As filed with the Securities and Exchange Commission on January 26, 2021

Registration No. 333-250903

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Callaway Golf Company

(Exact name of registrant as specified in its charter)

2180 Rutherford Road

Carlsbad, California 92008

(760) 931-1771

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

Brian P. Lynch

Executive Vice President, Chief Financial Officer

2180 Rutherford Road

Carlsbad, California 92008

(760) 931-1771

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the merger agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED JANUARY 26, 2021

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Callaway Golf Company and Topgolf International, Inc.:

As you may be aware, Callaway Golf Company, a Delaware corporation (“Callaway”), and Topgolf International, Inc., a Delaware corporation (“Topgolf”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), on October 27, 2020, pursuant to which a direct, wholly owned subsidiary of Callaway, 51 Steps, Inc., a Delaware corporation (“Merger Sub”), will merge with and into Topgolf, with Topgolf surviving the merger as a wholly owned subsidiary of Callaway (the “Merger”). Callaway, together with Topgolf following the Merger, is referred to herein as the combined company.

Callaway currently estimates that it will issue approximately 90 million shares of common stock to the stockholders of Topgolf (excluding Callaway) for 100% of the outstanding equity of Topgolf. The shares of Callaway common stock to be issued to Topgolf stockholders pursuant to the Merger Agreement (the “Merger Consideration”) will be calculated using an exchange ratio (the “Exchange Ratio”) based on (i) an equity value of Topgolf of approximately $1.986 billion and (ii) a price per share of Callaway common stock fixed at $19.40.

At the effective time of the Merger (the “Effective Time”), each share of Topgolf preferred stock and each share of Topgolf common stock that is issued and outstanding immediately prior to the Effective Time (other than shares held by Callaway and shares held by Topgolf in treasury (if any), which will be canceled for no consideration and other than dissenting shares (if any), holders of which will not be entitled to the Merger Consideration and will only be entitled to such rights as may be granted under the General Corporation Law of the State of Delaware) will be converted into the right to receive a number of shares of Callaway common stock equal to its pro rata portion of the Merger Consideration (such number of shares of Callaway common stock to be received for each share of Topgolf common stock, the “per share common stock consideration”), after taking into account the applicable liquidation preferences set forth in Topgolf’s organizational documents.

Furthermore, (i) at the Effective Time, each outstanding Topgolf stock option that has not been exercised and that is held by an employee or independent contractor of Topgolf who is providing services to Topgolf at the Effective Time, or a Topgolf director who will be appointed to the Callaway board of directors (the “Callaway Board”) following the consummation of the Merger (each, a “Rollover Option”), will be automatically converted into an option to purchase a number of shares of Callaway common stock to be determined by multiplying the number of shares of Topgolf common stock subject to such Rollover Option by an exchange ratio (the “Equity Award Exchange Ratio”) calculated by dividing (x) the cash value of the per share common stock consideration to be paid to Topgolf common stockholders assuming a per share price for Callaway common stock of $19.40 (the “cash equivalent per share common stock consideration”) by (y) $19.40, with such Rollover Option to have a per share exercise price equal to the per share exercise price of the underlying Topgolf stock option divided by the Equity Award Exchange Ratio, (ii) immediately prior to the Effective Time, each outstanding Topgolf stock option that has not been exercised and that is not a Rollover Option (each, a “Settled Stock Option”), will be deemed to be net exercised for a number of shares of Callaway common stock equal to (a) the excess, if any, of the per share common stock consideration over the exercise price of the Settled Stock Option and applicable taxes to be withheld as a result of the deemed exercise, multiplied by the total number of shares of Topgolf common stock subject to such Settled Stock Option immediately prior to the Effective Time, divided by (b) the cash equivalent per share common stock consideration, and (iii) at the Effective Time, each outstanding share of Topgolf restricted stock, to the extent then unvested, will be entitled to receive the per share common stock

consideration, subject to the same terms and conditions as were applicable to such share of Topgolf restricted stock immediately prior to the Effective Time, including applicable vesting conditions. Additionally, at the Effective Time, Callaway will assume an existing Topgolf warrant to purchase Topgolf preferred stock, and such warrant will become a warrant to purchase shares of Callaway common stock, with necessary adjustments to reflect the exchange ratio. The consideration received by Topgolf stockholders and other securityholders is described in more detail in the section titled “The Merger Agreement” beginning on page 130 of the accompanying proxy statement/prospectus/consent solicitation.

Callaway currently holds approximately 14.3% of Topgolf’s outstanding shares. Immediately after the Merger, Callaway stockholders as of immediately prior to the Merger are expected to own approximately 51.5% of the outstanding shares of the combined company on a fully-diluted basis and former Topgolf stockholders, other than Callaway, are expected to own approximately 48.5% of the outstanding shares of the combined company on a fully-diluted basis, subject to certain assumptions. Following the completion of the Merger, Callaway will also assume Topgolf’s outstanding net indebtedness.

Shares of Callaway common stock are currently listed on the New York Stock Exchange (the “NYSE”), under the symbol “ELY.” On                , 2021, the last trading day before the date of the accompanying proxy statement/prospectus/consent solicitation, the closing sale price of Callaway common stock was $            per share.

Callaway stockholders are cordially invited to attend the Special Meeting of Stockholders of Callaway (the “Special Meeting”), which will be held on March 3, 2021, solely by means of remote communication in a virtual-only format, commencing at 8:00 a.m., Pacific Time, unless postponed to a later date, in order to obtain the stockholder approvals necessary to complete the Merger and related matters. You will not be able to attend the Special Meeting physically. Callaway stockholders will be able to attend and participate in the Special Meeting online by visiting www.meetingcenter.io/233695073, where they will be able to listen to the meeting live, submit questions and vote.

Callaway is soliciting proxies for use at the Special Meeting to consider and vote upon the following proposals: (i) to approve the issuance of shares of common stock of Callaway to stockholders of Topgolf pursuant to the terms of the Merger Agreement (the “Callaway Merger Proposal”), a copy of which is attached as Annex A to the accompanying proxy statement/prospectus/consent solicitation and (ii) to consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Callaway Merger Proposal.

Topgolf is soliciting written consents from its stockholders to consider and vote on a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger (the “Topgolf Merger Proposal”).

As described in the accompanying proxy statement/prospectus/consent solicitation, concurrently with execution and delivery of the Merger Agreement Callaway and Merger Sub entered into Support Agreements (the “Support Agreements”) with each of PEP TG Investments LP (“Providence”), DDFS Partnership LP and Dundon 2009 Gift Trust (together, “Dundon”), TGP Investors, LLC, TGP Investors II, LLC and TGP Advisors, LLC (together, “WestRiver” and together with Providence and Dundon, the “Support Stockholders”). The Support Stockholders beneficially own an aggregate of approximately 62% of the outstanding capital stock of Topgolf as of the date of the Merger Agreement and 64% of the outstanding preferred stock of Topgolf as of the date of the Merger Agreement. On the terms and subject to the conditions set forth in the Support Agreements, each of the Support Stockholders has agreed, by (or effective as of no later than) the second business day following the dissemination of the accompanying proxy statement/prospectus/consent solicitation to Topgolf stockholders, to vote all of its respective outstanding shares of Topgolf common stock and Topgolf preferred stock to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger and against any competing acquisition proposal.

After careful consideration, the Callaway Board has unanimously approved the Merger Agreement and determined that it is fair, advisable and in the best interests of Callaway and its stockholders to consummate the Merger. The Callaway Board has approved the proposals described in the accompanying proxy statement/prospectus/consent solicitation and unanimously recommends that its stockholders vote “FOR” the proposals described in the accompanying proxy statement/prospectus/consent solicitation.

A special committee of the Topgolf Board (the “Topgolf Special Committee”) has considered the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and has unanimously determined that (i) the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Topgolf and (ii) recommended to the Topgolf Board that they approve the Merger Agreement and the transactions contemplated thereby, including the Merger. Upon the recommendation of the Topgolf Special Committee, the Topgolf Board has unanimously, with one member abstaining, declared that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Topgolf and its stockholders, approved the Merger Agreement and recommended that Topgolf stockholders adopt the Merger Agreement.

More information about Callaway, Topgolf, the Merger Agreement and transactions contemplated thereby and the foregoing proposals is contained in the accompanying proxy statement/prospectus/consent solicitation. Callaway and Topgolf urge you to read the accompanying proxy statement/prospectus/consent solicitation carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED IN THE SECTION TITLED “RISK FACTORS” BEGINNING ON PAGE 24 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION.

For Callaway Stockholders: Your vote is important. Whether or not you plan to attend the Special Meeting online, please vote as soon as possible. Even if you plan to attend the Special Meeting, Callaway requests that you sign and return the enclosed proxy or vote by mail or online to ensure that your shares will be represented at the Special Meeting if you are unable to attend. You may change or revoke your proxy at any time before it is voted at the Special Meeting. For specific voting instructions, please refer to the information provided in the accompanying proxy statement/prospectus/consent solicitation and in the Notice of Internet Availability.

For Topgolf Stockholders: Your vote is important. Please complete, date and sign the written consent furnished with this proxy statement/prospectus/consent solicitation and return it promptly to Topgolf by one of the means described under the section titled “Topgolf’s Solicitation of Written Consents” beginning on page 74 of the accompanying proxy statement/prospectus/consent solicitation.

Callaway and Topgolf are excited about the opportunities the Merger brings to Callaway and Topgolf stockholders and thank you for your consideration and continued support.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus/consent solicitation. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus/consent solicitation is dated                 , 2021 and is first being mailed or otherwise delivered to stockholders of Callaway and Topgolf on or about                 , 2021.

CALLAWAY GOLF COMPANY

2180 Rutherford Road

Carlsbad, California 92008

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF CALLAWAY

Your vote is important. The affirmative vote of the holders of a majority of the shares of Callaway common stock having voting power present in person or represented by proxy at the Special Meeting, assuming a quorum is present, is required for approval of each of the proposals described in this proxy statement/prospectus/consent solicitation. Approval of the Callaway Merger Proposal is a condition to the completion of the Merger. Therefore, the Merger cannot be consummated without the approval of the Callaway Merger Proposal.

Even if you plan to attend the Special Meeting, Callaway requests that you sign and return the enclosed proxy or vote by mail or online to ensure that your shares will be represented at the Special Meeting if you are unable to attend. You may change or revoke your proxy at any time before it is voted at the Special Meeting.

THE CALLAWAY BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED AND BELIEVES THAT EACH OF THE PROPOSALS OUTLINED ABOVE IS FAIR TO, IN THE BEST INTERESTS OF, AND ADVISABLE TO CALLAWAY AND ITS STOCKHOLDERS AND HAS APPROVED EACH SUCH PROPOSAL. THE CALLAWAY BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CALLAWAY STOCKHOLDERS VOTE “FOR” EACH SUCH PROPOSAL.

NOTICE OF SOLICITATION OF WRITTEN CONSENT

Topgolf International, Inc.

8750 N. Central Expressway, Suite 1200

Dallas, TX 75231

To Stockholders of Topgolf International, Inc.:

Pursuant to an Agreement and Plan of Merger, dated as of October 27, 2020 (the “Merger Agreement”), by and among Topgolf International, Inc. (“Topgolf”), Callaway Golf Company (“Callaway”), and 51 Steps, Inc. (“Merger Sub”), Merger Sub, a direct, wholly owned subsidiary of Callaway, will merge with and into Topgolf with Topgolf surviving the merger as a wholly owned subsidiary of Callaway (the “Merger”).

This proxy statement/prospectus/consent solicitation is being delivered to you on behalf of the Topgolf board of directors (the “Topgolf Board”) to request that holders of Topgolf common stock and Topgolf preferred stock as of the record date of January 25, 2021 execute and submit written consents on the PNC PAID portal to adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger.

This proxy statement/prospectus/consent solicitation describes the Merger and the actions to be taken in connection with the Merger and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus/consent solicitation.

A summary of the appraisal rights that may be available to you is described in the section titled “Appraisal Rights” beginning on page 261 of the accompanying proxy statement/prospectus/consent solicitation. Please note that if you wish to exercise appraisal rights, you must not sign and return a written consent adopting the Merger Agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. In addition, you must take all other steps necessary to perfect your appraisal rights.

A special committee of the Topgolf Board (the “Topgolf Special Committee”) has considered the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and has unanimously determined that (i) the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Topgolf and (ii) recommended to the Topgolf Board that they approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

Upon the recommendation of the Topgolf Special Committee, the Topgolf Board has unanimously, with one member abstaining, declared that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Topgolf and its stockholders, approved the Merger Agreement and recommended that Topgolf stockholders adopt the Merger Agreement.

Accordingly, the Topgolf Board recommends that you adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, by executing and delivering the enclosed written consent. Please execute the written consent electronically and submit it on the PNC PAID portal. PNC will email each Topgolf stockholder who is a Topgolf stockholder as of the close of business on the Topgolf record date information on how to access the PNC PAID portal on or about                 , 2021. For more information, please see the section titled “Topgolf’s Solicitation of Written Consents—Submission of Consents” beginning on page 75 of this proxy statement/prospectus/consent solicitation.

By Order of the Board of Directors,

Liz Bonesio

Deputy General Counsel and Assistant Secretary

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus/consent solicitation incorporates important business and financial information about Callaway from other documents that Callaway has filed with the SEC and that is contained in or incorporated by reference into this proxy statement/prospectus/consent solicitation. You may obtain this information without charge through the Securities and Exchange Commission website (www.sec.gov) or upon your written request to Callaway Golf Company, Attention: Corporate Secretary, 2180 Rutherford Road, Carlsbad, California 92008.

To ensure timely delivery of these documents, any request should be made no later than February 24, 2021, to receive them before the Special Meeting.

The contents of the websites of the SEC, Callaway, Topgolf or any other entity are not incorporated into this proxy statement/prospectus/consent solicitation. The information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus/consent solicitation at these websites is being provided only for your convenience.

For additional details about where you can find information about Callaway, please see the section titled “Where You Can Find More Information” beginning on page 268 of this proxy statement/prospectus/consent solicitation.

ABOUT THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Callaway, constitutes a prospectus of Callaway under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of common stock of Callaway to be issued to Topgolf stockholders pursuant to the Merger Agreement. This document also constitutes a proxy statement of Callaway under Section 14(a) of the Securities Exchange Act of 1934, as amended. In addition, this document also constitutes a notice of meeting with respect to the Special Meeting, at which Callaway stockholders will be asked to vote on the matters set forth herein.

Callaway has supplied all information contained in this proxy statement/prospectus/consent solicitation relating to Callaway, and Topgolf has supplied all information contained in this proxy statement/prospectus/consent solicitation relating to Topgolf. You should rely only on the information contained in or incorporated by reference into this document. Callaway and Topgolf have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this document. This document is dated                , 2021, and you should not assume that the information contained in this document is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference into this document is accurate as of any date other than the date of the incorporated document. Neither the mailing of this document to Callaway stockholders nor the issuance by Callaway of shares of Callaway common stock pursuant to the Merger Agreement will create any implication to the contrary.

TABLE OF CONTENTS

Annex A—Agreement and Plan of Merger

Annex B—Opinion of Goldman Sachs & Co. LLC

Annex C—Form of Support Agreement

Annex D—Stockholders Agreement

Annex E—Registration Rights Agreement

Annex F—Appraisal Rights (Section 262 of the Delaware General Corporation Law)

Annex G—Form of Letter of Transmittal

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING OF STOCKHOLDERS OF CALLAWAY GOLF COMPANY

The following sections provide answers to frequently asked questions about the Merger and the Special Meeting of Stockholders of Callaway Golf Company (the “Special Meeting”). These sections, however, provide only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

General Information

What is the Merger?

Callaway Golf Company (“Callaway”) and Topgolf International, Inc. (“Topgolf”) have entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 27, 2020, a copy of which is attached as Annex A. The Merger Agreement contains the terms and conditions of the proposed business combination of Callaway and Topgolf. Pursuant to the Merger Agreement, 51 Steps, Inc. (“Merger Sub”), a direct, wholly owned subsidiary of Callaway, will merge with and into Topgolf, with Topgolf surviving the merger as a wholly owned subsidiary of Callaway (the “Merger”). Callaway, together with Topgolf following the Merger, is referred to herein as the combined company.

Callaway currently holds approximately 14.3% of Topgolf’s outstanding shares. Immediately after the Merger, Callaway stockholders as of immediately prior to the Merger are expected to own approximately 51.5% of the outstanding shares of the combined company on a fully-diluted basis and former Topgolf stockholders, other than Callaway, are expected to own approximately 48.5% of the outstanding shares of the combined company on a fully-diluted basis, subject to certain assumptions. Following the completion of the Merger, Callaway will also assume Topgolf’s outstanding net indebtedness.

