1 unchanged sentence
(also referred to in this document as “Corsair,” “we,” the “company,” or the “registrant”) is a leading global provider and innovator of high-performance products for gamers and digital creators such as streamers, vloggers and broadcasters.
−Removed: Our industry-leading gaming products help digital athletes, from casual gamers to committed professionals, perform at their peak across PC or console platforms, and our streaming products enable creators, particularly streamers, to produce studio-quality content to share with friends or to broadcast to millions of fans.
+Added: Our industry-leading gaming products help digital athletes, from casual gamers to committed professionals, perform at their peak across personal computer (“PC”), sim racing and console platforms, and our streaming products enable creators, particularly streamers, to produce studio-quality content to share with friends or to broadcast to millions of fans.
Our PC components products offer our customers multiple options to build their customized gaming and workstation desktop PCs.
We design and sell high-performance gaming and streaming peripherals, components and systems to enthusiasts globally.
−Removed: We have served the market for over two decades and many of our products maintain leading market share positions, according to external market data and internal estimates.
+Added: We have served the market for three decades and many of our products maintain leading market share positions, according to external market data and internal estimates.
We have built a passionate base of loyal customers due to our brand authenticity and reputation as a provider of innovative and finely engineered products that deliver a high level of performance.
2 unchanged sentences
iCUE for gamers and the Elgato streaming suite for content creators, including our Stream Deck control software.
−Removed: These software platforms provide unified, intuitive performance, and aesthetic control and customization across their respective product families.
+Added: These software platforms provide unified, intuitive performance, aesthetic control and customization across their respective product families.
We also offer digital services to enhance the customer experience by integrating esports, Elgato's marketplace, customer care and extended warranty into our product offerings
1 unchanged sentence
• Gamer and Creator Peripherals .
−Removed: Includes our high-performance gaming keyboards, mice, headsets, controllers, and streaming products, which includes capture cards, Stream Decks, microphones and audio interfaces, our Facecam streaming cameras, studio accessories and gaming furniture, among others.
+Added: Includes our high-performance gaming keyboards, mice, headsets, controllers, and streaming products, which includes capture cards, Stream Decks, microphones and audio interfaces, our Facecam streaming cameras, studio accessories, sim racing products, and gaming furniture, among others.
• Gaming Components and Systems .
−Removed: Includes our high-performance power supply units, or PSUs, cooling solutions, computer cases, and DRAM modules, as well as high-end prebuilt and custom-built gaming PCs and laptops, and gaming monitors, among others.
+Added: Includes our high-performance power supply units (“PSUs”), cooling solutions, computer cases, and dynamic random access memory (“DRAM”) modules, as well as high-end prebuilt and custom-built gaming PCs and laptops, and gaming monitors, among others.
Our products are sold to end users worldwide through our retail channel or our direct-to-consumer channel.
In our retail channel, we distribute our products either directly to the retailer, such as Amazon and Best Buy, or through distributors.
−Removed: We believe our brand, scale and global reach provide significant competitive advantages and will allow us to continue to capture a growing share of the expanding gaming and streaming market.
−Removed: We believe we can continue to grow by offering market-leading products to gamers and creators, expanding the breadth of our product suite to meet the needs of our customers, growing our worldwide market share, continuing to invest in marketing, product innovation and sales, and selectively pursuing accretive acquisitions, such as the nine acquisitions we have completed since 2018.
−Removed: Since traditional arcade games of the 1970s, gaming has evolved into the mainstream and taken a central place in the global entertainment landscape.
+Added: We believe our brand, scale and global reach provide significant competitive advantages and will allow us to continue to capture a growing share of the expanding gaming, streaming and sim racing market.
+Added: We believe we can continue to grow by offering market-leading products to gamers, creators, and sim racing enthusiasts, expanding the breadth of our product suite to meet the needs of our customers, continuing to invest in marketing, product innovation and sales, and selectively pursuing accretive acquisitions, such as the ten acquisitions we have completed since 2018, including the recent Fanatec acquisition in September 2024.
+Added: The Fanatec sim racing product line fully complements our gaming PCs, gaming and streaming peripherals, and monitors, is expected to expand our business in these markets.
+Added: Based on the external analysts' and management's estimates, t he total addressable market for sim racing in 2024 is approximately $1 billion.
+Added: Since the traditional arcade games of the 1970s, gaming has evolved into the mainstream and taken a central place in the global entertainment landscape.
According to Activate Research, gaming today represents approximately 14% of all American consumer internet and media activity, surpassing activities such as social media and messaging.
−Removed: Further, based on external market data, in the fourth quarter of 2023, it was estimated that the worldwide gaming community consisted of approximately 1.6 billion casual PC gamers, 245 million regular PC gamers and 32 million PC gaming enthusiasts.
We believe this indicates that the majority of the gaming hardware total addressable market is still consumed by a small percentage of gamers, and as a result, there is significant potential opportunity for gaming hardware sales.
−Removed: Although the gaming industry was negatively impacted in 2023 by global macroeconomic challenges, such as the ongoing war between Russia and Ukraine and most recently, the Gaza conflict, volatility in exchange rates, inflationary trends, weak consumer confidence globally and evolving dynamics in the global trade environment, there are a number of drivers we believe will fuel the gaming market’s growth in 2024.
−Removed: Specifically, the video gaming industry is experiencing a significant shift and we believe is poised for continued growth and innovation.
−Removed: The convergence of quality content, console availability, favorable regulatory developments, and the expanded implementation of artificial intelligence (“AI”) are driving such growth and innovation.
+Added: The gaming hardware industry was negatively impacted in 2024 by continuing global macroeconomic challenges, such as the ongoing conflicts in Ukraine and the Middle East, volatility in exchange rates, inflationary trends, weak consumer confidence globally and evolving dynamics in the global trade environment, as well as a delay in the launch of new graphics cards beyond the typical two-year refresh cycle, and in the release of several new and awaited game titles to early 2025.
+Added: There are a number of drivers we believe will fuel the gaming market’s growth in 2025.
+Added: Primary among them is the launch of the new graphics cards in the first quarter of 2025, after an extended cycle of 2.5 years.
+Added: The new cards are expected to use Blackwell artificial intelligence (“AI”) chips that will be able to hit high frame rate gaming at 4K and possibly 8K with ray tracing enabled, supported by AI frame generation for smoother gameplay.
+Added: The video gaming industry has experienced a significant shift and we believe it is poised for continued growth
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 2
+Added: and innovation.
+Added: The convergence of quality content, console availability, favorable regulatory developments, and the expanded implementation of AI are driving such growth and innovation.
For instance, with machine learning, a more efficient framework can be generated to build games, which can shorten the game title release cycle.
1 unchanged sentence
making future games more advanced and compelling.
−Removed: Additionally, AI can be utilized to produce adaptive narrative generation that a nalyzes player choices and interactions,
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 2
−Removed: and adapt storylines, quests, and dialogues accordingly.
−Removed: Audiences are progressively engaging more with gaming content across platforms and finally, there are decreasing barriers to gaming, where more gamers using mobile devices, and the console and PC platforms represent a natural upgrade path for those seeking a more immersive or competitive gaming environment.
+Added: Additionally, AI can be utilized to produce adaptive narrative generation that analyzes player choices and interactions, and adapt storylines, quests, and dialogues accordingly.
+Added: The integration of Virtual Reality (“VR”) and Augmented Reality (“AR”) technology is taking game development to new heights as it blends real and virtual worlds in new ways.
+Added: Audiences are progressively engaging more with gaming content across platforms and cloud gaming, and finally, there are decreasing barriers to gaming, with more gamers using mobile devices, and the console and PC platforms represent a natural upgrade path for those seeking a more immersive or competitive gaming environment.
In parallel, the digital content creator economy continues to thrive, with more content creators monetizing their audiences.
3 unchanged sentences
In 2024, YouTube with 2.7 billion monthly active users and Twitch with an average of 2.5 million concurrent viewers, provided creators with platforms to express themselves, connect with followers and earn an income on-line.
−Removed: While emerging, these applications represent a promising avenue for continued expansion of the streaming hardware and software market opportunity.
+Added: These applications represent a promising avenue for continued expansion of the streaming hardware and software market opportunity.
Inspiring gamers and creators aim to reach for the next level of performance and content quality, and we seek to meet this need with Corsair solutions.
Competitive gaming rewards speed, precision and reliability.
−Removed: As in other sports, specialized high-performance products such as gaming mice, keyboards, headsets and performance controllers allow digital athletes to perform at their best.
+Added: As in other sports, specialized high-performance products such as gaming mice, keyboards, headsets, sim racing products and performance controllers allow digital athletes to perform at their best.
Modern games also require significant processing power to render high-resolution graphics, and reward the speed and precision of user inputs, driving demand for powerful gaming components and systems.
10 unchanged sentences
Since our founding in 1994, we have shipped more than 304 million units of gaming and creator products as of December 31, 2024 and actively nurtured a passionate and engaged global customer base by maintaining a long history of delivering innovative, finely engineered products that have expanded the frontiers of gaming performance.
−Removed: As a result, we believe we have established ourselves as a leading brand among gaming enthusiasts and creators, many of whom are active and prominent in esports and broadcasting, and act as ambassadors for our branded products.
−Removed: • Differentiated, gamer and creator-centric R&D engine focused on delivering a broad portfolio of high-performing products, including components for self-built gaming PCs.
+Added: As a result, we believe we have established ourselves as a leading brand among gaming enthusiasts and creators, many of whom are active and prominent in esports and broadcasting, and act as ambassadors for our brands.
+Added: • Differentiated, gamer and creator-centric research and development (“R&D”) engine focused on delivering a broad portfolio of high-performing products, including components for self-built gaming PCs.
We are an innovation-driven company with a rigorous development process designed to consistently deliver high-performance and quality gaming and creator products to the market.
−Removed: Our focus on innovation and performance has also earned us significant industry recognition.
+Added: Our focus on innovation and performance has earned us significant industry recognition.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 3
• Differentiated software-driven ecosystem.
5 unchanged sentences
In this global network, we have established a multichannel sales model and have long-standing relationships with distributors and retailers globally, as well as direct-to-consumer sales channels.
−Removed: We currently ship to nearly 80
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 3
−Removed: countries across six continents, with our products being sold at leading retailers including Amazon, Best Buy, JD.com, MediaMarkt and Walmart.
−Removed: In 2023, sales to the Americas, EMEA and Asia Pacific represented 51.4%, 35.1% and 13.5%, respectively, of net revenue.
+Added: We currently ship to nearly 80 countries across six continents, with our products being sold at leading retailers including Amazon, Best Buy, JD.com, MediaMarkt and Walmart.
+Added: In 2024, sales to the Americas, EMEA and Asia Pacific represented 52.9%, 36.2% and 10.9% of net revenue, respectively.
• Management team of visionary leaders with deep industry experience and proven ability to execute.
5 unchanged sentences
The gaming and creator product category is benefiting from the growing popularity of competitive gaming and streaming, which are driving an increase in gaming and streaming participants as well as spend per participant on high-performance products.
+Added: We will aim to increase our presence and reach in this category, thus increasing our mix of high margin products and expanding and diversifying our categories.
We believe our brand name, high-performance products and market position will allow us to capture a large share of this market growth and we intend to continue to make significant marketing investments in leading creators, social media influencers and esports teams.
4 unchanged sentences
• Expand into new products and services that grow our market opportunity.
−Removed: Since our inception, we have successfully entered a number of new product categories, including gaming PC peripherals, streaming and creator solutions, console controllers, and prebuilt and custom-built gaming PCs and laptops.
+Added: Since our inception, we have successfully entered a number of new product categories, including gaming PC peripherals, streaming and creator solutions, console controllers, prebuilt and custom-built gaming PCs and laptops, and sim racing cockpits, wheels, pedals and accessories.
+Added: We launched our Corsair custom lab where we offer consumers the ability to customize their new purchase of systems, components and peripherals products in multiple patterns and genres.
As the gaming and content creation landscape continues to evolve, we intend to continue to introduce new products and services to address our customers’ new and changing needs, and to grow our market opportunity.
1 unchanged sentence
Our software platforms integrate and enhance our ecosystem of gaming and streaming products, which drives customer loyalty and allows us to successfully sell additional products to existing customers.
−Removed: In 2023, we launched Elgato Marketplace for creators as a platform for consumers and makers to buy or monetize Stream Deck digital assets from plugins to profiles such as icon pack, emojis and voice effects, among others.
−Removed: The launch of Elgato Marketplace is expected to enrich the experience for Stream Deck users which will in turn help to accelerate the unit sales and installed base of Stream Deck hardware.
−Removed: • Strengthen relationships with end-users by increasing direct-to-consumer sales.
−Removed: Through our acquisitions of Origin and SCUF in 2019, and Drop in 2023, we acquired three companies whose sales are primarily generated through direct-to-consumer channels.
−Removed: While sales from this channel are a relatively small contributor to our revenue today, the percentage of such sales has grown to be more than 10% of our net revenue for each of the past three years, and we believe direct-to-consumer sales represent a significant avenue to drive growth by facilitating increased market penetration across our product categories.
+Added: In 2023, we launched Elgato Marketplace (“Marketplace”) as a platform for consumers and makers to buy or monetize Stream Deck digital assets from plugins to profiles such as icon pack, emojis and voice effects, among others.
+Added: The Marketplace is growing and has surpassed one million accounts as of December 31, 2024.
+Added: It serves primarily as a free app marketplace, while allowing us and third-party creators to charge for certain downloads as needed.
+Added: The launch of the Marketplace has enriched the experience for Stream Deck users which in turn has helped drive sales and installed base of Stream Deck hardware.
+Added: We expect to be able to grow app sales as Corsair internal and third-party creators develop more compelling apps and content.
+Added: • Expand our industry partnerships with other parts of the gaming ecosystem, including other hardware manufacturers and game publishers.
+Added: We believe our partner ecosystem contributes to the overall customer experience, and has the potential to attract more customers to Corsair.
+Added: We intend to deepen our relationships with our current partners and expand our partner ecosystem by collaborating with our partners in the area of product design, thereby providing our customers access to a more cohesive gaming ecosystem.
+Added: As an example, in 2024, we were selected as the exclusive launch
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 4
+Added: partner for the Activision Call of Duty Black Ops Six game title, a multi-year, multi-product partnership involving a strong collaboration on marketing activations and Corsair branded products.
+Added: For the Black Ops Six game launch, we showcased Call of Duty-themed products from many of our product categories, and the success of the game title is helping drive product sales.
+Added: • Strengthen relationships with end-users by increasing direct-to-consumer sales, while continuing to strengthen relationships with existing retail channel partners, through whom we currently sell most of our products.
+Added: We are investing in our e-commerce capabilities and in-app experience to drive direct sales.
+Added: Through our acquisitions of Origin and SCUF in 2019, Drop in 2023 and Fanatec in 2024, we acquired four companies whose sales are primarily generated through direct-to-consumer channels.
+Added: While sales from these channels are a relatively small contributor to our revenue today, the percentage of such sales has grown to be more than 10% of our net revenue for each of the past three years, and we believe direct-to-consumer sales represent a significant avenue to drive growth by facilitating increased market penetration across our product categories.
+Added: We also expect that our partnerships with third-party retailers will continue to be an important part of our ecosystem.
+Added: We will continue to seek retail partners that can deliver differentiated in-store and e-commerce experiences to support customer demand for product demonstrations.
+Added: In 2024, 2023 and 2022, we generated 57.4%, 56.8%, and 51.9%, respectively, of our total net revenue through channel partners.
• Continue to grow market share globally.
2 unchanged sentences
We view the Asia Pacific region as a long-term growth opportunity and recently invested in our local sales force and regional management to build out distributor networks and retail partnerships.
−Removed: • Leverage our brand, software integration and superior product quality to support a pricing premium in the gaming PC components category.
