Proxy Statement (Form DEF 14A)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Turtle Beach Corporation ("we," "us," or the "Company"), which will be held online at 9:00 a.m. Pacific Time on June 2, 2026. We will hold our Annual Meeting in a virtual meeting format only via the Internet (no in-person meeting). As a result, more stockholders will be able to participate without traveling. Stockholders will be able to listen, vote, and submit questions from any remote location with Internet connectivity. Information on how to participate in the Annual Meeting can be found on the first page of the accompanying proxy statement (the "Proxy Statement"). The Annual Meeting will be accessible at www.virtualshareholdermeeting.com/TBCH2026. At the Annual Meeting, we will ask you to:

We will also ask you to transact such other business that is properly brought in front of and presented at the Annual Meeting and any adjournments or postponements thereof.

Additional details regarding the Annual Meeting, the business to be conducted, and information about the Company that you should consider when you vote your shares are described in the accompanying Proxy Statement. You may vote if you were a record owner of Turtle Beach Corporation common stock, par value $0.001 per share (the "Common Stock"), at the close of business on April 10, 2026.

All stockholders are cordially invited to virtually attend the Annual Meeting. You will be able to virtually attend and participate in the Annual Meeting, vote your shares electronically, and submit your questions during the meeting by visiting the website address listed above on the meeting date and time described in the accompanying Proxy Statement. Whether you plan to virtually attend the Annual Meeting or not, it is important that your shares be represented at the Annual Meeting, regardless of the number of shares you may hold. Even though you may plan to attend the Annual Meeting virtually, please promptly vote using one of the following methods:

Voting by any of these methods will not prevent you from attending the Annual Meeting. You may change or revoke your proxy at any time before it is voted. Your vote is extremely important, and we appreciate you taking the time to vote promptly.

If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in "street name"), you will receive a voting instruction form from the holder of record. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted. We recommend that you instruct your broker or other nominee to vote your shares in the manner directed by them.

The Board strongly recommends that you vote:

The nominees of the Board for election as directors of the Company are listed in the accompanying Proxy Statement and Notice of Internet Availability of Proxy Materials. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AND PROMPTLY SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR PROXY CARD (IF YOU RECEIVED A PRINTED COPY OF THE PROXY MATERIALS). PLEASE NOTE THAT EVEN IF YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL HOLDER WHO OBTAINS A "LEGAL" PROXY FROM YOUR BROKER, BANK, TRUSTEE, OR NOMINEE, YOU STILL MAY VIRTUALLY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES.

Regardless of the number of shares of Common Stock of the Company that you own, your vote will be important. Thank you for your continued support, interest and investment in Turtle Beach Corporation.

A Notice of Internet Availability of Proxy Materials will be first sent or made available to our stockholders on or about April 21, 2026, and the proxy materials relating to the Annual Meeting will first be made available on or about the same date.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ William Wyatt       

William Wyatt

Chair of the Board

April 21, 2026

Table of Contents

TABLE OF CONTENTS

Table of Contents

About The Meeting

TURTLE BEACH CORPORATION

15822 Bernardo Center Drive, Suite 105

San Diego, California 92127

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 2, 2026

ABOUT THE MEETING

When will the Annual Meeting be held?

The 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Turtle Beach Corporation (the "Company") with be held virtually via live website on Tuesday, June 2, 2026 at 9:00 a.m. Pacific Time.

Why am I being provided with access to these proxy materials?

We are required by the U.S. Securities and Exchange Commission (the "SEC") to give you, or provide you access to, this Proxy Statement because the Board of Directors of the Company (the "Board") is soliciting your proxy to vote your shares of Turtle Beach Corporation common stock, par value $0.001 per share ("Common Stock"), at the Annual Meeting. This Proxy Statement summarizes the information you need in order to vote at the Annual Meeting.

What is a proxy?

A proxy is your designation of another person to vote shares of Common Stock you own. If you designate someone as your proxy in a written document, that document is also called a proxy, a form of proxy, or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. Cris Keirn and Mark Weinswig have been designated on behalf of the Board as the proxies to cast the vote of the Company's stockholders at the Annual Meeting.

How do I attend the Annual Meeting virtually?

The Company will hold the Annual Meeting in a virtual meeting format only, and stockholders will not be able to attend the Annual Meeting in person. Stockholders may participate online in the virtual meeting by visiting www.virtualshareholdermeeting.com/TBCH2026. All stockholders participating online will be in listen-only mode but will have an opportunity to submit questions and vote.

What is a Notice of Internet Availability of Proxy Materials?

In accordance with rules adopted by the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are permitted to furnish our proxy materials, including the Notice of Annual Meeting of Stockholders, this Proxy Statement, and our Annual Report to Stockholders, which includes a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Annual Report"), by providing access to such documents over the Internet. Unless requested, stockholders will not receive printed copies of the proxy materials.

We began mailing a Notice of Internet Availability of Proxy Materials on or around April 21, 2026 to holders of record of shares of our Common Stock at the close of business on April 10, 2026. At the same time, we provided those stockholders with access to our online proxy materials and filed our proxy materials with the SEC. The Notice of Internet Availability of Proxy Materials contains information on how to access via the Internet the Notice of Annual Meeting of Stockholders, the Proxy Statement, the form of proxy card (the "Proxy Card"), and the Annual Report, as well as instructions on how to request a paper copy of the proxy materials. Registered stockholders who prefer to receive a paper copy of the proxy materials must follow the instructions provided in the Notice of Internet Availability of Proxy Materials for requesting such materials.

The Notice of Internet Availability of Proxy Materials only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability of Proxy Materials and returning it. The Notice of Internet Availability of Proxy

About The Meeting

Materials provides instructions on how to cast your vote. If you wish to request a paper copy of the proxy materials for the Annual Meeting, you may (1) visit www.ProxyVote.com, (2) call 1+ (800) 579-1639, or (3) send an email to [email protected]. You will need your control number to request materials. If sending an email, please include your control number (indicated on the Notice of Internet Availability of Proxy Materials) in the subject line.

Please make the request as instructed above on or before May 19, 2026, to facilitate timely delivery of the proxy materials.

A notice that directs beneficial owners of our shares to the website where they can access our proxy materials is to be forwarded to each beneficial stockholder by the brokerage firm, bank or other holder of record that is considered the registered owner with respect to the shares of the beneficial stockholder. Such brokerage firm, bank or other holder of record is to also provide each beneficial owner of our shares with instructions on how the beneficial stockholder may request a paper or e-mail copy of our proxy materials.

If I cannot attend the Annual Meeting, can I vote or listen to it later?

You do not need to virtually attend the online Annual Meeting to vote if you submitted your vote via proxy in advance of the meeting. Whether or not stockholders plan to virtually attend the Annual Meeting, we urge stockholders to vote and submit their proxy in advance of the Annual Meeting by one of the methods described in the proxy materials. You cannot vote after the polls close at the Annual Meeting. A recording of the meeting will not be available.

Who can vote?

Only stockholders of record as of the close of business on April 10, 2026 (the "Record Date") are entitled to vote. On that day, approximately 19,846,971 shares of Common Stock were outstanding and eligible to vote, and there were approximately 938 record holders. Each share is entitled to one vote on each matter presented at the Annual Meeting. The actual number of shares of Common Stock outstanding and eligible to vote on the Record Date will be reported in the Company's Current Report on Form 8-K, which will report the results of the Annual Meeting.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding not less than 50 percent of the outstanding shares entitled to vote are present at the Annual Meeting virtually or represented by proxy. Thus, the holders of approximately 9,923,486 shares must be present virtually or represented by proxy at the Annual Meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you are present virtually at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the Chair of the Annual Meeting or the holders of a majority of shares present at the Annual Meeting virtually or represented by proxy may adjourn the Annual Meeting to another date.

What am I voting on?

There are three matters scheduled for a vote:

What if another matter is properly brought before the Annual Meeting?

We do not expect that any other items of business will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. However, by completing, signing, dating and returning a Proxy Card (if you received a printed copy of the proxy materials) or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies on the Proxy Card discretionary voting authority with respect to any matter that may properly come before the Annual Meeting, and of which we did not have notice at least by March 4, 2026 (i.e., at least 45 days before the date one year after the date on which the Company first sent its proxy materials for its 2025 annual meeting of stockholders) and such persons named as proxies intend to vote on any such other matter in accordance with the instructions of the Board to the extent permitted by Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

About The Meeting

How do I vote?

Your vote is very important. Your shares can only be voted at the Annual Meeting if you are present virtually or represented by proxy. Whether or not you plan to virtually attend the Annual Meeting, you are encouraged to vote by proxy to ensure that your shares will be represented.

Registered stockholders can choose among the following methods to vote:

Via the Internet-Stockholders can vote by voting their shares via the Internet as instructed on the website identified in the Notice of Internet Availability of Proxy Materials. The Internet procedures are designed to authenticate a stockholder's identity to allow stockholders to vote their shares and confirm that their instructions have been properly recorded. Internet voting for stockholders of record is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 1, 2026. Have your Proxy Card (if you requested a printed copy of the proxy materials) or Notice of Internet Availability of Proxy Materials in hand when you access the website and follow the instructions to obtain your records and create an electronic voting form.

By Telephone-Call 1-800-690-6903. Telephone voting for stockholders of record is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 1, 2026. Have your Proxy Card (if you requested a printed copy of the proxy materials) or Notice of Internet Availability of Proxy Materials in hand when you call and follow the instructions.

By Mail-Stockholders that received a printed copy of the proxy materials may elect to vote by mail by completing, signing and dating their Proxy Card and mailing it in the pre-addressed envelope that accompanies the delivery of the Proxy Card. Proxy Cards submitted by mail must be received prior to the Annual Meeting in order for your shares to be voted.

At the Annual Meeting-Shares held in your name as the stockholder of record may be voted by you virtually at the Annual Meeting.

If your shares are held in "street name," you will receive a voting instruction form from the holder of record. You must provide voting instructions to the holder of record in order for your shares to be voted on any proposal with respect to which your broker does not have discretionary authority. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares virtually at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker's proxy card and bring it to the Annual Meeting in order to vote.

If you vote via the Internet, by telephone or by mailing a Proxy Card (if you requested a printed copy of the proxy materials), we will vote your shares as you direct. For the election of directors (Item 1), you may specify whether your shares should be voted for all, some or none of the nominees for director listed. With respect to the ratification of our audit committee's (the "Audit Committee") appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Item 2) and the approval of the compensation of our Named Executive Officers (Item 3), you may vote "for," "against," or abstain from the ratification of Item 2 or the approval of Item 3.

How can I vote my shares without attending the Annual Meeting virtually?

To vote your shares without virtually attending the Annual Meeting, please follow the instructions for Internet or telephone voting in the proxy materials. If you received a printed copy of the proxy materials, you may also vote by signing and submitting your Proxy Card and returning it by mail, if you are the stockholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the stockholder of record. This way your shares will be represented whether or not you are able to virtually attend the Annual Meeting.

About The Meeting

How does the Board recommend I vote?

The Board recommends the following votes:

Can I change my vote after submitting my proxy? What if I return a proxy card or otherwise vote but do not make specific choices?

You may revoke or change a previously delivered proxy at any time before the Annual Meeting by delivering another proxy with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to the Secretary of the Company at the Company's principal executive offices before the beginning of the Annual Meeting. You may also revoke your proxy by attending the Annual Meeting and voting virtually, although attendance at the Annual Meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a bank or brokerage firm, you must contact that bank or brokerage firm to revoke any prior voting instructions. You may also vote virtually at the Annual Meeting if you obtain a legal proxy as described above. Unless properly revoked, properly executed and delivered proxies that are received before the Annual Meeting's adjournment will be voted in accordance with the directions provided. If no directions are provided on such properly executed and delivered proxy, those shares will be voted by one of the individuals named as a proxy on your proxy card as recommended by the Board, as stated in this Proxy Statement (1) "FOR" each of our director nominees, (2) "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and (3) "FOR" the non-binding, advisory approval of executive compensation for our Named Executive Officers. If you wish to give a proxy to someone other than those named on the proxy card, you should cross out those names and insert the name(s) of not more than three people to whom you wish to give your proxy.

Do I have appraisal or dissenters' rights?

You will have no right to dissent and obtain payment for your shares in connection with any of the Items 1, 2, or 3 set forth in this Proxy Statement.

About The Meeting

How many votes are needed to approve each of Items 1, 2, and 3? How are votes counted? What are broker non-votes?

The Annual Meeting will be held if a quorum is represented at the Annual Meeting virtually or by proxy.

If you are a stockholder whose shares are not registered in your name and instead are held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name." Broker non-votes occur when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed "non-routine." Generally, if shares are held in "street name," the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. Under the rules and interpretations of Nasdaq, "non-routine" matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested) and executive compensation, as well as the advisory stockholder votes on executive compensation.

Our bylaws, as amended (the "Bylaws"), provide that, in an uncontested election of directors at any meeting of the stockholders, provided a quorum is present, each nominee for director must be elected by a majority of the votes validly cast. For the avoidance of doubt, in Item 1, a director nominee will be elected if the votes validly cast FOR such nominee's election exceed the votes validly cast AGAINST such nominee's election. Broker non-votes and abstentions will not be included in the total votes cast and will not affect the results of the vote on this item.

For Item 2, the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm, the item must receive more FOR votes than AGAINST votes in order to be approved. Item 2 is considered a "routine" item, so brokers will have the discretion to vote uninstructed shares on behalf of beneficial owners with respect to this

About The Meeting

item. Therefore, broker non-votes are not expected to exist for this item, although a broker may otherwise fail to submit a vote. Failures by brokers to cast a vote and abstentions will not be included in the total votes cast and will not affect the results of the vote on this item.

For Item 3, the non-binding, advisory approval of Named Executive Officer compensation, the item must receive more FOR votes than AGAINST votes in order to be approved. Because your vote is advisory, it will not be binding on the Board or the Company. Broker non-votes and abstentions will not be included in the total votes cast and will not affect the results of the vote on this item.

Who will count the votes?

Broadridge Financial Solutions, Inc. will serve as master tabulator and American Election Services, LLC will act as the inspector of the elections.

Where can I find the results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K within four (4) business days of the Annual Meeting.

Who will pay for the solicitation of proxies?

The costs and expenses of the Board's soliciting of proxies, including the mailing the Notice of Internet Availability of Proxy Materials (or, if applicable, paper copies of this Proxy Statement, the Notice of Annual Meeting of Stockholders, the proxy card, and the Annual Report), as well as the cost of forwarding such material to the beneficial owners of stock, except for some costs associated with individual stockholders' use of the Internet or telephone, and postage, and any additional information furnished to stockholders will be borne by the Company. Solicitation of proxies may be in person, by telephone, facsimile, electronic mail, or personal solicitation by our directors, officers, or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Company will be employed to solicit stockholders in connection with this proxy solicitation. However, in the course of their regular duties, our employees, officers, and directors may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We may reimburse brokers and others holding stock in their names or in the names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to principals and beneficial owners.

Who is soliciting this proxy?

