DEF 14A

Virtual Meeting Only www.virtualshareholdermeeting.com/ TBCH2026

Meeting on:

Tuesday, June 2, 2026

9:00 A.M. PT

For Stockholders as of:

Close of Business April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Turtle Beach Corporation

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

LOGO

William Wyatt

Chair of the Board

Turtle Beach 2026 Stockholder Letter

April 21, 2026

Dear Fellow Turtle Beach Stockholders:

We are pleased to invite you to the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Turtle Beach Corporation (“we,” us,” or “Turtle Beach”). Details regarding how to participate in the webcast of the Annual Meeting and the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

At the Annual Meeting, we will ask you to: (1) elect six director nominees named in the attached proxy statement to our Board of Directors (the “Board”); (2) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; (3) approve, on a non-binding, advisory basis, the compensation of our named executive officers (“Say-on-Pay”); and (4) transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. At the Annual Meeting, which will be held virtually, you will be able to vote your shares electronically and submit your questions.

The Board recommends that you vote “FOR” the election of William Wyatt, Libby B. Bush, Lee Haspel, Cris Keirn, Daniela Kelley and Julia W. Sze.

Whether you intend to virtually attend the Annual Meeting or not, we hope you will vote as soon as possible.

Thank you for being a stockholder of Turtle Beach. We believe the future is bright as we execute on our proven strategy to drive growth and build on our innovative expansion of gaming categories and products. We appreciate your continued partnership and support.

Sincerely,

/s/ William Wyatt

William Wyatt

Chair of the Board

Turtle Beach Corporation

15822 Bernardo Center Drive, Suite 105

San Diego, California 92127

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:



1.		Vote to elect six members to the Board of Directors (the “Board”) to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified (Item 1);

2.		Vote to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Item 2); and

3.		Vote in a non-binding, advisory manner on the compensation of our named executive officers (“Named Executive Officers”) (Item 3 or “Say-on-Pay”).

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:

by telephone, by calling the toll-free telephone number printed on your Notice of Internet Availability of Proxy Materials;

via the Internet, by accessing the website address printed on your Notice of Internet Availability of Proxy Materials; or

by mail, by completing, signing and dating your Proxy Card and mailing it (if you received a printed copy of the proxy materials).

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:

•

“FOR” the election of William Wyatt, Libby B. Bush, Lee Haspel, Cris Keirn, Daniela Kelley and Julia W. Sze as directors of the Company;

•

“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

•

“FOR” the compensation of our Named Executive Officers.

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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

JUNE 2, 2026.

We have elected to furnish our Proxy Statement and our 2025 Annual Report (the “Annual Report”) to certain of our stockholders over the Internet pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules.

Beginning on April 21, 2026, we will release to certain stockholders the Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and Annual Report online. The Notice of Internet Availability of Proxy Materials contains instructions as to how you may elect to receive printed copies of the Proxy Statement and the Annual Report. For stockholders who have elected to receive printed copies of our proxy materials, the Proxy Statement and Annual Report will first be mailed on or about April 21, 2026.

This Notice of Annual Meeting of Stockholders provides an overview of the matters to be voted upon at the Annual Meeting. The Notice of Internet Availability of Proxy Materials, Proxy Statement, and the Company’s Annual Report to Stockholders (which includes the Company’s Annual Report on Form 10-K for the year ended December 31, 2025) contain important information and are available free of charge at http://materials.proxyvote.com/900450. Information on this website, other than the accompanying Proxy Statement, is not a part of the accompanying Proxy Statement.

Only stockholders who held our Common Stock, par value $0.001 per share, as of the close of business on April 10, 2026 (the “Record Date”), are entitled to receive notice of, and vote at, the Annual Meeting.

Please vote as soon as possible. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting, as your proxy is revocable at your option. If you do not plan on voting at the Annual Meeting, please submit your proxy prior to 11:59 p.m., Eastern Time, on June 1, 2026.

********************

The accompanying Proxy Statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying Proxy Statement, including any appendices, carefully and in their entirety.