−Removed: In the gaming PC components category, our revenue and margins have benefited from higher pricing versus the rest of the market, which we expect to continue as we invest in our brand and product portfolio.
−Removed: Compared to the average non-Corsair product, our computer cases, cooling solutions, PSUs and high-performance memory commanded price premiums of 13%, 36%, 30% and 13%, respectively, in the United States in 2023, according to recent NPD data.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 4
+Added: • Leverage our brand, software integration and superior product quality to pursue market share in the higher-end categories of all our product segments, where we can command a premium on pricing and improve our margins, and quality of earnings.
+Added: Our push into the sim racing category with our recent acquisition of Fanatec is part of this growth strategy.
+Added: We expect that this acquisition will solidify Corsair’s position as a strong contender in this space, that is known for accelerating growth.
• Selectively pursue complementary acquisitions .
−Removed: We plan to evaluate, and may pursue acquisitions, such as our acquisitions of Elgato, Origin, SCUF and Drop, which we believe strengthen our capabilities in existing segments as well as diversify our product offerings, broaden our end-user base or expand our geographic presence.
+Added: We plan to continue to evaluate and pursue acquisitions where we have an advantage over our smaller competitors in buying attractive M&A targets.
+Added: Our acquisitions of Elgato, Origin, SCUF, Drop and recently Fanatec have strengthened our capabilities in existing segments as well as diversified our product offerings, broadened our end-user customer base and expanded our geographic presence.
Our Solutions
4 unchanged sentences
Our gamer and creator peripherals seek to provide the fastest, highest fidelity, and most seamless interface between digital athletes and their game, and content creators and their viewers.
−Removed: Our solutions include our high-performance gaming keyboards, mice, headsets, controllers, and streaming products, which includes capture cards, Stream Decks, microphones and audio interfaces, our Facecam streaming cameras, studio accessories, and gaming furniture, among others.
+Added: Our solutions include our high-performance gaming keyboards, mice, headsets, controllers, and streaming products, which includes capture cards, Stream Decks, microphones and audio interfaces, our Facecam streaming cameras, studio accessories, sim racing products, and gaming furniture, among others.
• Gaming Components and Systems .
1 unchanged sentence
We also develop and sell complete high-performance gaming PCs and laptops using our gaming components.
−Removed: Our prebuilt systems and user-built systems are designed to deliver maximum performance, while also providing our customers the design aesthetic and customizability they demand.
+Added: Our prebuilt systems and user-built systems are designed to deliver maximum performance, while also providing our customers the aesthetic design and customizability they demand.
Our solutions include our PSUs, cooling solutions, computer cases, SSD and DRAM modules, as well as high-end prebuilt and custom-built gaming PCs and laptops, and gaming monitors, among others.
5 unchanged sentences
By enabling our customers to fine tune the response of our gaming products to maximize performance and match their personal preferences and styles of play, we believe that iCUE provides a distinct competitive advantage.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 5
Product Development
1 unchanged sentence
Our product development efforts focus on broadening our portfolio with innovative, value-added products that provide gamers with more immersive experiences.
−Removed: This process begins with the initial market analysis and product definition phase, where we use deep knowledge of consumer preferences and feedback to decide the exact specifications of new products desired by our end-users.
+Added: This process begins with the initial market analysis and product definition phase, where we use our deep knowledge of consumer preferences and feedback to decide the exact specifications of new products desired by our end-users.
We then leverage third-party manufacturers and, in some cases, engineering and design firms to help us design, prototype and fabricate our products.
3 unchanged sentences
We intend to continue to significantly invest in product development to support the design and development of innovative, high-quality products and solutions to maintain and enhance our competitive position.
−Removed: Our marketing efforts are designed to enhance the Corsair, Elgato, Origin, SCUF and Drop brand names, to help us acquire new customers and to increase sales from our existing customers.
+Added: Our marketing efforts are designed to enhance the Corsair, Elgato, Origin, SCUF, Drop and Fanatec brand names, to help us acquire new customers and to increase sales from our existing customers.
We have structured our marketing organization to achieve both product- and geography-specific coverage.
−Removed: In addition, our marketing personnel regularly meets with other key industry suppliers such as Intel, AMD, NVIDIA, and game publishers in order to ensure that our product development efforts appropriately address the needs of their new products and also to discuss trends and changes in the computer technology market.
+Added: In addition, our marketing personnel regularly meets with other key industry suppliers such as NVIDIA, Intel, AMD and game publishers in order to ensure that our product development efforts appropriately address the needs of their new products and also to discuss trends and changes in the computer technology market.
We build awareness of our products and brand through advertising campaigns, public relations efforts, marketing development funds and other financial incentives provided to retailers to promote our products, end-user rebates, online social media outreach, online and in-store promotions and merchandising, our website and other efforts.
3 unchanged sentences
We actively participate in this community, enabling us to communicate directly with our end customers.
−Removed: Finally, we regularly publish technical
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 5
−Removed: and editorial content through various online and print channels and participate in industry trade shows, gaming competitions and other consumer-facing events that provide us with the opportunity to demonstrate our products.
+Added: Finally, we regularly publish technical and editorial content through various online and print channels and participate in industry trade shows, gaming competitions and other consumer-facing events that provide us with the opportunity to demonstrate our products.
Sales and Distribution
1 unchanged sentence
In our e-retail and retail channel, we distribute our products either directly to resellers or through key distributors.
−Removed: We have also seen a growing demand for our products within the business-to-business channel since 2020.
−Removed: While we historically have sold our products directly to consumers through our website, following our acquisitions of Origin and SCUF Gaming in 2019, and Drop in 2023, the volume of direct-to-consumer sales has increased as both of these companies primarily generated sales through direct-to-consumer channels.
−Removed: We believe direct-to-consumer sales represent a significant avenue to increase engagement with our customers to drive growth by facilitating increased market penetration across our product categories, and it has grown since 2019.
−Removed: We have organized our sales organization into four major geographic regions—Europe (including the Middle East and North Africa), North America, Latin America and Asia Pacific—and we have local language-speaking sales representatives in the countries that, in the aggregate, generate the majority of our net revenue.
+Added: While we historically have sold our products directly to consumers through our website, following our acquisitions of Origin, SCUF, Drop, and Fanatec, the volume of direct-to-consumer sales has increased as all of these companies primarily generated sales through direct-to-consumer channels.
+Added: We believe direct-to-consumer sales represent a significant avenue to increase engagement with our customers to drive growth by facilitating increased market penetration across our product categories.
+Added: We have structured our sales organization based on location, into four major geographic regions—Europe (including the Middle East and North Africa), North America, Latin America and Asia Pacific—and we have local language-speaking sales representatives in the countries that generate significant amounts of our net revenue.
We ship our products directly to retailers and distributors and, through distributors, supply our products to thousands of smaller online and brick-and-mortar retailers, and to specialist and gaming system integrators and value-added resellers.
2 unchanged sentences
Production and Operations
−Removed: We believe we have developed a global, scalable production and operations infrastructure that allows us to deliver our products promptly and cost-effectively.
+Added: We believe we have developed a global and scalable production and operations infrastructure that allows us to deliver our products promptly and cost-effectively.
We operate a facility in Taiwan where we assemble, test, package and ultimately supply nearly all of our DRAM modules and a significant portion of our customized gaming controllers, liquid cooling products and prebuilt gaming systems.
−Removed: We also assemble, test, package and ultimately supply our custom-built PCs and our customized gaming controllers and fully built PCs in our U.S.
+Added: We also assemble, test, package and ultimately supply our custom-built PCs and our customized gaming controllers and fully built PCs from our U.S.
facility in Atlanta, Georgia.
1 unchanged sentence
In addition, we outsource storage and shipping to several third-party logistics providers around the world which allows us to reduce order fulfillment time, reduce shipping costs and improve inventory flexibility.
−Removed: In addition to our production capabilities, our corporate planning process places particular emphasis on driving efficiencies in demand forecasting, supply chain planning, procurement cycle time, freight costs and inventory management.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 6
+Added: In addition to our production capabilities, our corporate planning process places particular emphasis on driving efficiencies in demand forecasting, supply chain planning, procurement cycle times, freight costs and inventory management.
Given the products we sell and the global nature of our business, freight costs can have a significant impact on our expenses, because of this, we have developed a sophisticated forecasting and planning process designed to reduce the cost of transporting our products to our regional distribution hubs and finally, to our customers.
4 unchanged sentences
As a consequence of seasonality, our net revenue for the second calendar quarter is generally the lowest of the year followed by the first calendar quarter.
−Removed: Historical seasonal patterns may not continue in the future and have been impacted, for example, in 2020 and 2021, and may be further impacted in the future, by macroeconomic factors, increasing supply constraints, GPU shortages, shifts in customer behavior and the continuing impacts of the COVID-19 pandemic.
+Added: Historical seasonal patterns may not continue in the future and may be further impacted in the future, by macroeconomic factors, increasing supply constraints, GPU shortages, and shifts in customer behavior.
+Added: For example, our revenue seasonality for the third quarter of 2024 was negatively impacted due to a lower demand for our products in the Gaming Components and Systems segment which was primarily attributable to the delayed launches of new and reasonably priced GPUs and CPUs, as well as the postponed releases of new and awaited game titles to early 2025.
We face intense competition in the markets for all of our products.
We operate in markets that are characterized by rapid technological change, constant price pressure, rapid product obsolescence, evolving industry standards and new demands for features and performance.
−Removed: We experience aggressive price competition and other promotional activities by competitors, including in response to declines in consumer demand and excess product supply or as competitors seek to gain market share.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 6
+Added: We experience aggressive price competition and other promotional activities from competitors, including in response to declines in consumer demand and excess product supply or as competitors seek to gain market share.
We believe that the principal competitive factors that affect customer preferences include brand awareness, reputation, breadth and depth of product offering, product performance and quality, design and aesthetics, price, user experience, online product reviews and other value propositions.
3 unchanged sentences
In addition, because of the continuing convergence of the markets for computing devices and consumer electronics, we expect greater competition in the future from well-established consumer electronics companies.
−Removed: Many of our current and potential competitors, some of which are large, multi-national businesses, have substantially greater financial, technical, sales, marketing, personnel and other resources and greater brand recognition than we have.
+Added: Many of our current and potential competitors, some of which are large, multi-national businesses, have substantially greater financial, technical, sales, marketing, personnel and other resources, and have greater brand recognition than we have.
Our ability to compete successfully is fundamental to our success in existing and new markets.
5 unchanged sentences
We rely on a combination of copyright, trademark, patent and other intellectual property laws and confidentiality procedures and contractual provisions such as non-disclosure terms to protect our intellectual property.
−Removed: As of December 31, 2023, our worldwide intellectual property portfolio consisted of 334 patents issued and 77 patents pending applications, 499 trademarks registered and 50 trademarks pending applications.
We believe that our patents and trademarks and their applications are important for maintaining the competitive differentiation of our products and services, enhancing our freedom of action to sell our products and services in markets in which we choose to participate, and maximizing our return on research and development investments.
The expansion of our business has required us to protect our trademarks, domain names, copyrights, and patents and, to the extent that we expand our business into new geographic areas, we may be required to protect our trademarks, domain names, copyrights, patents and other intellectual property in an increasing number of jurisdictions, a process that is expensive and sometimes requires litigation.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 7
For a discussion of risks attendant to intellectual property rights, see “Risk Factors—Risks Related to our Business—Our future success depends to a large degree upon our ability to defend the Corsair brand and product family brands such as SCUF, Vengeance, K70, Elgato and iCUE from infringement and, if we are unable to protect our brand and other intellectual property, our business may be seriously harmed” and “Risk Factors—Risks Related to our Business—We are, have in the past been, and may in the future be, subject to intellectual property infringement claims, which are costly to defend, could require us to pay damages or royalties and could limit our ability to use certain technologies in the future” in item 1A.
10 unchanged sentences
To date we have not experienced any work stoppages, and we consider our relationship with our employees to be good.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 7
Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees.
3 unchanged sentences
and we changed our name to Corsair Gaming, Inc.
−Removed: We completed the initial public offering, or the IPO, of our common stock in September 2020 and our common stock is listed on the Nasdaq Global Select Market under the symbol “CRSR.” Our principal executive offices are located at 115 N.
+Added: We completed the initial public offering (the “IPO”), of our common stock in September 2020 and our common stock is listed on the Nasdaq Global Select Market under the symbol “CRSR.” Our principal executive offices are located at 115 N.
McCarthy Boulevard, Milpitas, California, 95035, and our telephone number is (510) 657-8747.
7 unchanged sentences
This summary does not address all of the risks that we face.
−Removed: Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission (SEC) before making investment decisions regarding our common stock.
−Removed: • Our competitive position and success in the market depend to a significant degree upon our ability to build and maintain the strength of our brands among gaming enthusiasts, and any failure to build and maintain our brands may seriously harm our business.
−Removed: • Our success and growth depend on our ability to continuously develop and successfully market new products and improvements.
+Added: Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Annual Report on Form 10-K and our other filings with the SEC before making investment decisions regarding our common stock.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 8
+Added: • Our competitive position and success in the market depend to a significant degree upon our ability to build and maintain the strength of our brands among gaming enthusiasts and creators, and any failure to build and maintain our brands may seriously harm our business.
+Added: • Our success and growth depend on our ability to continuously improve our existing products and develop and successfully market new products.
If we are unable to do so, demand for our current products may decline and new products we introduce may not be successful.
−Removed: • We depend upon the introduction and success of new third-party high-performance computer hardware, particularly graphics processing units, or GPUs, and central processing units, or CPUs, and sophisticated new video games to drive sales of our products.
−Removed: If newly introduced GPUs, CPUs and sophisticated video games are not successful, if the rate at which those products are introduced declines or if such products are not readily available, it may seriously harm our business.
+Added: • We depend upon the introduction and success of new third-party high-performance computer hardware, particularly graphics processing units (“GPUs”), and central processing units (“CPUs”), and sophisticated new video games to drive sales of our products.
+Added: If newly introduced GPUs, CPUs and sophisticated new video games are not successful, if the rate at which those products are introduced declines, or if such products are not readily available, it may seriously harm our business.
• We face intense competition, and if we do not compete effectively, we could lose market share, demand for our products could decline and our business may be seriously harmed.
−Removed: • If the gaming industry, including streaming and esports, does not grow as expected or declines, our business could be seriously harmed.
−Removed: • Currency exchange rate fluctuations could result in our products becoming relatively more expensive to our overseas customers or increase our manufacturing costs, each of which may seriously harm our business.
+Added: • Our growth prospects are, to a certain extent, connected with the ongoing growth of the gaming industry, including live game streaming and esports, and any decline or reduction in the growth or popularity of the gaming industry may seriously harm our business.
+Added: • Currency exchange rate fluctuations could increase our manufacturing costs or result in our products becoming relatively more expensive to our overseas customers, either of which may seriously harm our business.
• Our sales are subject to seasonal fluctuations, which may seriously harm our business.
Total unit shipments of our products tend to be higher during the third and fourth quarters of the year.
−Removed: • The ongoing war between Russia and Ukraine and the ongoing conflict in Gaza could adversely affect our business, financial condition and results of operations.
• We are controlled by a single stockholder, EagleTree, whose interests in our business may be different than yours.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 8
−Removed: • We are a “controlled company” within the meaning of the Nasdaq Global Select Market, rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.
+Added: • We are a “controlled company” within the meaning of the Nasdaq Global Select Market rules and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements.
You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
15 unchanged sentences
Further, certain marketing efforts such as sponsorship of esports athletes, content creators or events could become prohibitively expensive, and as a result these marketing initiatives may no longer be feasible.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 9
Additionally, the quality of our customer support is important to our customers, and if we fail to provide adequate levels of customer support or devote substantial resources to customer support, we could lose customers.
