Turtle Beach adds two new independent directors

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What board changes did Turtle Beach (TBCH) announce on April 20, 2026?

What committees will the new Turtle Beach (TBCH) directors serve on?

How are Turtle Beach (TBCH) directors Haspel and Kelley being compensated?

Are the new Turtle Beach (TBCH) directors considered independent?

How does the Cooperation Agreement relate to Turtle Beach’s new directors?

What is Turtle Beach’s relationship with Blue Torch and how does it affect Haspel?

Turtle Beach Corporation appointed Lee Haspel and Daniela Kelley to its Board of Directors effective April 20, 2026.

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8-K

Turtle Beach Corporation appointed Lee Haspel and Daniela Kelley to its Board of Directors effective April 20, 2026. After the Company’s 2026 Annual Meeting, Haspel will join the Nominating and Governance Committee and the Audit Committee, while Kelley will serve as chair of the Audit Committee.

The Board determined both are independent under Nasdaq rules, and that Kelley qualifies as an audit committee financial expert under SEC rules. Each new director will receive an annual cash retainer of $50,000 plus $7,500 for committee service, pro‑rated from appointment, and a restricted stock award of 13,880 shares under the 2023 Stock-Based Incentive Compensation Plan.

The appointments further the Company’s commitments under a Cooperation Agreement dated March 9, 2026 with TDG CP LLC and related parties. The Company also notes its longstanding relationship with Blue Torch, but Haspel will not participate in any potential financing discussions with that firm.

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Appointment date: April 20, 2026 Director annual cash retainer: $50,000 Committee service retainer: $7,500 +3 more

6 metrics

Appointment date April 20, 2026 Effective date of board appointments

Director annual cash retainer $50,000 Standard annual cash retainer for non-employee directors

Committee service retainer $7,500 Additional annual cash retainer per board committee role

Restricted stock award 13,880 shares Pro-rated 2026 restricted stock award to each new director

Cooperation Agreement date March 9, 2026 Agreement with TDG CP LLC and related parties

Prior term loan maturity August 1, 2025 End date of prior Blue Torch term loan financing

independent directors, audit committee financial expert, Cooperation Agreement, restricted award, +2 more

6 terms

independent directors financial

"The Board has determined that Mr. Haspel and Ms. Kelley are each independent directors as defined in the listing standards"

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

audit committee financial expert financial

"Ms. Kelley qualifies as an audit committee financial expert under the applicable rules of the Securities and Exchange Commission"

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

Cooperation Agreement financial

"appointments are in furtherance of the commitments that the Company made pursuant to the Cooperation Agreement, dated March 9, 2026"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

restricted award financial

"the Company granted to both of Mr. Haspel and Ms. Kelley a restricted award of 13,880 shares of common stock"

SOX Compliance financial

"including Global Head of SOX Compliance (July 2021 – July 2023)"

Sox compliance refers to following rules and standards set to ensure a company's financial information is accurate and trustworthy. It is similar to having strict safety checks to prevent errors or fraud, giving investors confidence that the company's reported financial health is reliable. Meeting these standards helps protect investors and maintain transparency in financial reporting.

Item 404(a) of Regulation S-K regulatory

"Ms. Kelley is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K"

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Turtle Beach appointed Lee Haspel and Daniela Kelley as directors effective April 20, 2026. After the 2026 Annual Meeting, Haspel will join key committees and Kelley will chair the Audit Committee, strengthening board oversight and governance expertise.

Lee Haspel will serve on the Nominating and Governance Committee and the Audit Committee. Daniela Kelley will serve as chair of the Audit Committee, taking a leading role in overseeing financial reporting, controls, and audit-related matters after the 2026 Annual Meeting.

Each new director will receive an annual cash retainer of $50,000 plus $7,500 for serving on any board committee, pro-rated from appointment. Both were also granted 13,880 restricted shares under the 2023 Stock-Based Incentive Compensation Plan, aligning them with shareholder interests.

The Board determined that both Lee Haspel and Daniela Kelley are independent directors under Nasdaq listing standards. It also concluded that Kelley qualifies as an audit committee financial expert under SEC rules, reflecting her deep accounting, SOX, and governance experience.

Turtle Beach stated that appointing Haspel and Kelley furthers commitments made in a March 9, 2026 Cooperation Agreement with TDG CP LLC, The Donerail Group entities, and others. The agreement influenced board composition, reflecting engagement with those shareholder parties.

