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  4. [8-K] Acushnet Holdings Corp. Reports Material Event

Acushnet (NYSE: GOLF) to repurchase up to $52.5M in shares from Magnus

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Acushnet Holdings Corp. entered into a stock repurchase agreement with Magnus Holdings Co., Ltd. under its existing $1.25 billion share repurchase authorization. The company may buy up to $52.5 million of its common stock from Magnus, matching shares it repurchases in the open market or privately negotiated deals.

The price paid to Magnus will equal the average price of the company’s open‑market or privately negotiated repurchases during defined pricing periods starting on June 10, 2026. Purchases must be completed by the earlier of reaching $52.5 million in repurchases, any mutually agreed date, or September 30, 2026, and are subject to no material adverse effect on the company’s business or financial condition before each closing.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Share repurchase authorization $1.25 billion Existing share repurchase authorization referenced in agreement
Magnus repurchase cap $52.5 million Maximum aggregate value of shares Acushnet may buy from Magnus
Agreement date June 8, 2026 Date stock repurchase agreement with Magnus was signed
Pricing start date June 10, 2026 Start of first pricing period for average repurchase price
Final determination date September 30, 2026 Latest possible determination date if $52.5M not yet repurchased
material definitive agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
share repurchase authorization financial
"in connection with its existing $1.25 billion share repurchase authorization"
A share repurchase authorization is a company's official approval to buy back its own shares from the market. This signals that the company believes its stock is a good investment and can help increase the value of remaining shares by reducing how many are available. For investors, it often suggests confidence from the company and can influence the stock’s price.
privately negotiated transactions financial
"as the Company repurchases shares in the open market or privately negotiated transactions"
Privately negotiated transactions are deals made directly between parties without involving a public marketplace or open auction. They are like private sales between two individuals rather than items sold at a busy marketplace open to everyone. For investors, these transactions can offer more tailored terms and privacy, but they may also carry different risks and less transparency compared to public exchanges.
determination date regulatory
"to the first “determination date” and, in the case of any subsequent such pricing period"
material adverse effect financial
"conditioned upon no event occurring ... that ... has had a material adverse effect on the business or financial condition"
A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.
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Understanding 8-K Material Events →
0001672013falseJune 8, 202600016720132026-06-082026-06-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Form
8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): June 8, 2026
 
Acushnet Holdings Corp.
(Exact name of registrant as specified in its charter)
 
Delaware001-3793545-2644353
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)

333 Bridge StreetFairhaven,Massachusetts02719
(Address of principal executive offices)(Zip Code)
 

(800) 225‑8500
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock - $0.001 par value per shareGOLFNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company   ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐


Item 1.01 Entry into a Material Definitive Agreement.

On June 8, 2026, in connection with its existing $1.25 billion share repurchase authorization, Acushnet Holdings Corp. (the “Company”) entered into an agreement with Magnus Holdings Co., Ltd. (“Magnus”), pursuant to which the Company will purchase up to an aggregate of $52.5 million of shares of its common stock from Magnus on a share-for-share basis as the Company repurchases shares in the open market or privately negotiated transactions. The price payable to Magnus for the Company’s shares will be the average price of the shares purchased in the open market or privately negotiated transactions over the period of time from June 10, 2026 (in the case of the first such pricing period) to the first “determination date” and, in the case of any subsequent such pricing period, from the most recent preceding determination date to the next determination date. The “determination date” will be (i) commencing June 10, 2026, the date on which the Company purchases an aggregate of $52.5 million of shares of common stock, (ii) any date otherwise mutually agreed between the Company and Magnus, and (iii) September 30, 2026, if the Company has not already purchased the $52.5 million of shares of common stock. The obligations of the Company to purchase the shares and Magnus to sell the shares following each determination date are conditioned upon no event occurring since the date of the agreement that, either individually or in the aggregate, has had a material adverse effect on the business or financial condition of the Company as of each closing. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the copy of the agreement filed as Exhibit 10.1 to this Current Report on Form 8-K. For more information on Magnus’ relationship to the Company, please refer to the Company’s Definitive Proxy Statement filed on April 17, 2026.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.		Description
10.1
Stock Repurchase Agreement, dated June 8, 2026, by and between Acushnet Holdings Corp. and Magnus Holdings Co., Ltd.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 




SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ACUSHNET HOLDINGS CORP.
By:/s/ Sean Sullivan
Name:Sean Sullivan
Title:Executive Vice President, Chief Financial Officer
 
Date: June 8, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What stock repurchase agreement did Acushnet Holdings (GOLF) announce with Magnus?

Acushnet Holdings agreed to repurchase up to $52.5 million of its common stock from Magnus Holdings. The purchases mirror shares the company buys in open‑market or privately negotiated transactions, using its existing share repurchase authorization.

How does the Magnus share repurchase relate to Acushnet (GOLF)'s existing buyback authorization?

The Magnus agreement operates within Acushnet’s existing $1.25 billion share repurchase authorization. As the company repurchases shares in the market, it will buy an equivalent amount from Magnus, up to an aggregate cap of $52.5 million.

How is the share price determined for Acushnet (GOLF) repurchases from Magnus?

The price paid to Magnus equals the average price of Acushnet shares repurchased in open‑market or privately negotiated transactions during each pricing period, starting on June 10, 2026, and ending on specified determination dates.

What are the key dates in Acushnet (GOLF)'s repurchase agreement with Magnus?

Pricing periods begin on June 10, 2026. A determination date occurs when $52.5 million of shares are repurchased, on any mutually agreed date, or on September 30, 2026 if that amount has not been reached.

What conditions must be met for Acushnet (GOLF) and Magnus to close each repurchase?

Each closing requires that no event since signing has caused a material adverse effect on Acushnet’s business or financial condition. Both the company’s obligation to buy and Magnus’s obligation to sell depend on this condition being satisfied.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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