STOCK TITAN

Turtle Beach (TBCH) CEO awarded 3,974 performance stock units

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

Rhea-AI Filing Summary

Turtle Beach Corp CEO Cris Keirn reported an equity award of 3,974 performance stock units (PSUs). The PSUs, granted on March 12, 2026, represent a contingent right to receive an equal number of Turtle Beach common shares. They were acquired upon achievement of performance criteria tied to a PSU grant originally made on April 1, 2023 under the company’s 2023 incentive plan.

The vesting of these PSUs is based over a three‑year period on revenue growth above a defined market baseline and tiers of adjusted EBITDA as a percentage of net revenue, and they will vest on April 1, 2026 subject to continued employment. The filing also updates Keirn’s holdings, showing direct ownership of 58,135 common shares and several unexercised equity awards, including PSUs, RSUs and stock options with exercise prices of $12.10 and $5.95 per share.

Positive

  • None.

Negative

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Insider Keirn Cris
Role CEO
Type Security Shares Price Value
Grant/Award Performance Stock Units 3,974 $0.00 --
holding Performance Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Performance Stock Units — 3,974 shares (Direct); Restricted Stock Units — 5,250 shares (Direct); Stock Option (Right to Buy) — 19,167 shares (Direct); Common Stock — 58,135 shares (Direct)
Footnotes (1)
  1. The securities are performance stock units ("PSUs") representing a contingent right to receive one share of Turtle Beach Corporation common stock. Acquired upon achievement of certain performance criteria pursuant to one-third of the performance stock units granted April 1, 2023 under the Turtle Beach Corporation Stock Based 2023 Incentive Compensation Plan. The vesting of performance stock units is 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 performance stock units will vest with respect to the underlying shares of Turtle Beach Corporation common stock on April 1, 2026, subject to continued employment through such date. These PSUs vest in installments of 6,920 shares on April 1, 2026 and 7,130 shares on April 1, 2027. The securities are restricted stock units ("RSUs") representing a contingent right to receive one share of common stock or cash with a value equal to the fair market value of the underlying common stock or a combination thereof. These RSUs vest in equal annual installments until 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. One-quarter of these RSUs will vest on April 1, 2026, with the remainder of the RSUs vesting in equal annual installments until April 1, 2029. These options were exercisable as of the transaction date.
SEC Form 4
FORM 4 UNITED 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 CA 92127

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Turtle Beach Corp [ TBCH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 58,135 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (1) 03/12/2026 A 3,974 (2) (2) Common stock 3,974 $0 3,974 D
Performance Stock Units (1) (3) (3) Common stock 14,051 14,051 D
Restricted Stock Units (4) (5) (5) Common stock 5,250 5,250 D
Restricted Stock Units (4) (6) (6) Common stock 14,000 14,000 D
Restricted Stock Units (4) (7) (7) Common stock 19,656 19,656 D
Restricted Stock Units (4) (8) (8) Common stock 34,176 34,176 D
Stock Option (Right to Buy) $12.1 (9) 04/01/2029 Common stock 19,167 19,167 D
Stock Option (Right to Buy) $5.95 (9) 04/01/2030 Common stock 12,605 12,605 D
Explanation of Responses:
1. The securities are performance stock units ("PSUs") representing a contingent right to receive one share of Turtle Beach Corporation common stock.
2. Acquired upon achievement of certain performance criteria pursuant to one-third of the performance stock units granted April 1, 2023 under the Turtle Beach Corporation Stock Based 2023 Incentive Compensation Plan. The vesting of performance stock units is 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 performance stock units will vest with respect to the underlying shares of Turtle Beach Corporation common stock on April 1, 2026, subject to continued employment through such date.
3. These PSUs vest in installments of 6,920 shares on April 1, 2026 and 7,130 shares on April 1, 2027.
4. The securities are restricted stock units ("RSUs") representing a contingent right to receive one share of common stock or cash with a value equal to the fair market value of the underlying common stock or a combination thereof.
5. These RSUs vest in equal annual installments until April 1, 2026.
6. These RSUs vest in equal annual installments until April 1, 2027.
7. These RSUs vest in equal annual installments until April 1, 2028.
8. One-quarter of these RSUs will vest on April 1, 2026, with the remainder of the RSUs vesting in equal annual installments until April 1, 2029.
9. These options were exercisable as of the transaction date.
/s/ Megan S. Wynne, attorney-in-fact for Cris Keirn 03/13/2026
** Signature of Reporting Person Date
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.

FAQ

What insider transaction did Turtle Beach (TBCH) CEO Cris Keirn report?

Cris Keirn reported receiving 3,974 performance stock units on March 12, 2026. These units were earned under a 2023 incentive grant after meeting revenue growth and adjusted EBITDA performance targets and will vest into common shares on April 1, 2026, subject to continued employment.

How many Turtle Beach common shares does CEO Cris Keirn hold after this Form 4?

After the reported transactions, Cris Keirn directly holds 58,135 shares of Turtle Beach common stock. In addition, he has multiple unvested equity awards and stock options that could convert into more shares in the future if vesting and exercise conditions are met.

How do Cris Keirn’s Turtle Beach performance stock units (PSUs) vest?

The newly reported 3,974 PSUs vest on April 1, 2026, contingent on continued employment. They were earned based on three years of revenue growth exceeding a baseline market rate and achieving specified tiers of adjusted EBITDA margins, with potential payout ranging between 0% and 200% of the target units.

What other PSU awards does the Turtle Beach CEO hold and when do they vest?

Beyond the new 3,974-unit award, Keirn holds additional PSUs covering 14,051 underlying shares of common stock. According to the disclosure, these PSUs vest in two installments: 6,920 shares vest on April 1, 2026, and 7,130 shares vest on April 1, 2027, if conditions are satisfied.

What restricted stock unit (RSU) awards are outstanding for Turtle Beach CEO Cris Keirn?

Keirn holds several RSU awards tied to Turtle Beach common stock, with underlying share amounts of 5,250, 14,000, 19,656 and 34,176. These RSUs vest in equal annual installments through April 1 of 2026, 2027, 2028 and 2029, depending on the specific grant’s schedule.

What stock options does Turtle Beach CEO Cris Keirn currently have outstanding?

The filing shows two direct stock option positions for Keirn. One covers 19,167 underlying shares at an exercise price of $12.10 per share, expiring April 1, 2029. The other covers 12,605 shares at $5.95 per share, expiring April 1, 2030, and was exercisable on the transaction date.