Corsair Gaming, Inc. 10-K

Item 9A. Controls and Procedures. 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 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 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. 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. Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, 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. 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. Corsair Gaming, Inc. | 2024 Form 10-K | 84 Table of Contents 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 Table of Contents 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. /s/ KPMG LLP San Francisco, California February 26, 2025 Corsair Gaming, Inc. | 2024 Form 10-K | 86 Table of Contents Item 9B. 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 . Item 9C. Disclosure Reg arding Foreign Jurisdictions That Prevent Inspections. Not Applicable. Corsair Gaming, Inc. | 2024 Form 10-K | 87 Table of Contents PART III Item 10. Directors, Executive Off icers and Corporate Governance. 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. Item 11. Executiv e Compensation. The information required by this Item is incorporated herein by reference to our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters. The information required by this Item is incorporated herein by reference to our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item is incorporated herein by reference to our Proxy Statement. Item 14. Principal Accoun ting Fees and Services. The information required by this Item is incorporated herein by reference to our Proxy Statement. Corsair Gaming, Inc. | 2024 Form 10-K | 88 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Financial Statements See the “Index to Consolidated Financial Statements” under Part II, Item 8 of this report. 2. Financial Statement Schedules All financial schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required information is included in the consolidated financial statements and notes thereto included in this report. 3. Exhibits Incorporated by Reference Exhibit Number Description Form Date Filed Number Filed Herewith 3.1 Second Amended and Restated Certificate of Incorporation. 8‑K September 25, 2020 3.1 3.2 Amended and Restated Bylaws. 8‑K September 25, 2020 3.2 4.1 Form of Stock Certificate. S-1/A September 18, 2020 4.2 4.2 Description of Corsair’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10-K March 11, 2021 4.3 4.3 Investor Rights Agreement, by and between Corsair Gaming, Inc. and Corsair Group (Cayman), LP. 10-Q November 10, 2020 4.2 4.4 Registration Rights Agreement, by and between Corsair Gaming, Inc. and Corsair Group (Cayman), LP. S-1/A September 14, 2020 4.4 10.1# Form of Indemnification Agreement to be entered into between Corsair Gaming, Inc. and each of its directors and executive officers. S-1 August 21, 2020 10.1 10.2# Corsair Gaming, Inc. Equity Incentive Program. S-1/A September 18, 2020 10.2 10.2(a)# Form of Unit Award Agreement (U.S. Form) under EagleTree-Carbide Holdings (Cayman), LP Equity Incentive Program. S-1 August 21, 2020 10.2(a) 10.2(b)# Form of Unit Award Agreement (Non-U.S. Form) under EagleTree-Carbide Holdings (Cayman), LP Equity Incentive Program. S-1 August 21, 2020 10.2(b) 10.3# 2020 Incentive Award Plan. S-1/A September 14, 2020 10.3 10.3(a)# Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan. S-1/A September 14, 2020 10.3(a) 10.3(b)# Form of Restricted Stock Award Grant Notice under the 2020 Incentive Award Plan. S-1/A September 14, 2020 10.3(b) 10.3(c)# Form of Restricted Stock Unit Award Grant Notice under the 2020 Incentive Award Plan. S-1/A September 14, 2020 10.3(c) 10.4# 2020 Employee Stock Purchase Plan. S-1/A September 14, 2020 10.4 10.5(a) First Lien Credit and Guaranty Agreement, dated as of August 28, 2017, by and among Corsair Group (Cayman), LP and certain of its subsidiaries including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1 August 21, 2020 10.5(a) 10.5(b) Amendment No. 1 to First Lien Credit and Guaranty Agreement, dated as of October 3, 2017, by and among Corsair Group (Cayman), LP and certain of its subsidiaries including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1 August 21, 2020 10.5(b) 10.5(c) Amendment No. 2 to First Lien Credit and Guaranty Agreement, dated as of March 29, 2018, by and among Corsair Group (Cayman), LP and S-1 August 21, 2020 10.5(c) Corsair Gaming, Inc. | 2024 Form 10-K | 89 Table of Contents certain of its subsidiaries including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. 