Callaway Golf (CALY) risk factors, FY2025 10-K

Callaway Golf's FY2025 10-K, filed Feb 27, 2026, lists 50 risk factors in 4 groups. Against the prior year's 68: 4 new, 22 dropped, 24 substantially reworded.

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Risk factors listed
504 groups
New this year
4vs 68 last year
Dropped
22since the prior 10-K
Substantially reworded
24of those kept
Section length
17k wordsItem 1A

What the changes say

  • Callaway Golf Co highlights risks from its January 2026 sale of a 60% Topgolf stake, leaving it as a non-controlling minority owner with restricted liquidity.

What changed since the prior 10-K

New

  • NewRisks Related to our Industry and Business

    We are a non‑controlling minority owner of Topgolf and therefore have limited ability to influence its strategy, operations, capital allocation, or timing and amount of distributions, which could adversely affect the value of our investment and our financial results

    As a non-controlling minority owner of Topgolf following our 60% stake sale in January 2026, we cannot influence its strategy, operations, or financial reporting.

  • NewRisks Related to our Industry and Business

    Our investment in Topgolf is subject to transfer restrictions, governance terms, and other contractual limitations that could delay, limit, or reduce our ability to monetize the investment or otherwise realize anticipated value

    Transfer restrictions and governance terms under the Topgolf Operating Agreement restrict us from selling our stake until January 2028 without unanimous board consent.

  • NewRisks Related to Regulations

    We 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 to comply with, or changes in these laws or requirements, could have an adverse impact on our business

    We face complex statutory and regulatory requirements spanning employment, ADA, data privacy, AI technologies, FCPA, and consumer protection.

  • NewRisks Related to Tax and Financial Matters

    We may need to raise additional funds from time to time in order to take advantage of opportunities, including the expansion of our business or the acquisition of complementary products, technologies or businesses; develop new products or expand existing lines of business; or respond to competitive pressures

    We may need to raise additional debt or equity financing to fund business expansion or acquisitions, which could dilute shareholders or impose restrictive covenants.

Dropped

  • DroppedRisks Related to our Industry and Business

    Our revenue growth and profitability are impacted by our same venue sales, which have recently declined, and there are material risks to our ability to increase such sales

  • DroppedRisks Related to our Industry and Business

    The growth strategy for our Topgolf business depends in part on our ability to open new venues in existing and new markets

  • DroppedRisks Related to our Industry and Business

    New venues, once opened, may not be profitable or may close, which would adversely affect our business as well as our financial condition and results of operations and ability to execute our growth strategy

    Same venue sales declines

  • DroppedRisks Related to Operations, Manufacturing, and Technology

    Any difficulties from strategic acquisitions that we pursue or consummate could adversely affect our business, financial condition and results of operations

  • DroppedRisks Related to Operations, Manufacturing, and Technology

    We may not be able to obtain and maintain licenses and permits necessary to operate our Topgolf business and our venues in compliance with applicable laws, regulations and other requirements, which could adversely affect our business, results of operations and financial condition

  • DroppedRisks Related to Operations, Manufacturing, and Technology

    Instances of food-borne illness and outbreaks of disease could negatively impact our Topgolf business

  • DroppedRisks Related to Operations, Manufacturing, and Technology

    Guest complaints, litigation on behalf of guests or Playmakers or other proceedings may adversely affect our business, results of operations and financial condition

  • DroppedRisks Related to Operations, Manufacturing, and Technology

    Our venue operations are susceptible to the availability and cost of food commodities and other supplies, some of which are available from a limited number of suppliers, which subjects us to possible risks of shortages, interruptions and price fluctuations

  • DroppedRisks Related to Operations, Manufacturing, and Technology

    Moreover, we have acquired and continue to acquire companies with cybersecurity vulnerabilities and/or are similarly susceptible to the risks described above, which exposes us to significant cybersecurity, operational, and financial risks

  • DroppedRisks Related to Operations, Manufacturing, and Technology

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

    Topgolf new venue growth strategy

  • DroppedRisks Related to Operations, Manufacturing, and Technology

    Our international growth strategy for Topgolf depends in large part on the success of our franchisees and on their ability to open new venues. Our franchisees face challenges that could adversely affect their ability to open new venues and venue operations and, consequently, our business and reputation