Why are the two companies proposing to merge?

Each of Callaway and Topgolf believes that combining the two companies represents a transformative opportunity to create an unrivaled global golf and entertainment leader and positions the combined company for significant long-term growth. For a more complete description of the reasons for the Merger, please see the sections titled “The Merger—Callaway Reasons for the Merger” and “The Merger—Topgolf Reasons for the Merger” beginning on pages 97 and 101, respectively, of this proxy statement/prospectus/consent solicitation.

Why am I receiving this proxy statement/prospectus/consent solicitation?

You are receiving this proxy statement/prospectus/consent solicitation because you have been identified as a stockholder of Callaway as of the record date, and you are entitled to vote at a Special Meeting of Stockholders of Callaway (the “Special Meeting”), to approve the matters set forth herein. The Special Meeting is scheduled to be held solely by means of remote communication in a virtual-only meeting format on March 3, 2021 at 8:00 a.m., Pacific Time. Callaway is soliciting proxies for use at the Special Meeting. This document serves as:

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This proxy statement/prospectus/consent solicitation, including the proxy materials, were first sent or made available to stockholders of Callaway and Topgolf on or about                 , 2021.

What proposals will be voted on at the Special Meeting in connection with the Merger?

Pursuant to the terms of the Merger Agreement, the following proposal must be approved by the requisite stockholder vote at the Special Meeting in order for the Merger to close:

The approval of the Callaway Merger Proposal is a condition to completion of the Merger. The issuance of Callaway common stock in connection with the Merger will not take place unless the Callaway Merger Proposal is approved by Callaway stockholders and the Merger is consummated.

In addition to the requirement of obtaining Callaway stockholder approval of the Callaway Merger Proposal, each of the other closing conditions set forth in the Merger Agreement must be satisfied or waived. For a more complete description of the closing conditions under the Merger Agreement, please see the section titled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 153 of this proxy statement/prospectus/consent solicitation.

The presence, by accessing online or being represented by proxy, at the Special Meeting of the holders of a majority of the shares of Callaway common stock outstanding and entitled to vote at the Special Meeting is necessary to constitute a quorum at the meeting for the purpose of approving the Callaway Merger Proposal.

What proposals are to be voted on at the Special Meeting, other than the Callaway Merger Proposal?

At the Special Meeting, the holders of Callaway common stock will also be asked to consider the following proposal:

The approval of the Adjournment Proposal is not a condition to the Merger. The Callaway Merger Proposal and the Adjournment Proposal are referred to collectively in this proxy statement/prospectus/consent solicitation as the “Callaway Proposals.”

The presence, by accessing online or being represented by proxy, at the Special Meeting of the holders of a majority of the shares of Callaway common stock outstanding and entitled to vote at the Special Meeting is necessary to constitute a quorum at the meeting for the purpose of approving the Callaway Proposals.

Will any other business be conducted at the Special Meeting?

Other than the Callaway Merger Proposal and the Adjournment Proposal, Callaway knows of no other matters to be submitted to its stockholders at the Special Meeting.

What will Topgolf stockholders and optionholders receive in the Merger?

Callaway currently estimates that it will issue approximately 90 million shares of common stock to the stockholders of Topgolf (excluding Callaway) for 100% of the outstanding equity of Topgolf. The shares of Callaway common stock to be issued to Topgolf stockholders pursuant to the Merger Agreement (the “Merger

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Consideration”) will be calculated using an exchange ratio (the “Exchange Ratio”) based on (i) an equity value of Topgolf of approximately $1.986 billion and (ii) a price per share of Callaway common stock fixed at $19.40.

At the effective time of the Merger (the “Effective Time”), each share of Topgolf preferred stock and each share of Topgolf common stock that is issued and outstanding immediately prior to the Effective Time (other than shares held by Callaway and shares held by Topgolf in treasury (if any), which will be canceled for no consideration and other than dissenting shares (if any), holders of which will not be entitled to the Merger Consideration and will only be entitled to such rights as may be granted under the General Corporation Law of the State of Delaware (the “DGCL”)), will be converted into the right to receive a number of shares of Callaway common stock equal to its pro rata portion of the Merger Consideration (such number of shares of Callaway common stock to be received for each share of Topgolf common stock, the “per share common stock consideration”), after taking into account the applicable liquidation preferences set forth in Topgolf’s organizational documents. No fractional shares of Callaway common stock will be issued in the Merger, and Topgolf stockholders will receive cash in lieu of any fractional shares. The consideration is further subject to any applicable withholding.

Furthermore, (i) at the Effective Time, each outstanding Topgolf stock option that has not been exercised and that is held by an employee or independent contractor of Topgolf who is providing services to Topgolf at the Effective Time, or a Topgolf director who will be appointed to the Callaway board of directors (the “Callaway Board”) following the consummation of the Merger (each, a “Rollover Option”), will be automatically converted into an option to purchase a number of shares of Callaway common stock to be determined by multiplying the number of shares of Topgolf common stock subject to such Rollover Option by an exchange ratio (the “Equity Award Exchange Ratio”) calculated by dividing (x) the cash value of the per share common stock consideration to be paid to Topgolf common stockholders assuming a per share price for Callaway common stock of $19.40 (the “cash equivalent per share common stock consideration”) by (y) $19.40, with such Rollover Option to have a per share exercise price equal to the per share exercise price of the underlying Topgolf stock option divided by the Equity Award Exchange Ratio, (ii) immediately prior to the Effective Time, each outstanding Topgolf stock option that has not been exercised and that is not a Rollover Option (each, a “Settled Stock Option”), will be deemed to be net exercised for a number of shares of Callaway common stock equal (a) to the excess, if any, of the per share common stock consideration over the exercise price of the Settled Stock Option and applicable taxes to be withheld as a result of the deemed exercise, multiplied by the total number of shares of Topgolf common stock subject to such Settled Stock Option immediately prior to the Effective Time, divided by (b) the cash equivalent per share common stock consideration, and (iii) at the Effective Time, each outstanding share of Topgolf restricted stock, to the extent then unvested, will be entitled to receive the per share common stock consideration, subject to the same terms and conditions as were applicable to such share of Topgolf restricted stock immediately prior to the Effective Time, including applicable vesting conditions. Additionally, at the Effective Time, Callaway will assume an existing Topgolf warrant to purchase Topgolf preferred stock, and such warrant will become a warrant to purchase shares of Callaway common stock, with necessary adjustments to reflect the exchange ratio.

Callaway currently holds approximately 14.3% of Topgolf’s outstanding shares. Immediately after the Merger, Callaway stockholders as of immediately prior to the Merger are expected to own approximately 51.5% of the outstanding shares of the combined company on a fully-diluted basis and former Topgolf stockholders, other than Callaway, are expected to own approximately 48.5% of the outstanding shares of the combined company on a fully-diluted basis, subject to certain assumptions.

The consideration received by Topgolf stockholders is described in more detail in the section titled “The Merger Agreement” beginning on page 130 of this proxy statement/prospectus/consent solicitation.

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What will be the effect on Callaway stockholders and optionholders?

Each share of Callaway common stock, option to purchase Callaway common stock and restricted stock unit that is issued and outstanding at the Effective Time will remain issued and outstanding and such shares will be unaffected by the Merger.

Will the common stock of the combined company trade on an exchange?

Shares of Callaway common stock are currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “ELY.” Shares of Callaway common stock issued to Topgolf stockholders will be listed on the NYSE after completion of the Merger. On                 , 2021, the last trading day before the date of this proxy statement/prospectus/consent solicitation, the closing sale price of Callaway common stock was $                 per share.

Who will be the directors of the combined company following the Merger?

Immediately following the Merger, the combined company’s board of directors is expected to be composed of thirteen members, each with a term to expire at the 2021 annual meeting of stockholders. The combined company’s board of directors is expected to consist of the following:

Who will be the executive officers of the combined company immediately following the Merger?

Upon consummation of the Merger, the executive management team of Callaway is expected to remain unchanged and consist of members of the Callaway executive management team prior to the Merger, including:

Do any of the Callaway directors or officers have interests in the Merger that may differ from or be in addition to the interests of Callaway stockholders?

The Callaway executive officers have interests in the Merger that are different from, or in addition to, those of Callaway’s stockholders generally. In particular, Oliver (Chip) Brewer III, President and Chief Executive

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Officer of Callaway, is a member of the Topgolf Board. These interests include, among other things, the determination by the Callaway Board, in connection with the Merger, to award performance-based restricted stock units (“PRSUs”) and service-based restricted stock units (“RSUs”) to Callaway’s executive officers, in each case subject to and effective upon the closing of the Merger. The Callaway Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Callaway Merger Proposal be adopted by the Callaway stockholders. For more information, see “The Merger— Interests of the Callaway Directors and Executive Officers in the Merger” beginning on page 116 of this proxy statement/prospectus/consent solicitation.

Callaway’s directors (other than Mr. Brewer) do not have interests in the Merger that are different from, or in addition to, the interests of Callaway stockholders generally.

What risks should I consider in deciding whether to vote in favor of the Merger?

You should carefully review the section titled “Risk Factors” beginning on page 24 of this proxy statement/prospectus/consent solicitation and the documents incorporated by reference herein, which set forth certain risks and uncertainties related to the Merger, risks and uncertainties to which the combined company’s business will be subject, and risks and uncertainties to which each of Callaway and Topgolf, as independent companies, are subject.

When do you expect the Merger to be consummated?

The Merger is anticipated to close in the first quarter of 2021, but the exact timing cannot be predicted. For more information, please see the section titled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 153 of this proxy statement/prospectus/consent solicitation.

What are the conditions to the completion of the Merger?

The respective obligations of each party to consummate the Merger are subject to the satisfaction of each of the following conditions, any and all of which may be waived (if legally permitted) in writing by each of Callaway, Merger Sub and Topgolf:

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The obligations of Callaway and Merger Sub to consummate the Merger will be further subject to the satisfaction on or prior to the closing date of each of the following conditions, any and all of which may be waived in writing by Callaway and Merger Sub:

The obligations of Topgolf to consummate the Merger will be further subject to the satisfaction on or prior to the closing date of each of the following conditions, any and all of which may be waived in writing by Topgolf:

For more information, please see the section titled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 153 of this proxy statement/prospectus/consent solicitation.

Voting Information

Who may vote at the Special Meeting?

Only holders of record of Callaway’s common stock as of the close of business on January 8, 2021, the record date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting. Callaway has no other class of capital stock outstanding as of the record date, and no other shares are entitled to notice of, or to vote at, the Special Meeting. To access the virtual Special Meeting, you may visit www.meetingcenter.io/233695073.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

If you are a Callaway stockholder and your shares of Callaway common stock are registered directly in your name with Callaway’s registrar and transfer agent, Computershare Trust Company, N.A. (“Computershare”), you

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are considered a stockholder of record with respect to those shares and this proxy statement/prospectus/consent solicitation, including the related proxy materials, have been made available to you by Callaway. If your shares of Callaway common stock are held in a stock brokerage account, by a bank, broker, trustee or other nominee, you are considered the beneficial owner of shares held in street name and this proxy statement/prospectus/consent solicitation, including the related proxy materials, are being forwarded to you by your bank, broker, trustee or other nominee that is considered the owner of record of those Callaway shares. As the beneficial owner of such Callaway shares, you have the right to instruct your bank, broker, trustee or other nominee on how to vote your shares.

If I am a stockholder of record of Callaway shares, how do I vote?

If you are a Callaway stockholder of record, there are four ways to vote:

Votes submitted by proxy via the Internet, by telephone or by mail must be received by 1:00 a.m., Pacific Time, on March 3, 2021.

If I am a beneficial owner of Callaway shares held in street name, how do I vote?

If you are a beneficial owner of shares of Callaway common stock registered in the name of your bank, broker, trustee or other nominee, you must register online in advance to participate in and vote your Callaway shares at the Special Meeting.

To register online in advance, you must obtain a “legal proxy” from your bank, broker, trustee or other nominee. Once you have received a legal proxy from your bank, broker, trustee or other nominee, please email a scan or image of it to Callaway’s registrar and transfer agent, Computershare, at legalproxy@computershare.com, with “Legal Proxy” noted in the subject line. Please note that the voting instruction form you previously received with respect to the Special Meeting is not a legal proxy. If you do request a legal proxy from your bank, broker, trustee or other nominee, the issuance of the legal proxy will invalidate any prior voting instructions you have given and will prevent you from giving any further voting instructions to your bank, broker, trustee or other nominee to vote on your behalf, and, in that case, you would only be able to vote at the virtual Special Meeting. Requests for registration must be received by Computershare no later than 5:00 p.m., Eastern Time, on                 , 2021.

Upon receipt of your valid legal proxy, Computershare will provide you with a control number by email. Once provided, you can attend and participate in the virtual Special Meeting by accessing the link above and selecting “I have a Control Number.” Enter the control number provided by Computershare and the password, which is ELY2021. If you do not have a legal proxy but would still like to attend the virtual Special Meeting, you can join as a guest by selecting “I am a guest.” Guest attendees will not be allowed to vote or submit questions at the virtual Special Meeting.

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May I attend the Special Meeting and vote in person?

In light of the public health impact of the novel coronavirus disease (“COVID-19”) pandemic, orders of relevant state and local governments, and to support the health and well-being of Callaway’s stockholders, employees and their families, the Special Meeting will be held solely by means of remote communication in a virtual-only format. Stockholders of record as of January 8, 2021 will be able to attend and participate in the Special Meeting online by accessing www.meetingcenter.io/233695073. To join the Special Meeting, you will need to have your 16-digit control number which is included on your proxy card.

How are proxies voted?

All shares of Callaway common stock represented by valid proxies received on a timely basis prior to the taking of the vote at the Special Meeting will be voted and, where a Callaway stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares of Callaway common stock will be voted in accordance with the stockholder’s instructions. Similarly, if you transmit your voting instructions by telephone or via the Internet, your shares will be voted as you have instructed.

What happens if I do not give specific voting instructions?

Callaway Stockholders of Record. If you are a Callaway stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Callaway Board, then your shares will be voted at the Special Meeting in accordance with the Callaway Board’s recommendation on all matters presented for a vote at the Special Meeting. Similarly, if you sign and return a proxy card but do not indicate how you want to vote your shares for a particular proposal or for all of the Callaway Proposals, then for any proposal for which you do not so indicate, your shares will be voted at the Special Meeting in accordance with the Callaway Board’s recommendation.

Beneficial Owners of Callaway Shares Held in Street Name. If you are a beneficial owner of shares of Callaway common stock held in street name and do not provide the organization that holds your Callaway shares with specific voting instructions, then, under applicable NYSE rules, the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which proposals are considered “routine” or “non-routine”?

It is anticipated that the Callaway Merger Proposal will be non-routine. Brokers and other nominees cannot vote your shares on the Callaway Merger Proposal without receiving instructions from you, and therefore broker non-votes may occur with respect to the Callaway Merger Proposal.

It is anticipated that the Adjournment Proposal will be routine. A bank, broker, trustee or other nominee may generally vote your shares on routine matters even without receiving instructions from you, and therefore no broker non-votes are expected with respect to the Adjournment Proposal.

As a Callaway stockholder, how does the Callaway Board recommend that I vote?

After careful consideration, the Callaway Board unanimously recommends that Callaway stockholders vote “FOR” all of the Callaway Proposals.

What is the quorum requirement for the Special Meeting?

As of the record date for the Special Meeting, there were 94,202,240 shares of Callaway common stock issued and outstanding. Under Delaware law and the Seventh Amended and Restated Bylaws of Callaway (the

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“Callaway Bylaws”), the holders of a majority of the Callaway common stock issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum for the transaction of business at the Special Meeting. If you submit a properly executed proxy via the Internet or by telephone or mail, regardless of whether you abstain from voting on one or more matters, your shares of Callaway common stock will be counted as present at the Special Meeting for the purpose of determining a quorum. Broker non-votes will also be counted as present for the purpose of determining the presence of a quorum at the Special Meeting. The inspector of election will determine whether a quorum is present and will tabulate the votes cast at the Special Meeting.

How many votes does each share have?

Holders of Callaway common stock have one vote for each share of Callaway common stock on any matter that may be presented for consideration and action by the stockholders at the Special Meeting.

What is the voting requirement to approve each of the proposals at the Special Meeting?

Assuming a quorum is present at the Special Meeting, the affirmative vote of the holders of a majority of the shares of Callaway common stock having voting power present in person or represented by proxy at the Special Meeting is required for approval of the Callaway Proposals.

How are abstentions and broker non-votes treated?

