Providence affiliate trims Callaway Golf (CALY) stake, exits above-5% holder status

Rhea-AI Filing Summary

PEP TG Investments LP, an affiliate of Providence Equity Partners, filed an amendment to report a major reduction in its stake in Callaway Golf Company. On May 21, 2026, it sold 11,175,226 shares of common stock at $15.34 per share in a Rule 144 broker-dealer transaction.

After this sale, the reporting persons collectively beneficially own only 130,064 shares of Callaway common stock, all issuable upon exercise of a warrant, representing about 0.07% of the 179,887,627 shares deemed outstanding. As a result, they ceased to be beneficial owners of more than 5% of Callaway’s stock, and this amendment is described as their final, exit filing. PEP TG Investments LP also no longer has a contractual right to nominate a Providence representative to Callaway’s board.

Insights

Equity ownership and governance analyst

Large Providence affiliate exits >5% Callaway stake via Rule 144 sale.

The amendment shows PEP TG Investments LP sold 11,175,226 Callaway shares at $15.34 per share under Rule 144, a standard exemption for resales of restricted or control securities. This significantly reduces Providence’s direct equity exposure to Callaway.

Post-transaction, the reporting group’s beneficial ownership is limited to 130,064 shares issuable upon a warrant, about 0.07% of the 179,887,627 shares of common stock deemed outstanding as of April 30, 2026. The filing states they are no longer beneficial owners of more than five percent of Callaway’s outstanding securities.

The amendment also notes that PEP TG Investments LP no longer has a right to nominate a Providence designee to Callaway’s board. Subsequent company filings may provide more detail on any broader relationship changes, but this document primarily records the ownership reduction and governance right change.

Key Figures

Shares sold: 11,175,226 shares Sale price: $15.34 per share Remaining warrant shares: 130,064 shares +4 more

7 metrics

Shares sold 11,175,226 shares Common stock sold on May 21, 2026 under Rule 144

Sale price $15.34 per share Price for Callaway common stock in the Rule 144 transaction

Remaining warrant shares 130,064 shares Common stock issuable upon exercise of the warrant held post-sale

Outstanding shares used for calculation 179,887,627 shares Common stock deemed outstanding including warrant shares for percentage

Reported ownership percentage 0.07% Beneficial ownership of Outstanding Common Stock after the sale

Shares outstanding reference 179,757,563 shares Shares outstanding as of April 30, 2026 per Q1 2026 Form 10-Q

More-than-5% status Ceased on May 21, 2026 Date reporting persons fell below 5% beneficial ownership threshold

Key Terms

Rule 144, Schedule 13D, beneficial owner, Warrant, +2 more

6 terms

Rule 144 regulatory

"sold 11,175,226 shares of Common Stock at $15.34 per share pursuant to Rule 144 in a standard broker-dealer transaction"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Schedule 13D regulatory

"This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on originally filed by the Reporting Persons"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial owner financial

"each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding securities of Issuer"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Warrant financial

"130,064 shares of Common Stock issuable upon the exercise in full of the Warrant"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Outstanding Common Stock financial

"130,064 shares of Common Stock subject to the Warrant (such sum, the "Outstanding Common Stock")"

Outstanding common stock represents the total number of shares of a company's basic ownership that are currently held by all shareholders, including individual investors and institutions. It reflects how many pieces of the company are available to be owned, bought, or sold. This figure matters to investors because it influences the company's stock price, voting power, and how its value is divided among shareholders.

exit filing regulatory

"The filing of this Amendment No. 4 represents the final amendment to the and constitutes an exit filing for the Reporting Persons"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

05/21/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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 130,064.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 130,064.00

11

Aggregate amount beneficially owned by each reporting person

130,064.00

12

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

13

Percent of class represented by amount in Row (11)

0.07 %

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. 4, see Item 5 of this Amendment No. 4. The ownership percentage set forth herein for PEP TG Investments LP is calculated based on a total of 179,887,627 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) 179,757,563 shares of Common Stock outstanding as of April 30, 2026, as set forth in the Issuer's Form 10-Q for the quarterly period ended March 31, 2026 filed with the Securities and Exchange Commission (the "SEC") on May 8, 2026 (the "2026 Q1 10-Q"), and (ii) 130,064 shares of Common Stock issuable upon the exercise in full of the Warrant (as defined in Item 3 of the Schedule 13D).

SCHEDULE 13D

CUSIP Number(s): 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 130,064.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 130,064.00

11

Aggregate amount beneficially owned by each reporting person

130,064.00

12

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

13

Percent of class represented by amount in Row (11)

0.07 %

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. 4, see Item 5 of this Amendment No. 4. The ownership percentage set forth herein for PEP TG Investments GP LLC is calculated based on a total of 179,887,627 shares of Common Stock the Issuer deemed issued and outstanding, which includes (i) 179,757,563 shares of Common Stock outstanding as of April 30, 2026, as set forth in the Issuer's Q1 2026 10-Q, and (ii) 130,064 shares of Common Stock issuable upon the exercise in full of the Warrant (as defined in Item 3 of the Schedule 13D).