    New venue profitability risks

  • DroppedRisks Related to Operations, Manufacturing, and Technology

    If our franchisees are not able to successfully open new venues, or if there is any significant adverse change in these and other circumstances or conditions relating to franchisee operations, our operations, financial performance, and condition could be materially adversely affected

  • DroppedRisks Related to Tax and Financial Matters

    We may need to raise additional funds from time to time through public or private debt or equity financings in order to execute our growth strategy, including the growth strategy for our Topgolf business prior to the separation

  • DroppedRisks Related to the Separation and Our Relationship with Topgolf

    The separation of our business into two independent companies may not be completed on the currently contemplated timeline, or at all, and may not achieve the intended benefits

  • DroppedRisks Related to the Separation and Our Relationship with Topgolf

    As a separate, publicly traded company, Callaway may not enjoy the same benefits that we do when consolidated with Topgolf

  • DroppedRisks Related to the Separation and Our Relationship with Topgolf

    Our customers, prospective customers, suppliers or other companies with whom we conduct business may conclude that our financial stability as a separate, publicly traded company is insufficient to satisfy their requirements for doing or continuing to do business with them

  • DroppedRisks Related to the Separation and Our Relationship with Topgolf

    If the distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, we and our stockholders could incur significant tax liabilities

  • DroppedRisks Related to the Separation and Our Relationship with Topgolf

    After the distribution, certain of Callaway’s executive officers and directors may have actual or potential conflicts of interest because of their equity interests in Topgolf

  • DroppedRisks Related to the Separation and Our Relationship with Topgolf

    Topgolf may compete with Callaway

  • DroppedRisks Related to the Separation and Our Relationship with Topgolf

    We may not achieve some or all of the expected benefits of the separation, and the separation may adversely affect our business

  • DroppedRisks Related to the Separation and Our Relationship with Topgolf

    We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with Topgolf

  • DroppedRisks Related to the Separation and Our Relationship with Topgolf

    Callaway may fail to perform under various transaction agreements that will be executed as part of the separation

Reworded

  • 86% rewrittenRisks Related to Operations, Manufacturing, and Technology

    Failure to adequately protect or enforce our intellectual property rights could adversely affect our reputation and sales

    Added reliance on specific IP laws and contractual arrangements rather than general industry imitation descriptions.

    Was: Failure to adequately enforce our intellectual property rights could adversely affect our reputation and sales

  • 76% rewrittenRisks Related to our Industry and Business

    On a consolidated basis, no single customer accounted for more than 10% of our consolidated revenues in 2025, 2024 or 2023. Our top five customers accounted for approximately 21%, 22% and 23% of our consolidated revenues in 2025, 2024 and 2023, respectively

    Updated segment revenue concentration figures for top five customers to reflect the Apparel, Gear and Other segment instead of Active Lifestyle.

    Was: On a consolidated basis, no single customer accounted for more than 10% of our consolidated revenues in 2024, 2023, or 2022. Our top five customers accounted for approximately 11% of our consolidated revenues in 2024, and approximately 12% of our consolidated revenue in 2023 and 2022

  • 65% rewrittenRisks Related to Operations, Manufacturing, and Technology

    Cybersecurity incidents, including cyber-attacks, unauthorized access to, or accidental disclosure of, personal information including payment card information, that we or our vendors collect or store on our behalf may result in significant expense and negatively impact our reputation and business

    Minor phrasing adjustments regarding vendor susceptibility to cybersecurity risks and sensitive information.

  • 65% rewrittenRisks Related to our Industry and Business

    Our retail operations are subject to various factors that pose risks and uncertainties and which could adversely impact our financial condition and operating results

    Removed Jack Wolfskin from retail store operations discussion, leaving TravisMathew and golf apparel.

  • 65% rewrittenRisks Related to our Industry and Business

    We may face increased labor costs or labor shortages that could slow growth and adversely affect our business, results of operations and financial condition

    Removed specific references to Topgolf Playmakers and added risks regarding attracting and retaining qualified executives and skilled labor.