Abstentions and broker non-votes are counted for purposes of determining a quorum. For purposes of determining whether a proposal is approved, abstentions are counted in the tabulation of shares of Callaway common stock present in person or represented by proxy and have the same effect as voting against a proposal. Broker non-votes are not considered as shares having voting power present in person or represented by proxy and will not be counted toward the vote total and therefore will have no effect on the outcome of a proposal.

Can I change my vote or revoke my proxy after I have voted?

Callaway Stockholders of Record. You may revoke your proxy and change your vote at any time before your shares are voted at the Special Meeting by taking any of the following actions:

Any written notice of revocation or later dated proxy that is mailed must be received by Callaway’s Corporate Secretary before the close of business on March 2, 2021, and should be addressed as follows: Callaway Golf Company, Attention: Corporate Secretary, 2180 Rutherford Road, Carlsbad, California 92008.

Beneficial Owners of Callaway Shares Held in Street Name. You must follow the instructions provided by your bank, broker, trustee or other nominee if you wish to change your vote.

Why did I receive more than one Notice of Internet Availability of Proxy Materials or proxy card?

If you receive more than one proxy card, it means you hold shares of Callaway common stock that are registered in more than one account. To ensure that all of your Callaway shares are voted, please mark your votes and date, sign and return each proxy card, or vote your proxy via the Internet or by telephone as instructed on each proxy card.

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Who is soliciting these proxies and who is paying the solicitation costs?

Callaway will pay the cost of preparing, assembling, printing, mailing and filing this proxy statement/prospectus/consent solicitation and the proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of Callaway common stock for the forwarding of solicitation materials to the beneficial owners of Callaway common stock. Callaway will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials. The solicitation of proxies by mail may be supplemented by telephone, facsimile, Internet and personal solicitation by directors, officers and other employees of Callaway, but no additional compensation will be paid to such individuals. Callaway has retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a base fee of approximately $25,000, plus out-of-pocket expenses.

I share an address with another Callaway stockholder, and we received only one paper copy of the proxy statement/prospectus/consent solicitation and proxy card. How can I obtain an additional copy?

With regard to the delivery of annual reports and proxy statements, under certain circumstances the SEC permits Callaway to send a single set of such proxy materials or, where applicable, one Notice of Internet Availability of Proxy Materials or other special meeting materials, to any household at which two or more stockholders reside if they appear to be members of the same family (unless otherwise requested by one or more of such stockholders). This procedure, known as “householding,” reduces the amount of duplicate information received at a household and reduces mailing and printing costs as well.

In connection with the Special Meeting, a number of banks, brokers and other third parties have instituted householding and have previously sent a notice to that effect to certain beneficial owners of Callaway common stock whose shares are registered in the name of the bank, broker or other third party. As a result, unless the stockholders receiving such notice gave contrary instructions, only one proxy statement/prospectus/consent solicitation and proxy card or, where applicable, one Notice of Internet Availability of Proxy Materials will be mailed to an address at which two or more such stockholders reside. If any stockholder residing at such an address wishes to receive a separate proxy statement/prospectus/consent solicitation and proxy card or, where applicable, Notice of Internet Availability of Proxy Materials in the future, such stockholder should telephone the householding election system (toll-free) at 1-800-522-6645.

In addition, (i) if any stockholder who previously consented to householding desires to promptly receive a separate copy of the proxy statement/prospectus/consent solicitation and proxy card or, where applicable, the Notice of Internet Availability of Proxy Materials, for each stockholder at his or her same address, or (ii) if any stockholder shares an address with another stockholder and both stockholders at such address desire to receive only a single copy of the proxy statement/prospectus/consent solicitation and proxy card or, where applicable, the Notice of Internet Availability of Proxy Materials, then such stockholder should, if such stockholder is a beneficial owner of Callaway common stock, contact his or her bank, broker or other third party in whose name the shares are registered or, if such Callaway stockholder is a stockholder of record, contact Callaway as follows: Callaway Golf Company, Attention: Investor Relations, 2180 Rutherford Road, Carlsbad, California 92008, telephone (760) 931-1771. Upon written or oral request, Callaway will promptly deliver a separate copy of the proxy statement/prospectus/consent solicitation and proxy card or, where applicable, the Notice of Internet Availability of Proxy Materials to any stockholder at a shared address to which a single copy of such material was delivered.

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Who can help answer my questions?

If you are a Callaway stockholder and would like additional copies of this proxy statement/prospectus/consent solicitation without charge or if you have questions about the Merger, including the procedures for voting your shares, you should contact:

Callaway Golf Company

Attention: Investor Relations

2180 Rutherford Road

Carlsbad, California 92008

Telephone (760) 931-1771

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QUESTIONS AND ANSWERS ABOUT TOPGOLF’S CONSENT SOLICITATION

The following sections provide answers to frequently asked questions about Topgolf’s Consent Solicitation. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

Who is entitled to give a written consent for Topgolf?

The Topgolf board of directors (the “Topgolf Board”) has set January 25, 2021 as the record date (the “Topgolf record date”) for determining Topgolf stockholders entitled to sign and deliver written consents with respect to this consent solicitation. Holders of outstanding shares of Topgolf common stock or Topgolf preferred stock (Topgolf common stock and Topgolf preferred stock are referred to together as “Topgolf stock”) as of the close of business on the Topgolf record date will be entitled to give a consent using the form of written consent furnished with this proxy statement/prospectus/consent solicitation.

As of the close of business on the Topgolf record date, there were approximately (a) 6,909,653 shares of Topgolf common stock outstanding and (b) 170,418,245 shares of Topgolf preferred stock outstanding, consisting of approximately 3,049,672 shares of Topgolf Series A-1 preferred stock, 642,896 shares of Topgolf Series A-2 preferred stock, 7,428,982 shares of Topgolf Series B preferred stock, 19,053,685 shares of Topgolf Series C-1 preferred stock, 71,953,131 shares of Topgolf Series C-2 preferred stock, 27,869,188 shares of Topgolf Series E preferred stock, 12,297,662 shares of Topgolf Series F preferred stock, 6,666,686 shares of Topgolf Series G preferred stock, and 21,456,343 shares of Topgolf Series H preferred stock.

What approval is required by Topgolf stockholders to adopt the Merger Agreement?

The Merger cannot be completed unless stockholders of Topgolf adopt the Merger Agreement. Adoption of the Merger Agreement requires the approval of (i) the holders of a majority of the outstanding shares of Topgolf common stock and Topgolf preferred stock (on an as-converted basis) voting together as a single class and (ii) the holders of 60% of the outstanding shares of Topgolf preferred stock (on an as-converted basis) voting together as a single class.

Concurrently with execution and delivery of the Merger Agreement, Callaway and Merger Sub entered into Support Agreements (the “Support Agreements”) with each of PEP TG Investments LP (“Providence”), DDFS Partnership, LP and Dundon 2009 Gift Trust (together, “Dundon”), TGP Investors, LLC, TGP Investors II, LLC and TGP Advisors, LLC (together, “WestRiver” and together with Providence and Dundon, the “Support Stockholders”). The Support Stockholders beneficially own an aggregate of approximately 62% of the outstanding capital stock of Topgolf as of the date of the Merger Agreement and 64% of the outstanding preferred stock of Topgolf as of the date of the Merger Agreement. On the terms and subject to the conditions set forth in the Support Agreements, each of the Support Stockholders has agreed, by (or effective as of no later than) the second business day following the dissemination of this proxy statement/prospectus/consent solicitation to Topgolf stockholders, to vote all of its respective outstanding shares of Topgolf common stock and Topgolf preferred stock to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger (the “Topgolf Merger Proposal”) and against any competing acquisition proposal, unless the Topgolf Board changes its recommendation to its stockholders to adopt the Merger Agreement in accordance with the Merger Agreement, in which case, the Support Stockholders, taken together, would only be required to vote a number of shares equal to (a) 30% of all shares of the Topgolf common stock and the Topgolf preferred stock (on an as-converted basis) being considered as its own class and (b) 39% of all shares of the Topgolf preferred stock (on an as-converted basis) being considered as its own class, and each Support Stockholder would be entitled, in its sole discretion, to vote its remaining shares in any manner.

The delivery of the written consent by each of the Support Stockholders pursuant to the Support Agreements will be sufficient to approve the Topgolf Merger Proposal, unless the Topgolf Board changes its recommendation

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to its stockholders to adopt the Merger Agreement in accordance with the Merger Agreement. For a more detailed description of the Support Agreements, see the section titled “Agreements Related to the Merger—Support Agreement” beginning on page 157 of this proxy statement/prospectus/consent solicitation.

Do any of Topgolf’s directors or officers have interests in the Merger that may differ from or be in addition to the interests of Topgolf stockholders?

Topgolf’s executive officers and certain non-employee directors have interests in the Merger that may be different from, or in addition to, the interests of Topgolf stockholders generally. The Topgolf Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Merger Agreement be adopted by Topgolf stockholders. For more information, see the section titled “The Merger—Interests of the Topgolf Directors, Executive Officers and Affiliates in the Merger” beginning on page 117 of this proxy statement/prospectus/consent solicitation.

I am an employee of Topgolf who holds equity awards of Topgolf. How will my equity awards be treated in the Merger?

As described in more detail in the section titled “The Merger Agreement—Treatment of Topgolf Equity Awards” beginning on page 133 of this proxy statement/prospectus/consent solicitation:

What is the Topgolf Series H Preferred Offering?

The Topgolf Series H Preferred Offering is a preferred stock issuance of Topgolf Series H preferred stock. Due to the impact of the COVID-19 pandemic, Topgolf was forecasting that it would not be in compliance with the financial maintenance covenant under its lending arrangements as of September 17, 2020. Topgolf’s lenders required Topgolf to raise $180.0 million in equity financing as part of the amendment that waived or provided increased flexibility to Topgolf’s financial covenant compliance until June 2022. Accordingly, on September 17, 2020, Topgolf entered into acceptance and subscription agreements (as amended, the “Series H Subscription Agreements”) with Callaway, Providence, Dundon and WestRiver, each of which are “accredited investors” (as defined by Rule 501 of Regulation D promulgated under the Securities Act) (the “Initial Series H Offerees”). On September 24, 2020 and pursuant to the Series H Subscription Agreements, Topgolf issued 13,289,370 shares of Topgolf Series H preferred stock to the Initial Series H Offerees at a price of $10.00 per share, for aggregate proceeds of approximately $132.9 million (the “Initial Series H Subscription”). The shares of Topgolf Series H preferred stock issued to the Initial Series H Offerees in the Initial Series H Subscription were issued in a private placement in reliance upon the exemption from registration under the Securities Act provided in Section 4(a)(2) of the Securities Act.

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In addition, on October 29, 2020, Topgolf offered certain of its qualifying stockholders, each of which is either a “U.S. Person” (as defined in the Securities Act) that is an “accredited investor” (as defined by Regulation D promulgated under the Securities Act) or a “non-U.S. Person” (as defined in the Securities Act) (such qualifying stockholders, the “Subsequent Series H Offerees”) the opportunity to participate in a subsequent issuance of Topgolf Series H preferred stock (the “Subsequent Series H Subscription”). The Subsequent Series H Offerees were entitled to subscribe for their pro rata portion of 4,710,630 shares of Topgolf Series H preferred stock in accordance with such Subsequent Series H Offeree’s stock ownership of Topgolf, on an as-converted basis. On November 23, 2020, the Subsequent Series H Offerees subscribed to an aggregate of 2,415,784 shares of Topgolf Series H preferred stock at a price of $10.00 per share for aggregate proceeds of approximately $24.2 million (the “Subsequent Series H Subscription”). The shares of Topgolf Series H preferred stock issued to the Subsequent Series H Offerees in the Subsequent Series H Subscription were issued in a private placement in reliance upon the exemption from registration under the Securities Act provided in Section 4(a)(2) of the Securities Act and Regulation S of the Securities Act.

Under the Series H Subscription Agreements, as amended, Providence and certain Topgolf stockholders affiliated with Dundon and WestRiver agreed to subscribe for 2,294,846 shares of Topgolf Series H preferred stock, being the shares of Series H preferred stock not subscribed for by the Subsequent Series H Offerees out of the 4,710,630 shares of Topgolf Series H preferred stock made available in the Subsequent Series H Subscription (the “Series H Backstop Amount”), up to a certain percentage as set forth in their respective subscription agreements, as amended. On December 14, 2020, pursuant to their obligations under the Series H Subscription Agreements, as amended, to subscribe for the Series H Backstop Amount, Providence and certain Topgolf stockholders affiliated with Dundon and WestRiver subscribed for an aggregate of 2,294,846 shares of the Series H Backstop Amount at a price of $10.00 per share for aggregate proceeds of approximately $22.9 million. The shares of Topgolf Series H preferred stock in the Series H Backstop Amount issued to Providence and certain Topgolf stockholders affiliated with Dundon and WestRiver were issued in a private placement in reliance upon the exemption from registration under the Securities Act provided in Section 4(a)(2) of the Securities Act and Regulation S of the Securities Act.

The Topgolf Series H Preferred Offering refers to the issuance of shares of Topgolf Series H preferred stock (including the Series H Backstop Amount) to the Initial Series H Offerees and any Subsequent Series H Offerees.

Topgolf received aggregate proceeds of $180.0 million in the Topgolf Series H Preferred Offering. The consummation of the Topgolf Series H Preferred Offering resulting in aggregate proceeds to Topgolf of at least $180.0 million is a condition to closing of the Merger.

How can I return my written consent?

If you hold shares of Topgolf stock as of the close of business on the Topgolf record date and you wish to give your consent, you must submit it via the PNC PAID portal. PNC will email each Topgolf stockholder who is a Topgolf stockholder as of the close of business on the Topgolf record date information on how to access the PNC PAID portal on or about                 , 2021.

Topgolf does not intend to hold a stockholders’ meeting to consider the proposal to approve the Topgolf Merger Proposal, and, unless Topgolf decides to hold a stockholders’ meeting for such purposes, you will be unable to vote by attending a stockholders’ meeting.

What is the deadline for returning my written consent?

The targeted final date for the receipt of written consents (the “target date”) is currently                         , Central Time, on                         , 2021. Topgolf reserves the right to extend the final date for the receipt of written consents beyond the target date. Any such extension may be made without notice to Topgolf stockholders. Once a sufficient number of consents to adopt the Merger Agreement have been received, the consent solicitation will conclude. The delivery of the written consent by each of the Support Stockholders pursuant to the Support Agreements will be sufficient to approve the Topgolf Merger Proposal, unless the

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Topgolf Board changes its recommendation to its stockholders to adopt the Merger Agreement in accordance with the Merger Agreement.

I am a Topgolf stockholder. Can I dissent and require appraisal of my shares?

If you are a Topgolf stockholder who does not deliver a written consent approving the Topgolf Merger Proposal, you will, if you comply with Section 262 of the DGCL, be entitled to appraisal rights. Section 262 of the DGCL is attached as Annex F to this proxy statement/prospectus/consent solicitation. Failure to follow any of the statutory procedures set forth in Annex F will result in the loss or waiver of appraisal rights under Delaware law. Delaware law requires that, among other things, you send a written demand for appraisal to Topgolf after receiving a notice that appraisal rights are available to you, which notice will be sent to non-consenting Topgolf stockholders in the future. This proxy statement/prospectus/consent solicitation is not intended to constitute such a notice. Do not send in your demand before the date of such notice because a demand for appraisal made prior to the date of giving of such notice may not be effective to perfect your rights. For more information, see the section titled “Appraisal Rights” beginning on page 261 of this proxy statement/prospectus/consent solicitation.

What are the material United States federal income tax consequences of the Merger to Topgolf stockholders?

It is intended that, for U.S. federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Merger qualifies for such intended tax treatment, a U.S. Holder (as defined below in the section titled “Material U.S. Federal Income Tax Consequences of the Merger”) of Topgolf stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such holder’s shares of Topgolf stock for shares of Callaway common stock in the Merger, except that such holder of Topgolf stock generally may recognize gain or loss with respect to cash received in lieu of a fractional share of Callaway common stock.

Topgolf’s obligation to effect the Merger is subject to the satisfaction, or waiver by Topgolf, at or prior to the Effective Time, of the condition that Topgolf receive an opinion from Weil, Gotshal & Manges LLP, counsel to Topgolf, or, if Weil, Gotshal & Manges LLP is unable or unwilling to deliver such opinion, from another nationally recognized law firm (which shall include Latham & Watkins LLP), dated as of the closing date of the Merger, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the Merger should constitute a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes.

For a more complete discussion of the material U.S. federal income tax consequences of the Merger, please carefully review the information set forth in the section titled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 126 of this proxy statement/prospectus/consent solicitation. The tax consequences of the Merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your own tax advisor as to the specific tax consequences of the Merger, including the effects of U.S. federal, state or local, non-U.S. and other tax laws.