SCHEDULE 13D

CUSIP Number(s): 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 130,064.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 130,064.00

11

Aggregate amount beneficially owned by each reporting person

130,064.00

12

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

13

Percent of class represented by amount in Row (11)

0.07 %

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. 4, see Item 5 of this Amendment No. 4. The ownership percentage set forth herein for Michael Dominguez is calculated based on a total of 179,887,627 shares of Common Stock the Issuer deemed issued and outstanding, which includes (i) 179,757,563 shares of Common Stock outstanding as of April 30, 2026, as set forth in the Issuer's Q1 2026 10-Q, and (ii) 130,064 shares of Common Stock issuable upon the exercise in full of the Warrant (as defined in Item 3 of the Schedule 13D).

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. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on March 17, 2021, as amended on September 22, 2021, November 17, 2021, and January 28, 2026 (collectively with Amendment No. 4, the "Schedule 13D"). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 4 shall have the meaning assigned to such term in the Schedule 13D. As a result of the transaction described in Item 4 of this Amendment No. 4, on May 21, 2026, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding securities of Issuer. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On May 21, 2026, PEP TG Investments LP sold 11,175,226 shares of Common Stock at $15.34 per share pursuant to Rule 144 in a standard broker-dealer transaction (the "Shares Sale").
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, the beneficial ownership, with respect to each Reporting Person, disclosed on this Amendment No. 4 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) 179,887,627 shares of Common Stock outstanding as of April 30, 2026, as set forth in the 10-Q filed with the Securities and Exchange Commission on May 8, 2026, and (ii) 130,064 shares of Common Stock subject to the Warrant (such sum, the "Outstanding Common Stock"). Following the Shares Sale: * PEP TG Investments LP directly holds 130,064 shares of Common Stock subject to the Warrant, or approximately 0.07% of the Outstanding Common Stock; * 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 130,064 shares of Common Stock subject to the Warrant, or 0.07% of the Outstanding Common Stock by virtue of its position as sole general partner of PEP TG Investments LP; and * Michael Dominguez is the sole member of PEP TG Investments GP LLC. Michael Dominguez may be deemed to beneficially own 130,064 shares of Common Stock subject to the Warrant or 0.07% 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 and Michael Dominguez disclaim beneficial ownership of the securities referred to in this Schedule 13D, and the filing of this Amendment No. 4 should not be construed as an admission that any of PEP TG Investments GP LLC or Michael Dominguez is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by the Schedule 13D.
(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. 4 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 Shares Sale described in this Amendment No .4, 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)	Item 5(d) of the Schedule 13D is hereby amended and supplemented as follows: Under certain circumstances, partners and/or members of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Persons.
(e)	Item 5(e) of the Schedule 13D is hereby amended and supplemented as follows: As a result of the transaction described in Item 4 of this Amendment No. 4, on May 21, 2026, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding securities of Issuer. The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: PEP TG Investments LP no longer has a right to nominate a Providence Nominee to the Issuer's board of directors.

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:	05/26/2026

PEP TG Investments GP LLC

Signature:	/s/ Michael Dominguez
Name/Title:	Michael Dominguez, Authorized Signatory
Date:	05/26/2026

Michael Dominguez

Signature:	/s/ Michael Dominguez
Name/Title:	Michael Dominguez
Date:	05/26/2026

FAQ

What change in ownership does this Schedule 13D/A report for Callaway Golf (CALY)?

The filing reports that PEP TG Investments LP significantly reduced its Callaway Golf stake. After selling 11,175,226 shares, the reporting persons now beneficially own only 130,064 shares issuable upon a warrant, representing about 0.07% of the 179,887,627 shares of common stock deemed outstanding.

How many Callaway Golf (CALY) shares did PEP TG Investments LP sell and at what price?

PEP TG Investments LP sold 11,175,226 shares of Callaway Golf common stock at $15.34 per share. The sale was executed on May 21, 2026 as a standard broker-dealer transaction under Rule 144, which governs resales of certain restricted or control securities in the public market.

What is the remaining Callaway Golf (CALY) position of the reporting persons after this amendment?

After the sale, the reporting persons’ beneficial ownership is limited to 130,064 shares of Callaway common stock subject to a warrant. This represents approximately 0.07% of the 179,887,627 shares of common stock deemed outstanding based on Callaway’s Form 10-Q figures and the warrant shares.

Why is this Schedule 13D/A described as an exit filing for Callaway Golf (CALY)?

It is described as an exit filing because, as of May 21, 2026, each reporting person ceased to be a beneficial owner of more than 5% of Callaway’s outstanding common stock. Once ownership drops below that threshold, a final amendment is filed to update the Schedule 13D record.

How were the Callaway Golf (CALY) ownership percentages in the filing calculated?

The ownership percentages use 179,887,627 Callaway common shares as the denominator. This figure combines 179,757,563 shares outstanding as of April 30, 2026, per Callaway’s Form 10-Q, plus 130,064 shares subject to the warrant held by the reporting persons, deemed outstanding for this purpose.

What governance rights did PEP TG Investments LP lose regarding Callaway Golf (CALY)?

The amendment states that PEP TG Investments LP no longer has a right to nominate a Providence nominee to Callaway Golf’s board of directors. This indicates a contractual board nomination right tied to its prior ownership position has ended following the reduction of its stake.