3 unchanged sentences
Our brands may also be damaged by events such as product recalls, perceived declines in quality or reliability, product shortages, damaging action or conduct of our sponsored esports athletes or content creators and other events, some of which are beyond our control.
−Removed: Our success and growth depend on our ability to continuously develop and successfully market new products and improvements.
+Added: Our success and growth depend on our ability to continuously improve our existing products and develop and successfully market new products.
If we are unable to do so, demand for our current products may decline and new products we introduce may not be successful.
4 unchanged sentences
In order to further grow our business, we also will need to quickly develop, manufacture and ship innovative and reliable new products and enhancements to our existing products in a cost-effective and timely manner to take advantage of developments in enabling technologies and the introduction of new computer hardware, such as new generations of GPUs and CPUs, and computer games, all of which drive demand for our products.
−Removed: In recent years, we have entered into several new markets, for example the cameras market for
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 9
−Removed: content creators and the gaming monitors market for both gamers and content creators, and in the future, we intend to introduce other products designed to appeal to these markets.
+Added: In recent years, we have entered into several new markets, for example the cameras market for content creators and the sim racing market for gamers, and in the future, we intend to introduce other products designed to appeal to these markets.
To the extent we do so, we will likely encounter competition from large, well-known consumer electronics and peripherals companies.
4 unchanged sentences
If newly introduced GPUs, CPUs and sophisticated new video games are not successful, if the rate at which those products are introduced declines, or if such products are not readily available, it may seriously harm our business.
−Removed: We believe that the introduction of more powerful GPUs, CPUs and similar computer hardware that place increased demands on other system components, such as memory, power supply units or PSUs or cooling solutions, has a significant effect on the demand for our products.
+Added: We believe that the introduction of more powerful GPUs, CPUs and similar computer hardware that place increased demands on other system components, such as memory, PSUs or cooling solutions, has a significant effect on the demand for our products.
The manufacturers of those products are large, public, independent companies that we do not influence or control.
−Removed: As a result, our business results can be materially affected by the frequency with which new high-performance hardware products are introduced by these independent third parties, whether these products achieve widespread acceptance among gamers, whether such products are readily available at affordable prices and whether additional memory, enhanced PSUs or cooling solutions, new computer cases or other peripheral devices are necessary to support those products.
+Added: As a result, our business results can be materially affected by the timing and frequency with which new high-performance hardware products are introduced by these independent third parties, whether these products achieve widespread acceptance among gamers, whether such products are readily available at affordable prices and whether additional memory, enhanced PSUs or cooling solutions, new computer cases or other peripheral devices are necessary to support those products.
Although we believe that, historically, new generations of high-performance GPUs and CPUs have positively affected the demand for our products, there can be no assurance that this will be the case in the future.
2 unchanged sentences
If computer hardware companies do not continue to regularly introduce new and enhanced GPUs, CPUs and other products that place increasing demands on system memory and processing speed, require larger PSUs or cooling solutions or that otherwise drive demand for computer cases and other peripherals, or if gamers do not accept those products, our business may be seriously harmed.
+Added: In 2024 we were mid-cycle for new GPU platforms, and as a result, we did not experience a similar increase in demand driven by new GPU platforms.
+Added: The slowdown in the self-built PC market activity in 2024 led to a decrease in demand for our products in the Gaming Components and Systems segment.
+Added: We expect demand to pick up with the next substantial GPU launch in 2025.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 10
We also believe that sales of our products are driven by conditions in the computer gaming industry.
6 unchanged sentences
We operate in markets that are characterized by rapid technological change, constant price pressure, rapid product obsolescence, evolving industry standards and new demands for features and performance.
−Removed: We experience aggressive price competition and other promotional activities by competitors, including in response to declines in consumer demand and excess product supply or as competitors seek to gain market share.
+Added: We experience aggressive price competition and other promotional activities by competitors in response to declines in consumer demand and excess product supply, or as competitors seek to gain market share.
We provide a variety of financial incentive programs to our customers, including special pricing arrangements, promotions, rebates and volume-based incentives, among others.
4 unchanged sentences
Our competitors may be in a stronger position to respond quickly to new technologies and may be able to design, develop, market and sell their products more effectively than we can.
−Removed: In addition, some of our competitors are small or mid-sized specialty companies that can react to changes in industry trends or consumer preferences or
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 10
−Removed: introduce new or innovative products more quickly than we can.
+Added: In addition, some of our competitors are small or mid-sized specialty companies that can react to changes in industry trends or consumer preferences or introduce new or innovative products more quickly than we can.
As a result, our product development efforts may not be successful or result in market acceptance of our products.
3 unchanged sentences
Our primary competitors in the market for headset and related audio products include Logitech, Razer, Steel Series and HP through its HyperX brand.
−Removed: Our primary competitors in the gamer and creator streaming products market include Logitech, following its acquisition of Blue Microphones, and AVerMedia.
+Added: Our primary competitors in the gamer and creator streaming products market include Logitech through its Blue Microphones brand, and AverMedia.
Our primary competitors in the performance controller market include Microsoft and Logitech.
+Added: Our primary competitors in the sim racing market include Moza and Simucube.
Competitors in the gaming components and systems market.
−Removed: Our primary competitors in the market for PSUs, cooling solutions and computer cases include Cooler Master, NZXT, EVGA, Seasonic and Thermaltake.
−Removed: Our primary competitors in the market for DRAM modules include G.Skill and Kingston.
+Added: Our primary competitors in the market for PSUs, cooling solutions and computer cases include Cooler Master, NZXT, MSI, Asus, Seasonic and Thermaltake.
+Added: Our primary competitors in the market for DRAM modules include Crucial, G.Skill, and Kingston.
Our primary competitors in the market for prebuilt gaming PCs and laptops include Dell through its Alienware brand, HP through its Omen brand, Asus, MSI and Razer.
Our primary competitors in the market for custom-built gaming PCs and laptops include iBuypower and Cyberpower.
−Removed: Competitors in new markets .
−Removed: We are considering introducing new products for gamers and creators and, to the extent we introduce products in new categories, we will likely experience substantial competition from additional companies, including large computer gaming and streaming peripherals and consumer electronics companies with global brand recognition and significantly greater resources than ours.
Our ability to compete successfully is fundamental to our success in existing and new markets.
5 unchanged sentences
In either event, our business could be seriously harmed.
−Removed: If the gaming industry, including streaming and esports, does not grow as expected or declines our business could be seriously harmed.
+Added: Our growth prospects are, to a certain extent, connected with the ongoing growth of the gaming industry, including live game streaming and esports, and any decline or reduction in the growth or popularity of the gaming industry may seriously harm our business.
Over the past three decades, gaming has grown from a relatively niche industry to a significant segment of the global entertainment industry with a wide following across various demographic groups globally.
−Removed: This growth includes, and has been driven by, the rapid expansion of live game streaming by content creators and the growing popularity of professional competitive gaming, also referred to as esports.
−Removed: However, the continued growth of the video gaming industry will depend on numerous factors, many of which are beyond our control, including but not limited to:
−Removed: • the rate of growth of PCs and gaming consoles or the migration of gamers to mobile devices and tablets away from PCs, which historically have been the core focus of our business;
+Added: This growth includes, and has been driven
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 11
+Added: by, the rapid expansion of live game streaming by content creators and the growing popularity of professional competitive gaming, also referred to as esports.
+Added: However, the continued growth of the gaming industry will depend on numerous factors, many of which are beyond our control, including but not limited to:
• the continued growth of streaming, including its popularity among fans and aspiring content creators and how it impacts their desire to purchase high-performance gaming and streaming products;
2 unchanged sentences
• social perceptions of gaming, especially those related to the impact of gaming on health and social development;
−Removed: • the introduction of legislation or other regulatory restrictions on gaming, such as restrictions addressing violence in video games and addiction to video games, also referred to as Gaming Disorder by the World Health Organization;
−Removed: • the relative availability and popularity of other forms of entertainment;
+Added: • the introduction of legislation or other regulatory restrictions on gaming and broadcast of live streaming or esports, including restrictions addressing violence in video games and addiction to video games, also referred to as Gaming Disorder by the World Health Organization;
+Added: • economics or monetization of esports performing below expectations, ultimately causing a decrease in outside investments in esports;
+Added: • reduced accessibility of streaming and other gaming video content, whether due to platform fragmentation, the erection of paywalls, or otherwise;
+Added: • the relative availability and popularity of other forms of entertainment which could result in diverting consumer interest away from watching live or streamed broadcasts of competitors playing video games;
• changes in consumer demographics, tastes and preferences.
−Removed: We generate a significant portion of our net revenue from gaming-related products.
−Removed: As a result, any decline or slowdown in the growth of the gaming industry or the declining popularity of the gaming industry could materially and adversely affect our business.
−Removed: We have no specific plans to attract gamers who use only mobile devices or tablets and we have no plans to develop products specifically designed for gamers who use mobile devices or tablets.
−Removed: As a result, if gamers migrate to mobile devices or tablets and
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 11
−Removed: away from PCs and consoles, our business may be seriously harmed.
−Removed: In addition, there can be no assurance that the active demographics in gaming will continue to buy into and drive the growth in gamer culture and the games industry overall nor can there be any assurance that gaming will expand into new demographics that will drive growth.
−Removed: Further, if gamers’ interest in video games is diminished, this may seriously harm our business.
−Removed: Our growth prospects are, to a certain extent, connected with the ongoing growth of live game streaming and esports and any reduction in the growth or popularity of live game streaming or esports may seriously harm our business.
−Removed: The success of our business depends on live game streaming and esports driving significant growth in the high-performance gaming and content streaming market, which could prompt strong growth in the sales of our products.
−Removed: However, there are a number of factors which could result in the esports or live game streaming markets having limited or negative impact on our sales and overall growth.
+Added: In addition, there could be any number of factors which could result in the esports or live game streaming markets having limited or negative impact on our sales and overall growth.
These factors include:
• our competitors marketing products that gain broader acceptance among game streamers, esports participants and content creators;
−Removed: • esports amateurs and/or spectators not purchasing our products that is utilized by esports athletes and teams or streamers and content creators, including the esports athletes and teams, and streamers we sponsor;
−Removed: • the popularity of esports games that do not utilize any of our products, for example games that run on mobile devices or tablets that replace more traditional esports;
+Added: • the rate of growth of PCs and gaming consoles, or the migration of gamers to mobile devices and tablets away from PCs, which historically have been the core focus of our business;
+Added: • esports amateurs and/or spectators not purchasing our products that are used and advertised by esports athletes and teams or streamers and content creators, including the esports athletes and teams, and streamers we sponsor;
+Added: • the popularity of esports games that do not utilize many of our products, for example games that run on mobile devices or tablets that replace more traditional esports;
• our research and development and the products we sell failing to satisfy the increasing high-performance requirements of competitive gamers or streamers.
−Removed: Further, there are a number of factors which could result in the growth in live game streaming or the esports markets stagnating, or even decreasing.
−Removed: These factors include:
−Removed: • consumer interest in watching either live or streamed broadcasts of competitors playing video games diminishing or even disappearing;
−Removed: • regulations limiting the broadcast of live streaming or esports;
−Removed: • reduced accessibility of streaming and other gaming video content, whether due to platform fragmentation, the erection of paywalls, or otherwise;
−Removed: • economics or monetization of esports performing below expectations, ultimately causing a decrease in outside investments in esports.
If one or more of the above factors are realized, our business may be seriously harmed.
−Removed: Currency exchange rate fluctuations could result in our products becoming relatively more expensive to our overseas customers or increase our manufacturing costs, each of which may seriously harm our business.
+Added: We generate a significant portion of our net revenue from gaming-related products.
+Added: As a result, any decline or slowdown in the growth of the gaming industry or the declining popularity of the gaming industry could materially and adversely affect our business.
+Added: There can be no assurance that the active demographics in gaming will continue to buy into and drive the growth in gamer culture and the games industry overall nor can there be any assurance that gaming will expand into new demographics that will drive growth.
+Added: Further, if gamers’ interest in video games is diminished, this may seriously harm our business.
+Added: Currency exchange rate fluctuations could increase our manufacturing costs, or result in our products becoming relatively more expensive to our overseas customers, either of which may seriously harm our business.
Our international sales and our operations in foreign countries subject us to risks associated with fluctuating currency exchange rates.
5 unchanged sentences
dollar relative to the applicable local currency, such as the Chinese Yuan or the New Taiwan dollar, may cause our suppliers and manufacturers to raise the prices they charge us.
−Removed: In addition, we generally pay our employees located outside the United States in the local currency and, as a result of our foreign sales and operations, we have other expenses, assets and liabilities that are denominated in foreign currencies and changes in the value of the U.S.
+Added: In addition, we generally pay our employees located outside the United States in the local currency and, as a result of our foreign sales and operations, we have other expenses, assets and
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 12
+Added: liabilities that are denominated in foreign currencies and changes in the value of the U.S.
dollar could result in significant increases in our expenses that may seriously harm our business.
2 unchanged sentences
From time to time, we have experienced product shortages due to both disruptions in supply from the third parties that manufacture or supply our products and our inability or the inability of these third-party manufacturers to obtain necessary components, and we may experience similar shortages in the future.
−Removed: A reduction or interruption in supply, including interruptions due to the COVID-19 pandemic or geopolitical unrest beyond our control, an inability to procure quality raw materials in
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 12
−Removed: a cost-effective manner and constrain volatile materials costs, a failure to monitor contract compliance to ensure and sustain sourcing savings, a failure to procure adequate inventory or raw materials from our suppliers or regulatory changes may lead to delays in manufacturing and increases in costs.
+Added: A reduction or interruption in supply, including interruptions due to global pandemics or geopolitical unrest beyond our control, an inability to procure quality raw materials in a cost-effective manner and constrain volatile materials costs, a failure to monitor contract compliance to ensure and sustain sourcing savings, a failure to procure adequate inventory or raw materials from our suppliers or regulatory changes may lead to delays in manufacturing and increases in costs.
Moreover, procurement of many components used in our products is generally the responsibility of the third parties that manufacture our products, and we therefore have limited or no ability to control or influence the procurement process or to monitor the quality of components.
4 unchanged sentences
Component suppliers may suffer from poor financial conditions, which can lead to business failure for the supplier or consolidation within a particular industry, further limiting our ability to obtain sufficient quantities of components on commercially reasonable terms.
−Removed: Health crises, like the COVID-19 pandemic, have led, and could lead, to quarantines or labor shortages, which may impact the output of key suppliers because of longer production and shipping times, and increased supply, shipping and logistics costs, each of which have historically negatively impacted our gross margins, as well as the need to purchase long-lead time items ahead of demand due to supply constraints.
+Added: Health crises, including pandemics, have led, and could lead, to quarantines or labor shortages, which may impact the output of key suppliers because of longer production and shipping times, higher product costs, and increased shipping and logistics costs, each of which have historically negatively impacted our gross margins, as well as the need to purchase long-lead time items ahead of demand due to supply constraints.
Any disruption in or termination of our relationships with any of our manufacturers or suppliers or our inability to develop relationships with new manufacturers or suppliers as and when required would cause delays, disruptions or reductions in product shipment and may require product redesigns, all of which could damage relationships with our customers, seriously harm our brand, increase our costs and otherwise seriously harm our business.
−Removed: Likewise, shortages or interruptions in the supply of products or components, including disruptions of shipping lanes or divergence from shipping lanes due to geopolitical events, including recent attacks in the Red Sea, or any inability to procure these products or components from alternate sources at acceptable prices in a timely manner, could delay shipments to our customers and increase our costs, any of which may seriously harm our business.
+Added: Likewise, shortages or interruptions in the supply of products or components, including disruptions of shipping lanes or divergence from shipping lanes due to geopolitical events, including recent disruptions in the Red Sea, or any inability to procure these products or components from alternate sources at acceptable prices in a timely manner, could delay shipments to our customers and increase our costs, any of which may seriously harm our business.