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


	Page

ABOUT THE MEETING		1

CORPORATE GOVERNANCE		7

Board Leadership Structure		7

The Board’s Role in Risk Oversight		7

Independence		7

Conflicts of Interest and Corporate Governance Matters		8

Code of Business Conduct and Ethics		8

Anti-Hedging and Pledging Policy		8

Securities Trading Policy		8

Communications with the Board of Directors		8

Meetings of the Board of Directors and Stockholders		8

The Board’s Role in Environmental, Social, & Governance (“ESG”) Oversight		9

Committees of the Board of Directors		10

SUBMISSIONOF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS		13

ITEM 1—ELECTION OF DIRECTORS		14

Board Skills		15

Nominees for Director		16

EXECUTIVE OFFICERS		19

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		20

AUDIT COMMITTEE REPORT		22

ITEM 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		24

Principal Accountant Fees and Services		24

Pre-approval of Services		24

ITEM 3—ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS		25

COMPENSATION DISCUSSION AND ANALYSIS		26

Introduction		26

Executive Summary		26

Executive Compensation Philosophy and Objectives		30

Compensation-Setting Process		30

Compensation Elements		34

2024 Stock Price and Adjusted EBITDA PSUs Earned in 2025		41

2023 Market Growth PSU Awards and EBITDA Margin Awards Earned in 2025		41

Other Compensation Policies		42

Risks Related to Our Compensation Policies and Practices		43

Tax and Accounting Considerations		44


		i

Table of Contents


	Page

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		45

COMPENSATION COMMITTEE REPORT		46

EXECUTIVE COMPENSATION		47

2025 Summary Compensation Table		47

Grants of Plan-Based Awards Table		48

2025 Outstanding Equity Awards at Fiscal Year-End Table		49

2025 Option Exercises and Stock Vested Table		50

CEO Pay Ratio		50

Employment Arrangements with Named Executive Officers		51

Post-Employment Compensation Arrangements		51

Potential Payments Upon Termination or Change in Control		53

Policies and Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information		54

Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2025		54

PAY VERSUS PERFORMANCE		55

2025 Pay Versus Performance Table		55

Financial Performance Measures		57

Relationship Between Compensation Actually Paid and Performance Measures		57

DIRECTOR COMPENSATION		61

2025 Director Compensation Table		61

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		63

Donerail Cooperation Agreements		63

Diversis Stockholder Agreement		63

Donerail and Diversis Stock Purchase Agreement		64

Blue Torch Financing		64

DELINQUENT SECTION 16(a) REPORTS		65

HOUSEHOLDING		65

OTHER BUSINESS		65


2026 Proxy Statement		ii

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


		1

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 sendmaterial@proxyvote.com. 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:

Item 1:

The election of six members to the Board to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

Item 2:

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Item 3:

A non-binding, advisory vote on the compensation of our named executive officers (the “Named Executive Officers”) (“Say-on-Pay”).

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”).


2026 Proxy Statement		2

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.


		3

About The Meeting

How does the Board recommend I vote?

The Board recommends the following votes:


		FOR each of the Board’s nominees for election to the Board to serve until the annual meeting of stockholders in 2027 and until their successors are duly elected and qualified (Item 1);

		FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Item 2); and

		FOR the non-binding, advisory approval of the compensation of our Named Executive Officers as disclosed in this Proxy Statement (Item 3).

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.


2026 Proxy Statement		4

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?


Proposal	Voting Options	Board Recommendation	Vote Required	Effect of Abstentions and Broker Non-Votes

Item 1 – Election of Directors: Ø William Wyatt, Ø Libby B. Bush, Ø Lee Haspel, Ø Cris Keirn, Ø Daniela Kelley and Ø Julia W. Sze.	Ø “FOR” one or more nominees; Ø “AGAINST” one or more nominees; or Ø “ABSTAIN” from one or more nominees	Ø “FOR” all nominees	Ø Majority of the votes cast: the individuals who receive more “FOR” votes than “AGAINST” votes will be elected	Ø Abstention: No effect Ø Broker non-vote: No effect

Item 2 – Ratification of the appointment of our independent public accounting firm for 2026:	Ø “FOR”; Ø “AGAINST”; or Ø “ABSTAIN”	Ø “FOR”	Ø Majority of the votes cast	Ø Abstention: No effect Ø Broker non-vote: Not-applicable, as this is a routine matter. Your broker, bank or nominee may vote in its discretion.

