Form 8-K

8-K — Turtle Beach Corp

Accession: 0001193125-26-211979

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001493761

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tbch-20260507.htm (Primary)

EX-99.1 (tbch-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tbch-20260507.htm · Sequence: 1

8-K

0001493761false00014937612026-05-072026-05-07

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: May 7, 2026

(Date of earliest event reported)

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 or organization)

(I.R.S. Employer

Identification Number)

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Stock, par value $0.001

TBCH

The Nasdaq Global Market

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))

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 2.02 - Results of Operations and Financial Condition.

On May 7, 2026, Turtle Beach Corporation (the “Company”) issued a press release announcing its financial results for its quarter ended March 31, 2026. A copy of that press release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “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 it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Description

99.1

104

Press Release of the Company, dated May 7, 2026

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 7, 2026

By:

/s/ MARK WEINSWIG

Mark Weinswig

Chief Financial Officer

EX-99.1

Filename: tbch-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Turtle Beach Corporation Announces First Quarter 2026 Results

–Generated $29.4 Million in Cash Flow from Operations–

–Reaffirmed Full Year 2026 Net Revenue and Adjusted EBITDA Guidance–

SAN DIEGO, CA – May 7, 2026 – Turtle Beach Corporation (Nasdaq: TBCH), a leading gaming accessories brand, today reported financial results for the first quarter ended March 31, 2026 and reaffirmed full year 2026 guidance for net revenue and adjusted EBITDA.

First Quarter Highlights

•

Net Revenue of $42.2 million.

•

Gross Margins of 26.8%.

•

Net Loss of ($15.2) million.

•

Adjusted EBITDA of ($6.5) million.

•

Generated cash flow from operations of $29.4 million.

•

Enhanced financial flexibility through credit facility refinancing to accelerate the Company's capital return program.

•

Reaffirmed full year 2026 net revenue and adjusted EBITDA guidance of $335 million - $355 million and $44 million - $48 million, respectively.

“As we build momentum through our brand transformation and release of new products, our first quarter results reflect the continuation of challenging market environments that carried over from 2025," said Cris Keirn, Chief Executive Officer of Turtle Beach Corporation. “We saw a temporary dip in channel inventories, which we expect to rebound and act as a tailwind in the remaining quarters of 2026 as we ramp our new product placements at retail."

“We have strong conviction in our forward trajectory and are reaffirming our full-year 2026 guidance. This outlook reflects an expanded innovation pipeline, with over 50% more product launches than last year, as well as accelerating momentum from confirmed new retail placements, including our expanding Nintendo Switch 2 lineup. We are also advantageously positioned ahead of the anticipated November 2026 launch of Grand Theft Auto VI. We remain focused on execution and driving meaningful shareholder value.”

“Additionally, we recently restructured our credit facilities to enhance our capital return flexibility. The new structure supports our existing $75 million authorization program for share repurchases with $56 million remaining, reflecting our confidence that there remains a significant disconnect between our stock price and the intrinsic value of Turtle Beach.”

Debt Refinancing

On May 4, 2026, the Company announced the restructuring of the Company’s existing debt facilities. The new credit structure consists of a revolving asset-based lending ("ABL") facility of up to $80 million provided by Bank of America, N.A., and an $85 million term loan facility provided by Blue Torch Capital LP. Together, these facilities replace the Company's prior $150 million credit agreement and provide the Company with increased operational and capital allocation flexibility.

Balance Sheet and Cash Flow Summary

At March 31, 2026, the Company had net debt of $41.3 million, comprised of $53.6 million of borrowings less $12.3 million of cash. During the first quarter ended March 31, 2026, the Company generated $29.4 million in cash flow from operations to pay off our revolving line of credit, which holds a zero balance as of March 31, 2026.

Share Repurchase Update

The Company's $75 million share repurchase program, authorized in May 2025, has approximately $56 million of capacity remaining. Since commencing buybacks in 2024, Turtle Beach has repurchased approximately $50 million of common stock. The Company intends to utilize the expanded capacity provided by the new credit structure to continue purchasing shares opportunistically, subject to applicable covenant conditions, market conditions, legal requirements, and other factors. The amount and timing of any repurchases will be determined by management in its discretion.

