DC VGA LLC, a 10% owner of Turtle Beach Corp, reported two sales of common stock totaling 1,388,888 shares on August 21, 2025, at $14.41 per share in open-market or private transactions. These securities are held by DC VGA LLC, which is majority-owned by Diversis Capital partnerships associated with Kevin Ma and Ron Nayot. After these transactions, DC VGA LLC directly holds 2,061,112 shares of Turtle Beach Corp common stock.
Turtle Beach Corporation identifies two selling stockholder entries in this prospectus table. One holder beneficially owns 2,061,112 shares (10.8%) and a second holds 693,962 shares (3.6%). The table shows 0 shares being offered by each holder under this prospectus, leaving their beneficial ownership unchanged upon completion of the offering.
William Wyatt, a director of Turtle Beach Corporation (TBCH), reported insider transactions on Form 4. On 08/14/2025 he acquired 693,962 shares of Turtle Beach common stock at $14.41 per share through an account managed by TDG CP LLC (Donerail), which he says he has voting and investment interests in but for which he disclaims direct beneficial ownership except for his pecuniary interest. The filing also reports a disposition of 111,536 shares, which includes 11,620 restricted shares that will vest on April 1, 2026. The Form 4 was signed on 08/18/2025 by Megan S. Wynne as attorney-in-fact for Mr. Wyatt.
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.
Turtle Beach Corporation (TBCH) reporting persons disclosed ownership totaling approximately 1.63 million shares each, representing about 8.2% of the outstanding common stock based on an issuer statement showing 19,823,915 shares outstanding. The holdings are reported across Linmar Capital Fund, LP, Garnet Equity Capital Holdings, Inc., AMS Investors, LLC and two individual control persons, Joseph A. Cohen and Abraham Morris Shamah.
The filing shows no sole voting or dispositive power for any reporting person and instead records shared voting and dispositive power for the stated share amounts. The reporting persons disclaim beneficial ownership except to the extent of pecuniary interest and certify the shares were not acquired to change or influence control of the issuer.
Turtle Beach Corporation registered an additional 1,510,000 shares of its common stock under the 2023 Stock-Based Incentive Compensation Plan, increasing the pool available for employee and service-provider equity awards. The filing incorporates prior S-8 registration statements by reference and includes legal opinions and auditor consents among its exhibits. This is a routine securities registration to support the company’s compensation program and does not report operating results or immediate share issuances.
Turtle Beach Corporation amended a previously furnished current report to correct a typographical error in a press release table that mislabeled the condensed consolidated statement of cash flows as presenting the "three months ended" when it in fact presented the "six months ended." The correction did not affect any other tables or text, and the corrected condensed consolidated statements of cash flows are furnished as Exhibit 99.1.