Topgolf Callaway Brands Corp. 8-K

What Happened
Topgolf Callaway Brands Corp. announced the closing of the previously disclosed Equity Purchase Agreement effective January 1, 2026: the company and its subsidiary sold a 60% interest in the Topgolf and Toptracer businesses to LGP TG Aggregator, LLC (an affiliate of Leonard Green & Partners). The transaction generated approximately $800 million in net proceeds (including a $660 million purchase price for Topgolf equity interests plus related financing proceeds, net of fees and adjustments). The purchase agreement was dated November 17, 2025 and the company filed this 8-K on January 7, 2026 (press release issued January 5, 2026).

Key Details

• Closing date: January 1, 2026; purchaser: LGP TG Aggregator, LLC (Leonard Green affiliate).
• Stake sold: 60% of Topgolf and Toptracer; net proceeds: ~ $800 million; stated equity purchase price: $660 million.
• Governance: Topgolf Topco, LLC (TopCo) will be governed by a six-member board of managers — Purchaser appoints 3, the Company 2, and the Company can designate a third manager only while holding certain ownership thresholds.
• Transfer and control rights: Company faces a two-year restriction on transfers of its TopCo interests (with limited exceptions), right-of-first-offer and tag-along rights apply, and the Company retains certain consent/consultation rights over material TopCo actions while its ownership remains above specified thresholds. Quarterly tax distributions to members are included. Pro forma financial information reflecting the transaction is filed with the 8-K.

Why It Matters
This transaction monetizes a majority stake in Topgolf/Toptracer and provides Topgolf Callaway Brands with substantial cash proceeds that can affect its balance sheet, liquidity and capital allocation. The Company remains a meaningful minority owner with board representation and ongoing consent rights, so investors should watch future disclosures for (1) any purchase price adjustments or working capital true-ups that could change net proceeds, (2) the company’s use of proceeds and impacts on reported results, and (3) how the retained stake and governance rights shape ongoing exposure to Topgolf’s performance.