    Was: We may face increased labor costs or labor shortages, in particular with respect to our Topgolf venues business, that could slow growth and adversely affect our business, results of operations and financial condition

  • 63% rewrittenRisks Related to Operations, Manufacturing, and Technology

    We may become subject to intellectual property claims or lawsuits that could cause us to incur significant costs or pay significant damages or that could prohibit us from selling our products

    Added specific warning that competitors may assert their patents against our golf products.

  • 62% rewrittenRisks Related to Operations, Manufacturing, and Technology

    A disruption in the service or a significant increase in the cost of our primary delivery and shipping services for our products and component parts or a significant disruption at shipping ports could have a material adverse effect on our business

    Added FedEx alongside UPS for U.S. ground shipments and updated historical port disruption context.

  • 57% rewrittenRisks Related to our Industry and Business

    We face intense competition in each of our markets and operating segments, and if we are unable to compete effectively, it could have a material adverse effect on our business, results of operations, financial condition and growth prospects

    Removed extensive Topgolf out-of-home entertainment competition details and refocused entirely on global golf equipment and apparel competitors.

  • 49% rewrittenRisks Related to Operations, Manufacturing, and Technology

    We rely on research and development, technical innovation and high quality products to successfully compete

  • 47% rewrittenRisks Related to our Industry and Business

    Our sales and business could be materially and adversely affected if professional athletes, celebrities and other endorsers do not endorse or use our products, or if the professional athletes, celebrities and other endorsers using our products receive less or negative publicity

  • 47% rewrittenRisks Related to Tax and Financial Matters

    Goodwill and intangible assets represent a significant portion of our total assets, including without limitation, our Topgolf investment, and any impairment of these assets could negatively impact our results of operations and shareholders’ equity

    Was: Goodwill and intangible assets represent a significant portion of our total assets, and any impairment of these assets could negatively impact our results of operations and shareholders’ equity

  • 46% rewrittenRisks Related to Regulations

    We are subject to environmental, health and safety laws and regulations, which could subject us to liabilities, increase our costs or restrict our operations in the future

  • 45% rewrittenRisks Related to Operations, Manufacturing, and Technology

    If we inaccurately forecast demand for our products, we may manufacture either insufficient or excess quantities, which, in either case, could adversely affect our financial performance

  • 43% rewrittenRisks Related to our Industry and Business

    Our business is subject to both seasonal and non-seasonal fluctuations, unusual or severe weather conditions and droughts which could result in fluctuations in our operating results and stock price

  • 38% rewrittenRisks Related to our Industry and Business

    Our apparel, gear and other business is subject to pressures from changing consumer tastes and preferences on a global level and, as a result, we are dependent on our ability to timely introduce products and services that anticipate and/or satisfy such preferences

    Was: Our expanding active lifestyle business and our Topgolf venues business are subject to pressures from changing consumer tastes and preferences on a global level and, as a result, we are dependent on our ability to timely introduce products and services that anticipate and/or satisfy such preferences

  • 38% rewrittenRisks Related to our Industry and Business

    Unfavorable economic conditions, including as a result of inflation or otherwise, could have a negative impact on consumer discretionary spending and therefore negatively impact our results of operations, financial condition and cash flows

  • 37% rewrittenRisks Related to our Industry and Business

    Certain of our stockholders, if they choose to act together, have the ability to significantly control or influence all matters submitted to stockholders for approval

  • 33% rewrittenRisks Related to our Industry and Business

    We generate a large majority of our revenues from the sale of golf-related products, including golf clubs, golf balls, golf-related soft goods and golf accessories

    Was: We generate a substantial portion of our revenues from the sale of golf-related products, including golf clubs, golf balls, golf-related soft goods and golf accessories

  • 30% rewrittenRisks Related to Operations, Manufacturing, and Technology

    Increased costs or decreased availability of finished products, product components, and raw materials could adversely affect our operating results

    Was: The costs and availability of finished products, product components, raw materials and ingredients could affect our operating results

  • 28% rewrittenRisks Related to our Industry and Business

    Our business could be harmed by the occurrence of natural disasters, pandemics or other emergencies

