What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-27 compared with 2023-02-27 · 49 added, 52 removed, 149 unchanged (40% of the section changed)

16 unchanged sentences

Other Information.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

On December 7, 2023 , Andrew J.

Paul , Chief Executive Officer and member of the board of directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 750,000 shares of the Company’s common stock until December 31, 2024 .

On November 30, 2023 , Michael G.

Potter , Chief Financial Officer , modified a Rule 10b5-1 trading arrangement, originally adopted on June 16, 2023 , to change the amount of shares to be sold under the plan and timing of sales under the plan.

The modified trading arrangement (the “Potter Trading Plan”) is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for the sale of up to 200,000 shares of the Company’s common stock subject to options granted pursuant to the Company’s equity incentive plan, as well as shares of common stock subject to restricted stock units (“RSUs”) also granted pursuant to the Company’s equity incentive plan, in amounts and prices determined in accordance with formulae set forth in the plan and terminates on the earlier of the date all the shares under the plan are sold and December 31, 2024 .

The number of shares of common stock subject to RSUs previously granted to Mr.

Potter (the “RSU Shares”) to be sold pursuant to the Potter Trading Plan vest at various dates between December 1, 2023 and August 15, 2024 .

As a result, the aggregate number of RSU Shares that will be sold under the Potter Trading Plan is not yet determinable, because each of the planned sale amounts is equal to a certain percentage of the shares underlying the RSU award, that have vested pursuant to the RSU award terms, net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards.

Corsair Gaming, Inc.

| 2023 Form 10-K | 85

Disclosure Reg arding Foreign Jurisdictions That Prevent Inspections.

Not Applicable.

Directors, Executive Officers and Corporate Governance.

Corsair Gaming, Inc.

| 2023 Form 10-K | 86

Directors, Executive Off icers and Corporate Governance.

The information required by this Item that is found in our Definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our 2024 Annual Meeting of Stockholders, or the Proxy Statement, is incorporated herein by reference to our Proxy Statement.

The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Executive Compensation.

Executiv e Compensation.

The information required by this Item is incorporated herein by reference to our Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters.

The information required by this Item is incorporated herein by reference to our Proxy Statement.

1 unchanged sentence

The information required by this Item is incorporated herein by reference to our Proxy Statement.

Principal Accounting Fees and Services.

Principal Accoun ting Fees and Services.

The information required by this Item is incorporated herein by reference to our Proxy Statement.

Corsair Gaming, Inc.

| 2023 Form 10-K | 87

Exhibits and Financial Statement Schedules.

The following documents are filed as part of this Annual Report on Form 10-K:

(a) The following documents are filed as part of this Annual Report on Form 10-K:

Financial Statements

3 unchanged sentences

Incorporated by Reference

Filed Here with

Second Amended and Restated Certificate of Incorporation.

8 unchanged sentences

and Corsair Group (Cayman), LP.

September 18, 2020

November 10, 2020

Registration Rights Agreement, by and between Corsair Gaming, Inc.

29 unchanged sentences

Amendment No.

2 to First Lien Credit and Guaranty Agreement, dated as of March 29, 2018, by and among Corsair Group (Cayman), LP and certain of its subsidiaries including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto.

August 21, 2020

Second Lien Credit and Guaranty Agreement, dated as of August 28, 2017, by and among Corsair Group (Cayman), LP and certain of its subsidiaries including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto.

August 21, 2020

Amendment No.

1 to Second Lien Credit and Guaranty, dated as of October 3, 2017, by and among Corsair Group (Cayman), LP, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto.

August 21, 2020

Industrial Space Lease, dated as of August 18, 2014, by and among Corsair Memory, Inc.

and Osprey Capital Building 50, LLC.

August 21, 2020

Severance Letter Agreement, dated as July 1, 2010, by and among Corsair Memory, Inc.

and Andy Paul.

August 21, 2020

Severance Letter Agreement, dated as July 1, 2010, by and among Corsair Memory, Inc.

and Nick Hawkins.

August 21, 2020

Separation Agreement, dated April 30, 2019, by and among Corsair Memory, Inc.

and Nick Hawkins.

August 21, 2020

Offer Letter Agreement, dated October 17, 2019, by and among Corsair Gaming Inc., and Michael Potter.

August 21, 2020

Second Separation Agreement, dated November 7, 2019, by and among Corsair Memory, Inc.

and Nick Hawkins.

2 to First Lien Credit and Guaranty Agreement, dated as of March 29, 2018, by and among Corsair Group (Cayman), LP and

August 21, 2020

Corsair Gaming, Inc.

| 2023 Form 10-K | 88

certain of its subsidiaries including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto.

Amendment No.

10 unchanged sentences

October 1, 2020

Severance Letter Agreement, dated as July 1, 2010, by and among Corsair Memory, Inc.

and Andy Paul.

August 21, 2020

Offer Letter Agreement, dated October 17, 2019, by and among Corsair Gaming Inc., and Michael Potter.

August 21, 2020

Credit Agreement, dated as of September 3, 2021, by and among Corsair Gaming, Inc.

2 unchanged sentences

November 2, 2021

Lease Agreement, dated as of April 27, 2021, by and among Corsair Gaming, Inc.

and Campus 237 Owner LLC.

March 1, 2022

First Amendment to Industrial Space Lease, dated as of August 16, 2017, by and among Corsair Memory, Inc.

and Osprey Capital Building 50, LLC.

March 1, 2022

Second Amendment to Industrial Space Lease, dated as of February 2, 2022, by and among Corsair Memory, Inc.

and 47100 Bayside Parkway Owner, LLC.

March 1, 2022

Form of Change in Control and Severance Agreement.

March 1, 2022

Non-Employee Director Compensation Policy.

August 4, 2022

First Amendment, dated as of June 30, 2022, to Credit Agreement, dated as of September 3, 2021, by and among Corsair Gaming, Inc., as borrower, certain of its subsidiaries, as guarantors, the lender parties named therein, and Bank of America, N.A.

7 unchanged sentences

December 9, 2022

Lease Agreement, dated as of April 27, 2021, by and among Corsair Gaming, Inc.

and Campus 237 Owner LLC.

March 1, 2022

Form of Change in Control and Severance Agreement,

March 1, 2022

Non-Employee Director Compensation Policy.

August 3, 2023

List of the Registrant’s Significant Subsidiaries.

1 unchanged sentence

Power of Attorney (included on signature page to this Annual Report on Form 10-K).

Corsair Gaming, Inc.

| 2023 Form 10-K | 89

Certification of Principal Executive Officer Required under Securities Exchange Act Rule 13a-14(a) and 15d-14(a).

2 unchanged sentences

Section 1350 and Securities Exchange Act Rule 13a-14(b).

Policy for Recovery of Erroneously Awarded Compensation, dated October 2, 2023.

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3 unchanged sentences

Form 10-K Summary

Corsair Gaming, Inc.

| 2023 Form 10-K | 90

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .

7 unchanged sentences

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

(Authorized Officer, Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

7 unchanged sentences

(Principal Executive Officer)

President and Chief Operating Officer and Director

President and Chief Operating

February 27, 2024

Officer and Director

/s/ Michael G.

1 unchanged sentence

February 27, 2024

(Principal Financial Officer and Principal Accounting Officer)

(Authorized Officer, Principal Financial Officer and Principal Accounting Officer)

/s/ Anup Bagaria

14 unchanged sentences

February 27, 2024

Corsair Gaming, Inc.

| 2023 Form 10-K | 91

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures