10q10k10q10k.net

What changed in Acushnet Holdings Corp.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Acushnet Holdings Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+374 added−389 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-27)

Top changes in Acushnet Holdings Corp.'s 2025 10-K

374 paragraphs added · 389 removed · 308 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

63 edited+10 added−13 removed121 unchanged
Biggest changeSeasonality Weather conditions in most parts of the world, including our primary geographic markets, generally restrict golf from being played year‑round, with many of our on‑course customers closed during the cold weather months. In general, during the first quarter, we begin selling our products into the golf retail channel for the new golf season.
Biggest changeFor our golf gear and FootJoy, KJUS and Titleist apparel businesses, we source the finished products from select third-party vendors that have the necessary quality and technical capabilities. 9 Table of Contents Seasonality Weather conditions in most parts of the world, including our primary geographic markets, generally restrict golf from being played year‑round, with many of our on‑course customers closed during the cold weather months.
We own or license a large portfolio of trademarks, including, but not limited to, Titleist, Pro V1, Pro V1x, ProV1x Left Dash, AVX, Pinnacle, GT, TSR, T Series, CNCPT, Vokey Design, Scotty Cameron, Studio Style, Phantom, the Circle T Design, Scotty Dog logo, FootJoy, FJ, DryJoys, HyperFlex, StaSof, ProDry, MyJoys, MyTPI, TPI, Titleist Performance Institute, Links & Kings, Linkslegend, Club Glove and KJUS.
We own or license a large portfolio of trademarks, including, but not limited to, Titleist, Pro V1, Pro V1x, ProV1x Left Dash, AVX, Pinnacle, GT, TSR, T Series, CNCPT, Vokey Design, Scotty Cameron, Studio Style, Phantom, the Circle T Design, Scotty Dog logo, FootJoy, FJ, DryJoys, HyperFlex, StaSof, ProDry, MyJoys, MyTPI, TPI, Titleist Performance Institute, Links & Kings, LINKSLEGEND Series, Club Glove and KJUS.
See the risk factor in Item 1A entitled “ 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 .” Regulation The Rules of Golf We seek to have our new golf ball and golf club products conform with the Rules of Golf published by the United States Golf Association (the “USGA”) and The Royal and Ancient Golf Club of St.
See the risk factor in Item 1A entitled “ 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 .” Regulation The Rules of Golf We seek to have our golf ball and golf club products conform with the Rules of Golf published by the United States Golf Association (the “USGA”) and The Royal and Ancient Golf Club of St.
We operate, and have our own field sales representation, in those countries that represent the substantial majority of golf equipment and wearable sales, including the United States, Japan, Korea, the United Kingdom, Canada, Germany, Sweden, France, Greater China, Australia, New Zealand, Thailand, Singapore, Malaysia and Switzerland.
We operate, and have our own field sales representation, in those countries that represent the substantial majority of golf equipment and wearable sales, including the United States, Japan, Korea, the United Kingdom, Canada, Germany, Sweden, France, Greater China, Australia, New Zealand, Thailand, Malaysia and Switzerland.
Today, we are the steward of two of the most revered brands in golf—Titleist, one of golf’s leading performance equipment brands, and FootJoy, one of golf’s leading performance wearable brands. Titleist has been the #1 ball in professional golf for over 75 years and FootJoy has been the #1 shoe on the PGA Tour for nearly eight decades.
Today, we are the steward of two of the most revered brands in golf—Titleist, one of golf’s leading performance equipment brands, and FootJoy, one of golf’s leading performance wearable brands. Titleist has been the #1 ball in professional golf for over 75 years and FootJoy has been the #1 shoe on the PGA Tour for eight decades.
As a result, we have built an industry leading platform across all performance product categories, driving a market‑differentiating mix of consumable products, which we consider to be golf balls and golf gloves, which collectively represented nearly 40% of our net sales in 2024, and more durable products, which we consider to be golf clubs, golf shoes, golf apparel and golf gear, which collectively represented over 60% of our net sales in 2024.
As a result, we have built an industry leading platform across all performance product categories, driving a market‑differentiating mix of consumable products, which we consider to be golf balls and golf gloves, which collectively represented nearly 40% of our net sales in 2025, and more durable products, which we consider to be golf clubs, golf shoes, golf apparel and golf gear, which collectively represented over 60% of our net sales in 2025.
The final outcome of the ODS Notice and the impact of any implementation thereof or any other potential changes to the Rules of Golf are uncertain at this time. Golf Clubs The Rules of Golf have also focused on golf club regulations. In 1998, a limitation was placed on the spring‑like effect of driver faces.
The final outcome of this Area of Interest, the ODS Notice, and the impact of any implementation thereof or any other potential changes to the Rules of Golf are uncertain at this time. Golf Clubs The Rules of Golf have also focused on golf club regulations. In 1998, a limitation was placed on the spring‑like effect of driver faces.
Strategically Pursue Global Growth. While our brands are global, we believe that near‑term growth will be primarily driven by more established golf markets, such as the United States, Japan, Korea and Europe, Middle East and Asia (“EMEA”). However, less mature golf markets also represent longer‑term growth opportunities.
While our brands are global, we believe that near‑term growth will be primarily driven by more established golf markets, such as the United States, Japan, Korea and Europe, Middle East and Asia (“EMEA”). However, less mature golf markets also represent longer‑term growth opportunities.
On December 6, 2023, the Governing Bodies issued a Notice proposing to modify the Rules of Golf conformance testing process for drivers, which may result in an enhanced testing protocol for drivers (the “Driver Notice”). The Driver Notice also states that the Governing Bodies will 11 Table of Contents continue to explore possible options related to distance and the driver.
On December 6, 2023, the Governing Bodies issued a Notice proposing to modify the Rules of Golf conformance testing process for drivers, which may result in an enhanced testing protocol for drivers (the “Driver Notice”). The Driver Notice also states that the Governing Bodies will continue to explore possible options related to distance and the driver.
Golf shoes must perform in all weather conditions, including extreme temperature and moisture exposure, be resistant to pesticides and fungicides, withstand frequent usage and extensive rounds of play, and provide consistent comfort, support and protection to the golfer for over five miles in 6 Table of Contents an average walked round.
Golf shoes must perform in all weather conditions, including extreme temperature and moisture exposure, be resistant to pesticides and fungicides, withstand frequent usage and extensive rounds of play, and provide consistent comfort, support and protection to the golfer for over five miles in an average walked round.
With an exclusive focus on golf, FootJoy shoes are designed, developed and manufactured for all golfers across multiple golf shoe categories, including modern classics, technical performance, casual and athletic. The golf shoe category is one of the most demanding of all wearables.
With an exclusive focus on golf, FootJoy shoes are designed, developed and manufactured for all golfers across multiple golf shoe categories, including modern classics, technical performance, casual and athletic. 6 Table of Contents The golf shoe category is one of the most demanding of all wearables.
We also intend to continue to develop and offer limited edition products to showcase advanced technologies and to dedicate the resources necessary to ensure that Titleist drivers, fairways, hybrids and irons, Vokey Design wedges and Scotty Cameron putters remain golf’s leaders in performance, technology, craftsmanship and selection. 3 Table of Contents • FootJoy Footwear .
We also intend to continue to develop and offer limited edition products to showcase advanced technologies and to dedicate the resources necessary to ensure that Titleist drivers, fairways, hybrids and irons, Vokey Design wedges and Scotty Cameron putters remain golf’s leaders in performance, technology, craftsmanship and selection. • FootJoy Footwear .
Our golf club team employs the primary materials of steel, 9 Table of Contents titanium and aluminum and has six custom manufacturing locations around the globe, with each responsible for supply chain execution, allowing each region to respond to market specific needs or trends.
Our golf club team employs the primary materials of tungsten, steel, titanium and aluminum and has six custom manufacturing locations around the globe, with each responsible for supply chain execution, allowing each region to respond to market specific needs or trends.
We believe the golf gear business represents a sizable and highly fragmented opportunity with numerous competitors in each product category and geographical market. Net sales of Golf gear for the years ended December 31, 2024, 2023 and 2022 were $232.1 million, $222.6 million and $211.9 million, respectively, representing approximately 9% of our total net sales in 2024.
We believe the golf gear business represents a sizable and highly fragmented opportunity with numerous competitors in each product category and geographical market. Net sales of Golf gear for the years ended December 31, 2025, 2024 and 2023 were $244.9 million, $232.1 million and $222.6 million, respectively, representing approximately 10% of our total net sales in 2025.
(at the time known as Alexandria Holdings Corp.), an entity owned by Fila Holdings Corp. and certain financial investors, acquired Acushnet Company from Beam. We completed an initial public offering of our common stock in November 2016.
(at the time known as Alexandria Holdings Corp.), an entity owned by Misto Holdings Corp. (at the time known as Fila Korea Co., Ltd.) , and certain financial investors, acquired Acushnet Company from Beam. We completed an initial public offering of our common stock in November 2016.
In 2003, the first Pro V1x golf ball was brought to market, and with its four-piece, dual core design, produced higher launch characteristics and a different spin profile than the three-piece, solid core Pro V1.
In 2003, the first Pro V1x golf ball was brought to market, and with its four-piece, dual core 4 Table of Contents design, produced higher launch characteristics and a different spin profile than the three-piece, solid core Pro V1.
We continue to invest in design and innovation to bring golf-specific performance advancements to the footwear category. We launched several new models in 2024, and we plan to continue to enrich our consumer connection initiatives with digital content, product trial and fit experiences in key global markets. Increase Penetration in Golf Gear and Wear Categories.
We continue to invest in design and innovation to bring golf-specific performance advancements to the footwear category. We launched several new models in 2025, and we plan to continue to enrich our consumer connection initiatives with digital content, product trial and fit experiences in key global markets. 3 Table of Contents Increase Penetration in Golf Gear and Wear Categories.
We are committed to continuous improvement, and each R&D team is tasked with developing technology that will deliver better quality and performance products in each generation. For the years ended December 31, 2024, 2023 and 2022, we invested $67.8 million, $64.8 million and $56.4 million, respectively, in R&D.
We are committed to continuous improvement, and each R&D team is tasked with developing technology that will deliver better quality and performance products in each generation. For the years ended December 31, 2025, 2024 and 2023, we invested $76.5 million, $67.8 million and $64.8 million, respectively, in R&D.
This initial sell‑in generally continues into the second quarter. Our second‑quarter sales are significantly affected by the amount of sell‑through, in particular the amount of higher value discretionary purchases made by customers, which drives the level of reorders of the products sold during the first quarter.
Our second‑quarter sales are significantly affected by the amount of sell‑through, in particular the amount of higher value discretionary purchases made by customers, which drives the level of reorders of the products sold during the first quarter.
Net sales of FootJoy products for the years ended December 31, 2024, 2023 and 2022 were $574.6 million, $590.0 million and $611.0 million, respectively, representing approximately 23% of our total net sales in 2024. FootJoy Golf Shoes FootJoy is the #1 shoe in golf and has been the #1 shoe on the PGA Tour for nearly eight decades (since 1945).
Net sales of FootJoy products for the years ended December 31, 2025, 2024 and 2023 were $569.9 million, $574.6 million and $590.0 million, respectively, representing approximately 22% of our total net sales in 2025. FootJoy Golf Shoes FootJoy is the #1 shoe in golf and has been the #1 shoe on the PGA Tour for eight decades (since 1945).
KJUS designs premium technical golf, ski and lifestyle apparel with distinctive, clean designs. KJUS entered the golf outerwear and apparel markets less than a decade ago with a focus on freedom of movement, temperature regulation and all-weather protection to enhance performance. We intend to continue to invest in design and innovation to deliver advancements in KJUS outerwear and apparel.
KJUS designs premium technical golf, ski and lifestyle apparel with distinctive, clean designs. KJUS entered the golf outerwear and apparel markets with a focus on freedom of movement, temperature regulation and all-weather protection to enhance performance. We intend to continue to invest in design and innovation to deliver advancements in KJUS outerwear and apparel. Strategically Pursue Global Growth.
Net sales of Titleist golf equipment for the years ended December 31, 2024, 2023 and 2022 were $1,507.8 million, $1,420.4 million and $1,288.4 million, respectively, representing approximately 61% of our total net sales in 2024. Golf Balls Titleist is the #1 ball in golf.
Net sales of Titleist golf equipment for the years ended December 31, 2025, 2024 and 2023 were $1,596.2 million, $1,507.8 million and $1,420.4 million, respectively, representing approximately 62% of our total net sales in 2025. Golf Balls Titleist is the #1 ball in golf.
As of December 31, 2024, we employed approximately 7,300 associates worldwide. Reflecting our truly global organization, approximately 3,400 of our associates are located in the Americas, over 700 are located in EMEA and approximately 3,200 are located in Asia Pacific.
As of December 31, 2025, we employed approximately 7,300 associates worldwide. Reflecting our truly global organization, approximately 3,400 of our associates are located in the Americas, over 700 are located in EMEA and approximately 3,200 are located in Asia Pacific. Approximately 55% of our associates are in manufacturing roles across our global manufacturing footprint.
The eCommerce initiative is expected to yield incremental sales and profitability and enriched data on golfers’ preferences and trends, as well as to foster deeper and more real-time connections with dedicated golfers.
These eCommerce initiatives are expected to yield incremental sales and profitability and enriched data on golfers’ preferences and trends, as well as to foster deeper and more real-time connections with dedicated golfers.
There are a number of well‑established and well‑financed competitors, including Topgolf Callaway Brands (“Callaway”), TaylorMade, Karsten Manufacturing Corporation (“Ping”), SRI Sports Limited (Dunlop and Srixon brands) and Bridgestone (Bridgestone and Precept brands). Golf equipment products generally compete on the basis of technology, quality, performance, custom fitting and customer service.
There are a number of well‑established and well‑financed competitors, including Callaway, TaylorMade, Karsten Manufacturing Corporation (“Ping”), SRI Sports Limited (Dunlop and Srixon brands) and Bridgestone (Bridgestone and Precept brands). Golf equipment products generally compete on the basis of technology, quality, performance, custom fitting and customer service. FootJoy’s significant worldwide competitors in golf shoes include Nike, Adidas and Ecco.
The KJUS brand was born from an uncompromising commitment to performance, following brand namesake Lasse Kjus’s historic feat at the 1999 World Ski Championships, where he medaled in each of the Championships’ five disciplines.
Other KJUS KJUS is a manufacturer of premium performance ski, golf and lifestyle apparel. The KJUS brand was born from an uncompromising commitment to performance, following brand namesake Lasse Kjus’s historic feat at the 1999 World Ski Championships, where he medaled in each of the Championships’ five disciplines.
We own and operate the largest golf glove manufacturing operation in the world in Chonburi, Thailand, where we manufacture both FootJoy and Titleist golf gloves. The factory produces over 13 million FootJoy and Titleist gloves annually.
We own and operate the largest golf glove manufacturing operation in the world in Chonburi, Thailand, where we manufacture both FootJoy and Titleist golf gloves. The factory produces over 13 million FootJoy and Titleist gloves annually. 8 Table of Contents Through ACL FootJoy Pte. Ltd.
Our Position In response to this active regulatory dynamic, our senior management and R&D teams spend significant time and effort to develop and maintain relationships with the Governing Bodies, and we are an active participant with them and other stakeholders in discussions regarding potential new rules and the rule making process.
The outcome of the Driver Notice and the impact of any other potential changes to the Rules of Golf are uncertain at this time. 11 Table of Contents Our Position In response to this active regulatory dynamic, our senior management and R&D teams spend significant time and effort to develop and maintain relationships with the Governing Bodies, and we are an active participant with them and other stakeholders in discussions regarding potential new rules and the rule making process.
Supplementing our core field sales partnerships are Internet‑based initiatives and eCommerce websites. Titleist, FootJoy, KJUS, Links & Kings, Club Glove and PG Golf have established eCommerce websites accessible around the globe, and we plan to further expand eCommerce initiatives in the coming years.
Titleist, FootJoy, KJUS, Links & Kings, Club Glove and PG Golf have established eCommerce websites accessible around the globe, and we plan to further expand eCommerce initiatives in the coming years.
Weather conditions determine the number of playable days in a year and thus influence the amount of time people spend on golf. Weather conditions in most parts of the world, including our primary geographic markets, generally restrict golf from being played year‑round, with many of our on‑course retail customers closed during the cold weather months.
Weather conditions in most parts of the world, including our primary geographic markets, generally restrict golf from being played year‑round, with many of our on‑course retail customers closed during the cold weather months.
Driven to service dedicated golfers at all levels, Club Glove provides best-in-class products within the golf travel bag, luggage, backpack and duffle categories and its patented travel gear has long been recognized among the industry’s most reliable products.
Driven to service dedicated golfers at all levels, Club Glove provides best-in-class products within the golf travel bag, luggage, backpack and duffle categories and its patented travel gear has long been 7 Table of Contents recognized among the industry’s most reliable products. We seek to continually evolve through product innovation, driven by dedicated golfer insights.
We anticipate that global rounds of golf played will remain resilient in 2025, driven by golfer demographics, dedicated golfers and continued participation. Golfer Demographics. Golf is a recreational activity that requires time and money.
We anticipate that the number of rounds played will remain resilient in 2026, driven by an increased number of dedicated golfers and continued participation. Golfer Demographics. Golf is a recreational activity that requires both time and financial resources.
For the year ended December 31, 2024, we recorded net sales of $2,457.1 million, net income attributable to Acushnet Holdings Corp. of $214.3 million and Adjusted EBITDA (as defined below) of $404.4 million.
For the year ended December 31, 2025, we recorded net sales of $2,558.7 million, net income attributable to Acushnet Holdings Corp. of $188.5 million and Adjusted EBITDA (as defined below) of $410.4 million.
Approximately 55% of our associates are in manufacturing roles across our global manufacturing footprint and approximately 50% of our global associates are women. We strive to cultivate the skills, knowledge and experiences in our associates that enable Acushnet to continue its leadership in performance and product quality.
We strive to cultivate the skills, knowledge and experiences in our associates that enable Acushnet to continue its leadership in performance and product quality.
We employ approximately 450 sales representatives worldwide, who are compensated through a combination of salary and a performance bonus, and in some instances, commissions. We currently service over 27,000 direct accounts worldwide. In both our direct sales and distributor markets, our trade partners are subject to our redistribution policy.
We employ approximately 500 sales representatives worldwide, who are compensated through a combination of salary and a performance bonus, and in some instances, commissions. In both our direct sales and distributor markets, our trade partners are subject to our redistribution policy. Supplementing our core field sales partnerships are internet‑based initiatives and eCommerce websites.
Our RCT golf balls are engineered to deliver the most accurate golf ball data on indoor radar-based launch monitors and offer the exact same design, quality and performance as their Pro V1, Pro V1x, Pro V1x Left Dash and AVX counterparts. The Pinnacle brand completes the Acushnet golf ball portfolio with its two major models, Rush and Soft.
Our RCT golf balls are engineered to deliver the most accurate golf ball data on indoor radar-based launch monitors and offer the exact same design, quality and performance as their Pro V1, Pro V1x and Pro V1x Left Dash counterparts. Also in early 2026, we launched new models of our AVX, Tour Soft, and Velocity golf balls.