Item 3 – Advisory vote on compensation paid to our Named Executive Officers for 2025:	Ø “FOR”; Ø “AGAINST”; or Ø “ABSTAIN”	Ø “FOR”	Ø Majority of the votes cast	Ø Abstention: No effect Ø Broker non-vote: No effect

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


		5

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


2026 Proxy Statement		6

Corporate Governance

CORPORATE GOVERNANCE

In accordance with the Nevada Revised Statutes and the Company’s Articles of Incorporation, as amended, and our Bylaws the Board has oversight of the affairs of the Company. Although the Company’s

non-management

directors are not involved in the

day-to-day

operating details, they are kept informed of the Company’s business through reports and materials provided to them regularly, as well as by operating, financial and other reports presented by the officers of the Company at meetings of the Board and committees of the Board.

Board Leadership Structure

The Board is responsible for the control and direction of the

Company

. The Board represents the stockholders, and its primary purpose is to build long-term stockholder value. Our Chair of the Board, selected by the Board, is William Wyatt, who presides over the meetings of the Board. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate efficiently in the long-term interests of stockholders. The Board has determined that each of William Wyatt, Libby B. Bush, Lee Haspel, Daniela Kelley and Julia W. Sze are “independent” as defined in the Nasdaq listing standards.

The Board’s Role in Risk Oversight

The entire Board has responsibility for the general oversight of risk, and the Board’s committees address and report to the Board on the primary and individual risk areas within their purview. Topics related to risk and risk management are regularly discussed at Board and Board committee meetings. Management identifies key risks facing the Company, the Board develops an enterprise risk management plan, and management updates the Board on those risk items quarterly. The Company’s senior management, consultants, and advisors make presentations to Board committees and the full Board as to the areas of principal risk, as well as on the processes that the Company has in place to identify, assess, and report such risks. The full Board has oversight of principal risks related to product manufacturing, market factors such as demand and market share, retail partners, and information security.

The Board committees report to the Board on their consideration of any principal risks within their respective areas of focus. The Audit Committee primarily oversees risks relating to or arising from financial and disclosure controls and procedures, and accounting and other financial matters. The Company’s Chief Financial Officer reports to the

Audit

Committee on such risks and related risk management, and the Company’s independent auditors regularly provide reports at Audit Committee meetings. The Compensation Committee considers whether the Company’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on its business or operations. The Nominating and Governance Committee oversees the Board’s composition, effectiveness, accountability, and evaluation of the performance of the Board, its committees, and individual directors. Its areas of responsibility

include

succession planning, the development of corporate governance principles and practices, and oversight of the Company’s ESG program.

Cybersecurity

— Cybersecurity is an important part of the Board’s risk oversight. There are currently four directors with cybersecurity experience serving on the Board. Although the full Board retains responsibility for cybersecurity oversight, the Audit Committee has authority to immediately assess and manage a cybersecurity incident if one were to occur. The Company’s senior management briefs the Audit Committee and the Board periodically on cybersecurity matters and would promptly brief the Audit Committee if a cybersecurity incident occurred. The Company’s management also has

day-to-day

responsibility for managing cybersecurity risks. In addition to using industry-standard tools to monitor cybersecurity risks, management receives direct reporting of cybersecurity threats from our employees, who are trained annually on cyber security risks and reporting.

Independence

Our Common Stock is currently listed on the Nasdaq Global Market under the symbol “TBCH,” and therefore, our determination of the independence of directors is made using the definition of “independent director” contained in the Nasdaq listing standards. Based on information solicited from each director, the Board has determined that each of William Wyatt, Libby B. Bush, Lee Haspel, Daniela Kelley and Julia W. Sze is an independent director within the definition contained in the Nasdaq listing standards. In making its determinations regarding director independence, the Board considered, among other things:

•

any material relationships with the Company, its subsidiaries or its

management

, aside from such director’s service as a director;

•

transactions and agreements between the Company, on the one hand, and the directors and their respective affiliates, on the other hand, including the Cooperation Agreement dated March 9, 2026 (the “

Cooperation Agreement

”) with TDG CP LLC, The Donerail Group, Inc., The Donerail Group & Co LLC and William Wyatt (the “

Donerail Group

”) and Mr. Haspel’s residual interest in Blue Torch Capital, LP, an affiliate of Blue Torch Finance, LLC (“

Blue Torch

”);


		7

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Corporate Governance

•

transactions outside the ordinary course of business between the Company and companies at which some of its directors are or have been executive officers, partners or significant stockholders, and the amount of any such transactions with these companies; and

•

relationships among the directors with respect to common involvement with

for-profit

and

non-profit

organizations.