Financial Outlook

The Company is reiterating guidance for the full year 2026. Net revenues are expected to be between $335 million and $355 million, representing 5% to 11% year-over-year growth.

Adjusted EBITDA is expected to be between $44 million and $48 million, representing 10% to 20% year-over-year growth.

The Company remains encouraged by the gaming industry pipeline in 2026 and beyond. The anticipated launch of Grand Theft Auto VI in November 2026 is expected to be a significant industry event, and major game releases of this scale have historically driven increased gaming engagement and accessory demand. While the Company is not providing specific guidance beyond 2026 at this time, it believes the combination of its product innovation, brand strength, and favorable industry dynamics positions it for growth opportunities as these catalysts materialize.

Earnings Conference Call and Webcast Details

Turtle Beach will host a conference call and audio webcast today, May 7 at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time), during which management will discuss first quarter results and provide commentary on business performance and its current outlook for 2026. A question-and-answer session will follow the prepared remarks.

The conference call may be accessed by telephone by dialing 1-877-407-0792 or 1-201-689-8263.

A live audio webcast of the earnings conference call may be accessed on Turtle Beach’s website at corp.turtlebeach.com, along with a copy of the earnings press release and an updated investor presentation. A telephone replay of the call will be available through May 21, 2026, and can be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and entering passcode 13759890. A replay of the webcast will also be available on the investor relations website for a limited time.

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.

Non-GAAP Financial Measures

In addition to its reported results, the Company has included in this earnings release certain financial metrics, including Adjusted EBITDA, that the Securities and Exchange Commission define as “non-GAAP financial measures.” Management believes that such non-GAAP financial measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s results. Non-GAAP financial measures are not an alternative to the Company’s GAAP financial results and may not be calculated in the same manner as similar measures presented by other companies. “Adjusted EBITDA” is defined by the Company as net income (loss) before interest, taxes, depreciation and amortization, stock-based compensation (non-cash), and certain non-recurring special items that we believe are not representative of core operations, as further described in Table 4. These non-GAAP financial measures are presented because management uses non-GAAP financial measures to evaluate the Company’s operating performance, to perform financial planning, and to determine incentive compensation. Therefore, the Company believes that the presentation of non-GAAP financial measures provides useful supplementary information to, and facilitates additional analysis by, investors. The non-GAAP financial measures included herein exclude items that management does not believe reflect the Company’s core operating performance because such items are inherently unusual, non-operating, unpredictable, non-recurring, or non-cash. See a reconciliation of GAAP results to Adjusted EBITDA included as Table 4 below for the three months ended March 31, 2026, and March 31, 2025.

By providing full year 2026 Adjusted EBITDA guidance, the Company provided its expectation of a forward-looking non-GAAP financial measure. Information reconciling full year 2026 Adjusted EBITDA to its most directly comparable GAAP financial measure, net income (loss), is unavailable to the Company without unreasonable effort due to the variability, complexity, and lack of visibility with respect to certain reconciling items between Adjusted EBITDA and net income (loss), including other income (expense), provision for income taxes and stock-based compensation. These items cannot be reasonably and accurately predicted without the investment of undue time, cost and other resources and, accordingly, a reconciliation of the Company’s Adjusted EBITDA outlook to its net income (loss) outlook for such periods is not provided. These reconciling items could be material to the Company’s actual results for such periods.

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, 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:

Investors:

tbch@icrinc.com

(646) 277-1285

Public Relations & Media:

Kim DeNapoli

SVP, Head of Brand

Turtle Beach Corporation

858.914.5093

kim.denapoli@turtlebeach.com

Turtle Beach Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per-share data)

(unaudited)

Table 1.

Three Months Ended

March 31,

2026

2025

Net revenue

42,172

63,901

Cost of revenue

30,878

40,534

Gross profit

11,294

23,367

Operating expenses:

Selling and marketing

12,260

12,453

Research and development

4,574

3,993

General and administrative

8,521

8,216

Insurance recovery

—

(3,439

)

Acquisition-related cost

—

608

Total operating expenses

25,355

21,831

Operating (loss) income

(14,061

)

1,536

Interest expense, net

1,369

2,006

Other (income) expense, net

(101

)

303

Loss before income tax

(15,329

)

(773

)

Income tax benefit

(123

)

(109

)

Net loss

(15,206

)

(664

)

Net loss per share

Basic

(0.78

)

(0.03

)

Diluted

(0.78

)

(0.03

)

Weighted average number of shares:

Basic

19,498

20,506

Diluted

19,498

20,506

Turtle Beach Corporation

Condensed Consolidated Balance Sheets

(in thousands, except par value and share amounts)

Table 2.

March 31,

December 31,

2026

2025

ASSETS

Current Assets:

Cash and cash equivalents

12,320

16,963

Accounts receivable, net

30,400

76,797

Inventories

64,317

69,222

Prepaid expenses and other current assets

10,677

10,831

Total Current Assets

117,714

173,813

Property and equipment, net

2,450

2,995

Goodwill

50,428

Intangible assets, net

32,342

34,344

Other assets

6,993

7,474

Total Assets

209,927

269,054

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Revolving credit facility

—

29,383

Accounts payable

20,790

24,934

Term Loan, current

8,571

Other current liabilities

18,453

24,789

Total Current Liabilities

47,814

87,677

Term Loan, non-current

44,274

46,339

Income tax payable

820

Other liabilities

5,161

5,720

Total Liabilities

98,069

140,556

Commitments and Contingencies

Stockholders’ Equity

Common stock, $0.001 par value - 25,000,000 shares authorized; 19,185,869 and 19,961,696 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

228,397

229,189

Accumulated deficit

(117,569

)

(102,363

)

Accumulated other comprehensive income

1,010

1,653

Total Stockholders’ Equity

111,858

128,498

Total Liabilities and Stockholders’ Equity

209,927

269,054

Turtle Beach Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Table 3.

Three Months Ended

March 31, 2026

March 31, 2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

(15,206

)

(664

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

892

1,110

Amortization of intangible assets

2,001

2,016

Amortization of debt financing costs

195

276

Stock-based compensation

1,365

1,912

Deferred income taxes

(90

)

(445

)

Change in sales returns reserve

3,124

1,873

Provision for obsolete inventory

382

486

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

43,274

48,891

Inventories

4,522

(2,899

)

Prepaid expenses and other assets

532

(3,473

)

Accounts payable

(4,217

)

4,716

Income taxes payable

(821

)

(1,401

)

Other liabilities

(6,576

)

(11,946

)

Net cash provided by operating activities

29,377

40,452

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment

(276

)

(166

)

Acquisition of a business, net of cash acquired

—

2,515

Net cash (used for) provided by investing activities

(276

)

2,349

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings on revolving credit facilities

65,276

Repayment of revolving credit facilities

(29,386

)

(108,096

)

Repayment of term loan

(2,143

)

(312

)

Proceeds from exercise of stock options

Repurchase of common stock

(2,199

)

(1,750

)

Net cash used for financing activities

(33,682

)

(44,877

)

Effect of exchange rate changes on cash and cash equivalents

(62

)

765

Net decrease in cash and cash equivalents

(4,643

)

(1,311

)

Cash and cash equivalents - beginning of period

16,963

12,995

Cash and cash equivalents - end of period

12,320

11,684

Turtle Beach Corporation

GAAP to Adjusted EBITDA Reconciliation

(in thousands)

Table 4.

Three Months Ended

March 31,

2026

2025

Net loss

(15,206

)

(664

)

Interest expense, net

1,369

2,006

Depreciation and amortization

2,893

3,126

Stock-based compensation

1,365

1,912

Income tax benefit

(123

)

(109

)

Restructuring expense (1)

224

Acquisition-related costs (2)

—

608

Loss on inventory in transit and other costs (3)

—

605

Professional fees, litigation and other (4)

2,978

—

Insurance recovery (5)

—

(3,439

)

Adjusted EBITDA

(6,500

)

4,050

(1)

Restructuring expenses are costs in connection with reorganization of operations. These costs primarily include severance and related benefits.

(2)

Costs in connection with reorganization of operations which primarily include severance, related benefits and post-acquisition costs related to PDP acquisition.

(3)

Loss of inventory while in transit.

(4)

Legal and other professional fees associated with certain litigation proceedings, legal fees related to potential acquisition opportunities and warehouse relocation.

(5)

Insurance proceeds from claims related to a loss of inventory while in transit that occurred primarily in the fourth quarter of 2024.

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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