Should Topgolf stockholders send in their stock certificates now?

No. Topgolf stockholders SHOULD NOT send in any stock certificates now. If the Topgolf Merger Proposal is approved and the Merger is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to Topgolf stockholders who hold physical stock certificates and the stock certificates should be sent at that time in accordance with such instructions.

Who should I contact if I have any questions about the consent solicitation?

If you have any questions about the Merger or how to execute your written consent electronically or if you need additional copies of this proxy statement/prospectus/consent solicitation or a replacement written consent or PNC PAID portal link, you should contact PNC Financial Services Group (“PNC”) at PNCpaidsupport@pnc.com.

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MARKET PRICE AND DIVIDEND INFORMATION

The closing price of Callaway common stock on October 27, 2020, the last trading day prior to the public announcement of the Merger, was $19.28 per share and the closing price of Callaway common stock on January 25, 2021 was $28.90 per share, in each case as reported on the NYSE.

Because the market price of Callaway common stock is subject to fluctuation, the market value of the shares of Callaway common stock that Topgolf stockholders will be entitled to receive in the Merger may increase or decrease.

Topgolf is a private company and its shares of common stock and preferred stock are not publicly traded.

Dividends

During 2019, the Callaway Board declared regular quarterly dividends of $0.01 per share. In response to the COVID-19 pandemic, Callaway implemented certain programs to maximize cash and liquidity, including the suspension of Callaway’s quarterly dividend. Topgolf has never paid or declared any cash dividends on its capital stock. Topgolf anticipates that it will retain all of its available funds and any future earnings for use in the operation and expansion of its business and the repayment of outstanding debt. Notwithstanding the foregoing, future dividends and any determination to pay cash dividends subsequent to the Merger will be at the discretion of the combined company’s board of directors and will depend upon a number of factors, including the combined company’s views on potential future capital requirements, projected cash flows and needs, and changes to the combined company’s business model.

In addition, the Fourth Amended and Restated Loan and Security Agreement, dated as of May 17, 2019, by and among Callaway and certain of its subsidiaries, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent and as security trustee for such lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Callaway ABL Facility”) and the Credit Agreement, dated as of January 4, 2019, among Callaway, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Callaway Term Loan Facility”), each impose restrictions on the amount Callaway can pay in annual cash dividends.

In addition, Topgolf’s ability to pay cash dividends is currently restricted by the credit agreement underlying its term loan facility (the “Term Loan Facility”) and revolving credit facility (the “Revolving Credit Facility,” and together with the Term Loan Facility, the “Credit Facilities”). See the section titled “Topgolf’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing Arrangements” beginning on page 217 of this proxy statement/prospectus/consent solicitation.

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RISK FACTORS

The combined company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained or incorporated by reference in this proxy statement/prospectus/consent solicitation, you should carefully consider the material risks described below before deciding how to vote your shares of Callaway common stock. You should also read and consider the other information in this proxy statement/prospectus/consent solicitation and additional information about Callaway set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, and other documents which Callaway files with the SEC and are incorporated by reference into this proxy statement/prospectus/consent solicitation. Please see the section titled “Where You Can Find More Information” beginning on page 268 of this proxy statement/prospectus/consent solicitation for further information regarding the documents incorporated by reference into this proxy statement/prospectus/consent solicitation.

Risks Related to the Merger

There can be no assurance when or if the proposed Merger will be consummated.

Even if the Topgolf Merger Proposal is approved by the stockholders of Topgolf and the Callaway Merger Proposal is approved by the Callaway stockholders, specified conditions must be satisfied or waived to complete the Merger, including, among others, the absence of laws in the United States and certain specified jurisdictions enjoining or prohibiting the consummation of the transactions contemplated by the Merger Agreement, the expiration or termination of the applicable waiting period under the HSR Act, the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation is a part, and the absence of any material adverse effect (as defined in the Merger Agreement) on Callaway or Topgolf. On November 23, 2020, the FTC granted early termination of the waiting period under the HSR Act with respect to the Merger, effective immediately. The conditions set forth in the Merger Agreement are described in more detail in the section titled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 153 of this proxy statement/prospectus/consent solicitation. There can be no assurance that Callaway and Topgolf will be able to satisfy the closing conditions or that closing conditions beyond Callaway’s or Topgolf’s control will be satisfied or waived. The Merger Agreement also contains certain customary termination rights, including, among others, the right of either party to terminate the Merger Agreement with mutual written consent and in other specified circumstances.

Callaway and Topgolf are both subject to various business uncertainties, contractual restrictions and requirements while the Merger is pending, that could adversely affect Callaway’s and Topgolf’s business, financial condition and results of operations.

During the pendency of the Merger, it is possible that customers, suppliers, vendors, commercial partners and/or other persons with whom Callaway or Topgolf has a business relationship may elect to delay or defer certain business decisions or decide to seek to terminate, change or renegotiate their relationships with Callaway or Topgolf, as the case may be, as a result of the Merger, which could significantly reduce the expected benefits of the Merger and/or adversely affect Callaway and/or Topgolf’s revenues, earnings and cash flows, and the market price of Callaway’s common stock, regardless of whether the Merger is completed. Uncertainty about the effects of the Merger on employees may impair Callaway’s and Topgolf’s ability to attract, retain and motivate key personnel during the pendency of the Merger and, if the Merger is completed, for a period of time thereafter. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with Callaway or Topgolf following the completion of the Merger, Callaway and Topgolf may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent. Callaway and Topgolf will also incur significant costs related to the Merger, some of which must be paid even if the Merger is not completed. These costs are substantial and include financial advisory, legal and accounting costs.

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Under the terms of the Merger Agreement, Callaway and Topgolf are also subject to certain restrictions on the conduct of their respective businesses prior to the completion of the Merger, which may adversely affect Callaway’s and Topgolf’s ability to execute certain of their respective business strategies. Such limitations could adversely affect Callaway’s and Topgolf’s business, strategy, operations and prospects prior to the completion of the Merger.

Any difficulties resulting from the Merger, including COVID-19-related disruptions, could adversely affect Callaway’s and Topgolf’s business, financial condition and results of operations.

Following the completion of the Merger, Callaway may not be able to integrate the Topgolf business successfully or operate the Topgolf business profitably. Integrating any newly acquired business, including Topgolf, could be expensive and time-consuming. Integration efforts often take a significant amount of time, place a significant strain on managerial, operational and financial resources and could prove to be more difficult or expensive than predicted. The diversion of management’s attention and any delay or difficulties encountered in connection with any such acquisitions could result in the disruption of on-going business or inconsistencies in standards and controls that could negatively affect Callaway’s ability to maintain third-party relationships. Moreover, Callaway may need to raise additional funds through public or private debt or equity financing, or issue additional shares, to continue operating the Topgolf business, which may result in dilution for stockholders or the incurrence of indebtedness.

As part of Callaway’s efforts to acquire companies, businesses or products or to enter into other significant transactions, including Topgolf, Callaway conducts business, legal and financial due diligence with the goal of identifying and evaluating material risks involved in the transaction. Despite Callaway’s efforts, Callaway ultimately may be unsuccessful in ascertaining or evaluating all such risks and, as a result, might not realize the intended advantages of Merger. In addition, it is not possible to accurately predict the full impact of the COVID-19 pandemic on the business, financial condition and results of operations of Topgolf, due to the evolving nature of the COVID-19 pandemic and the extent of its impact across industries and geographies and numerous other uncertainties. There can be no assurance that any efforts taken by Topgolf to address the adverse impacts of the COVID-19 pandemic or actions taken to contain the COVID-19 pandemic or its impact will be effective or will not result in significant additional costs. If Topgolf is unable to recover from a business disruption on a timely basis or otherwise mitigate the adverse effects of the COVID-19 pandemic, the business, financial condition and results of operations of Topgolf could be materially and adversely affected, which could make the Merger less attractive, and the Merger and efforts to integrate the businesses of the two companies may be delayed or become more costly or difficult. See “—Risks Related to Topgolf’s Business—The outbreak and spread of the novel coronavirus disease known as COVID-19 has had, and is expected to continue to have, a material adverse impact on Topgolf’s business, operations and financial condition for an extended period of time.”

If Callaway fails to realize the expected benefits from the Merger, whether as a result of unidentified risks, integration difficulties, complexities associated with managing the combined business, performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the Merger and integrating the companies’ operations, COVID-19-related disruptions, litigation with current or former employees and other events, Callaway’s business, financial condition and results of operations could be adversely affected.

There has been no public market for Topgolf’s capital stock and the lack of a public market makes it difficult to determine the fair market value of Topgolf.

The outstanding capital stock of Topgolf is privately held and is not traded on any public market. The lack of a public market may make it more difficult to determine the fair market value of Topgolf than if the outstanding capital stock of Topgolf was traded publicly. The value ascribed to Topgolf’s securities in other contexts, including in private valuations or financings, may not be indicative of the price at which the outstanding shares of Topgolf’s capital stock may have traded if they were traded on a public market. The Merger Consideration to be paid to Topgolf stockholders was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of Topgolf capital stock

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may have traded if they were traded on a public market. As a result, it is possible that the value of the Callaway common stock to be received by Topgolf stockholders will be less than the fair market value of Topgolf’s capital stock, or Callaway may pay more than the aggregate fair market value for Topgolf’s capital stock.

Callaway has been and may continue to be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Callaway’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, or from being completed within the expected timeframe, which may adversely affect Callaway’s and Topgolf’s respective businesses, financial condition and results of operation. Currently, Callaway is not aware of any securities class action lawsuits or derivative lawsuits having been filed in connection with the Merger. For more information, please see the section titled “The Merger—Litigation Relating to the Merger” beginning on page 124 of this proxy statement/prospectus/consent solicitation.

The market price of Callaway’s common stock may decline as a result of the Merger, and the issuance of shares of Callaway common stock to Topgolf stockholders in the Merger may have a negative impact on Callaway’s financial results, including earnings per share.

The market price of Callaway common stock may decline as a result of the Merger, and holders of Callaway common stock (including Topgolf stockholders who receive Callaway common stock in connection with the Merger) could see a decrease in the value of their investment in Callaway common stock, if, among other things, Callaway and the surviving corporation are unable to achieve the expected growth in earnings, or if the anticipated benefits from the Merger are not realized, or if the Merger and integration-related costs related to the Merger are greater than expected. The market price of Callaway common stock may also decline if Callaway does not achieve the anticipated benefits of the Merger as rapidly or to the extent expected by financial or industry analysts or if the effects of the Merger on Callaway’s financial position, results of operations or cash flows are not otherwise consistent with the expectations of financial or industry analysts. The issuance of shares of Callaway common stock in the Merger could on its own have the effect of depressing the market price for Callaway common stock. In addition, some Topgolf stockholders may decide not to continue to hold the shares of Callaway common stock they receive as a result of the Merger, and any such sales of Callaway common stock could have the effect of depressing their market price. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Callaway common stock, regardless of Callaway’s actual operating performance following the completion of the Merger.

The exchange ratio will not be adjusted based on the market price of Callaway common stock so the Merger Consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signed.

At the Effective Time, outstanding shares of Topgolf capital stock will be converted into right to receive a number of shares of Callaway common stock equal to its pro rata portion of the Merger Consideration, after taking into account the applicable liquidation preferences set forth in Topgolf’s organizational documents. Immediately after the Merger, Callaway stockholders as of immediately prior to the Merger are expected to own approximately 51.5% of the outstanding shares of the combined company on a fully-diluted basis and former Topgolf stockholders, other than Callaway, are expected to own approximately 48.5% of the outstanding shares of the combined company on a fully-diluted basis, subject to certain assumptions. Any changes in the market price of Callaway stock before the completion of the Merger will not affect the number of shares Topgolf stockholders will be entitled to receive pursuant to the Merger Agreement.

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Therefore, if before the completion of the Merger, the market price of Callaway common stock increases from the market price on the date of the Merger Agreement, then Topgolf stockholders could receive Merger Consideration with substantially more value for their shares of Topgolf capital stock than the parties had negotiated when they established the Merger Consideration. Similarly, if before the completion of the Merger the market price of Callaway common stock declines from the market price on the date of the Merger Agreement, then Topgolf stockholders could receive Merger Consideration with substantially lower value. The Merger Agreement does not include a price-based termination right.

Failure to complete the Merger may result in either Callaway or Topgolf paying a termination fee to the other party, which could harm the common stock price of Callaway and future business and operations of each company.

If the Merger is not completed, Callaway and Topgolf are subject to the following risks:

If the Merger Agreement is terminated and the board of directors of Callaway or Topgolf determines to seek another business combination, there can be no assurance that either Callaway or Topgolf will be able to find a partner with whom a business combination would yield greater benefits than the benefits to be provided under the Merger Agreement.

The Merger may be completed even though a material adverse effect may result from the announcement of the Merger, industry-wide changes or other causes.

In general, neither Callaway nor Topgolf is obligated to complete the Merger if there is a material adverse effect (as defined in the Merger Agreement) affecting the other party between October 27, 2020, the date of the Merger Agreement, and the closing of the Merger. However, certain types of changes are excluded in the Merger Agreement from the concept of a “material adverse effect.” Such exclusions include, but are not limited to, changes resulting from the announcement or the execution of the Merger Agreement and the pendency or consummation of the Merger, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners, providers and employees and, to the extent such changes or events do not have a disproportionate impact on Callaway or Topgolf (as applicable), as compared with other industry participants: changes or developments in applicable laws or GAAP or changes in governmental orders, guidelines or recommendations regarding COVID-19; changes or developments in interest rates or United States or global economic, political, business, financial, commodity, currency, regulatory or market conditions generally; industry wide changes, any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, changes in or effects in weather, meteorological conditions or climate, explosion, fire, act of God or other force majeure event, any epidemic, disease outbreak or pandemic (including COVID-19), public health emergency or widespread occurrence of infectious disease. Therefore, if any of these events were to occur impacting Callaway or Topgolf, the other party would still be obliged to consummate the closing of the Merger. If any such adverse changes occur and Callaway and Topgolf consummate the closing of the Merger, the stock price of the combined company may suffer. This in turn may reduce the value of the Merger to the stockholders of Callaway, Topgolf or both. For a more complete discussion of what constitutes a material adverse effect on Callaway or Topgolf, see the section titled “The Merger Agreement—Representations and Warranties” beginning on page 136 of this proxy statement/prospectus/consent solicitation.

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Some of Callaway executive officers and Topgolf directors and executive officers have interests in the Merger that are different from yours and that may influence them to support or approve the Merger without regard to your interests.

Callaway’s executive officers and Topgolf’s executive officers and certain non-employee directors have interests in the Merger that may be different from, or in addition to, the interests of Callaway and Topgolf stockholders generally. These interests with respect to Callaway’s executive officers may include, among other things, the determination by the Callaway Board, in connection with the Merger, to award PRSUs and RSUs to Callaway’s executive officers, in each case subject to and effective upon the closing of the Merger. These interests with respect to Topgolf’s directors and executive officers may include, among others, certain of Topgolf’s directors and executive officers have options, subject to vesting, to purchase shares of Topgolf common stock which, after the Effective Time, will be converted into and become options to purchase shares of the common stock of Callaway, certain Topgolf executive officers are eligible to receive a grant of Callaway RSUs and PRSUs following the Effective Time as a retention and incentive award, and will be eligible to receive an annual grant of Callaway RSUs and PRSUs in an amount to be determined following the Effective Time, and all of Topgolf’s directors and executive officers are entitled to certain indemnification and liability insurance coverage pursuant to the terms of the Merger Agreement. Further, certain current members of the Topgolf Board will become directors of Callaway after the Effective Time, and, following the closing of the Merger, will be eligible to be compensated as non-employee directors of Callaway pursuant to Callaway’s director compensation program following the Effective Time. The Callaway and Topgolf boards of directors were aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and, in the case of Callaway, in recommending that the Callaway Merger Proposal be adopted by the Callaway stockholders, and in the case of Topgolf, in recommending that the Merger Agreement be adopted by Topgolf stockholders. These interests, among other factors, may have influenced the directors and executive officers of Callaway and Topgolf to support or approve the Merger. For more information, see the sections titled “The Merger—Interests of Topgolf Directors, Executive Officers and Affiliates in the Merger” beginning on page 117 and “The Merger—Interests of the Callaway Directors and Executive Officers in the Merger” beginning on page 116 of this proxy statement/prospectus/consent solicitation.

Callaway stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger.

If the combined company is unable to realize the full strategic and financial benefits currently anticipated from the Merger, Callaway stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined company is able to realize only part of the strategic and financial benefits currently anticipated from the Merger.