Conflicts of Interest and Corporate Governance Matters

Under our Code of Business Conduct and Ethics (“

Code of Conduct

”), no employee may serve as a director of any outside business concern, other than on behalf of the Company, without the written approval of the Company. In addition, no director may serve as an employee, officer, director, consultant or advisor, or permit any close relative to perform services as an officer or director, for any company that engages in the business of providing audio products such as headsets, speakers, sound-bars or other commercial audio products or gaming accessories. The Nominating and Governance Committee charter empowers the Nominating and Governance Committee to review the Company’s corporate governance principles at least once a year. There are no

pre-determined

limitations on the number of other boards of directors on which the directors of the Company may serve; however, the Board expects individual directors to use judgment in accepting other directorships and to allow sufficient time and attention to Company matters. There are no set term limits for directors.

There are no family relationships among any of our directors and/or

executive

officers. There are currently no legal proceedings, and during the past 10 years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any of our directors.

Code of Business Conduct and Ethics

The Company is committed to ethical business practices. Our Code of Conduct applies to all of the Company’s employees, officers and directors, and our Senior Financial Employees Code of Ethics applies to the Company’s principal executive officer (“

PEO

”), principal financial officer and principal accounting officer within the meaning of the SEC regulations adopted under the Sarbanes-Oxley Act of 2002, as amended, as well as certain other senior financial employees. The Company’s Code of Conduct and Senior Financial Employees Code of Ethics can be found on the Company’s investor relations website at

https://corp.turtlebeach.com/

under the headings “

Governance—Governance Documents—Code of Business Conduct and Ethics

” and “

Governance—Governance Documents—Senior Financial Employees Code of Ethics

”, respectively. The Company intends to post on its investor relations website any amendment to the Company’s Code of Conduct and Senior Financial Employees Code of Ethics. Please note that none of the information on the Company’s websites is incorporated by reference in this Proxy Statement.

Anti-Hedging and Pledging Policy

Company policies prohibit any pledging or hedging activities in the Company securities by the Company’s executive officers, members of the Board and certain other Company employees. The prohibited activities include any pledge of Company securities, the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, transactions such as short sales, puts, or calls, and holding securities in a margin account.

Securities Trading Policy

The Company’s Securities Trading Policy applies to all employees, directors, and officers of the Company and its subsidiaries. Under the Securities Trading Policy, transactions in puts, calls, or other derivative securities involving the Company’s equity securities, as well as hedging transactions involving the Company’s equity securities, such as collars and forward

sale

contracts, are prohibited. The Company believes that the Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of our Securities Trading Policy is filed with our Annual Report on Form

10-K

for the year ended December 31, 2025 as Exhibit 19.1.

Communications with the Board of Directors

If you would like to communicate with the Company’s directors, please send a letter to the following address: Turtle Beach Corporation, c/o Megan Wynne, Corporate Secretary, 15822 Bernardo Center Drive, Suite 105, San Diego, California 92127. The Company’s Corporate Secretary will review each such communication and forward a copy to the Board.

Meetings of the Board of Directors and

Stockholders

It is the policy of the Board to meet at least quarterly. The Board held 19 meetings in 2025 and also held regular executive sessions where non-management directors met without management participation. Each of our then-serving directors attended at least 75% of the aggregate meetings of the Board and the committees on which he or she served in 2025 other than


2026 Proxy Statement		8

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Corporate Governance

Ms. Bush who was impacted by the Palisades wildfire in Los Angeles

County

affecting her ability to attend meetings in early 2025. The Board has confidence in Ms. Bush’s commitment and continued valuable contributions.

Under our Corporate Governance Principles and Guidelines, all directors are expected to attend the Company’s annual meetings of stockholders, except in the event of unavoidable or extenuating circumstances. Other than Ms. Bush, each of our then serving directors attended our annual meeting of stockholders in 2025.

The Board’s Role in Environmental, Social, & Governance (“

ESG

”) Oversight

ESG matters have long been a vital part of our culture and are important to the long-term success of our business. We continued our ESG efforts in 2025. These efforts include assessing our environmental and social impacts, establishing an appropriate governance structure, and mitigating our negative impacts when possible.

Based on an analysis of our business, we adopted specific ESG goals and initiatives to improve our ESG performance, meet our customers’ expectations, and share relevant ESG information with our stakeholders. We referenced the United Nations Sustainable Development Goals when developing these goals and initiatives.

