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Turtle Beach (NASDAQ: TBCH) CEO nets 76K shares after PSU, RSU vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Turtle Beach Corp CEO Cris Keirn reported equity compensation activity centered on performance and restricted stock units that converted into common stock and a new grant of restricted stock units. Performance stock units and restricted stock units were converted into a total of 38,240 shares of common stock at a conversion price of $0.00 per share, while 19,812 shares of common stock at $10.22 per share were withheld to cover tax obligations on the vesting.

Keirn received a new grant of 61,154 restricted stock units, and after the conversions and tax-withholding disposition, directly holds 76,563 shares of Turtle Beach common stock. The filing also shows remaining stock options to buy 19,167 shares at $12.10 per share expiring on April 1, 2029 and 12,605 shares at $5.95 per share expiring on April 1, 2030.

Positive

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Insider Keirn Cris
Role CEO
Type Security Shares Price Value
Exercise Performance Stock Units 3,974 $0.00 --
Exercise Performance Stock Units 6,920 $0.00 --
Exercise Restricted Stock Units 5,250 $0.00 --
Exercise Restricted Stock Units 7,000 $0.00 --
Exercise Restricted Stock Units 6,552 $0.00 --
Exercise Restricted Stock Units 8,544 $0.00 --
Grant/Award Restricted Stock Units 61,154 $0.00 --
Exercise Common Stock 3,974 $0.00 --
Exercise Common Stock 6,920 $0.00 --
Exercise Common Stock 5,250 $0.00 --
Exercise Common Stock 7,000 $0.00 --
Exercise Common Stock 6,552 $0.00 --
Exercise Common Stock 8,544 $0.00 --
Tax Withholding Common Stock 19,812 $10.22 $202K
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Restricted Stock Units — 0 shares (Direct); Common Stock — 62,109 shares (Direct); Stock Option (Right to Buy) — 19,167 shares (Direct)
Footnotes (1)
  1. Performance stock units ("PSUs") were converted into common stock on a one-for-one basis. Restricted stock units ("RSUs") were converted into common stock on a one-for-one basis. Represents shares withheld to satisfy tax withholding obligations upon the vesting of PSUs and RSUs awarded to the reporting person. These securities are PSUs representing a contingent right to receive one share of Turtle Beach Corporation common stock or, cash with a value equal to the fair market value of the underlying common stock or, a combination thereof. Acquired upon achievement of certain performance criteria pursuant to 34% of the PSUs granted on April 1, 2023 under the Turtle Beach Corporation Stock Based 2023 Incentive Compensation Plan. The vesting of such PSUs was determined over a three-year period based on (i) the amount by which revenue growth exceeds a defined baseline market growth each year and (ii) the achievement of specified tiers of adjusted EBITDA as a percentage of net revenue each year, with the ability to earn and vest into such units ranging from 0% to 200%. These PSUs vested with respect to the underlying shares of Turtle Beach Corporation common stock on April 1, 2026. These PSUs granted on April 1, 2024 vested in 6,920 shares on each of April 1, 2025 and April 1, 2026 and will vest in 7,130 shares on April 1, 2027. The securities are RSUs representing a contingent right to receive one share of Turtle Beach Corporation common stock or, cash with a value equal to the fair market value of the underlying common stock or, a combination thereof. These RSUs vested in full on April 1, 2026. These RSUs vest in equal annual installments until April 1, 2027. These RSUs vest in equal annual installments until April 1, 2028. These RSUs vest in equal annual installments until April 1, 2029. One-quarter of these RSUs will vest on April 1, 2027, with the remainder of the RSUs vesting in equal annual installments until April 1, 2030. These options were exercisable as of the transaction date.
Shares from PSU/RSU conversions 38,240 shares Common stock received from performance and restricted stock unit conversions on April 1, 2026
Shares withheld for taxes 19,812 shares at $10.22/share Common stock withheld to satisfy tax obligations on vested PSUs and RSUs
New RSU grant 61,154 RSUs Restricted stock units granted to Cris Keirn on April 1, 2026
Post-transaction common shares 76,563 shares Direct Turtle Beach common stock holdings after reported transactions
Option position 1 19,167 shares at $12.10/share Stock options exercisable into common stock, expiring April 1, 2029
Option position 2 12,605 shares at $5.95/share Stock options exercisable into common stock, expiring April 1, 2030
Performance Stock Units financial
"Performance stock units ("PSUs") were converted into common stock on a one-for-one basis."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Restricted Stock Units financial
"Restricted stock units ("RSUs") were converted into common stock on a one-for-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"Represents shares withheld to satisfy tax withholding obligations upon the vesting of PSUs and RSUs awarded to the reporting person."
contingent right financial
"These securities are PSUs representing a contingent right to receive one share of Turtle Beach Corporation common stock or, cash with a value equal to the fair market value..."
exercise price financial
"These options were exercisable as of the transaction date."
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Keirn Cris