If our customers experience delays or unavailability of our products due to our inability to obtain certain components, this may negatively impact our customers’ ordering patterns.
6 unchanged sentences
Our total unit shipments are thus subject to seasonal fluctuations, which may seriously harm our business.
−Removed: Historical seasonal patterns have been impacted in the past, and may be further impacted in the future, by macroeconomic factors, increasing supply constraints, GPU shortages, and shifts in customer behavior and the impacts of the COVID-19 pandemic.
+Added: Historical seasonal patterns have been impacted in the past, and may be further impacted in the future, by macroeconomic factors, increasing supply constraints, GPU shortages, delay in the anticipated launch of new or enhanced GPUs and CPUs, and shifts in customer behavior.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 13
Our results of operations are subject to substantial quarterly and annual fluctuations, which may adversely affect the market price of our common stock.
9 unchanged sentences
• changes in demand for our lower margin products relative to demand for our higher margin products;
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 13
• introduction or enhancement of products by us and our competitors, and market acceptance of these new or enhanced products;
5 unchanged sentences
• increased costs or shortages of our products or components used in our products;
−Removed: • changes in the frequency with which new high-performance computer hardware, particularly GPUs and CPUs, and sophisticated new computer games that drive demand for additional DRAM modules, higher wattage PSUs, enhanced cooling solutions and peripherals are introduced;
−Removed: • fluctuations in the available supply of high-performance computer hardware resulting in the increased costs to gamers, which could ultimately lead to decreased demand for our gaming products, due to factors such as component supply shortages or gamers purchasing GPUs for non-gaming purposes such as cryptocurrency mining;
+Added: • changes in the frequency and timing with which new high-performance computer hardware, particularly GPUs and CPUs, and sophisticated new computer games that drive demand for additional DRAM modules, higher wattage PSUs, enhanced cooling solutions and peripherals are introduced;
+Added: • fluctuations in the available supply of high-performance computer hardware resulting in the increased costs to gamers, which could ultimately lead to decreased demand for our gaming products, due to factors such as component supply shortages or consumers purchasing GPUs for non-gaming purposes such as cryptocurrency mining;
• the war between Russia and Ukraine resulting in shipments of resources from these countries being delayed, or even ceasing, which could cause the GPU shortage to last longer as the production of GPUs requires resources that come from these countries such as highly purified neon gas and palladium, of which Ukraine and Russia, respectively, are the world’s leading exporters;
8 unchanged sentences
• cost and adverse outcomes of litigation, governmental proceedings or any proceedings to protect our brand or other intellectual property.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 14
General economic conditions .
2 unchanged sentences
• fluctuations in currency exchange rates;
−Removed: • global pandemics, such as the COVID-19, or other public health crises;
−Removed: • the impact of political instability, natural disasters, war and/or events of terrorism, such as the war between Russia and Ukraine, and the corresponding tensions created from such conflict between Russia, the United States and countries in Europe as well as other countries such as China;
−Removed: • macro-economic fluctuations in the United States and global economies, including those that impact discretionary consumer spending such as fluctuations that resulted from the COVID-19 pandemic, changes in interest rates or inflation;
+Added: • global pandemics or other public health crises;
+Added: • the impact of political instability, natural disasters, war and/or events of terrorism, such as the military conflicts in Ukraine and the Middle East, and the corresponding tensions created from such conflict between Russia, the United States and countries in Europe as well as other countries such as China;
+Added: • macro-economic fluctuations in the United States and global economies, including those that impact discretionary consumer spending, changes in interest rates or inflation;
• changes in business cycles that affect the markets in which we sell our products.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 14
Technological factors .
6 unchanged sentences
In a cloud computing environment, a user’s computer may be a so-called “dumb terminal” with minimal processing power and limited need for high-performance components.
−Removed: Through cloud computing, gamers will be able to access and play graphically sophisticated games that they may not be able to otherwise play on a PC that is not fully equipped with the necessary, and often expensive, hardware.
−Removed: If cloud computing is widely accepted, the demand for high-performance computer gaming hardware products such as the PC high-performance memory, prebuilt and custom gaming PCs and laptops, and other PC gaming components we sell, could diminish significantly.
+Added: Through cloud computing, gamers are able to access and play graphically sophisticated games that they may not be able to otherwise play on a PC that is not fully equipped with the necessary, and often expensive, hardware.
+Added: If cloud computing is widely adopted, the demand for high-performance computer gaming hardware products such as the PC high-performance memory, prebuilt and custom gaming PCs and laptops, and other PC gaming components we sell, could diminish significantly.
As a result, if cloud computing gaming were to become widely adopted, such adoption could seriously harm our business.
7 unchanged sentences
• constraints on consumer spending caused by higher inflation, increased interest rates and exchange rate fluctuations, leading to weaker consumer demand for our products;
−Removed: • increased risk of excess and obsolete inventories, which may require write-downs or impairment charges, such as the $22.5 million inventory impairment and related charges recognized during the second quarter of 2022;
+Added: • increased risk of excess and obsolete inventories, which may require write-downs or impairment charges;
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 15
• financial distress or bankruptcy of key suppliers or third-party manufacturers, resulting in insufficient product quantities to meet demand or increases in the cost of producing our products;
2 unchanged sentences
DRAM integrated circuits account for most of the cost of producing our DRAM modules and fluctuations in the market price of DRAM integrated circuits may have a material impact on our net revenue and gross profit.
−Removed: DRAM integrated circuits, or ICs, account for most of the cost of producing our DRAM modules.
+Added: DRAM integrated circuits (“ICs”) account for most of the cost of producing our DRAM modules.
The market for these ICs is highly competitive and cyclical.
Prices of DRAM ICs have historically been subject to volatility over relatively short periods of time due to a number of factors, including imbalances in supply and demand.
−Removed: We expect these fluctuations will recur in the future, which could seriously harm our business.
+Added: These fluctuations have occurred in the past and we expect they will recur in the future, which could seriously harm our business.
For example, changes in the selling prices of our DRAM modules can have a substantial impact on our net revenue as our performance memory products represents a significant portion of our overall net revenue.
−Removed: In addition, declines in the market price of ICs enable our competitors to lower prices and we will likely be forced to lower our product prices in order to
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 15
−Removed: compete effectively which could have an adverse effect on our net revenue.
−Removed: Further, because we carry inventory of DRAM ICs and DRAM modules at our facility in Taiwan, fluctuations in the market price of these ICs can have an effect on our gross margin.
+Added: In addition, declines in the market price of ICs enable our competitors to lower prices and we will likely be forced to lower our product prices in order to compete effectively which could have an adverse effect on our net revenue.
+Added: Further, because we carry inventory of DRAM ICs and DRAM modules, fluctuations in the market price of these ICs can have an effect on our gross margin.
For example, declines in the prices of these ICs and their related products have tended to have a negative short-term impact on gross margin of our DRAM modules.
3 unchanged sentences
We purchase those DRAM ICs, pursuant to purchase orders and not long-term supply contracts, largely from third-party distributors and, to a lesser extent, directly from those manufacturers.
−Removed: According to the most recent external market share data for the trailing twelve months average, ended September 30, 2023, Samsung, a manufacturer of DRAM ICs, had an approximately 41.6% share of the worldwide DRAM IC market, compared to approximately 29.4% for Hynix and approximately 24.7% for Micron in each case for the same period.
−Removed: However, should supply from any of these vendors be limited, there can be no assurance that we would be able to meet our needs by purchasing DRAM ICs produced by other manufacturers or from agents and distributors.
+Added: Should supply from any of these vendors be limited, there can be no assurance that we would be able to meet our needs by purchasing DRAM ICs produced by other manufacturers or from agents and distributors.
Further, there are a limited number of companies capable of producing the high-speed DRAM ICs required for our high-performance DRAM modules, and any inability to procure the requisite quantities and quality of DRAM ICs could reduce our production of DRAM modules and could seriously harm our business.
−Removed: The ongoing war between Russia and Ukraine and the ongoing conflict in Gaza could adversely affect our business, financial condition and results of operations.
−Removed: In February 2022, Russian military forces invaded Ukraine.
−Removed: In response, Ukrainian military personnel and civilians are actively resisting the invasion.
−Removed: Although the length, impact and outcome of the war is highly unpredictable, this war has contributed to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as an increase in cyberattacks and espionage.
−Removed: Russia's recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military action against Ukraine have also led to an unprecedented expansion of sanction programs imposed by the United States, the European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People's Republic and the so-called Luhansk People's Republic.
−Removed: The situation is rapidly evolving as a result of the war in Ukraine, and the United States, the European Union and other countries may implement additional sanctions, export controls or other measures against Russia, Belarus and other countries, regions, officials, individuals or industries in the respective territories.
−Removed: In response to Russia’s invasion of Ukraine and the aforementioned sanctions, with effect from February 2022, we ceased the sale of all of our products in Russia.
−Removed: While we do not expect this decision to have a material adverse effect on our business, results of operations or financial condition, such sanctions and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, could adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations.
−Removed: In addition, the war, sanctions against Russia and Russia’s drastic reduction to the supply of natural gas to Europe in response to sanctions had in the past, and could in the future, negatively impact the production and sales of consumer electronics due to a variety of factors such as lower consumer confidence, disruption of supply chains, semiconductor chip shortage since Russia and Ukraine are critical suppliers of neon gas and palladium used in chip production, energy shortages and high energy prices, and cybersecurity threats.
−Removed: These factors have in the past adversely impacted our operations, sales and profitability, and could do so in the future.
−Removed: Separately, on October 7, 2023, Hamas, a U.S.-designated terrorist organization, launched a series of coordinated attacks from the Gaza Strip onto Israel.
−Removed: On October 8, 2023, Israel formally declared war on Hamas, and the armed conflict is ongoing as of the date of this filing.
−Removed: Hostilities between Israel and Hamas could escalate and involve surrounding countries in the Middle East.
−Removed: Furthermore, following Hamas’ attack on Israel, the Houthi movement, which controls parts of Yemen, launched a number of attacks on marine vessels in the Red Sea.
−Removed: The Red Sea is an important maritime route for international trade.
−Removed: As a result of such disruptions, we may experience in the future extended lead times, delays in supplier deliveries, and increased freight costs.
−Removed: The risk of ongoing supply disruptions may further result in delayed deliveries of our products.
−Removed: We are actively monitoring the situation in Ukraine and the ongoing conflict in Gaza and assessing the impacts on our business, including our suppliers and customers.
−Removed: We have no way to predict the progress or outcome of the war in Ukraine or its impacts in Ukraine, Russia or Belarus, or of the conflict in the Israel-Gaza regions and any potential increases in hostilities in the Middle East, as these situations, and any resulting government reactions, are constantly evolving and are beyond our control.
−Removed: The extent and duration of the military action, sanctions and any resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time.
+Added: The ongoing wars in Ukraine and the Middle East could adversely affect our business, financial condition and results of operations.
+Added: In February 2022, Russian military forces invaded Ukraine, and in October 2023, Hamas, a U.S.-designated terrorist organization, launched a series of coordinated attacks from the Gaza Strip onto Israel.
+Added: Although the length, impact and outcome of these wars are highly unpredictable, these wars have contributed to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as an increase in cyberattacks and espionage.
+Added: We are continuing to monitor the situations in Ukraine and the Middle East and assessing the impacts on our business, including our suppliers and customers.
+Added: Despite the recent ceasefire deal in the Middle East, we have no way to definitively predict the outcome of the wars in Ukraine and the Middle East or their impacts in Ukraine, Russia or Belarus, the Middle East, or the surrounding areas, as these wars, and any resulting government reactions, are constantly evolving and are beyond our control.
+Added: The extent and duration of the military action, sanctions and any resulting market disruptions could be significant and could potentially have a substantial impact on the global economy and our business for an unknown period of time.
Any of the abovementioned factors could affect our business, financial condition and results of operations.
Any such disruptions may also magnify the impact of other risks described in this Annual Report on Form 10-K.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 16
If we lose or are unable to attract and retain key management, our ability to compete could be seriously harmed and our financial performance could suffer.
−Removed: Our performance depends to a significant degree upon the contributions of our management team, particularly Andrew J.
−Removed: Paul, our co-founder, Chief Executive Officer and Director.
+Added: Our performance depends to a significant degree upon the contributions of our management team, particularly our co-founder, Chief Executive Officer and Director.
If we lose the services of one or more of our key executives, we may not be able to successfully manage our business, meet competitive challenges or achieve our growth objectives.
To the extent that our business grows, we will need to attract and retain additional qualified management personnel in a timely manner, and we may not be able to do so.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 16
We rely on highly skilled personnel and if we are unable to attract, retain or motivate key personnel or hire qualified personnel our business may be seriously harmed.
8 unchanged sentences
A significant percentage of our net revenue is generated by sales of DRAM modules.
−Removed: In particular, net revenue generated by sales of DRAM modules accounted for a total of 31.2% and 34.3% of our net revenue for the years ended December 31, 2023 and 2022, respectively.
+Added: Net revenue generated by sales of DRAM modules accounted for a total of 29.2% and 31.2% of our net revenue for the years ended December 31, 2024 and 2023, respectively.
As a result, any significant decrease in average selling prices of our DRAM modules, whether as a result of declining market prices of DRAM ICs or for any other reason, would seriously harm our business.
11 unchanged sentences
In addition, because of our reliance on key customers, the loss of one or more key customers as a result of bankruptcy or liquidation or otherwise, and the resulting loss of sales, may seriously harm our business.
−Removed: We have limited manufacturing facilities that only assemble our DRAM modules, custom built PCs, custom cooling and controllers, we have no guaranteed sources of supply of products or components and we depend upon a small number of
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 17
−Removed: manufacturers, some of which are exclusive or single-source suppliers, to supply our products, each of which may result in product or component shortages, delayed deliveries and quality control problems.
+Added: We have limited manufacturing facilities that only assemble our DRAM modules, custom built PCs, custom cooling and controllers, we have no guaranteed sources of supply of products or components and we depend upon a small number of manufacturers, some of which are exclusive or single-source suppliers, to supply our products, each of which may result in product or component shortages, delayed deliveries and quality control problems.
We maintain limited manufacturing facilities that only assemble certain products such as our DRAM modules, custom built PCs, custom cooling and performance controllers, and as a result, we depend entirely upon third parties to manufacture and supply the products we sell and the components used in our products such as gaming peripherals and gaming components.
3 unchanged sentences
In addition, we carry limited inventory of our products, and the loss of one or more of these manufacturers or suppliers, or a significant decline in production or deliveries by any of them, could significantly limit our shipments of products or prevent us from shipping the products entirely.
−Removed: If one of our exclusive or single-source manufacturers were to stop production, or experience product quality or shortage issues, we may be unable to locate or engage a suitable replacement on terms we consider acceptable and, in any event, there would likely be significant delays and considerable costs involved in transitioning production to a new manufacturer.
+Added: If one of our exclusive or single-source manufacturers were to stop production, or experience product quality or shortage issues, we may be unable to locate or engage a suitable replacement on terms we
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 17
+Added: consider acceptable and, in any event, there would likely be significant delays and considerable costs involved in transitioning production to a new manufacturer.
If our proprietary iCUE software or Elgato streaming software suite have any “bugs” or glitches, or if we are unable to update the iCUE software or Elgato streaming software suite to incorporate innovations, our business may be seriously harmed.
Because most of the products we sell are linked through either our iCUE software or our Elgato streaming software suite, “bugs” or other glitches in the software may cause it to not perform reliably, meet our quality standards or meet performance specifications.
−Removed: Further, even if we detect any bugs or other glitches in the iCUE software or our Elgato streaming software suite we may be unable to update the affected software effectively to remediate these problems.
+Added: Further, even if we detect any bugs or other glitches in the iCUE software or our Elgato streaming software suite we may be unable to effectively remediate these problems.
