Form 8-K
8-K — Turtle Beach Corp
Accession: 0001193125-26-232706
Filed: 2026-05-20
Period: 2026-05-16
CIK: 0001493761
SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d13804d8k.htm (Primary)
EX-99.1 (d13804dex991.htm)
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8-K
8-K (Primary)
Filename: d13804d8k.htm · Sequence: 1
8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 16, 2026
TURTLE BEACH CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
001-35465
(Commission
File Number)
Nevada
27-2767540
(State or Other Jurisdiction
of Incorporation)
(I.R.S. Employer
Identification No.)
15822 Bernardo Center Drive, Suite 105
San Diego, California 92127
(Address of principal executive offices) (Zip code)
(914) 345-2255
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.001
TBCH
The Nasdaq Global Market
Preferred Stock Purchase Rights
N/A
The Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2026, Mark Weinswig informed the Company of his intent to resign as Chief Financial Officer of the Company, effective as of June 15, 2026. The Company has initiated a search for a permanent successor to Mr. Weinswig as Chief Financial Officer of the Company.
Effective as of June 15, 2026, Andrew Clipsham, the Company’s Senior Finance Director, EMEA & ANZ, will serve as the Company’s Interim Chief Financial Officer and as the Company’s principal financial officer and principal accounting officer.
Mr. Clipsham has led Turtle Beach’s international finance organization since 2019, overseeing the Company’s financial operations including financial reporting, accounting operations, and internal controls. He brings over 20 years of global financial experience to the role, having previously served in leadership positions at PepsiCo, SABMiller, Sony Europe and HJ Heinz.
There are no family relationships between Mr. Clipsham and any of the Company’s current or former directors or executive officers. Mr. Clipsham is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Act”).
Item 7.01
Regulation FD Disclosure.
On May 20, 2026, the Company issued a press release announcing Mr. Clipsham’s appointment as the Company’s Interim Chief Financial Officer. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
99.1
Press Release of the Company, dated May 20, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TURTLE BEACH CORPORATION
Date: May 20, 2026
By:
/s/ CRIS KEIRN
Cris Keirn
Chief Executive Officer
EX-99.1
EX-99.1
Filename: d13804dex991.htm · Sequence: 2
EX-99.1
Exhibit 99.1
TURTLE BEACH CORPORATION ANNOUNCES CFO TRANSITION
Andrew Clipsham Named Interim Chief Financial Officer
Company Reaffirms Full Year 2026 Financial Guidance
SAN DIEGO, CA – May 20, 2026 – Turtle Beach Corporation (Nasdaq: TBCH, the “Company” or “Turtle Beach”), a leading
gaming accessories brand, today announced that Andrew Clipsham, Turtle Beach’s Senior Director of Finance, has been appointed interim Chief Financial Officer effective June 15, 2026. Clipsham will succeed Mark Weinswig as the Company has
undertaken a search for a permanent Chief Financial Officer. Weinswig will stay with the Company through June 15 to ensure a seamless transition.
Mr. Clipsham has led Turtle Beach’s international finance organization since 2019, overseeing the Company’s financial operations including
financial reporting, accounting operations, and internal controls. He brings over 20 years of global financial experience to the role, having previously served in leadership positions at PepsiCo, SABMiller, Sony Europe and HJ Heinz.
“Andrew is a highly respected financial executive with deep institutional knowledge of our business,” said Cris Keirn, Chief Executive Officer of
Turtle Beach. “Mark made meaningful contributions to Turtle Beach during his tenure, and on behalf of the Board and the leadership team, I want to thank him for his dedication and wish him well. With Andrew’s outstanding leadership and
strong command of our financial operations, our team will continue to execute without interruption as we evolve our finance leadership to match the Company’s next phase of growth.”
The Company’s financial operations and strategic priorities remain fully on track. Today, Turtle Beach reaffirmed its full year 2026 financial guidance
of net revenue in the range of $335 million to $355 million and Adjusted EBITDA in the range of $44 million to $48 million as previously announced in the first quarter 2026 earnings release issued on May 7, 2026.
About Turtle Beach Corporation
Turtle Beach
Corporation (the “Company”) (corp.turtlebeach.com) is one of the world’s leading gaming accessory providers. The Company’s namesake Turtle Beach brand (www.turtlebeach.com) is known for designing best-selling
gaming headsets, top-rated game controllers, award-winning PC gaming peripherals, and groundbreaking gaming simulation accessories. Turtle Beach’s top-rated, fan-favorite Victrix brand is well-respected and favored by pro gamers in esports and the fighting game community. Innovation,
first-to-market features, a broad range of products for all types of gamers, and top-rated customer support have made Turtle
Beach a fan-favorite brand and the market leader in console gaming audio for over a decade. Turtle Beach’s shares are traded on the Nasdaq Exchange under the symbol: TBCH.
Page 1 of 3
Turtle Beach Corporation Announces CFO Transition
Cautionary Note on Forward-Looking Statements
This press release includes forward-looking information and statements within the meaning of the federal securities laws. Except for historical information
contained in this release, statements in this release may constitute forward-looking statements regarding assumptions, projections, expectations, targets, intentions, or beliefs about future events. Statements containing the words “may”,
“could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “goal”, “project”,
“intend” and similar expressions, or the negatives thereof, constitute forward-looking statements. Forward-looking statements are only predictions and are not guarantees of performance. Forward-looking statements involve known and
unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. The inclusion of such information should not be regarded as a representation by the Company, or any person,
that the objectives of the Company will be achieved. Forward-looking statements are based on management’s current beliefs and expectations, as well as assumptions made by, and information currently available to, management.
While the Company believes that its expectations are based upon reasonable assumptions, there can be no assurances that its goals and strategy will be
realized. Numerous factors, including risks and uncertainties, may affect actual results and may cause results to differ materially from those expressed in forward-looking statements made by the Company or on its behalf. Some of these factors
include, but are not limited to, risks related to trade policies, including the imposition of tariffs on imported goods and other trade restrictions, the release and availability of successful game titles, macroeconomic conditions affecting the
demand for our products, logistic and supply chain challenges and costs, dependence on the success and availability of third-parties to manufacture and manage the logistics of transporting and distributing our products, the substantial uncertainties
inherent in the acceptance of existing and future products, the difficulty of commercializing and protecting new technology, the impact of competitive products and pricing, general business and economic conditions, risks associated with the
expansion of our business including the integration of any businesses we acquire and the integration of such businesses within our internal control over financial reporting and operations, our indebtedness, liquidity, and other factors discussed in
our public filings, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and the
Company’s other periodic reports filed with the Securities and Exchange Commission. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange
Commission, the Company is under no obligation to publicly update or revise any forward-looking statement after the date of this release whether as a result of new information, future developments or otherwise.
CONTACTS
Investor Information:
ICR
tbch@icrinc.com
Page 2 of
3
Turtle Beach Corporation Announces CFO Transition
Corporate Communication & Media:
Kim DeNapoli
SVP, Head of Brand
Turtle Beach Corporation
kim.denapoli@turtlebeach.com
Page 3 of
3
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