Topgolf Callaway Brands Corp 2024年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.Commission file number1-10962 Topgolf Callaway Brands Corp.(Exact name of registrant as specified in its charter) 95-3797580(I.R.S. EmployerIdentification No.) Delaware(State or other jurisdiction ofincorporation or organization) 2180 Rutherford Road,Carlsbad,CA92008(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: Securities registered pursuant to Section12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ 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 1934during 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 filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation 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☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging 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 filerýNon-accelerated filer☐ 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.□ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). □ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ As of June28, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $2.1billion based on theclosing sales price of the registrant’s common stock as reported on the New York Stock Exchange. Such amount was calculated by excluding all shares held bydirectors and executive officers and shares held in treasury, without conceding that any of the excluded parties are “affiliates” of the registrant for purposes ofthe federal securities laws. As of February19, 2025, the number of shares outstanding of the registrant’s common stock, $.01 par value, was183,396,369. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference from the registrant’s Definitive Proxy Statement to be filed with the Securities and ExchangeCommission (“SEC” or “Commission”) pursuant to Regulation 14A in connection with the registrant’s 2025 Annual Meeting of Shareholders, which isscheduled to be heldon May 29, 2025. Such Definitive Proxy Statement will be filed with the Commission not later than 120 days after the conclusion of theregistrant’s fiscal year ended December 31, 2024. Important Notice to Investors Regarding Forward-Looking Statements:This report contains “forward-looking statements” asdefined 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, s