Turtle Beach Corp Files 8-K: Material Agreement & Financials

TL;DR

Turtle Beach (HEAR) filed an 8-K on Aug 14, 2025, noting a material definitive agreement and financial filings.

AI Summary

On August 14, 2025, Turtle Beach Corporation entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also provided a Regulation FD disclosure and filed financial statements and exhibits. This filing pertains to their status as a publicly traded entity incorporated in Nevada.

Why It Matters

This 8-K filing indicates a significant event for Turtle Beach Corporation, potentially impacting its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the lack of specific details in this filing warrants a medium risk assessment.

Key Numbers

• 001-35465 — Commission File Number (Identifies the company's SEC filing history.)
• 27-2767540 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Turtle Beach Corporation (company) — Registrant
• August 14, 2025 (date) — Date of Earliest Event Reported
• Nevada (jurisdiction) — State of Incorporation
• 27-2767540 (ein) — I.R.S. Employer Identification No.
• 15822 Bernardo Center Drive, Suite 105, San Diego, California 92127 (address) — Principal Executive Address

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 TBCH The Nasdaq Global Market Pre
• $14.41 — m the Selling Stockholder at a price of $14.41 per share of Common Stock for a total o
• $10,013,883.66 — er share of Common Stock for a total of $10,013,883.66. The Selling Stockholder also agreed to
• $9,999,992.42 — er share of Common Stock for a total of $9,999,992.42. The purchase price per share of Common

Filing Documents

• d828038d8k.htm (8-K) — 27KB
• d828038dex101.htm (EX-10.1) — 63KB
• d828038dex991.htm (EX-99.1) — 12KB
• g828038g0815011356472.jpg (GRAPHIC) — 4KB
• 0001193125-25-181902.txt ( ) — 275KB
• tbch-20250814.xsd (EX-101.SCH) — 4KB
• tbch-20250814_def.xml (EX-101.DEF) — 13KB
• tbch-20250814_lab.xml (EX-101.LAB) — 22KB
• tbch-20250814_pre.xml (EX-101.PRE) — 14KB
• d828038d8k_htm.xml (XML) — 5KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 14, 2025 TURTLE BEACH CORPORATION (Exact Name of Registrant as Specified in Its Charter) 001-35465 (Commission File Number) Nevada 27-2767540 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 15822 Bernardo Center Drive , Suite 105 San Diego , California 92127 (Address of principal executive offices) (Zip code) (914) 345-2255 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 TBCH The Nasdaq Global Market Preferred Stock Purchase Rights N/A The Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter): Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 - Entry into a Material Definitive Agreement. On August 14, 2025, Turtle Beach Corporation, a Nevada corporation (the "Company"), entered into a stock purchase agreement (the "Agreement") regarding the purchase and sale of shares of its common stock, par value $0.001 per share (the "Common Stock"), beneficially owned by DC VGA LLC (the "Selling Stockholder"), in a private transaction. Pursuant to the Agreement, the Company agreed to purchase 694,926 shares from the Selling Stockholder at a price of $14.41 per share of Common Stock for a total of $10,013,883.66. The Selling Stockholder also agreed to sell 693,962 shares to TDG CP LLC, a Delaware limited liability company ("Donerail") at a price of $14.41 per share of Common Stock for a total of $9,999,992.42. The purchase price per share of Common Stock for each transaction represents the average of the volume weighted average price of the Common Stock of the thirty days prior to and including August 14, 2025. Donerail is an entity affiliated with William Wyatt, a member of the Board of Directors of the Company (the "Board"). Dave Muscatel, who is also a member of the Board, is affiliated with the Selling Stockholder. The shares purchased by the Company will be held in treasury. The Audit Committee of the Board, comprised solely of independent directors not affiliated with the Selling Stockholder and Donerail, approved the transactions contemplated by the Agreement. The Agreement contains customary representations, warranties and covenants of the parties. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1. Item7.01. Regulation FD Disclosure. On August 15, 2025, the Company issued a press release announcing the Agreement. A copy of the press release is furnished herewith as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item9.01 - Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Stock Purchase Agreement, dated August 14, 2025, by and between Turtle Beach Corporation, DC VGA LLC and TDG CP LLC. 99.1 Press Release of the Company, dated August 15, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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

View Full Filing

View this 8-K filing on SEC EDGAR