SCHEDULE: Providence Equity Affiliate Sells 10M Callaway Golf Shares

PEP TG Investments LP, an affiliate of Providence Equity Partners, has reduced its stake in Callaway Golf Company by selling 10 million shares at $14.70 each.

Summary

• PEP TG Investments LP, a reporting person, sold 10,000,000 shares of Callaway Golf Company common stock.
• The sale occurred on January 26, 2026, at a price of $14.70 per share, executed pursuant to Rule 144 in a standard broker-dealer transaction.
• Following the sale, PEP TG Investments LP directly holds 11,305,290 shares, representing approximately 6.1% of the outstanding common stock.
• PEP TG Investments GP LLC and Michael Dominguez are deemed to beneficially own the same 11,305,290 shares due to their control over PEP TG Investments LP.
• The ownership percentage is calculated based on 184,013,701 shares of Common Stock deemed issued and outstanding, which includes 183,883,637 shares outstanding as of October 29, 2025, and 130,064 shares issuable upon warrant exercise.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to a significant institutional investor reducing its stake in the company. While it's a portfolio management decision for the seller, it can be interpreted by the market as a lack of confidence in the issuer's future prospects or valuation, potentially leading to downward pressure on the stock.

Positives

• The reporting person, PEP TG Investments LP, realized significant capital from the sale of 10,000,000 shares at $14.70 per share, totaling $147,000,000.

Negatives

• A significant reduction in stake by a major institutional investor (PEP TG Investments LP) could be perceived negatively by the market, potentially signaling a lack of confidence in the company's future prospects.
• The sale of 10,000,000 shares represents a substantial divestment, reducing the reporting person's beneficial ownership from an unspecified higher percentage to 6.1%.

Risks

• The reduction in ownership by a significant institutional investor may lead to increased selling pressure on Callaway Golf Company's stock.
• A large block sale could be interpreted by the market as a signal of reduced confidence in the company's long-term growth or valuation by a sophisticated investor.

Future Outlook

NA

Industry Context

The filing details a specific share sale by an institutional investor and does not provide information relating to broader industry trends or competitors.

Stakeholder Impact

• Shareholders: Existing shareholders may experience downward pressure on the stock price due to the increased supply from the large block sale and potential negative market sentiment.
• PEP TG Investments LP: The reporting person has successfully monetized a significant portion of its investment in Callaway Golf Company.

Key Dates

Recommendation

While a significant institutional investor reducing its stake can be a negative signal, this filing primarily details a specific transaction by a reporting person rather than fundamental operational or financial news from Callaway Golf Company itself. The sale could be a portfolio rebalancing decision by Providence Equity Partners. Investors should hold and monitor Callaway Golf's upcoming financial reports and strategic announcements for a more comprehensive understanding of the company's performance and outlook before making a definitive buy or sell decision.

Keywords

Callaway Golf Company, PEP TG Investments LP, Providence Equity Partners, Schedule 13D, Share Sale, Stock Divestment, Institutional Investor, Common Stock, Rule 144, Beneficial Ownership