AVX complements the Pro V1 family, offering a lower flight, lower spin option with even softer feel. The 2024 AVX features improved high gradient core chemistry, a high flex casing layer and a thicker, softer, urethane cover. The 2024 Tour Soft features our largest two-piece ionomer core, reformulated for more speed and scoring shot performance.
AVX complements the Pro V1 family, offering players a lower flight, lower spin option with even softer feel. The 2026 AVX features improved high gradient core chemistry, a high flex casing layer and a thicker, softer, urethane cover.
Competing in the price segment, the Pinnacle brand allows the Titleist brand to focus on the premium performance and performance segments of the market. It also helps to support the thousands of golf shops that choose to exclusively stock Titleist and Pinnacle golf balls and offer golf balls in each market segment to their golfers.
It also helps to support the thousands of golf shops that choose to exclusively stock Titleist and Pinnacle golf balls and offer golf balls in each market segment to their golfers. We are also a leader in custom imprinted golf balls.
Managers share open feedback and work closely with associates to create individual, experience-based development plans balancing deep functional expertise with broad leadership capabilities. Essential to our recruitment and retention of top talent is our commitment to creating a collaborative and inclusive workplace.
Managers share open feedback and work closely with associates to create individual, experience-based development plans balancing deep functional expertise with broad leadership capabilities.
Titleist golf clubs, Vokey Design wedges and Scotty Cameron putters are widely used by both professional and competitive amateur players, which validates the products’ performance and quality excellence.
Titleist golf clubs, Vokey Design wedges and Scotty Cameron putters are widely used by both professional and competitive amateur players, which validates the products’ 5 Table of Contents performance and quality excellence. We are also committed to a leading club fitting and trial platform to maximize dedicated golfers’ performance experience.
Vokey Design Wedges Bob Vokey and his team of design and fitting experts create high performance wedges to meet the demands of dedicated golfers and the best players in the world.
Our 620 MB and CB irons are classic, fully forged blade type irons largely preferred by highly skilled golfers. Vokey Design Wedges Bob Vokey and his team of design and fitting experts create high performance wedges to meet the demands of dedicated golfers and the best players in the world.
We are also committed to a leading club fitting and trial platform to maximize dedicated golfers’ performance experience. 5 Table of Contents Our golf clubs, wedges and putters are generally priced at or above the premium price points in the marketplace, driven by the higher‑end technologies (including design, materials and processes) that we use to generate superior quality and performance.
Our golf clubs, wedges and putters are generally priced at or above the premium price points in the marketplace, driven by the higher‑end technologies (including design, materials and processes) that we use to generate superior quality and performance. We have different models within each category to address the distinct performance needs of our dedicated golfer target audience.
We have over 830 active U.S. utility patents in golf balls, nearly 750 active U.S. patents in golf clubs, wedges and putters and over 180 U.S. patents in golf shoes and gloves. In 2024, we filed more than 270 U.S. patent applications and over 425 worldwide.
We have over 850 active U.S. utility patents in golf balls, approximately 775 active U.S. patents in golf clubs, wedges and putters and over 200 U.S. patents in golf shoes and gloves. In 2025, we filed approximately 285 U.S. patent applications and received over 180 U.S. patents.
FootJoy’s significant worldwide competitors in golf shoes include Nike, Adidas and Ecco. FootJoy’s and Titleist’s primary worldwide competitors in golf gloves include Callaway, Nike, TaylorMade, Adidas and a significant number of smaller 10 Table of Contents companies with regional offerings and specialized golf glove products.
FootJoy’s and Titleist’s primary worldwide competitors in golf gloves include Callaway, Nike, TaylorMade, Adidas and a significant number of smaller companies with regional offerings and specialized golf glove products. In the golf apparel category, FootJoy has numerous competitors in each geographical market, including Nike, Adidas, Peter Millar, GFore and Under Armour.
Since its introduction in 2000, the Titleist Pro V1 has been the most played ball on the global professional tours and the best-selling golf ball globally.
We believe the golf ball is the most important piece of equipment in the game, as it is the only piece of equipment used by every player for each shot in the round. Since its introduction in 2000, the Titleist Pro V1 has been the most played ball on the global professional tours and the best-selling golf ball globally.
In development for over two years, these products showcase the technological capabilities of the Titleist golf ball R&D and operations teams.
RCT stands for “Radar Capture Technology,” a proprietary, patented technology that was validated in collaboration with a team of golf equipment fitting experts. In development for over two years, these products showcase the technological capabilities of the Titleist golf ball R&D and operations teams.
We seek to continually evolve through product innovation, driven by dedicated golfer insights. 7 Table of Contents Links & Kings Links & Kings offers a range of distinguished and refined luxury leather products, including golf club head covers, belts, duffles, briefcases, messengers, yardage and scorecard holders as well as other golf, business and lifestyle products.
Links & Kings Links & Kings offers a range of distinguished and refined luxury leather products, including golf club head covers, belts, duffles, briefcases, messengers, yardage and scorecard holders as well as other golf, business and lifestyle products. Links & Kings is driven to use the finest materials to craft special products with meticulous detail while ensuring the highest quality.
We operate under the following three reportable segments: (i) Titleist golf equipment, which includes the previous Titleist golf balls and Titleist golf clubs reportable segments, (ii) FootJoy golf wear and (iii) Golf gear, which represented approximately 61%, 23% and 9%, respectively, of net sales in 2024.
We operate under the following three reportable segments: (i) Titleist golf equipment, (ii) FootJoy golf wear and (iii) Golf gear, which represented approximately 62%, 22% and 10%, respectively, of net sales in 2025. For further information surrounding the principal products of each reportable segment, see “Our Products” further below.
Titleist Pro V1 and Pro V1x models remain the most trusted, best performing and most consistent golf balls in the game. On the 2024 worldwide professional tours, Titleist golf balls accounted for 73% of all golf balls used, over seven times more than the nearest competitor. In January 2024, we launched new AVX, Tour Soft, and TruFeel golf balls.
On the 2025 worldwide professional tours, Titleist golf balls accounted for 72% of all golf balls used, over seven times more than the nearest competitor. We also offer RCT models of our Pro V1, Pro V1x and Pro V1x Left Dash golf balls.
We design our drivers and fairways to deliver complete performance with tour‑preferred looks, sound and feel, and we offer the ability to precisely fit individual golfers’ needs. Titleist T Series irons are innovative, technologically advanced products designed to deliver distance, forgiveness, proper shot control and feel.
Titleist GT drivers, fairways and hybrids are designed to deliver superior performance through tour‑proven technologies that increase ball speed, decrease spin and optimize flight without sacrificing forgiveness. We design our drivers and fairways to deliver complete performance with tour‑preferred looks, sound and feel, and we offer the ability to precisely fit individual golfers’ needs.
Beyond the gen x and baby boomer generations, promising developments in golf include the generational shift resulting from millennial and gen z golfers making their marks at both professional and amateur levels, and the increase in the number of juniors (ages 6-17) who play golf in recent years. Dedicated Golfers.
Beyond the gen x and baby boomer cohorts, promising developments include a generational shift in golfer demographics fueled by millennial and gen z golfers making their marks at both professional and amateur levels, as well as a notable rise in junior participation among players ages 6–17.
We are committed to providing Titleist gear—including golf bags, headwear, gloves, travel gear and other accessories—of performance and quality excellence that is faithful to the Titleist brand promise. Titleist gear continues to make investments in design and engineering resources and to leverage dedicated player insights to drive product excellence in these product categories.
Titleist gear continues to make investments in design and engineering resources and to leverage dedicated player insights to drive product excellence in these product categories.
Dedicated golfers are largely millennials, gen x-ers and baby boomers who have demonstrated the propensity to pay a premium for products that help them perform better. We believe dedicated golfers, who comprise our target market, will continue to be a key driver for the global golf industry. Weather Conditions.
The sport’s demographic base is further broadening, supported by a sustained increase in women participating in golf in recent years. Dedicated Golfers. Dedicated golfers are largely millennials, gen x-ers and baby boomers who have demonstrated the propensity to pay a premium for products that help them perform better.
The 2024 TruFeel features improved short game spin and control due to a thicker cover and reformulated core. The Titleist golf ball family is completed with the built-for-speed Velocity. All Titleist golf balls feature unique aerodynamic dimple patterns and industry leading quality standards.
The 2026 Velocity is designed for players seeking explosive distance and durability and features a new, faster cover material that increases ball speed while decreasing long game spin. TruFeel, the softest Titleist golf ball, completes the Titleist golf ball family. All Titleist golf balls feature unique aerodynamic dimple patterns and are manufactured to industry leading quality standards.
Every product in our club line features premium, tour‑proven stock shafts and grips, complemented by a broad range of custom options. Titleist GT drivers, fairways and hybrids are designed to deliver superior performance through tour‑proven technologies that increase ball speed, decrease spin and optimize flight without sacrificing forgiveness.
Titleist Clubs Our current global club line consists of the GT product line of drivers, fairways and hybrids, and the T Series and 620 product lines of irons. Every product in our club line features premium, tour‑proven stock shafts and grips, complemented by a broad range of custom options.
While we offer stock set configurations for our iron sets, a significant portion of our worldwide iron sales are custom fit to help deliver a better fit and performance. Our 620 MB and CB irons are classic, fully forged blade type irons largely preferred by highly skilled golfers.
Titleist T Series irons are innovative, technologically advanced products designed to deliver distance, forgiveness, proper shot control and feel. While we offer stock set configurations for our iron sets, a significant portion of our worldwide iron sales are custom fit to help deliver a better fit and performance.
See “Notes to Consolidated Financial Statements – Note 2 – Summary of Significant Accounting Policies – Variable Interest Entities,” Item 8 of Part II to this report, for a discussion of our FootJoy golf shoe joint venture and the material terms of the agreement which governs such joint venture arrangement.
( “Myre”), our long-standing Taiwan-based supply partner and ACL FootJoy joint venture partner. See “Notes to Consolidated Financial Statements – Note 8 – Other Business Developments,” Item 8 of Part II to this report, for a discussion of the ACL FootJoy joint venture.
The golf industry has been principally driven by the age cohort of 30 years and above, primarily “gen x-ers,” “baby boomers,” “millennials” and, increasingly, “gen z” who have the time and money to engage in the sport.
The industry has historically been driven by adults aged 30 and above—primarily gen x-ers, baby boomers, millennials, and, increasingly, gen z—who have the capacity to participate consistently in the sport.
In the golf apparel category, FootJoy has numerous competitors in each geographical market, including Nike, Adidas, Peter Millar, GFore and Under Armour. FootJoy products generally compete on the basis of quality, performance, styling and price. In the golf gear market, there are numerous competitors in each product category and geographical market.
FootJoy products generally compete on the basis of quality, performance, styling and price. 10 Table of Contents Each of our Golf gear brands competes against numerous competitors in each of their respective product categories and geographical markets. Golf gear products generally compete on the basis of quality, performance, styling and customer service.
In addition, our expanding eCommerce presence is expected to yield incremental sales and profitability, as well as to foster a deeper and more real time connection with dedicated golfers. 2 Table of Contents Market Overview and Opportunity Market Overview While rounds of play had been relatively stable for years, the game experienced an approximate 8% global increase in rounds in both 2020 and 2021 as dedicated golfers took full advantage of favorable weather, hybrid work schedules and an increase in discretionary time due to the circumstances attendant to the COVID-19 pandemic.
In addition, our expanding eCommerce presence is expected to yield incremental sales and profitability, as well as to foster a deeper and more real time connection with dedicated golfers. 2 Table of Contents Market Overview and Opportunity Market Overview The game of golf remained in high demand in 2025, with the number of on-course golf participants in the U.S. increasing for the eighth consecutive year.
Golf remained in high demand in 2022 and 2023, with the number of rounds played in the U.S. approximately 16% and 20% higher, respectively, than the number of rounds played in 2019. In 2024, the number of rounds played in the U.S. grew approximately 2% compared to 2023, and were 22% higher compared to 2019.
Worldwide, the number of rounds played increased by approximately 2% compared to 2024, and by approximately 22% compared to 2019. In the U.S., which represents the game’s largest market, the number of rounds played increased by approximately 1% compared to 2024, and by approximately 25% compared to 2019.
We are also a leader in custom imprinted golf balls. In 2025, we expect to expand and increase the availability of Performance Alignment features on Pro V1 and Pro V1x to provide dedicated golfers with tour validated alignment designs.
In 2026, we expect to expand and increase the availability of Alignment Integrated Marking (“AIM”) features on every Titleist golf ball in our portfolio, including tour-validated single line AIM Performance on Pro V1, Pro V1x and Pro V1x Left Dash, AIM 360° on AVX and TruFeel, and select AIM features on Tour Soft and Velocity.
Pro V1x has a fast, high flight and delivers spin where and when a golfer wants it. Complementing Pro V1 and Pro V1x is Pro V1x Left Dash, which meets the performance needs of a select group of players seeking high flight with even lower long game spin than both Pro V1 and Pro V1x.
Pro V1x has a fast, high flight and delivers spin where and when a golfer wants it. In early 2026, and for the first time since 2018, we launched a new model of our Pro V1x Left Dash golf ball.
Removed
For further information surrounding the principal products of each reportable segment, see “Our Products” further below.
Added
We believe dedicated golfers, who comprise our target market, will continue to be a key driver for the global golf industry. Weather Conditions. Weather conditions determine the number of playable days in a year and thus influence the amount of time people spend on golf.
Removed
We believe that the percentage of women golfers will continue to grow, as a higher percentage of new golfers in recent years have been women.
Added
Our Golf gear business designs, manufactures and sells a range of golf gear products under the Titleist, Club Glove and Links & Kings brands. For Titleist gear, we are committed to providing golf bags, headwear, gloves, travel gear and other accessories of performance and quality excellence that are faithful to the Titleist brand promise.
Removed
We believe the golf ball is the 4 Table of Contents most important piece of equipment in the game, as it is the only piece of equipment used by every player for each shot in the round.
Added
The new Pro V1x Left Dash features a reformulated dual core to produce more speed, a thicker casing layer to maintain Pro V1x Left Dash’s signature spin profile and a new aerodynamic dimple pattern to maximize distance and flight stability.
Removed
We also offer RCT models of our Pro V1, Pro V1x, Pro V1x Left Dash and AVX golf balls. RCT stands for “Radar Capture Technology,” a proprietary, patented technology that was validated in collaboration with a team of golf equipment fitting experts.
Added
Complementing Pro V1 and Pro V1x, Pro V1x Left Dash meets the performance needs of players seeking high flight, extremely low long game spin and tour-validated short game spin. Titleist Pro V1 and Pro V1x models remain the most trusted, best performing and most consistent golf balls in the game.
Removed
We have different models within each category to address the distinct performance needs of our dedicated golfer target audience. Titleist Clubs Our current global club line consists of the GT product line of drivers, fairways and hybrids, and the T Series and 620 product lines of irons.
Added
The 2026 Tour Soft is designed for players who prioritize distance, stopping power and soft feel, and features a reformulated core for more speed, a thicker, proprietary blend cover for improved short game control and a new aerodynamic dimple pattern to maximize distance and flight stability.
Removed
Links & Kings is driven to use the finest materials to craft special products with meticulous detail while ensuring the highest quality. Other KJUS KJUS is a manufacturer of premium performance ski, golf and lifestyle apparel.
Added
The Pinnacle brand completes the Acushnet golf ball portfolio with Pinnacle Distance. Validating its distance-first design, Pinnacle remains the ball of choice for the World Long Drive competition for its consistently long performance. Competing in the price segment, the Pinnacle brand allows the Titleist brand to focus on the premium performance and performance segments of the market.
Removed
Until 2024, the majority of our FootJoy footwear was manufactured in a facility in Fuzhou, China, owned by a joint venture in which we have a 40% interest, with the remaining 60% owned by our long‑standing Taiwan-based supply partners.
Added
(“ACL FootJoy”), a joint venture in which we have a 40% interest, we source raw materials for and contract for the manufacture and production of substantially all of our FootJoy golf shoes at a facility in Long An Province, Vietnam (the “Long An Facility”), which is owned by an affiliate of Myre Overseas Corp.
Removed
The joint venture was established in 1995 and manufactured footwear in its Fuzhou, China facility from 2000 to early 2025. 8 Table of Contents During 2024, FootJoy shifted footwear production volume from Fuzhou, China to a third-party facility located in Long An Province, Vietnam, which is operated by an affiliate of one of our Taiwan-based supply partners.
Added
In general, during the first quarter, we begin selling our products into the golf retail channel for the new golf season. This initial sell‑in generally continues into the second quarter.
Removed
The joint venture ceased production at its Fuzhou, China facility in January 2025 and FootJoy currently contracts to manufacture substantially all of its footwear at the third-party owned Vietnam manufacturing facility. See “Notes to Consolidated Financial Statements – Note 23 – Restructuring Costs,” Item 8 of Part II to this report.

… 6 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

108 edited+20 added−19 removed283 unchanged
Biggest changeFurther, any changes in global or national political movements or trade policies could alter the trade environment and consumer purchasing behavior which, in turn, could have a material effect on our financial condition and results of operations. 22 Table of Contents In addition to the uncertainty and the foreign currency risks discussed previously under “—Our operations are conducted worldwide and our results of operations are subject to currency transaction and translation risks that could materially adversely affect our business, financial condition and results of operations,” we are exposed to increased risks inherent in conducting business outside of the United States, including: • increased difficulty in protecting our intellectual property rights and trade secrets; • unexpected government action or changes in legal, trade, tax or regulatory requirements; • social, economic or political instability; • the effects of any anti‑American sentiments on our brands or sales of our products; • increased difficulty in ensuring compliance by employees, agents and contractors with our policies as well as with the laws of multiple jurisdictions, including but not limited to the U.S.
Biggest changeIn addition to the uncertainty and the foreign currency risks discussed previously under “—Our operations are conducted worldwide and our results of operations are subject to currency transaction and translation risks that could materially 22 Table of Contents adversely affect our business, financial condition and results of operations,” we are exposed to increased risks inherent in conducting business outside of the United States, including: • increased difficulty in protecting our intellectual property rights and trade secrets; • unexpected government action or changes in legal, trade, tax or regulatory requirements; • social, economic or political instability; • the effects of any anti‑American sentiments on our brands or sales of our products; • increased difficulty in ensuring compliance by employees, agents and contractors with our policies as well as with the laws of multiple jurisdictions; • increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting qualified personnel for our foreign operations; and • increased exposure to interruptions in air carrier or ship services.
In addition, should we decide to transition existing manufacturing between third‑party manufacturers or to transition existing in‑house manufacturing to third‑party manufacturers, such as the transition of our footwear manufacturing to a third-party owned facility in Vietnam, the risk of such a supply chain disruption could increase.
In addition, should we decide to transition existing manufacturing between third‑party manufacturers or to transition existing in‑house manufacturing to third‑party manufacturers, such as the transition of our footwear manufacturing to a third-party owned facility in Vietnam, the risk of a supply chain disruption could increase.
Many of our competitors have significant competitive strengths, including long operating histories, large and broad consumer bases, established relationships with a broad set of suppliers and customers, established regional or local presence, strong brand recognition and greater financial, R&D, marketing, distribution and other resources than we do.