10.5(d) Amendment No. 3 to First Lien Credit and Guarantee Agreement, dated as of April 27, 2018, by and among Corsair Group (Cayman), LP and certain of its subsidiaries, including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1/A September 21, 2020 10.12 10.5(e) Amendment No. 4 to First Lien Credit and Guarantee Agreement, dated as of October 11, 2018, by and among Corsair Group (Cayman), LP and certain of its subsidiaries, including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1/A September 21, 2020 10.13 10.5(f) Amendment No. 5 to First Lien Credit and Guarantee Agreement, dated as of December 19, 2019, by and among Corsair Group (Cayman), LP and certain of its subsidiaries, including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. S-1/A September 21, 2020 10.14 10.5(g) Amendment No. 6 to First Lien Credit and Guarantee Agreement, dated as of September 25, 2020, by and among Corsair Group (Cayman), LP and certain of its subsidiaries, including the Registrant, Macquarie Capital Funding LLC, as administrative agent, and the other parties thereto. 8-K October 1, 2020 10.1 10.6# Severance Letter Agreement, dated as July 1, 2010, by and among Corsair Memory, Inc. and Andy Paul. S-1 August 21, 2020 10.8(a) 10.7# Offer Letter Agreement, dated October 17, 2019, by and among Corsair Gaming Inc., and Michael Potter. S-1 August 21, 2020 10.10 10.8(a) Credit Agreement, dated as of September 3, 2021, by and among Corsair Gaming, Inc. and certain of its subsidiaries, Bank of America, N.A. as administrative agent, swingline lender and L/C issuer, and the other parties thereto. 10-Q November 2, 2021 10.1 10.8(b) First Amendment, dated as of June 30, 2022, to Credit Agreement, dated as of September 3, 2021, by and among Corsair Gaming, Inc., as borrower, certain of its subsidiaries, as guarantors, the lender parties named therein, and Bank of America, N.A. as administrative agent. 10-Q August 4, 2022 10.1 10.8(c) Second Amendment, dated as of September 29, 2022, 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 parties named therein, and Bank of America, N.A. as administrative agent. 10-Q November 3, 2022 10.1 10.8(d) Third Amendment, dated as of November 28, 2022, 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 parties named therein, and Bank of America, N.A. as administrative agent. 8-K/A December 9, 2022 10.1 10.9 Lease Agreement, dated as of April 27, 2021, by and among Corsair Gaming, Inc. and Campus 237 Owner LLC. 10-K March 1, 2022 10.17 10.10# Form of Change in Control and Severance Agreement, 10-K March 1, 2022 10.20 10.11# Non-Employee Director Compensation Policy. 10-Q August 3, 2023 10.1 10.12 Indemnification Letter, by and between Corsair Gaming, Inc. and Corsair Group (Cayman), LP. 10-Q August 1, 2024 10.1 10.13 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 10-Q November 6, 2024 10.1 Corsair Gaming, Inc. | 2024 Form 10-K | 90 Table of Contents parties named therein, and Bank of America, N.A. as administrative agent. 19.1 Insider Trading Compliance Policy and Procedures X 21.1 List of the Registrant’s Significant Subsidiaries. X 23.1 Consent of Independent Registered Public Accounting Firm. X 24.1 Power of Attorney (included on signature page to this Annual Report on Form 10-K). X 31.1 Certification of Principal Executive Officer Required under Securities Exchange Act Rule 13a-14(a) and 15d-14(a). X 31.2 Certification of Principal Financial Officer Required under Securities Exchange Act Rule 13a-14(a) and 15d-14(a). X 32.1* Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b). X 97.1 Policy for Recovery of Erroneously Awarded Compensation, dated October 2, 2023. 10-K February 27, 2024 97.1 101.INS 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 X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X * The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of Corsair Gaming, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. # Indicates management contract or compensatory plan. Item 16. Form 10-K Summary None. Corsair Gaming, Inc. | 2024 Form 10-K | 91 Table of Contents SIGNA TURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized . Corsair Gaming, Inc. Date: February 26, 2025 By: /s/ Andrew J. Paul Andrew J. Paul Chief Executive Officer and Director (Principal Executive Officer) Date: February 26, 2025 By: /s/ Michael G. Potter Michael G. Potter Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew J. Paul and Michael G. Potter, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date /s/ Andrew J. Paul Chief Executive Officer and Director February 26, 2025 Andrew J. Paul (Principal Executive Officer) /s/ Thi L. La President and Chief Operating February 26, 2025 Thi L. La Officer and Director /s/ Michael G. Potter Chief Financial Officer February 26, 2025 Michael G. Potter (Principal Financial Officer and Principal Accounting Officer) /s/ Anup Bagaria Director February 26, 2025 Anup Bagaria /s/ Diana Bell Director February 26, 2025 Diana Bell /s/ Jason Cahilly Director February 26, 2025 Jason Cahilly /s/ George L. Majoros, Jr. Director February 26, 2025 George L. Majoros, Jr. /s/ Sarah M. Kim Director February 26, 2025 Sarah M. Kim /s/ Stuart A. Martin Director February 26, 2025 Stuart A. Martin /s/ Samuel R. Szteinbaum Director February 26, 2025 Samuel R. Szteinbaum /s/ Randall J. Weisenburger Director February 26, 2025 Randall J. Weisenburger Corsair Gaming, Inc. | 2024 Form 10-K | 92