Turtle Beach has a longstanding relationship with Blue Torch, including a prior term loan through August 1, 2025, and is exploring potential financing options. Although Haspel retains a residual interest in certain Blue Torch funds, he will not be involved in any potential financing negotiations.

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Accepted by SEC EDGAR 04/21/2026 - 05:00 PM

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): April 20, 2026

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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 20, 2026, the Board of Directors (the “Board”) of Turtle Beach Corporation (the “Company”), appointed Lee Haspel and Daniela Kelley as directors of the Company. The Board also appointed Mr. Haspel to be a member of each of the Nominating and Governance Committee and the Audit Committee and Ms. Kelley to be chair of the Audit Committee, in each case effective after the Company’s 2026 Annual Meeting.

Mr. Haspel was a Partner, founding team member, and member of the executive leadership team at Blue Torch Capital, LP, a private credit platform, from 2017 through 2026. Earlier in his career, Mr. Haspel served as a Portfolio Manager at Fifth Street Asset Management and as a Trader at Halcyon Asset Management. He holds a B.S. in Business Administration from Tulane University’s A.B. Freeman School of Business and the Chartered Financial Analyst designation.

Ms. Kelley currently serves as Senior Director of the Americas Commercial Desk at UiPath, Inc., where she leads deal structuring and execution across the Company’s largest market and oversees global commercial policy initiatives. Since joining UiPath in 2019, she has held several senior leadership roles, including Global Head of SOX Compliance (July 2021 – July 2023) and Director of Global Controllership (July 2019 – July 2021), where she led global financial reporting, internal controls, and governance initiatives, including the Company’s SOX program following its initial public offering. Prior to UiPath, Ms. Kelley was a Director in the Banking and Capital Markets practice at PricewaterhouseCoopers, where she led audits and advised global financial institutions on accounting, financial reporting, regulatory, and internal control matters. She has over 20 years of experience in finance, accounting, and governance across the technology and financial services sectors. Ms. Kelley is a Certified Public Accountant and holds a Bachelor of Science degree from Cornell University.

The Board has determined that Mr. Haspel and Ms. Kelley are each independent directors as defined in the listing standards of The Nasdaq Stock Market LLC, and that Ms. Kelley qualifies as an audit committee financial expert under the applicable rules of the Securities and Exchange Commission.

Mr. Haspel and Ms. Kelley will each receive the Company’s standard compensation for non-employee directors as described in the Company’s proxy statement for its 2025 Annual Meeting of Stockholders, which was filed on April 18, 2025. Upon their appointment to the Board, Mr. Haspel and Ms. Kelley became entitled to receive an annual cash retainer in the amount of $50,000 and an additional annual cash retainer of $7,500 for their service on any board committee with an increased cash retainer for service as the chair of any board committee, each pro-rated from the date of their appointment. In addition, pursuant to the Company’s 2023 Stock-Based Incentive Compensation Plan, as amended, the Company granted to both of Mr. Haspel and Ms. Kelley a restricted award of 13,880 shares of common stock of the Company, which is equal to a pro-rated amount of the annual restricted stock awards granted to the Company’s non-employee directors in 2026.

Mr. Haspel’s and Ms. Kelley’s appointments are in furtherance of the commitments that the Company made pursuant to the Cooperation Agreement, dated March 9, 2026, by and among the Company, TDG CP LLC, The Donerail Group Inc., The Donerail Group & Co LLC and the other parties named therein. Other than as described in this Item 5.02, there are no arrangements or understandings between Mr. Haspel and Ms. Kelley and any other person pursuant to which they were selected as directors.

Ms. Kelley is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K. Mr. Haspel, however, was a Partner of Blue Torch Capital, LP, and an affiliate of Blue Torch Finance, LLC (“Blue Torch”), prior to his appointment as a director of the Company, and he retains a residual interest in certain Blue Torch funds. The Company has had a longstanding relationship with Blue Torch, including a prior term loan financing through August 1, 2025, and is currently exploring potential financing options with Blue Torch. Mr. Haspel will not be involved in any negotiations regarding potential financings with Blue Torch, and any impact of a potential financing on Mr. Haspel’s residual interests would not be material to him personally.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

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 hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

TURTLE BEACH CORPORATION

Date: April 21, 2026

/s/ MARK WEINSWIG

Mark Weinswig

Chief Financial Officer

4 documents