In addition, in order for us to stay competitive, we need to update the iCUE software, Elgato streaming software suite and any other software utilized by our products, to incorporate innovations and other changes to address gamers and content creators’ changing needs.
6 unchanged sentences
Product quality issues, whether as a result of design or manufacturing flaws or the use of components that are not of the requisite quality or do not meet our specifications, could result in product recalls, product redesign efforts, lost revenue, loss of reputation, and significant warranty and other expenses.
−Removed: In that regard, we have previously voluntarily recalled the SF-series PSUs.
Recalls of products and warranty-related issues can be costly, cause damage to our reputation and result in increased expenses, lost revenue and production delays.
6 unchanged sentences
Further, a majority of the world’s semiconductors, in particular the advanced ones often used in gaming PCs are manufactured in Taiwan.
−Removed: The fact that all of these facilities, manufacturers, suppliers and factories are concentrated in China, Taiwan and countries in Southeast Asia exposes us to numerous risks.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 18
−Removed: We believe one of the most significant risks associated with this concentration is that production may be interrupted or limited because of labor shortages in southern China, restrictive health and safety measures in response to the COVID-19 pandemic and by strains on the local infrastructure.
−Removed: In addition, production at facilities located in China, Taiwan or Southeast Asia, including our own manufacturing, testing and packaging facility in Taiwan, and deliveries from those facilities, may be adversely affected by tensions, hostilities or trade disputes involving China, Taiwan, the United States or other countries.
+Added: The fact that all of these facilities, manufacturers, suppliers and factories are concentrated in China, Taiwan and countries in Southeast Asia exposes us to geopolitical risks in these areas.
+Added: Production at facilities located in China, Taiwan or Southeast Asia, including our own facility in Taiwan, and deliveries from those facilities, may be adversely affected by tensions, hostilities or trade disputes involving China, Taiwan, the United States or other countries.
There is potential for considerable political instability in Taiwan related to its disputes with China, including China’s threats to potentially annex Taiwan.
3 unchanged sentences
• the interpretation and enforcement of China’s laws continues to evolve, which may make it more difficult for us to obtain a reliable supply of our products at predictable costs;
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 18
• these facilities are located in regions that may be affected by earthquakes, typhoons, other natural disasters, pandemic outbreaks, political instability, military actions, power outages or other conditions that may cause a disruption in supply;
1 unchanged sentence
• our reliance on foreign manufacturers and suppliers exposes us to other risks of doing business internationally, some of which are described below under “We conduct our operations and sell our products internationally and the effect of business, legal and political risks associated with international operations may seriously harm our business.”
−Removed: In addition, if significant tariffs or other restrictions are placed on Chinese imports or any related counter-measures are taken by China, our business may be seriously harmed if such tariffs or counter-measures affect the manufacturing costs of any of our products.
+Added: In addition, the current U.S.
+Added: presidential administration has implemented tariffs on imports from China.
+Added: If other restrictions are placed on Chinese imports or any related counter-measures are taken by China, our business may be seriously harmed if such tariffs or counter-measures affect the manufacturing costs of any of our products.
Further, such tariffs could adversely impact our gross profits if we cannot pass the increased costs incurred as a result of these tariffs through to our consumers, or if the resulting increased prices result in a decrease in consumer demand.
15 unchanged sentences
Because our products must cross international borders, we are subject to risk of delay if our documentation does not comply with customs rules and regulations or for similar reasons.
−Removed: In addition, any increases in customs duties or tariffs, as a result of changes to existing trade agreements between countries or otherwise, could increase our costs or the final cost of our products to our retailer
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 19
−Removed: customers or gamers or decrease our margins.
+Added: In addition, any increases in customs duties or tariffs, as a result of changes to existing trade agreements between countries or otherwise, could increase our costs or the final cost of our products to our retailer customers or gamers or decrease our margins.
The laws governing customs and tariffs in many countries are complex, subject to many interpretations and often include substantial penalties for non-compliance.
7 unchanged sentences
In addition, government authorities and industry organizations may adopt new standards that apply to our products.
−Removed: As a result, we may need to invest significant resources in research and development to maintain our market position, keep pace with technological changes and compete effectively.
+Added: As a result, we may need to invest significant resources in research and development to
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 19
+Added: maintain our market position, keep pace with technological changes and compete effectively.
Our product development expenses were $67.5 million and $65.3 million for the years ended December 31, 2024 and 2023, respectively, representing 5.1% and 4.5% of our net revenue for these periods, respectively.
Our failure to improve our products, create new and relevant categories of products and adapt to changing business models in a timely manner may seriously harm our business.
−Removed: In addition, Russia’s invasion of Ukraine, poor relations between the United States and Russia, and sanctions by the United States and the European Union against Russia could have an adverse impact on our research and development efforts as we outsource significant research and development activities to companies in Ukraine.
We order most of our products from third-party manufacturers based on our forecasts of future demand and targeted inventory levels, which exposes us to the risk of both product shortages, which may result in lost sales and higher expenses, and excess inventory, which may require us to sell our products at substantial discounts and lead to write-offs.
2 unchanged sentences
This makes it difficult for us to adjust our inventory levels if orders fall below our expectations.
−Removed: Our failure to predict low demand for our products could result in excess inventory, as well as lower cash flows and lower margins if we were unable to sell a product or if we were required to lower product prices in order to reduce inventories, and may also result in inventory write-downs such as the $22.5 million inventory impairment and related charges recognized during the second quarter of 2022.
+Added: Our failure to predict low demand for our products could result in excess inventory, as well as lower cash flows and lower margins if we were unable to sell a product or if we were required to lower product prices in order to reduce inventories, and may also result in inventory write-downs.
In addition, the cancellation or reduction of orders by our customers may also result in excess inventory.
8 unchanged sentences
Our indemnification obligations to our customers and suppliers for intellectual property infringement claims could require us to pay substantial amounts and may seriously harm our business.
−Removed: We indemnify a limited number of retailer customers for damages and costs which may arise if our products infringe third-party patents or other proprietary rights.
+Added: We are obligated to indemnify a limited number of retailer customers for damages and costs which may arise if our products infringe third-party patents or other proprietary rights.
We may periodically have to respond to claims and litigate these types of indemnification obligations.
−Removed: Any such indemnification claims could require us to make substantial settlement, damages or royalty payments or result in our incurring substantial legal costs.
+Added: Any such indemnification obligations could require us to make substantial settlement, damages or royalty payments or result in our incurring substantial legal costs.
Our insurance does not cover intellectual property infringement.
−Removed: The potential amount of future payments to defend lawsuits or settle or otherwise satisfy indemnified claims under any of these indemnification provisions may be
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 20
+Added: The potential amount of future payments to defend lawsuits or settle or otherwise satisfy indemnified claims under any of these indemnification provisions may be unlimited.
We also have replacement obligations for product warranty claims relating to our products.
8 unchanged sentences
If integration with the products of those or other companies becomes more difficult, our products would likely be more difficult to use or may not be compatible with key hardware, operating systems or other products, which would seriously harm our reputation and the utility and desirability of our products, and, as a result, would seriously harm our business.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 20
One of our strategies is to grow through acquisitions, which could result in operating difficulties, dilution to our stockholders and other seriously harmful consequences.
17 unchanged sentences
We need substantial working capital to operate our business, and we rely to a significant degree upon credit extended by our manufacturers and suppliers and borrowings under our revolving credit facility to meet our working capital needs.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 21
−Removed: unable to meet our working capital needs, we may be required to reduce expenses or product purchases, or delay the development, commercialization and marketing of our products, which would seriously harm our business.
+Added: If we are unable to meet our working capital needs, we may be required to reduce expenses or product purchases, or delay the development, commercialization and marketing of our products, which would seriously harm our business.
We need substantial working capital to operate our business.
5 unchanged sentences
Additional financing may not be available on terms acceptable to us or at all.
−Removed: In particular, our access to other debt financing is limited by the negative covenant in our credit agreement restricting our ability to incur other indebtedness, as well as the financial covenants therein prohibiting our Consolidated Total Net Leverage Ratio from exceeding 3.25 to 1.00 for the quarter ended December 31, 2023, and 3.00 to 1.00 from the quarter ending March 31, 2024 and each quarter thereafter or our Consolidated Interest Coverage Ratio being less than 2.50 to 1.00 for the quarter ended December 31, 2023, and 3.00 to 1.00 from the quarter ending March 31, 2024 and each quarter thereafter (both tested quarterly on a trailing four fiscal quarter basis).
−Removed: As a result, such restrictions could limit, perhaps substantially, the amount of indebtedness we are permitted to borrow under other debt arrangements.
−Removed: To the extent we incur additional indebtedness under our revolving credit facility or are required to incur indebtedness from other sources (if available and if permitted by the credit facility) to provide working capital, it could increase our interest expense and expose us to other risks of leverage.
+Added: In particular, our access to other debt financing is limited by the negative covenant in our credit agreement restricting our ability to incur other indebtedness, as well as the financial covenants therein prohibiting our Consolidated Total Net Leverage Ratio (“CTNL Ratio”) from exceeding 3.00 to 1.00 beginning 2024 and our Consolidated Interest Coverage Ratio (“CIC Ratio”) being less than 3.00 to 1.00 beginning 2024 (both tested quarterly on a trailing four fiscal quarter basis), with the provision that the maximum CTNL Ratio can be temporarily increased to 3.50 to 1.00 upon the occurrence of a Qualified Acquisition (as defined in, and subject to the requirements of the Credit Agreement (as defined below)).
+Added: As a result, such restrictions could limit, perhaps substantially, the amount of permitted indebtedness under other debt arrangements.
+Added: To the extent we incur additional indebtedness under our revolving credit facility or are required to incur indebtedness from other sources (if available and if permitted by the credit facility) to provide working capital, it could increase our interest expense and
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 21
+Added: expose us to other risks of leverage.
Any inability to meet our working capital or other cash needs as and when required would likely seriously harm our business, results of operations and financial condition and adversely affect our growth prospects and stock price and could require, among other things, that we reduce expenses, which might require us to reduce shipments of our products or our inventory levels substantially or to delay or curtail the development, commercialization and marketing of our products.
17 unchanged sentences
As a result, any breach or failure to comply with covenants contained in our debt instruments could seriously harm our business.
−Removed: Moreover, our credit facilities are secured by substantially all of our assets (including capital stock of our subsidiaries), except assets of our foreign subsidiaries and shares of some of our foreign subsidiaries, and if we are unable to pay indebtedness secured by collateral when due, whether at maturity or if declared due and payable by the lender following a default, the lender generally has the right to seize and sell the collateral securing that indebtedness.
−Removed: There can be no assurance that we will not breach the covenants or other terms of our credit facilities or any other debt instruments in the future and, if
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 22
−Removed: a breach occurs, there can be no assurance that we will be able to obtain necessary waivers or amendments from the lender or to refinance the related indebtedness on terms we find acceptable, or at all.
+Added: Moreover, our credit facilities are secured by substantially all of our assets (including capital stock of most of our subsidiaries), but excluding assets of some of our foreign subsidiaries, and if we are unable to pay indebtedness secured by collateral when due, whether at maturity or if declared due and payable by the lender following a default, the lender generally has the right to seize and sell the collateral securing that indebtedness.
+Added: There can be no assurance that we will not breach the covenants or other terms of our credit facilities or any other debt instruments in the future and, if a breach occurs, there can be no assurance that we will be able to obtain necessary waivers or amendments from the lender or to refinance the related indebtedness on terms we find acceptable, or at all.
As a result, any breach or default of this nature may seriously harm our business.
Restrictions under our credit facilities .
−Removed: We must comply with covenants under our current credit facilities, which require the maintenance of a maximum Consolidated Total Net Leverage Ratio of 3.25 to 1.00 for the quarter ended December 31, 2023, and 3.00 to 1.00 from the quarter ending March 31, 2024 and each quarter thereafter and a minimum Consolidated Interest Coverage Ratio of 2.50 to 1.00 for the quarter ended December 31, 2023, and 3.00 to 1.00 from the quarter ending March 31, 2024 and each quarter thereafter (as defined in our credit facilities).
−Removed: While we were in compliance with all applicable financial covenants under our credit facilities as of December 31, 2023, there can be no assurance that we will not breach these financial covenants in our credit facilities in the future or other covenants in our future credit facilities.
+Added: We must comply with covenants under our current credit facilities, which require the maintenance of a maximum CTNL Ratio of 3.00 to 1.00 and a minimum CIC Ratio of 3.00 to 1.00 beginning 2024 (as defined in our credit facilities), with the provision that the maximum CTNL Ratio can be temporarily increased to 3.50 to 1.00 upon the occurrence of a Qualified Acquisition (as defined in, and subject to the requirements of the Credit Agreement).
+Added: While we were in compliance with all applicable financial covenants under our credit facilities as of December 31, 2024, there can be no assurance that we will not breach these financial covenants in our existing and future credit facilities.
Our credit facilities also include covenants that limit or restrict our ability to, among other things, incur liens on our properties, make acquisitions and other investments and sell assets, in each case, subject to specified exceptions.
1 unchanged sentence
Our credit facilities also contain restrictions on our ability to pay dividends or make distributions in respect of our common stock or redemptions or repurchases of our common stock.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 22
We conduct our operations and sell our products internationally and the effect of business, legal, geopolitical and economic risks associated with international operations may seriously harm our business.
−Removed: Sales to customers outside the United States accounted for 54.8% and 54.6% our net revenue in 2023 and 2022, respectively.
+Added: Sales to customers outside the United States accounted for 53.3% and 54.8% of our net revenue in 2024 and 2023, respectively.
In addition, substantially all of the products that we sell are manufactured at facilities in Asia.
15 unchanged sentences
• imposition of currency exchange controls or taxes that make it impracticable or costly to repatriate funds from foreign countries.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 23
To the extent we successfully execute our strategy of expanding into new geographic areas, these and similar risks will increase.
12 unchanged sentences
Any such expenditures attributable to research conducted outside the United States must be capitalized and amortized over a 15-year period.
−Removed: In addition, the Inflation Reduction Act of 2022 imposes a minimum tax of 15% on certain corporations with book income of at least $1 billion, subject to certain adjustments, and a 1% excise tax on certain stock buybacks and similar corporate actions.
+Added: In addition, the Inflation Reduction Act of 2022 imposes a minimum tax of 15% on certain
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 23
+Added: corporations with book income of at least $1 billion, subject to certain adjustments, and a 1% excise tax on certain stock buybacks and similar corporate actions.
While certain other draft legislation has been proposed in the U.S., the likelihood of any proposed changes to the tax law being enacted or implemented is unclear, and we are currently unable to predict whether such changes will occur.
If any such changes are implemented, we are currently unable to predict the ultimate impact on our business and therefore there can be no assurance our business will not be adversely affected.
−Removed: In addition, the Organization for Economic Co-Operation and Development (the “OECD”) has released guidance and blueprints covering various topics, including a global minimum effective tax rate of 15% on certain corporate groups known as “Pillar Two”, and rules governing transfer pricing, country-by-country reporting, and definitional changes to permanent establishment that could ultimately impact our tax liabilities as those guidance and blueprints are potentially implemented in various jurisdictions.
−Removed: For example, on December 12, 2022, the European Union member states agreed to implement the “Pillar Two” global corporate minimum tax rate as of January 1, 2024.
−Removed: In addition, various other countries where we do business have implemented or plan to implement the “Pillar Two” global corporate minimum tax rate in 2024 and are also actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals.
−Removed: The enactment of this and similar legislation could significantly increase our tax obligations in many countries where we do business.
+Added: In addition, the Organization for Economic Co-Operation and Development (“OECD”) has released guidance and blueprints covering various topics, including a global minimum effective tax rate of 15% on certain corporate groups known as “Pillar Two”, and rules governing transfer pricing, country-by-country reporting, and definitional changes to permanent establishment that could ultimately impact our tax liabilities as those guidance and blueprints are potentially implemented in various jurisdictions.
+Added: For example, the European Union, or the EU, adopted the Pillar Two on December 12, 2022, requiring EU Member States to implement the OECD’s global minimum tax rules by 31 December 2023.
+Added: In addition, various other countries where we do business have implemented or plan to implement the “Pillar Two” global corporate minimum tax rate in 2024 and 2025 and are also actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals.
+Added: We have evaluated the impact from the OECD Pillar Two rules and determined that there is no impact to our financial position for the year of 2024.
Our effective tax rate could also increase due to several factors, including:
8 unchanged sentences
Finally, because we have substantial operations in a number of locations worldwide, tax authorities in various jurisdictions may raise questions concerning matters such as transfer pricing, whether revenues or expenses should be attributed to particular countries, the presence or absence of permanent establishments in particular countries and similar matters.
−Removed: In addition, we have engaged in a number of material restructuring transactions in various jurisdictions, and the tax positions we have adopted in connection with these
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 24
−Removed: restructuring transactions may be subject to challenge.
+Added: In addition, we have engaged in a number of material restructuring transactions in various jurisdictions, and the tax positions we have adopted in connection with these restructuring transactions may be subject to challenge.
Accordingly, a material assessment by a tax authority in any jurisdiction could require that we make significant cash payments without reimbursement.
If this were to occur, our business may be seriously harmed.
−Removed: Our ability to utilize our net operating losses, or NOLs, carryforwards and certain other tax attributes may be limited.
+Added: Our ability to utilize our net operating losses (“NOLs”) carryforwards and certain other tax attributes may be limited.
Our ability to utilize our NOL carryforwards to offset potential future taxable income and related income taxes that would otherwise be due is dependent upon our generation of future taxable income before the expiration dates of the NOL carryforwards, and we cannot predict with certainty when, or whether, we will generate sufficient taxable income to use all of our NOL carryforwards.
−Removed: Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research and development tax credits) to offset its post-change income or taxes may be limited.
+Added: Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research and development tax credits) to offset its post-change income or taxes may be limited.
As of December 31, 2024, we had NOL carryforwards for U.S.
2 unchanged sentences
In the event that we experience ownership changes due to future transactions in our stocks, the utilization of NOLs to reduce our future taxable income and tax liabilities may be limited, which could affect our profitability.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 24
System security and data protection breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue and increase our expenses, which may seriously harm our business.
−Removed: We rely on the reasonably secure processing of personal, confidential and other sensitive information in our computer systems, hardware, software, technology infrastructure and online sites and networks as well as those provided by third parties, collectively IT Systems.
−Removed: Security breaches, computer malware and cyber-attacks have become more prevalent and sophisticated in recent years, creating an evolving landscape of cybersecurity risks that threaten the confidentiality, integrity and availability of our IT systems and data that we and our providers process.
+Added: We process personal, confidential and other sensitive information (“Confidential Information”) in our computer systems, hardware, software, technology infrastructure and online sites and networks as well as those provided by third parties, collectively IT Systems.
+Added: Security breaches, computer malware and cyber-attacks have become more prevalent and sophisticated in recent years, creating an evolving landscape of cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information that we and our providers process.
These threats are constantly evolving, making it increasingly difficult to successfully defend against them or implement adequate preventative measures.
−Removed: These malicious attacks have occurred on our IT Systems in the past and are expected to occur in the future.
−Removed: Threat actors may include experienced computer programmers, opportunistic hackers and hacktivists, state-sponsored organizations and employees who, due to malfeasance or error, may penetrate our security controls and misappropriate or compromise our confidential information or that of our employees or third parties, which in turn, may create system disruptions or cause shutdowns.
−Removed: These threat actors may also develop and deploy viruses, worms, bugs, ransomware and other malicious software programs that attack or otherwise exploit security vulnerabilities in our systems using increasingly sophisticated techniques and tools – including artificial intelligence – that circumvent security controls, evade detection and remove forensic evidence.
+Added: Threat actors may include experienced computer programmers, opportunistic hackers and hacktivists, state-sponsored organizations and employees who, due to malfeasance or error, may penetrate our security controls and misappropriate or compromise our Confidential Information or that of our employees or third parties, which in turn, may create disruptions to our IT Systems or cause shutdowns.
+Added: These threat actors may also develop and deploy viruses, worms, bugs, ransomware and other malicious software programs that attack or otherwise exploit security vulnerabilities in our IT Systems using increasingly sophisticated techniques – including phishing and social engineering – and tools – including artificial intelligence – that can circumvent security controls, evade detection and remove forensic evidence.
Further, we offer the flexibility to work remotely, which introduces heightened cybersecurity risks as remote working environments can be less secure and more susceptible to cyber-attacks due to cybersecurity risks associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.
−Removed: We have taken steps to put in place safeguards designed to protect the security of all the information we process and that our providers process on our behalf, but despite these efforts, we cannot guarantee that we or our providers will not suffer harmful security breaches, cyber-attacks, acts of vandalism, computer viruses, malware, ransomware, denial-of-service attacks, human error issues or other similar events that lead to misplaced or lost information, programming and/or other similar issues.
−Removed: Additionally, for portions of our IT infrastructure, including business management and communication software products, we rely on products and services provided by third parties, a number of which process personal information on our behalf.
+Added: We have taken steps to put in place safeguards designed to protect the security of all the Confidential Information we process and that our providers process on our behalf, but despite these efforts, we cannot guarantee that we or our providers will not suffer harmful security breaches, cyber-attacks, acts of vandalism, computer viruses, malware, ransomware, denial-of-service attacks, human error issues or other similar events that lead to misplaced or lost information, programming and/or other similar issues.
+Added: These malicious attacks have occurred on our IT Systems in the past and are expected to occur in the future.
+Added: While to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future.
+Added: For portions of our IT Systems, including business management and communication software products, we rely on products and services provided by third parties, a number of which process personal information on our behalf.
There can be no assurance that the privacy and security related measures and safeguards we have put in place in relation to these third parties will be effective to protect us and/or the relevant personal information from the risks associated with the third-party storage, transmission and other processing of such information.
These providers may also experience breaches and attacks to their products which may impact our systems.
−Removed: Data security breaches may also result from non-technical means, such as actions by an employee with access to our systems.
+Added: Data security breaches may also result from non-technical means, such as actions by an employee with access to our IT Systems.
To defend against security threats, both to our internal systems and those of our customers, we must continuously engineer more secure products and enhance security and reliability features, which may result in increased expenses, and does not guarantee that we will be able to anticipate, detect, investigate, remediate or recover from cybersecurity incidents and attacks or avoid a material adverse impact to our IT Systems, data or business.
−Removed: Actual or perceived breaches of our security measures, those of third-parties or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary, personal, sensitive or confidential information about us, our partners, our customers or third parties have exposed, and, in the future, could expose us and other affected parties to a risk of loss or misuse of this information, resulting in litigation (including class actions) and potential liability, paying damages, regulatory inquiries, investigations or actions, damage to our brand and reputation or other serious harm to our business.
+Added: Actual or perceived breaches of our security measures, those of third-parties or the accidental loss, inadvertent disclosure or unapproved dissemination of Confidential Information about us, our partners, our customers or third parties have exposed, and, in the future, could expose us and other affected parties to a risk of loss or misuse of this information, resulting in litigation (including class actions) and potential liability, paying damages, regulatory inquiries, investigations or actions, damage to our brand and reputation or other serious harm to our business.
Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies have adopted breach notification and other requirements in the event that information subject to such laws is accessed by unauthorized persons.
−Removed: Complying with the numerous and complex regulations in the event of a data security breach could be expensive and difficult, and failure to comply with these regulations could subject us to regulatory
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 25
−Removed: scrutiny and additional liability.
+Added: Complying with the numerous and complex regulations in the event of a data security breach could be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and additional liability.
We may also be contractually required to notify customers or other counterparties of a security incident, including a data security breach.
6 unchanged sentences
In connection with certain of our products, we collect information related to our gamers and creators.
−Removed: This information is increasingly subject to an ever-evolving patchwork of legislation, regulations and industry standards in numerous jurisdictions around the world.
−Removed: Government actions are typically intended to protect the privacy and security of personal information and its collection, storage, transmission, use and distribution in or from the governing jurisdiction and other processing.
+Added: This information is increasingly subject to an ever-evolving patchwork of legislation, regulations and industry standards in numerous jurisdictions around the world that are typically intended to protect the privacy and security of personal information and its collection, storage, transmission, use and distribution in or from the governing jurisdiction and other processing.
and foreign governments and agencies may in the future enact new legislation and promulgate new regulations governing collection, use, disclosure, storage, transmission, destruction or other processing of personal data and other information.
−Removed: As such, and because various jurisdictions have different laws and regulations concerning the use, storage, transmission and other processing of such information, we may face requirements that pose compliance challenges in existing markets as well as new international markets that we seek to enter, potentially requiring additional investment in resources for compliance programs, and impacting business operations and availability of previously useful data.
−Removed: For example, in the United States, the Federal Trade Commission and state regulators enforce a variety of data privacy issues, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws.
−Removed: In addition, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the “CCPA”) creates individual privacy rights for California consumers and increases the privacy and security obligations of entities handling certain information about individuals.
−Removed: For example, the CCPA gives California residents rights to access, delete or correct their personal information and opt out of certain processing of personal information.
−Removed: Failure to comply with the CCPA creates additional risks including enforcement by the California Attorney General or the California Privacy Protection Agency, limited private rights of actions for certain data breaches and damage to reputation.
−Removed: Since the CCPA went into effect, comprehensive privacy statutes that share similarities with the CCPA have been enacted in Virginia, Colorado, Connecticut, Utah and other states.
−Removed: Many other states are currently reviewing or proposing the need for greater regulation of the collection, sharing, use and other processing of information related to individuals for marketing purposes or otherwise and there remains increased interest at the federal level as well, reflecting a trend towards more stringent data privacy legislation.
+Added: As such, and because various jurisdictions have different laws and regulations concerning the use, storage, transmission and other processing of such information, we may face
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 25
+Added: requirements that pose compliance challenges in existing markets as well as new international markets that we seek to enter, potentially requiring additional investment in resources for compliance programs, and impacting business operations and availability of previously available data.
+Added: For example, certain states have adopted or modified data privacy and security laws and regulations that apply to our business.
+Added: The California Consumer Privacy Act, (the “CCPA”) gives California residents rights to access, delete or correct their personal information and opt out of certain processing of personal information and places certain obligations on entities processing information about California residents.
+Added: The enactment of the CCPA has prompted a wave of similar legislative developments in other states and many other states are currently reviewing or proposing the need for greater regulation of the collection, sharing, use and other processing of information related to individuals for marketing purposes or otherwise and there remains increased interest at the federal level as well, reflecting a trend towards more stringent data privacy legislation.
+Added: Failure to comply with the CCPA and other similar state privacy laws creates additional risks including enforcement by the applicable Attorney General or, in the case of California, the California Privacy Protection Agency;
+Added: limited private rights of actions for certain data breaches;
+Added: and damage to reputation.
We are also subject to legislation in Europe and the U.K., such as the European Union General Data Protection Regulation (the “EU GDPR”) and to the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (the “UK GDPR”, and together with the EU GDPR, the “GDPR”).
−Removed: The GDPR imposes comprehensive data privacy compliance obligations in relation to our collection, processing, sharing, disclosure, transfer and other use of personal information, including a principal of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit.
−Removed: The GDPR has also imposed more stringent operational requirements for companies that are subject to the GDPR, including:
−Removed: requiring detailed disclosures about how personal information is to be collected, used and processed;
−Removed: demonstrating that appropriate legal bases are in place to justify data processing activities;
−Removed: complying with rights for data subjects with regard to their personal information (including access, erasure (the right to be “forgotten”) and portability);
−Removed: limitations on retention of personal information;
−Removed: and mandatory data breach notification requirements to regulators (and in certain cases, individuals).
+Added: The GDPR imposes comprehensive data privacy compliance obligations in relation to our collection, processing, sharing, disclosure, transfer and other use of personal information and data protection authorities in the European Economic Area (the “EEA”), and the UK have the power to impose administrative fines for violations of the GDPR and the GDPR provides for private litigation related to the processing of personal data that can be brought by classes of data subjects or consumer protection organizations authorized at law to represent the data subjects’ interests.
The EU GDPR and UK GDPR also regulate cross-border transfers of personal information out of the EEA and the U.K.
−Removed: Recent legal developments in Europe have created uncertainty regarding transfers of data from the EEA and the U.K.
+Added: Legal developments in Europe have created uncertainty regarding transfers of data from the EEA and the U.K.
and other jurisdictions.
−Removed: For example, in 2020, the Court of Justice of the European Union (“CJEU”) invalidated Decision 2016/1250 on the adequacy of the protection provided by the EU-U.S.
−Removed: Privacy Shield Framework (the “Privacy Shield”), under which personal information could be transferred from the EEA (and the U.K.) to relevant self-certified U.S.
−Removed: The CJEU further noted that reliance on the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism and potential alternative to the Privacy Shield) alone may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis.
−Removed: In 2022, President Joe Biden signed an executive order to implement the new EU-US Data Privacy Framework, which have been effective transfer mechanisms to self-certified US entities under the framework (and the U.K.
−Removed: extension) since July 2023 and October 2023, respectively (“EU-US Data Privacy Protection Framework”).
−Removed: We rely on the newest standard contractual clauses of June 4, 2021, for our intragroup, customer and vendor agreements.
+Added: Although the U.K.
+Added: currently has an adequacy decision from the European Commission, such that standard contractual clauses are not required for the transfer of personal data from the EEA to the U.K., that decision will sunset in June 2025 unless extended and it may be revoked in the future by the European Commission.
+Added: Adding further complexity for international data transfers, the U.K.
+Added: adopted its own International Data Transfer Agreement for transfers of personal data out of the U.K.
+Added: to so-called third countries, as well as an international data transfer addendum that can be used with the standard contractual clauses for the same purpose.
+Added: The EU-US Data Privacy Framework (and the U.K.
+Added: extension) have also been effective transfer mechanisms to self-certified US entities under the framework since July 2023 and October 2023, respectively.
+Added: We rely on the newest standard contractual clauses of June 4, 2021, for our intragroup, customer and vendor agreements for transfers out of the EEA and on the international data transfer addendum to the standard contractual clauses for transfers out of the U.K.
Notwithstanding the above, we expect the existing legal complexity and uncertainty regarding international personal data transfers to continue.
1 unchanged sentence
we may have to stop using certain tools and vendors and make other operational changes;
−Removed: we may have to implement revised standard contractual
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 26
−Removed: clauses for existing intragroup, customer and vendor arrangements within required time frames;
+Added: we may have to implement revised standard contractual clauses for existing intragroup, customer and vendor arrangements within required time frames;
and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our business, operations or financial results.
+Added: The EU and UK also impose cybersecurity obligations on organizations that manufacture computers and peripheral equipment.
+Added: These cybersecurity obligations are primarily imposed through EU Member States’ implementation of Directive (EU) 2022/2555 (the “NIS 2 Directive”) in the EU and the Product Security and Telecommunications Infrastructure Act 2022 (“PSTI”), and Cyber Resilience Act (the “CRA”) in the UK.
+Added: The NIS 2 Directive imposes a robust range cybersecurity obligations, including a list of minimum cybersecurity measures that must be adopted and leaves the door open to EU Member States to impose more stringent requirements on in-scope entities with respect to cybersecurity than provided for under the text of the NIS 2 Directive.
+Added: The PSTI, amongst other things, imposes obligations on manufacturers, importers and distributors of specific categories of consumer connectable products to comply with minimum security requirements with a view to securing such products against cyber-attacks.
+Added: The CRA will impose obligations on manufacturers, importers and distributors of products with a digital component to ensure that such products adhere to minimum security requirements once its obligations come into force.
+Added: Failure to comply with any of these cybersecurity regimes may subject us to fines and other penalties.
+Added: Given the rapidly evolving nature of the regulatory landscape (e.g., the EU-wide NIS2 Directive, the EU-wide Cyber Resilience Act and the U.K.’s PSTI), we may be unable to ensure timely compliance with these requirements, which may adversely impact our business, financial condition and results of operations.
We are also subject to evolving privacy laws on cookies, tracking technologies and e-marketing.
3 unchanged sentences
and European court and regulator decisions are driving increased attention to cookies and tracking technologies.
−Removed: If the trend of increasing proceedings by litigants and enforcement by regulators of the strict approach in recent guidance and decisions continues, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities.
+Added: If the trend of increasing proceedings by litigants and enforcement by regulators of the strict approach in recent guidance and decisions continues, this could lead to substantial costs, require significant systems changes, limit the effectiveness of
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 26
+Added: our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities.
In light of the complex and evolving nature of privacy laws on cookies and tracking technologies, it may lead to broader restrictions and impairments on our marketing and personalization activities and may negatively impact our efforts to understand users.
Compliance with existing and emerging privacy and cybersecurity laws, regulations and industry standards could result in increased compliance costs and/or lead to changes in business practices and policies.
−Removed: While we have taken various measures to help ensure that our policies, processes and systems are in compliance with our obligations, we cannot guarantee that regulators or consumers will agree with our approach to compliance and any failure to protect the confidentiality of client information could adversely affect our reputation, lead to private litigation against us, and require additional investment in resources, impact strategies and availability of previously useful data, any of which could materially and adversely affect our business, operating results and financial condition.
+Added: While we have taken various measures to help ensure that our policies, processes and systems are in compliance with our obligations, we cannot guarantee that regulators or consumers will agree with our approach to compliance and any failure to protect the confidentiality of client information could adversely affect our reputation, lead to private litigation (including class actions) against us, and require additional investment in resources, impact strategies and availability of previously available data, any of which could materially and adversely affect our business, operating results and financial condition.
We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.
+Added: We use AI in our business, and challenges relating to the development and use of AI, including generative AI, could result in competitive harm, reputational harm, and legal liability, and adversely affect our results of operations.
+Added: We use AI, machine learning, and automated decision-making technologies, including proprietary AI and machine learning algorithms and models, (collectively “AI Technologies”) throughout our business, and are making significant investments in this area.
+Added: For example, we use AI Technologies for various internal business uses and in certain customer offerings, such as customer support.
+Added: As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of, or our investments in, such technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability.
+Added: For example, a number of aspects of intellectual property protection in the field of AI and machine learning are currently under development, and there is uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for AI and machine learning systems and relevant system input and outputs.
+Added: If we fail to obtain protection for the intellectual property rights concerning our AI Technologies, or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and development efforts to develop competing products which could adversely affect our business, reputation and financial condition.
+Added: In addition, the regulatory framework for AI Technologies is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations.
+Added: Existing laws and regulations may also be interpreted in ways that would affect the operation of our AI Technologies, or could be rescinded or amended as new administrations take differing approaches to evolving AI Technologies.
+Added: For example, in the United States, the California Privacy Protection Agency is currently in the process of finalizing regulations under the CCPA regarding the use of automated decision-making and California regulators have enacted new laws that further regulate the use of AI Technologies and provide consumers with additional protections around companies’ use of AI Technologies while placing additional requirements on companies, including to disclose certain uses of generative AI.
+Added: Other states have also passed AI-focused legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.
+Added: In Europe, the EU Artificial Intelligence Act, for which the majority of requirements will apply beginning August 2, 2026, establishes a comprehensive, risk-based governance framework for AI in the EU market, setting requirements around transparency, assessments, human oversight and more for companies that develop, use and / or provide AI in the EU.
+Added: It is possible that further new laws and regulations (or interpretations of existing laws and regulations), including around intellectual property, data privacy, competition and antitrust laws, may limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our products, services and business.
+Added: The cost to comply with such laws, including resources that may be needed to adjust our products or services, could be significant and increase our operating expenses.
+Added: Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.
We may be adversely affected by the financial condition of retailers and distributors to whom we sell our products and may also be adversely affected by the financial condition of our competitors.
2 unchanged sentences
In addition, a retailer or distributor experiencing financial difficulties generally increases our exposure to uncollectible receivables.
−Removed: Moreover, if one of our distributors or retailer customers experiences financial distress or bankruptcy, they may be required to liquidate their inventory of our products, or similar products that compete with our products, at reduced prices, which can result in substantial over-supply and reduced demand for our products over the short term.
+Added: Moreover, if one of our
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 27
+Added: distributors or retailer customers experiences financial distress or bankruptcy, they may be required to liquidate their inventory of our products, or similar products that compete with our products, at reduced prices, which can result in substantial over-supply and reduced demand for our products over the short term.
If any of these circumstances were to occur, it could seriously harm our business.
3 unchanged sentences
Our online operations, where we sell a number of products through our online stores, subject us to certain risks that could seriously harm our business, financial condition and results of operations.
−Removed: For example, the operation and expansion of our online stores may seriously harm our relationships with our retailers and distributors.
+Added: For example, we may face liability for online credit card fraud and problems in connection with adequately securing the payment systems of our online operations.
Further existing and future regulations and laws could impede the growth of our online operations.
5 unchanged sentences
We rely on this service provider to handle, among other things, payment and processing of online sales.
−Removed: If the service provider does not perform these functions satisfactorily, we may find another third-party service provider or undertake such operations ourselves, but we may not be able to
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 27
−Removed: successfully do either.
−Removed: In either case, our online sales and our customer service reputation could be adversely affected which, in turn, may seriously harm our business.
+Added: If the service provider does not perform these functions satisfactorily, we may find another third-party service provider or undertake such operations ourselves, but we may not be able to successfully do either.
+Added: In either case, our online sales and our reputation could be adversely affected which, in turn, may seriously harm our business.
We may recognize restructuring and impairment charges in future periods, which will adversely affect our operating results and could seriously harm our business.
6 unchanged sentences
Impairment charges will adversely affect our operating results and could seriously harm our business.
−Removed: Our future success depends to a large degree on our ability to defend the Corsair brand and product family brands such as SCUF, Elgato and iCUE from infringement and, if we are unable to protect our brand and other intellectual property, our business may be seriously harmed.
+Added: Our future success depends to a large degree on our ability to defend the Corsair brand and product family brands such as SCUF, Elgato, Fanatec and iCUE from infringement and, if we are unable to protect our brand and other intellectual property, our business may be seriously harmed.
We consider the Corsair brand to be one of our most valuable assets.
−Removed: We also consider the Elgato, Origin, SCUF brands and iCUE proprietary technology brands.
+Added: We also consider the Elgato, Origin, SCUF, Fanatec brands and iCUE proprietary technology brands.
Our future success depends to a large degree upon our ability to defend the Corsair brand, proprietary technology brands and product family brands from infringement and to protect our other intellectual property.
2 unchanged sentences
It is possible that any patent owned by us will be invalidated, deemed unenforceable, circumvented or challenged and that our pending or any future patent applications will not be granted.
−Removed: In addition, other intellectual property laws or our confidentiality procedures and contractual provisions may not adequately protect our intellectual property and others may independently develop similar technology, duplicate our products, or design around any intellectual property rights we may have.
+Added: In addition, other intellectual property laws or our confidentiality procedures and contractual provisions may not adequately protect our intellectual property and trade secrets, and others may independently develop similar technology, duplicate our products, or design around any intellectual property rights we may have.
Any of these events may seriously harm our business.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 28
Certain of the licenses pursuant to which we are permitted to use the intellectual property of third parties can be terminated at any time by us or the other party.
If we are unable to negotiate and maintain licenses on acceptable terms, we will be required to develop alternative technology internally or license it from other third parties, which may be difficult and costly or impossible.
−Removed: The expansion of our business will require us to protect our trademarks, domain names, copyrights, patents and other intellectual property rights in an increasing number of jurisdictions, a process that is expensive and sometimes requires litigation.
−Removed: If we are unable to protect and enforce our trademarks, domain names, copyrights, patents and other intellectual property rights, or prevent third parties from infringing upon them, our business may be seriously harmed.
+Added: The expansion of our business will require us to protect our trademarks, domain names, copyrights, patents, trade secrets and other intellectual property rights in an increasing number of jurisdictions, a process that is expensive and sometimes requires litigation or other enforcement proceedings.
+Added: If we are unable to protect and enforce our trademarks, domain names, copyrights, patents, trade secrets and other intellectual property rights, or prevent third parties from infringing upon them, our business may be seriously harmed.
We have taken steps in the past to enforce our intellectual property rights and expect to continue to do so in the future.
However, it may not be practical or cost-effective for us to enforce our rights with respect to certain items of intellectual property fully, or at all, particularly in developing countries where the enforcement of intellectual property rights may be more difficult than in the United States.
−Removed: It is also possible that, given the costs of obtaining patent protection, we may choose not to seek patent protection for certain items of intellectual property that may later turn out to be important.
+Added: Additionally, there can be no assurance that we will be able to successfully enforce our intellectual property rights or obtain sufficient remedies if they are breached, against our competitors or third parties.
+Added: Further, it is possible that, given the costs of obtaining patent protection, we may choose not to seek patent protection for certain items of intellectual property that may later turn out to be important.
+Added: If we fail to meaningfully establish, maintain, protect our proprietary information and enforce our intellectual property rights, our business, financial condition and results of operations could be adversely affected.
Some of our products contain open source software, which may pose particular risks to our proprietary software and products.
Our products rely on software licensed by third parties under open source licenses, including as incorporated into software we receive from third-party commercial software vendors, and will continue to rely on such open source software in the future.
−Removed: Use of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, updates, warranties or other contractual protections regarding infringement claims or the quality of the code, and the wide availability of source code to components used in our products could expose us to security vulnerabilities.
+Added: Use of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, updates, warranties or other contractual protections regarding infringement claims or the quality of the code, and the wide availability of source code for open source software components used in our products could expose us to security vulnerabilities.
Further, the terms of many open source licenses have not been interpreted by U.S.
courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or commercialize our products.
−Removed: As a result, we may face claims from third parties claiming ownership of what we believe to be open source software.
−Removed: In addition, by the terms of some open source licenses, under certain conditions, we could be required to release our proprietary source code, and to make our
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 28
−Removed: proprietary software available under open source licenses, including authorizing further modification and redistribution.
+Added: As a result, we may face claims from third parties claiming ownership of what we believe to be open source software, and, under certain conditions, we could be required to release our proprietary source code, and to make our proprietary software available under open source licenses, including authorizing further modification and redistribution.
These claims or requirements could result in litigation and could require us to purchase a costly license or cease offering the implicated products unless and until we can re-engineer them to avoid infringement or release of our proprietary source code.
5 unchanged sentences
Companies in the technology industry are frequently subject to litigation or disputes based on allegations of infringement or other violations of intellectual property rights.
−Removed: We have faced claims that we have infringed, or that our use of components or products supplied to us by third parties have infringed, patents or other intellectual property rights of others in the past and may in the future face similar claims.
+Added: In the past, we have faced claims that we have infringed, misappropriated or otherwise violated third party intellectual property rights and that our use of components or products supplied to us by third parties have infringed, misappropriated or otherwise violated third party intellectual property rights, and we may face similar claims in the future.
Any intellectual property claims, with or without merit, can be time-consuming, expensive to litigate or settle and can divert management resources and attention.
For example, in the past we have settled claims relating to infringement allegations and agreed to make royalty or license payments in connection with such settlements.
−Removed: An adverse determination could require that we pay damages, which could be substantial, or stop using technologies found to be in violation of a third-party’s rights and could prevent us from selling some of our products.
−Removed: In order to avoid these restrictions, we may have to seek a license for the technology.
−Removed: Any such license may not be available on reasonable terms or at all, could require us to pay significant royalties and may significantly increase our operating expenses or otherwise seriously harm our business or operating results.
+Added: As a result of an adverse determination or settlement of such claims, we may be required to pay damages, which could be substantial, stop use of the technologies found to be in violation of a third-party’s rights, or divert significant resources towards litigation or dispute resolution, all of which could prevent us from developing, selling or using some of our products that incorporate the asserted intellectual property.
As a result, we may be required to develop alternative non-infringing technologies, which could require significant effort and expense and might not be successful or, if alternative non-infringing technologies already exist, we may be required to license those technologies from third parties, which may be expensive or impossible.
If we cannot license or develop technologies for any infringing aspects of our business, we may be forced to halt sales of our products incorporating the infringing technologies and may be unable to compete effectively.
−Removed: Any of these results may seriously harm our business.
+Added: Any of these results
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 29
+Added: or any inquiry, allegation or claim of intellectual property infringement or misappropriation against us or any of our partners and/or suppliers, whether or not successful, could seriously harm our business, prospects, financial condition and operating results.
We and our contract manufacturers may be adversely affected by seismic activity or other natural disasters, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
2 unchanged sentences
In addition, typhoons and other severe weather systems frequently affect Taiwan.
−Removed: Most of the third-party facilities where our products and some of the components used in our products is manufactured are located in China, Taiwan, Southeast Asia and other areas that are known for seismic activity and other natural disasters.
+Added: Most of the third-party facilities where our products and some of the components used in our products are manufactured are located in China, Taiwan, Southeast Asia and other areas that are known for seismic activity and other natural disasters.
Earthquakes in any of the foregoing areas may also result in tsunamis.
3 unchanged sentences
Our operations, properties and the products we sell are subject to a variety of U.S.
−Removed: and foreign environmental laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous and non-hazardous materials and waste, and remediation of releases of hazardous materials.
+Added: and foreign environmental laws and regulations governing, among other things, product energy efficiency standards, air emissions, wastewater discharges, management and disposal of hazardous and non-hazardous materials and waste, and remediation of releases of hazardous materials.
Our failure to comply with present and future requirements under these laws and regulations, or environmental contamination or releases of hazardous materials on our leased premises, as well as through disposal of our products, could cause us to incur substantial costs, including clean-up costs, personal injury and property damage claims, fines and penalties, costs to redesign our products or upgrade our facilities and legal costs, or require us to curtail our operations.
3 unchanged sentences
Environmental laws and regulations could also require that we redesign our products or change how our products are made, any of which could seriously harm our business.
−Removed: The costs of complying with environmental laws and regulations
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 29
−Removed: or the effect of any claims or liability concerning or resulting from noncompliance or environmental contamination could also seriously harm our business.
+Added: The costs of complying with environmental laws and regulations or the effect of any claims or liability concerning or resulting from noncompliance or environmental contamination could also seriously harm our business.
Under the Dodd-Frank Act, the SEC adopted disclosure and reporting requirements for companies that use “conflict” minerals originating from the Democratic Republic of Congo or adjoining countries.
11 unchanged sentences
As of December 31, 2024, EagleTree beneficially owned approximately 53.7% of our common stock and is able to control our affairs in all cases.
−Removed: Further, pursuant to the terms of an Investor Rights Agreement between us and EagleTree, EagleTree has the right, among other things, to designate the chairman of our board of directors, as well as the right to nominate up to five out of eight directors to our board of directors as long as affiliates of EagleTree beneficially own at least 50% of our common stock, four directors as long as affiliates of EagleTree beneficially own at least 40% and less than 50% of our common stock, three directors as long as affiliates of EagleTree beneficially own at least 30% and less than 40% of our common stock, two directors as long as affiliates of EagleTree beneficially own at least 20% and less than 30% of our common stock and one director as long as affiliates of EagleTree beneficially own at least 10% and less than 20% of our common stock.
+Added: Further, pursuant to the terms of an Investor Rights Agreement between us and EagleTree, EagleTree has the right, among other things, to designate the chairman of our board of directors, as well as the right to nominate up to five out of eight directors to our board of directors as long as affiliates of EagleTree beneficially own at least 50% of our common stock, four directors as long as affiliates of EagleTree beneficially own at least 40% and less than 50% of our common stock, three directors as long as affiliates of EagleTree beneficially own at least 30% and less than 40% of our common stock, two directors as long as affiliates of
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 30
+Added: EagleTree beneficially own at least 20% and less than 30% of our common stock and one director as long as affiliates of EagleTree beneficially own at least 10% and less than 20% of our common stock.
As a result of the foregoing, EagleTree or its respective designees to our board of directors will have the ability to control the appointment of our management, the entering into of mergers, sales of substantially all or all of our assets and other extraordinary transactions and influence amendments to our amended and restated certificate of incorporation and bylaws.
4 unchanged sentences
EagleTree may acquire or seek to acquire assets that we seek to acquire and, as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue.
−Removed: We are a “controlled company” within the meaning of the Nasdaq Global Select Market rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.
+Added: We are a “controlled company” within the meaning of the Nasdaq Global Select Market rules and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements.
You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
EagleTree controls a majority of the voting power of our outstanding common stock.
−Removed: As a result, we are a “controlled company” within the meaning of the corporate governance standards of the Nasdaq Global Select Market, or Nasdaq.
+Added: As a result, we are a “controlled company” within the meaning of the corporate governance standards of the Nasdaq Global Select Market (“Nasdaq”).
Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including requirements that:
1 unchanged sentence
• our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee purpose and responsibilities;
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 30
• our director nominations be made, or recommended to the full board of directors, by our independent directors or by a nominations committee that is composed entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process.
14 unchanged sentences
• strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 31
• developments of new technologies or other innovations;
2 unchanged sentences
• changes in accounting principles;
−Removed: • the outbreak of epidemics or pandemics, such as the COVID-19 pandemic;
−Removed: • natural disasters, terrorist acts, acts of war or periods of widespread civil unrest, such as any military actions taken as a result of the war between Russia and Ukraine and the war between Israel and Hamas;
+Added: • the outbreak of epidemics or pandemics;
+Added: • natural disasters, terrorist acts, acts of war or periods of widespread civil unrest, such as any military actions taken as a result of the military conflicts in Ukraine and the Middle East;
• changes in general market and economic conditions.
7 unchanged sentences
If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline.
−Removed: Based upon the number of shares outstanding as of December 31, 2023, we had
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 31
−Removed: outstanding a total of 103.3 million shares of common stock.
+Added: Based upon the number of shares outstanding as of December 31, 2024, we had outstanding a total of 104.8 million shares of common stock.
Of these shares, all of the shares of our common stock sold in the initial public offering, in the secondary offering in January 2021 and in the primary offering in November 2022, are freely tradable, without restriction, in the public market.
11 unchanged sentences
• require that actions to be taken by our stockholders may only be taken at an annual or special meeting of our stockholders and not be taken by majority written consent when EagleTree owns less than a majority of our outstanding common stock;
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 32
• specify that special meetings of our stockholders can be called only by the Secretary at the direction of our board of directors or the Chairman of our board of directors and not by our stockholders or any other persons when EagleTree owns less than a majority of our outstanding common stock;
5 unchanged sentences
• require the affirmative vote by the holders of at least two-thirds of the combined voting power of all shares of our outstanding capital stock entitled to vote generally in the election of our directors (voting as a single class) in order to amend certain provisions of our certificate of incorporation or bylaws, including those provisions changing the size of the board of directors, the removal of certain directors, the availability of action by majority written consent of the stockholders or the restriction on business combinations with interested stockholders, among others;
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 32
• when EagleTree owns less than a majority of our outstanding common stock, require the affirmative vote by the holders of at least two-thirds of the combined voting power of all shares of our outstanding capital stock entitled to vote generally in the election of our directors (voting as a single class) for any amendment, alteration, change, addition, rescission or repeal of our amended and restated certificate of incorporation.
−Removed: We have opted out of Section 203 of the Delaware General Corporation Law, or DGCL, which prevents stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations involving us unless certain conditions are satisfied.
+Added: We have opted out of Section 203 of the Delaware General Corporation Law (the “DGCL”), which prevents stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations involving us unless certain conditions are satisfied.
However, our amended and restated certificate of incorporation will include similar provisions that we may not engage in certain business combinations with interested stockholders for a period of three years following the time that the stockholder became an interested stockholder, subject to certain conditions.
4 unchanged sentences
• we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law.
−Removed: Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;
+Added: Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;
• we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;
1 unchanged sentence
• we will not be obligated pursuant to our amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification;
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 33
• the rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons;
10 unchanged sentences
Moreover, if one or more of the analysts who cover our company downgrade our common stock or if our operating results or prospects do not meet their expectations, the market price of our common stock could decline.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 33
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
11 unchanged sentences
In addition, our amended and restated certificate of incorporation provides that, to the fullest extent permitted by law, no officer or director of ours who is also an officer, director, employee, managing director or other affiliate of EagleTree will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual was presented with a corporate opportunity, other than specifically in their capacity as one of our officers or directors, and ultimately directs such corporate opportunity to EagleTree instead of us, or does not communicate information regarding a corporate opportunity to us that the officer, director, employee, managing director or other affiliate has directed to EagleTree.
−Removed: For instance, a director of our company who also serves as a director, officer or employee of EagleTree, or any of its respective portfolio companies, funds or other affiliates may pursue certain acquisitions or other opportunities that may be complementary to our business and, as a result, such acquisition or other opportunities may not be available to us.
+Added: For instance, a director of our company who also serves as a director, officer or employee of EagleTree, or any of its respective portfolio companies, funds or other affiliates may pursue certain acquisitions or other opportunities that may be complementary to our business and, as a result, such acquisition or other
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 34
+Added: opportunities may not be available to us.
As of December 31, 2024, this provision of our amended and restated certificate of incorporation relates only to the EagleTree director designees.
10 unchanged sentences
An adverse outcome in any such litigation could require us to pay damages, which may include punitive damages, attorneys’ fees and costs.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 34
As a result, noncompliance or any related enforcement or civil actions could result in governmental sanctions and possible civil or criminal litigation, which could seriously harm our business and result in a significant diversion of management’s attention and resources.
Failure to comply with the U.S.
−Removed: Foreign Corrupt Practices Act, other applicable anti-corruption and anti-bribery laws, and applicable trade sanctions and export control laws could subject us to penalties and other adverse consequences that may seriously harm our business.
+Added: Foreign Corrupt Practices Act, other applicable anti-corruption and anti-bribery laws, and applicable economic and trade sanctions and export control laws could subject us to penalties and other adverse consequences that may seriously harm our business.
Our products are manufactured and/or assembled in China and Taiwan, where we maintain a manufacturing facility, as well as countries in Southeast Asia, and we sell our products in many countries outside of the United States.
Our operations are subject to the U.S.
−Removed: Foreign Corrupt Practices Act, or the FCPA, as well as the anti-corruption and anti-bribery laws in the countries where we do business.
+Added: Foreign Corrupt Practices Act (the “FCPA”), as well as the anti-corruption and anti-bribery laws in the countries where we do business.
The FCPA prohibits covered parties from offering, promising, authorizing or giving anything of value, directly or indirectly, to a “foreign government official” with the intent of improperly influencing the official’s act or decision, inducing the official to act or refrain from acting in violation of lawful duty, or obtaining or retaining an improper business advantage.
2 unchanged sentences
In addition, our business must be conducted in compliance with applicable trade sanctions and export control laws and regulations, such as those administered and enforced by the U.S.
−Removed: Department of Treasury’s Office of Foreign Assets Control, or OFAC, the U.S.
+Added: Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S.
Department of State, the U.S.
2 unchanged sentences
Our global operations expose us to the risk of violating, or being accused of violating, economic and trade sanctions and export control laws and regulations.
−Removed: While we have implemented policies, internal controls and other measures reasonably designed to promote compliance with applicable anti-corruption and anti-bribery and trade sanctions and export control laws and regulations, our employees, representatives, distributors or agents may engage in improper conduct for which we might be held responsible.
−Removed: Any violations of these anti-corruption and anti-bribery or trade sanctions and export controls laws and regulations, or even allegations of such violations, can lead to an investigation and/or enforcement action, which could disrupt our operations, may expose us to reputational harm, involve significant management distraction and lead to significant costs and expenses, including legal fees.
−Removed: If we, or our employees, representatives, distributors or agents acting on our behalf, are found to have engaged in practices that violate these laws and regulations, we could suffer severe fines and penalties, profit disgorgement, injunctions on future conduct, securities litigation, bans on transacting government business, delisting from securities exchanges and other consequences that may seriously harm our business, financial condition and results of operations.
+Added: While we have implemented policies, internal controls and other measures reasonably designed to promote compliance with applicable anti-corruption and anti-bribery and economic and trade sanctions and export control laws and regulations, our employees, representatives, distributors or agents may engage in improper conduct for which we might be held responsible.
+Added: Any violations of these anti-corruption and anti-bribery or economic and trade sanctions and export controls laws and regulations, or even allegations of such violations, can lead to an investigation and/or enforcement action, which could disrupt our operations, may expose us to reputational harm, involve significant management distraction and lead to significant costs and expenses, including legal fees.
+Added: If we, or our employees, representatives, distributors or agents acting on our behalf, are found to have engaged in practices that violate these laws and regulations, we could suffer severe fines and penalties, profit disgorgement, injunctions on future conduct, securities litigation, bans on transacting government business, delisting from securities exchanges and other consequences that may seriously
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 35
+Added: harm our business, financial condition and results of operations.
In addition, our brand and reputation, our sales activities or our stock price could be adversely affected if we become the subject of any negative publicity related to actual or potential violations of anti-corruption, anti-bribery or trade control laws and regulations.
1 unchanged sentence
We may not complete needed improvements to our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock and your investment.
−Removed: We are subject to the rules and regulations established from time to time by the Securities and Exchange Commission, or SEC, and Nasdaq.
+Added: We are subject to the rules and regulations established from time to time by the SEC and Nasdaq.
These rules and regulations require, among other things, that we establish and periodically evaluate procedures with respect to our internal controls over financial reporting.
5 unchanged sentences
In addition, as a public company we are required to document and test our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal controls over financial reporting.
−Removed: Likewise, our independent registered public accounting firm is required to provide an
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 35
−Removed: attestation report on the effectiveness of our internal controls over financial reporting in our Annual Reports on Form 10-K.
+Added: Likewise, our independent registered public accounting firm is required to provide an attestation report on the effectiveness of our internal controls over financial reporting in our Annual Reports on Form 10-K.
If our management is unable to certify the effectiveness of our internal controls or if our independent registered public accounting firm cannot deliver a report attesting to the effectiveness of our internal controls over financial reporting, or if we identify or fail to remediate material weaknesses in our internal controls, we could be subject to regulatory scrutiny and a loss of public confidence, which could seriously harm our reputation and the market price of our common stock.
In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our common stock price and may seriously harm our business.
−Removed: We have and will continue to incur significant expenses as a result of being a public company, which have and will continue to negatively impact our financial performance.
−Removed: As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company.
−Removed: We are subject to the reporting requirements of the U.S.
−Removed: Exchange Act of 1934, as amended, or the Exchange Act, which will require, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition.
−Removed: In addition, the Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and the stock exchange on which our securities are listed to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices.
−Removed: Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, the SEC has adopted additional rules and regulations in these areas, such as mandatory “say-on-pay” voting requirements.
−Removed: Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.
−Removed: The rules and regulations applicable to public companies have substantially increased our legal and financial compliance costs.
−Removed: If these requirements divert the attention of our management and personnel from other business concerns, they could seriously harm our business, financial condition and results of operations.
−Removed: The increased costs will decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business or increase the prices of our products.
−Removed: For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage.
−Removed: We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.
+Added: We incur significant expenses as a result of being a public company, and our management needs to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
+Added: As a public company, we incur significant legal, accounting and other expenses.
+Added: The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Nasdaq rules and other applicable securities rules and regulations impose various requirements on public companies.
+Added: Our management and other personnel need to devote a substantial amount of time to compliance with these requirements.
+Added: Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly.
The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
1 unchanged sentence
Our business could be negatively impacted by corporate citizenship and ESG matters and/or our reporting of such matters.
−Removed: Institutional, individual, and other investors, proxy advisory services, regulatory authorities, consumers and other stakeholders are increasingly focused on environmental, social and governance, or ESG, practices of companies.
+Added: Institutional, individual, and other investors, proxy advisory services, regulatory authorities, consumers and other stakeholders are increasingly focused on environmental, social and governance (“ESG”) practices of companies.
As we look to respond to evolving standards for identifying, measuring, and reporting ESG metrics, our efforts may result in a significant increase in costs and may nevertheless not meet investor or other stakeholder expectations and evolving standards or regulatory requirements, which may negatively impact our financial results, our reputation, our ability to attract or retain employees, our attractiveness as a service provider, investment, or business partner, or expose us to government enforcement actions, private litigation, and actions by stockholders or stakeholders.
1 unchanged sentence
Cybersecurity.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 36
Risk management and strategy
3 unchanged sentences
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
−Removed: Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 36
−Removed: common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
+Added: Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program includes:
3 unchanged sentences
• a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents.
−Removed: We are in the process of implementing a process to oversee and identify risks from using third-party service providers, suppliers and vendors who have access to our critical systems and information.
+Added: Our work on developing and implementing a process to oversee and identify risks from using third-party service providers, suppliers and vendors who have access to our critical systems and information is ongoing .
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
2 unchanged sentences
The Committee receives quarterly reports from management on our cybersecurity risks.
−Removed: In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
+Added: In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as, where it deems appropriate, any incidents with lesser impact potential.
The Committee reports to the full Board regarding its activities, including those related to cybersecurity.
1 unchanged sentence
Board members receive presentations on cybersecurity topics from our CIO, internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.
−Removed: Our management team, including our Chief Executive Officer, Chief Financial Officer, Chief Information Officer, and Vice President and General Counsel, is responsible for assessing and managing our material risks from cybersecurity threats.
+Added: Our management team, including our Chief Executive Officer, Chief Financial Officer, Chief Information Officer (the “CIO”), and Vice President and General Counsel, is responsible for assessing and managing our material risks from cybersecurity threats.
The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
−Removed: Our management team’s experience includes security certifications in International Information System Security Certification Consortium (“ISC2”), Information Systems Audit and Control Association (“ISACA”) and The International Council of E-Commerce Consultants (“EC-Council”).
+Added: The CIO has over 20 years’ experience managing the cybersecurity function across multiple companies.
+Added: The information security team’s experience includes security certifications in International Information System Security Certification Consortium (“ISC2”), Information Systems Audit and Control Association (“ISACA”) and The International Council of E-Commerce Consultants (“EC-Council”).
+Added: We have a security incident response framework in place.
+Added: This is part of the process we employ to inform our management and Board of Directors about and to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
+Added: Our cybersecurity framework includes regular compliance assessments of our policies and standards in relation to applicable state and federal statutes and regulations.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel;
1 unchanged sentence
and alerts and reports produced by security tools deployed in the IT environment.
+Added: Corsair Gaming, Inc.
+Added: | 2024 Form 10-K | 37
Our current principal executive office is located in Milpitas, California and consists of approximately 118,000 square feet of space under a lease that expires in August 2032.
4 unchanged sentences
We believe that the facilities that we currently occupy are adequate for our current needs and that suitable additional space will be available, as needed, to accommodate the presently foreseeable expansion of our operations.
−Removed: Corsair Gaming, Inc.
−Removed: | 2023 Form 10-K | 37
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.