Callaway and Topgolf stockholders will have a reduced ownership and voting interest in, and will exercise less influence over the management of, the combined company following the completion of the Merger as compared to their current ownership and voting interests in the respective companies.

After the completion of the Merger, the current stockholders of Callaway and Topgolf will own a smaller percentage of the combined company than their ownership of their respective companies prior to the Merger. Immediately after the Merger, Callaway stockholders as of immediately prior to the Merger are expected to own approximately 51.5% of the outstanding shares of the combined company on a fully-diluted basis and former Topgolf stockholders, other than Callaway, are expected to own approximately 48.5% of the outstanding shares of the combined company on a fully-diluted basis, subject to certain assumptions.

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During the pendency of the Merger, Callaway and Topgolf may not be able to enter into a business combination with another party on more favorable terms because of restrictions in the Merger Agreement, which could adversely affect their respective business prospects.

Covenants in the Merger Agreement impede the ability of Callaway and Topgolf to make acquisitions during the pendency of the Merger, subject to specified exceptions. As a result, if the Merger is not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Merger Agreement is in effect, each party is generally prohibited from initiating, soliciting or knowingly encouraging or knowingly facilitating any inquiries or requests for information with respect to, or the making of, any inquiry regarding, any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, certain transactions involving a third party, including a Merger, sale of assets or other business combination, subject to specified exceptions. Any such transactions could be favorable to such party’s stockholders, but the parties may be unable to pursue them. For more information, see the sections titled “The Merger Agreement—Covenants and Agreements— No Solicitation; Acquisition Proposals” beginning on page 145 of this proxy statement/prospectus/consent solicitation.

Certain provisions of the Merger Agreement may discourage third parties from submitting competing proposals, including proposals that may be superior to the transactions contemplated by the Merger Agreement.

The terms of the Merger Agreement prohibit each of Callaway and Topgolf from soliciting competing proposals or cooperating with persons making unsolicited takeover proposals, except in limited circumstances as described in further detail in the section titled “The Merger Agreement—No Solicitation; Acquisition Proposals” beginning on page 145 of this proxy statement/prospectus/consent solicitation. In addition, the Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, either party may be required to pay the other party a termination fee of $75.0 million. This termination fee may discourage third parties from submitting competing proposals to Callaway or its stockholders, and may cause the Callaway Board to be less inclined to recommend a competing proposal.

The Merger may not be accretive, and may be dilutive, to Callaway’s diluted earnings per share in the first full fiscal year after close or beyond, which may negatively affect the market price of shares of Callaway common stock.

The impact of COVID-19, adverse changes in market conditions, additional transaction and integration-related costs and other factors that may be exacerbated by the impact of COVID-19, such as the failure to realize some or all of the anticipated benefits of the Merger, may cause the Merger to be dilutive to Callaway’s diluted earnings per share in the first fiscal year after close or beyond. Any dilution of Callaway’s non-GAAP diluted earnings per share could cause the price of shares of Callaway’s common stock to decline or grow at a reduced rate.

Risks Related to the Combined Company

Following the Merger, Callaway may not be able to integrate Topgolf successfully into Callaway and many of the anticipated benefits of acquiring Topgolf may not be realized.

The Merger involves the combination of two companies which currently operate as independent companies. Following the Merger, the combined company will be required to devote significant management attention and resources to integrating its business practices and operations. The combined company may fail to realize some or all of the anticipated benefits of the Merger if the integration process takes longer than expected or is more costly than expected. Callaway and Topgolf entered into the Merger Agreement with the expectation that the Merger will result in various benefits, including, among other things, leveraging various assets, operating efficiencies, synergies and cost savings. Achieving the anticipated benefits of the Merger is subject to a number of uncertainties, including whether the businesses of Callaway and Topgolf can be integrated in an efficient and effective manner.

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It is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of each company’s ongoing businesses, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect Callaway’s and Topgolf’s ability to achieve the anticipated benefits of the Merger. Callaway and Topgolf’s results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occur before the closing. Callaway and Topgolf may have difficulty addressing possible differences in corporate cultures and management philosophies.

The integration process is subject to a number of uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected net income and could adversely affect Callaway’s and Topgolf’s future business, financial condition, operating results and prospects.

The combined company may need to raise additional capital in the future, and such funds may not be available on attractive terms, or at all.

The combined company may need to raise additional funds through public or private debt or equity financing, or issue additional shares, to continue operating the Topgolf business, which may result in dilution for stockholders or the incurrence of indebtedness. The combined company cannot be certain that additional capital will be available as needed or on acceptable terms, or at all. If the combined company requires additional capital at a time when an investment in the combined company, in companies within the Callaway’s and Topgolf’s industry, or the market in general is limited, the combined company may not be able to raise additional funds at the time that it desires, or at all. If the combined company does raise additional funds through public or private debt or equity financing or the issuance of additional shares, the percentage ownership of holders of its stock could be significantly diluted and these newly issued securities may have rights, preferences or privileges senior to those of holders of the common stock. Any debt financing the combined company enters into may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the combined company’s assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments.

Uncertainties associated with the Merger may cause a loss of management personnel and other key employees, and Callaway and Topgolf may have difficulty attracting and motivating management personnel and other key employees, which could adversely affect the future business and operations of the combined company.

Callaway and Topgolf are dependent on the experience and industry knowledge of their respective management personnel and other key employees to execute their business plans. The combined company’s success after the completion of the Merger will depend in part upon the ability of Callaway and Topgolf to attract, motivate and retain key management personnel and other key employees. Prior to completion of the Merger, current and prospective employees of Callaway and Topgolf may experience uncertainty about their roles within the combined company following the completion of the Merger, which may have an adverse effect on the ability of each of Callaway and Topgolf to attract, motivate or retain management personnel and other key employees. In addition, no assurance can be given that Callaway and Topgolf will be able to attract, motivate or retain management personnel and other key employees of Callaway and Topgolf to the same extent that Callaway and Topgolf have previously been able to attract or retain their own employees. If key employees terminate their employment, Callaway’s and Topgolf’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Callaway and Topgolf to hiring suitable replacements, all of which may cause the combined company’s business to suffer.

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Completion of the Merger will trigger change in control, assignment or other provisions in certain agreements to which Topgolf or its subsidiaries are a party. Failure to obtain the consent of the counterparty in these agreements may have an adverse impact on Topgolf’s or the combined company’s business and results of operations.

The completion of the Merger will trigger change in control, assignment and other provisions in certain agreements to which Topgolf or its subsidiaries are a party. If Topgolf is unable to negotiate waivers of or obtain written consent pursuant to those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Topgolf’s failure to obtain the consent of the counterparty to these agreements may result in damages for breach of these agreements, disrupt Topgolf’s business and result in Topgolf having to obtain other suitable suppliers and vendors to replace these counterparties, which may not be available at all or may not be available under terms acceptable to Topgolf or, following the Merger, the combined company. As a result, the failure to obtain such consents may have an adverse impact on Topgolf’s or the combined company’s business and results of operations.

The unaudited pro forma condensed combined financial data for Callaway and Topgolf included in this proxy statement/prospectus/consent solicitation is preliminary, and the combined company’s actual financial position and operations after the Merger may differ materially from the unaudited pro forma financial data included in this proxy statement/prospectus/consent solicitation.

The unaudited pro forma financial data for Callaway and Topgolf included in this proxy statement/prospectus/consent solicitation is presented for illustrative purposes only and is not necessarily indicative of the combined company’s actual financial condition or results of operations of future periods, or the financial condition or results of operations that would have been realized had the entities been combined during the periods presented. The combined company’s actual results and financial position after the Merger may differ materially and adversely from the unaudited pro forma financial data included in this proxy statement/prospectus/consent solicitation. The unaudited pro forma condensed combined financial information has been prepared with the expectation, as of the date of this consent proxy statement/prospectus/consent solicitation, that Callaway will be identified as the acquirer under GAAP and reflects adjustments based upon preliminary estimates of the fair value of tangible and intangible assets to be acquired and liabilities to be assumed using information currently available. The final acquisition accounting will be based upon the actual purchase price and the fair value of the tangible and intangible assets and liabilities of the party that is determined to be the acquiree under GAAP as of the date of the completion of the Merger. In addition, subsequent to the closing date, there may be further refinements of the acquisition accounting as additional information becomes available. Accordingly, the final acquisition accounting may differ materially from the pro forma condensed combined financial information reflected in this document. For more information, see the section titled “Selected Historical and Unaudited Pro Forma Condensed Combined Financial Information and Data” beginning on page 16 of this proxy statement/prospectus/consent solicitation.

Callaway and Topgolf will incur significant transaction and integration-related costs in connection with the Merger, and any such costs could adversely affect Callaway’s ability to execute on its integration plan.

Callaway expects to incur a number of non-recurring costs associated with the Merger and combining the operations of the two companies. Additionally, each of Callaway and Topgolf will incur significant transaction costs related to the Merger, some of which must be paid even if the Merger is not completed. These costs are substantial and include financial advisory, legal and accounting costs. Callaway also will incur significant integration-related fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Callaway continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Merger and the integration of the two companies’ businesses. Although Callaway expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow Callaway to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

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Future sales of shares by existing stockholders could cause the combined company’s stock price to decline.

If existing stockholders of Callaway and Topgolf sell, or indicate an intention to sell, substantial amounts of the combined company’s common stock in the public market after legal restrictions on resale discussed in this proxy statement/prospectus/consent solicitation lapse, the trading price of the common stock of the combined company could decline. Based on shares outstanding as of January 8, 2021, and approximately 90,138,613 shares expected to be issued upon completion of the Merger the combined company is expected to have outstanding a total of approximately 184,340,853 shares of common stock immediately following the completion of the Merger. Under the Stockholders Agreement, each of the Support Stockholders, together with their successors and permitted transferees, subject to certain limited exceptions, have agreed not to lend, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, in each case whether effected directly or indirectly, any shares of Callaway common stock (other than shares of Callaway common stock received in exchange for Series H preferred stock) and securities convertible into shares of Callaway common stock held by them, including shares received in the Merger, until 180 days after the closing date of the Merger. All other outstanding shares of common stock, other than shares held by affiliates of the combined company, will be freely tradable, without restriction, in the public market. In addition, shares of common stock that are subject to outstanding options of Topgolf will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements and Rules 144 and 701 under the Securities Act. If these shares are sold, the trading price of the combined company’s common stock could decline.

After completion of the Merger, certain of the combined company’s principal stockholders will have the ability to significantly influence all matters submitted to the combined company’s stockholders for approval.

Upon the completion of the Merger, it is anticipated that Providence, Dundon and WestRiver will beneficially own approximately 15%, 10% and 11%, respectively of the combined company’s outstanding shares of common stock, and, in the aggregate, beneficially own approximately 36% of the combined company’s outstanding shares of common stock. Mr. Marimow is affiliated with Providence, Mr. Dundon is affiliated with Dundon and Mr. Anderson is affiliated with WestRiver, and each of Messrs. Marimow, Dundon and Anderson are expected to be appointed to the Callaway Board at the closing of the Merger. In addition, pursuant to the Stockholders Agreement, Providence and certain Topgolf stockholders affiliated with Dundon and WestRiver will have the right to designate one person (for a total of three persons) to be appointed or nominated, as the case may be, for election to the Callaway Board for so long as such stockholder maintains beneficial ownership of 50% or more of the shares of Callaway common stock owned by them on the closing date of the Merger.

As a result, if these stockholders were to choose to act together, they would be able to significantly influence all matters submitted to the combined company’s stockholders for approval, as well as the combined company’s management and affairs. For example, these persons, if they choose to act together, would have significant influence over the election of directors and approval of any Merger, consolidation or sale of all or substantially all of the combined company’s assets. This concentration of voting power could delay or prevent an acquisition of the combined company on terms that other stockholders may desire.

The market price of Callaway common stock may decline as a result of the Merger.

The market price of Callaway common stock may decline as a result of the Merger, and holders of Callaway common stock could see a decrease in the value of their investment in Callaway common stock, if, among other things, Callaway and the combined company are unable to achieve the expected growth in earnings, or if the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from the Merger are not realized, or if the transaction costs related to the Merger are greater than expected. The market price may also decline if Callaway does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Merger on Callaway’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. The issuance

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of shares of Callaway common stock in the Merger could on its own have the effect of depressing the market price for Callaway common stock. In addition, many Topgolf stockholders may decide not to hold the shares of Callaway common stock they receive as a result of the Merger. Other Topgolf stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Callaway common stock they receive as a result of the Merger and other Callaway stockholders may also decide not to hold their shares of Callaway common stock following the Merger. Any such sales of Callaway common stock could have the effect of depressing the market price for Callaway common stock. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, the Callaway common stock, regardless of the actual operating performance of the combined company.

Risks Related to Callaway’s Business

Callaway is, and following completion of the Merger Callaway will continue to be, subject to the risks described in Part I, Item 1A of Callaway’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020, as updated in Part II, Item 1A of its Quarterly Reports on Form 10-Q and subsequent filings with the SEC, in each case, incorporated by reference into this proxy statement/prospectus/consent solicitation. See the section titled “Where You Can Find More Information” beginning on page 268 of this proxy statement/prospectus/consent solicitation.

Risks Related to Topgolf’s Business

Unless the context requires otherwise, references to “Topgolf” in this section are to the business and operations of Topgolf prior to the Merger and the business and operations of Callaway as directly or indirectly affected by Topgolf and its subsidiaries by virtue of Callaway’s ownership of the Topgolf and its subsidiaries following the Merger.

The outbreak and spread of the novel coronavirus disease known as COVID-19 has had, and is expected to continue to have, a material adverse impact on Topgolf’s business, operations and financial condition for an extended period of time.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 is present in nearly all regions around the world and has resulted in travel restrictions and business slowdowns or shutdowns in affected areas. The global and national impact of the ongoing COVID-19 pandemic has been immense and the length of the pandemic and its ultimate economic and human toll cannot yet be determined.

As a result of the ongoing COVID-19 pandemic, various domestic and international governmental bodies issued orders, mandates, decrees and directives (collectively, “COVID Orders”), including statewide executive orders in Texas and Florida, where Topgolf operates a significant portion of its venues, and other states in which Topgolf operates venues, ordering the closure of non-essential business establishments, mandating or recommending that residents “stay at home” other than in the case of limited exceptions, imposing curfews, suspending alcohol sales for certain establishments, limiting occupancy, ordering the implementation of strict social distancing measures in business establishments and mandating health screens and face coverings for employee associates (“Associates”) and customers and imposed heightened cleanliness standards, including cleaning and disinfecting golf clubs, golf balls, game screens and other frequently touched bay surfaces between each group of guests, which has had a material adverse impact on Topgolf’s business throughout 2020. Further, Topgolf enacted various measures to reduce cash expenses to weather its temporary venue closures, including (i) suspension of non-essential capital expenditures, including the suspension of construction of future venues, (ii) execution of substantial reductions in expenses, including furlough or lay-off of a significant number of Associates, (iii) temporary salary reductions for certain Associates, including executive officers, (iv) extension of payment terms with Topgolf’s vendors and (v) negotiation of rent deferrals for a portion of Topgolf’s leases. Although Topgolf re-opened all domestic venues and all of its international venues as of September 7, 2020,

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upon the expiration or lifting of applicable COVID Orders, it recently re-closed certain venues in response to reinstituted COVID Orders, including three venues in the United Kingdom, one venue in El Paso, Texas, which has since been re-opened, and one venue in Hillsboro, Oregon, and there can be no assurance that additional closures or re-closures will not be mandated in the future. Even with respect to venues that may remain open, a number of its venues have reduced operating hours and foot traffic at Topgolf’s venues has not returned to pre-pandemic levels, and Topgolf has reduced headcount at its offices in response to these changes. Additionally, as a result of COVID Orders, Topgolf has not been able to host large group events in certain jurisdictions, which has limited its ability to drive revenue through such events per past practice. Topgolf expects that occupancy limits imposed under COVID Orders and a shift in consumer demand away from out-of-home entertainment will result in lower guest traffic at venues and continue to negatively impact revenues, and that it will incur additional costs to ensure compliance with safety measures at venues, including mandatory measures under applicable COVID Orders as well as voluntary measures to enhance safety for guests and Associates. In addition, Topgolf may face difficulties in maintaining adequate staffing at venues due to illness, difficulty in recalling Associates that may be furloughed if venues are required to temporarily close again or a reduction in Associates willing to work in public gathering places. As a result, its business, operating results and financial condition have been, and will continue to be, materially and adversely affected. The ongoing COVID-19 pandemic and restrictions under COVID Orders could also delay construction of new venues, present difficulties in staffing venues and result in supply chain interruptions, including for manufactured components for the Toptracer Range system, which may materially adversely affect Topgolf’s ability to implement growth plans. Future outbreaks of other diseases such as avian flu, sudden acute respiratory syndrome (also known as SARS), swine flu or influenza may similarly impact Topgolf.