Many of our competitors have significant competitive strengths, including long operating histories, large consumer bases, established relationships with a broad set of suppliers and customers, established regional or local presence, strong brand recognition and greater financial, R&D, marketing, distribution and other resources than we do.
These covenants limit the ability of our subsidiaries to, among other things: • incur additional indebtedness and guarantee indebtedness; • issue certain preferred stock or similar equity securities; • pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock; • prepay, redeem or repurchase certain debt; • make investments and loans; • sell assets; • incur liens; • enter into transactions with affiliates; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
These covenants limit the ability of our subsidiaries to, among other things: • incur additional indebtedness and guarantee indebtedness; • issue certain preferred stock or similar equity securities; • pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock; • prepay, redeem or repurchase certain debt; • make loans and investments; • sell assets; • incur liens; • enter into transactions with affiliates; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
A high degree of leverage could have important consequences for us, including: • requiring us to utilize a substantial portion of our cash flows from operations to service our indebtedness, reducing the availability of our cash flows to fund working capital, capital expenditures, product development, acquisitions, general corporate and other purposes; • increasing our vulnerability to adverse economic, industry or competitive developments; • exposing us to the risk of increased interest rates because many of our borrowings are at variable rates of interest; • making it more difficult for us to satisfy our obligations with respect to our indebtedness and any failure to comply with the obligations of any of our debt instruments, including financial maintenance covenants and restrictive covenants, could result in an event of default under the agreements governing our other indebtedness (if not cured or waived); • restricting us from making strategic acquisitions or causing us to make non‑strategic divestitures; • limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and • limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.
A high degree of leverage could have important consequences for us, including: • requiring us to utilize a substantial portion of our cash flows from operations to service our indebtedness, reducing the availability of our cash flows to fund working capital, capital expenditures, product development, acquisitions, general corporate and other purposes; • increasing our vulnerability to adverse economic, industry or competitive developments; • exposing us to the risk of increased interest rates because some of our borrowings are at variable rates of interest; • making it more difficult for us to satisfy our obligations with respect to our indebtedness and any failure to comply with the obligations of any of our debt instruments, including financial maintenance covenants and restrictive covenants, if not cured or waived, could result in an event of default under the agreements governing our indebtedness; • restricting us from making strategic acquisitions or causing us to make non‑strategic divestitures; • limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and • limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.
If our information systems fail to perform these functions adequately or if we experience an interruption in our operations, including a breach in cybersecurity, our business, financial condition and results of operations could be materially adversely affected. All of our major operations, including manufacturing, distribution, sales and accounting, are dependent upon complex information systems.
If our information systems fail to perform these functions adequately or if we experience an interruption in our operations, including a breach in cybersecurity, our business, financial condition and results of operations could be materially adversely affected. All of our major operations, including manufacturing, distribution, sales, finance and accounting, are dependent upon complex information systems.
Our results of operations could be adversely affected if we experience time delays or cost overruns during the ERP implementation process, or if we are unable to reap the benefits we expect from the new ERP platform.
Our results of operations could be adversely affected if we experience additional time delays or cost overruns during the ERP implementation process, or if we are unable to reap the benefits we expect from the new ERP platform.
Any perceived or actual unauthorized or inadvertent disclosure of personal or other confidential information, cyberattack or other breach or theft of the information we control, whether through a breach of our network by an unauthorized party, employee theft, misuse or error or otherwise, could harm our reputation, impair our ability to attract customers, result in substantial remediation costs, subject us to claims or litigation (including class claims), regulatory enforcement, liability under data protection laws, and additional reporting requirements, result in higher insurance premiums and materially adversely affect our business, financial condition and results of operations.
Any perceived or actual unauthorized or inadvertent disclosure of personal or other confidential information, cyberattack or other breach or theft of the information we control, whether through a breach of our network by an unauthorized party, employee theft, misuse or error or otherwise, could harm our reputation, impair our ability to attract customers, result in substantial remediation costs, subject us to claims or litigation (including class claims), regulatory enforcement, liability under data protection laws, and additional reporting requirements, result in higher insurance premiums and materially adversely affect 25 Table of Contents our business, financial condition and results of operations.
Our effective tax rates in the future could be adversely affected by a number of factors, including changes in the expected geographic mix of earnings in countries with differing statutory tax rates, changes in the valuation and realizability of deferred tax assets and liabilities, changes to or issuance of new tax laws, interpretive regulations, notices or other administrative practices, principles, or guidance, changes to or issuance of new accounting guidance, changes in foreign currency exchange rates, entry into new businesses and geographies, changes to our existing businesses and operations, 28 Table of Contents acquisitions (including integrations) and investments and how they are financed, changes in our stock price, and the outcome of income tax audits in various jurisdictions around the world.
Our effective tax rates in the future could be adversely affected by a number of factors, including changes in the expected geographic mix of earnings in countries with differing statutory tax rates, changes in the valuation and realizability of deferred tax assets and liabilities, changes to or issuance of new tax laws, interpretive regulations, notices or other administrative practices, principles, or guidance, changes to or issuance of new accounting guidance, changes in foreign currency exchange rates, entry into new businesses and geographies, changes to our existing businesses and operations, acquisitions (including integrations) and investments and how they are financed, changes in our stock price, and the outcome of income tax audits in various jurisdictions around the world.
While we do not control these suppliers or manufacturers or their labor practices, negative publicity regarding the management of facilities by, production methods of or materials used by any of our suppliers or manufacturers could adversely affect our reputation and sales and force us to locate alternative suppliers or manufacturing sources, which could materially adversely affect our business, financial condition and results of operations.
While we do not control these suppliers or manufacturers or their labor practices, negative publicity regarding the management of facilities by, production methods of or materials used by any of our suppliers or manufacturers could adversely affect our reputation and sales and force us to seek alternative suppliers or manufacturing sources, which could materially adversely affect our business, financial condition and results of operations.
As a controlled company, we may elect not to comply with certain corporate governance requirements, including: • the requirement that a majority of our board of directors consist of independent directors; • the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; • the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees; We have not elected to rely on any of the “controlled company” exemptions at this time.
As a controlled company, we may elect not to comply with certain corporate governance requirements, including: • the requirement that a majority of our board of directors consist of independent directors; • the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; • the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees. 34 Table of Contents We have not elected to rely on any of the “controlled company” exemptions at this time.
We would also likely suffer indirect harms such as reputational damage and reticence among other companies to do business with us. For further information, see “—We rely on complex information systems to manage our manufacturing, distribution, sales and other functions.
We would also likely suffer indirect harms such as reputational damage and reticence among other companies to do business with us. For further information, see “—We rely on complex information systems to manage our manufacturing, distribution, sales, finance, accounting and other functions.
On a consolidated basis, no one customer that sells or distributes our products accounted for more than 10% of our consolidated net sales in the year ended December 31, 2024. However, our top ten customers accounted for approximately 20% of our consolidated net sales in the year ended December 31, 2024.
On a consolidated basis, no one customer that sells or distributes our products accounted for more than 10% of our consolidated net sales in the year ended December 31, 2025. However, our top ten customers accounted for approximately 20% of our consolidated net sales in the year ended December 31, 2025.
In addition, we could be found liable for monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent. Claims that we have misappropriated the confidential information or trade secrets of third parties could also materially adversely affect our business, financial condition and results of operations.
In addition, we could be found liable for monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent. Claims 19 Table of Contents that we have misappropriated the confidential information or trade secrets of third parties could also materially adversely affect our business, financial condition and results of operations.
Although we believe that these transactions reflect the accurate economic allocation of profit and that the proper transfer pricing documentation is in place, the profit allocation and transfer pricing terms and conditions may be scrutinized by local tax authorities during an audit and any resulting changes may impact our mix of earnings in countries with differing statutory tax rates.
Although we believe that 28 Table of Contents these transactions reflect the accurate economic allocation of profit and that the proper transfer pricing documentation is in place, the profit allocation and transfer pricing terms and conditions may be scrutinized by local tax authorities during an audit and any resulting changes may impact our mix of earnings in countries with differing statutory tax rates.
Factors such as general market conditions, actions by institutional investors to rapidly accumulate or divest of a substantial number of our shares, fluctuations in financial results, variances from financial market expectations, changes in earnings estimates or recommendations by analysts, or announcements by us or our competitors may cause the market price of our common stock to fluctuate, perhaps substantially.
Factors such as general market conditions, actions by institutional investors to rapidly accumulate or divest of a substantial number of our shares, fluctuations in financial results, variances from financial 36 Table of Contents market expectations, changes in earnings estimates or recommendations by analysts, or announcements by us or our competitors may cause the market price of our common stock to fluctuate, perhaps substantially.
If we are unable in the future to secure prominent golfers and arrange golfer endorsements of our products on terms that we deem to be reasonable, we may be required to modify our marketing platform and to rely more heavily on other forms of marketing and promotion, which may not prove to be as effective or may result in additional costs.
If we are unable in the future to secure prominent golfers and arrange 23 Table of Contents golfer endorsements of our products on terms that we deem to be reasonable, we may be required to modify our marketing platform and to rely more heavily on other forms of marketing and promotion, which may not prove to be as effective or may result in additional costs.
Artificial intelligence ( “ AI ” ) presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data. Issues associated with the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.
Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data. Issues associated with the development and use of artificial intelligence (“AI”), combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.
Such indicators include a significant adverse change in customer demand or business climate that could affect the value of an asset; general economic conditions, such as increasing U.S.
Such indicators include: (i) a significant adverse change in customer demand or business climate that could affect the value of an asset; (ii) general economic conditions, such as increasing U.S.
We may need to raise additional funds through public or private debt (for example, our Notes offering in 2023) or equity financings in order to: • fund ongoing operations; • take advantage of opportunities, including expansion of our business or the acquisition of complementary products, technologies or businesses; • develop new products; or • respond to competitive pressures.
We may need to raise additional funds through public or private debt (for example, our senior notes offering in 2025) or equity financings in order to: • fund ongoing operations; • take advantage of opportunities, including expansion of our business or the acquisition of complementary products, technologies or businesses; • develop new products; or • respond to competitive pressures.
See also “—We may be involved in lawsuits to protect, defend or 19 Table of Contents enforce our intellectual property rights, which could be expensive, time consuming and unsuccessful.” Any of the foregoing could cause us to incur significant costs and prevent us from manufacturing or selling certain of our products.
See also “—We may be involved in lawsuits to protect, defend or enforce our intellectual property rights, which could be expensive, time consuming and unsuccessful.” Any of the foregoing could cause us to incur significant costs and prevent us from manufacturing or selling certain of our products.
If we do not successfully manage the frequent introduction of new products or satisfy consumer demand, it could adversely affect our business, financial condition and results of operations. 15 Table of Contents Failure to successfully innovate and offer high-quality products may adversely affect our ability to compete in the markets for our products.
If we do not successfully manage the frequent introduction of new products or satisfy consumer demand, it could adversely affect our business, financial condition and results of operations. Failure to successfully innovate and offer high-quality products may adversely affect our ability to compete in the markets for our products.
Monitoring, preparing for and complying with the array of complex privacy and security legal regimes to which we are subject also requires us to devote significant time and resources. Moreover, many of the laws and regulations in this area are relatively new and their interpretations are uncertain and subject to change.
Monitoring, preparing for and 26 Table of Contents complying with the array of complex privacy and security legal regimes to which we are subject also requires us to devote significant time and resources. Moreover, many of the laws and regulations in this area are relatively new and their interpretations are uncertain and subject to change.
The declaration and payment of dividends will be determined at the discretion of our board of directors, acting in compliance with applicable law and contractual restrictions. However, the composition of our board of directors is determined 35 Table of Contents by Magnus, which controls a majority of the voting power of all outstanding shares of our common stock.
The declaration and payment of dividends will be determined at the discretion of our board of directors, acting in compliance with applicable law and contractual restrictions. However, the composition of our board of directors is determined by Magnus, which controls a majority of the voting power of all outstanding shares of our common stock.
We continue to be exposed to price increases and availability risks with respect to certain materials and components used by us, our suppliers and our manufacturers, including polybutadiene, zinc diacrylate, urethane and ionomers for the manufacturing of our golf balls, titanium and steel for our golf clubs, leather and synthetic fabrics for our golf shoes, 16 Table of Contents golf gloves, golf gear and golf apparel, and resin and other petroleum‑based materials for a number of our products.
We continue to be exposed to price increases and availability risks with respect to certain materials and components used by us, our suppliers and our manufacturers, including polybutadiene, zinc diacrylate, urethane and ionomers for the manufacturing of our golf balls, tungsten, titanium and steel for the manufacturing of our golf clubs, leather and synthetic fabrics for the manufacturing of our golf shoes, golf gloves, golf gear and golf apparel, and resin and other petroleum‑based materials for a number of our products.
Environmental conditions at or related to our current or former properties or operations, and/or the costs of complying with current or future environmental, health and safety requirements (which have become more stringent and complex over time) could materially adversely affect our business, financial condition and results of operations.
Environmental conditions at or related to our current or former properties or operations, and/or the costs of complying 30 Table of Contents with current or future environmental, health and safety requirements (which have become more stringent and complex over time) could materially adversely affect our business, financial condition and results of operations.
We base our 36 Table of Contents estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 7 of Part II to this report.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 7 of Part II to this report.
RISK FACTORS Summary Risk Factors Below is a summary of some of the principal risks that could adversely affect our business, operations and financial results: Risks Related to Our Business and Industry • A reduction in the number of rounds of golf played or in the number of golf participants could materially adversely affect our business, financial condition and results of operations. • Unfavorable weather conditions may impact the number of playable days and rounds played in a given year. • Consumer spending habits and macroeconomic and demographic factors may affect the number of rounds of golf played, the number of golf participants and related spending on our products. • Changes to the Rules of Golf with respect to equipment could materially adversely affect our business, financial condition and results of operations. • We may not successfully manage the frequent introduction of new products or satisfy changing consumer preferences and quality and regulatory standards. • Failure to successfully innovate and offer high-quality products may adversely affect our ability to compete in the market for our products. • A significant disruption in the operations of our manufacturing, assembly or distribution facilities could materially adversely affect our business, financial condition and results of operations. • Many of our raw materials and product components are provided by a sole or limited number of third-party suppliers and manufacturers. • A disruption in the operations of our suppliers could materially adversely affect our business, financial condition and results of operations. • We may be involved in lawsuits to protect, defend or enforce our intellectual property rights, which could be expensive, time-consuming and unsuccessful. • Our products may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products. • We face intense competition in each of our markets and if we are unable to maintain a competitive advantage, loss of market share, sales or profitability may result. • We may have limited opportunities for future growth in sales of certain of our products. • A severe or prolonged economic downturn could adversely affect our customers’ financial conditions, levels of business activity and ability to pay their trade obligations. • We depend on retailers and distributors to market and sell our products, and our failure to maintain and further develop our sales channels could materially adversely affect our business, financial condition and results of operations. • Our business and results of operations are subject to seasonality and product launch cycles, which could result in fluctuations in our operating results and stock price. • We have significant international operations and are exposed to risks associated with doing business globally. • We rely on complex information systems to manage our manufacturing, distribution, sales and other functions.
RISK FACTORS Summary Risk Factors Below is a summary of some of the principal risks that could adversely affect our business, operations and financial results: Risks Related to Our Business and Industry • A reduction in the number of rounds of golf played or in the number of golf participants could materially adversely affect our business, financial condition and results of operations. • Unfavorable weather conditions may impact the number of playable days and rounds played in a given year. • Consumer spending habits and macroeconomic and demographic factors may affect the number of rounds of golf played, the number of golf participants and related spending on our products. • U.S. and foreign trade policies, including the assessment of tariffs and other impositions on imported goods, may have a material adverse effect on our business, financial condition and results of operations. • Changes to the Rules of Golf with respect to equipment could materially adversely affect our business, financial condition and results of operations. • We may not successfully manage the frequent introduction of new products or satisfy changing consumer preferences and quality and regulatory standards. • Failure to successfully innovate and offer high-quality products may adversely affect our ability to compete in the market for our products. • A significant disruption in the operations of our manufacturing, assembly or distribution facilities could materially adversely affect our business, financial condition and results of operations. • Many of our raw materials and product components are provided by a sole or limited number of third-party suppliers and manufacturers, and the cost of our raw materials and product components could affect our operating results. • A disruption in the operations of our suppliers could materially adversely affect our business, financial condition and results of operations. • We may be involved in lawsuits to protect, defend or enforce our intellectual property rights, which could be expensive, time-consuming and unsuccessful. • Our products may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products. • We face intense competition in each of our markets and if we are unable to maintain a competitive advantage, loss of market share, sales or profitability may result. • We may have limited opportunities for future growth in sales of certain of our products. • A severe or prolonged economic downturn could adversely affect our customers’ financial conditions, levels of business activity and ability to pay their trade obligations. • We depend on retailers and distributors to market and sell our products, and our failure to maintain and further develop our sales channels could materially adversely affect our business, financial condition and results of operations. • Our business and results of operations are subject to seasonality and product launch cycles, which could result in fluctuations in our operating results and stock price. • We have significant international operations and are exposed to risks associated with doing business globally. • We rely on complex information systems to manage our manufacturing, distribution, sales, finance, accounting and other functions.
If our suppliers experience a significant disruption in their business as a result of a natural disaster or pandemic disease, our ability to obtain the necessary raw materials or components to make products could be materially adversely affected.
If our suppliers 31 Table of Contents experience a significant disruption in their business as a result of a natural disaster or pandemic disease, our ability to obtain the necessary raw materials or components to make products could be materially adversely affected.
If we are unable to generate sufficient cash flows to service our debt 32 Table of Contents and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or operations, or raise additional debt or equity capital.
If we are unable to generate sufficient cash flows to service our debt and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or operations, or raise additional debt or equity capital.
A breach of any of these covenants, among others, could result in a default under one or more of these agreements, including cross defaults, which, if not cured or waived, could result in our being required to repay these borrowings before their maturity.
A breach of any of these covenants, among others, could result in a default under one or more of these agreements, including as a result of cross default provisions, which, if not cured or waived, could result in our being required to repay these borrowings before their maturity.
Significant price fluctuations or shortages in such raw materials or components, including the costs to transport such materials or components of our products, the uncertainty of currency fluctuations against the U.S. dollar, increases in labor rates, trade duties or tariffs, and/or the introduction of new and expensive raw materials, could materially adversely affect our business, financial condition and results of operations.
Any significant supply chain disruptions, price fluctuations or shortages in raw materials or components, including the costs to transport such materials or components of our products, the uncertainty of currency fluctuations against the U.S. dollar, increases in labor rates, trade duties or tariffs, and/or the introduction of new and expensive raw materials could materially adversely affect our business, financial condition and results of operations.
The financial costs we may incur in connection with these recalls typically would include the cost of the product being replaced or repaired and associated labor and administrative costs and, if applicable, governmental fines and/or penalties.
The financial costs we may incur 29 Table of Contents in connection with these recalls typically would include the cost of the product being replaced or repaired and associated labor and administrative costs and, if applicable, governmental fines and/or penalties.
Furthermore, future rate increases might make insurance uneconomical for us to maintain. These potential insurance problems or any adverse outcome in any liability suit could create increased expenses which could harm our business.
