Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−Removed: 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.
−Removed: 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: On May 7, 2025, our Board authorized a stock repurchase program to acquire up to $75.0 million of Company common stock.
+Added: The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements, restrictions in our debt agreements and other factors.
+Added: We intend to fund the share repurchases using cash from operations or short-term borrowings and may suspend or discontinue repurchases at any time.
The share repurchase program is scheduled to expire on May 6, 2027.
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Purchased Under
−Removed: July 1-31, 2025
−Removed: August 1-31, 2025
−Removed: September 1-30, 2025
+Added: January 1-31, 2026
+Added: February 1-28, 2026
+Added: March 1-31, 2026
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 September 30, 2025.
+Added: On March 17, 2026 , Andrew Wolfe , a member of the Board , entered into a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (such arrangement, a “10b5-1 Plan”).
+Added: Wolfe’s 10b5-1 Plan provides for the potential sale of up to 24,278 shares of common stock in amounts and prices set forth in the plan.
+Added: Wolfe’s 10b5-1 Plan terminates on March 23, 2027 , or date all shares under the plan are sold.
+Added: On March 23, 2026 , Katherine Scherping , a member of the Board , entered into a 10b5-1 Plan.
+Added: Scherping’s 10b5-1 Plan provides for the potential sale of up to 13,465 shares of common stock in amounts and prices set forth in the plan.
+Added: Scherping’s 10b5-1 Plan terminates on March 23, 2027 , or date all shares under the plan are sold.
+Added: Except as described above, none of our other directors or executive officers adopted or terminated a 10b5-1 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, 2026 .
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).
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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: 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).
−Removed: 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).
+Added: Cooperation Agreement, dated March 9, 2026, by and among Turtle Beach Corporation, TDG CP LLC, The Donerail Group Inc., The Donerail Group & Co LLC and William Wyatt (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 12, 2026).
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.
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
−Removed: ** Filed herewith.
+Added: ** Filed or furnished herewith.
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: 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.