[Form 4] Turtle Beach Corporation Insider Trading Activity

Rhea-AI Filing Summary

Turtle Beach Corp (TBCH) insiders disclosed two sales on 08/21/2025. DC VGA LLC reported a sale of 693,962 shares at $14.41 per share, and a second reported sale of 694,926 shares at $14.41 per share. After the transactions, the filings show reported beneficial ownership levels of 2,756,038 and 2,061,112 shares respectively. The reporting group includes DC VGA LLC (formerly PDP Holdings, LLC), Diversis Capital Partners I, L.P., Diversis Capital Partners GP I entities, and individuals Kevin Ma and Ron Nayot, who are identified as directors and managing members with indirect ownership through the entities. Signatures on the form are dated 08/22/2025.

Positive

• Timely disclosure of insider sales complies with Section 16 reporting requirements
• Clear description of the ownership chain linking DC VGA LLC to Diversis Capital entities and individuals

Negative

• Large insider sales totaling 1,388,888 shares on a single day, which may concern some investors
• No statement in the filing indicating these sales were made under a 10b5-1 plan or similar structured plan

Insights

Securities Analyst

TL;DR Insider group sold large blocks of TBCH shares on 08/21/2025; transactions were disclosed and show substantial remaining indirect holdings.

The filing documents two contemporaneous sales totaling 1,388,888 shares at $14.41 each. The sellers are an affiliated ownership group (DC VGA LLC and related Diversis Capital entities) controlled by Kevin Ma and Ron Nayot. The disclosure clarifies indirect ownership paths and post-transaction holdings of 2.76M and 2.06M shares, demonstrating continued significant stake despite the sales. From a market-impact perspective, the form provides clear compliance information but does not include context such as percentage ownership of outstanding shares or motives for the sales, which limits assessment of valuation signaling.

Corporate Governance Expert

TL;DR The filing shows affiliated insiders and their entities executing substantial share dispositions while preserving material indirect positions.

The report identifies the multi-tiered ownership structure and confirms that Kevin Ma and Ron Nayot are the managing members of the GP entity that controls the reporting LP and LLC. The concentrated disclosure and dated signatures meet Section 16 filing requirements. The filing does not state whether sales were pursuant to a trading plan; therefore the governance record is complete for the disclosed trades but lacks additional explanatory detail that some stakeholders may seek.

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^*

DC VGA LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, SUITE 1050S

(Street)

LOS ANGELES CA 90067

(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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/21/2025		S		693,962	D	$14.41	2,756,038	D(1)
Common Stock	08/21/2025		S		694,926	D	$14.41	2,061,112	D(1)

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

1. Name and Address of Reporting Person^*

DC VGA LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, SUITE 1050S

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Diversis Capital Partners I, L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, SUITE 1050S

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Diversis Capital Partners GP I, L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, SUITE 1050S

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Diversis Capital Partners GP I, LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, SUITE 1050S

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MA KEVIN

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, SUITE 1050S

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NAYOT RON

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, SUITE 1050S

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are held by DC VGA LLC (f/k/a PDP Holdings, LLC), a Delaware limited liability company. Diversis Capital Partners I, L.P. owns approximately 95% of the membership interests in DC VGA 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 directors and Managing Members of Diversis Capital Partners GP I, LLC and own approximately 50.00% and 50.00% of the membership interests of Diversis Capital Partners GP I, LLC, respectively.

	DC VGA LLC, By: /s/ Kevin Ma, Name: Kevin Ma, Title: President	08/22/2025
	Diversis Capital Partners I, L.P., By: Diversis Capital Partners GP I, L.P., its general partner, By: Diversis Capital Partners GP I, LLC, its general partner, By: /s/ Kevin Ma, Name: Kevin Ma, Title: Managing Member	08/22/2025
	Diversis Capital Partners GP I, L.P., By: Diversis Capital Partners GP I, LLC, its general partner, By: /s/ Kevin Ma, Name: Kevin Ma, Title: Managing Member	08/22/2025
	Diversis Capital Partners GP I, LLC, By: /s/ Kevin Ma, Name: Kevin Ma, Title: Managing Member	08/22/2025
	By: /s/ Kevin Ma, Name: Kevin Ma	08/22/2025
	By: /s/ Ron Nayot, Name: Ron Nayot	08/22/2025
	** 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 did insiders of Turtle Beach (TBCH) sell on 08/21/2025?

Insiders sold a total of 1,388,888 shares: 693,962 and 694,926 shares, each at $14.41 per share, as reported on Form 4.

Who filed the Form 4 reporting the TBCH transactions?

The filings were made by DC VGA LLC and affiliated entities including Diversis Capital Partners I, L.P., Diversis Capital Partners GP I, L.P., Diversis Capital Partners GP I, LLC, and individuals Kevin Ma and Ron Nayot.

How much beneficial ownership remained after the reported sales?

The Form 4 shows post-transaction beneficial ownership amounts of 2,756,038 shares and 2,061,112 shares for the reported lines.

Are the reporting persons officers or directors of TBCH?

The filing lists the reporting persons as Directors and as 10% owners of the issuer.

Do the filings state whether the sales were under a 10b5-1 plan?

No. The Form 4 does not indicate that the transactions were made pursuant to a 10b5-1 trading plan.