$	186.3

Active Lifestyle:
Product revenue	$	156.5	$

Topgolf Callaway Brands Corp. 10-Q