Specifically, we seek to:

1.	Develop innovative new products with lower environmental impacts while updating existing products to reduce environmental impacts;

2.	Integrate relevant ESG targets and initiatives into our operations;

3.	Identify potential ESG risks and opportunities; and

4.	Promote transparency with customers, employees, and other stakeholders by sharing our ESG goals, initiatives, and progress.

Environmental

— We seek to operate in an environmentally sustainable manner and are doing so through several initiatives.

Corporate Office Emissions

. We annually track our Scope 1 and 2 carbon emissions from our corporate offices and aim to reduce Scope 1 and Scope 2 carbon emissions from our corporate offices significantly by 2028. Further, in 2025 we obtained credible carbon offsets to neutralize our Scope 1 and 2 carbon emissions from our corporate offices based on the full year 2024 emissions from those offices.

Reducing our Energy Consumption

. Our Scope 1 and 2 emissions are primarily derived from consuming energy at our corporate offices. All of our electricity is purchased from the grid. While some of our purchased electricity is from renewable sources, we will need to reduce our purchased electricity to reduce our energy consumption from

non-renewable

resources. As part of our efforts to do so, we are reducing our corporate office space, lessening the need to light and heat unused space. This included reducing our office footprint and transitioning certain roles to remote work. For example, in 2024 we consolidated our San Diego, CA operations into a single office and in 2025 ended our lease for the former headquarters of Performance Designed Products LLC in San Diego, CA.

Product Sustainability

. We have also taken significant steps to improve the environmental sustainability of our products and their packaging. In 2024, we launched our Stealth

™

600 Gen 3 models, which are our first headset models to incorporate post- consumer recycled (“

PCR

”) plastics. Over the course of 2025, our Stealth 600 Gen 3 headsets incorporated approximately 39,000 kg of PCR plastics. We also continued to ship many of our products in renewable packaging materials certified by Forest Stewardship Council

(FSC

), replacing an estimated 712,500 kg of pulp packaging with FSC certified materials in 2025. Our product packages also contain significantly reduced plastic (in certain cases up to a 90% reduction over time) as part of our ongoing efforts to reduce plastic use in our packaging.

Social

— We are committed to providing a safe and healthy workplace for our employees, supporting our local communities through philanthropy and charitable work, and working with our suppliers to implement our Manufacturer Code of

Conduct

. We believe it is important for our manufacturing partners to share similar values, and our Manufacturer Code of Conduct requires our manufacturing partners to adhere to established industry frameworks and global standards to ensure that our manufacturing partners are acting in ways that support our ESG goals.

We maintain a Global Human Rights Policy that establishes standards for upholding our commitment to human rights in our operations and supply chain.


		9

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Corporate Governance

In addition, we are committed to supporting the mental health and wellness of our employees through programs such as wellness benefits through our employer-sponsored medical plans, healthy workplace snacks, and flexible work policies that enable our employees to work from home as appropriate. Our company-wide wellness initiatives earned a healthy workforce designation from our primary medical insurance provider in 2023 and 2024 and a Gold designation in 2025.

Governance

— Our Board is responsible for the control and direction of the Company and is committed to the development of effective and transparent corporate governance practices. The Nominating and Governance Committee has oversight over our ESG practices, goals, and their implementation. Our Nominating and Governance Committee charter formalizes this oversight.

You can learn more by visiting:

corp.turtlebeach.com/governance/esg/

. The information contained on our websites, including the foregoing ESG webpage, is neither part of nor incorporated by reference into this Proxy Statement.

Committees of the Board of Directors

The Board has the following standing committees: an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, and through April 17, 2026 had a Value Enhancement Committee.

Audit Committee

— 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’s primary purpose is to assist the Board in the oversight of the integrity of its accounting and financial reporting process, audits of the Company’s financial statements and its compliance with legal and regulatory requirements. The functions of the Audit Committee include, among other things: (i) hiring the Company’s independent registered public accounting firm to conduct the annual audit of the Company’s consolidated financial statements and monitoring its independence and performance; (ii) reviewing and approving the planned scope of the annual audit and the results of the annual audit;

(iii) pre-approving

all audit services and permissible

non-audit

services provided by the Company’s independent registered public accounting firm and establishing policies for such

pre-approval;

(iv) reviewing the significant accounting and reporting principles to understand their impact on the Company’s consolidated financial statements; (v) reviewing the Company’s internal financial, operating and accounting controls with management and the Company’s independent registered public accounting firm; (vi) reviewing with management and the Company’s independent registered public accounting firm, as appropriate, the Company’s financial reports, earnings announcements and its compliance with legal and regulatory requirements; (vii) establishing procedures for the treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and confidential submissions by the Company’s employees of concerns regarding questionable accounting or auditing matters; (viii) reviewing and approving related-party transactions; and (ix) reviewing and evaluating the Audit Committee charter.