In addition, Topgolf has been, and will continue to be, negatively impacted by COVID-19 related developments, including heightened governmental regulations and travel advisories, recommendations by the U.S. Department of State, the Centers for Disease Control and Prevention and similar foreign authorities, and travel bans and restrictions, each of which has significantly impacted, and is expected to continue to significantly impact, travel of customers to Topgolf’s domestic and international venues. Topgolf cannot predict how quickly customers will return to its venues, which may be affected by continued concerns over safety and/or depressed consumer sentiment due to adverse economic conditions, including high unemployment. Demand for Topgolf’s products and services may remain weak for a significant length of time and Topgolf cannot predict if and when such demand will return to pre-outbreak demand. Furthermore, as a result of COVID Orders, Topgolf implemented a work from home policy for certain of its Associates, which, if continued, may have a substantial impact on Associate attendance and productivity and company culture, may cause Associate turnover, may disrupt access to facilities, equipment, networks, corporate systems, books and records and may add additional expenses and strain on Topgolf’s business. If and when the COVID-19 pandemic abates, Topgolf may experience difficulties in resuming operations to pre-closure levels, which could have an adverse effect on its business, operations and financial condition.

There may be other adverse consequences to Topgolf’s business, operations and financial condition from the spread of COVID-19 that it has not considered. Topgolf has never previously experienced a complete cessation of its venue business operations, and as a consequence, its ability to predict the impact of such a cessation on business and future prospects is inherently uncertain. There can be no assurances that the effects of COVID-19 are temporary or that any losses that are incurred as a result of these uncertainties will be recouped if and when this crisis has passed. As a result, COVID-19 may continue to have an adverse impact on Topgolf’s business, operations and financial condition for an extended period of time.

Topgolf is vulnerable to changes in economic conditions and consumer preferences, either of which could materially affect Topgolf’s business, results of operations and financial condition.

Topgolf’s business is dependent upon consumer and corporate discretionary spending. The demand for entertainment and recreation activities is highly sensitive to downturns in the economy and the corresponding impact on discretionary consumer spending. Any actual or perceived deterioration or weakness in general,

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regional or local economic conditions, unemployment levels, the job or housing markets, consumer debt levels or consumer confidence, as well as other adverse economic or market conditions due to COVID-19 or otherwise may lead to customers having less discretionary income to spend on entertainment and recreation activities. The United States and other international economies have experienced cyclical downturns from time to time, including as a result of the COVID-19 pandemic and related COVID Orders. Worsening economic conditions that negatively impact discretionary consumer and corporate spending, including inflation, slower growth, unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws and other macroeconomic conditions, including those resulting from geopolitical issues and uncertainty, the impact of pandemics (including the ongoing COVID-19 pandemic), epidemics or other outbreaks of contagious disease, and any number of other factors and events outside of Topgolf’s control, may reduce guest traffic and/or guest spending in Topgolf’s venues, which could have a material adverse effect on Topgolf’s business, results of operations and financial condition. In particular, the ongoing COVID-19 pandemic has raised substantial uncertainty with respect to the United States and global economies, which may be in a recession and have experienced rapid increases in unemployment rates, as well as the extent, implementation and effectiveness of any government-funded benefit programs and stimulus packages on employment levels and consumer preferences and discretionary spending. These conditions may also cause Topgolf to raise prices in venues and/or impose practical limits on Topgolf’s ability to reduce prices, thereby further threatening Topgolf’s business, results of operations and financial condition and impairing Topgolf’s ability to mitigate the impact of deteriorating economic conditions on its business.

Consumer and corporate discretionary spending is also affected by consumer tastes and preferences, which are subject to change, and there can be no guarantee that golf-oriented entertainment will continue to appeal to consumers, particularly given the recent decline in the popularity of traditional golf as well as the shift in consumer spending away from out-of-home entertainment in light of the ongoing COVID-19 pandemic. Any decline in guest traffic and/or guest spending in Topgolf’s venues, whether resulting from unfavorable economic conditions or changes in consumer preferences, will reduce revenue in Topgolf’s Venues business, impair the value of Topgolf’s brand and impact Topgolf’s ability to attract new franchisees, licensees and commercial partners and generate sponsorship revenue, all of which could have a material adverse effect on Topgolf’s business, results of operations, financial condition and growth prospects.

In addition, unfavorable changes in economic conditions or consumer tastes and preferences may also reduce the revenues and profitability of Topgolf’s franchisees and licensees. A decline in the revenues and profitability of Topgolf’s franchisees and licensees may increase the risk that they will be unwilling or unable to pay fees and other amounts due under their franchise or license agreements as they become due, or decide to terminate or fail to renew their agreements with Topgolf, any of which will negatively impact revenues in Topgolf’s International and Toptracer business lines. Unfavorable economic conditions and changes in consumer preferences would also make it more difficult for Topgolf to attract and sign new franchisees and licensees on terms favorable to Topgolf or at all, thereby further reducing Topgolf’s revenue and impairing the reach of Topgolf’s brand and ability to grow its business.

Damage to Topgolf’s reputation, including as a result of actions taken by franchisees and licensees, could negatively impact Topgolf’s brand, business, results of operations and financial condition.

Topgolf’s reputation and the quality of Topgolf’s brand are critical to its business and success in existing markets, and will be critical to Topgolf’s success as it enters new markets. In particular, Topgolf’s ability to generate customer loyalty and attract and retain additional franchisees, licensees and commercial partners depends, to a large extent, on the strength of its brand and reputation. Any incident that erodes Topgolf’s public image or brand integrity could significantly impair the value of its brand and Topgolf’s ability to generate revenue.

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Topgolf may be adversely affected by any negative publicity concerning its business or those of its franchisees or licensees, regardless of its accuracy, including with respect to:

Topgolf’s franchisees and licensees are independent third parties that Topgolf does not control. Although franchisees are contractually obligated to operate their venues in accordance with Topgolf’s standards, Topgolf does not oversee their daily operations. Consequently, the quality of franchised venues may be diminished by any number of factors beyond Topgolf’s control. For example, franchisees may not hire and train qualified managers and other Associates, and may otherwise fail to operate their venues in a manner consistent with Topgolf’s standards and requirements. Similarly, though agreements with Toptracer Range licensees generally require licensees to comply with certain operational requirements, Topgolf exercises even less control and oversight over the operations of these third parties. If franchisees and licensees do not operate in accordance with Topgolf’s expectations, or if one or more franchisees or licensees were to be the subject of unfavorable publicity, Topgolf’s image and reputation, and the image and reputation of Topgolf’s other franchisees and licensees, could suffer materially. This could reduce Topgolf’s revenues and make it more difficult to attract and retain franchisees, licensees and commercial partners, any of which could have a material adverse effect on Topgolf’s business, results of operations and financial condition and its ability to execute its growth strategy.

In addition, there has been a marked increase in the use of social media platforms and other forms of internet-based communications that provide individuals and businesses with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate, as is its potential impact to affected individuals and businesses. Many social media platforms immediately publish the content posted by their subscribers and participants, often without filters or checks on the accuracy of the content posted. Furthermore, as part of its marketing strategy, Topgolf uses, and franchisees and licensees may also use, social media and other digital platforms to increase brand awareness and attract and retain customers. There are a variety of additional risks associated with this use of social media, including improper disclosure of proprietary information, exposure of personally identifiable information, fraud, blocking or disabling of Topgolf’s accounts, changes in policy and the perpetuation of out-of-date information. Accordingly, the use of social media vehicles by Topgolf, customers, Associates, franchisees, licensees or other third parties could increase costs, lead to litigation or result in negative publicity that could damage Topgolf’s brand or reputation and have a material adverse effect on its business, results of operations and financial condition.

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Topgolf’s growth strategy depends in part on its and its franchisees’ ability to open new venues in existing and new markets.

A key element of Topgolf’s growth strategy is to open additional venues in locations that it believes will provide attractive unit economics and returns on investment. Topgolf has 58 company-operated venues in the United States and five international locations, including three company-operated venues in the United Kingdom and two franchised venues, one in Australia and one in Mexico, and it plans to open additional new venues across flexible venue formats in the years to come. In addition, Topgolf has signed development agreements with five partners to open over 100 franchised venues in 14 countries across the world. In response to the ongoing COVID-19 pandemic, Topgolf suspended construction on certain venues and temporarily paused negotiations on new leases and purchase agreements. Further, construction on future venues could be delayed by additional COVID Orders or other government restrictions, reduced availability of labor and supply chain interruptions. As a result, some of the projects in Topgolf’s development pipeline may not be completed on the anticipated timeline, or at all, and new projects may not continue to enter Topgolf’s pipeline at the same rate as in the past.

Topgolf and its franchisees’ ability to open new venues on a timely and cost-effective basis, or at all, is dependent on a number of factors, many of which are beyond Topgolf’s control, including Topgolf and its franchisees’ ability to:

In addition, Topgolf has relied, and expects to continue to rely, primarily on the services of a single design/build contractor for the construction of venues. For venues in certain locations, Topgolf’s reliance on this contractor may result in additional costs or delay. Though Topgolf believes it would be able to find one or more replacements if it were to lose its relationship with this contractor or if its services otherwise became unavailable, there can be no guarantee that Topgolf would be able to do so without incurring additional costs and delay, or that the terms of arrangements with any such replacement would not be less favorable to Topgolf.

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There can be no guarantee that a sufficient number of suitable venue sites will be available in desirable areas or on terms that are acceptable to Topgolf in order to achieve its growth plan, or that Topgolf will be successful in addressing the other risks set forth above in a manner that will allow it to open new venues in a timely and cost-effective manner or at all. If Topgolf is unable to open new venues, or if venue openings are significantly delayed or face other obstacles, Topgolf’s revenue and earnings growth could be adversely affected and its business negatively impacted. New venues, once opened, may not be profitable or may close, which would adversely affect Topgolf’s business, results of operations and financial condition, and ability to execute its growth strategy.

Even if Topgolf and its franchisees succeed in opening new venues on a timely and cost-effective basis, there can be no guarantee that the profitability of these venues will be in line with that of existing venues or the performance targets Topgolf has set. New venues may even operate at a loss or close after a short operating period, which could have a significant adverse effect on overall operating results. Historically, new venues often experience an initial start-up period with considerable sales volumes, which subsequently decrease to stabilized levels after their first year of operation, followed by increases in same venue sales in line with the rest of Topgolf’s comparable venue base, although there can be no assurance that the same venue sales of any new venues opened in the future will increase in line with the rest of Topgolf’s comparable venue base, particularly in light of the ongoing COVID-19 pandemic, or that a new venue will succeed in the long term. Topgolf and its franchisees’ ability to operate new venues profitably may be affected by a number of factors, many of which are beyond its control, including:

Furthermore, as part of Topgolf’s longer-term growth strategy, it may open venues in geographic markets in which Topgolf has little or no operating experience. These markets may have different competitive conditions, consumer tastes and discretionary spending patterns than existing markets, which may cause new venues to be less successful or profitable than venues in existing markets. The challenges of opening venues in new markets include, among other things: difficulties in hiring experienced personnel, lack of familiarity with local real estate markets and demographics, lack of familiarity with local legal and regulatory requirements, different competitive and economic conditions, and consumer tastes and discretionary spending patterns that may be more difficult to predict or satisfy than in existing markets. In addition, Topgolf’s marketing and advertising programs may not be successful in generating brand awareness in all local markets, and lack of market awareness of the Topgolf brand may pose additional risks. Venues opened in new markets may open at lower average weekly revenues than

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venues opened in existing markets, and may have higher venue-level operating expense ratios than venues in existing markets. Sales at venues opened in new markets may also take longer to reach expected revenue levels, if they are able to do so at all, thereby adversely affecting overall profitability. Any failure to recognize or respond effectively to these challenges may adversely affect the success of any new venues and impair Topgolf’s ability to grow its business.

Conversion of the Swing Suite business to a software-as-a-service (“SaaS”) model may negatively impact revenues generated by the Swing Suite business.

Effective as of October 1, 2020, Topgolf entered into an agreement with Full Swing Golf, Inc. (“Full Swing”), pursuant to which Topgolf sold its portfolio of Swing Suite licenses to Full Swing, and Full Swing has assumed Topgolf’s obligations as licensor under the portfolio of Swing Suite licenses then in effect and for new Swing Suite bay installs. Pursuant to the agreement, Full Swing will sell simulators and enter into sublicense agreements directly with end users and Topgolf will license its Swing Suite software for an annual license fee under an SaaS model and no longer control the simulator assets or be a party to the agreement with end users. Topgolf will have less operational control over the end user and less control over the collection of license fees and over the delivery and installation of simulators. Full Swing may fail to fully assume current licenses, may be less diligent in collecting license fees or may fail to provide the same level of service to licensees, which could, in turn, materially and adversely affect the Swing Suite or Topgolf’s business, results of operations and financial condition. Further, as Topgolf will no longer receive upfront revenue recognition on new bay installs, revenues under the new SaaS model are expected to be lower in future periods.

Opening new venues in existing markets, Topgolf’s expansion of the Toptracer business line and Full Swing’s expansion of the Swing Suite business may negatively impact sales at existing company-operated and franchised venues.

The consumer target area of Topgolf’s venues varies by location and depends on a number of factors, including population density, other local retail and business attractions, area demographics and geography. From time to time, due to brand recognition and logistical synergies, as part of Topgolf’s growth strategy, it may open a new venue in or around an area where it has one or more existing venues. Though Topgolf’s core business strategy does not entail opening new venues that it believes will materially affect sales at existing venues, there can be no guarantee there will not be significant impact in some cases. As a result, the opening of a new venue in or near a market in which there is an existing venue could adversely impact sales at that venue or result in lower than expected sales at the new venue. Sales cannibalization between venues may become significant in the future as Topgolf and Full Swing continue to expand operations and could affect revenue growth, which could, in turn, materially and adversely affect Topgolf’s business, results of operations and financial condition.

In addition, the businesses of the Toptracer Range and Full Swing licensees also compete to some extent with Topgolf and its franchisees’ venues. Accordingly, cannibalization is also more likely to occur as Topgolf expands its Toptracer business line and Full Swing expands its business in markets in which Topgolf or franchisees have existing venues, or in the event Topgolf or franchisees open venues in markets in which there are existing licensees. This could impair Topgolf’s relationships with franchisees and licensees and cause the benefits from any such growth to be less than expected, which could have a material adverse effect on Topgolf’s business, results of operations and financial condition.

The markets in which Topgolf operates are highly competitive, and its inability to compete effectively could have a material adverse effect on Topgolf’s business, results of operations, financial condition and growth prospects.

The consumer entertainment industry is highly competitive. Consumers today have a wide variety of options when deciding how to spend their leisure time and discretionary entertainment dollars. Topgolf’s venues compete for consumers’ time and discretionary entertainment dollars against a broad range of other out-of-home

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entertainment options, as well as increasingly sophisticated forms of home-based entertainment. Other out-of-home entertainment options against which Topgolf competes include other dining and entertainment venues, sports activity centers, traditional driving ranges and other establishments offering simulated golf or multi-sport experiences (including Toptracer Range and Full Swing licensees), arcades and entertainment centers, movie theaters, sporting events, bowling alleys, nightclubs, bars and restaurants. In many cases, these businesses, or the entities operating them, are larger and have significantly greater financial resources and name recognition, longer operating histories, and concepts with which consumers may be more familiar, and are better established in the markets where venues are located or are planned to be located. As a result, these competitors may be able to invest greater resources or implement more aggressive strategies to attract consumers, including with respect to pricing, and, accordingly, may succeed in attracting those who would otherwise come to Topgolf’s venues. Additionally, the legalization of casino gambling in geographic areas near any current or future venue would create the possibility for additional out-of-home entertainment alternatives, which could have a material adverse effect on Topgolf’s business, results of operations and financial condition. Home-based entertainment options against which Topgolf’s venues compete include internet and video gaming, as well as movies, television and other on-demand content from streaming services. Further, in some cases consumer demand has shifted towards home-based entertainment options and away from out-of-home entertainment, including Topgolf’s products and services, as a result of the impact of the ongoing COVID-19 pandemic and related COVID Orders, which may result in greater competition from home-based entertainment options in the future. The failure of Topgolf’s venues to compete favorably against these other out-of-home and home-based entertainment options could have a material adverse effect on Topgolf’s business, results of operations and financial condition.