Solicitation of proxies is made on behalf of the Board. Proxies will be solicited on behalf of the Board by the Company's directors, director nominees, and certain executive officers and other employees of the Company.

Who should I call if I have questions or need assistance voting my shares?

If you have questions about the Annual Meeting or need assistance voting your shares, requests should be directed as described to:

Turtle Beach Corporation

c/o ICR Inc.

685 Third Avenue

New York, New York 10017

Attn: Jacques Cornet

Phone: (800) 210-2491

Submission Of Stockholder Proposals and Director Nominations

SUBMISSION OF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

Stockholders who intend to present a proposal for inclusion in the Company's proxy materials for its 2027 Annual Meeting of Stockholders under the Exchange Act Rule 14a-8 must submit the proposal so that the Secretary of the Company receives it no later than December 22, 2026, the 120th calendar day prior to the first anniversary of the date on which this proxy statement was first mailed to our stockholders. Such proposals must meet the requirements of Exchange Act Rule 14a-8 to be eligible for inclusion in the Company's 2027 proxy materials.

Under the Company's Bylaws, certain procedural and informational notice requirements must be met for a stockholder to nominate persons as directors or to introduce a proposal at an annual meeting of stockholders that will not be included in our proxy materials. A stockholder wishing to make a nomination for election to the Board or to have a proposal presented at the Company's 2027 Annual Meeting of Stockholders that is not included in our proxy materials must submit written notice of such nomination or proposal containing the information specified in the Company's Bylaws so that the Secretary of the Company receives it no later than March 4, 2027, but no earlier than February 2, 2027, which is ninety (90) days and one hundred and twenty (120) days prior to the one year anniversary of the date of the Annual Meeting, respectively. However, in the event that the Company does not hold an annual meeting of stockholders in a given year or if the date of the annual meeting of stockholders is changed by more than thirty (30) days from the date of the preceding year's annual meeting of stockholders, notice by the stockholder must be received not earlier than the close of business on the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the Company fewer than ninety (90) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company. The foregoing Bylaw provisions do not affect a stockholder's ability to request inclusion of a proposal in our proxy statement within the procedures and deadlines set forth in Rule 14a-8 of the SEC's proxy rules.

In addition to the notice requirements under the Company's Bylaws, stockholders who intend to nominate an individual for election to the Board at the Company's 2027 Annual Meeting of Stockholders and solicit proxies in support of such nominee must also provide notice that sets forth the information required by Exchange Act Rule 14a-19 to the Secretary of the Company not later than March 4, 2027 and no earlier than February 2, 2027.

Item 1-Election Of Directors

ITEM 1-ELECTION OF DIRECTORS

The Bylaws provide that the Company's business shall be managed by a Board ranging from one to twelve members. The number of directors may be increased or decreased from time to time by resolution of the Board. Directors are generally elected at the annual meeting of the stockholders and each director elected shall hold office until a successor is duly elected and qualified or until his or her death, resignation or removal. On September 12, 2025, David Muscatel resigned as director from the Company effective September 30, 2025. On March 5, 2026, Terry Jimenez resigned as director from the Company effective March 6, 2026. On April 17, 2026, the Board increased the number of members of the Board from six to eight and appointed Mr. Haspel and Ms. Kelley as directors effective April 20, 2026 to serve until the 2026 Annual Meeting of Stockholders. Ms. Scherping and Dr. Wolfe will not stand for reelection at the Annual Meeting.

The Board is currently comprised of eight members and immediately following the Annual Meeting, the Board will be comprised of six members. The independent directors of the Nominating and Governance Committee of the Board identify and recommend director candidates to serve on the Board. Director candidates are then nominated for election by the Board. Stockholders are also entitled to nominate director candidates for election in accordance with the procedures set forth in the Bylaws (see "Submission of Stockholder Proposals and Director Nominations" above). On March 9, 2026, the Company entered into the 2026 Cooperation Agreement with the Donerail Group related to the composition of the Company's Board and certain other matters. The 2026 Cooperation Agreement provided that, subject to certain conditions, within 30 days of the 2026 Cooperation Agreement, the Board expand the size of the Board from six members to eight members and appoint two independent directors Mr. Haspel and Ms. Kelley (the "New Directors") to the Board with initial terms expiring at the Annual Meeting. The New Directors were identified and selected by the Donerail Group, subject to applicable director qualification requirements.

In addition, pursuant to the 2026 Cooperation Agreement the Board has agreed to nominate Libby B. Bush, Cris Keirn, Julia W. Sze and William Wyatt as continuing directors, and the New Directors as director nominees for the Annual Meeting. In addition, pursuant to the 2026 Cooperation Agreement, following the Annual Meeting until the termination of the 2026 Cooperation Agreement, upon the request of the Donerail Group, the Board will expand the size of the Board from six to seven members and appoint one additional independent director (the "Additional Director") as identified by the Donerail Group, with an initial term expiring at the Company's 2027 annual meeting of stockholders. The Donerail Group will maintain certain rights to propose candidates to replace Mr. Wyatt, any New Director or the Additional Director pursuant to the terms of the 2026 Cooperation Agreement should Mr. Wyatt, any New Director or the Additional Director cease to serve as a member of the Board during the term of the 2026 Cooperation Agreement, provided that the Donerail Group will no longer have the right to propose such replacement candidates if the Donerail Group ceases to beneficially own, in the aggregate, at least 2.0% of the outstanding shares of the Company's common stock.

In identifying and recommending director candidates to serve on the Board, the independent directors of the Board consider the qualifications and composition of the Board as a whole, taking into account the totality of experience, skills and other qualifications or attributes that the individual nominees collectively bring to the Board and striving to maintain diversity of representation among its members. The independent directors also consider each individual's experience, skills and other qualifications and attributes to determine that individual's suitability and desirability for service on the Board. All director candidates should possess high personal and professional ethics, integrity, and values, and should have sufficient time available to devote to service on the Board and Board committees. The characteristics which the independent directors consider include, but are not limited to, an individual's: (i) personal integrity and professional ethical standards along with the willingness to express independent thought; (ii) commitment to representing the long-term interests of the Company's stockholders; (iii) practical wisdom and mature judgment; (iv) objectivity; (v) professional knowledge and business expertise; and (vi) broad industry knowledge. The Nominating and Governance Committee also considers diversity in identifying and evaluating director nominees, and the Board values diverse viewpoints, background and experiences.

Six directors are to be elected at this Annual Meeting. All of the Company's nominees have consented to being named as nominees for directors of the Company and have agreed to serve if elected. If some or all of the Company's nominees are unable to serve or for good cause will not serve at the time of the Annual Meeting, the shares represented by proxy will be voted for any substitute nominee(s) designated by the Board. In no event, however, will the shares represented by proxy be voted for more than six nominees.

Pursuant to the Company's Bylaws, in this uncontested election of directors at the Annual Meeting, provided a quorum is present, a nominee for director will be elected if the votes validly cast for such nominee's election exceeds the votes validly cast against such nominee's election. For this Item 1, abstentions and broker non-votes will be counted towards the quorum requirement but will not be counted or have an effect on the outcome of this item.

We are confident that all of the directors in our slate of Board nominees have the right mix of professional accomplishment, skills, experiences and reputation that makes them exceptionally qualified to serve as representatives of all stockholders. We

Item 1-Election Of Directors

are committed to engaging with our stockholders and continuing to respond to stockholder feedback about the Company, and we believe we are in the best position to oversee the execution of our long-term strategic plan to grow and realize stockholder value. The Board recommends that you vote "FOR" the election of William Wyatt, Libby B. Bush, Lee Haspel, Cris Kein, Daniela Kelley and Julia W. Sze. Set forth below is information regarding each of the Company's director nominees, including the specific experience, qualifications, skills or attributes that led to the conclusion that such nominee should serve as a director of the Company. Please see "Nominees for Director" for more information about each director nominee's individual qualifications that make him or her qualified to serve as a director.

