[Form 4] Acushnet Holdings Corp. Insider Trading Activity

Rhea-AI Filing Summary

Walgreens Boots Alliance (WBA) has reached the decisive shareholder-approval stage of its going-private deal with Sycamore Partners-backed Blazing Star Parent. Amendment No. 4 to Schedule 13E-3 confirms that, at the 11 July 2025 special meeting, both required votes were secured: (i) a majority of all outstanding common shares and (ii) a majority of unaffiliated shares supported the Agreement and Plan of Merger dated 6 March 2025.

Key economics: Each outstanding WBA share will be converted into the right to receive (a) $11.45 in cash plus (b) one Divested Asset Proceed Right (DAP Right), whose terms are governed by a separate agreement. Treasury, parent-owned and dissenting shares are excluded.

Post-closing structure: Upon effectiveness, WBA will merge with Blazing Star Merger Sub and become a wholly-owned subsidiary of Blazing Star Parent; WBA common stock will cease public trading.

Sponsor & insider arrangements: • Long-time shareholder Stefano Pessina (through Alliance Santé entities) owns 16.8 % voting power and has signed both a Voting Agreement and a Reinvestment Agreement to roll over cash proceeds into the new private holding companies. • The board unanimously approved the deal, with Pessina and director John Lederer recused.

Next steps: With shareholder approval in hand, closing now depends on remaining customary conditions (e.g., regulatory clearances, financing draw-down) outlined in the Merger Agreement. After closing, public investors will hold no equity interest; liquidity is limited to the cash/DAP consideration.

Positive

• Shareholder approval achieved, satisfying a critical closing condition and reducing deal-completion risk.
• $11.45 per share cash payout provides certainty of value to holders upon closing.
• Insiders’ reinvestment agreement signals ongoing commitment to the business post-transaction.

Negative

• Public shares will be delisted, eliminating ongoing liquidity and market participation for current investors.
• Value of DAP Rights is uncertain; future proceeds depend on divestiture outcomes not yet quantified.

Insights

M&A Specialist

TL;DR: Shareholder nod clears $11.45-per-share cash + DAP take-private; regulatory/financing closing conditions remain.

The affirmative vote by both overall and unaffiliated shareholders satisfies the most material closing condition under the Merger Agreement. Cash consideration is fixed, limiting price risk for holders awaiting completion; the contingent DAP Right offers upside tied to asset divestiture proceeds but carries valuation uncertainty. Board recusal of related directors and dual fairness opinions (Centerview, Morgan Stanley) strengthen procedural safeguards, reducing litigation risk. Financing appears well mapped via multiple commitment letters, lowering deal-execution risk. Overall impact: moderately positive as the transaction advances toward consummation.

Portfolio Manager

TL;DR: Liquidity event locked-in; public shareholders trade equity upside for $11.45 cash plus contingent right.

For arbitrageurs, the filing removes voting uncertainty, shifting focus to spread-to-close and regulatory timeline. Income-oriented investors lose future dividend streams once shares delist. Without disclosed market-price premium data, risk-adjusted return hinges on timing and DAP Right valuation. The reinvestment by Pessina aligns insiders with post-deal value creation but eliminates minority participation. Impact on existing portfolios is neutral to slightly positive: certainty of cash exit but forfeiture of long-term public market upside.

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

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^*

Misto Holdings Corp.

(Last) (First) (Middle)

35 BOMUN-RO, SEONGBUK-GU

9F, 10F

(Street)

SEOUL M5 02873

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Acushnet Holdings Corp. [ GOLF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

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	07/10/2025		S		953,406(1)	D	$65.5633	29,523,653	I	See explanation of responses(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^*

Misto Holdings Corp.

(Last) (First) (Middle)

35 BOMUN-RO, SEONGBUK-GU

9F, 10F

(Street)

SEOUL M5 02873

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Magnus Holdings Co., Ltd.

(Last) (First) (Middle)

35 BOMUN-RO, SEONGBUK-GU

10F

(Street)

SEOUL M5 02873

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents shares sold to Acushnet Holdings Corp. pursuant to the Stock Repurchase Agreement dated December 17, 2024.

2. Magnus Holdings Co., Ltd., directly holds 29,523,653 shares. The sole shareholder of Magnus Holdings Co., Ltd. is Misto Holdings Corp. (formerly, FILA Holdings Corp.). Because of Misto Holdings Corp.'s relationship to Magnus Holdings Co., Ltd., Misto Holdings Corp. may be deemed to beneficially own the shares directly held by Magnus Holdings Co., Ltd.

3. Magnus Holdings Co., Ltd. and Misto Holdings Corp. (together, the "Reporting Persons") disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

4. Solely for the purposes of Section 16 of the Exchange Act, each of Magnus Holdings Co., Ltd. and Misto Holdings Corp. may be deemed a director-by-deputization by virtue of the fact that (i) Yoon Soo Yoon is the Chairman of the Board of Directors of Acushnet Holdings Corp. and the Chairman of Misto Holdings Corp., (ii) Keun Chang Yoon is a Director on the Board of Directors of Acushnet Holdings Corp. and is the President and Chief Executive Officer of Misto Holdings Corp. and (iii) Ho Yeon Lee is a Director on the Board of Directors of Acushnet Holdings Corp. and the CEO of Magnus Holdings Co., Ltd.

5. As a result of their roles at Misto Holdings Corp., each of Yoon Soo Yoon and Keun Chang Yoon may be deemed to be the beneficial owner and have voting and dispositive power with respect to the shares directly held by Magnus Holdings Co., Ltd. Each of Yoon Soo Yoon and Keun Chang Yoon disclaims beneficial ownership over the shares held by Magnus Holdings Co., Ltd., except to the extent of his pecuniary interest therein.

Remarks:

6. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

	/s/ Ho Yeon Lee, Chief Executive Officer, Magnus Holdings Co., Ltd. (6)	07/10/2025
	/s/ Keun Chang Yoon, Chief Executive Officer and President, Misto Holdings Corp. (6)	07/10/2025
	** 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

What did Walgreens Boots Alliance (WBA) shareholders approve on 11 July 2025?

They approved the Merger Agreement with Blazing Star Parent, clearing the path for WBA to go private.

How much will WBA investors receive per share?

Each share converts into $11.45 in cash plus one Divested Asset Proceed Right (DAP Right).

What happens to WBA stock after the merger closes?

WBA common stock will be delisted and cease trading; holders will only have the cash and DAP Right consideration.

Who are the key sponsors behind the transaction?

Private-equity firm Sycamore Partners via its Blazing Star entities, alongside investor Stefano Pessina.

Were unaffiliated shareholders required to approve the deal?

Yes. A majority of unaffiliated shares voted in favor, satisfying the unaffiliated vote condition.

What is the purpose of the DAP Right?

It entitles holders to a pro-rata share of proceeds from specified asset divestitures post-closing.