UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

~~January~~February 1512, 2026

Date of Report (Date of earliest event reported)

CALLAWAY GOLF COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE		1-10962		95-3797580
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

Delaware

2180 RUTHERFORD ROAD, CARLSBAD, CALIFORNIA		92008-7328
(Address of principal executive offices)		(Zip Code)

(State or other jurisdiction

of incorporation)

1-10962

(Commission

File Number)

95-3797580

(IRS Employer

Identification No.)

2180 Rutherford Road, Carlsbad, California

(Address of principal executive offices)

92008-7328

(Zip Code)

(760) 931-1771

Registrant’s telephone number, including area code

~~TOPGOLF~~NOT ~~CALLAWAY BRANDS CORP.~~APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol(s)~~	Trading Symbol(s)	~~Name of each exchangeon which registered~~		Name of each exchange on which registered
Common Stock, $0.01 par value per share		~~MODG~~	CALY	~~The New York Stock Exchange~~		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0302 Results ~~Amendments to Articles~~ of ~~Incorporation~~Operations orand ~~Bylaws;~~Financial ~~Change in Fiscal Year~~Condition.

On ~~January~~February 1512, 2026, ~~Topgolf~~ Callaway ~~Brands~~Golf ~~Corp. (the “~~Company”) ~~changed~~posted ~~its~~a ~~corporate~~press ~~name~~release toand ~~Callaway~~is ~~Golf~~holding ~~Company pursuant to~~ a ~~certificate~~conference ofcall ~~amendment~~regarding toits ~~the~~financial ~~Company’s~~results ~~third~~for ~~restated certificate of incorporation (~~the ~~“Charter~~fourth ~~Amendment”)~~quarter ~~filed~~and ~~with~~ the ~~Delaware~~fiscal ~~Secretary~~year ofended ~~State~~December ~~on January 15~~31, ~~2026 (the “Name Change”)~~2025. ~~The~~A ~~Board~~copy of ~~Directors of~~ the ~~Company~~press ~~(the~~release ~~“Board”)~~is ~~approved~~furnished ~~the~~as ~~Name~~Exhibit ~~Change pursuant to Section 242 of the General Corporation Law of the State of Delaware (“DGCL”)~~99.1 ~~Pursuant~~ to ~~the~~this ~~DGCL,~~Current aReport ~~stockholder~~on ~~vote~~Form ~~was not necessary to effectuate the Name Change, and the Name Change does not affect the rights of the Company’s stockholders~~8-K.

OnThe ~~January 15,~~information ~~2026,~~furnished ~~following~~in ~~the~~this ~~filing~~Current ofReport ~~the~~on ~~Charter~~Form ~~Amendment~~8-K, ~~the~~including ~~Company~~Exhibit ~~subsequently~~99.1, ~~filed~~shall anot ~~fourth~~be ~~restated~~deemed ~~certificate~~to ofbe ~~incorporation (the~~ “~~Restated Charter~~filed”) ~~that~~for ~~combined~~the ~~into~~purposes ~~one~~of ~~document~~Section ~~the~~18 ~~Company’s~~of ~~prior~~the ~~third~~Securities ~~restated~~Exchange ~~certificate~~Act of ~~incorporation~~1934, as amended, byor ~~the~~otherwise ~~Charter~~subject ~~Amendment~~ to ~~reflect~~ the ~~Name~~liabilities ~~Change.~~of ~~The~~that ~~filing~~section, ofnor ~~the~~shall ~~Restated~~it ~~Charter~~be ~~was~~deemed ~~authorized~~incorporated by ~~the~~reference ~~Board~~ in ~~accordance~~any ~~with~~registration ~~Section 245~~statement ofor ~~the~~other ~~DGCL.~~filing ~~The~~under ~~Company also amended and restated its bylaws (~~the ~~“Amended~~Securities ~~and~~Act ~~Restated~~of ~~Bylaws”)~~1933, ~~effective~~as ~~January 15~~amended, ~~2026~~except toas ~~reflect~~shall ~~the~~be ~~Name~~expressly ~~Change.~~set ~~The~~forth ~~only~~by ~~change~~specific toreference ~~the Company’s Restated Charter and Amended and Restated Bylaws is the change of the Company’s corporate name from Topgolf Callaway Brands Corp. to Callaway Golf Company~~ in ~~each~~such ~~document~~filing.

In connection with the Name Change, the Company also announced that it intends for its shares of common stock to cease trading under the ticker symbol “MODG” and begin trading under its new ticker symbol, “CALY”, on the New York Stock Exchange, which the Company expects to be effective on or about January 16, 2026.

The foregoing description of the Charter Amendment, the Restated Charter and the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, the Restated Charter and the Amended and Restated Bylaws, copies of which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


(d) Exhibits
	99.1	Press Release dated February 12, 202 6 captioned, "Calla way Golf Company Announces Fourth Quarter and Full Year 2025 Results "
	104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Exhibit Number		Exhibit Title or Description
3.1		Certificate of Amendment to Third Restated Certificate of Incorporation of Topgolf Callaway Brands Corp.
3.2		Fourth Restated Certificate of Incorporation of Callaway Golf Company
3.3		Amended and Restated Bylaws of Callaway Golf Company
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CALLAWAY GOLF COMPANY		~~CALLAWAY GOLF COMPANY~~
Date: January 16, 2026		By:	/s/ Heather D. McAllister
Date: February 12, 2026	By:		/s/ Heather D. McAllister
	Name:	~~Name:~~	Heather D. McAllister
	Title:	~~Title:~~	Senior Vice President, General Counsel and Corporate Secretary
			Corporate Secretary

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