Turtle Beach Corp 10-Q

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds On May 7, 2025, our Board authorized a stock repurchase program to acquire up to $75.0 million of Company common stock. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements, restrictions in our debt agreements and other factors. 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. 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, 2026 — $ — — May 1-31, 2026 787,536 $ 12.92 787,536 June 1-30, 2026 1,206,990 $ 12.28 1,206,990 $ 30,592,433 Total 1,994,526 $ 12.53 1,994,526 Item 5 - Othe r Information On May 26, 2026 , Katherine Scherping , a former member of the Board who was serving as a director at the time of the termination, terminated a Rule 10b5-1 trading arrangement that was intended to satisfy the affirmative defense under Rule 10b5-1(c) under the Exchange Act (such arrangement, a “10b5-1 Plan”). Ms. Scherping adopted the 10b5-1 Plan on March 23, 2026 , and the plan provided for the sale of up to 13,465 shares of common stock through March 23, 2027 . No shares of common stock were sold pursuant to the 10b5-1 Plan prior to its termination. 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 of Regulation S-K) during the three months ended June 30, 2026 . 31 Item 6. Exhibits 3.1 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). 3.2 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). 3.3 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). 10.1 Financing Agreement, dated as of April 30, 2026, by and among Turtle Beach Corporation, Voyetra Turtle Beach, Inc., VTB Holdings, Inc., each subsidiary of Turtle Beach Corporation listed as a “Guarantor” on the signature pages thereto, the lenders from time to time party thereto, Blue Torch Finance, LLC, as collateral agent for the Secured Parties, and Blue Torch, as administrative agent for the Lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 4, 2026). 10.2 Loan, Guaranty and Security Agreement, dated as of April 30, 2026, 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 financial institutions party thereto and Bank of America, N.A., as administrative agent, collateral agent and security trustee for the lenders to the credit facility (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 4, 2026). 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 Andrew Clipsham, 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 Andrew Clipsham, Principal Financial Officer. Extensible Business Reporting Language (XBRL) Exhibits 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ** Filed or furnished herewith. 32 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 6, 2026 By: /s/ ANDREW CLIPSHAM Andrew Clipsham Interim Chief Financial Officer (Principal Financial and Accounting Officer) 33