It is the responsibility of the Audit Committee to maintain free and open communication

among

the Audit Committee, the independent registered public accounting firm, the internal audit function, and Company

management

. In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain at the expense of the Company independent outside counsel or other experts or advisers as it deems necessary to carry out its duties. In addition, the Audit Committee periodically meets in executive session without management present. A detailed list of the Audit Committee’s functions is included in its charter, a copy of which can be found on the Company’s investor relations website. The Company maintains a policy that the Audit Committee review certain transactions in which the Company and its directors, executive officers, or their immediate family members are participants to determine whether a related person has a direct or indirect material interest in such transaction. The Audit Committee is responsible for reviewing and, if appropriate, approving or ratifying any such related party transaction. See the “

Certain Relationships and Related Party Transactions

” section of this Proxy Statement.

The current members of the Audit Committee are Ms. Scherping and Dr.

Wolfe

. Ms. Scherping serves as the Chair of the Audit Committee. The Board has determined that each member of the Audit Committee is “financially sophisticated” and “independent” as defined in the applicable Nasdaq listing standards and the applicable rules under the Exchange Act. In addition, the Board has determined that Ms. Scherping is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation

S-K

of the Exchange Act. The Audit Committee held 6 meetings in 2025.

After the Annual Meeting, the Audit Committee will consist of Mr. Haspel, Ms.

Kelley

, and Mr. Wyatt, each of which the Board has determined to be “financially sophisticated” and “independent” as defined in the applicable Nasdaq listing standards and the applicable rules under the Exchange Act. Ms. Kelley will serve as the Chair of the Audit Committee after the Annual Meeting, and the Board has determined that Ms. Kelley is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K of the Exchange Act.


2026 Proxy Statement		10

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Corporate Governance

Compensation Committee —

The Compensation 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—Compensation Committee Charter

.” The primary purpose of the Compensation Committee is to assist the Board in exercising its responsibilities relating to compensation of the Company’s executive officers,

non-employee

directors and employees and to administer the Company’s equity compensation and other benefit plans including the 2023 Stock Plan (as defined below).

In carrying out these responsibilities, the

Compensation

Committee reviews all components of executive officer and, as appropriate, employee compensation for consistency with the Company’s compensation philosophy. The functions of the Compensation Committee include, among other things: (i) designing and implementing competitive compensation policies to attract and retain key personnel; (ii) reviewing and formulating policies to determine the compensation of the Company’s executive officers and employees; (iii) reviewing and recommending to the Board the compensation of the

non-employee

directors; (iv) administering the Company’s equity incentive plan and granting equity awards to employees and

non-employee

directors under this plan; (v) overseeing and monitoring the Company’s other compensation policies, including monitoring compliance with the Company’s stock ownership guidelines, rules regarding equity-based compensation, rules regarding hedging and pledging of stock, and the compensation recoupment policies; (vi) reviewing and considering the results of any advisory vote on executive compensation and the results of any advisory vote on the frequency of

say-on-pay

votes; (vii) reviewing the Company’s compensation policies and practices to assess whether they lead to excessive risk-taking behavior and how such risks are monitored and mitigated and adjustments necessary to address changes in the Company’s risk profile; (viii) engaging compensation consultants or other advisors it deems appropriate to assist with its duties; and (ix) reviewing and evaluating the Compensation Committee charter.

The Compensation Committee (i) reviews and recommends to the

Board

for approval the compensation of the CEO, including salary, bonus, incentive and equity compensation as well as the corporate goals and objectives with respect to compensation for the CEO, and (ii) evaluates the CEO’s performance in light of the established goals and objectives. Decisions regarding the compensation of the other Named Executive Officer are made by the Compensation Committee in consultation with, and upon the recommendation of, the CEO. In this regard, the CEO provides the Compensation Committee with evaluations of business goals and objectives and executive performance and recommendations regarding salary levels, equity grants and other incentive awards. The Compensation Committee’s charter authorizes the Compensation Committee, in its sole discretion, to retain and terminate consultants to assist it in the performance of its duties, including the evaluation of compensation for the Named Executive Officers. The Compensation Committee has sole authority to approve the fees and other retention terms of any such consultant.

