Diversis group cuts Turtle Beach stake to 9.9%

DC VGA LLC and affiliated Diversis Capital entities and individuals updated their Schedule 13D for Turtle Beach Corporation.

Rhea-AI Filing Summary

DC VGA LLC and affiliated Diversis Capital entities and individuals updated their Schedule 13D for Turtle Beach Corporation. They report beneficial ownership of 1,775,441 shares of common stock, representing 9.9% of the class, based on 17,909,711 shares outstanding as of July 30, 2026.

On August 10, 2026, they sold 140,000 shares at a weighted average price of $12.6961, and on August 11, 2026, they sold 140,000 shares at a weighted average price of $12.6709. On August 12, 2026, they sold 5,671 shares at $13.00 in the open market. The amendment also notes that, on September 12, 2025, DC VGA LLC waived its rights under a Stockholder Agreement to appoint or replace an Investor Designee on Turtle Beach’s board, and requested the resignation of its then designee, Mr. Muscatel.

Key Figures

Beneficially owned shares: 1,775,441 shares Ownership percentage: 9.9% Shares outstanding: 17,909,711 shares +3 more

6 metrics

Beneficially owned shares 1,775,441 shares Shares of Turtle Beach common stock beneficially owned by each reporting person

Ownership percentage 9.9% Percent of Turtle Beach common stock class represented by 1,775,441 shares

Shares outstanding 17,909,711 shares Turtle Beach common shares outstanding as of July 30, 2026, per Form 10-Q

Sale on August 10, 2026 140,000 shares at $12.6961 Open-market sale at weighted average price, prices ranged from $12.5950 to $13.4540

Sale on August 11, 2026 140,000 shares at $12.6709 Open-market sale at weighted average price, prices ranged from $12.5700 to $12.8000

Sale on August 12, 2026 5,671 shares at $13.00 Open-market sale at a stated price of $13.00 per share

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, Stockholder Agreement, +2 more

6 terms

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 1,775,441.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 1,775,441.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"9 | Sole Dispositive Power 1,775,441.00 10 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Stockholder Agreement regulatory

"with respect to the Stockholder Agreement and notwithstanding its beneficial ownership"

Investor Designee regulatory

"waived its right to appoint an Investor Designee (as defined in the Stockholder Agreement)"

weighted average price financial

"sold 140,000 shares of Common Stock in the open market at a weighted average price of $12.6961"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Turtle Beach (TBCH) does the Diversis/DC VGA group now own?

The reporting group states beneficial ownership of 9.9% of Turtle Beach common stock, representing 1,775,441 shares, calculated against 17,909,711 shares outstanding as of July 30, 2026.

How many Turtle Beach (TBCH) shares are beneficially owned by the reporting persons?

The reporting persons collectively report beneficial ownership of 1,775,441 shares of Turtle Beach common stock, with sole voting and dispositive power over all of these shares and no shared voting or dispositive power.

What recent Turtle Beach (TBCH) stock sales did the reporting group disclose?

They disclosed selling 140,000 shares at a $12.6961 weighted average price on August 10, 2026, 140,000 shares at $12.6709 on August 11, 2026, and 5,671 shares at $13.00 on August 12, 2026 in open-market transactions.

Did the Diversis/DC VGA group change its board rights at Turtle Beach (TBCH)?

Yes. On September 12, 2025, DC VGA LLC waived its right to appoint an Investor Designee, requested its designee Mr. Muscatel resign from the board, and waived any right to appoint a replacement director under the Stockholder Agreement.

Who are the reporting persons in this Turtle Beach (TBCH) Schedule 13D/A amendment?

The reporting persons are DC VGA LLC, 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, each reporting the same 1,775,441 shares as beneficially owned.

What share count did Turtle Beach (TBCH) report outstanding for this ownership calculation?

The 9.9% ownership figure is based on 17,909,711 shares of Turtle Beach common stock outstanding as of July 30, 2026, as reported by Turtle Beach in its Form 10-Q for the quarter ended June 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/12/2026 - 08:00 PM Accepted by SEC EDGAR 08/12/2026 - 07:59 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Turtle Beach Corporation

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

900450206

(CUSIP Number)

David Smith
O'Melveny & Myers LLP, 1999 Avenue of Stars, 8th Floor
Los Angeles, CA, 90067
(310) 553-6700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 900450206

1

Name of reporting person

DC VGA LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,775,441.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,775,441.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,775,441.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: Calculated based on 17,909,711 shares of the common stock, par value $0.001 per share (the "common stock"), of Turtle Beach Corporation (the "Issuer"), outstanding as of July 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q (the "Form 10-Q") for the fiscal quarter ended June 30, 2026, filed with the Securities and Exchange Commission on August 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 900450206

1

Name of reporting person

Diversis Capital Partners I, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,775,441.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,775,441.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,775,441.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to Row 13: Calculated based on 17,909,711 shares of common stock outstanding as of July 30, 2026, as reported by the Issuer in the Form 10-Q.

