UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
Registrant’s telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure.* |
On June 1, 2026, Callaway Golf Company issued a press release captioned “Callaway Golf Company Announces Full Repayment of Term Loan B.” A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
| Item 9.01 | Financial Statements and Exhibits.* |
| (d) | Exhibits. |
The following exhibit is being furnished herewith: |
| Exhibit 99.1 | Press Release, dated June 1, 2026, captioned, “Callaway Golf Company Announces Full Repayment of Term Loan B.” | |
| Exhibit 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
| * | The information furnished in this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CALLAWAY GOLF COMPANY | ||||||
| Date: June 1, 2026 | By: | /s/ Heather D. McAllister | ||||
| Name: | Heather D. McAllister | |||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||
Exhibit 99.1
Callaway Golf Company Announces Full Repayment of Term Loan B
CARLSBAD, Calif., June 1, 2026 /PRNewswire/ — Callaway Golf Company (NYSE: CALY)(the “Company”) today announced that it has repaid in full the remaining approximately $163 million outstanding under its term loan B facility, following its voluntary prepayment of $1 billion of term loan B debt in January 2026. The repayment was funded with cash on hand, further simplifying the Company’s capital structure. Immediately following the repayment, the Company had approximately $53 million of remaining gross debt, consisting of approximately $44 million under its Japan ABL facility and approximately $9 million of equipment notes and finance leases, as well as unrestricted cash and cash equivalents of over $150 million. The repayment will reduce future cash interest expense and enhance financial flexibility.
“This final repayment marks an important milestone in the balance sheet actions we outlined earlier this year,” said Brian Lynch, Chief Financial Officer and Chief Legal Officer. “With our term loan B now fully repaid, we are well positioned to continue executing our capital allocation priorities with a strong balance sheet.”
This repayment is consistent with the Company’s previously communicated capital allocation priorities of reinvesting in the business, maintaining a healthy balance sheet and returning capital to shareholders. The Company continues to expect to end the year in a net cash to zero net leverage position.
About Callaway Golf Company
Callaway Golf Company (NYSE: CALY), is a premium golf equipment, gear and apparel company with a portfolio of global brands, including Callaway Golf, Odyssey, TravisMathew, and OGIO. Through an unwavering commitment to innovation and premium craftsmanship, Callaway designs, manufactures, and sells high-performance golf clubs, golf balls, apparel, bags, and other accessories—setting the standard for performance in the game of golf. For more information, please visit https://ir.callawaygolf.com.
Forward-Looking Statements
Statements used in this press release that relate to future plans, events, financial results, performance, prospects, or growth opportunities, including statements relating to the Company’s net leverage and cash balances at the end of the year, future cash interest expense, capital allocation priorities and positioning to return capital to shareholders, health of the Company’s balance sheet and financial flexibility, and statements of belief
and any statement of assumptions underlying any of the foregoing, are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “estimate,” “could,” “would,” “should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project” and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made and are not guarantees of future performance. These statements are based upon current information and expectations. Accurately estimating the forward-looking statements is based upon various risks and unknowns. Actual results may differ materially from those estimated or anticipated as a result of the risks and unknowns identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 or other risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Investor Contact
Patrick Burke
invrelations@callawaygolf.com