The current members of the Compensation

Committee

are Mses. Bush and Sze, and Mr. Wyatt, each of whom the Board has determined are “independent” as defined in the applicable Nasdaq listing standards,

non-employee

directors under SEC

Rule 16b-3

and outside directors under Section 162(m) of the Internal Revenue Code of 1986, as amended. Mr. Wyatt serves as the Chair of the Compensation Committee. The Compensation Committee met 9 times in 2025.

Nominating and Governance Committee

— The Nominating and

Governance

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—Nominating and Governance Committee Charter

.” The primary purpose of the Nominating and Governance Committee is to assist the Board in promoting the best interest of the Company and its stockholders through the implementation of sound corporate governance principles and practices. The functions of the Nominating and Governance Committee include, among other things: (i) identifying, reviewing and evaluating candidates to serve on the Board; (ii) determining the minimum qualifications for service on the Board; (iii) developing and recommending to the Board an annual self-evaluation process for the Board and overseeing the annual self-evaluation process; (iv) overseeing the Company’s ESG practices; (v) developing, as appropriate, a set of corporate governance principles, and reviewing and recommending to the Board any changes to such principles; (vi) reviewing succession plans for the CEO and other key executive officers and making recommendations to the Board with respect to the processes for identifying and selecting appropriate individuals to succeed to these positions; and (vii)

reviewing

and evaluating the Nominating and Governance Committee’s charter.

The Nominating and Governance Committee considers stockholder nominees for directors in the same manner as nominees for director from other sources, which may include, in some cases, a third-party firm. Please see “

Submission of Stockholder Proposals and Director Nominations

” and “

Certain Relationships and Related Party Transactions

” below for additional detail.

The current members of the Nominating and Governance Committee are Mses. Sze and Scherping, and Dr. Wolfe. Ms. Sze serves as the Chair of the Nominating and Governance Committee. The Board has determined that Dr. Wolfe and Mses. Sze and Scherping are “independent” as defined in the applicable Nasdaq listing standards and the applicable rules under the Exchange Act. The Nominating and Governance Committee met 7 times in 2025.


		11

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Corporate Governance

After the Annual Meeting, the Nominating and Governance Committee will consist of Ms. Sze (continuing as Chair), Ms. Bush, and Mr. Haspel, each of which the Board has determined to be “independent” as defined in the applicable Nasdaq listing standards and the applicable rules under the Exchange Act.

Value Enhancement Committee

— The Value Enhancement

Committee

operated 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—Value Enhancement Committee Charter

.” The primary purpose of the Value Enhancement Committee was to assist the Board in promoting the best interests of the Company and its stockholders through its ongoing assessment of value creation opportunities and exploring all strategic transactions available to the Company to enhance or otherwise maximize value for stockholders, including, but not limited to, the evaluation of a sale of the Company. The functions of the Value Enhancement Committee included, among other things: (i) reviewing, evaluating, assessing and making recommendations to the Board and management regarding revenue growth, margin expansion and profitability enhancement opportunities, capital allocation frameworks, and engagements with advisors and bankers; (ii) providing guidance and direction to management and advisors regarding potential transactions; (iii) having access to appropriate management and advisors to carry out its responsibilities; and (iv) performing such other functions relating to the foregoing, provided that any engagement of new financial advisors, investment bankers or brokers was subject to the approval of the full Board.

The Value Enhancement Committee was dissolved by the Board on April 17, 2026. The most recent members of the Value Enhancement Committee were Mr. Wyatt and Ms. Scherping. The Board has determined that each of Mr. Wyatt and Ms. Scherping are “independent” as defined in the applicable Nasdaq listing standards and the applicable rules under the Exchange Act. The Value Enhancement Committee met 21 times in 2025.


2026 Proxy Statement		12

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.


		13

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


2026 Proxy Statement		14

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.



Name	Age	Title
William Wyatt	42	Independent Director
Libby B. Bush	43	Independent Director
Lee Haspel	41	Independent Director
Cris Keirn	55	Director
Daniela Kelley	44	Independent Director
Julia W. Sze

SEC Form DEF 14A filed by Turtle Beach Corporation