Topgolf also faces intense competition across its other business lines. In particular, the International and Toptracer business lines compete against other companies to attract and retain qualified franchisees and licensees. WGT and the content Topgolf produces through Topgolf Studios also competes for consumer attention and leisure time against the other home-based entertainment alternatives described above, particularly content focused on sports, including golf. From a commercial perspective, Topgolf also competes against other businesses seeking corporate sponsorships and other commercial partners, such as sports teams, entertainment events and television and digital media outlets, and compete against television and digital content providers seeking advertiser or sponsorship income. Topgolf’s growth strategy and prospects will be materially impaired if it is unable to compete successfully in these aspects of its business.

Topgolf’s new lines of business, and any additional lines of business it may enter in the future, may subject it to additional risks and uncertainties.

The venues business line accounted for approximately 90.4% and 86.4% of total revenue for fiscal year 2019 and the thirty-nine weeks ended September 27, 2020, respectively. During the past four years, however, Topgolf has expanded operations to include the international franchise component of its International business, a key component of Topgolf’s international expansion strategy; the Toptracer business line; and media business line, which includes WGT, Topgolf Studios and Topgolf’s sponsorship offerings. In addition, from time to time, Topgolf expects to continue to expand operations by entering into additional lines of business or offering new products or services within existing businesses. There are substantial risks and uncertainties associated with these efforts, and forecasting the success of Topgolf’s international franchise operations, Toptracer and media business lines, or any lines of business, products or services that Topgolf may seek to enter into or introduce in the future, is inherently uncertain and depends on a number of factors both within and outside of Topgolf’s control. For example, Topgolf may underestimate the level of resources or expertise necessary to make new business lines successful or to otherwise realize their expected benefits, or growth rate, revenue and profitability targets may otherwise prove not to be achievable. For example, the continued growth of the Toptracer business line will require that Topgolf significantly expand sales, supply chain and customer service infrastructures for Toptracer Range product offerings, and there can be no assurance that Topgolf will be able to do in a manner that will allow it to keep pace with the growth Topgolf hopes to achieve in these business lines or at all. Topgolf may also elect to invest resources in certain lines of business, products or services that would have been better utilized in

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pursuing other investment opportunities. External factors, including the competitive landscape, shifting market preferences, the need to comply with new laws and regulations and the resulting litigation and regulatory risk, may also affect the success of the international franchise operations and Toptracer business line, and any future business lines, products or services Topgolf may seek to enter into or introduce in the future. Any new line of business, product or service could also have a significant impact on the effectiveness of Topgolf’s internal controls. Topgolf’s failure to successfully manage these risks could have a material adverse effect on its business, results of operations and financial condition.

In addition, Topgolf has invested, and expects to continue to invest, significant resources to developing the infrastructure needed to support its international franchise operations and the Toptracer and media business lines. The failure of any of these businesses will result in the loss of Topgolf’s investment, as well as the opportunity cost of diverting management attention and financial resources away from its core venues business line and other business lines, products and services that may have been more successful. Furthermore, the success of certain of these new business lines could divert revenue from Topgolf’s other business lines. For example, the success of the Toptracer business line may divert revenue from Topgolf-operated and franchised venues if consumers choose to visit one of the Toptracer Range licensees instead, whether due to convenience, cost or any number of other factors. The Toptracer business line may also divert revenue from Topgolf’s international franchise operations if potential franchisees choose to open their own establishments and license Toptracer Range systems instead. Topgolf’s failure to successfully address these risks could have a material adverse effect on its results of operations and growth prospects.

Topgolf has incurred operating losses in the past, expects to incur operating losses in the future, and may not achieve or maintain profitability.

Topgolf has incurred operating losses each year since its inception, including net losses of $81.1 million, $78.5 million and $114.9 million in fiscal years 2017, 2018 and 2019, respectively, and net losses of $69.1 million and $278.6 million in the thirty-nine weeks ended September 29, 2019 and September 27, 2020, respectively, and expects to continue to incur net losses in the future. As a result, Topgolf had a total stockholders’ deficit of $468.1 million and $835.2 million as of December 29, 2019 and September 27, 2020, respectively. Topgolf expects operating expenses to increase in the future as it continues to grow its network of venues and expand other business lines, including its international franchised venues and licensed Toptracer Range bays. Topgolf revenue growth may slow or revenue may decline for a number of other reasons, including a reduction in guest visits to and spending at Topgolf’s venues, a reduction in revenues from franchisees, licensees and commercial partners, Topgolf’s inability to attract and retain franchisees, licensees and commercial partners, increased competition, a decrease in the growth or reduction in the size of Topgolf’s markets, or if Topgolf is unable to capitalize on growth opportunities. If revenue does not grow at a greater rate than operating expenses, Topgolf will not be able to achieve and maintain profitability.

Topgolf may not be able to secure additional financing on favorable terms, or at all, to meet future capital needs.

Topgolf’s ability to operate and expand its business depends on the availability of adequate capital, which in turn depends on cash flow generated by its business and the availability of borrowings under its existing Credit Facilities and other debt, equity or other applicable financing arrangements. Topgolf’s ability to fund the construction and opening of new venues in particular depends on its ability to fund or otherwise secure financing for the associated development costs. Topgolf typically finances the construction of venues through third-party developer or real estate financing companies. In these cases, while Topgolf is still required to fund a portion of venue development costs itself, its financing partner will purchase or lease the land and fund a majority of venue development costs during and after construction, which reduces its required capital outlay. Should these or similar financing arrangements become less available to Topgolf in the future, whether due to changes in relationships with financing partners, legal, regulatory or other changes, including the potential impact of the ongoing COVID-19 pandemic on Topgolf’s ability to obtain financing on favorable terms, the availability of

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sufficient amounts of financing and conditions in the global financing markets and Topgolf’s prospects and credit ratings, that make these financing arrangements less attractive to them or any other reason, Topgolf’s growth prospects would be materially and adversely affected. In addition, in cases where Topgolf is not able to finance venue construction through one of its financing partners, Topgolf is required to fund the full amount of venue development costs itself, which it has typically done in the past through borrowings under its existing Credit Facilities. Further, COVID-19 and other factors may cause Topgolf to slow, stop or decrease the volume of Topgolf’s construction projects, which may result in Topgolf losing construction financing. If Topgolf is unable to finance the construction and development of new venues on acceptable terms or at all, or if Topgolf or its financing partners default on its or their respective obligations to fund construction, Topgolf could be required to delay, significantly curtail or eliminate planned openings, which could have a material adverse effect on its business, results of operations, financial condition and growth prospects.

In the future, Topgolf may also require additional capital to respond to business opportunities, challenges, acquisitions or unforeseen circumstances, and may determine to engage in equity or debt financings or enter into credit facilities or refinance existing indebtedness for other reasons. In particular, Topgolf will require capital expenditures to implement health and safety measures to counteract the spread of COVID-19 and for the maintenance, renovation and improvement of existing venues as venues mature, to remain competitive and maintain the value of its brand. This creates an ongoing need for cash and, to the extent Topgolf cannot fund capital expenditures from cash flows from operations, funds will need to be borrowed or otherwise obtained.

There can be no guarantee that Topgolf will be able to timely secure financing on favorable terms, or at all, for any of the foregoing purposes. Topgolf’s indebtedness may also impact its ability to incur additional indebtedness. In particular, at least one credit rating agency has downgraded Topgolf’s credit rating as a result of the ongoing COVID-19 pandemic on the ability of Topgolf to operate its venues, and others may do the same. If Topgolf’s credit ratings are further downgraded, or general market conditions ascribe higher risk to Topgolf’s credit rating or its industry, Topgolf’s access to capital and the cost of debt financing will be negatively impacted. Accordingly, downgrades may cause Topgolf’s cost of borrowing to increase. In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may cause future financing to be unavailable due to covenant restrictions then in effect. As discussed elsewhere, the Amended Credit Agreement contains restrictive covenants that limit Topgolf’s ability to incur additional indebtedness and engage in other capital-raising activities. Any debt financing obtained by Topgolf in the future could require it to comply with covenants that further restrict capital raising activities and other financial and operational matters, which may make it more difficult for Topgolf to operate its business, obtain additional capital and pursue business opportunities, including potential acquisitions. Furthermore, if Topgolf raises additional funds through the issuance of equity or convertible debt or other equity-linked securities, its existing stockholders could suffer significant dilution. If Topgolf is unable to obtain adequate financing or financing on satisfactory terms, when required, its ability to continue to grow and support its business and to respond to business challenges could be significantly limited.

Topgolf’s indebtedness could adversely affect its ability to raise additional capital to fund operations, limit its ability to react to changes in the economy or its industry and prevent it from meeting financial obligations.

As of September 27, 2020, Topgolf had $334.2 million in principal amount of borrowings (net of $2.7 million of unamortized discount and $7.9 million of unamortized issuance costs) outstanding under its $350.0 million Term Loan Facility and its $160.0 million Revolving Credit Facility. In addition, on May 27, 2020, Topgolf issued $33.75 million of notes (which were issued at a $6.8 million discount) (the “Topgolf Notes”) to Callaway, Providence, and certain Topgolf stockholders affiliated with Dundon and WestRiver, to increase Topgolf’s cash position and preserve financial flexibility in light of the impact on global markets resulting from the ongoing COVID-19 pandemic. On or about September 24, 2020, the holders of the Topgolf Notes exchanged their Topgolf Notes for shares of Topgolf Series H preferred stock. If Topgolf cannot generate sufficient cash flow from operations to service its debt, it may need to further refinance debt, dispose of assets or issue equity to obtain necessary funds. There can be no assurance that Topgolf will be able to do any of this on a

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timely basis, on satisfactory terms, or at all. Topgolf’s indebtedness could have important consequences, including:

In addition, the Amended Credit Agreement contains, and any agreements evidencing or governing other future indebtedness may also contain, certain restrictive covenants that limit its ability, among other things, to engage in certain activities that are in Topgolf’s long-term best interests, including its ability to:

The restrictive covenants in the Amended Credit Agreement also require Topgolf to maintain a specified total leverage ratio other than during the period beginning with the fiscal quarter ended on or about June 30, 2020 through the fiscal quarter ending on or about March 31, 2022 (the “Covenant Waiver Period”). During the Covenant Waiver Period (unless Topgolf elects to terminate the Covenant Waiver Period early upon the satisfaction of certain conditions), the restrictive covenants in the Amended Credit Agreement require Topgolf to maintain a specified amount of liquidity. Topgolf’s ability to comply with these covenants and restrictions may be affected by events and factors beyond its control. Topgolf’s failure to comply with any of these covenants or restrictions could result in an event of default under the Credit Facilities. This would permit the lenders under such facilities to take certain actions, including terminating all outstanding commitments and declaring all amounts due under the Credit Facilities to be immediately due and payable, including all outstanding borrowings, accrued and unpaid interest thereon. In addition, the lenders would have the right to proceed against the collateral

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Topgolf has granted to them, which includes substantially all of its assets. In addition, in order to pursue Topgolf’s business and operational strategies, Topgolf may need additional sources of liquidity in the future and it may be difficult or impossible at such time to increase its liquidity. Topgolf’s lenders may not agree to amend the Amended Credit Agreement at such time to increase its borrowing capacity. Further, Topgolf’s requirements for additional liquidity may coincide with periods during which Topgolf is not in compliance with covenants under the Amended Credit Agreement, and Topgolf’s lenders may not agree to further amend the Amended Credit Agreement to accommodate such non-compliance. The occurrence of any of these events could have a material adverse effect on Topgolf’s business, results of operations and financial condition.

Topgolf may be unable to adequately establish, maintain, protect and enforce its intellectual property and proprietary rights or prevent third parties from making unauthorized use of its technology and brand.

Intellectual property rights are important to Topgolf’s business. Topgolf’s ability to implement its business plan successfully, expand its business lines and establish and maintain its competitive position in new and existing markets depends in part on Topgolf’s ability to further build brand recognition using its trademarks, service marks, proprietary products and technologies and other intellectual property rights, as well as its ability to maintain, protect and enforce such rights. Topgolf relies upon a combination of intellectual property rights, such as trademarks, trade dress, domain names, copyrights, trade secrets and patents, in addition to technical measures and confidentiality and license agreements with Associates, contractors, consultants and other third parties with whom Topgolf has relationships, to establish, maintain, protect and enforce its brand, proprietary information, technologies and processes and other intellectual property rights. Intellectual property laws and procedures and restrictions provide only limited protection and any of Topgolf’s intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. If Topgolf fails to protect its intellectual property rights adequately, it may lose an important advantage in the markets in which it competes. While Topgolf takes measures to protect its intellectual property, such efforts may be insufficient or ineffective, and any of its intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Other parties may also independently develop technologies that are substantially similar or superior to Topgolf’s. Topgolf also may be forced to bring claims against third parties, or defend claims that third parties may bring against Topgolf, to determine the ownership of what Topgolf regards as its intellectual property. There can be no assurance that Topgolf’s intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar or superior to Topgolf’s and that compete with its business. If third parties misappropriate, infringe or otherwise violate Topgolf’s intellectual property, the value of Topgolf’s technologies, image, brand and the goodwill associated therewith may be diminished, Topgolf’s brand may fail to achieve and maintain market recognition, and its competitive position may be harmed, any of which could have a material adverse effect on its business, including revenue.

Effective protection of patents, trademarks, domain names and other intellectual property rights is expensive and difficult to maintain, including in terms of application and registration costs as well as the costs of defending and enforcing those rights. As Topgolf has grown, it has sought to obtain and protect intellectual property rights in an increasing number of countries, a process that can be expensive and may not always be successful. For example, the U.S. Patent and Trademark Office and various foreign governmental patent agencies require compliance with a number of procedural requirements to complete the patent and trademark application process and to maintain issued patents and registered trademarks, and noncompliance or non-payment could result in abandonment or lapse of patent or trademark registrations or applications, resulting in partial or complete loss of applicable rights in a relevant jurisdiction. Further, intellectual property protection may not be available to Topgolf in every country in which its products and services are available. For example, some foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, many countries limit the enforceability of patents against certain third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit.

In order to protect Topgolf’s brand and intellectual property rights, it may be required to spend significant resources to monitor and protect these rights. Policing unauthorized use of intellectual property rights is difficult,

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and Topgolf cannot be certain that the steps it has taken will prevent the violation or misappropriation of such rights by others. Litigation brought to protect and enforce intellectual property rights could be costly, time-consuming and distracting to management, and could result in the impairment or loss of portions of Topgolf’s intellectual property. Furthermore, Topgolf’s efforts to enforce intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of its intellectual property rights. Accordingly, Topgolf may not be able to prevent third parties from infringing upon or misappropriating its intellectual property. Any failure to secure, maintain, protect and enforce intellectual property rights could have a material adverse effect on Topgolf’s business, results of operations and financial condition.

If Topgolf’s trademarks and trade names are not adequately protected, it may not be able to build name recognition in markets of interest and its business may be adversely affected.

Topgolf’s registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. Topgolf may not be able to protect its rights to these trademarks and trade names, which it needs to build name recognition among potential customers, franchisees and licensees in markets of interest. At times, competitors may adopt trade names or trademarks similar to Topgolf, thereby impeding Topgolf’s ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other trademarks or trademarks that incorporate variations of Topgolf’s registered or unregistered trademarks or trade names. Over the long term, if Topgolf is unable to establish name recognition based on its trademarks and trade names, then it may not be able to compete effectively and its business may be adversely affected. Topgolf licenses its trademarks and trade names to third parties. Though these license agreements may provide guidelines for how trademarks and trade names may be used, a breach of these agreements or misuse of trademarks and tradenames by licensees may jeopardize Topgolf’s rights in or diminish the goodwill associated with trademarks and trade names. Topgolf’s efforts to enforce or protect its trademarks and trade names may be ineffective and could result in substantial costs and diversion of resources and could adversely affect its business, financial condition, results of operations and prospects. Additionally, franchisees, licensees, sponsorship partners or other third-party partners may suffer reputational harm that could adversely affect Topgolf’s business.

If Topgolf is unable to protect the confidentiality of its trade secrets, its business and competitive position would be harmed.

Topgolf relies on trade secrets and confidentiality agreements to protect its know-how, technologies, and other proprietary information—including its proprietary software—and to maintain its competitive position. Trade secrets and know-how can be difficult to protect.

Topgolf seeks to protect its trade secrets, know-how and other proprietary information by requiring Associates, contractors, consultants and other third parties with whom Topgolf has relationships to execute confidentiality and assignment of inventions agreements, but such agreements may not be self-executing and may not provide meaningful protection for trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. There can be no guarantee that Topgolf has entered into such agreements with each party that has or may have had access to its trade secrets or proprietary information. Additionally, despite these efforts, no assurance can be given that the confidentiality agreements Topgolf enters into will be effective in controlling access to such proprietary information and trade secrets. The confidentiality agreements on which Topgolf relies to protect certain technologies may be breached, may not be adequate to protect confidential information, trade secrets and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of confidential information, trade secrets or proprietary technologies. Intellectual property laws and procedures and restrictions provide only limited protection and any of Topgolf’s intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to

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protect trade secrets. If any of Topgolf’s trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, Topgolf would have no right to prevent them from using that technology or information to compete with Topgolf. If any of Topgolf’s trade secrets were to be disclosed to or independently developed by a competitor or other third party, it could have a material adverse effect on its business, results of operations and financial condition.