Board Skills

The following Director Skills Matrix highlights the mix of key skills and experiences of the nominees that, among other factors, led the Board and the Nominating & Governance Committee to recommend these nominees for election to the Board. The Director Skills Matrix is intended to depict notable areas of focus for each director based on the current composition of the Board, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience, and oversight responsibilities. The demographic information presented below is based on voluntary self-identification by each nominee. Additional biographical information on each nominee is set out below.

Item 1-Election Of Directors

Nominees for Director

Item 1-Election Of Directors

Item 1-Election Of Directors

Executive Officers

EXECUTIVE OFFICERS

The following table sets forth the names, current ages and titles of the Company's three current Named Executive Officers.

Cris Keirn. Mr. Keirn's relevant experience and qualifications are described above as a director nominee.

Mark Weinswig. Mr. Weinswig is our Chief Financial Officer and has served as our Chief Financial Officer since February 2025. Mr. Weinswig joined the Company from Ouster, Inc. ("Ouster"), where he served as Chief Financial Officer since February 2023. Prior to the merger between Ouster and Velodyne Lidar, Inc. ("Velodyne"), Mr. Weinswig served as the Chief Financial Officer of Velodyne from May 2022 to February 2023. Prior to joining Velodyne, Mr. Weinswig served as Chief Financial Officer of Avinger Inc., a commercial-stage medical device company, from June 2018 to May 2022. Mr. Weinswig has more than 25 years of experience in financial leadership positions in private and publicly traded technology companies, including more than 15 years serving in various chief financial officer roles. In addition, Mr. Weinswig has held financial leadership positions in the optical component and laser industry, including Emcore, Avanex and Coherent. He began his career in public accounting at PricewaterhouseCoopers and worked at Morgan Stanley as an equity research analyst covering the optical industry. Mr. Weinswig has held both Certified Public Accountant and Chartered Financial Analyst designations. He received an MBA from Santa Clara University and a BS in Accounting from Indiana University, Kelley School of Business.

Megan Wynne. Ms. Wynne is our General Counsel and Corporate Secretary and has served as our Corporate Secretary since 2024 and General Counsel since 2016 and previously as our Vice President of Legal and Licensing since 2014. Prior to joining Turtle Beach, Megan spent five years as in-house counsel for I-Flow, LLC, a Kimberly-Clark Health Care Company, where she oversaw all litigation and advised on other legal matters. Additionally, Megan spent 13 years working with California-based Morris Polich & Purdy, LLP, initially as a litigation associate, and then as partner. She received a JD from Boston College Law School and a BA from Johns Hopkins University.

Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of April 10, 2026, for (i) each person who is known by the Company to own beneficially more than 5% of the Common Stock, (ii) each of the Company's current executive officers and directors, and (iii) all of the Company's current executive officers and directors as a group. Other than as set forth below, we are not aware of any other stockholder who may be deemed a beneficial owner of more than 5% of our Common Stock.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after April 10, 2026, and any restricted stock that will become vested within 60 days after April 10, 2026, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Unless otherwise indicated in the footnotes below, we believe that the persons and entities named in the table have sole voting or investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

Unless otherwise indicated, the principal address of each of the persons below is c/o Turtle Beach Corporation, 15822 Bernardo Center Drive, Suite 105, San Diego, California 92127.

Security Ownership of Certain Beneficial Owners and Management

Audit Committee Report

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be "soliciting material" or "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that Section. This report shall not be deemed "incorporated by reference" into any document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether such filing occurs before or after the date hereof, regardless of any general incorporation language in such filings, except to the extent that the Company specifically incorporates it by reference.

The Audit Committee assists the Board in meeting its oversight responsibility to stockholders, potential stockholders, the investment community, and others. The Audit Committee's function is one of oversight, recognizing that management is responsible for preparing the Company's financial statements, and the independent registered public accounting firm is responsible for auditing those statements. Management of the Company is responsible for (i) the preparation, presentation, and integrity of the Company's financial statements; (ii) the appropriateness of the accounting principles and reporting policies that are used by the Company; (iii) establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act; and (iv) maintaining adequate disclosure controls and procedures, as such term is defined by the Exchange Act. The Company's independent registered public accounting firm is responsible for (a) auditing the Company's annual consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the "PCAOB") and expressing an opinion on the conformity of those consolidated financial statements with accounting principles generally accepted in the United States of America and (b) reviewing the Company's unaudited interim condensed consolidated financial statements. The Audit Committee's primary responsibility is to oversee the Company's financial reporting process on behalf of the Board and report the results of its activities to the Board. It is not the Audit Committee's duty or responsibility to conduct auditing or accounting reviews or procedures. In performing its oversight function, the Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management and the Company's independent registered public accounting firm. The Audit Committee will, however, take the appropriate actions to set the overall corporate "tone" for quality financial reporting, sound business risk practices and ethical behavior.

The Audit Committee is directly responsible for the appointment of the independent registered public accounting firm to be retained to audit the Company's consolidated financial statements and, if applicable, its internal control over financial reporting, and once retained, the independent registered public accounting firm reports directly to the Audit Committee. The independent registered public accounting firm is ultimately accountable to the Audit Committee and the Board. The Audit Committee consults with and reviews recommendations made by the independent registered public accounting firm with respect to the Company's consolidated financial statements and related disclosures and, as applicable, internal control over financial reporting of the Company and makes recommendations to the Board as it deems appropriate from time to time. The Audit Committee is responsible for approving both audit and non-audit services to be provided by the independent registered public accounting firm. The Audit Committee is currently composed of three directors, each of whom the Board has determined to be independent as that term is defined by applicable Nasdaq listing standards and SEC rules. The Board has determined, in accordance with applicable Nasdaq listing standards, that Katherine L. Scherping is an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K of the Exchange Act. The Audit Committee operates under a written charter adopted by the Board, which is available on the Company's investor relations website at https://corp.turtlebeach.com/ under the heading "Governance-Governance Documents-Audit Committee Charter." The Audit Committee charter is reviewed on an annual basis by the Audit Committee and is subject to amendment from time to time.

The Audit Committee meets with management periodically to consider the adequacy of the Company's internal controls and discusses these matters with the Company's independent registered public accounting firm. The Audit Committee also discusses with senior management the Company's disclosure controls and procedures. The Audit Committee's oversight of the independent registered public accounting firm includes resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, with the Company's management and its independent registered public accounting firm. In addition, the Audit Committee reviewed and discussed the Company's quarterly earnings releases and Exchange Act filings for the year ended December 31, 2025, with management and the Company's independent registered public accounting firm, which included a discussion of the quality, in addition to the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements. The Audit Committee also discussed with management and the independent registered public accounting firm the Company's internal control over financial reporting.

The Audit Committee has also received from, and discussed with, the Company's independent registered public accounting firm the matters required to be discussed by PCAOB Auditing Standard No. 1301 (Communications with Audit Committees)

Audit Committee Report

and the SEC. The Audit Committee received the written disclosures and the letter from the Company's independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence, including the compatibility of any non-audit services with the independent registered public accounting firm's independence.

The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the 2025 results of its consolidated financial statement audit and the overall quality of the Company's financial reporting. The independent registered public accounting firm has direct access to the Audit Committee at any time on any issue of its choosing, and the Audit Committee has the same direct access to the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls, and the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2025, be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, to be filed with the SEC.

The Audit Committee has appointed the firm of Ernst & Young LLP as independent registered public accounting firm to audit and report upon the Company's consolidated financial statements and internal control over financial reporting for the fiscal year ending December 31, 2026.

