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Turtle Beach Corporation (TBCH) is the subject of Amendment No. 1 to a Schedule 13D filed by DC VGA LLC and affiliated entities reporting beneficial ownership of 2,061,112 shares, equal to 10.4% of the outstanding common stock based on 19,806,863 shares outstanding as of July 31, 2025. The amendment discloses that on August 14, 2025 DC VGA LLC entered into a stock purchase agreement under which the Issuer agreed to buy 694,926 shares from DC VGA LLC at $14.41 per share (total $10,013,883.66) and DC VGA LLC agreed to sell 693,962 shares to TDG CP LLC at the same per-share price (total $9,999,992.42). The price was set as the 30-day VWAP ending August 14, 2025, and the transactions closed on August 21, 2025. The filing incorporates the stock purchase agreement as an exhibit.
Turtle Beach Corp (TBCH) insiders disclosed two sales on 08/21/2025. DC VGA LLC reported a sale of 693,962 shares at $14.41 per share, and a second reported sale of 694,926 shares at $14.41 per share. After the transactions, the filings show reported beneficial ownership levels of 2,756,038 and 2,061,112 shares respectively. The reporting group includes DC VGA LLC (formerly PDP Holdings, LLC), Diversis Capital Partners I, L.P., Diversis Capital Partners GP I entities, and individuals Kevin Ma and Ron Nayot, who are identified as directors and managing members with indirect ownership through the entities. Signatures on the form are dated 08/22/2025.
William Wyatt, a director of Turtle Beach Corporation (TBCH), reported insider transactions on Form 4. On 08/14/2025 he acquired 693,962 shares of Turtle Beach common stock at $14.41 per share through an account managed by TDG CP LLC (Donerail), which he says he has voting and investment interests in but for which he disclaims direct beneficial ownership except for his pecuniary interest. The filing also reports a disposition of 111,536 shares, which includes 11,620 restricted shares that will vest on April 1, 2026. The Form 4 was signed on 08/18/2025 by Megan S. Wynne as attorney-in-fact for Mr. Wyatt.
Turtle Beach Corporation (TBCH) reporting persons disclosed ownership totaling approximately 1.63 million shares each, representing about 8.2% of the outstanding common stock based on an issuer statement showing 19,823,915 shares outstanding. The holdings are reported across Linmar Capital Fund, LP, Garnet Equity Capital Holdings, Inc., AMS Investors, LLC and two individual control persons, Joseph A. Cohen and Abraham Morris Shamah.
The filing shows no sole voting or dispositive power for any reporting person and instead records shared voting and dispositive power for the stated share amounts. The reporting persons disclaim beneficial ownership except to the extent of pecuniary interest and certify the shares were not acquired to change or influence control of the issuer.
Turtle Beach Corporation registered an additional 1,510,000 shares of its common stock under the 2023 Stock-Based Incentive Compensation Plan, increasing the pool available for employee and service-provider equity awards. The filing incorporates prior S-8 registration statements by reference and includes legal opinions and auditor consents among its exhibits. This is a routine securities registration to support the company’s compensation program and does not report operating results or immediate share issuances.
Turtle Beach Corporation amended a previously furnished current report to correct a typographical error in a press release table that mislabeled the condensed consolidated statement of cash flows as presenting the "three months ended" when it in fact presented the "six months ended." The correction did not affect any other tables or text, and the corrected condensed consolidated statements of cash flows are furnished as Exhibit 99.1.
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