Furthermore, future rate increases might make insurance coverage programs uneconomical for us to maintain. These potential insurance-related problems or any adverse outcome in any liability suit could create increased expenses which could harm our business.
A decline in the level of professional usage of our 23 Table of Contents products, or a significant increase in the cost to attract or retain endorsers, could materially adversely affect our business, financial condition and results of operations.
A decline in the level of professional usage of our products, or a significant increase in the cost to attract or retain endorsers, could materially adversely affect our business, financial condition and results of operations.
The extent to which our hedging activities mitigate foreign currency transaction risks varies based upon many factors, including the timing, value and volume of transactions being hedged. Accuracy of sales forecasts, volatility of currency markets, the availability of hedging instruments and limitations on the duration of such hedging instruments may also affect the effectiveness of our hedging activities.
The extent to which our hedging activities mitigate foreign currency transaction risks varies based upon many factors, including the timing, value and volume of transactions being hedged, accuracy of sales forecasts, volatility of currency markets, the availability of hedging instruments and limitations on the duration of such hedging instruments.
Golf is a recreational activity that requires time and money, and different generations and socioeconomic and ethnic groups use their leisure time and discretionary funds in different ways. Golf participation among younger generations and certain socioeconomic and ethnic groups may not prove to be as popular as it is among older generations.
Golf is a recreational activity that requires both time and financial resources, and different generations and socioeconomic and ethnic groups use their leisure time and discretionary funds in different ways. Golf participation among younger generations and certain socioeconomic and ethnic groups may not prove to be as popular as it is among older generations.
A change of control under our outstanding equity award 34 Table of Contents agreements and other employment arrangements may result in the vesting of outstanding equity awards and the acceleration of benefits or other payments under certain employment arrangements.
A change of control under our outstanding equity award agreements and other employment arrangements may result in the vesting of outstanding equity awards and the acceleration of benefits or other payments under certain employment arrangements.
Although we have implemented policies and procedures intended to mitigate the risks associated with the use of generative AI, users of our network services, technology systems or computing equipment may take actions in violations of those policies.
Although we have implemented policies and procedures intended to mitigate the risks associated with the use of AI and machine learning technologies, users of our network services, technology systems or computing equipment may take actions in violations of those policies.
Our other key sales, marketing, brand building, R&D, manufacturing, intellectual property protection and support personnel are also critical to the success of our business.
Our other key sales, marketing, brand building, R&D, manufacturing, intellectual property protection and support personnel are also 27 Table of Contents critical to the success of our business.
We have entered and expect to continue entering into various foreign exchange forward contracts in an effort to protect against adverse changes in foreign exchange rates and attempt to minimize foreign currency transaction risk. Our hedging activities can reduce, but will not eliminate, the effects of foreign currency transaction risk on our financial results.
We have entered and expect to continue entering into various foreign exchange forward contracts to protect against adverse changes in foreign exchange rates and attempt to mitigate foreign currency transaction risk. Our hedging activities can reduce, but not eliminate, the effects of foreign currency transaction risk on our financial results.
Under our credit agreement, for example, if any person (other than certain permitted parties, which include an affiliate of Magnus) were to become the beneficial owner of 35% or more of our outstanding common stock, it would result in a change of control and cause an event of default.
Under the credit agreement that governs our multi-currency revolving credit facility, for example, if any person (other than certain permitted parties, which include an affiliate of Magnus) were to become the beneficial owner of 35% or more of our outstanding common stock, it would result in a change of control and cause an event of default.
We seek to have our new golf ball and golf club products conform with the Rules of Golf because these rules are generally followed by golfers, both professional and amateur. The Rules of Golf set testing standards and establish limitations for the design and performance of golf balls and golf clubs.
Golf’s most regulated categories are golf balls and golf clubs. We seek to have our golf ball and golf club products conform with the Rules of Golf because these rules are generally followed by golfers, both professional and amateur. The Rules of Golf set testing standards and establish limitations for the design and performance of golf balls and golf clubs.
We are a “controlled company” under NYSE rules and, as a result, we qualify for and may elect to rely upon exemptions from certain corporate governance requirements that would otherwise provide protection to our shareholders. As of December 31, 2024, Magnus beneficially owned approximately 51.3%, of our outstanding common stock.
We are a “controlled company” under NYSE rules and, as a result, we qualify for and may elect to rely upon exemptions from certain corporate governance requirements that would otherwise provide protection to our shareholders. As of December 31, 2025, Magnus beneficially owned approximately 50.6%, of our outstanding common stock.
We are in the process of implementing a new worldwide ERP platform as part of our plans to integrate our operations and enhance our supply chain and finance capabilities. Additional implementation activities are expected to continue in phases over the next three years.
We are in the process of implementing a new worldwide ERP platform as part of our plans to integrate our operations and enhance our supply chain and finance capabilities. Additional implementation activities are expected to continue in phases 24 Table of Contents over the next several years.
We could experience manufacturing delays, increased manufacturing and shipping costs, and lost sales due to missed delivery deadlines and product introduction and demand cycles. Any significant interruption in United Parcel Service or FedEx Corporation services, ship services, at shipping ports or air carrier services could materially adversely affect our business, financial condition and results of operations.
We could experience manufacturing delays, increased manufacturing and shipping costs, and lost sales due to missed delivery deadlines and product introduction and demand cycles. Any significant interruption in ground shipment services, ship services, at shipping ports or air carrier services could materially adversely affect our business, financial condition and results of operations.
We may utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness and we may be exposed to risks related to counterparty credit worthiness or non‑performance of these instruments. We may enter into floating-to‑fixed interest rate swaps to limit our exposure to changes in variable interest rates.
We may utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness or alter our floating-to-fixed interest rate mix, and we may be exposed to risks related to counterparty credit worthiness or non‑performance of these instruments.
We may adopt and integrate generative AI tools into our systems for specific use cases in consultation with our legal and information technology departments.
We have adopted and may in the future adopt and integrate generative AI tools into our systems for specific use cases in consultation with our legal and information technology departments.
The golf ball and golf club industries, in particular, have been characterized by widespread imitation of popular ball and club designs. We have an active program of monitoring, investigating and enforcing our proprietary rights against companies and individuals who market or manufacture counterfeits and “knockoff” products. We assert our rights against infringers of our patents, trademarks, trade dress and copyrights.
The golf ball and golf club industries, in particular, have been characterized by widespread imitation of popular ball and club designs. We have an active program of monitoring, investigating and enforcing our proprietary rights against companies and individuals who market or manufacture counterfeits and “knockoff” products.
We are included in the consolidated financial statements of a global ultimate parent, are monitoring legislative developments, and are continuing to evaluate the potential impact of Pillar II on our consolidated financial statements. We do not expect the impact of Pillar II to be material.
We are included in the consolidated financial statements of a global ultimate parent, are monitoring legislative developments, and are continuing to evaluate the potential impact of Pillar II on our consolidated financial statements.
Certain of our existing agreements governing indebtedness, including our credit agreement, under certain conditions restrict our ability to pay dividends on our common stock. We expect that any future agreements governing indebtedness will contain similar restrictions.
Certain of our existing agreements governing indebtedness, including the credit agreement that governs our multi-currency revolving credit facility, under certain conditions restrict our ability to pay dividends on our common stock. We expect that any future agreements governing indebtedness will contain similar restrictions.
However, these efforts may be expensive, time‑consuming, divert management’s attention, and ultimately may not be successful in reducing sales of golf products by these infringers. The 18 Table of Contents failure to prevent or limit such infringers or imitators could adversely affect our reputation and sales.
We assert our rights against 18 Table of Contents infringers of our patents, trademarks, trade dress and copyrights. However, these efforts may be expensive, time‑consuming, divert management’s attention, and ultimately may not be successful in reducing sales of golf products by these infringers. The failure to prevent or limit such infringers or imitators could adversely affect our reputation and sales.
We cannot provide assurance that, if the indebtedness under our Second Amended Credit Facility and the Notes 33 Table of Contents were accelerated, our assets would be sufficient to repay in full that indebtedness and our other indebtedness. If not cured or waived, such acceleration could have a material adverse effect on our business and our prospects.
We cannot provide assurance that, if the indebtedness under our multi-currency revolving credit facility and the 2033 Notes were to be accelerated, our assets would be sufficient to repay in full that indebtedness and our other indebtedness. If not cured or waived, such acceleration could have a material adverse effect on our business and our prospects.
Decisions regarding the repurchase of shares will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, covenants associated with certain of our debt service obligations, associated taxes, legal requirements and regulatory constraints.
Decisions regarding the repurchase of shares will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, covenants associated with certain of our debt service obligations, associated taxes, legal requirements and regulatory constraints, in addition to equity market conditions and our share price.
We and our subsidiaries may incur significant amounts of debt, which could exacerbate the risks associated with our current indebtedness. We and our subsidiaries incur substantial additional indebtedness in the future.
We and our subsidiaries may be able to incur significant amounts of debt, which could exacerbate the risks associated with 32 Table of Contents our current indebtedness. We and our subsidiaries may be able to incur substantial additional indebtedness in the future.
If a significant amount of our goodwill and identifiable intangible assets were deemed to be impaired, our business, financial condition and results of operations could be materially adversely affected.
Goodwill and identifiable intangible assets are deemed impaired when their carrying value exceeds their fair value. If a significant amount of our goodwill and identifiable intangible assets were deemed to be impaired, our business, financial condition and results of operations could be materially adversely affected.
Because substantially all of our products are manufactured, assembled in and distributed from a few locations, our operations could be interrupted by events beyond our control, including: • power loss or network connectivity or telecommunications failure or downtime; • equipment failure; • human error or accidents; • sabotage or vandalism; • physical or electronic security breaches; • floods, fires, earthquakes, hurricanes, tornadoes, tsunamis or other natural disasters; • political or socioeconomic unrest; • labor difficulties, including work stoppages, slowdowns, labor shortages or excessive turnover; • water damage or water shortage; • government orders and regulations; • pandemics and other health and safety issues; and • terrorism.
Because substantially all of our products are manufactured, assembled in and distributed from a few locations, our operations could be interrupted by events beyond our control, including: • power loss or network connectivity or telecommunications failure or downtime; • equipment failure; • human error or accidents; • sabotage or vandalism; • physical or electronic security breaches; • floods, fires, earthquakes, hurricanes, tornadoes, tsunamis or other natural disasters; • political or socioeconomic unrest; • labor difficulties, including work stoppages, slowdowns, labor shortages or excessive turnover; • water damage or water shortage; • government orders and regulations; • pandemics and other health and safety issues; and • terrorism. 16 Table of Contents Our manufacturing, assembly and distribution capacity is also dependent on the performance of services by third parties, including vendors, landlords and logistics and transportation providers.
If we are unable to repay outstanding borrowings when due, the lenders under our Second Amended Credit Facility may proceed against the collateral granted to them to secure the debt. If lenders under the Second Amended Credit Facility accelerate the debt thereunder, then the obligations under the Notes could be accelerated.
If we are unable to repay outstanding borrowings when due, the lenders under our multi-currency revolving credit facility have the right to proceed against the collateral granted to them to secure the debt. If lenders under our multi-currency revolving credit facility accelerate the debt thereunder, then the obligations under the 2033 Notes could be accelerated.
Terrorist activities and armed conflicts could have an adverse effect upon the United States or worldwide economy and could cause decreased demand for our products.
Terrorist activities and international political instability may decrease demand for our products and disrupt our business. Terrorist activities and armed conflicts could have an adverse effect upon the United States or worldwide economy and could cause decreased demand for our products.
Magnus is able to control the election and removal of our directors and thereby effectively determine, among other things, the payment of dividends, our corporate and management policies, including potential mergers or acquisitions or asset sales, amendment of our amended and restated certificate of incorporation or amended and restated bylaws, and other significant corporate transactions for so long as Magnus retains significant ownership of us.
As of December 31, 2025, Magnus beneficially owned approximately 50.6% of our outstanding common stock. 33 Table of Contents Magnus is able to control the election and removal of our directors and thereby effectively determine, among other things, the payment of dividends, our corporate and management policies, including potential mergers or acquisitions or asset sales, amendment of our amended and restated certificate of incorporation or amended and restated bylaws, and other significant corporate transactions for so long as Magnus retains significant ownership of us.
While we do not control our suppliers or their labor practices, negative publicity regarding the management of facilities, production methods employed or materials used by any of our suppliers could adversely affect our reputation, which could materially adversely affect our business, financial condition and results of operations and may force us to locate alternative suppliers.
In addition, while we do not control our suppliers or their labor practices, negative publicity regarding the management of facilities, production methods employed or materials used by any of our suppliers could adversely affect our reputation and may force us to seek alternative suppliers.
The effects of elections, referendums or other political conditions, events, tensions, wars, and other military conflicts in these markets have in the past impacted and could continue to impact how existing laws, regulations and government programs or policies are implemented or result in uncertainty as to how such laws, regulations, programs or policies may change, including with respect to the negotiation of new trade agreements, new, expanded or retaliatory tariffs against certain countries or covering certain products or ingredients (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and any retaliatory actions taken by such countries), sanctions, environmental and climate change regulations, taxes, benefit programs, the movement of goods, services and people between countries, relationships between countries, customer or consumer perception of a particular country or its government and other matters.
The effects of elections, referendums or other political conditions, events, tensions, wars, and other military conflicts in these markets have in the past impacted and could continue to impact how existing laws, regulations and government programs or policies are implemented or result in uncertainty as to how such laws, regulations, programs or policies may change, including with respect to the negotiation of new trade agreements, new, expanded or retaliatory tariffs against certain countries or covering certain products or ingredients (see “—U.S. and foreign trade policies, including the assessment of tariffs and other impositions on imported goods, may have a material adverse effect on our business, financial condition and results of operations”), sanctions, environmental and climate change regulations, taxes, benefit programs, the movement of goods, services and people between countries, relationships between countries, customer or consumer perception of a particular country or its government and other matters.
Future changes to the Rules of Golf could also require us to expend additional time and resources, including on R&D and raw materials, in order to design, develop and manufacture new products that conform to such rules. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.
Future changes to the Rules of Golf could also require us to expend additional time and resources, including on R&D and raw materials, in order to design, develop and manufacture new products that conform to such rules.
In addition, we may be required to maintain specified financial maintenance ratios and satisfy other financial condition tests. The terms of any future indebtedness we may incur could include more restrictive covenants.
In addition, our credit agreement requires us to maintain specified financial maintenance ratios and, in connection with certain transactions, satisfy other financial condition tests. The terms of any future indebtedness we may incur could include more restrictive covenants.
Our ability to generate sufficient cash depends on many factors, some of which are not within our control. • We may be able to incur significant amounts of debt, which could exacerbate the risks associated with current indebtedness. 13 Table of Contents • The indenture that governs our 7.375% senior unsecured notes due 2028 (the “Notes”) and the credit agreement that governs our Second Amended Credit Facility (as defined below) contain restrictions that limit our flexibility in operating our business.
Our ability to generate sufficient cash depends on many factors, some of which are not within our control. • We and our subsidiaries may be able to incur significant amounts of debt, which could exacerbate the risks associated with current indebtedness. 13 Table of Contents • The credit agreement that governs our multi-currency revolving credit facility contains restrictions that limit our flexibility in operating our business.
Risks Related to Ownership of Our Common Stock The interests of Magnus and its affiliates and any of their successors or transferees may conflict with other holders of our common stock. As of December 31, 2024, Magnus beneficially owned approximately 51.3% of our outstanding common stock.
Risks Related to Ownership of Our Common Stock The interests of Magnus and its affiliates and any of their successors or transferees may conflict with other holders of our common stock.
Any material delays, interruption or increased costs in the supply of raw materials or components of our products could impact our ability to meet customer demand, which could materially adversely affect our business, financial condition and results of operations.
Any material delays, interruption or increased costs in the supply of raw materials or components of our products could impact our ability to meet customer demand, which could negatively impact our brands and materially adversely affect our business, financial condition and results of operations. 17 Table of Contents Our operations are conducted worldwide and our results of operations are subject to currency transaction and translation risks that could materially adversely affect our business, financial condition and results of operations.
For example, in July 2024, a software update by a cybersecurity technology company caused widespread disruptions of operating systems. Although we did not experience any material impacts as a result of this software update, we could in the future experience similar third-party software-induced interruptions to our operations.
For example, in November 2025, a technical error by a cloud technology company caused widespread disruptions of services across the internet. Although we did not experience any material impacts as a result of this incident, we could in the future experience similar third-party software-induced interruptions to our operations.
Consumer spending habits and macroeconomic factors may affect the number of rounds of golf played and related spending on golf products. Our products are recreational in nature and are therefore discretionary purchases for consumers.
Consumer spending habits and macroeconomic factors may affect the number of rounds of golf played and related spending on golf products. Our products are recreational in nature and are therefore discretionary purchases for consumers. Consumers are generally more willing to make discretionary purchases of golf products when economic conditions are favorable and when consumers feel confident and prosperous.
Many of our raw materials and product components are provided by a sole or limited number of third‑party suppliers and manufacturers. We rely on a sole or limited number of third‑party suppliers and manufacturers for many of our raw materials and components in our golf balls, golf clubs, golf gloves, golf shoes and certain of our other products.
We rely on a sole or limited number of third‑party suppliers and manufacturers for many of our raw materials and components in our golf balls, golf clubs, golf gloves, golf shoes and certain of our other products. We also use specialized and geographically limited sources for certain of the raw materials used to make our golf gloves and other products.
Our ability to continue selecting reliable suppliers who provide timely deliveries of quality materials and components will impact our success in meeting customer demand for timely delivery of quality products.
A disruption in the operations of our suppliers could materially adversely affect our business, financial condition and results of operations. Our ability to continue selecting reliable suppliers who provide timely deliveries of quality materials and components will impact our success in meeting customer demand for timely delivery of quality products.
Although the credit agreement governing our Second Amended Credit Facility, the indenture governing the Notes and the agreements governing our other indebtedness each contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial.
Although the credit agreement that governs our multi-currency revolving credit facility and the indenture that governs the 2033 Notes contain restrictions on incurring indebtedness for borrowed money, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial.
We also use specialized and geographically limited sources for certain of the raw materials used to make our golf gloves and other products. Many of these materials are customized for us and some of our products require specially developed manufacturing techniques and processes which make it difficult to identify and utilize alternative suppliers quickly.
Many of these materials are customized for us and some of our products require specially developed manufacturing techniques and processes which make it difficult to identify and utilize alternative suppliers quickly.
As of December 31, 2024, we had $100.0 million of outstanding interest rate swap contracts to hedge the interest rate risk on our variable rate debt. Our outstanding interest rate swap contracts are due to mature on February 28, 2025.
As of December 31, 2025, we had no outstanding interest rate swap contracts to hedge the interest rate risk on our variable rate debt.
Any failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third parties to comply with such requirements or adequately address privacy and security concerns, even if unfounded, could result in additional cost and liability to us, damage our reputation, and adversely affect our business and results of operations. 26 Table of Contents If the technology‑based systems that give consumers the ability to shop with us online do not function effectively, our ability to grow our eCommerce business globally could be adversely affected.
Any failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third parties to comply with such requirements or adequately address privacy and security concerns, even if unfounded, could result in additional cost and liability to us, damage our reputation, and adversely affect our business and results of operations.