AUDIT COMMITTEE

Katherine L. Scherping, Chair

Andrew Wolfe, Ph.D.

ITEM 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

ITEM 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLP as the independent registered public accounting firm to audit the Company's consolidated financial statements for the fiscal year ending December 31, 2026, and internal control over financial reporting. Although action by the stockholders on this matter is not required under Nevada law or the Sarbanes-Oxley Act of 2002, as amended, or the rules of the SEC promulgated thereunder, the Audit Committee and the Board believe it is appropriate to seek stockholder ratification of this appointment in light of the role played by the independent registered public accounting firm in reporting on the Company's consolidated financial statements. Ratification requires the affirmative vote of a majority of the votes cast (excluding abstentions) at the Annual Meeting. If this appointment is not ratified by the stockholders, the Audit Committee may reconsider its appointment. One or more representatives of Ernst & Young LLP are expected to attend the Annual Meeting telephonically. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Principal Accountant Fees and Services

The aggregate fees billed by Ernst & Young LLP for professional services rendered in connection with (i) the audit of our consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 set forth in our Annual Reports on Form 10-K for the years then ended and (ii) the review of our quarterly consolidated financial statements as set forth in our Quarterly Reports on Form 10-Q for each of our quarters during 2025 and 2024, as well as any fees paid to our independent registered public accounting firm for audit-related work, tax compliance, tax planning and other consulting services are set forth in the table below.

Audit fees: Audit fees consist of fees associated with the annual audit of our financial statements, the reviews of our interim financial statements and the issuance of consent and comfort letters in connection with registration statement filings with the SEC, and all services that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements.

Audit-related fees: Audit-related fees consist of fees for professional services reasonably related to the performance of the audit or review of the financial statements and are not included in Audit Fees.

Tax fees: Tax fees consist of fees for tax services, including tax compliance, and related expenses.

All other fees: Fees for products and services other than the services described above.

Pre-Approval of Services

All audit and permissible non-audit services provided by the Company's independent registered public accounting firm require pre-approval by the Audit Committee in accordance with the Audit Committee charter. The Audit Committee approves the independent registered public accounting firm's engagement prior to the independent registered public accounting firm rendering any non-audit services. The Audit Committee pre-approved all of the 2025 and 2024 fees paid to its independent registered public accounting firm.

ITEM 3 - Advisory Vote on the Compensation of the Company's Named Executive Officers

ITEM 3 - ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS

We are asking our stockholders to vote, on an advisory basis, to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement in accordance with the rules of the SEC and Section 14A of the Exchange Act. This Item 3 gives our stockholders the opportunity to express their views on our Named Executive Officers' compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the agreements and practices described in this Proxy Statement. This vote is advisory and is therefore not binding on us or the Board. The Board values the opinions of our stockholders, and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this Proxy Statement, the Board and the Compensation Committee will consider our stockholders' concerns and will evaluate what, if any, actions are necessary to address those concerns.

The Company uses external compensation expertise and biennial benchmarking to ensure that its executive compensation program is competitive and appropriate while being designed to align pay with short-term and long-term Company performance, to put a substantial portion of compensation at risk, and to reward unique or exceptional contributions to overall sustainable value creation for stockholders. Because the Board believes that the compensation of our Named Executive Officers as described in "Compensation Discussion and Analysis" and "Executive Compensation" appropriately addresses those objectives, it recommends that the stockholders approve the following advisory resolution:

RESOLVED, that the stockholders approve the compensation of the Company's Named Executive Officers as disclosed in the "Compensation Discussion and Analysis" and "Executive Compensation" sections of this Proxy Statement pursuant to Item 402 of SEC Regulation S-K, including the executive compensation tables and related disclosures.

The affirmative vote of a majority of the votes cast on this Item 3 is required to approve, on an advisory basis, the compensation of our Named Executive Officers. For purposes of determining approval of this Item 3, abstentions and broker non-votes will not affect the results of this vote.

Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis ("CD&A") describes our executive compensation program, including the compensation earned by our fiscal year 2025 "Named Executive Officers" ("NEOs"), who were as follows:

(1) Mr. Hanson ceased serving as Chief Financial Officer and Treasurer on February 3, 2025 (the "Transition Date"). During the 6-month period thereafter, Mr. Hanson was employed as Senior Advisor to the Company to provide transition services as requested by the Company to facilitate an effective transition of job responsibilities to the successor Chief Financial Officer. All 2025 compensation decisions for Mr. Hanson are described below under the heading "Transition Agreement with Mr. Hanson."

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2025. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why the Compensation Committee arrived at the specific compensation decisions for our Named Executive Officers in 2025 and discusses the key factors that were considered in determining their compensation.

Executive Summary

Who We Are

Our mission is to deliver the ultimate experience to gamers by providing high-quality, high-performance gaming accessories, including headsets, controllers, keyboards, mice, flight and racing simulation hardware, microphones, and more. For over 50 years, we have been a pioneer and key innovator in audio technology, and today we are one of the most recognized brand names in gaming. Headquartered in San Diego, California, we were incorporated in the state of Nevada in 2010, and our stock is traded on the Nasdaq Global Market under the symbol "TBCH".

According to retail sales tracking data from The Circana Group, we have been the market share leader in console gaming headsets for 16-years running with a vast portfolio of headsets designed to be multiplatform compatible with the latest gaming consoles, as well as for personal computers ("PCs") and mobile and tablet devices. Our PC product portfolio includes PC-specific gaming headsets, keyboards, mice, microphones, and other PC gaming peripherals. In 2021, we expanded our brand beyond gaming headsets and launched our gaming controller and simulation product lines. In 2024, we acquired Performance Designed Products LLC ("PDP"), another leading gaming accessory brand with a robust slate of products, including gaming controllers for all major platforms and licensing deals with popular gaming and entertainment properties.

2025 Business Highlights

In 2025, we continued integrating and building upon our acquisition of PDP, a leading gaming accessory brand recognized for its diverse product lineup. The acquisition expanded our presence in the multi-platform controllers category and added a strong set of licensing partnerships, further strengthening our competitive position. The increased scale and diversification resulting from the PDP acquisition have enhanced our market position and broadened our portfolio. These strategic gains provide a stronger foundation for long-term performance as we continue to deliver industry-leading gaming accessories and an expanded suite of offerings.

Revenue for 2025 reflects the contribution from the PDP acquisition and performance in our headset and controller categories, offset by decline in demand for gaming accessories. Our portfolio continued to perform well, highlighted by ongoing demand for products such as the Stealth 700 Gen 3 wireless headset, a premium, multi-platform device featuring our proprietary cross-play technology, which proved to be a top choice among gamers. This performance underscores our commitment to delivering cutting-edge accessories and our leadership in key gaming accessory markets.

Disciplined execution of our strategic priorities, together with targeted cost-management initiatives, contributed to a more resilient operating environment during the year. Although operating expenses increased modestly, these actions helped increase gross profit and maintain operating leverage amid softer revenue. We believe our brands are well-positioned to

Compensation Discussion and Analysis

sustain market leadership due to our expanded product portfolio, strengthened retail partnerships, and strong portfolio of innovative console gaming headsets and controllers.

Our 2025 business highlights included the following:

* Adjusted EBITDA is a non-GAAP financial measure. Please see pages 32-33 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 under the heading "Key Performance Indicators and Non-GAAP Measures" for reconciliations to the most directly comparable GAAP financial measures.

2025 Executive Compensation Highlights

Based on our overall operating environment and these results, our Board took the following key actions with respect to the compensation of our Named Executive Officers for and during 2025:

As noted above, our actual net revenue was $319.9 million and our actual Adjusted EBITDA was $40.1 million. We did not achieve the threshold required for the D2C revenue metric or the headset or controller market share growth metrics. Based on these results, the Compensation Committee approved annual cash bonus awards under the 2025 Short-Term Incentive Plan (the "2025 Bonus Plan") equal to 42% of the target opportunity based on actual performance.

Compensation Discussion and Analysis

Relationship Between Pay and Performance

We have designed our executive compensation program to attract, motivate and retain our Named Executive Officers while, at the same time, promoting the interests of our stockholders. To strike this balance, we seek to ensure that a meaningful portion of our Named Executive Officers' annual target total direct compensation opportunity is both "at-risk" and variable in nature.

We emphasize variable compensation that appropriately rewards our Named Executive Officers through the following two principal compensation elements:

These variable pay elements ensure that each year a substantial portion of our Named Executive Officers' target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance.

We believe that these compensation elements provide balanced incentives for our Named Executive Officers to meet our business objectives and drive long-term growth. To ensure that we remain faithful to our compensation philosophy, the Compensation Committee regularly evaluates the relationship between the reported values of the equity awards granted to our Named Executive Officers, the amount of compensation realizable (and ultimately realized) from such awards in subsequent years and our performance over this period.

Please refer to the "Pay Versus Performance Table" below which demonstrates that the compensation paid to our Named Executive Officers generally aligns with our financial performance based on the performance measures presented in the table over the covered fiscal years, including total stockholder return ("TSR"), net income and Adjusted EBITDA.

2025 CEO Target Pay Mix

The Compensation Committee believes that the characteristics of each form of executive compensation are a key driver in determining the allocation of target total direct compensation. The following chart represents the 2025 target mix of annual target total direct compensation for Mr. Keirn, our CEO. The disclosed equity award percentages below represent the grant date value of the PSU awards (at target) and RSU awards granted to the CEO in 2025, and not the compensation actually paid to or realized by the CEO.

Compensation Discussion and Analysis

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during 2025:

What We Do:

What We Don't Do:

Compensation Discussion and Analysis

2025 Stockholder Advisory Vote on Named Executive Officer Compensation

At our 2025 Annual Meeting of Stockholders, held on June 3, 2025, we conducted a non-binding stockholder advisory vote on the compensation of our Named Executive Officers (commonly known as a "Say-on-Pay" vote). Approximately 98.2% of the votes cast approved the compensation of our Named Executive Officers for 2024.

We value the opinion of our stockholders. Our Board and the Compensation Committee will continue to consider the result of the Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our Named Executive Officers.

In addition, at our 2025 Annual Meeting our shareholders voted on the frequency of Say-on-Pay voting, and approved Say-on-Pay voting each year as our Board recommended. The Company will hold a Say-on-Pay vote at this Annual Meeting.

Executive Compensation Philosophy and Objectives

We strive to provide an executive compensation program that is competitive, rewards achievement of our business objectives and aligns our Named Executive Officers' interests with those of our stockholders. Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being (1) to align the interests of our Named Executive Officers and stockholders and (2) to link pay with performance. We structure the annual compensation of our Named Executive Officers using three principal elements: (1) annual base salary, (2) annual cash bonus opportunities and (3) long-term equity incentive compensation opportunities in the form of equity awards. Consistent with this philosophy and approach, we have designed our executive compensation program to achieve the following primary objectives:

We have not adopted policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation. As described below, the Compensation Committee considers a variety of factors in formulating and proposing the appropriate yearly mix among such compensatory elements, including our compensation philosophy and the value of outstanding equity awards granted in prior years.

Compensation-Setting Process

Role of the Compensation Committee

The Compensation Committee discharges the responsibilities of our Board relating to the compensation of our Named Executive Officers. The Compensation Committee reviews and recommends to the Board for approval the compensation of the CEO and the compensation of the non-employee members of the Board. Decisions regarding the compensation of the other Named Executive Officers ("Other NEOs") are made by the Compensation Committee in consultation with, and upon the

Compensation Discussion and Analysis

recommendation of, the CEO. The Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies, generally, and overseeing and evaluating the compensation plans, policies and practices applicable to our executive officers.

In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes decisions that it believes further our philosophy or align with developments in best compensation practices and reviews the performance of our Named Executive Officers when making decisions with respect to their compensation.

The Compensation Committee's authority, duties and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available on the Company's investor relations website at

https://corp.turtlebeach.com/ under the heading "Corporate Governance-Compensation Committee Charter."

The Compensation Committee retains a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program which includes analyzing the competitive market for executive pay using a compensation peer group. However, the Compensation Committee exercises its own judgment in formulating and making decisions with respect to the compensation of our Named Executive Officers.

Setting Target Total Direct Compensation

Each year, the Compensation Committee conducts a review of the compensation arrangements of our Named Executive Officers, typically during the first fiscal quarter of the year. As part of this review, the Compensation Committee evaluates the base salary levels, annual target cash bonus opportunities and long-term incentive compensation opportunities of our Named Executive Officers and all related performance criteria.

The Compensation Committee does not establish a specific target for formulating the annual target total direct compensation opportunities of our Named Executive Officers. In formulating and making decisions about the compensation of our Named Executive Officers, the members of the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including the following:

These factors provide the framework for formulating and making decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in making these decisions, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in formulating and making its compensation decisions for our Named

Compensation Discussion and Analysis

Executive Officers. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer's role and business judgment in making their decisions.

On a biennial basis, the Compensation Committee evaluates our executive compensation levels against peer companies' compensation programs and practices to establish our compensation levels with respect to our Named Executive Officers.

Role of Management

In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, as well as management's perspective on compensation matters. The Compensation Committee solicits and reviews our CEO's proposals (except with respect to his own compensation) with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities and other compensation-related matters for our Other NEOs, based on his evaluation of the Other NEOs' performance for the prior year.

The Compensation Committee reviews and discusses our CEO's proposals and recommendations and considers them as one factor in formulating and making its decisions with respect to the compensation of our Named Executive Officers. Our CEO also attends meetings of our Board and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation.

Role of Compensation Consultant

The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the recommendations and decisions resulting from its annual executive compensation review, including the authority to approve the consultant's reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair and serves at the discretion of the Compensation Committee, which reviews the engagement annually.

In 2025, the Compensation Committee engaged Compensia to serve as its compensation consultant and advise on select executive compensation matters and the selection of the compensation peer group.

During 2025, Compensia provided the following services:

The terms of Compensia's engagement include reporting directly to the Compensation Committee chair.

The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that Compensia provided, the quality of those services and the fees associated with the services provided during 2025. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the NASDAQ Marketplace Rules and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

Compensation Peer Group

The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of consumer-related technology companies that are similar to Turtle Beach in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is one of several factors that the Compensation Committee uses to formulate and make its decisions every two years with respect to the compensation of our Named Executive Officers.

Compensation Discussion and Analysis

In November 2024, the Compensation Committee conducted its annual peer group review based on established selection criteria aligned with best practices. The goal of the review is to ensure the peer group underlying our competitive market analysis is appropriate, defensible and reflective of the Company's current business and financial profile. The selection criteria included:

Based on the review, three companies that were no longer independently publicly traded were removed (Avid Technology, Iteris and PCTEL) and two companies, in a similar industry sector and within both the revenue and market capitalization ranges, were added (NETGEAR and Ooma). In November 2024, the Compensation Committee formally approved the 2025 peer group as listed below:

Relative to the peer group at the time of approval, Turtle Beach ranked at the 39th percentile on a last four quarters revenue basis and 54th percentile on market capitalization.

