Private equity holder trims Callaway Golf (CALY) stake after 10M-share sale

Rhea-AI Filing Summary

Callaway Golf Company’s large shareholder PEP TG Investments LP amended its ownership report after a major share sale. On January 26, 2026, PEP TG Investments LP sold 10,000,000 Callaway Golf common shares at $14.70 per share in a Rule 144 broker-dealer transaction.

After this sale, PEP TG Investments LP directly holds 11,305,290 common shares, representing about 6.1% of the company’s Outstanding Common Stock. PEP TG Investments GP LLC, as general partner, and Michael Dominguez, as sole member of the GP, may each be deemed to beneficially own the same 11,305,290 shares, subject to their stated beneficial ownership disclaimers.

Insights

Equity ownership and governance analyst

Large private equity holder sells 10M Callaway shares but remains a 6.1% owner.

PEP TG Investments LP, an affiliate of Providence Equity, reported selling 10,000,000 Callaway Golf common shares at $14.70 per share under Rule 144. This is a sizable secondary sale into the market, executed via a standard broker-dealer transaction.

Following the sale, PEP TG Investments LP holds 11,305,290 shares, or about 6.1% of the Outstanding Common Stock, so it remains a significant shareholder. Control relationships are layered: PEP TG Investments GP LLC is the sole general partner, and Michael Dominguez is the sole member of that GP.

The parties expressly disclaim beneficial ownership in certain respects, which is common in private equity structures and affects how voting and economic interests are attributed under reporting rules. Future ownership updates, if any, would be reflected in subsequent beneficial ownership filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Callaway Golf Company

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

131193104

(CUSIP Number)

Sarah N. Conde
c/o Providence Equity Partners L.L.C., 50 Kennedy Plaza, 18th Floor
Providence, RI, 02903
617-553-7310

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 131193104

1

Name of reporting person

PEP TG INVESTMENTS LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,305,290.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,305,290.00

11

Aggregate amount beneficially owned by each reporting person

11,305,290.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: For all cover pages of this Amendment No. 3, see Item 5 of this Amendment No. 3. The ownership percentage set forth herein for PEP TG Investments LP is calculated based on a total of 184,013,701 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Callaway Golf Company (the "Issuer") deemed issued and outstanding, which includes (i) 183,883,637 shares of Common Stock outstanding as of October 29, 2025, as set forth in the Issuer's Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission (the "SEC") on November 6, 2025 (the "2025 Q3 10-Q"), and (ii) 130,064 shares of Common Stock issuable upon the exercise in full of the Warrant (as defined in Item 3).

SCHEDULE 13D

CUSIP No. 131193104

1

Name of reporting person

PEP TG Investments GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,305,290.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,305,290.00

11

Aggregate amount beneficially owned by each reporting person

11,305,290.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11: For all cover pages of this Amendment No. 3, see Item 5 of this Amendment No. 3. The ownership percentage set forth herein for PEP TG Investments GP LLC is calculated based on a total of 184,013,701 shares of Common Stock the Issuer deemed issued and outstanding, which includes (i) 183,883,637 shares of Common Stock outstanding as of October 29, 2025, as set forth in the Issuer's Q3 2025 10-Q, and (ii) 130,064 shares of Common Stock issuable upon the exercise in full of the Warrant (as defined in Item 3).

SCHEDULE 13D

CUSIP No. 131193104

1

Name of reporting person

Michael Dominguez

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,305,290.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,305,290.00

