Turtle Beach Corp 10-Q

Item 2 - Unregistered Sales of Equi ty Securities and Use of Proceeds On April 9, 2019, the Company’s Board of Directors authorized a stock repurchase program to acquire up to $15.0 million of its common stock. Any repurchases under the program will be made from time to time on the open market at prevailing market prices. On April 1, 2021, the Board of Directors approved an extension and expansion of this stock repurchase program up to $25.0 million of its common shares, expiring April 9, 2023. On March 3, 2023, the Company’s Board of Directors approved a two-year extension of this stock repurchase plan. Issuer Purchases of Equity Securities Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs Period April 1-30, 2023 — $ — — — May 1-31, 2023 — $ — — — June 1-30, 2023 85,903 $ 11.34 85,903 $ 16,619,836 Total 85,903 $ 11.34 85,903 Item 5 - Othe r Information Rule 10b5-1 Trading Plans On May 15, 2023 , Juergen Stark , who served as our Chairman, President and Chief Executive Officer at the time of adoption, 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 50,000 shares of the Company’s common stock and exercise and sale of up to 250,000 options to purchased shares of the Company’s common stock until December 29, 2023. 26 Item 6. Exhibits 3.1 Articles of Incorporation of Turtle Beach Corporation, as amended (Incorporated by reference to Exhibit 3.1 to Company’s 10-Q filed August 6, 2018). 3.2 Bylaws, as amended, of Turtle Beach Corporation (Incorporated by reference to Exhibit 3.1 to the Company’s 8-K filed June 20, 2019). 4.1 Rights Agreement, dated as of March 28, 2023, by and between Turtle Beach Corporation and Issuer Direct Corporation, as rights agent (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on March 29, 2023). 4.2 Amendment No. 1 to Rights Agreement, dated as of June 15, 2023, by and between Turtle Beach Corporation and Issuer Direct Corporation, as rights agent (Incorporated by reference to Exhibit 4.1 to the Company’s 8-K originally filed with the Securities and Exchange Commission on June 16, 2023). 10.1† Separation Letter Agreement and Release, dated May 1, 2023, between Turtle Beach Corporation and Juergen Stark (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on May 2, 2023). 10.2† Consulting Services Agreement, dated June 26, 2023, between Turtle Beach Corporation and JStark Industries, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on June 29, 2023). 10.3† Letter Agreement, dated June 20, 2023, between Turtle Beach Corporation and Cris Keirn (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on June 21, 2023). 10.4†** Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan, as amended. 10.5†** Form of Performance Stock Unit Agreement under the Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan. 10.6†** Form of Restricted Stock Agreement under the Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan. 10.7†** Form of Deferred Stock Award Agreement under the Amended and Restated Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan. 10.8 Waiver of Replacement Rights Agreement, dated June 17, 2023, by and among Turtle Beach Corporation, The Donerail Group LP and the other parties thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on June 22, 2023). 31.1 ** Certification of Cris Keirn, Principal Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 ** Certification of John T. Hanson, Principal Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 ** Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Cris Keirn, Principal Executive Officer and John Hanson, Principal Financial Officer. Extensible Business Reporting Language (XBRL) Exhibits 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 27 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ** Filed herewith. † Includes a management contract or any compensatory plan, contract or arrangement. 28 SIGNAT URES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TURTLE BEACH CORPORATION Date: August 7, 2023 By: /s/ JOHN T. HANSON John T. Hanson Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 29