(Last)(First)(Middle)
C/O TURTLE BEACH CORPORATION
15822 BERNARDO CENTER DRIVE, SUITE 105

(Street)
SAN DIEGO CALIFORNIA 92127

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Turtle Beach Corp [ TBCH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026M3,974A(1)62,109D
Common Stock04/01/2026M6,920A(1)69,029D
Common Stock04/01/2026M5,250A(2)74,279D
Common Stock04/01/2026M7,000A(2)81,279D
Common Stock04/01/2026M6,552A(2)87,831D
Common Stock04/01/2026M8,544A(2)96,375D
Common Stock04/01/2026F(3)19,812D$10.2276,563D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(4)04/01/2026M3,974 (5) (5)Common stock3,974$00D
Performance Stock Units(4)04/01/2026M6,920 (6) (6)Common stock6,920$07,130D
Restricted Stock Units(7)04/01/2026M5,250 (8) (8)Common stock5,250$00D
Restricted Stock Units(7)04/01/2026M7,000 (9) (9)Common stock7,000$07,000D
Restricted Stock Units(7)04/01/2026M6,552 (10) (10)Common stock6,552$013,104D
Restricted Stock Units(7)04/01/2026M8,544 (11) (11)Common stock8,544$025,632D
Restricted Stock Units(7)04/01/2026A61,154 (12) (12)Common stock61,154$061,154D
Stock Option (Right to Buy)$12.1 (13)04/01/2029Common stock19,16719,167D
Stock Option (Right to Buy)$5.95 (13)04/01/2030Common stock12,60512,605D
Explanation of Responses:
1. Performance stock units ("PSUs") were converted into common stock on a one-for-one basis.
2. Restricted stock units ("RSUs") were converted into common stock on a one-for-one basis.
3. Represents shares withheld to satisfy tax withholding obligations upon the vesting of PSUs and RSUs awarded to the reporting person.
4. These securities are PSUs representing a contingent right to receive one share of Turtle Beach Corporation common stock or, cash with a value equal to the fair market value of the underlying common stock or, a combination thereof.
5. Acquired upon achievement of certain performance criteria pursuant to 34% of the PSUs granted on April 1, 2023 under the Turtle Beach Corporation Stock Based 2023 Incentive Compensation Plan. The vesting of such PSUs was determined over a three-year period based on (i) the amount by which revenue growth exceeds a defined baseline market growth each year and (ii) the achievement of specified tiers of adjusted EBITDA as a percentage of net revenue each year, with the ability to earn and vest into such units ranging from 0% to 200%. These PSUs vested with respect to the underlying shares of Turtle Beach Corporation common stock on April 1, 2026.
6. These PSUs granted on April 1, 2024 vested in 6,920 shares on each of April 1, 2025 and April 1, 2026 and will vest in 7,130 shares on April 1, 2027.
7. The securities are RSUs representing a contingent right to receive one share of Turtle Beach Corporation common stock or, cash with a value equal to the fair market value of the underlying common stock or, a combination thereof.
8. These RSUs vested in full on April 1, 2026.
9. These RSUs vest in equal annual installments until April 1, 2027.
10. These RSUs vest in equal annual installments until April 1, 2028.
11. These RSUs vest in equal annual installments until April 1, 2029.
12. One-quarter of these RSUs will vest on April 1, 2027, with the remainder of the RSUs vesting in equal annual installments until April 1, 2030.
13. These options were exercisable as of the transaction date.
/s/ Megan S. Wynne, attorney-in-fact for Cris Keirn04/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Turtle Beach (TBCH) CEO Cris Keirn report in this Form 4?

Cris Keirn reported conversions of performance and restricted stock units into common stock, a related tax-withholding share disposition, and a new restricted stock unit grant. The filing also details his updated direct common stock holdings and remaining stock option positions.

How many Turtle Beach shares does CEO Cris Keirn hold after these transactions?

After the reported equity transactions, Cris Keirn directly holds 76,563 shares of Turtle Beach common stock. This figure reflects unit conversions into shares and the withholding of some shares to satisfy tax obligations tied to vested performance and restricted stock units.

What equity awards were converted to Turtle Beach common stock for TBCH’s CEO?

Performance stock units and restricted stock units converted into 38,240 shares of Turtle Beach common stock at a conversion price of $0.00 per share. Footnotes describe these units as contingent rights that settle in stock, cash equal to fair value, or a combination.

How many Turtle Beach shares were withheld for taxes in this Form 4?

The filing shows 19,812 shares of Turtle Beach common stock, priced at $10.22 per share, were withheld to satisfy tax withholding obligations. These shares relate to the vesting of performance stock units and restricted stock units previously awarded to Cris Keirn.

What new restricted stock unit grant did Turtle Beach’s CEO receive?

Cris Keirn received a grant of 61,154 restricted stock units, each representing a contingent right to one share of Turtle Beach common stock or equivalent cash. Footnotes indicate RSUs vest in scheduled installments over future years, subject to service-based conditions.

What stock options does the Turtle Beach CEO still hold after these transactions?

The filing lists two stock option positions: options linked to 19,167 underlying shares at an exercise price of $12.10 per share expiring April 1, 2029, and options linked to 12,605 underlying shares at $5.95 per share expiring April 1, 2030, all held directly.

How were the Turtle Beach performance stock units for the CEO earned?

A portion of performance stock units granted April 1, 2023 vested based on revenue growth above a defined market baseline and specified adjusted EBITDA margin tiers over a three-year period. These units vested into Turtle Beach common stock on April 1, 2026 after performance criteria were determined.
Turtle Beach

NASDAQ:TBCH

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Consumer Electronics
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United States
SAN DIEGO