Our failure to obtain additional funding could prevent us from making expenditures that may be required to grow our business or maintain our operations. Our growth initiatives require significant capital investments and there can be no assurance that we will realize a positive return on these investments.
Our inability to obtain additional funding on favorable terms could limit our ability to make expenditures that may be required for business growth or operational enhancements. Our growth initiatives require significant capital investments and there can be no assurance that we will realize a positive return on these investments.
Pricing pressures, reduced profit margins, loss of market share or failure to grow in any of our markets, due to competition or otherwise, could materially adversely affect our business, financial condition and results of operations.
Pricing pressures, reduced profit margins, loss of market share or failure to grow in any of our markets, due to competition or otherwise, could materially adversely affect our business, financial condition and results of operations. We compete against large‑scale global sports equipment and apparel companies, Japanese industrials, and more specialized golf equipment and golf wear companies.
Failure to adequately enforce and protect our intellectual property rights could materially adversely affect our business, financial condition and results of operations. We own numerous patents, trademarks, trade secrets, copyrights and other intellectual property and hold licenses to intellectual property owned by others, which in the aggregate are important to our business.
We own numerous patents, trademarks, trade secrets, copyrights and other intellectual property and hold licenses to intellectual property owned by others, which in the aggregate are important to our business.
We expend significant resources in an effort to protect against security incidents and may choose to spend additional resources or modify our business activities, particularly where required by applicable data privacy and security laws or regulations or industry standards. 25 Table of Contents While we have implemented security measures, our information technology systems, as well as those of our vendors, contractors, and other third-party partners who process information on our behalf or have access to our systems, may be susceptible to security incidents, disruptions, cyberattacks, ransomware, electronic or physical break‑ins, viruses, phishing attacks and other forms of social engineering, denial-of-service attacks, third-party or employee theft or misuse and other negligent actions.
While we have implemented security measures, our information technology systems, as well as those of our vendors, contractors, and other third-party partners who process information on our behalf or have access to our systems, may be susceptible to security incidents, disruptions, cyberattacks, ransomware, electronic or physical break‑ins, viruses, phishing attacks and other forms of social engineering, denial-of-service attacks, third-party or employee theft or misuse and other negligent actions.
We are increasingly using websites and social media to interact with consumers and as a means to enhance their experience with our products. We currently have eCommerce operations in the U.S., Canada, Europe and Asia. In our eCommerce services, we process, store and transmit customer data, including payment card information. We also collect consumer data through certain marketing activities.
We currently have eCommerce operations in the U.S., Canada, Europe and Asia. In our eCommerce services, we process, store and transmit customer data, including payment card information. We also collect consumer data through certain marketing activities.

… 67 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+2 added−0 removed15 unchanged
Biggest changeThese audits also include annual penetration testing and web application assessments by third parties to test control effectiveness against threat actor attack techniques. Our processes also address cybersecurity risks associated with our use of third-party service providers. We oversee third-party service providers by conducting vendor diligence upon onboarding and ongoing monitoring.
Biggest changeThese audits include annual penetration testing and web application assessments by third parties to test control effectiveness against threat actor attack techniques. We also partner with a third-party managed security operations center that provides around-the-clock threat monitoring, alerting, response, threat intelligence and brand protection services. Our processes also address cybersecurity risks associated with our use of third-party service providers.
For more information about the cybersecurity risks we face, see the risk factor in Item 1A entitled “ We rely on complex information systems to manage our manufacturing, distribution, sales and other functions.
For more information about the cybersecurity risks we face, see the risk factor in Item 1A entitled “ We rely on complex information systems to manage our manufacturing, distribution, sales, finance, accounting and other functions.
Periodically, we conduct a cybersecurity incident response tabletop exercise to test response actions of the Security Incident Response Team, to facilitate group discussions regarding the effectiveness of our cybersecurity incident response strategies and tactics and to update the plan with any lessons learned from the exercise.
Periodically, we conduct a cybersecurity incident response tabletop exercise to test response actions of the Security Incident Response Team, to facilitate group discussions regarding the effectiveness of our cybersecurity incident 37 Table of Contents response strategies and tactics and to update the plan with any lessons learned from the exercise.
We annually engage third parties (as well as our own internal audit department) to audit our cyber and information security programs, processes and controls, and the findings of these parties are reported to the Audit Committee and the full 37 Table of Contents Board.
We annually engage third parties (as well as our own internal audit department) to audit our cyber and information security programs, processes and controls, and the findings of these parties are reported to the Audit Committee and the full Board.
This training is mandatory for all relevant employees globally on a periodic basis, and it is supplemented by firmwide testing initiatives, including quarterly phishing tests. We provide specialized security training for certain employees such as application developers, human resources and finance teams. Finally, our Global Privacy Program requires all relevant employees to take periodic awareness training on data privacy.
We provide specialized security training for certain employees such as application developers, human resources and finance teams. Finally, our Global Privacy Program requires all relevant employees to take periodic awareness training on data privacy.
Our Security Awareness Program includes training that reinforces cybersecurity risk management policies, standards and practices, as well as the expectation that employees comply with these policies. The Security Awareness Program also trains personnel on how to identify potential cybersecurity risks and protect our resources and information.
We have also retained a third-party service provider to assist with cybersecurity incident response and forensics. Our Security Awareness Program includes training that reinforces cybersecurity risk management policies, standards and practices, as well as the expectation that employees comply with these policies.
Added
We oversee third-party service providers by conducting vendor diligence upon onboarding and ongoing monitoring.
Added
The Security Awareness Program also trains personnel on how to identify potential cybersecurity risks and protect our resources and information. This training is mandatory for all relevant employees globally on a periodic basis, and it is supplemented by firmwide testing initiatives, including quarterly phishing tests.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−2 removed1 unchanged
Biggest changeFootJoy currently contracts to manufacture substantially all of its footwear at a third-party owned manufacturing facility in Long An Province, Vietnam. 39 Table of Contents We have additional sales offices and facilities in Colorado, Utah, New Zealand, Malaysia, Singapore, Hong Kong, Taiwan, Japan, Korea, Thailand, Scotland, Sweden, France, Germany and Switzerland.
Biggest changeWe have additional sales offices and facilities in Colorado, Utah, New Zealand, Malaysia, Singapore, Hong Kong, Taiwan, Japan, Korea, Thailand, Scotland, Sweden, France, Germany and Switzerland. In the opinion of our management, our properties are adequate and suitable for our business as presently conducted and are adequately maintained. 39 Table of Contents
Location Type Facility Size (1) Leased/Owned Fairhaven, Massachusetts Headquarters and golf ball R&D 222,720 Owned Golf Balls North Dartmouth, Massachusetts Golf ball manufacturing 179,602 Owned New Bedford, Massachusetts Golf ball manufacturing 244,091 Owned Amphur Pluakdaeng Rayong, Thailand Golf ball manufacturing 230,003 Owned New Bedford, Massachusetts Golf ball customization and distribution center 438,007 Owned Fairhaven, Massachusetts Golf ball packaging 49,580 Owned New Bedford, Massachusetts Golf ball advanced engineering and ball cavity manufacturing 34,000 Owned Sugarland, Texas Golf ball recycling and distribution center 87,214 Leased Golf Clubs, Wedges and Putters Carlsbad, California Golf club assembly 165,485 Leased Carlsbad, California Tour testing and golf club R&D 50,000 Leased Oceanside, California Digital media studio 40,515 Leased San Marcos, California Putter research 19,200 Leased Encinitas, California Putter fitting and sales 3,754 Leased Tokyo, Japan Golf club assembly 45,274 Leased FootJoy Fuzhou, Fujian, China (40% owned joint venture) (2) Golf shoe manufacturing and distribution center 525,031 Building Owned/Land Leased Brockton, Massachusetts Golf shoe R&D 98,428 Leased Sriracha Chonburi, Thailand Golf glove manufacturing 112,847 Building Owned/Land Leased Sales Offices and Distribution Centers (used by multiple reportable segments) Fairhaven, Massachusetts East Coast customization and distribution center 185,370 Owned Vista, California West Coast distribution center and golf bag embroidery 102,319 Leased Lakeville, Massachusetts East Coast customization and distribution center 555,395 Leased Cambridgeshire, United Kingdom Sales office and distribution center, as well as golf club assembly and golf ball customization 156,326 Owned Helmond, The Netherlands Sales office and distribution center 69,965 Leased Victoria, Australia Sales office and distribution center, as well as golf club assembly 37,027 Leased Ontario, Canada Sales office and distribution center 102,057 Leased Randburg, South Africa Sales office and distribution center, as well as golf club assembly 25,060 Leased Yongin-shi, Korea Distribution center, golf ball customization and golf club assembly 174,982 Leased Product Testing and Fitting Centers (Golf Balls and Golf Clubs) Acushnet, Massachusetts East Coast product testing and fitting for golf balls and golf clubs 22 acres total, including multiple buildings that total 19,492 square feet Owned Oceanside, California West Coast product testing and fitting for golf balls and golf clubs (Titleist Performance Institute) 30 acres total, including multiple buildings that total 40,600 square feet Owned (1) Facility size represents square footage of the building, unless otherwise noted.
Location Type Facility Size (1) Leased/Owned Fairhaven, Massachusetts Headquarters and golf ball R&D 222,720 Owned Golf Balls North Dartmouth, Massachusetts Golf ball manufacturing 179,602 Owned New Bedford, Massachusetts Golf ball manufacturing 244,091 Owned Amphur Pluakdaeng Rayong, Thailand Golf ball manufacturing 230,003 Owned New Bedford, Massachusetts Golf ball customization and distribution center 438,007 Owned Fairhaven, Massachusetts Golf ball packaging 49,580 Owned New Bedford, Massachusetts Golf ball advanced engineering and ball cavity manufacturing 34,000 Owned Sugarland, Texas Golf ball recycling and distribution center 87,214 Leased Golf Clubs, Wedges and Putters Carlsbad, California Golf club assembly 165,485 Leased Carlsbad, California Tour testing and golf club R&D 50,000 Leased Oceanside, California Digital media studio 40,515 Leased San Marcos, California Putter research 19,200 Leased Encinitas, California Putter fitting and sales 3,754 Leased Tokyo, Japan Golf club assembly 45,274 Leased FootJoy Sriracha Chonburi, Thailand Golf glove manufacturing 112,847 Building Owned/Land Leased Sales Offices and Distribution Centers (used by multiple reportable segments) Fairhaven, Massachusetts East Coast customization and distribution center 185,370 Owned Vista, California West Coast distribution center and golf bag embroidery 102,319 Leased Lakeville, Massachusetts East Coast customization and distribution center 555,395 Leased Cambridgeshire, United Kingdom Sales office and distribution center, as well as golf club assembly and golf ball customization 156,326 Owned Helmond, The Netherlands Sales office and distribution center 69,965 Leased Victoria, Australia Sales office and distribution center, as well as golf club assembly 37,027 Leased Ontario, Canada Sales office and distribution center 102,057 Leased Randburg, South Africa Sales office and distribution center, as well as golf club assembly 25,060 Leased Yongin-shi, Korea Distribution center, golf ball customization and golf club assembly 174,982 Leased Product Testing and Fitting Centers (Golf Balls and Golf Clubs) Acushnet, Massachusetts East Coast product testing and fitting for golf balls and golf clubs 22 acres total, including multiple buildings that total 19,492 square feet Owned Oceanside, California West Coast product testing and fitting for golf balls and golf clubs (Titleist Performance Institute) 30 acres total, including multiple buildings that total 40,600 square feet Owned Tokyo, Japan Golf club testing, sales and education (Titleist Performance Institute) 33,491 Leased (1) Facility size represents square footage of the building, unless otherwise noted.
Removed
(2) The joint venture ceased production at this facility in January 2025.
Removed
In the opinion of our management, our properties are adequate and suitable for our business as presently conducted and are adequately maintained. 40 Table of Contents

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

12 edited+2 added−2 removed10 unchanged
Biggest changeName Age Position David Maher 57 President and Chief Executive Officer Sean Sullivan 57 Executive Vice President and Chief Financial Officer Mary Lou Bohn 64 President, Titleist Golf Balls Steven Pelisek 64 President, Titleist Golf Clubs John (Jay) Duke, Jr. 56 President, Titleist Golf Gear Christopher Lindner 56 President, FootJoy Roland Giroux 64 Executive Vice President, Chief Legal Officer and Corporate Secretary Brendan Reidy 47 Executive Vice President, Chief People Officer Roger Czuchra 55 Executive Vice President, Chief Technology and Digital Officer Nicholas Mohamed 49 Vice President, Corporate Controller and Principal Accounting Officer David Maher , 57, joined the Company in 1991 and was appointed President and Chief Executive Officer in January 2018.
Biggest changeName Age Position David Maher 58 President and Chief Executive Officer Sean Sullivan 58 Executive Vice President and Chief Financial Officer Mary Lou Bohn 65 President, Titleist Golf Balls Steven Pelisek 65 President, Titleist Golf Clubs John (Jay) Duke, Jr. 57 President, Golf Gear Christopher Lindner 57 President, FootJoy Tessa Judge 42 Executive Vice President, Chief Legal Officer and Corporate Secretary Brendan Reidy 48 Executive Vice President, Chief People Officer Roger Czuchra 56 Executive Vice President, Chief Technology and Digital Officer Nicholas Mohamed 50 Vice President, Corporate Controller and Principal Accounting Officer David Maher , 58, joined the Company in 1991 and was appointed President and Chief Executive Officer in January 2018.
Duke also spent time earlier in his career working for Morgan Stanley’s Investment Banking Division and in general management positions with Reebok International Ltd. Mr. Duke holds a B.A. in Economics and History from Boston College and an M.B.A. from Duke University. Christopher Lindner, 56, joined the Company and was appointed President, FootJoy in 2016.
Duke also spent time earlier in his career working for Morgan Stanley’s Investment Banking Division and in general management positions with Reebok International Ltd. Mr. Duke holds a B.A. in Economics and History from Boston College and an M.B.A. from Duke University. Christopher Lindner, 57, joined the Company and was appointed President, FootJoy in 2016.
From October 2016 to June 2023, Mr. Sullivan served on the Company’s board of directors. Mr. Sullivan holds an M.B.A. from Columbia Business School and a B.B.A. in Accounting from the University of Notre Dame. Mary Lou Bohn, 64, joined the Company in 1987 and was appointed President, Titleist Golf Balls in 2016. Prior to that, Ms.
From October 2016 to June 2023, Mr. Sullivan served on the Company’s board of directors. Mr. Sullivan holds an M.B.A. from Columbia Business School and a B.B.A. in Accounting from the University of Notre Dame. Mary Lou Bohn, 65, joined the Company in 1987 and was appointed President, Titleist Golf Balls in 2016. Prior to that, Ms.
Prior to that, Mr. Mohamed served as Senior Finance Executive of Media General, Inc. in 2015, as Vice President, Controller of LIN Media LLC from 2009 to 2014 and as Director, Finance Mergers and Acquisitions at Sensata Technologies, Inc. from 2007 to 2008. Mr. Mohamed holds a B.S. in Accounting from Georgetown University. 42 Table of Contents PART II
Prior to that, Mr. Mohamed served as Senior Finance Executive of Media General, Inc. in 2015, as Vice President, Controller of LIN Media LLC from 2009 to 2014 and as Director, Finance Mergers and Acquisitions at Sensata Technologies, Inc. from 2007 to 2008. Mr. Mohamed holds a B.S. in Accounting from Georgetown University. 41 Table of Contents PART II
Duke was Vice President and Global Franchise Leader for Hasbro - Transformers Global Brand from 2012-2014, President of Karhu Holdings BV from 2008-2012, and held senior general management and strategy positions with 41 Table of Contents Converse Inc. (a subsidiary of Nike, Inc.). Mr.
Duke was Vice President and Global Franchise Leader for Hasbro - Transformers Global Brand from 2012-2014, President of Karhu Holdings BV from 2008-2012, and held senior general management and strategy positions with 40 Table of Contents Converse Inc. (a subsidiary of Nike, Inc.). Mr.
Nicholas Mohamed , 49, joined the Company in April 2023 and was appointed Vice President, Controller and Principal Accounting Officer in June 2023. Prior to joining the Company, Mr. Mohamed served as the Global Controller of Converse, Inc. from February 2021 to April 2023. From 2016 through February 2021, Mr. Mohamed was Converse, Inc.’s Global Accounting Director.
Nicholas Mohamed , 50, joined the Company in April 2023 and was appointed Vice President, Controller and Principal Accounting Officer in June 2023. Prior to joining the Company, Mr. Mohamed served as the Global Controller of Converse, Inc. from February 2021 to April 2023. From 2016 through February 2021, Mr. Mohamed was Converse, Inc.’s Global Accounting Director.
Sean Sullivan, 57, joined the Company and was appointed Executive Vice President and Chief Financial Officer in June 2023. Prior to joining the Company, Mr. Sullivan served as the Executive Vice President and Chief Financial Officer of SiriusXM Holdings, Inc., a position he held since October 2020. Prior to joining SiriusXM Holdings, Inc., Mr.
Sean Sullivan, 58, joined the Company and was appointed Executive Vice President and Chief Financial Officer in June 2023. Prior to joining the Company, Mr. Sullivan served as the Executive Vice President and Chief Financial Officer of SiriusXM Holdings, Inc., a position he held since October 2020. Prior to joining SiriusXM Holdings, Inc., Mr.
Steven Pelisek, 64, joined the Company in 1993 and was appointed President, Titleist Golf Clubs in 2016. Prior to that, Mr. Pelisek held positions at the Company of General Manager, Titleist Golf Clubs and Vice President, Club Sales for both the Titleist and Cobra golf club brands. In addition, Mr.
Steven Pelisek, 65, joined the Company in 1993 and was appointed President, Titleist Golf Clubs in 2016. Prior to that, Mr. Pelisek held positions at the Company of General Manager, Titleist Golf Clubs and Vice President, Club Sales for both the Titleist and Cobra golf club brands. In addition, Mr.
Brendan Reidy, 47, joined the Company in January 2019 and was appointed Executive Vice President, Chief People Officer in February 2021. Prior to that, Mr. Reidy was the Company’s Senior Vice President, Chief Human Resources Officer from January 2019 to February 2021.
Brendan Reidy, 48, joined the Company in January 2019 and was appointed Executive Vice President, Chief People Officer in February 2021. Prior to that, Mr. Reidy was the Company’s Senior Vice President, Chief Human Resources Officer from January 2019 to February 2021.
Pelisek has held both Marketing and Field Sales positions with the Company and with Lynx Golf. Mr. Pelisek holds a B.S. in Engineering and an M.S. in Civil Engineering, both from the University of Maryland. John (Jay) Duke, Jr., 56, joined the Company and was appointed President, Titleist Golf Gear in 2014. Prior to joining the Company, Mr.
Pelisek has held both Marketing and Field Sales positions with the Company and with Lynx Golf. Mr. Pelisek holds a B.S. in Engineering and an M.S. in Civil Engineering, both from the University of Maryland. John (Jay) Duke, Jr., 57, joined the Company and was appointed President, Golf Gear in 2014. Prior to joining the Company, Mr.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Executive Officers Set forth below is information concerning the Company’s executive officers as of February 27, 2025.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Executive Officers Set forth below is information concerning the Company’s executive officers as of February 27, 2026.
