Item 9A. Controls and Procedures
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, 2025, 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.
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.
The effectiveness of our internal control over financial reporting as of December 31, 2025 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, 2025 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.
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Item 9B. Other Information.
(a) No ne.
Item 9C. Disclosure Reg arding Foreign Jurisdictions That Prevent Inspections.
Not Applicable.
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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 2026 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.
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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#
Separation and Consulting Agreement, dated November 20, 2025 by and between Corsair Gaming, Inc. and Michael Potter
X
10.6#
Offer Letter Agreement, dated November 11, 2025, by and among Corsair Gaming Inc., and Gordon Mattingly.
X
10.7#
Transition Agreement, dated February 10, 2025, by and between Corsair Gaming, Inc. and Andrew J. Paul
8-K
February 14, 2025
10.1
10.8#
Employment Agreement, dated February 11, 2025, by and between Corsair Gaming, Inc. and Thi La
8-K
February 14, 2025
10.2
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10.9
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.
8-K
July 2, 2025
10.1
10.10(a)
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(b)
Second Amendment to Lease Agreement, dated as of February 13, 2025, by and among Corsair Gaming, Inc. and Campus 237 Owner LLC.
X
10.11#
Form of Change in Control and Severance Agreement,
10-K
March 1, 2022
10.20
10.12#
Non-Employee Director Compensation Policy.
10-Q
August 3, 2023
10.1
10.13
Indemnification Letter, by and between Corsair Gaming, Inc. and Corsair Group (Cayman), LP.
10-Q
August 1, 2024
10.1
19.1
Insider Trading Compliance Policy and Procedures
10-K
February 26, 2025
19.1
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.
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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 24, 2026
By:
/s/ Thi L. La
Thi L. La
Chief Executive Officer and Director
(Principal Executive Officer)
Date: February 24, 2026
By:
/s/ Gordon Mattingly
Gordon Mattingly
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 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.
Signature
Title
Date
/s/ Thi L. La
Chief Executive Officer and Director
February 24, 2026
Thi L. La
(Principal Executive Officer)
/s/ Gordon Mattingly
Chief Financial Officer
February 24, 2026
Gordon Mattingly
(Principal Financial Officer and Principal Accounting Officer)
/s/ Anup Bagaria
Director
February 24, 2026
Anup Bagaria
/s/ Diana Bell
Director
February 24, 2026
Diana Bell
/s/ Jason Cahilly
Director
February 24, 2026
Jason Cahilly
/s/ George L. Majoros, Jr.
Director
February 24, 2026
George L. Majoros, Jr.
/s/ Sarah M. Kim
Director
February 24, 2026
Sarah M. Kim
/s/ Stuart A. Martin
Director
February 24, 2026
Stuart A. Martin
/s/ Samuel R. Szteinbaum
Director
February 24, 2026
Samuel R. Szteinbaum
/s/ Randall J. Weisenburger
Director
February 24, 2026
Randall J. Weisenburger
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