Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−Removed: Any repurchases under the program will be made from time to time on the open market at prevailing market prices.
−Removed: 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.
−Removed: On March 3, 2023, the Company’s Board of Directors approved a two-year extension of this stock repurchase plan.
−Removed: On April 9, 2024, the Board of Directors approved an additional expansion of this stock repurchase program to up to $55 million of the Company’s common stock.
+Added: On May 7, 2025, The Company' Board of Directors authorized a stock repurchase program to acquire up to $75 million of Company common stock.
+Added: The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements, restrictions in the Company’s debt agreements and other factors.
+Added: The Company intends to fund the share repurchases using cash from operations or short-term borrowings and may suspend or discontinue repurchases at any time.
+Added: The share repurchase program is scheduled to expire on May 6, 2027.
Issuer Purchases of Equity Securities
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Purchased Under
−Removed: January 1-31, 2025
−Removed: February 1-28, 2025
−Removed: March 1-31, 2025
+Added: April 1-30, 2025
+Added: May 1-31, 2025
+Added: June 1-30, 2025
Item 5 - Othe r Information
−Removed: None of our directors or executive officers adopted or terminated a Rule 10b5-1 Trading Plan, or a "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K) during the three months ended March 31, 2025.
+Added: None of our directors or executive officers adopted or terminated a “ Rule 10b5-1 trading arrangement” , or a “ non-Rule 10b5-1 trading arrangement ” (as each term is defined in Item 408(a) of Regulation S-K) during the three months ended June 30, 2025.
Articles of Incorporation of Turtle Beach Corporation, as amended (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed August 6, 2018).
Amended and Restated Bylaws of Turtle Beach Corporation, amended and restated as of April 22, 2024 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed April 23, 2024).
−Removed: Employment Transition Letter, dated January 24, 2025, by and between Turtle Beach Corporation and John Hanson (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 27, 2025).
−Removed: Employment Agreement, dated as of January 13, 2025, by and between Turtle Beach Corporation and Mark Weinswig (incorporated by reference to Exhibit 10.2 to the Company' s Current Report on Form 8-K filed January 27, 2025).
+Added: Certificate of Designation of Series B Junior Participating Preferred Stock of Turtle Beach Corporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 9, 2025).
+Added: Rights Agreement, dated as of June 9, 2025, by and between Turtle Beach Corporation and Direct Transfer LLC, as rights agent (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 9, 2025).
+Added: Amendment No.
+Added: 2025-1 to Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 5, 2025).
+Added: Amendment No.
+Added: 2 to Financing Agreement, dated June 11, 2025, by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., VTB Holdings, Inc., each other loan party, the lenders from time to time party thereto, and Blue Torch Finance, LLC, as collateral agent and administrative agent (Incorporated by reference to the Company’s Current Report on Form 8-K filed June 16, 2025).
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.
10 unchanged sentences
TURTLE BEACH CORPORATION
+Added: August 7, 2025
/s/ MARK WEINSWIG
3 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.