Roger Czuchra, 55, joined the Company in November 2022 and was appointed Executive Vice President, Chief Technology and Digital Officer. Prior to joining the Company, Mr.
Roger Czuchra, 56, joined the Company in November 2022 and was appointed Executive Vice President, Chief Technology and Digital Officer. Prior to joining the Company, Mr.
Removed
Roland Giroux, 64, joined the Company in 2000 and was appointed Executive Vice President, Chief Legal Officer and Corporate Secretary in July 2021. Prior to that, Mr. Giroux held a number of positions with the Company, most recently as Vice President and Associate General Counsel beginning in 2017. Prior to joining the Company, Mr.
Added
Tessa Judge, 42, joined the Company in December 2025 and was appointed Executive Vice President, Chief Legal Officer and Corporate Secretary in January 2026. Prior to joining the Company, Ms. Judge was Chief Legal Officer and Secretary of Helen of Troy Limited from August 2018 to November 2025. Prior to Helen of Troy, Ms.
Removed
Giroux was Counsel for Fortune Brands, Inc. and worked at Chadbourne and Parke LLP in the Corporate and Project Finance practice groups. Mr. Giroux holds a B.S. in Chemical Engineering from Rensselaer Polytechnic Institute, an M.B.A. from Long Island University and a J.D. from Pace University.
Added
Judge worked as an attorney at the international law firm of Akin Gump Strauss Hauer & Feld LLP for seven years. Ms. Judge holds a B.A. in Political Science from the University of Texas at El Paso and a J.D. from the University of Texas at Austin.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−4 removed4 unchanged
Biggest changeThe following table provides information relating to the Company’s purchase of common stock for the fourth quarter of 2024: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (1) (in thousands) October 1, 2024 - October 31, 2024 172,500 $ 62.40 172,500 $ 221,391 November 1, 2024 - November 30, 2024 134,337 69.28 134,337 212,084 December 1, 2024 - December 31, 2024 136,030 72.83 136,030 202,177 Total 442,867 $ 67.69 442,867 _____________________________________________________________________________ (1) On June 14, 2024, in connection with our share repurchase program, we entered into an agreement with Magnus to purchase from Magnus an equal amount of our common stock as we purchase on the open market over the period of time from July 1, 2024 through December 31, 2024, up to an aggregate of $62.5 million, at the same weighted average per share price.
Biggest changeThe following table provides information relating to the Company’s purchase of common stock for the fourth quarter of 2025: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) October 1, 2025 - October 31, 2025 — $ — — $ 264,660 November 1, 2025 - November 30, 2025 146,208 80.86 146,208 252,838 December 1, 2025 - December 31, 2025 144,723 84.19 144,723 240,654 Total 290,931 $ 82.52 290,931 ITEM 6.
The graph assumes that $100 was invested on December 31, 2019 in each of our common stock, the S&P 500 Index, and the S&P 500 Consumer Durables & Apparel Index and that all dividends were reinvested.
The graph assumes that $100 was invested on December 31, 2020 in each of our common stock, the S&P 500 Index, and the S&P 500 Consumer Durables & Apparel Index and that all dividends were reinvested.
Dividend Policy We paid a total of $54.3 million, $52.5 million and $52.2 million in dividends on our common stock during the years ended December 31, 2024, 2023 and 2022, respectively.
Dividend Policy We paid a total of $56.2 million, $54.3 million and $52.5 million in dividends on our common stock during the years ended December 31, 2025, 2024 and 2023, respectively.
Performance Graph Set forth below is a graph comparing the cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Index and the S&P 500 Consumer Durables & Apparel Index for the period commencing December 31, 2019 through December 31, 2024. Index data was furnished by FactSet.
Performance Graph Set forth below is a graph comparing the cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Index and the S&P 500 Consumer Durables & Apparel Index for the period commencing December 31, 2020 through December 31, 2025. Index data was furnished by FactSet.
For a description of the restrictions on our ability to pay dividends under our debt agreements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” Item 7 of Part II to this report, and “Notes to Consolidated Financial Statements – Note 11 – Debt and Financing Arrangements,” Item 8 of Part II to this report. 43 Table of Contents Issuer Purchases of Equity Securities On February 15, 2024, our board of directors authorized us to repurchase up to an additional $300.0 million of our issued and outstanding common stock under our previously disclosed share repurchase program.
For a description of the restrictions on our ability to pay dividends under our debt agreements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” Item 7 of Part II to this report, and “Notes to Consolidated Financial Statements – Note 11 – Debt and Financing Arrangements,” Item 8 of Part II to this report. 42 Table of Contents Issuer Purchases of Equity Securities On February 13, 2025, our board of directors authorized us to repurchase up to an additional $250.0 million of our issued and outstanding common stock under our previously disclosed share repurchase program, bringing the total authorization up to $1.25 billion since the program was established in June 2018.
On February 21, 2025, the last reported sales price of our common stock on the NYSE was 65.82 per share and there were ten record holders of our common stock.
On February 20, 2026, the last reported sales price of our common stock on the NYSE was $102.17 per share and there were eleven record holders of our common stock.
Comparison of Cumulative Total Returns 31-Dec-19 31-Dec-20 31-Dec-21 31-Dec-22 31-Dec-23 31-Dec-24 Acushnet Holdings Corp. $100.00 $127.18 $168.75 $137.18 $207.15 $236.09 S&P 500 $100.00 $118.40 $152.39 $124.79 $157.59 $197.02 S&P 500 Consumer Durables & Apparel $100.00 $120.19 $147.06 $103.89 $123.22 $115.95 Recent Sales of Unregistered Securities None.
Comparison of Cumulative Total Returns 31-Dec-20 31-Dec-21 31-Dec-22 31-Dec-23 31-Dec-24 31-Dec-25 Acushnet Holdings Corp. $100.00 $132.69 $107.86 $162.88 $185.64 $211.10 S&P 500 $100.00 $128.71 $105.40 $133.10 $166.40 $196.16 S&P 500 Consumer Durables & Apparel $100.00 $122.35 $86.44 $102.52 $96.47 $88.64 Recent Sales of Unregistered Securities None.
Removed
On February 13, 2025, our board of directors authorized us to repurchase up to an additional $250.0 million of our issued and outstanding common stock under our share repurchase program, bringing the total authorization up to $1.25 billion since the program was established in June 2018.
Removed
In relation to this agreement, the Company recorded a share repurchase liability of $62.5 million to purchase an additional 935,907 shares of common stock from Magnus as of December 31, 2024.
Removed
In addition, on December 17, 2024, we entered into a new agreement with Magnus to purchase from Magnus an equal amount of our common stock as we purchase on the open market over the period of time from January 2, 2025 through June 30, 2025, up to an aggregate of $62.5 million, at the same weighted average per share price.
Removed
See “Notes to Consolidated Financial Statements – Note 16 – Common Stock,” Item 8 of Part II to this report, for a description of our Magnus share repurchase agreements.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

99 edited+30 added−41 removed60 unchanged
Biggest changeIn addition, the years ended December 31, 2024 and 2023, include other gains, losses or costs added back for purposes of calculating Adjusted EBITDA as defined in our credit agreement. 50 Table of Contents Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 Net sales by reportable segment is summarized as follows: Year ended Constant Currency December 31, Increase/(Decrease) Increase/(Decrease) (in millions) 2024 2023 $ change % change $ change % change Golf balls $ 786.5 $ 761.7 $ 24.8 3.3 % $ 30.2 4.0 % Golf clubs 721.3 658.7 62.6 9.5 % 68.4 10.4 % Titleist golf equipment 1,507.8 1,420.4 87.4 6.2 % 98.6 6.9 % FootJoy golf wear 574.6 590.0 (15.4) (2.6) % (11.9) (2.0) % Golf gear 232.1 222.6 9.5 4.3 % 11.3 5.1 % Net sales information by region is summarized as follows: Year ended Constant Currency December 31, Increase/(Decrease) Increase/(Decrease) (in millions) 2024 2023 $ change % change $ change % change United States $ 1,446.8 $ 1,350.0 $ 96.8 7.2 % $ 96.8 7.2 % EMEA 320.9 314.7 6.2 2.0 % 1.3 0.4 % Japan 134.0 149.4 (15.4) (10.3) % (5.2) (3.5) % Korea 291.0 301.8 (10.8) (3.6) % 0.3 0.1 % Rest of World 264.4 266.1 (1.7) (0.6) % 0.7 0.3 % Total net sales $ 2,457.1 $ 2,382.0 $ 75.1 3.2 % $ 93.9 3.9 % Segment operating income by reportable segment is summarized as follows: Year ended December 31, Increase/(Decrease) (in millions) 2024 2023 $ change % change Titleist golf equipment $ 273.9 $ 250.8 $ 23.1 9.2 % FootJoy golf wear 25.0 17.8 7.2 40.4 % Golf gear 25.8 19.5 6.3 32.3 % Net Sales For the year ended December 31, 2024, net sales increased 3.2%, or 3.9% on a constant currency basis, compared to the year ended December 31, 2023, primarily driven by higher sales volumes in Titleist golf equipment and Golf gear and higher average selling prices in FootJoy golf wear and Golf gear, partially offset by a sales volume decline in FootJoy golf wear.
Biggest changeIn addition, the years ended December 31, 2025, 2024 and 2023, include other gains, losses or costs added back for purposes of calculating Adjusted EBITDA as defined in our credit agreement. 50 Table of Contents Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Net sales by reportable segment is summarized as follows: Year ended Constant Currency December 31, Increase/(Decrease) Increase/(Decrease) (in millions) 2025 2024 $ change % change $ change % change Golf balls $ 821.0 $ 786.5 $ 34.5 4.4 % $ 34.8 4.4 % Golf clubs 775.2 721.3 53.9 7.5 % 53.4 7.4 % Titleist golf equipment 1,596.2 1,507.8 88.4 5.9 % 88.2 5.8 % FootJoy golf wear 569.9 574.6 (4.7) (0.8) % (4.0) (0.7) % Golf gear 244.9 232.1 12.8 5.5 % 12.9 5.6 % Net sales information by region is summarized as follows: Year ended Constant Currency December 31, Increase/(Decrease) Increase/(Decrease) (in millions) 2025 2024 $ change % change $ change % change United States $ 1,523.3 $ 1,446.8 $ 76.5 5.3 % $ 76.5 5.3 % EMEA 356.8 320.9 35.9 11.2 % 24.9 7.8 % Japan 131.1 134.0 (2.9) (2.2) % (4.1) (3.1) % Korea 275.5 291.0 (15.5) (5.3) % (3.3) (1.1) % Rest of World 272.0 264.4 7.6 2.9 % 10.2 3.9 % Total net sales $ 2,558.7 $ 2,457.1 $ 101.6 4.1 % $ 104.2 4.2 % Segment operating income by reportable segment is summarized as follows: Year ended December 31, Increase/(Decrease) (in millions) 2025 2024 $ change % change Titleist golf equipment $ 244.9 $ 273.9 $ (29.0) (10.6) % FootJoy golf wear 28.5 25.0 3.5 14.0 % Golf gear 35.7 25.8 9.9 38.4 % Net Sales For the year ended December 31, 2025, net sales increased 4.1%, or 4.2% on a constant currency basis, compared to the year ended December 31, 2024.
Working capital at any specific point in time is subject to many variables, including seasonality and inventory management, the timing of cash receipts and payments, vendor payment terms and fluctuations in foreign exchange rates.
At any specific point in time, working capital is subject to many variables, including seasonality and inventory management, the timing of cash receipts and payments, vendor payment terms and fluctuations in foreign exchange rates.
Projected benefit obligations are measured using various actuarial assumptions, such as discount rate, rate of compensation increase, mortality rate, turnover rate and health care cost trend rates, as determined at each year end measurement date.
Projected benefit obligations are measured using various actuarial assumptions, such as discount rates, rate of compensation increase, mortality rates, turnover rates and health care cost trend rates, as determined at each year end measurement date.
Recently Issued Accounting Standards We have reviewed all recently issued accounting standards and have determined that, other than as disclosed in “Notes to Consolidated Financial Statements – Note 2 – Summary of Significant Accounting Policies”, Item 8 of Part II to this report, such accounting standards will not have a significant impact on our consolidated financial statements or otherwise do not apply to our operations. 60 Table of Contents
Recently Issued Accounting Standards We have reviewed all recently issued accounting standards and have determined that, other than as disclosed in “Notes to Consolidated Financial Statements – Note 2 – Summary of Significant Accounting Policies”, Item 8 of Part II to this report, such accounting standards will not have a significant impact on our consolidated financial statements or otherwise do not apply to our operations. 57 Table of Contents
This credit agreement also includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations to be immediately due and payable. As of December 31, 2024, we were in compliance with all covenants under our credit agreement.
This credit agreement also includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations to be immediately due and payable. As of December 31, 2025, we were in compliance with all covenants under our credit agreement.
(4) For the year ended December 31, 2024, includes the non-cash benefit of $17.7 million associated with the PTO Policy Change.
For the year ended December 31, 2024, includes the non-cash benefit of $17.7 million associated with the PTO Policy Change.
Off‑Balance Sheet Arrangements As of December 31, 2024, other than as discussed above, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Off‑Balance Sheet Arrangements As of December 31, 2025, other than as discussed above, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
As of December 31, 2024, we were in compliance with all covenants under the indenture. See "Notes to Consolidated Financial Statements- Note 11- Debt and Financing Arrangements," Item 8 of Part II to this report, for a description of our debt and financing arrangements.
As of December 31, 2025, we were in compliance with all covenants under the Indenture. See "Notes to Consolidated Financial Statements- Note 11- Debt and Financing Arrangements," Item 8 of Part II to this report, for a description of our debt and financing arrangements.
In relation to this initiative, we incurred restructuring charges of $18.0 million during the year ended December 31, 2024, as described in “Notes to Consolidated Financial Statements – Note 23 – Restructuring Costs,” Item 8 of Part II to this report.
In relation to this initiative, we incurred restructuring charges of $18.0 million during the year ended December 31, 2024, as described in “Notes to Consolidated Financial Statements – Note 24 – Restructuring Costs,” Item 8 of Part II to this report.
As of December 31, 2024, we had a valuation allowance on certain net operating loss and tax credit carryforwards based on our assessment that it is more likely than not that the deferred tax assets will not be recognized.
As of December 31, 2025, we had a valuation allowance on certain net operating loss and tax credit carryforwards based on our assessment that it is more likely than not that the deferred tax assets will not be recognized.
We also use Adjusted EBITDA margin on a consolidated basis, which measures our Adjusted EBITDA as a percentage of net sales, because our management uses it to evaluate the effectiveness of our business strategies, assess our consolidated operating performance and make decisions regarding pricing of our products, go-to-market execution and costs to incur across our business.
We also use Adjusted EBITDA margin on a consolidated basis, which measures our Adjusted EBITDA as a percentage of net sales, because our management uses it to evaluate the effectiveness of our business strategies, assess our consolidated operating performance and make decisions regarding pricing of our products, go-to-market execution and costs to 48 Table of Contents incur across our business.
For each of the three years ended December 31, 2024, approximately 80% of our cost of goods sold incurred by our subsidiaries in regions outside of the United States were denominated in U.S. dollars.
For each of the three years ended December 31, 2025, approximately 80% of our cost of goods sold incurred by our subsidiaries in regions outside of the United States were denominated in U.S. dollars.
In general, however, because of this seasonality, a larger portion of our sales and profitability generally occurs during the first half of the year. 46 Table of Contents Cyclicality Our sales can also be affected by the launch timing of new products. Product introductions generally stimulate sales as the golf retail channel takes on inventory of new products.
In general, however, because of this seasonality, a larger portion of our sales and profitability generally occurs during the first half of the year. Cyclicality Our sales can also be affected by the launch timing of new products. Product introductions generally stimulate sales as the golf retail channel takes on inventory of new products.
Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 A review of our cash flow activities for the year ended December 31, 2023 as compared to the year ended December 31, 2022 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Annual Report for the year ended December 31, 2023, which was filed with the SEC on February 29, 2024, and is incorporated herein by reference.
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 A review of our cash flow activities for the year ended December 31, 2024 as compared to the year ended December 31, 2023 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Annual Report for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025, and is incorporated herein by reference.
We have repatriated, and intend to repatriate, funds to the United States from time to time to satisfy domestic liquidity needs arising in the ordinary course of business. 56 Table of Contents Macroeconomic factors could impact our results of operations in ways we cannot currently predict.
We have repatriated, and intend to repatriate, funds to the United States from time to time to satisfy domestic liquidity needs arising in the ordinary course of business. Macroeconomic factors could impact our results of operations in ways we cannot currently predict.
Consumers may reduce or postpone purchases of our products as a result of shifts in consumer spending habits as well as during periods when economic uncertainty increases, disposable income is lower, or during periods of actual or perceived unfavorable economic conditions. Demographic Factors Golf is a recreational activity that requires time and money.
Consumers may reduce or postpone purchases of our products as a result of shifts in consumer spending habits as well as during periods when economic uncertainty increases, disposable income is lower, or during periods of actual or perceived unfavorable economic conditions. Demographic Factors Golf is a recreational activity that requires both time and financial resources.
Decreasing the discount rates by 100 basis points would have increased the projected benefit obligations of our pension and other postretirement benefit plan by approximately $30.2 million and $0.9 million, respectively, for the year ended December 31, 2024.
Decreasing the discount rates by 100 basis points would have increased the projected benefit obligations of our pension and other postretirement benefit plan by approximately $27.2 million and $0.9 million, respectively, for the year ended December 31, 2025.
As of December 31, 2024 and 2023, the cumulative valuation allowance against deferred tax assets was $40.8 million and $34.0 million, respectively. We are subject to income taxes in the U.S. and foreign jurisdictions. We account for uncertain tax positions using a more likely than not threshold for recognizing and resolving uncertain tax matters.
As of December 31, 2025 and 2024, the cumulative valuation allowance against deferred tax assets was $36.5 million and $40.8 million, respectively. We are subject to income taxes in the U.S. and foreign jurisdictions. We account for uncertain tax positions using a more likely than not threshold for recognizing and resolving uncertain tax matters.
In each of the three years ended December 31, 2024, over 40% of our net sales and approximately 30% of our total operating expenses (which amounts represent substantially all of the operating expenses incurred by our subsidiaries in regions outside of the United States) were denominated in foreign currencies.
In each of the three years ended December 31, 2025, over 40% of our net sales and over 25% of our total operating expenses (which amounts represent substantially all of the operating expenses incurred by our subsidiaries in regions outside of the United States) were denominated in foreign currencies.
Decreasing the discount rate by 100 basis points would increase net periodic pension cost by approximately $0.8 million and increase other postretirement benefit cost by approximately $0.2 million for the year ended December 31, 2024.
Decreasing the discount rate by 100 basis points would increase net periodic pension cost by approximately $1.2 million and increase other postretirement benefit cost by approximately $0.1 million for the year ended December 31, 2025.
Capital Expenditures and Other Investments During the year ended December 31, 2024, we invested $74.6 million for capital expenditures. Capital expenditures in 2025 are expected to be approximately $85.0 million, although actual amounts may vary depending upon a variety of factors, including the timing of certain capital project implementations and receipt of capital purchases due to supply chain challenges.
