{"schema_version":"secwatch.filing_event.v1","accession":"0000837465-26-000003","form_type":"8-K","ticker":"CALY","cik":"0000837465","company_name":"Callaway Golf Co","filed_at":"2026-01-07T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.806276+00:00","generated_at":"2026-05-16T11:28:39.888415+00:00","sec_items":["1.01","2.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Topgolf Callaway completes sale of 60% Topgolf stake; repays $1B debt, $200M buyback, name change to Callaway Golf","bullets":["Sold 60% stake in Topgolf/Toptracer to Leonard Green & Partners for ~$800M net proceeds; values Topgolf at ~$1.1B.","Repaid $1B term loan B; pro forma debt ~$480M, unrestricted cash ~$680M after close.","Board authorized $200M stock repurchase program, replacing prior program; convertible notes targeted for repayment.","Company to rename to 'Callaway Golf Company' effective ~Jan 15, 2026; ticker changes from MODG to CALY ~Jan 16.","Retains 40% stake in Topgolf with board representation, consent/consultation rights, and marketing partnership."],"urls":{"canonical":"https://secwatch.observer/filing/0000837465-26-000003","json":"https://secwatch.observer/filing/0000837465-26-000003.json","markdown":"https://secwatch.observer/filing/0000837465-26-000003.md","text":"https://secwatch.observer/filing/0000837465-26-000003.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/837465/000083746526000003/0000837465-26-000003-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/837465/000083746526000003/modg-20260101.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T11:28:39.888415+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3c2b6912ae4e1cbeca35f317a47776fc2745c762","claim":"Callaway Golf Co completed a disposition involving LGP TG Aggregator, LLC for approximately $800 million in net proceeds (closed 2026-01-01).","evidence_excerpt":"effective January 1, 2026, the Sellers completed the sale of a 60% stake in the Topgolf and Toptracer businesses for approximately $800 million in net proceeds","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/837465/000083746526000003/0000837465-26-000003-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"effective January 1, 2026, the Sellers completed the sale of a 60% stake in the Topgolf and Toptracer businesses for approximately $800 million in net proceeds","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/837465/000083746526000003/0000837465-26-000003-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"effective January 1, 2026, the Sellers completed the sale of a 60% stake in the Topgolf and Toptracer businesses for approximately $800 million in net proceeds","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/837465/000083746526000003/0000837465-26-000003-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"effective January 1, 2026, the Sellers completed the sale of a 60% stake in the Topgolf and Toptracer businesses for approximately $800 million in net proceeds","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/837465/000083746526000003/0000837465-26-000003-index.htm","comparable_excerpt":"On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001104659-26-057182","ticker":"RMIX","company_name":"Suncrete, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057182","json":"https://secwatch.observer/filing/0001104659-26-057182.json","markdown":"https://secwatch.observer/filing/0001104659-26-057182.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/tm2613866d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"effective January 1, 2026, the Sellers completed the sale of a 60% stake in the Topgolf and Toptracer businesses for approximately $800 million in net proceeds","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/837465/000083746526000003/0000837465-26-000003-index.htm","comparable_excerpt":"Mr. Owens, Ms. Owens and JAO, the “Sellers”),\nand Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration\nfor the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class\nA Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2094433/000110465926057182/0001104659-26-057182-index.htm"}},{"accession":"0001193125-26-210245","ticker":"VSEC","company_name":"VSE CORP","filed_at":"2026-05-07T23:59:59+00:00","headline":"VSE completes $2.025B acquisition of Precision Aviation Group; 2025 revenue pro forma +50%","event_type":"m_and_a","sec_items":["2.01","1.01","2.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210245","json":"https://secwatch.observer/filing/0001193125-26-210245.json","markdown":"https://secwatch.observer/filing/0001193125-26-210245.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/d115996d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"effective January 1, 2026, the Sellers completed the sale of a 60% stake in the Topgolf and Toptracer businesses for approximately $800 million in net proceeds","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/837465/000083746526000003/0000837465-26-000003-index.htm","comparable_excerpt":"On May 5, 2026, pursuant to the Purchase Agreement, VSE acquired all of the capital stock of PAG HoldCo from the Seller for an up-front consideration equal to $2.025 billion","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm"}},{"accession":"0000095953-26-000074","ticker":"ACNT","company_name":"ASCENT INDUSTRIES CO.","filed_at":"2026-05-06T23:59:59+00:00","headline":"Ascent Industries acquires Midwest Graphic/Sigma for $14M; Q1 net sales up 9% to $19.4M but adjusted EBITDA loss widens","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000095953-26-000074","json":"https://secwatch.observer/filing/0000095953-26-000074.json","markdown":"https://secwatch.observer/filing/0000095953-26-000074.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/0000095953-26-000074-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/acnt-20260504.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"effective January 1, 2026, the Sellers completed the sale of a 60% stake in the Topgolf and Toptracer businesses for approximately $800 million in net proceeds","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/837465/000083746526000003/0000837465-26-000003-index.htm","comparable_excerpt":"the Company purchased substantially all of the assets and certain specified liabilities of Seller for $14,000,000, subject to certain customary adjustments for working capital, transaction expenses, and cash, on the terms and subject to the conditions set forth in the Purchase Agreement (the “Transaction”). The Transaction closed simultaneously with the execution of the Purchase Agreement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/0000095953-26-000074-index.htm"}},{"accession":"0001493152-26-021333","ticker":"APLD","company_name":"Applied Digital Corp.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Applied Digital completes cloud business spinoff, retains ~97% of ChronoScale (CHRN)","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021333","json":"https://secwatch.observer/filing/0001493152-26-021333.json","markdown":"https://secwatch.observer/filing/0001493152-26-021333.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226021333/0001493152-26-021333-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226021333/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"effective January 1, 2026, the Sellers completed the sale of a 60% stake in the Topgolf and Toptracer businesses for approximately $800 million in net proceeds","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/837465/000083746526000003/0000837465-26-000003-index.htm","comparable_excerpt":"On May 5, 2026 (the “Closing Date”), Applied Digital Corporation, a Nevada corporation (the “Company”), completed the previously announced divestiture of its cloud business pursuant to that certain Contribution and Exchange Agreement","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144879/000149315226021333/0001493152-26-021333-index.htm"}},{"accession":"0001140361-26-018716","ticker":"GYRE","company_name":"GYRE THERAPEUTICS, INC.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Gyre Therapeutics completes $300M all-stock acquisition of Cullgen; appoints Ying Luo as CEO","event_type":"m_and_a","sec_items":["2.01","5.03","1.01","3.02","3.03","5.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-018716","json":"https://secwatch.observer/filing/0001140361-26-018716.json","markdown":"https://secwatch.observer/filing/0001140361-26-018716.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/ef20072211_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"effective January 1, 2026, the Sellers completed the sale of a 60% stake in the Topgolf and Toptracer businesses for approximately $800 million in net proceeds","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/837465/000083746526000003/0000837465-26-000003-index.htm","comparable_excerpt":"Revenue Code of 1986, as\n amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at\n approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}