Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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: On May 7, 2025, t he Company's Board of Directors authorized a stock repurchase program to acquire up to $75 million of Company common stock.
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.
5 unchanged sentences
Purchased Under
−Removed: April 1-30, 2025
−Removed: May 1-31, 2025
−Removed: June 1-30, 2025
+Added: July 1-31, 2025
+Added: August 1-31, 2025
+Added: September 1-30, 2025
Item 5 - Othe r Information
−Removed: 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.
+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 September 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).
2 unchanged sentences
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).
−Removed: Amendment No.
−Removed: 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).
−Removed: Amendment No.
−Removed: 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).
+Added: Credit Agreement, dated August 1, 2025, by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., TBC Holding Company LLC, Performance Designed Products LLC, Turtle Beach Europe Limited, VTB HOLDINGS, INC., Tide Acquisition Sub II, LLC, the other guarantors party thereto, the lenders party thereto, and Bank Of America, N.A., as the administrative agent, the swingline lender and the L/C issuer (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 4, 2025).
+Added: Stock Purchase Agreement, dated August 14, 2025, by and between Turtle Beach Corporation, DC VGA LLC and TDG CP LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 15, 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.
7 unchanged sentences
** Filed herewith.
−Removed: Management contract or compensatory plan.
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
−Removed: August 7, 2025
+Added: November 6, 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.