11

Aggregate amount beneficially owned by each reporting person

11,305,290.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 8, 10 and 11: For all cover pages of this Amendment No. 3, see Item 5 of this Amendment No. 3. The ownership percentage set forth herein for Michael Dominguez is calculated based on a total of 184,013,701 shares of Common Stock the Issuer deemed issued and outstanding, which includes (i) 183,883,637 shares of Common Stock outstanding as of October 29, 2025, as set forth in the Issuer's Q3 2025 10-Q, and (ii) 130,064 shares of Common Stock issuable upon the exercise in full of the Warrant (as defined in Item 3).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Callaway Golf Company
(c)	Address of Issuer's Principal Executive Offices: 2180 Rutherford Rd, Carlsbad, CALIFORNIA , 92008.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on March 8, 2021 (as amended by Amendment No. 1 to Schedule 13D filed on September 22, 2021 ("Amendment No. 1") and as amended by Amendment No. 2 to Schedule 13D filed on November 17, 2021 ("Amendment No. 2"), the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 3 shall have the meaning assigned to such term in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The purpose of this Amendment No. 3 is to reflect that on January 26, 2026, PEP TG Investments LP, sold 10,000,000 shares of Common Stock at $14.70 per share pursuant to Rule 144 in a standard broker-dealer transaction (the "Rule 144 Sale").
Item 5.	Interest in Securities of the Issuer
(a)	Pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, the beneficial ownership, with respect to each Reporting Person, disclosed on this Statement includes shares of Common Stock that are issuable upon exercise of the Warrant. The applicable ownership percentages are calculated, with respect to each Reporting Person, as a percentage of the sum of (i) 183,883,637 shares of Common Stock outstanding as of October 29, 2025, as set forth in the 10-Q filed with the Securities and Exchange Commission on November 6, 2025, and (ii) 130,064 shares of Common Stock subject to the Warrant (such sum, the "Outstanding Common Stock").] Following the Rule 144 Sale: o PEP TG Investments LP directly holds 11,305,290 shares of Common Stock or approximately 6.1% of the Outstanding Common Stock; o PEP TG Investments GP LLC is the sole general partner of PEP TG Investments LP. PEP TG Investments GP LLC may be deemed to beneficially own 11,305,290 shares of Common Stock or 6.1% of the Outstanding Common Stock by virtue of its position as sole general partner of PEP TG Investments LP; and o Michael Dominguez is the sole member of PEP TG Investments GP LLC. Michael Dominguez may be deemed to beneficially own 11,305,290 shares of Common Stock or 6.1% of the Outstanding Common Stock by virtue of his position as the sole member of PEP TG Investments GP LLC. PEP TG Investments GP LLC disclaims beneficial ownership of the securities referred to in this Statement, and the filing of this Statement should not be construed as an admission that PEP TG Investments GP LLC is, for the purpose of Schedule 13D or 13G of the Exchange Act, the beneficial owner of any securities covered by this Statement. Michael Dominguez disclaims beneficial ownership of the securities referred to in this Statement, and the filing of this Statement should not be construed as an admission that Michael Dominguez is, for the purpose of Schedule 13D or 13G of the Exchange Act, the beneficial owner of any securities covered by this Statement.
(b)	This Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 5(a) of this Amendment No. 3 is incorporated by reference into this Item 5(b).
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Except for the Rule 144 Sale described above, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Item 5(a).
(d)	To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.
(e)	Inapplicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PEP TG INVESTMENTS LP

Signature:	By: PEP TG Investments GP LLC its General Partner, /s/ Michael Dominguez
Name/Title:	Michael Dominguez, Authorized Signatory
Date:	01/28/2026

PEP TG Investments GP LLC

Signature:	/s/ Michael Dominguez
Name/Title:	Michael Dominguez, Authorized Signatory
Date:	01/28/2026

Michael Dominguez

Signature:	/s/ Michael Dominguez
Name/Title:	Michael Dominguez
Date:	01/28/2026

FAQ

What does Callaway Golf (CALY)’s Schedule 13D/A Amendment No. 3 report?

The amendment reports an updated ownership position for PEP TG Investments LP in Callaway Golf. It reflects a significant Rule 144 sale of 10,000,000 common shares and updates the remaining stake to 11,305,290 shares, or about 6.1% of the company’s Outstanding Common Stock.

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

PEP TG Investments LP sold 10,000,000 Callaway Golf common shares. The sale occurred on January 26, 2026 at a price of $14.70 per share under Rule 144, using a standard broker-dealer transaction structure as disclosed in the ownership amendment.

What is PEP TG Investments LP’s remaining ownership in Callaway Golf (CALY)?

After the Rule 144 sale, PEP TG Investments LP directly holds 11,305,290 Callaway Golf common shares. This position represents approximately 6.1% of the Outstanding Common Stock, based on 184,013,701 shares deemed outstanding, including shares issuable upon exercise of a warrant.

Who are the reporting persons in this Callaway Golf (CALY) Schedule 13D/A?

The reporting persons are PEP TG Investments LP, PEP TG Investments GP LLC, and Michael Dominguez. The GP is the sole general partner of the LP, and Dominguez is the sole member of the GP, creating a chain through which each may be deemed to beneficially own 11,305,290 shares.

How is the 6.1% ownership of Callaway Golf (CALY) calculated in the filing?

The 6.1% figure uses 184,013,701 Callaway Golf shares as the denominator. That total includes 183,883,637 shares outstanding as of October 29, 2025, plus 130,064 additional shares of common stock issuable upon full exercise of a specified warrant referenced in the filing.

Did PEP TG Investments report other recent Callaway Golf (CALY) transactions?

The amendment states that, apart from the disclosed Rule 144 sale of 10,000,000 shares, no other transactions in Callaway Golf common stock were effected during the past 60 days by the persons named in the beneficial ownership section of the filing.