  • 28% rewrittenRisks Related to Operations, Manufacturing, and Technology

    Our business is subject to risks associated with leasing property subject to long-term, non-cancelable leases

  • 27% rewrittenRisks Related to our Industry and Business

    International political instability and terrorist activities may decrease demand for our products and services and disrupt our business

  • 24% rewrittenRisks Related to Regulations

    Compliance with and changes in data privacy laws, regulations, standards and other requirements, and any actual or perceived failure by us to comply with such requirements, may adversely affect our business

  • 22% rewrittenRisks Related to Operations, Manufacturing, and Technology

    We have significant international operations and are therefore exposed to risks associated with doing business globally

    Was: We have significant international operations and therefore exposed to risks associated with doing business globally

All 50 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Certain Factors Affecting Callaway Golf Company

Risks Related to our Industry and Business

  1. 02Unfavorable economic conditions, including as a result of inflation or otherwise, could have a negative impact on consumer discretionary spending and therefore negatively impact our results of operations, financial condition and cash flows38% rewritten
  2. 03We generate a large majority of our revenues from the sale of golf-related products, including golf clubs, golf balls, golf-related soft goods and golf accessories33% rewritten
  3. 04We may have limited opportunities for future growth in sales of golf clubs and golf balls
  4. 05Any significant changes in U.S. trade or other policies that restrict imports or increase import tariffs could have a material adverse effect on our results of operations
  5. 06A severe or prolonged economic downturn could adversely affect our customers’ financial condition, their levels of business activity and their ability to pay trade obligations
  6. 07We face intense competition in each of our markets and operating segments, and if we are unable to compete effectively, it could have a material adverse effect on our business, results of operations, financial condition and growth prospects57% rewritten
  7. 08If we are unable to successfully manage the frequent introduction of new products that satisfy changing consumer preferences or trends, it could significantly and adversely impact our financial performance and prospects for future growth
  8. 09Our apparel, gear and other business is subject to pressures from changing consumer tastes and preferences on a global level and, as a result, we are dependent on our ability to timely introduce products and services that anticipate and/or satisfy such preferences38% rewritten
  9. 10On a consolidated basis, no single customer accounted for more than 10% of our consolidated revenues in 2025, 2024 or 2023. Our top five customers accounted for approximately 21%, 22% and 23% of our consolidated revenues in 2025, 2024 and 2023, respectively76% rewritten
  10. 11Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate our credit risk, putting pressure on our margins and our ability to sell products relating to our golf equipment and apparel, gear and other business segments
  11. 12Changes in equipment standards under applicable Rules of Golf, including new rules intended to reduce distances through limitations on golf ball specifications, could adversely affect our business
  12. 13Our sales and business could be materially and adversely affected if professional athletes, celebrities and other endorsers do not endorse or use our products, or if the professional athletes, celebrities and other endorsers using our products receive less or negative publicity47% rewritten
  13. 14Our business depends on strong brands and related reputations, and if we are not able to maintain and enhance our brands or preserve our strong reputation, our sales may be adversely affected
  14. 15Our retail operations are subject to various factors that pose risks and uncertainties and which could adversely impact our financial condition and operating results65% rewritten
  15. 16We are a non‑controlling minority owner of Topgolf and therefore have limited ability to influence its strategy, operations, capital allocation, or timing and amount of distributions, which could adversely affect the value of our investment and our financial resultsNew
  16. 17Our investment in Topgolf is subject to transfer restrictions, governance terms, and other contractual limitations that could delay, limit, or reduce our ability to monetize the investment or otherwise realize anticipated valueNew
  17. 18International political instability and terrorist activities may decrease demand for our products and services and disrupt our business27% rewritten
  18. 19Our business could be harmed by the occurrence of natural disasters, pandemics or other emergencies28% rewritten
  19. 20Our business is subject to both seasonal and non-seasonal fluctuations, unusual or severe weather conditions and droughts which could result in fluctuations in our operating results and stock price43% rewritten
  20. 21Our current senior management team and other key executives are critical to our success, and the loss of, and failure to adequately replace, any such individual could significantly harm our business
  21. 22We may face increased labor costs or labor shortages that could slow growth and adversely affect our business, results of operations and financial condition65% rewritten
  22. 23Certain of our stockholders, if they choose to act together, have the ability to significantly control or influence all matters submitted to stockholders for approval37% rewritten