Capital Expenditures and Other Investments During the year ended December 31, 2025, we invested $74.3 million in capital expenditures. Capital expenditures in 2026 are expected to be approximately $95.0 million, although actual amounts may vary depending upon a variety of factors, including the timing of certain capital project implementations and receipt of capital purchases due to supply chain challenges.
Additionally, see "Risk Factors - Risks Related to Our Indebtedness", Item 1A of Part I to this report, for further discussion surrounding the risks and uncertainties related to our debt and financing arrangements. Dividends and Share Repurchase Program During the year ended December 31, 2024, we paid dividends on our common stock of $54.3 million to our shareholders.
Additionally, see "Risk Factors - Risks Related to Our Indebtedness", Item 1A of Part I to this report, for further discussion surrounding the risks and uncertainties related to our debt and financing arrangements. 54 Table of Contents Dividends and Share Repurchase Program During the year ended December 31, 2025, we paid dividends on our common stock of $56.2 million to our shareholders.
Until 2024, the majority of our FootJoy footwear was manufactured in a facility in Fuzhou, China, owned by a joint venture in which we have a 40% interest, with the remaining 60% owned by our long‑standing Taiwan-based supply partners.
Until 2024, the majority of our FootJoy footwear was manufactured in a facility in Fuzhou, China, owned by Acushnet Lionscore Limited ("Lionscore"), a joint venture in which we have a 40% interest, with the remaining 60% owned by Myre, our long‑standing Taiwan-based supply partner.
In addition, during the year ended December 31, 2024, we invested $12.6 million for capitalized implementation costs associated with the implementation of a new global cloud-based ERP platform as part of our plans to integrate our operations and enhance our supply chain and finance capabilities.
In addition, during the year ended December 31, 2025, we invested $38.2 million in capitalized implementation costs associated with the implementation of a new global cloud-based ERP platform as part of our plans to integrate our operations and enhance our supply chain and finance capabilities.
Additional implementation activities are expected to continue in phases by geographic region over the next three years. The global ERP platform implementation spending comprises both capitalized costs and operating expenses. The operating expenses associated with the deployment of the global ERP platform represent incremental transformation costs above the normal ongoing level of spending on information technology to support our operations.
Additional implementation activities are expected to continue in phases by geographic region over the next several years. The global ERP platform implementation spending comprises both capitalized costs and operating expenses. The operating expenses represent costs directly related to the deployment of the global ERP platform above the normal ongoing level of spending on information technology to support our operations.
Foreign Currency Net sales generated in regions outside of the United States represented approximately 40-50% of our net sales in each of the three years ended December 31, 2024.
Foreign Currency Net sales generated in regions outside of the United States represented over 40% of our net sales in each of the three years ended December 31, 2025.
The measurement of net periodic benefit cost is based on various actuarial assumptions, including discount rate, expected return on plan assets and rate of compensation increase, which are determined as of the prior year measurement date. Our actuarial assumptions are reviewed on an annual basis and modified when appropriate.
The measurement of net periodic benefit cost is based on various actuarial assumptions, including discount rate, expected return on plan assets and rate of compensation increase, which are determined as of the prior year measurement date.
In 2025, we expect to invest approximately $15.0 million to $20.0 million in capitalized implementation costs associated with this global ERP platform.
In 2026, we expect to invest approximately $25.0 million in capitalized implementation costs associated with this global ERP platform.
Our net periodic benefit cost related to our pension and other postretirement benefit plans is calculated using weighted average discount rates of 4.93% and 4.92%, respectively, for the year ended December 31, 2024.
Our net periodic benefit cost related to our pension and other postretirement benefit plans is calculated using weighted average discount rates of 5.57% and 5.54%, respectively, for the year ended December 31, 2025.
During the first quarter of 2025, our board of directors declared a dividend of $0.235 per share of common stock to shareholders of record as of March 7, 2025, which is payable on March 21, 2025.
During the first quarter of 2026, our board of directors declared a dividend of $0.255 per share of common stock to shareholders of record as of March 6, 2026, which is payable on March 20, 2026.
Paid Time Off (“PTO”) Policy Change : As part of our continued efforts to attract and retain key talent, we modified our U.S. employee PTO policy during the fourth quarter of 2024 to more closely align with industry benchmarks.
See “Risk Factors,” Item 1A of Part I to this report, for additional information. Paid Time Off (“PTO”) Policy Change : As part of our continued efforts to attract and retain key talent, we modified our U.S. employee PTO policy during the fourth quarter of 2024 to more closely align with industry benchmarks.
Golf Gear Segment Net sales in our Golf gear segment increased 5.0%, or 6.5% on a constant currency basis, for the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was primarily driven by higher sales volumes across all product categories, except gloves, and higher average selling prices across all product categories.
Golf Gear Segment Net sales in our Golf gear segment increased 5.5%, or 5.6% on a constant currency basis, for the year ended December 31, 2025 compared to the year ended December 31, 2024, driven by higher average selling prices across all product categories.
In general, we launch: • drivers and fairways in the third or fourth quarter of even‑numbered years, which typically results in an increase in sales of drivers and fairways during such quarters because retailers take on initial supplies of these products as stock inventory, with increased sales generated by such new products continuing the following spring and summer of odd‑numbered years; • hybrids in the first or second quarter of odd-numbered years, with the majority of sales generated by such new products occurring in the spring, summer and fall of odd‑numbered years; • irons in the third or fourth quarter of odd‑numbered years, with the majority of sales generated by such new products occurring in the following spring and summer of even‑numbered years because a higher percentage of our new irons as compared to our drivers and fairways are sold through on a custom fit basis and the spring and summer is when golfers tend to make such custom fit purchases; • Vokey Design wedges in the first quarter of even‑numbered years, with the majority of sales generated by such new products occurring in the spring and summer of such even‑numbered years; and • Scotty Cameron putters in the first quarter, with Super Select models launched in odd-numbered years and Phantom X models launched in even-numbered years, with the majority of sales generated by such new products occurring in the spring and summer of the year in which they are launched.
In general, we launch: • drivers and fairways in the second quarter of even‑numbered years, which typically results in an increase in sales of drivers and fairways in the ensuing months because retailers take on initial supplies of these products as stock inventory as well as increase custom fitting activity of these new products, with increased sales continuing into the following spring and summer of odd‑numbered years; • hybrids in the first or second quarter of odd-numbered years, with the majority of sales generated by such new products occurring in the spring, summer and fall of odd‑numbered years; • irons in the second quarter of odd‑numbered years, which typically results in an increase in sales of irons in the ensuing months because retailers take on initial supplies of these products as stock inventory as well as increase custom fitting activity of these new products, with increased sales continuing into the following spring and summer of even-numbered years; • Vokey Design wedges in the first quarter of even‑numbered years, with the majority of sales generated by such new products occurring in the spring and summer of such even‑numbered years; and • Scotty Cameron putters in the first quarter, with Super Select models launched in odd-numbered years and Phantom X models launched in even-numbered years, with the majority of sales generated by such new products occurring in the spring and summer of the year in which they are launched.
(2) For the years ended December 31, 2024 and 2023, includes $11.0 million and $1.9 million related to our information technology optimization. (3) For the years ended December 31, 2024 and 2023, includes $3.4 million and $10.3 million related to our distribution optimization.
(3) For the years ended December 31, 2024 and 2023, includes $3.4 million and $10.3 million, respectively, related to our distribution optimization.
We anticipate that global rounds of golf played will remain resilient in 2025, driven by golfer demographics, dedicated golfers and continued participation. 45 Table of Contents Economic Conditions Our products are recreational in nature and are therefore discretionary purchases for consumers.
We anticipate that the number of rounds played will remain resilient in 2026, driven by an increased number of dedicated golfers and continued participation. Economic Conditions Our products are recreational in nature and are therefore discretionary purchases for consumers.
We generally launch new Titleist golf club models on a two‑year cycle using the following product launch cycle. At present, we anticipate continuing to use this product launch cycle going forward because we believe it aligns our launches with the purchase habits of dedicated golfers.
At present, we anticipate continuing to use this product launch cycle going forward because we believe it aligns our launches with the purchase habits of dedicated golfers.
Year ended December 31, (in thousands) 2024 2023 2022 Net sales $ 2,457,091 $ 2,381,995 $ 2,270,336 Cost of goods sold 1,269,364 1,261,958 1,221,647 Gross profit 1,187,727 1,120,037 1,048,689 Operating expenses: Selling, general and administrative 801,600 755,671 702,878 Research and development 67,841 64,839 56,393 Intangible amortization 14,024 14,222 7,885 Income from operations 304,262 285,305 281,533 Interest expense, net 52,637 41,288 13,269 Other expense, net 1,958 2,417 8,829 Income before income taxes 249,667 241,600 259,435 Income tax expense 47,825 42,993 54,351 Net income 201,842 198,607 205,084 Less: Net loss (income) attributable to noncontrolling interests 12,456 (178) (5,806) Net income attributable to Acushnet Holdings Corp. $ 214,298 $ 198,429 $ 199,278 Adjusted EBITDA: Net income attributable to Acushnet Holdings Corp. $ 214,298 $ 198,429 $ 199,278 Interest expense, net 52,637 41,288 13,269 Income tax expense 47,825 42,993 54,351 Depreciation and amortization 55,888 51,356 41,706 Share-based compensation 30,792 29,709 24,083 Restructuring costs (1) 18,549 705 — Transformation costs (2) (3) 14,404 12,236 — Other (4) (17,489) (756) (85) Net (loss) income attributable to noncontrolling interests (12,456) 178 5,806 Adjusted EBITDA $ 404,448 $ 376,138 $ 338,408 Adjusted EBITDA margin 16.5 % 15.8 % 14.9 % ___________________________________ (1) For the year ended December 31, 2024, includes $18.0 million related to our supply chain optimization.
Year ended December 31, (in thousands) 2025 2024 2023 Net sales $ 2,558,730 $ 2,457,091 $ 2,381,995 Cost of goods sold 1,337,476 1,269,364 1,261,958 Gross profit 1,221,254 1,187,727 1,120,037 Operating expenses: Selling, general and administrative 833,419 801,600 755,671 Research and development 76,506 67,841 64,839 Intangible amortization 11,901 14,024 14,222 Income from operations 299,428 304,262 285,305 Interest expense, net 58,288 52,637 41,288 Loss on debt extinguishment 16,970 — — Other (income) expense, net (15,356) 1,958 2,417 Income before income taxes 239,526 249,667 241,600 Income tax expense 52,366 47,825 42,993 Net income 187,160 201,842 198,607 Less: Net loss (income) attributable to noncontrolling interests 1,385 12,456 (178) Net income attributable to Acushnet Holdings Corp. $ 188,545 $ 214,298 $ 198,429 Adjusted EBITDA: Net income attributable to Acushnet Holdings Corp. $ 188,545 $ 214,298 $ 198,429 Interest expense, net 58,288 52,637 41,288 Loss on debt extinguishment 16,970 — — Income tax expense 52,366 47,825 42,993 Depreciation and amortization 55,292 55,888 51,356 Share-based compensation 28,580 30,792 29,709 Restructuring costs (1) 16,824 18,549 705 Transformation costs (2) (3) 12,327 14,404 12,236 Other (4) (17,401) (17,489) (756) Net (loss) income attributable to noncontrolling interests (1,385) (12,456) 178 Adjusted EBITDA $ 410,406 $ 404,448 $ 376,138 Adjusted EBITDA margin 16.0 % 16.5 % 15.8 % ___________________________________ (1) For the year ended December 31, 2025, includes $13.7 million related to the VBR program.
Cash Flows The following table presents the major components of net cash flows from operating, investing and financing activities for the periods indicated: Year ended December 31, (in thousands) 2024 2023 2022 Cash flows from: Operating activities $ 245,108 $ 371,827 $ (67,787) Investing activities (74,624) (101,486) (140,222) Financing activities (179,683) (264,725) (8,584) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (3,177) 915 (6,180) Net (decrease) increase in cash, cash equivalents and restricted cash $ (12,376) $ 6,531 $ (222,773) Cash Flows from Operating Activities The decrease in cash provided by operating activities for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily related to changes in working capital, as well as a decrease in deferred income tax expense.
Cash Flows The following table presents the major components of net cash flows from operating, investing and financing activities for the periods indicated: Year ended December 31, (in thousands) 2025 2024 2023 Cash flows from: Operating activities $ 194,370 $ 245,108 $ 371,827 Investing activities (74,342) (74,624) (101,486) Financing activities (124,823) (179,683) (264,725) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 1,824 (3,177) 915 Net (decrease) increase in cash, cash equivalents and restricted cash $ (2,971) $ (12,376) $ 6,531 Cash Flows from Operating Activities The decrease in cash provided by operating activities for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily driven by an increase in investments in our global ERP platform as well as an increase in cash used to fund other working capital requirements.
The increase in Rest of World was due to higher net sales in Titleist golf equipment, primarily golf clubs, partially offset by lower net sales 51 Table of Contents in FootJoy golf wear, primarily footwear.
In Japan, the decrease was primarily due to lower net sales in FootJoy golf wear, largely in the footwear and apparel product categories, 51 Table of Contents partially offset by higher net sales in Titleist golf equipment, driven by golf balls.
Debt and Financing Arrangements As of December 31, 2024, we had $542.4 million of availability under our multi-currency revolving credit facility after giving effect to $2.9 million of outstanding letters of credit. Additionally, we had $47.5 million available under certain local credit facilities of our subsidiaries.
As of December 31, 2025, we had $514.7 million of availability under our multi-currency revolving credit facility after giving effect to $4.0 million of outstanding letters of credit. Additionally, we had $37.8 million available under certain local credit facilities of our subsidiaries.
The demand for golf-related products in general, and golf balls in particular, is directly related to the number of golf participants and the number of rounds of golf being played by these participants.
The demand for golf-related products in general, and golf balls in particular, is directly related to the number of golf participants and the number of rounds of golf being played by these participants. The game of golf remained in high demand in 2025, with the number of on-course golf participants in the U.S. increasing for the eighth consecutive year.
As of December 31, 2024, we had $51.4 million of unrestricted cash and cash equivalents (including $9.9 million attributable to our FootJoy golf shoe VIE). As of December 31, 2024, approximately 95.0% of our total unrestricted cash and cash equivalents was held by subsidiaries in regions outside of the United States, including our FootJoy golf shoe VIE.
As of December 31, 2025, we had $48.7 million of unrestricted cash and cash equivalents. As of December 31, 2025, 95.4% of our total unrestricted cash and cash equivalents was held by subsidiaries in regions outside of the United States.
Such assets arise because of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as from net operating losses and tax credit carryforwards.
Income Taxes Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as from net operating losses and tax credit carryforwards.
As a result of this change, we recognized a non-cash benefit of $17.7 million during the year ended December 31, 2024. 48 Table of Contents Key Performance Measures We use various financial metrics to measure and evaluate our business, including, among others: (i) net sales on a constant currency basis, (ii) Adjusted EBITDA on a consolidated basis, (iii) Adjusted EBITDA margin on a consolidated basis and (iv) segment operating income (loss).
Key Performance Measures We use various financial metrics to measure and evaluate our business, including, among others: (i) net sales on a constant currency basis, (ii) Adjusted EBITDA on a consolidated basis, (iii) Adjusted EBITDA margin on a consolidated basis and (iv) segment operating income (loss).
Net sales in regions outside of the United States decreased 1.0%, or increased 1.9% on a constant currency basis. Net sales increased in Rest of World, partially offset by decreases in Korea and EMEA, on a constant currency basis. The increase in Rest of World was due to net sales increases across all reportable segments, primarily in Titleist golf equipment.
Net sales in regions outside the United States increased 2.5%, or 2.7% on a constant currency basis, driven by increases in EMEA and Rest of World, partially offset by decreases in Japan and Korea. In EMEA and Rest of World, the increases were driven by higher net sales across all reportable segments.
Recent Developments Distribution Optimization : In 2023, we opened a new customization and distribution center in Lakeville, Massachusetts. This facility is representative of our commitment to providing leading services and the highest quality distribution experience.
As a result of this change, we recognized a non-cash benefit of $17.7 million during the year ended December 31, 2024. Distribution Optimization : In 2023, we opened a new customization and distribution center in Lakeville, Massachusetts. This facility is representative of our commitment to providing leading services and the highest quality distribution experience.
Additionally, our net periodic benefit cost related to our pension plans is calculated using an expected return on plan assets of 3.75% for the year ended December 31, 2024.
Additionally, our net periodic benefit cost related to our pension plans is calculated using an expected return on plan assets of 4.52% for the year ended December 31, 2025. Decreasing the expected return on plan assets by 100 basis points would increase net periodic pension benefit cost by approximately $1.6 million for the year ended December 31, 2025.
The increase in Titleist golf equipment was primarily driven by higher sales volumes and higher average selling prices of our latest generation Pro V1 and Pro V1x golf balls, T-Series irons and Scotty Cameron Super Select putters, as well as higher sales volumes associated with the launch of our TSR hybrids, partially offset by lower sales volumes of second model year SM9 wedges.
The increase in Titleist golf equipment was primarily driven by higher average selling prices in golf clubs and higher sales volumes of our 2025 Pro V1 golf ball models, GT hybrids and our latest generation T-Series irons. These increases were partially offset by lower sales volumes of second model year drivers, wedges, and performance model golf balls.
This increase was partially offset by lower sales volumes of hybrids and irons. Operating income in our Titleist golf equipment segment increased $23.1 million, or 9.2%, compared to the prior year period. The increase in operating income resulted from higher gross profit of $55.1 million, partially offset by higher operating expenses of $32.4 million.
Operating income in our Golf gear segment increased $9.9 million, or 38.4%, compared to the prior year period. The increase in operating income resulted from higher gross profit of $13.3 million partially offset by higher operating expenses of $3.4 million.
Because these subsidiaries incur substantially all of their cost of goods sold in currencies that are different from the currencies in which they generate substantially all of their sales, we are exposed to transaction risk attributable to fluctuations in such exchange rates, which can impact the gross profit of these subsidiaries. 47 Table of Contents In an effort to protect against adverse fluctuations in foreign exchange rates and minimize foreign currency transaction risk, we take an active approach to currency hedging, which includes among other things, entering into various foreign exchange forward contracts, with the primary goal of providing earnings and cash flow stability.
In an effort to protect against adverse fluctuations in foreign exchange rates and minimize foreign currency transaction risk, we take an active approach to currency hedging, which includes among other things, entering into various foreign exchange forward contracts, with the primary goal of providing earnings and cash flow stability.
Contractual Obligations Our principal contractual obligations and commitments consist of long term debt obligations, interest on debt obligations (including unused commitment fees related to our multi-currency revolving credit facility), operating and finance lease obligations, purchase obligations and pension and other postretirement benefit obligations. 58 Table of Contents See "Notes to Consolidated Financial Statements-Note 11-Debt and Financing Arrangements", "Note 4-Leases", "Note 22-Commitments and Contingencies" and "Note 14-Pension and Other Postretirement Benefits" in Item 8 of Part II of this Annual Report for more information on the nature and timing of obligations for debt, leases, purchase obligations and pension and postretirement benefit plans, respectively.