Compensation Discussion and Analysis

Compensation Elements

Our executive compensation program consists of three principal elements - annual base salary, annual cash bonus opportunities and long-term incentive compensation opportunities in the form of equity awards. Our executive compensation program continues to evolve and respond to stockholder feedback. The 2025 program sought to further align our executive compensation with our performance and business strategy, and developments in our broader industry.

Compensation Discussion and Analysis

Annual Base Salary

Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly talented individuals. We use base salary to provide each Named Executive Officer with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests.

Generally, we establish the initial base salaries of our Named Executive Officers through arm's-length negotiation at the time we hire or promote the individual, taking into account his or her position, qualifications, experience, prior salary level and the base salaries of our other executive officers. Thereafter, the Compensation Committee reviews the base salaries of our Named Executive Officers each year as part of its annual review of our executive compensation program, with input from our CEO (except with respect to his own base salary) and formulates and makes decisions for adjustments as it determines to be reasonable and necessary to reflect the scope of a Named Executive Officer's performance, individual contributions and responsibilities, position in the case of a promotion and competitive market conditions.

In 2025, Mr. Keirn's base salary was increased to $525,000 to better align with market levels following his first year in the CEO role.

The annual base salaries of Messrs. Keirn, Weinswig and Hanson and Ms. Wynne as of December 31, 2024 and 2025 were as follows:

Annual Cash Bonus Program

We use an annual cash bonus program to motivate our Named Executive Officers to achieve our annual business goals. In April 2025, the Compensation Committee approved the 2025 Executive Bonus Plan to provide incentives for our Named Executive Officers to meet or exceed five key financial and shared corporate strategic objectives. For 2025, the Compensation Committee added a third financial performance goal (D2C revenues) and redistributed the weighting of certain goals - see details below. The D2C revenue metric was added to prioritize further investment in the Company's D2C business.

Compensation Discussion and Analysis

Target Annual Cash Bonus Opportunities

For purposes of the 2025 Bonus Plan, cash bonuses were to be based upon a specific percentage of each Named Executive Officer's annual base salary. No changes were made to target bonus opportunities as a percentage of salary for 2025.

Potential annual cash bonuses for our Named Executive Officers under the 2025 Bonus Plan could range from zero to a maximum of 150% of their target annual cash bonus opportunity. No payouts are earned with respect to the two shared strategic objectives (headset and controller market share growth) unless target performance is achieved or exceeded.

Corporate Financial Performance Metrics (80% weighting of Annual Cash Bonus Plan)

For 2025, Compensation Committee selected net revenue, Adjusted EBITDA, and D2C revenue as the three corporate financial performance metrics for the 2025 Bonus Plan. A strong emphasis on profitability continued, with adjusted EBITDA representing 55%, net revenue representing 20%, and D2C revenues representing 5% of the total 2025 Financial Performance Metric payout. The Compensation Committee believed these metrics would also most directly influence the creation of sustainable long-term stockholder value.

For purposes of the 2025 Bonus Plan:

The payment scale for each of these corporate performance metrics is set forth below. To the extent that performance for any metric was below the threshold performance level, there would be no payment with respect to that metric. In addition, the potential payment for any metric was capped at the maximum performance level. Achievement levels and payment percentages for performance between the threshold and maximum performance levels were developed by the Compensation Committee. Payment for performance for points between those reflected in the table were calculated using straight-line interpolation. Target Net Revenue and Adjusted EBITDA goals for 2025 were based on the midpoint of the Company's financial outlook for the full year 2025 given with its quarterly earnings announced on May 8, 2025.

Compensation Discussion and Analysis

Corporate Strategic Goals

Under the 2025 Bonus Plan, the Compensation Committee determined to use two shared corporate strategic goals. These objectives are related to worldwide market share growth in two of the Company's primary product categories-headsets and controllers. The Compensation Committee considers these measures because they reflect continued growth of the Company's core businesses.

The market share data is obtained from an independent third-party provider and reflects sales across the broader market. The data is subject to confidentiality and contractual restrictions imposed by the provider. Accordingly, the Company does not disclose the specific quantitative targets or results for this metric because such disclosure would violate these restrictions and could result in competitive harm. The Compensation Committee considers performance against these measures in determining incentive payouts and establishes target market share growth levels it believes are rigorous and aligned with the Company's operating plan and strategic objectives.

Annual Cash Bonus Payments

In March 2026, the Compensation Committee determined that for 2025 our actual net revenue of $319.9 million and our actual Adjusted EBITDA of $40.1 million met the threshold performance levels and our actual D2C revenue did not meet the threshold performance level. Threshold performance levels for Total Headset Value Share Gain and Third Party Controller Value Share goals were also not met. Based on these results, our Named Executive Officers received 42% of their target annual cash bonus opportunity with respect to the corporate financial performance metrics.

Compensation Discussion and Analysis

The following table sets forth the target annual cash bonus opportunities and the actual performance achievement.

Annual cash bonus payments made to NEOs for 2025 as approved by the Compensation Committee and Board on March 10, 2026 were as follows:

Long-Term Incentive Compensation

Long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, retain and reward qualified and experienced executive officers in a highly competitive market. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executive officers without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our Named Executive Officers for long-term corporate performance based on the value of our Common Stock and, thereby, to align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create value for our stockholders.

In 2025, the Compensation Committee used a combination of performance-based PSU awards and time-based RSU awards that may be earned and settled for shares of our Common Stock to motivate and reward our Named Executive Officers for long-term increases in the value of our Common Stock. The Compensation Committee believes that a portfolio of PSU awards and RSU awards appropriately balances the incentive benefits of a performance-based equity award vehicle with the retention and stockholder anti-dilution objectives of a time-based equity award vehicle, enabling us to use our equity compensation resources efficiently. The Compensation Committee believes that these equity awards align the interests of our Named Executive Officers with the interests of our stockholders by providing a significant incentive for them to manage our business from the perspective of an owner with an equity stake in the outcome of our financial and operational results and help us to achieve our retention objectives.

In the case of PSU awards, the Compensation Committee believes these awards provide a direct link between compensation and stockholder return, thereby motivating our Named Executive Officers to focus on and strive to achieve both our annual and long-term financial and strategic goals. In the case of RSU awards, because the value of RSU awards increases with any increase in the value of the underlying shares of our Common Stock, RSU awards also serve as an incentive that aligns the long-term interests of our Named Executive Officers with the interests of our stockholders. In addition, because RSU awards represent the right to receive shares of our Common Stock upon settlement and have value even in the absence of stock price appreciation, the Compensation Committee believes that we are able to incentivize and retain our Named Executive Officers using fewer shares of our Common Stock than would be necessary if we used other equity vehicles, such as stock options, to provide an equity stake in the Company.

To date, the Compensation Committee has not applied a rigid formula in determining the size of the equity awards to be granted, instead the Compensation Committee has exercised its judgment as to the amount of the awards after taking into consideration:

Compensation Discussion and Analysis

Based upon these factors, the Compensation Committee formulates and determines the size of each equity award it decides to grant at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value.