Risks Related to Operations, Manufacturing, and Technology

  1. 24We have significant international operations and are therefore exposed to risks associated with doing business globally22% rewritten
  2. 25We have significant international sales and purchases, and unfavorable changes in foreign currency exchange rates could have a significant negative impact on our results of operations
  3. 26Increased costs or decreased availability of finished products, product components, and raw materials could adversely affect our operating results30% rewritten
  4. 27If we inaccurately forecast demand for our products, we may manufacture either insufficient or excess quantities, which, in either case, could adversely affect our financial performance45% rewritten
  5. 28We depend on a limited number of suppliers for some of the components of our products, and the loss of any of these suppliers could harm our business
  6. 29A significant disruption in the operations of our manufacturing and assembly facilities could have a material adverse effect on our sales, profitability and results of operations
  7. 30A disruption in the service or a significant increase in the cost of our primary delivery and shipping services for our products and component parts or a significant disruption at shipping ports could have a material adverse effect on our business62% rewritten
  8. 31Cybersecurity incidents, including cyber-attacks, unauthorized access to, or accidental disclosure of, personal information including payment card information, that we or our vendors collect or store on our behalf may result in significant expense and negatively impact our reputation and business65% rewritten
  9. 32We may be subject to products liability, warranty and recall claims, and our insurance coverage may not cover such claims
  10. 33Our growth initiatives require significant capital investments and there can be no assurance that we will realize a positive return on these investments
  11. 34Failure to adequately protect or enforce our intellectual property rights could adversely affect our reputation and sales86% rewritten
  12. 35We may become subject to intellectual property claims or lawsuits that could cause us to incur significant costs or pay significant damages or that could prohibit us from selling our products63% rewritten
  13. 36Sales of our products by unauthorized retailers or distributors could adversely affect our authorized distribution channels and harm our reputation
  14. 37We rely on research and development, technical innovation and high quality products to successfully compete49% rewritten
  15. 38Our business is subject to risks associated with leasing property subject to long-term, non-cancelable leases28% rewritten

Risks Related to Regulations

  1. 39We 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 to comply with, or changes in these laws or requirements, could have an adverse impact on our businessNew
  2. 40Compliance with and changes in data privacy laws, regulations, standards and other requirements, and any actual or perceived failure by us to comply with such requirements, may adversely affect our business24% rewritten
  3. 41Regulations related to “conflict minerals” require us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products
  4. 42We could be adversely affected by any violations of economic sanctions laws and regulations, the FCPA, the U.K. Bribery Act, and other foreign anti-bribery laws
  5. 43We are subject to environmental, health and safety laws and regulations, which could subject us to liabilities, increase our costs or restrict our operations in the future46% rewritten

Risks Related to Tax and Financial Matters

  1. 44Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability and cash flows
  2. 45Our ability to utilize all or a portion of our U.S. net operating losses and certain other tax attributes may be subject to limitations
  3. 46We may need to raise additional funds from time to time in order to take advantage of opportunities, including the expansion of our business or the acquisition of complementary products, technologies or businesses; develop new products or expand existing lines of business; or respond to competitive pressuresNew
  4. 47Increases in interest rates could increase the cost of servicing our indebtedness and have an adverse effect on our results of operations and cash flows
  5. 48Goodwill and intangible assets represent a significant portion of our total assets, including without limitation, our Topgolf investment, and any impairment of these assets could negatively impact our results of operations and shareholders’ equity47% rewritten
  6. 49Our insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not covered by our insurance
  7. 50If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our financial condition and results of operations could be adversely affected

Other Callaway Golf 10-Ks

  • FY2024 10-K risk factors
    68 risks

    Topgolf Callaway Brands faces significant risk from discretionary spending trends, same venue sales declines, and labor cost pressures.

    Filed Mar 03, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.