05/04/2026 | Press release | Distributed by Public on 05/04/2026 19:01
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (3) | 05/01/2026 | A | 12,928 | (4) | (4) | Common stock | 12,928 | $ 0 | 12,928 | D | ||||
| Performance Stock Units | (3) | 05/01/2026 | M | 4,266 | (5) | (5) | Common stock | 4,266 | $ 0 | 8,662 | D | ||||
| Restricted Stock Units | (6) | (7) | (7) | Common stock | 7,000 | 7,000 | D | ||||||||
| Restricted Stock Units | (6) | (8) | (8) | Common stock | 13,104 | 13,104 | D | ||||||||
| Restricted Stock Units | (6) | (9) | (9) | Common stock | 25,632 | 25,632 | D | ||||||||
| Restricted Stock Units | (6) | (10) | (10) | Common stock | 61,154 | 61,154 | D | ||||||||
| Stock Option (Right to Buy) | $12.10 | (11) | 04/01/2029 | Common stock | 19,167 | 19,167 | D | ||||||||
| Stock Option (Right to Buy) | $5.95 | (11) | 04/01/2030 | Common stock | 12,605 | 12,605 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Keirn Cris C/O TURTLE BEACH CORPORATION 15822 BERNARDO CENTER DRIVE, SUITE 105 SAN DIEGO, CA 92127 |
X | CEO | ||
| /s/ Megan S. Wynne, attorney-in-fact for Cris Keirn | 05/04/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Performance stock units ("PSUs") were converted into common stock on a one-for-one basis. |
| (2) | Represents shares withheld to satisfy tax withholding obligations upon the vesting of PSUs awarded to the reporting person. |
| (3) | These securities are PSUs representing a contingent right to receive one share of Turtle Beach Corporation common stock or, cash with a value equal to the fair market value of the underlying common stock or, a combination thereof. |
| (4) | Acquired upon achievement of certain performance criteria of PSUs granted to the reporting person on April 1, 2025 under the Turtle Beach Corporation 2023 Stock Based Incentive Compensation Plan, as amended. Performance was measured over 12 months (May 1, 2025 through May 1, 2026) with respect to a stock price performance metric and 12 months (January 1, 2025 through December 31, 2025) with respect to an Adjusted EBITDA performance metric, with additional time-based vesting for earned units over two years. |
| (5) | These PSUs granted on April 1, 2025 vest as follows: 4,266 on May 1, 2026, 4,266 on April 1, 2027 and 4,396 on April 1, 2028. |
| (6) | The securities are restricted stock units ("RSUs") representing a contingent right to receive one share of Turtle Beach Corporation common stock or, cash with a value equal to the fair market value of the underlying common stock or, a combination thereof. |
| (7) | These RSUs vest in equal annual installments until April 1, 2027. |
| (8) | These RSUs vest in equal annual installments until April 1, 2028. |
| (9) | These RSUs vest in equal annual installments until April 1, 2029. |
| (10) | One-quarter of these RSUs will vest on April 1, 2027, with the remainder of the RSUs vesting in equal annual installments until April 1, 2030. |
| (11) | These options were exercisable as of the transaction date. |