See "Notes to Consolidated Financial Statements-Note 11-Debt and Financing Arrangements", "Note 4-Leases" and "Note 14-Pension and Other Postretirement Benefits" in Item 8 of Part II of this Annual Report for more information on the nature and timing of obligations for debt, leases and pension and postretirement benefit plans, respectively.
Our projected benefit obligations related to our pension and other postretirement benefit plans are valued using weighted‑average discount rates of 5.57% and 5.54%, respectively, for the year ended December 31, 2024.
Our actuarial assumptions are reviewed on an annual basis and modified when appropriate. 56 Table of Contents Our projected benefit obligations related to our pension and other postretirement benefit plans are valued using weighted‑average discount rates of 5.43% and 5.19%, respectively, for the year ended December 31, 2025.
Cash Flows from Financing Activities The decrease in cash used in financing activities for the year ended December 31, 2024 as compared to the year ended December 31, 2023 was primarily driven by a decrease in purchases of common stock, offset in part by as a decrease in net proceeds from borrowings.
Cash Flows from Investing Activities Cash used in investing activities for the year ended December 31, 2025 was consistent with the year ended December 31, 2024 driven by steady capital expenditure levels. 55 Table of Contents Cash Flows from Financing Activities The decrease in cash used in financing activities for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily driven by an increase in net proceeds from borrowings, offset in part by an increase in purchases of common stock, as well as costs paid in connection with our 2025 Debt Refinancing.
The increase in FootJoy golf wear was primarily due to higher sales volumes in footwear and higher average selling prices in apparel, partially offset by lower sales volumes in golf gloves.
The increase in Titleist golf equipment was primarily due to the higher sales volumes and higher average selling prices discussed previously, partially offset by higher manufacturing costs. The increase in FootJoy golf wear was primarily driven by the higher average selling prices and a favorable shift in product mix, partially offset by lower sales volumes discussed previously.
In EMEA, the increase was due to higher net sales in Titleist golf equipment, partially offset by lower net sales in FootJoy golf wear, primarily footwear, and lower net sales of products that are not allocated to one of our three reportable segments.
These increases were partially offset by lower net sales in FootJoy golf wear, primarily due to lower sales volumes in footwear, partially offset by higher average selling prices across all product categories. An increase in net sales of products that are not allocated to one of our three reportable segments also contributed to the change in net sales.
Consumers are generally more willing to spend their time and money on golf and golf products when economic conditions are favorable and when consumers feel confident and prosperous.
Consumers are generally more willing to make discretionary purchases of golf products when economic conditions are favorable and when 44 Table of Contents consumers feel confident and prosperous.
Fluctuations in foreign currency exchange rates may positively or negatively affect our reported financial results and can significantly affect period‑over‑period comparisons. A strengthening of the U.S. dollar relative to our foreign currencies could materially adversely affect our business, financial condition and results of operations.
Fluctuations in foreign currency exchange rates may positively or negatively affect our reported financial results and can significantly affect period‑over‑period comparisons.
In connection with this strategic initiative, during the years ended December 31, 2024 and 2023, we incurred expenses of $11.0 million and $1.9 million, respectively. In addition, we invested $12.6 million for capitalized implementation costs associated with the integration, configuration and customization of this new global ERP platform during the year ended December 31, 2024.
In addition, we invested $38.2 million and $12.6 million for capitalized implementation costs associated with the integration, configuration and customization of this new global ERP platform during the years ended December 31, 2025 and 2024, respectively. We anticipate spending approximately $30 million to $35 million in total during 2026 related to the deployment of the new global ERP platform.
This increase was driven primarily by higher sales volumes in Titleist golf equipment and Golf gear and was partially offset by a sales volume decline in FootJoy golf wear, primarily in footwear. A decline in sales volume of products that are not allocated to one of our three reportable segments also contributed to the change in net sales.
The increase in Golf gear was primarily driven by higher average selling prices across all product categories. An increase in net sales of products that are not allocated to one of our three reportable segments also contributed to the change in net sales.
Operating income in our FootJoy golf wear segment decreased $21.9 million, or 55.2% compared to the prior year period. The decrease in operating income resulted from lower gross profit of $21.4 million.
Operating income in our FootJoy golf wear segment increased $3.5 million, or 14.0% compared to the prior year period. The increase in operating income resulted from higher gross profit of $4.2 million, partially offset by higher operating expenses of $0.7 million.
Lower operating expenses were primarily the result of a decrease of $3.7 million in selling expense, largely due to lower retail commission expense in Korea, partially offset by an increase of $2.2 million in administrative expense. These operating expense changes include a non-cash benefit of $2.6 million related to the PTO Policy Change.
Higher operating expenses were primarily a result of an increase of $1.7 million in selling expense, partially offset by a decrease of $1.0 million in advertising and promotion expenses. These operating expense changes include the impact of the $2.6 million benefit recognized during the year ended December 31, 2024 related to the PTO Policy Change.
FootJoy Golf Wear Segment Net sales in our FootJoy golf wear segment decreased 3.4%, or 2.0% on a constant currency basis, for the year ended December 31, 2023 compared to the year ended December 31, 2022. The decrease was primarily due to a sales volume decrease in footwear partially offset by sales volume increase in apparel.
FootJoy Golf Wear Segment Net sales in our FootJoy golf wear segment decreased 0.8%, or 0.7% on a constant currency basis, for the year ended December 31, 2025 compared to the year ended December 31, 2024, due to lower sales volumes, primarily in footwear, partially offset by higher average selling prices across all product categories.
Segment Results Titleist Golf Equipment Segment Net sales in our Titleist golf equipment segment increased 6.2%, or 6.9% on a constant currency basis, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Segment Results Titleist Golf Equipment Segment Net sales in our Titleist golf equipment segment increased 5.9%, or 5.8% on a constant currency basis, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by higher average selling prices in golf clubs and higher sales volumes of our 2025 Pro V1 golf ball models.
These increases were partially offset by lower sales volumes of second model year SM9 wedges. Operating income in our Titleist golf equipment segment increased $37.1 million, or 17.4%, compared to the prior year period. The increase in operating income resulted from higher gross profit of $87.7 million, partially offset by higher operating expenses of $50.6 million.
Operating income in our Titleist golf equipment segment decreased $29.0 million, or 10.6%, compared to the prior year period. The decrease in operating income resulted from higher operating expenses of $39.4 million partially offset by an increase in gross profit of $10.4 million.
These consolidated financial statements include the accounts of Acushnet Holdings Corp. and Acushnet Company, including its wholly-owned subsidiaries and less than wholly-owned subsidiaries, which include a VIE in which Acushnet Company is the primary beneficiary. The Company conducts substantially all of its business through Acushnet Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
These consolidated financial statements include the accounts of Acushnet Holdings Corp. and Acushnet Company, including Acushnet Company's wholly-owned subsidiaries and less than wholly-owned subsidiaries, which include variable interest entities (“VIE”) in which Acushnet Company is the primary beneficiary.
The increase in net sales in the United States was primarily as a result of increases of $103.0 million in Titleist golf equipment, $8.2 million in FootJoy golf wear and $6.7 million in Golf gear.
The increase in net sales in the United States was primarily driven by increases in Titleist golf equipment of $60.8 million and in Golf gear of $9.4 million.
Research and Development R&D expenses increased $8.4 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily as a result of increases to support new product introductions and employee-related expenses.
Research and Development Research and development ("R&D") expenses increased $8.7 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily as a result of additional expenses to support next generation product introductions, as well as the impact of the $2.0 million benefit recognized during the year ended December 31, 2024 related to the PTO Policy Change.
Interest Expense, net Interest expense, net increased $28.0 million for the year ended December 31, 2023 compared to the year ended December 31, 2022. This increase was primarily due to an increase in borrowings, as well as an increase in interest rates for the year ended December 31, 2023.
Interest Expense, net Interest expense, net increased $5.7 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to an increase in borrowings, offset in part by a decrease in interest rates.
During 2024, FootJoy shifted footwear production volume from Fuzhou, China to a third-party facility located in Long An Province, Vietnam, which is operated by an affiliate of certain members of the same group of Taiwan-based supply partners.
During 2024, FootJoy shifted footwear production volume from Fuzhou, China to the Long An Facility in Vietnam, which is operated by an affiliate of Myre. FootJoy subsequently ceased production at Lionscore's Fuzhou, China facility in January 2025.
The remaining change in gross profit was due to lower sales volumes of products not allocated to one of our three reportable segments. The increase in gross margin was primarily due to the lower inbound freight costs.
An increase in gross profit of products not allocated to one of our three reportable segments also contributed to the change in gross profit.
The decrease in Japan was due to lower net sales in FootJoy golf wear, primarily footwear, in products that are not allocated to one of our three reportable segments and in Golf gear. These decreases were partially offset by higher net sales in Titleist golf equipment, driven by golf clubs.
In Korea, the decrease was largely due to lower net sales in FootJoy golf wear, primarily in the footwear and apparel product categories, and Golf gear, partially offset by higher net sales in Titleist golf equipment, largely due to golf clubs.
We anticipate spending approximately $30 million to $35 million in total during 2025 related to deployment of the new global ERP platform. Supply Chain Optimization : We continue to progress towards our objective of establishing a more resilient supply chain for our FootJoy footwear.
Supply Chain Optimization : We continue to progress towards our objective of establishing a more resilient supply chain for our FootJoy footwear.
The increase in advertising and promotional expenses was primarily related to higher professional tour expenses and new product launches, largely in Titleist golf equipment. The increase in selling expense was primarily due to higher employee-related expenses, partially offset by lower retail commission expense in Korea.
The increase in advertising and promotion expenses was primarily in Titleist golf equipment to support new product launches. The increase in administrative expense was primarily due to higher information technology-related expenses.
The increase in administrative expense was due to increased employee-related expenses partially offset by lower information technology-related expenses. SG&A also includes a decrease of $7.9 million in foreign currency transaction losses, offset in part by a decrease in gains on foreign exchange forward contracts of $3.4 million.
SG&A expenses also include a $2.7 million decrease in expense related to our distribution optimization, as well as a $6.2 million decrease in foreign currency transaction losses, offset in part by a $4.7 million increase in losses on foreign exchange forward contracts.
Beyond the gen x and baby boomer generations, promising developments in golf include the generational shift resulting from millennial and gen z golfers making their marks at both professional and amateur levels and the increase in the number of juniors (ages 6-17) who play golf in recent years.
Beyond the gen x and baby boomer cohorts, promising developments include a generational shift in golfer demographics fueled by millennial and gen z golfers making their marks at both professional and amateur levels, as well as a notable rise in junior participation among players ages 6–17.
The increase in gross profit was primarily due to the higher sales volumes discussed previously, as well as a non-cash benefit of $5.8 million related to the PTO Policy Change.
The increase in gross profit was primarily driven by the higher sales volumes and higher average selling prices as discussed previously. This increase was partially offset by incremental tariff costs and higher manufacturing costs, as well as the impact of the $5.8 million benefit recognized during the year ended December 31, 2024 related to the PTO Policy Change.
The increase in operating income resulted from higher gross profit of $10.6 million, partially offset by higher operating expenses of $4.1 million. The increase in gross profit was largely due to the higher net sales discussed previously and lower cost of customization, partially offset by higher distribution expense.
Gross profit increased largely due to the higher average selling prices and lower distribution costs discussed previously, partially offset by incremental tariff costs. Higher operating expenses were primarily a result of an increase of $1.5 million in selling expense.
As of December 31, 2024, our board of directors had authorized us to repurchase up to an aggregate of $1.0 billion of our issued and outstanding common stock. On March 14, 2024, we entered into an agreement with Magnus Holdings Co., Ltd.
As of December 31, 2025, our board of directors had authorized us to repurchase up to an aggregate of $1.25 billion of our issued and outstanding common stock since the share repurchase program was established in 2018.
We expect to rely on cash flows from operations and borrowings under our multi-currency revolving credit facility and local credit facilities as our primary sources of liquidity. Our liquidity is impacted by our level of working capital, which is cyclical as a result of the general seasonality of our business.
Additionally, f rom time to time, we may make strategic investments to complement our products, technologies or businesses, which could impact our liquidity needs. We expect to rely on cash flows from operations and borrowings under our multi-currency revolving credit facility and local credit facilities as our primary sources of liquidity.
On February 13, 2025, our board of directors authorized us to repurchase up to an additional $250.0 million of our issued and outstanding common stock, bringing the total authorization up to $1.25 billion since the share repurchase program was established in 2018. 57 Table of Contents See “Notes to Consolidated Financial Statements-Note 16-Common Stock,” Item 8 of Part II to this report, for a description of our share repurchase program and Magnus share repurchase agreements.
As of December 31, 2025, we had $240.7 million remaining under the current share repurchase authorization. See “Notes to Consolidated Financial Statements-Note 16-Common Stock,” Item 8 of Part II to this report, for a description of our share repurchase program and Magnus share repurchase agreements.

… 90 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+2 added−0 removed15 unchanged
Biggest changeThe same sensitivity analysis for changes in the fair value of our foreign exchange forward contracts as of December 31, 2023, indicated that if the U.S. dollar uniformly weakened by 10% against all currencies covered by our contracts, the net settlement asset of $2.4 million would decrease by $15.2 million resulting in a net settlement liability of $12.8 million.
Biggest changeThe sensitivity analysis of changes in the fair value of our foreign exchange forward contracts outstanding as of December 31, 2025, while not predictive in nature, indicated that the net settlement asset of $1.2 million would decrease by $18.9 million resulting in a net settlement liability of $17.7 million if the U.S. dollar uniformly weakened by 10% against all currencies covered by our contracts.
Commodity Risk We are exposed to commodity price and availability risks with respect to certain materials and components used by us, our suppliers and our manufacturers, including polybutadiene, zinc diacrylate, urethane and ionomers for the manufacturing of our golf balls, titanium and steel for our golf clubs, leather and synthetic fabrics for our golf shoes, golf gloves, golf gear and golf apparel, and resin and other petroleum‑based materials for a number of our products.
Commodity Risk We are exposed to commodity price and availability risks with respect to certain materials and components used by us, our suppliers and our manufacturers, including polybutadiene, zinc diacrylate, urethane and ionomers for the manufacturing of our golf balls, tungsten, titanium and steel for our golf clubs, leather and synthetic fabrics for our golf shoes, golf gloves, golf gear and golf apparel, and resin and other petroleum‑based materials for a number of our products.
In the future, higher inflationary environments, including increased raw material and other input costs, could materially impact our business, results of operations, financial position and cash flows. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See the Index to Consolidated Financial Statements and financial statements commencing on page F‑1, which are incorporated herein by reference. ITEM 9.
In the future, sustained and higher inflationary environments, including increased raw material and other input costs, could materially impact our business, results of operations, financial position and cash flows. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See the Index to Consolidated Financial Statements and financial statements commencing on page F‑1, which are incorporated herein by reference. ITEM 9.
Our floating rate debt requires payments based on a variable interest rate index. Increases in interest rates may reduce our net income by increasing the cost of our debt. From time to time we enter into interest rate swap contracts to reduce our interest rate risk.
Our floating rate debt requires payments based on a variable interest rate index. Increases in interest rates may reduce our net income by increasing the cost of our debt. From time to time we may enter into interest rate swap contracts to reduce our interest rate risk related to floating rate debt.
We do not enter into derivative financial instrument contracts for trading or speculative purposes. 61 Table of Contents We performed a sensitivity analysis to assess potential changes in the fair value of our foreign exchange forward contracts relating to a hypothetical movement in foreign currency exchange rates.
We do not enter into derivative financial instrument contracts for trading or speculative purposes. 58 Table of Contents We performed a sensitivity analysis to assess potential changes in the fair value of our foreign exchange forward contracts relating to a hypothetical movement in foreign currency exchange rates.
The same sensitivity analysis for movement in variable interest rates as of December 31, 2023, indicated that a one percentage point increase in the interest rate applied to these borrowings as of December 31, 2023 would have resulted in an increase of $2.6 million in our annual pre-tax interest expense.
The same sensitivity analysis for movement in variable interest rates as of December 31, 2024, indicated that a one percentage point increase in the interest rate applied to these borrowings as of December 31, 2024 would have resulted in an increase of $3.2 million in our annual pre-tax interest expense.
The sensitivity analysis of changes in the fair value of our foreign exchange forward contracts outstanding as of December 31, 2024, while not predictive in nature, indicated that the net settlement asset of $7.9 million would decrease by $14.3 million resulting in a net settlement liability of $6.4 million if the U.S. dollar uniformly weakened by 10% against all currencies covered by our contracts.
The same sensitivity analysis for changes in the fair value of our foreign exchange forward contracts as of December 31, 2024, indicated that if the U.S. dollar uniformly weakened by 10% against all currencies covered by our contracts, the net settlement asset of $7.9 million would decrease by $14.3 million resulting in a net settlement liability of $6.4 million.
The gross U.S. dollar equivalent notional amount of all foreign exchange forward contracts outstanding at December 31, 2023 was $209.6 million, representing a net settlement asset of $2.4 million.
The gross U.S. dollar equivalent notional amount of all foreign exchange forward contracts outstanding at December 31, 2025 was $230.7 million, representing a net settlement asset of $1.2 million.
Under these contracts, we pay fixed and receive variable rate interest, in effect converting a portion of our floating rate debt to fixed rate debt. As of December 31, 2024 and 2023, the notional value of our outstanding interest rate swap contracts was $100.0 million. Our outstanding interest rate swap contracts are due to mature on February 28, 2025.
Under such contracts, we pay fixed and receive variable rate interest, in effect converting a portion of our floating rate debt to fixed rate debt. As of December 31, 2025, there were no outstanding interest rate swap contracts. As of December 31, 2024, the notional value of the Company's outstanding interest rate swap contracts was $100.0 million.
This sensitivity analysis disregards fluctuations in balances of our outstanding variable rate indebtedness due to borrowings and repayments throughout the year. As of December 31, 2024, we had $317.6 million of outstanding indebtedness at variable interest rates after giving effect to $100.0 million of hedged floating rate indebtedness.
This sensitivity analysis disregards fluctuations in balances of our outstanding variable rate indebtedness due to borrowings and repayments throughout the year. As of December 31, 2025, we had $449.4 million of outstanding indebtedness at variable interest rates.
The sensitivity analysis, while not predictive in nature, indicated that a one percentage point increase in the interest rate applied to these borrowings as of December 31, 2024 would have resulted in an increase of $3.2 million in our annual pre-tax interest expense. As of December 31, 2023, we had $255.6 million of outstanding indebtedness at variable interest rates.
The sensitivity analysis, while not predictive in nature, indicated that a one percentage point increase in the interest rate applied to these borrowings as of December 31, 2025 would have resulted in an increase of $4.5 million in our annual pre-tax interest expense.
Added
In addition, we are subject to broader market risk that is created by the global market disruptions and uncertainties resulting from macroeconomic challenges, geopolitical events, tariffs, trade and other international disputes. See “Risk Factors,” Item 1A of Part I to this report, for additional information regarding risks associated with U.S. and foreign trade policies.
Added
As of December 31, 2024, we had $317.6 million of outstanding indebtedness at variable interest rates after giving effect to $100.0 million of hedged floating rate indebtedness.

Other GOLF 10-K year-over-year comparisons