TBCH 13D/A: DC VGA LLC Share Sales, Issuer Purchase and VWAP Pricing

Rhea-AI Filing Summary

Turtle Beach Corporation (TBCH) is the subject of Amendment No. 1 to a Schedule 13D filed by DC VGA LLC and affiliated entities reporting beneficial ownership of 2,061,112 shares, equal to 10.4% of the outstanding common stock based on 19,806,863 shares outstanding as of July 31, 2025. The amendment discloses that on August 14, 2025 DC VGA LLC entered into a stock purchase agreement under which the Issuer agreed to buy 694,926 shares from DC VGA LLC at $14.41 per share (total $10,013,883.66) and DC VGA LLC agreed to sell 693,962 shares to TDG CP LLC at the same per-share price (total $9,999,992.42). The price was set as the 30-day VWAP ending August 14, 2025, and the transactions closed on August 21, 2025. The filing incorporates the stock purchase agreement as an exhibit.

Positive

• Issuer purchased 694,926 shares from DC VGA LLC at $14.41 per share, totaling $10,013,883.66
• Transaction price tied to 30-day VWAP, providing a market-linked pricing method
• Transactions closed on August 21, 2025, and the stock purchase agreement is filed as an exhibit

Negative

• None.

Insights

Financial Analyst

TL;DR Issuer repurchase and intra-group sale disclosed; transaction price set at 30-day VWAP and closed Aug 21, 2025.

The filing confirms a material private transaction where Turtle Beach purchased 694,926 shares from DC VGA LLC at $14.41 per share for roughly $10.0 million, with a nearly equal block sold to TDG CP LLC. The disclosed price method (30-day VWAP) provides market-linked pricing; the closed transactions change ownership of meaningful blocks but the reporting persons continue to report beneficial ownership of 2,061,112 shares (10.4%). This disclosure is important for understanding recent insider-related liquidity and share transfers within the reporting group.

Corporate Governance Expert

TL;DR Amendment documents issuer purchase from a major holder and a simultaneous transfer to an affiliate, both closed Aug 21, 2025.

The Schedule 13D/A updates Item 6 to disclose contractual arrangements that resulted in an issuer buyback from a principal holder and a near-equal sale to TDG CP LLC, with clear pricing mechanics tied to VWAP. From a governance perspective, the filing appropriately discloses the transaction and attaches the agreement by reference, enabling investors to review terms. The document establishes transparency for related-party and private-market share movements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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 the Stars, 8th Floor
Los Angeles, CA, 90067
(310) 553-6700

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

08/21/2025

(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).

SCHEDULE 13D

CUSIP No. 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 2,061,112.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,061,112.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,061,112.00

12

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

13

Percent of class represented by amount in Row (11)

10.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: Calculated based on the 19,806,863 shares of the common stock, par value $0.001 per share (the "common stock"), of Turtle Beach Corporation (the "Issuer"), outstanding as of July 31, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q (the "Form 10-Q") for the fiscal quarter ended June 30, 2025, filed with the Securities and Exchange Commission on August 8, 2025.

SCHEDULE 13D

CUSIP No. 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 2,061,112.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,061,112.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,061,112.00

12

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

13

Percent of class represented by amount in Row (11)

10.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to Row 13: Calculated based on the 19,806,863 shares of common stock outstanding as of July 31, 2025, as reported by the Issuer in the Form 10-Q.

SCHEDULE 13D

CUSIP No. 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 2,061,112.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,061,112.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,061,112.00

12

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

13

Percent of class represented by amount in Row (11)

10.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to Row 13: Calculated based on the 19,806,863 shares of common stock outstanding as of July 31, 2025, as reported by the Issuer in the Form 10-Q.

SCHEDULE 13D

CUSIP No. 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 2,061,112.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,061,112.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,061,112.00

12

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

13

Percent of class represented by amount in Row (11)

10.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: Calculated based on the 19,806,863 shares of common stock outstanding as of July 31, 2025, as reported by the Issuer in the Form 10-Q.

SCHEDULE 13D

CUSIP No. 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 2,061,112.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,061,112.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,061,112.00

12

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

13

Percent of class represented by amount in Row (11)

10.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 13: Calculated based on the 19,806,863 shares of common stock outstanding as of July 31, 2025, as reported by the Issuer in the Form 10-Q.

SCHEDULE 13D

CUSIP No. 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 2,061,112.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,061,112.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,061,112.00

12

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

13

Percent of class represented by amount in Row (11)

10.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 13:

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 statement on Schedule 13D (this "Statement") 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. 1 to the Schedule 13D (the Schedule 13D, as amended by the Amendment, collectively, the "Statement"). Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. 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)	Other than as described in Item 6 hereof, the Reporting Persons did not effect any transactions in the common stock during the past sixty days.
(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 August 14, 2025, DC VGA LLC entered into a stock purchase agreement (the "Agreement") with the Issuer regarding the purchase and sale of shares of common stock beneficially owned by DC VGA LLC, in a private transaction. Pursuant to the Agreement, the Issuer agreed to purchase 694,926 shares of common stock from DC VGA LLC at a price of $14.41 per share, for a total of $10,013,883.66. DC VGA LLC also agreed to sell 693,962 shares of common stock to TDG CP LLC, a Delaware limited liability company at a price of $14.41 per share for a total of $9,999,992.42. The purchase price per share of common stock for each transaction represents the average of the volume weighted average price of the common stock of the thirty days prior to and including August 14, 2025. The conditions to closing of the transactions contemplated by the Agreement were satisfied and such transactions closed on August 21, 2025. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by its full text, a copy of which is attached hereto as Exhibit 2 and which is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	2 Stock Purchase Agreement, made and entered into as of August 14, 2025, by and among Turtle Beach Corporation, DC VGA LLC and TDG CP LLC, incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K (file no. 001-354652), filed with the SEC on August 15, 2025. 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:	08/22/2025

Diversis Capital Partners I, L.P.

Signature:	/s/ Kevin Ma
Name/Title:	Diversis Capital partners GP I. L.P., its General Partner, Diversis Capital GI I, LLC, its General Partner, Kevin Ma, Managing member
Date:	08/22/2025

Diversis Capital Partners GP I, L.P.

Signature:	/s/ Kevin Ma
Name/Title:	Kevin Ma, Managing Member
Date:	08/22/2025

Diversis Capital Partners GP I, LLC

Signature:	/s/ Kevin Ma
Name/Title:	Kevin Ma, Managing Member
Date:	08/22/2025

Kevin Ma

Signature:	/s/ Kevin Ma
Name/Title:	Kevin Ma
Date:	08/22/2025

Ron Nayot

Signature:	/s/ Ron Nayot
Name/Title:	Ron Nayot
Date:	08/22/2025

FAQ

How many Turtle Beach (TBCH) shares do the reporting persons beneficially own?

The reporting persons state beneficial ownership of 2,061,112 shares, representing 10.4% of common stock based on 19,806,863 shares outstanding as of July 31, 2025.

What shares did Turtle Beach purchase from DC VGA LLC and at what price?

Turtle Beach agreed to purchase 694,926 shares from DC VGA LLC at $14.41 per share, totaling $10,013,883.66.

Did DC VGA LLC sell shares to any third party in the disclosed transactions?

Yes. DC VGA LLC sold 693,962 shares to TDG CP LLC at $14.41 per share, totaling $9,999,992.42.

When did the disclosed transactions close?

The conditions to closing were satisfied and the transactions closed on August 21, 2025.

How was the per-share purchase price determined?

The per-share price of $14.41 represents the average of the volume-weighted average price of common stock for the 30 days prior to and including August 14, 2025.