What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 18 added, 92 removed, 144 unchanged (43% of the section changed)

6 unchanged sentences

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, 2025.

9 unchanged sentences

| 2025 Form 10-K | 88

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.

58 unchanged sentences

September 14, 2020

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.

August 21, 2020

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.

August 21, 2020

Amendment No.

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

August 21, 2020

Separation and Consulting Agreement, dated November 20, 2025 by and between Corsair Gaming, Inc.

and Michael Potter

Offer Letter Agreement, dated November 11, 2025, by and among Corsair Gaming Inc., and Gordon Mattingly.

Transition Agreement, dated February 10, 2025, by and between Corsair Gaming, Inc.

and Andrew J.

February 14, 2025

Employment Agreement, dated February 11, 2025, by and between Corsair Gaming, Inc.

February 14, 2025

Corsair Gaming, Inc.

| 2025 Form 10-K | 91

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

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.

September 21, 2020

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.

September 21, 2020

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.

September 21, 2020

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.

October 1, 2020

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

and Andy Paul.

August 21, 2020

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

August 21, 2020

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

and certain of its subsidiaries, Bank of America, N.A.

as administrative agent, swingline lender and L/C issuer, and the other parties thereto.

November 2, 2021

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.

August 4, 2022

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.

November 3, 2022

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.

December 9, 2022

Amended and Restated Credit Agreement, dated as of June 30, 2025, by and among Corsair Gaming, Inc., as the borrower, certain of its subsidiaries as guarantors, and Bank of America N.A., as administrative agent, swingline lender and L/C issuer.

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

1 unchanged sentence

March 1, 2022

Second Amendment to Lease Agreement, dated as of February 13, 2025, by and among Corsair Gaming, Inc.

and Campus 237 Owner LLC.

Form of Change in Control and Severance Agreement,

5 unchanged sentences

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

February 26, 2025

List of the Registrant’s Significant Subsidiaries.

19 unchanged sentences

February 24, 2026

/s/ Andrew J.

Chief Executive Officer and Director

1 unchanged sentence

February 24, 2026

/s/ Michael G.

/s/ Gordon Mattingly

Gordon Mattingly

Chief Financial Officer

1 unchanged sentence

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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thi L.

La and Gordon Mattingly, 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.

/s/ Andrew J.

Chief Executive Officer and Director

1 unchanged sentence

(Principal Executive Officer)

President and Chief Operating

February 26, 2025

Officer and Director

/s/ Michael G.

/s/ Gordon Mattingly

Chief Financial Officer

February 24, 2026

Gordon Mattingly

(Principal Financial Officer and Principal Accounting Officer)

18 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