2025 Annual Equity Awards

In April 2025, as part of its annual review of our executive compensation program, the Compensation Committee determined to grant our Named Executive Officers, including Mr. Keirn and Ms. Wynne, PSU awards and RSU awards. As part of his new-hire package, Mr. Weinswig received an initial RSU grant under the 2025 program and did not receive any PSUs. To further reinforce the importance of driving stock price appreciation and shareholder value, as well as achieving rigorous EBITDA goals over the next 12 months, the Compensation Committee set the percentage of the target equity value awarded in PSUs to 60% and in RSUs to 40%. The 2025 equity awards and approved target grant values were as follows:

2025 RSU Awards

The 2025 RSU awards granted to Mr. Keirn and Ms. Wynne vest over a four-year period, with one-quarter of the RSUs subject to the award vesting on April 1, 2026, and the remainder of the RSUs subject to the award vesting in equal annual installments until April 1, 2029, contingent upon the applicable Named Executive Officer's continued employment with or service to us through each applicable vesting date. The new-hire RSU award granted to Mr. Weinswig vests over a four-year period, with one-quarter of the RSUs subject to the award vesting on February 3, 2026 and the remainder of the RSUs subject to the award vesting in equal quarterly installments until February 3, 2029, contingent upon the Mr. Weinswig's continued employment with or service to us through each applicable vesting date. The RSUs represent a contingent right to receive one share of our Common Stock for each unit that vests, or cash with a value equal to the fair market value of the underlying Common Stock, or a combination thereof. The RSU awards are subject to the terms of the 2023 Stock-Based Incentive Compensation Plan (the "2023 Stock Plan") and the applicable award agreement.

2025 PSU Awards

The 2025 PSU awards were designed to reward achievement of rigorous stock price appreciation and emphasize the importance of EBITDA as a measure of success in both the near and long-term of the business strategy. As such, 50% of the PSUs granted on April 1, 2025 are earned based upon stock price appreciation relative to the iShares Russell 2000 Value ETF ("Stock Price Change PSUs") and 50% are earned based on meeting and exceeding Adjusted EBITDA goals ("AEBITDA PSUs").

Payout for each metric is subject to a threshold performance level and capped at a maximum payout level. The maximum payout for the 2025 PSU awards is 175% of target PSUs awarded.

Earned shares vest in 3 equal installments with the first installment vesting upon certification of results following the conclusion of the performance period (ending May 1, 2026) and the other two installments vesting on April 1, 2027 and April 1, 2028. Any unearned shares are forfeited.

In the event of a change in control of the Company, with respect to the 2025 PSU awards, the performance period will be truncated at the change in control date. The number of units earned is equal to the greater of (i) if performance is measurable

Compensation Discussion and Analysis

(as determined by the Compensation Committee), the number of units that would have vested based on actual performance achieved as of the change in control date, or (ii) the target awarded. Earned units are converted to time-based RSUs vesting according to the original terms of the award. In the event that a Named Executive Officer's employment is terminated without "cause" or such Named Executive Officer resigns for "good reason" during the one-year period immediately following the change in control of the Company, then the vesting of the time-based RSU award earned pursuant to the foregoing sentence will be accelerated in full.

2025 Stock Price Change PSUs

To reinforce the importance of driving stock price appreciation, 50% of the 2025 PSUs are earned only if our shareholders realize returns that exceed that of the iShares Russell 2000 Value ETF ("Benchmark Index"). Performance for both the Company's common stock and the Benchmark Index are calculated based on the change in the closing price on May 1, 2025 and the volume-weighted average price for the thirty (30) day period ending on May 1, 2026 ("Performance Period").

No PSUs are earned if the stock price appreciation over the Performance Period does not exceed the Benchmark Index by 0.001 percentage points. The maximum number of PSUs that may become earned for stock price appreciation of at least 25 percentage points above the Benchmark Index is 200% of target PSUs. The table below outlines the respective performance and payout levels, with payouts between performance levels interpolated on a straight-line basis.

2025 AEBITDA PSUs

To align with our EBITDA financial goals, 50% of the PSUs are awarded in connection with achieving Adjusted EBITDA ("AEBITDA") goals set for fiscal year 2025, measured from January 1, 2025 through December 31, 2025 and as reported in our Form 10-K. No 2025 AEBITDA PSUs are earned if performance does not exceed a threshold performance level and payout is capped at 150% of target PSUs. The table below outlines the respective performance and payout levels, with payouts between performance levels interpolated on a straight-line basis.

Compensation Discussion and Analysis

2024 Stock Price and Adjusted EBITDA PSUs Earned in 2025

PSU awards granted in 2024 represented 70% of total annual equity value granted to our Named Executive Officers in 2024, with 50% earned based on the achievement of a stock price goal, measured at the end of a 13-month performance period (April 1, 2024 through May 9, 2025) and 50% earned based on Adjusted EBITDA performance, measured at the end of a 12 month performance period (Q2 2024 through Q1 2025). In May 2025, the Compensation Committee reviewed and evaluated our PSU awards granted in 2024 relative to stock price growth and adjusted EBITDA against the performance levels set forth below.

Total shares earned for the PSUs granted in 2024 with respect to the performance period ending in 2025 equaled 34.3% of target PSUs, with 33% vesting on May 9, 2025, 33% vesting on April 1, 2026 and 34% vesting on April 1, 2027. All unearned shares were forfeited.

2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025

In March 2026, the Compensation Committee reviewed and evaluated our 2025 market share growth and adjusted EBITDA as a percentage of net revenue against performance levels set at the time of grant in April 2023 for purposes of the third period of the 2023 PSU Awards. The Compensation Committee determined that our actual 2025 market share growth of was -5.4%, resulting in a payout of 10.4%. The Compensation Committee also determined that our 2025 adjusted EBITDA margin was 12.53%, resulting in a payout of 184.5%. Total shares earned for the 2025 period at 97.4% of target are outlined below.

Health and Welfare Benefits

Our Named Executive Officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time, salaried U.S. employees. These benefits include, but are not limited to, medical, dental, and vision insurance, group life insurance, an employee assistance program, health savings and flexible spending accounts, advocacy resources, short-term and long-term disability insurance and supplemental insurance. We also provide vacation and other paid holidays to all employees, including our Named Executive Officers.

Compensation Discussion and Analysis

We maintain a Section 401(k) retirement savings plan (the "Section 401(k) Plan") for the benefit of our eligible employees, including our Named Executive Officers, under which participants are permitted to contribute a percentage of their compensation on a pre-tax basis, subject to limits in the U.S. Internal Revenue Code of 1986, as amended (the "Code"). Our executive officers are eligible to participate in the Section 401(k) Plan on the same basis as our other employees.

We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Perquisites and Other Personal Benefits

Currently, we do not provide perquisites or other personal benefits to our Named Executive Officers except as generally made available to our employees. In 2025, none of our Named Executive Officers received perquisites or other personal benefits in amounts equal to or greater than $10,000.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

Other Compensation Policies

Hedging and Pledging Restrictions

Under our Securities Trading Policy, our employees (including our Named Executive Officers) and the non-employee members of our Board are prohibited from engaging in the following transactions:

Compensation Committee Interlocks and Insider Participation

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Each of Libby B. Bush, Julia W. Sze and William Wyatt served as members of the Compensation Committee throughout fiscal year 2025, and William Wyatt served as chair of the Compensation Committee throughout fiscal year 2025. None of such persons is or was formerly an officer of the Company. During 2025, no interlocking relationships existed between any member of the Company's Board or Compensation Committee and any member of the board of directors or compensation committee of any other company. Certain transactions and relationships between the Company and certain of its officers and directors are set forth below in the section titled "Certain Relationships and Related Person Transactions."

Compensation Committee Report

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on such review and discussion, our Compensation Committee recommended to the full Board that the "Compensation Discussion and Analysis" be included in this Proxy Statement.

COMPENSATION COMMITTEE

William Wyatt, Chair

Libby B. Bush

Julia W. Sze

Executive Compensation

EXECUTIVE COMPENSATION

The following tables provide information regarding the compensation of our Named Executive Officers for 2025, 2024, and 2023.

2025 Summary Compensation Table

Executive Compensation

Grants of Plan-Based Awards Table

The following table sets forth each grant made to our Named Executive Officers in 2025 under the plans established by the Company in the amounts granted on such dates.