SCHEDULE 13D

CUSIP Number(s): 900450206

1

Name of reporting person

Diversis Capital Partners GP I, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,775,441.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,775,441.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,775,441.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to Row 13: Calculated based on 17,909,711 shares of common stock outstanding as of July 30, 2026, as reported by the Issuer in the Form 10-Q.

SCHEDULE 13D

CUSIP Number(s): 900450206

1

Name of reporting person

Diversis Capital Partners GP I, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,775,441.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,775,441.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,775,441.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: Calculated based on 17,909,711 shares of common stock outstanding as of July 30, 2026, as reported by the Issuer in the Form 10-Q.

SCHEDULE 13D

CUSIP Number(s): 900450206

1

Name of reporting person

Kevin Ma

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,775,441.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,775,441.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,775,441.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 13: Calculated based on 17,909,711 shares of common stock outstanding as of July 30, 2026, as reported by the Issuer in the Form 10-Q.

SCHEDULE 13D

CUSIP Number(s): 900450206

1

Name of reporting person

Ron Nayot

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,775,441.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,775,441.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,775,441.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 13: Calculated based on 17,909,711 shares of common stock outstanding as of July 30, 2026, as reported by the Issuer in the Form 10-Q.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001
(b)	Name of Issuer: Turtle Beach Corporation
(c)	Address of Issuer's Principal Executive Offices: 15822 Bernardo Center Drive, Suite 105, San Diego, CALIFORNIA , 92127.
Item 1 Comment: This amended statement on Schedule 13D/A relates to the common stock, par value $0.001 per share (the "Common Stock"), of Turtle Beach Corporation (the "Issuer"). The statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons, on March 21, 2024 (the "Schedule 13D"), is hereby amended and supplemented to include the information set forth herein. This amended statement on Schedule 13D/A (this "Amendment") constitutes Amendment No. 2 to the Schedule 13D (the Schedule 13D, as amended by Amendment No. 1, filed with the SEC on August 22, 2025, and this Amendment, collectively, the "Statement"). Except as set forth herein, the Schedule 13D is unmodified.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth on the cover page is hereby incorporated by reference.
(b)	The information set forth on the cover page is hereby incorporated by reference.
(c)	On August 10, 2026, the Reporting Persons sold 140,000 shares of Common Stock in the open market at a weighted average price of $12.6961. These shares were sold in multiple transactions at prices ranging from $12.5950 to $13.4540. On August 11, 2026, the Reporting Persons sold 140,000 shares of Common Stock in the open market at a weighted average price of $12.6709. These shares were sold in multiple transactions at prices ranging from $12.5700 to $12.8000. On August 12, 2026, the Reporting Persons sold 5,671 shares of Common Stock in the open market at a price of $13.00. The Reporting Persons undertake to provide the Issuer, any securityholder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to include the following information: On September 12, 2025, the Reporting Persons notified the Issuer that, with respect to the Stockholder Agreement and notwithstanding its beneficial ownership of Common Stock at such time, DC VGA LLC unilaterally (i) waived its right to appoint an Investor Designee (as defined in the Stockholder Agreement) under the Stockholder Agreement, (ii) requested its then Investor Designee, Mr. Muscatel, resign from the Company Board and (iii) waived its right to appoint a Replacement Director (as defined in the Stockholder Agreement) following Mr. Muscatel's resignation under the Stockholder Agreement. As disclosed by the Issuer, such waivers and resignation were not the result of any disagreement with the Company or any of its officers or other directors on any matter relating to the operations, policies or practices of the Company.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement, dated as of March 13, 2024.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DC VGA LLC

Signature:	/s/ Kevin Ma
Name/Title:	Kevin Ma, President
Date:	08/12/2026

Diversis Capital Partners I, L.P.

Signature:	/s/ Kevin Ma
Name/Title:	Diversis Capital Partners GP I. L.P., its General Partner, Diversis Capital Partners GI I, LLC, its General Partner, Kevin Ma, Managing member
Date:	08/12/2026

Diversis Capital Partners GP I, L.P.

Signature:	/s/ Kevin Ma
Name/Title:	Diversis Capital Partners GP I, LLC, its general partner, Kevin Ma, Managing Member
Date:	08/12/2026

Diversis Capital Partners GP I, LLC

Signature:	/s/ Kevin Ma
Name/Title:	Kevin Ma, Managing Member
Date:	08/12/2026

Kevin Ma

Signature:	/s/ Kevin Ma
Name/Title:	Kevin Ma
Date:	08/12/2026

Ron Nayot

Signature:	/s/ Ron Nayot
Name/Title:	Ron Nayot
Date:	08/12/2026