Turtle Beach (NASDAQ: TBCH) in $10M buyback and director-linked share purchase

Rhea-AI Filing Summary

Turtle Beach Corporation entered into a stock purchase agreement to buy back 694,926 shares of its common stock from DC VGA LLC at $14.41 per share, for a total of $10,013,883.66. These repurchased shares will be held as treasury stock.

Under the same agreement, DC VGA LLC will sell 693,962 shares to TDG CP LLC (Donerail), an entity affiliated with director William Wyatt, also at $14.41 per share for $9,999,992.42. Director Dave Muscatel is affiliated with the selling stockholder. The price represents the average volume weighted average price over the thirty days through August 14, 2025.

The Audit Committee, composed solely of independent directors not affiliated with the parties, approved the related-party transactions. The company later issued a press release describing the agreement.

Insights

Equity capital markets analyst

Turtle Beach executes a $10M treasury share repurchase alongside a director-affiliated block trade at market-based pricing.

Turtle Beach Corporation agreed to repurchase 694,926 common shares from DC VGA LLC for $10,013,883.66, pricing the deal at $14.41 per share. The shares will be held in treasury, reducing the public float while not cancelling the shares outright.

Concurrently, DC VGA LLC will sell 693,962 shares to TDG CP LLC (Donerail), associated with director William Wyatt, for $9,999,992.42 at the same per-share price. The price is set as the 30-day volume weighted average through August 14, 2025, tying the transaction terms to recent trading levels rather than a premium or discount.

The independent Audit Committee approved these related-party transactions, which may reassure some investors about process and governance. Actual effects on ownership structure and trading dynamics will depend on the company’s future use of treasury shares and any subsequent disclosures in later filings.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

Turtle Beach Corp false 0001493761 0001493761 2025-08-14 2025-08-14 0001493761 us-gaap:CommonStockMember 2025-08-14 2025-08-14 0001493761 us-gaap:PreferredStockMember 2025-08-14 2025-08-14

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. ☐

Item 1.01 - 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.

Item 7.01. 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.

Item 9.01 - 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 hereunto duly authorized.

						TURTLE BEACH CORPORATION
Date: August 15, 2025				By:		/s/ MARK WEINSWIG
						Mark Weinswig Chief Financial Officer

FAQ

What stock transaction did Turtle Beach (TBCH) announce in this 8-K?

Turtle Beach entered a stock purchase agreement to buy 694,926 common shares from DC VGA LLC for about $10.0 million at $14.41 per share, with the acquired shares to be held as treasury stock, reducing publicly traded float.

How many Turtle Beach (TBCH) shares are involved with Donerail in this agreement?

DC VGA LLC agreed to sell 693,962 Turtle Beach common shares to TDG CP LLC (Donerail) at $14.41 per share, totaling $9,999,992.42. This occurs alongside the company’s own repurchase of 694,926 shares from the same selling stockholder.

How was the Turtle Beach (TBCH) share price determined in the DC VGA and Donerail transactions?

The $14.41 per-share price equals the average of the thirty-day volume weighted average prices of Turtle Beach common stock through August 14, 2025. This links the negotiated price directly to recent market trading levels.

Are Turtle Beach (TBCH) directors involved in the DC VGA and Donerail share transactions?

Yes. Donerail is affiliated with director William Wyatt, while the selling stockholder DC VGA LLC is affiliated with director Dave Muscatel. These relationships make the transactions related-party deals overseen by independent directors.

Did independent directors review Turtle Beach’s (TBCH) related-party stock transactions?

The Audit Committee, composed solely of independent directors not affiliated with DC VGA LLC or Donerail, approved the transactions under the stock purchase agreement. This committee oversight addresses governance around the director-affiliated share dealings.

What disclosure did Turtle Beach (TBCH) provide after signing the stock purchase agreement?

On August 15, 2025, Turtle Beach issued a press release announcing the stock purchase agreement and furnished it as Exhibit 99.1. The release was provided under Regulation FD and is treated as furnished rather than filed under the Exchange Act.