Topgolf may be sued by third parties for alleged infringement of their proprietary rights.

From time to time, third parties may bring litigation against Topgolf based on allegations that Topgolf has infringed, misappropriated or otherwise violated their intellectual property rights. Furthermore, it has become common practice for individuals and groups to purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like Topgolf. Topgolf’s use of third-party content, including music content, software, and other intellectual property rights may also be subject to claims of infringement, misappropriation or other violation. There can be no guarantee that Topgolf’s internally developed or acquired technologies and content do not or will not infringe the intellectual property rights of others. From time to time, competitors or other third parties may claim that Topgolf is infringing upon or misappropriating their intellectual property rights, and Topgolf may be found to be infringing upon such rights. Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and Topgolf may not be successful in defending itself in such matters.

Any intellectual property claims or litigation brought by third parties, with or without merit, could cause Topgolf to incur significant expenses and, if successfully asserted against Topgolf could require that it pay substantial damages or ongoing royalty payments, discontinue the use of third-party technologies or content, force Topgolf to implement expensive work-arounds, re-brand the business and products or impose other unfavorable terms. Such third parties could also seek an injunction prohibiting the use of Topgolf’s technologies, and Topgolf could be required to cease offering or using technologies that incorporate or use the asserted third-party intellectual property or obtain a license from such third party to continue using or selling the necessary technologies, which may not be available on commercially reasonable terms or at all. Even if Topgolf were able to obtain a license, it could be non-exclusive, thereby giving competitors and other third parties access to the same technologies licensed to Topgolf, and it could require Topgolf to make substantial licensing and royalty payments. Further, during the course of any litigation, Topgolf may make announcements regarding the results of hearings and motions, and other interim developments. Even if intellectual property claims do not result in litigation or are resolved in Topgolf’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of management and require significant expenditures. Any of the foregoing could prevent Topgolf from competing effectively and could have an adverse effect on its business, results of operations and financial condition.

Topgolf faces risks, such as unforeseen costs and potential liability, in connection with content it produces, licenses, and distributes.

As a producer and distributor of content, Topgolf faces potential liability for negligence, copyright or trademark infringement, or other claims based on the nature and content of materials that it produces, licenses and distributes. If Topgolf believes certain content it has produced might not be well received or could be damaging to its brand or business, it may decide to remove such content, or discontinue or alter its production.

To the extent Topgolf does not accurately anticipate costs or mitigate risks, including for content that it produces or obtains but ultimately does not appear on or is removed from Topgolf’s platform, or if Topgolf becomes liable for content it produces, licenses or distributes, Topgolf’s business may suffer. Litigation to defend these claims could be costly and the expenses and damages arising from any liability could harm Topgolf’s results of operations. Topgolf may not be indemnified against claims or costs of these types and may not have insurance coverage for these types of claims.

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Some of Topgolf’s products and services contain open source software, which may pose particular risks to its proprietary software, technologies, products, and services in a manner that could harm its business.

Topgolf uses open source software in its products and services and anticipates using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software products to publicly disclose all or part of the source code to such software product or to make available any modifications or derivative works of the open source code on unfavorable terms or at no cost. This could allow competitors to create similar technologies with less development effort and in less time and could lead to a loss of sales of Topgolf’s products and services. The terms of many open source licenses to which Topgolf is subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on Topgolf’s ability to provide or distribute products or services. Additionally, Topgolf could face claims from third parties claiming ownership of, or demanding release of, works that it developed using open source software, which could include Topgolf’s proprietary source code, or otherwise seeking to enforce the terms of, or alleging breach of, the applicable open source license. These claims could result in litigation and could require Topgolf to make its proprietary software source code freely available, purchase a costly license, or cease offering the implicated products or services unless and until it can re-engineer them to avoid infringement. This re-engineering process could require Topgolf to expend significant additional research and development resources, and there can be no guarantee that it will be successful.

Additionally, the use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open source software, and there can be no assurance that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect Topgolf’s business. Topgolf has processes to help alleviate these risks, including a review process for screening requests from developers for the use of open source software, but Topgolf cannot be sure that all open source software is identified or submitted for approval prior to use in its products and services. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could adversely affect Topgolf’s business, results of operations and financial condition.

If Topgolf’s software contains serious errors or defects, it may lose revenue and market acceptance and may incur costs to defend or settle claims with licensees, franchisees or other parties.

Software such as Topgolf’s (including software that it builds itself and software that it licenses from third parties) may contain errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced or when new versions or enhancements are released. Despite internal testing, Topgolf’s software may contain serious errors or defects, security vulnerabilities or software bugs that it may be unable to successfully correct in a timely manner or at all, which could result in lost revenue, significant expenditures of capital, a delay or loss in market acceptance and damage to its reputation and brand, any of which could adversely affect its business, results of operations and financial condition.

Failure to upgrade and protect Topgolf’s information technology systems against breakdowns, service interruptions and security breaches could adversely affect its business.

Topgolf relies on a number of important information technology systems to conduct its business, including systems related to payment processing, app storefront, supply chain management, accounting and internal controls and other processes and procedures. As a rapidly growing business, Topgolf’s current information technology infrastructure may not be adequately suited to handle its increasing volume of data and additional information needs. If Topgolf are unable to successfully upgrade its information systems to meet the growing needs of the business or are delayed in doing so, its growth could be adversely affected. Furthermore, if the third-

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party information technology systems upon which Topgolf relies block Topgolf’s transactions or change their policies, it could disrupt Topgolf’s business. In addition, the costs, potential problems and interruptions associated with the implementation of technology initiatives could disrupt or reduce the efficiency of Topgolf’s operations in the near term. They may also require Topgolf to divert resources from core business to ensure that implementation is successful. In addition, new or upgraded technology might not provide the benefits Topgolf anticipates, such benefits may take longer to realize and the technology might fail or cost more than expected.

In addition, Topgolf’s business depends on the reliability of its information technology systems and those of its franchisees and licensees. This is particularly true given the technology-driven nature of Topgolf’s venues, the Toptracer Range bays, and the growing media business line. These systems are vulnerable to physical damage, service interruptions and security breaches from inadvertent or intentional actions by Associates, partners, vendors and other third parties, hardware and software errors and other technical failures, theft, fire, power loss, telecommunications failure and other catastrophic events, as well as viruses, cyber-attacks, and other disruptive problems. Topgolf, its franchisees and licensees may also face disruptions due to maintenance issues and difficulties encountered in upgrading or transitioning to new platforms, expanding systems or integrating the technology of any recently acquired entities. Information technology systems are also susceptible to attacks of ever-increasing levels of sophistication made by groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,” nation states and others. The techniques used to breach security safeguards evolve rapidly and may be difficult to detect for an extended period of time, and the measures Topgolf, its franchisees and licensees take to safeguard technologies may not adequately prevent such incidents. As cyber threats continue to evolve, Topgolf may be required to expend additional resources to further enhance information security measures and/or to investigate and remediate any information security vulnerabilities. Additionally, Topgolf’s use of social media presents the potential for further vulnerabilities. For instance, Topgolf may be subject to boycotts, spam, spyware, ransomware, phishing and social engineering, viruses, worms, malware, distributed denial-of-service attacks, password attacks, man-in-the-middle attacks, cybersquatting, impersonation of Associates or officers, abuse of comments and message boards, fake reviews, doxing and swatting. If Topgolf’s information technology systems fail and its redundant systems or disaster recovery plans are not adequate to address such failures, or if Topgolf’s business interruption insurance does not sufficiently compensate it for any losses that it may incur, revenues and profits could be reduced and the reputation of Topgolf’s brand and business could be materially and adversely affected. Any similar failures in the information technology systems of Topgolf’s franchisees and licensees could have a similar effect, particularly with respect to its licensees, to the extent such failure interferes with in-app transactions or is otherwise attributed to an issue with the Toptracer Range system. In addition, remediation of such problems could result in significant, unplanned capital investments.

Topgolf is also reliant on the security practices of third-party service providers, which may be outside of its direct control. As Topgolf continues to expand its digital platforms, it expects to place increasing reliance on third parties to provide infrastructure and other support services, including cloud infrastructure, and some third-party service providers, such as payment processing providers, might regularly have access to some confidential and sensitive personal data. The services provided by these third parties are subject to the same risk of outages, other failures and security breaches described above. If these third parties fail to adhere to adequate security practices, or experience a breach of their systems, the data of Topgolf’s customers, Associates, licensees and franchisees may be improperly accessed, used or disclosed. In addition, Topgolf’s providers have broad discretion to change and interpret the terms of service and other policies, and those actions may be unfavorable to Topgolf’s business operations. Topgolf’s providers may also take actions beyond Topgolf’s control that could harm its business, including discontinuing or limiting Topgolf’s access to one or more services, increasing pricing terms, terminating or seeking to terminate the contractual relationship with Topgolf altogether, or altering how Topgolf is able to process data in a way that is unfavorable or costly to Topgolf. Although Topgolf expects that it could obtain similar services from other third parties, if its arrangements with current providers were terminated, Topgolf could experience interruptions in its business, as well as delays and additional expenses in arranging for alternative cloud infrastructure services. Any loss or interruption to Topgolf’s systems or the

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services provided by third parties would adversely affect its business, financial condition and results of operations.

The loss, unauthorized access to, theft or destruction of personal data or confidential information that is stored on Topgolf’s information systems or by third parties on its behalf, as well as failure to comply with applicable data privacy and cybersecurity laws and regulations, could impact Topgolf’s reputation and brand and expose it to potential liability, regulatory penalties and loss of revenue.

The protection of customer, Associate and company data is critical to Topgolf. Topgolf and its licensees and franchisees are subject to laws relating to information security, data privacy, cashless payments, consumer credit and fraud. Additionally, an increasing number of government and industry groups have established laws and standards for the protection of sensitive personal information. The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. For example, in May 2018, the European Union’s General Data Protection Regulation (“GDPR”) came into effect, creating new compliance obligations applicable to Topgolf and increased financial penalties for noncompliance (including possible fines of up to four percent of global annual turnover for the preceding financial year or €20 million (whichever is higher) for the most serious violations). The United Kingdom’s data privacy regulator, the Information Commissioner’s Office (the “ICO”), has confirmed that following the withdrawal of the United Kingdom from the European Union (“Brexit”), the GDPR will continue to apply until the end of December 2020 (the “Transition Period”) alongside the United Kingdom’s Data Protection Act 2018.

Additionally, Topgolf must ensure that communications with customers comply with the Telephone Consumer Protection Act, a U.S. federal statute that protects consumers from unwanted telephone calls, text messages and certain other contacts, as well as other federal and state laws governing the use of personal information for marketing purposes.

Laws protecting the privacy and security of data, including personal data, continue to evolve in the markets where Topgolf operates, and Topgolf believes that the adoption of increasingly restrictive regulations in this area is likely within the United States and other jurisdictions. The California Consumer Privacy Act (the “CCPA”) went into effect on January 1, 2020, which among other things, requires specific disclosures to California consumers and affords consumers new rights to seek access to or deletion of their personal data, and to opt out of sales of personal information to third parties. California also passed the California Privacy Rights Act (the “CPRA”) in November 2020, which becomes operative on January 1, 2023, that will further amend the CCPA to, among other things, grant California consumers additional rights to correct data about them and to opt-out of certain additional sharing of personal information with third parties. The CCPA is enforced by the California Attorney General who may impose civil penalties for violations of the CCPA. The CCPA also allows a private right of action for certain data breaches, which may increase Topgolf’s compliance costs and exposure to direct or indirect expense, or liability to third parties, should it experience a cyber attack or other loss of confidentiality of personal data as defined under California or other applicable laws. Other states could implement similar statutes, and the U.S. Congress could also pass a law to preempt all or part of the CCPA. Topgolf has modified data collection and processing practices and policies in an effort to comply, which has required it to incur substantial costs and expenses.

Furthermore, there are currently are a number of additional proposals related to data privacy or security pending before federal, state and foreign legislative and regulatory bodies, any of which may require Topgolf to further modify practices and policies and incur significant costs and expenses. For example, the European ePrivacy Directive (Directive 2002/58/EC, as amended by Directive 2009/136/EC), which obliges European Union member states to introduce certain national laws regulating privacy in the electronic communications sector, could soon be replaced by a new proposed regulation known as the ePrivacy Regulation. While the text of the ePrivacy Regulation is still under development, recent European court decisions and regulators’ guidance are driving increased attention to cookies and tracking technologies. If regulators start to enforce the strict approach

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in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of Topgolf’s marketing activities, adversely affect margins, increase costs and subject Topgolf to additional liabilities. Regulation of cookies and similar technologies may lead to broader restrictions on marketing and personalization activities and may also increase regulatory scrutiny and potential civil liability under data protection or consumer protection laws.

Topgolf is also subject to evolving European Union laws on data transfers, as Topgolf may transfer personal data from the European Economic Area to other jurisdictions such as the United States. There is currently litigation challenging various European Union mechanisms for adequate data transfers and it is uncertain whether various mechanisms, such as the “Privacy Shield” or “model contractual clauses,” will be invalidated by the European courts. From the perspective of Brexit, the ICO has confirmed that data transfers will remain unaffected during the Transition Period.

In the ordinary course of Topgolf’s business, it collects, processes, stores and transmits certain personal information from customers, Associates, suppliers, licensees, franchisees, commercial partners and other business partners and individuals, including credit and debit card numbers and other personally identifiable information. These parties have a high expectation that Topgolf will adequately protect their personal information. Although Topgolf has measures in place designed to prevent unauthorized disclosure or access, such personal information could nevertheless be inadvertently disclosed, including through human error, third parties may have the technology or know-how to breach the security of such personal information, or Topgolf’s security measures and those of its technology vendors, licensees or franchisees may not effectively prohibit others from obtaining improper access to this information. A number of companies in recent years have experienced high-profile security breaches in which personal information, including credit and debit card information, has been stolen and exposed. As Topgolf gains greater public visibility, it may face a higher risk of being targeted by cyberattacks. Although Topgolf relies on a variety of security measures and has taken other steps to try to prevent a breach, there can be no assurance that such measures will provide absolute security, particularly given the increasingly sophisticated tools and methods used by hackers and cyber terrorists. If Topgolf experiences a security breach, it could become subject to claims, lawsuits or other proceedings by affected individuals and become the subject of increased scrutiny by applicable regulatory/government agencies. Any such incidents or proceedings could disrupt Topgolf’s business, adversely affect brand and reputation, consumer confidence and relationships with Associates, suppliers, licensees, franchisees, commercial partners and other business partners, result in the imposition of penalties or cause Topgolf to incur significant unplanned losses and expenditures, including those necessary to remediate any damage to persons whose personal information may have been compromised. Any of these events could have a material adverse effect on Topgolf’s business, results of operations and financial condition. In addition, while Topgolf currently maintains a separate insurance policy that may, subject to policy terms and conditions, cover certain aspects of cyber risks, there can be no guarantee that such policy will be applicable to a particular incident or otherwise sufficient to cover all losses.

In addition, Topgolf is subject to payment card association and network operating rules, including data security rules, certification requirements and rules governing electronic funds transfers, which could change over time. For example, Topgolf is subject to Payment Card Industry Data Security Standards (“PCI DSS”), which contain compliance guidelines and standards with regard to security surrounding the physical and electronic storage, processing and transmission of individual cardholder data, and is required to maintain the highest level of PCI DSS compliance. As part of an overall security program and to meet PCI DSS standards, Topgolf undergoes regular external vulnerability scans and is reviewed by a third-party assessor. As PCI DSS standards change, Topgolf may be required to implement additional security measures. If it does not maintain the required level of PCI DSS compliance, it could be subject to costly fines or additional fees from the card brands that it accepts or lose its ability to accept those payment cards. Furthermore, compliance with PCI DSS does not preclude a breach from occurring.

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Topgolf, its franchisees and its licensees are subject to many federal, state, local and foreign laws, as well as other statutory and regulatory requirements, with which compliance is both costly and complex. Failure by Topgolf, its franchisees or its licensees to comply with, or changes in these laws or requirements, could have an adverse impact on its business.

Topgolf is subject to extensive federal, state, local and foreign laws and regulations, as well as other statutory and regulatory requirements, including, among others: