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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-27 · 55 added, 17 removed, 181 unchanged (28% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, the end of the period covered by this Annual Report on Form 10-K.

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act).

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management concluded that our internal control over financial reporting was effective, at the reasonable assurance level, as of December 31, 2023.

We have excluded the business acquired as part of the Fanatec Acquisition from our assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by us in a business acquisition during 2024.

The total assets and total net revenues excluded represent 5% and 2% of the related consolidated financial statement amounts as of and for the year ended December 31, 2024, respectively.

Based upon our evaluation under the framework in the Internal Control-Integrated Framework (2013), management has concluded that our internal control over financial reporting was effective, at the reasonable assurance level, as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

6 unchanged sentences

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Other Information.

On December 7, 2023 , Andrew J.

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

On November 30, 2023 , Michael G.

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

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

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

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

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

Corsair Gaming, Inc.

| 2024 Form 10-K | 84

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

Corsair Gaming, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Corsair Gaming, Inc.

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Fanatec during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Fanatec’s internal control over financial reporting associated with 5% of total assets and 2% of total net revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Fanatec.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Corsair Gaming, Inc.

| 2024 Form 10-K | 85

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

San Francisco, California

February 26, 2025

Corsair Gaming, Inc.

| 2024 Form 10-K | 86

Other Information.

On December 4, 2024 , Andy Paul , the Company’s Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 750,000 shares of the Company’s common stock pursuant to the exercise of non-qualified stock options until June 30, 2026 .

On December 18, 2024 , Michael Potter, the Company’s Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to (i) 39,798 shares of the Company’s common stock to be issued upon the vesting of restricted stock and (ii) 680,549 shares of the Company’s common stock pursuant to the exercise of stock options until December 18, 2025 .

Disclosure Reg arding Foreign Jurisdictions That Prevent Inspections.

3 unchanged sentences

Directors, Executive Off icers and Corporate Governance.

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

The information required by this Item may be found in our Definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our 2025 Annual Meeting of Stockholders (the “Proxy Statement”) and is incorporated herein by reference to our Proxy Statement.

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

100 unchanged sentences

August 3, 2023

Indemnification Letter, by and between Corsair Gaming, Inc.

and Corsair Group (Cayman), LP.

August 1, 2024

Fourth Amendment, dated as of August 19, 2024, to Credit Agreement, dated as of September 3, 2021, by and among Corsair Gaming, Inc., as borrower, and certain of its subsidiaries, as guarantors, the lender

November 6, 2024

Corsair Gaming, Inc.

| 2024 Form 10-K | 90

parties named therein, and Bank of America, N.A.

as administrative agent.

Insider Trading Compliance Policy and Procedures

List of the Registrant’s Significant Subsidiaries.

1 unchanged sentence

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

Corsair Gaming, Inc.

| 2023 Form 10-K | 89

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

3 unchanged sentences

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

February 27, 2024

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

16 unchanged sentences

Chief Financial Officer

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

(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

13 unchanged sentences

February 26, 2025

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

(Principal Financial Officer and Principal Accounting Officer)

/s/ Anup Bagaria

17 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures