10M Callaway Golf (CALY) shares sold by PEP TG-linked investment LP

Rhea-AI Filing Summary

PEP TG Investments LP, an entity associated with PEP TG Investments GP LLC and Michael Dominguez, sold 10,000,000 shares of Callaway Golf Company common stock in a Rule 144 transaction at $14.70 per share. Following this sale, the reporting group is shown as beneficially owning 11,175,226 shares. The filing reflects that PEP TG Investments LP holds the shares directly, while PEP TG Investments GP LLC and Michael Dominguez may be deemed to indirectly beneficially own them through their control relationships, but each disclaims beneficial ownership except to the extent of any pecuniary interest.

Insights

Insider transactions analyst

Large Rule 144 sale by a 10% holder-linked entity, with indirect ownership and disclaimer language.

The filing shows PEP TG Investments LP sold 10,000,000 shares of Callaway Golf Company common stock at $14.70 per share in a Rule 144 transaction on January 27, 2026. After the sale, 11,175,226 shares are reported as beneficially owned.

PEP TG Investments GP LLC is the sole general partner of PEP TG Investments LP, and Michael Dominguez is the sole member of that general partner. Both may be deemed to share voting and investment control, but they expressly disclaim beneficial ownership beyond any pecuniary interest.

The transaction represents activity by a reported 10% owner group rather than an individual discretionary trade. Its significance for the company’s shareholder base depends on overall share count and market trading volume, which are not specified in the provided content.

Insider Trade Summary

Net Seller: 10,000,000 shares ($147,000,000)

Net Sell 1 txn

Insider PEP TG Investments GP LLC, Dominguez Michael J

Role 10% Owner | 10% Owner

Sold 10,000,000 shs ($147.00M)

Type	Security	Shares	Price	Value
Sale	Common stock, par value $0.01 per share	10,000,000	$14.70	$147.00M

Holdings After Transaction: Common stock, par value $0.01 per share — 11,175,226 shares (Direct)

Footnotes (1)

1. Represents shares of common stock ("Common Stock") of Callaway Golf Company (the "Issuer") sold in a Rule 144 sale by PEP TG Investments LP at a price of $14.70 per share. This statement is being filed by the following Reporting Persons: PEP TG Investments LP, PEP TG Investments GP LLC and Michael Dominguez and represents shares of Common Stock directly held by PEP TG Investments LP. PEP TG Investments GP LLC is the sole general partner of PEP TG Investments LP. By virtue of such relationship, PEP TG Investments GP LLC has shared voting and investment control with respect to the securities held directly by PEP TG Investments LP, and may be deemed to indirectly beneficially own the securities directly held by PEP TG Investments LP. Michael Dominguez is the sole member of PEP TG Investments GP LLC. By virtue of such relationship, Michael Dominguez has shared voting and investment control with respect to the securities held directly by PEP TG Investments GP LLC, and may be deemed to indirectly beneficially own the securities directly held by PEP TG Investments LP. This report shall not be deemed an admission that PEP TG Investments GP LLC or Michael Dominguez is a beneficial owner of the securities held by PEP TG Investments LP, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any. Each of PEP TG Investments GP LLC and Michael Dominguez disclaims any beneficial ownership with respect to such securities, except to the extent of its respective pecuniary interest therein, if any.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PEP TG Investments GP LLC

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FLOOR

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Callaway Golf Co [ CALY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	01/27/2026		S(1)		10,000,000(1)	D	$14.7(1)	11,175,226	D(2)(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

PEP TG Investments GP LLC

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FLOOR

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Dominguez Michael J

(Last) (First) (Middle)

C/O PROVIDENCE EQUITY PARTNERS L.L.C.

50 KENNEDY PLAZA, 18TH FLOOR

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents shares of common stock ("Common Stock") of Callaway Golf Company (the "Issuer") sold in a Rule 144 sale by PEP TG Investments LP at a price of $14.70 per share.

2. This statement is being filed by the following Reporting Persons: PEP TG Investments LP, PEP TG Investments GP LLC and Michael Dominguez and represents shares of Common Stock directly held by PEP TG Investments LP.

3. PEP TG Investments GP LLC is the sole general partner of PEP TG Investments LP. By virtue of such relationship, PEP TG Investments GP LLC has shared voting and investment control with respect to the securities held directly by PEP TG Investments LP, and may be deemed to indirectly beneficially own the securities directly held by PEP TG Investments LP.

4. Michael Dominguez is the sole member of PEP TG Investments GP LLC. By virtue of such relationship, Michael Dominguez has shared voting and investment control with respect to the securities held directly by PEP TG Investments GP LLC, and may be deemed to indirectly beneficially own the securities directly held by PEP TG Investments LP.

5. This report shall not be deemed an admission that PEP TG Investments GP LLC or Michael Dominguez is a beneficial owner of the securities held by PEP TG Investments LP, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any. Each of PEP TG Investments GP LLC and Michael Dominguez disclaims any beneficial ownership with respect to such securities, except to the extent of its respective pecuniary interest therein, if any.

Remarks:

Exhibit 99.1 (Signatures and Joint Filer Information) is incorporated herein by reference.

	PEP TG INVESTMENTS GP L.L.C., by: Michael Dominguez /s/ Michael Dominguez	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Callaway Golf (CALY) shares did PEP TG Investments LP sell?

PEP TG Investments LP sold 10,000,000 shares of Callaway Golf Company common stock. The sale occurred on January 27, 2026 and was reported as a Rule 144 transaction at a price of $14.70 per share.

What price was received for the Callaway Golf (CALY) shares sold?

The 10,000,000 Callaway Golf Company shares were sold at $14.70 per share. The filing identifies this as a Rule 144 sale by PEP TG Investments LP, reflecting a large secondary transaction by a significant shareholder group.

How many Callaway Golf (CALY) shares remain after the reported sale?

After the reported transaction, the filing shows 11,175,226 shares of Callaway Golf Company common stock beneficially owned. These shares are held directly by PEP TG Investments LP, with related indirect interests described for PEP TG Investments GP LLC and Michael Dominguez.

Who are the reporting persons in this Callaway Golf (CALY) Form 4?

The Form 4 identifies PEP TG Investments LP, PEP TG Investments GP LLC, and Michael Dominguez as reporting persons. The LP holds the Callaway Golf shares directly, while the GP entity and Dominguez are described as potentially indirect beneficial owners through their control relationships.

How is Michael Dominguez related to the Callaway Golf (CALY) shareholding?

Michael Dominguez is described as the sole member of PEP TG Investments GP LLC, which is the sole general partner of PEP TG Investments LP. Through this structure, he may be deemed to share voting and investment control, but he disclaims beneficial ownership except for any pecuniary interest.

Does PEP TG Investments GP LLC claim full beneficial ownership of Callaway Golf (CALY) shares?

PEP TG Investments GP LLC may be deemed to indirectly beneficially own shares held by PEP TG Investments LP due to its general partner role. However, the filing states it does not admit beneficial ownership beyond any pecuniary interest and includes an explicit beneficial ownership disclaimer.