v3.25.4
Stock Plans and Share-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Shares Authorized, Available for Future Grant and Outstanding Under Each Plans
The following table presents shares authorized, available for future grant and outstanding under each of our plans as of December 31, 2025 (in millions):
Authorized
Available (1)
Outstanding
2022 Incentive Plan33.4 16.4 5.8 
Topgolf Equity Compensation Plans and Option Agreement2.7 — 0.5 
Total36.1 16.4 6.3 
(1) Includes shares subject to a full award value under the 2022 Incentive Plan’s fungible share ratio. PRSUs are counted against the share reserve based on “maximum” level of performance and may vest up to 200% of the “target” number of units, depending on the year granted and the terms of such awards.
Schedule of Stock Option Activities
The following table summarizes our stock option activities for the year ended December 31, 2025 (in millions, except per share amounts and contractual term):
OptionsNumber of
Shares
Weighted-
Average
Exercise Price
Per Share
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding at January 1, 20250.6 $29.44 
Exercised (1)
— $9.37 
Expired(0.1)$20.48 
Outstanding at December 31, 20250.5 $30.82 2.4$— 
Vested and expected to vest in the future at December 31, 20250.5 $30.82 2.4$— 
Exercisable at December 31, 20250.5 $30.82 2.4$— 
(1) A nominal number of stock options were exercised during the year ended December 31, 2025.
Schedule of Intrinsic Value and Cash Received for Option Exercises
The following table summarizes information related to intrinsic value and cash received related to option exercises for the periods presented below (in millions):
Year Ended December 31,
202520242023
Intrinsic value for options exercised (1)
$— $— $1.7 
Cash received from exercise of options (1)
$0.1 $0.1 $4.2 
(1) Intrinsic value and cash received related to option exercises were nominal during the years ended December 31, 2025 and 2024.
Schedule of Roll-Forward of Activity for Restricted Stock Units
The following table represents activity for restricted stock units, restricted stock awards, and performance-based awards for the year ended December 31, 2025 (in millions, except fair value amounts):
RSUsRSAsPRSUs
UnitsWeighted-
Average
Grant-Date
Fair Value
UnitsWeighted-
Average
Grant-Date
Fair Value
UnitsWeighted-
Average
Grant-Date
Fair Value
Unvested at January 1, 2025
1.7 $16.81 — $— 2.3 $27.85 
Granted2.9 $6.86 — $— 1.7 $8.57 
Vested(0.9)$17.14 — $— (0.5)$29.52 
Forfeited
(0.5)$9.52 — $— (0.9)$23.85 
Unvested at December 31, 2025
3.2 $8.88 — $— 2.6 $16.20 
Schedule of Roll-Forward of Activity for Restricted Stock
The following table represents activity for restricted stock units, restricted stock awards, and performance-based awards for the year ended December 31, 2025 (in millions, except fair value amounts):
RSUsRSAsPRSUs
UnitsWeighted-
Average
Grant-Date
Fair Value
UnitsWeighted-
Average
Grant-Date
Fair Value
UnitsWeighted-
Average
Grant-Date
Fair Value
Unvested at January 1, 2025
1.7 $16.81 — $— 2.3 $27.85 
Granted2.9 $6.86 — $— 1.7 $8.57 
Vested(0.9)$17.14 — $— (0.5)$29.52 
Forfeited
(0.5)$9.52 — $— (0.9)$23.85 
Unvested at December 31, 2025
3.2 $8.88 — $— 2.6 $16.20 
Schedule of Roll-Forward of Activity for Performance Shares
The following table represents activity for restricted stock units, restricted stock awards, and performance-based awards for the year ended December 31, 2025 (in millions, except fair value amounts):
RSUsRSAsPRSUs
UnitsWeighted-
Average
Grant-Date
Fair Value
UnitsWeighted-
Average
Grant-Date
Fair Value
UnitsWeighted-
Average
Grant-Date
Fair Value
Unvested at January 1, 2025
1.7 $16.81 — $— 2.3 $27.85 
Granted2.9 $6.86 — $— 1.7 $8.57 
Vested(0.9)$17.14 — $— (0.5)$29.52 
Forfeited
(0.5)$9.52 — $— (0.9)$23.85 
Unvested at December 31, 2025
3.2 $8.88 — $— 2.6 $16.20 
Schedule of Fair Value of Awards Vested and Weighted Average Grant Date Fair Value per Share
The following table summarizes fair value of awards vested and the weighted-average grant date fair value per share of awards granted during the periods presented below (in millions, except for per share amounts):
Years Ended December 31,
202520242023
RSUs:
Total fair value of RSUs vested$14.8 $19.1 $17.3 
Per share weighted-average grant date fair value of RSU grants$6.86 $13.25 $22.78 
RSAs:
Total fair value of RSAs vested$— $0.5 $1.3 
Per share weighted-average grant date fair value of RSA grants (1)
$— $— $19.60 
PRSUs:
Total fair value of PRSUs vested$13.7 $40.8 $7.8 
Per share weighted-average grant date fair value of PRSU grants$8.57 $19.01 $36.58 
(1) There were no RSAs granted during the years ended December 31, 2025 and 2024.
Schedule of Share-Based Payment Arrangement, Nonvested Award, Cost Not Yet Recognized
The following table summarizes the unamortized compensation expense, net of estimated forfeitures, of awards granted under our share-based plans as of December 31, 2025, as well as their related weighted-average remaining recognition period (in millions, except for periods):
December 31, 2025
RSUs:
Unamortized compensation expense for RSUs$15.8 
Weighted-average remaining recognition period (in years)1.8
PRSUs:
Unamortized compensation expense for PRSUs$13.4 
Weighted-average remaining recognition period (in years)1.6
Schedule of Share-Based Compensation Including Expense for Phantom Stock Units and Cash Settled Stock Appreciation Rights Granted to Employees
The table below summarizes amounts recognized for share-based compensation by award-type, net of estimated forfeitures, in our consolidated statement of operations for the periods presented (in millions):
Years Ended December 31,
202520242023
Restricted stock units$10.2 $9.8 $11.8 
Performance based restricted share unit awards 13.6 17.8 21.5 
Total share-based compensation expense, before tax23.8 27.6 33.3 
Income tax benefit(5.7)(6.6)(8.0)
Total share-based compensation expense, after tax$18.1 $21.0 $25.3 
The table below summarizes amounts recognized for share-based compensation, net of estimated forfeitures, in our consolidated statement of operations for the periods presented (in millions):
Years Ended December 31,
202520242023
Cost of sales$1.6 $1.6 $2.4 
Selling, general and administrative expenses21.8 25.5 30.7 
Research and development expenses0.4 0.5 0.2 
Share-based compensation expense, before tax23.8 27.6 33.3 
Income tax benefit(5.7)(6.6)(8.0)
Share-based compensation expense, after tax$18.1 $21.0 $25.3