Turtle Beach (TBCH) prospectus shows no selling by two listed holders

Rhea-AI Filing Summary

Turtle Beach Corporation identifies two selling stockholder entries in this prospectus table. One holder beneficially owns 2,061,112 shares (10.8%) and a second holds 693,962 shares (3.6%). The table shows 0 shares being offered by each holder under this prospectus, leaving their beneficial ownership unchanged upon completion of the offering.

Positive

• The listed selling stockholders are not offering any shares under this prospectus, so their ownership percentages remain intact

Negative

• None.

Insights

Securities Analyst

TL;DR: Table shows two holders will not sell shares in this prospectus, so no immediate dilution from these parties.

The disclosure lists beneficial ownership and the number of shares each selling stockholder proposes to offer pursuant to the prospectus. For the two listed holders the prospectus reports 0 shares being offered, indicating these specific selling stockholders are not reducing their positions via this registration. This is a routine disclosure item and does not by itself change the companys outstanding share count or ownership structure.

Corporate Governance Expert

TL;DR: Ownership percentages are presented, and no selling activity is shown for the listed parties.

The table provides beneficial ownership percentages (10.8% and 3.6%) and confirms the number of shares to be offered under this prospectus is zero for these entries. Footnote indicators are present but the fragment does not include footnote text, so any conditions or relationships referenced in those notes cannot be assessed from the excerpt alone.

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-287173

PROSPECTUS SUPPLEMENT NO. 1

(To Prospectus dated May 19, 2025)

Turtle Beach Corporation

Shares of Common Stock

This prospectus supplement No. 1 supplements, updates and amends the selling stockholder information contained in the prospectus dated May 9, 2025 (the “prospectus”), relating to the resale by the selling stockholder of shares of common stock, par value $0.001 per share (the “Common Stock”), of Turtle Beach Corporation, that may be offered and sold from time to time by the selling stockholder named in the prospectus.

You should read this prospectus supplement No. 1 in conjunction with the prospectus. This prospectus supplement No. 1 is not complete without, and may not be delivered or used except in conjunction with, the prospectus, including any amendments or supplements thereto. This prospectus supplement No. 1 is qualified by reference to the prospectus, except to the extent that the information provided by this prospectus supplement No. 1 supersedes information contained in the prospectus.

The purpose of this prospectus supplement No. 1 is solely to supplement and amend the selling stockholder table set forth in the prospectus under the caption “Selling Stockholder” to reflect certain transfers from the Selling Stockholder previously identified in the prospectus to other parties who as a result of such transfers one of whom is being named as a selling stockholder.

The “Selling Stockholder” table in the prospectus covers pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the interests in the Common Stock held by the Selling Stockholders other than through a public sale; this prospectus supplement No. 1 specifically names such a transferee. Capitalized terms used in this prospectus supplement No. 1 have the meaning given to them in the prospectus.

Our common stock, par value $0.001, is listed on the Nasdaq Global Market under the symbol “TBCH.” On August 20, 2025, the closing price of our common stock was $15.52.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS SET FORTH OR INCORPORATED BY REFERENCE INTO THE PROSPECTUS, ANY APPLICABLE PROSPECTUS SUPPLEMENT AND OUR PERIODIC REPORTS FILED FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION, AS DESCRIBED UNDER THE SECTION ENTITLED “RISK FACTORS” ON PAGE 7 OF THE PROSPECTUS, BEFORE MAKING ANY DECISION WHETHER TO INVEST IN OUR COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 21, 2025.

SELLING STOCKHOLDER

DC VGA LLC (“Diversis”), a selling stockholder identified in the prospectus, transferred to the Company 694,926 shares and to TDG CP LLC 693,962 shares of Common Stock.

As such, the “Selling Stockholder” table in the prospectus is hereby amended and restated as follows:

Name of Selling Stockholder		Shares of Common Stock Beneficially Owned Before this Offering								Number of Shares of Common Stock Being Offered Pursuant to this Prospectus				Shares of Common Stock To Be Beneficially Owned Upon Completion of this Offering(2)
		Number				Percent								Number				Percent
DC VGA LLC (1)			2,061,112				10.8	%			2,061,112				0				—
TDG CP LLC (3)			693,962				3.6	%			693,962				0				—

(1) Diversis Capital Partners I, L.P. owns approximately 95% of the membership interests in DC VGA LLC (f/k/a PDP Holdings, LLC). Diversis Capital Partners GP I, L.P. is the general partner of Diversis Capital Partners I, L.P. and Diversis Capital Partners GP I, LLC is the general partner of Diversis Capital Partners I, L.P. Messrs. Kevin Ma and Ron Nayot are the only Managing Members of Diversis Capital Partners GP I, LLC and own approximately 50.0% and 50.0% of the membership interests of Diversis Capital Partners GP I, LLC, respectively. The address for each of the foregoing reporting persons is 2000 Avenue of the Stars, Suite 1050S, Los Angeles, CA 90067.

(2) For purposes of this table, the Company assumes that all of the shares covered by this prospectus will be sold by the Selling Stockholders.

(3) The shares of Common Stock are held in an account managed by TDG CP LLC. The address for TDG CP LLC is 240 26th Street, Suite 3, Santa Monica, CA 90402.

FAQ

What does the table show about TBCH selling stockholders?

The table lists two holders with 2,061,112 shares (10.8%) and 693,962 shares (3.6%), and shows 0 shares being offered by each under this prospectus.

Will these selling stockholders reduce their holdings in this offering for TBCH?

No. The excerpt reports 0 shares being offered by the two listed selling stockholders, so their beneficial ownership remains the same upon completion of this offering.

Are there any footnotes affecting interpretation of these ownership numbers?

The table includes footnote references (e.g., (1)(2)(3)), but the excerpt does not include the footnote text, so any additional detail or exceptions in those notes is not available here.

Does this excerpt indicate a change in TBCH outstanding shares?

No. Because the listed selling stockholders show 0 shares being offered, this excerpt does not indicate any change to outstanding shares from these parties.