What the changes say
- Turtle Beach faces new risks from trade tariffs, supply chain disruptions, and a shareholder Rights Agreement adopted in June 2025.
- The company refinanced its credit facility with Bank of America in August 2025, replacing previous lenders like Blue Torch.
What changed since the prior 10-K
New
- NewRisks Related to Our Operations
Changes in U.S. or foreign trade policies, including the imposition of tariffs on imported goods and other trade restrictions, as well as uncertainty over such actions, may adversely impact our business and financial performance
Tariffs and trade restrictions imposed by the U.S. and foreign governments like China create near-term industry challenges, though some tariffs were invalidated in February 2026.
- NewRisks Related to Our Operations
order lead times and constrained supply. Any disruption in supply of these components could materially impact the ability of our third-party manufacturing partners to produce our products
Supply chain issues and third-party manufacturing constraints can cause raw material shortages, delivery delays, order cancellations, and higher costs.
- NewRisks Related to Our Operations
The Company has entered into a Rights Agreement, and if the holders exercise their share purchase rights under such agreement, it could materially adversely affect the price of our common stock and cause dilution to our existing stockholders
A stockholder Rights Agreement adopted on June 8, 2025, could dilute existing shares and adversely affect the company's common stock price if exercised.
- NewRisks Related to Liquidity
adversely affected. Changes in production levels or processes could result in increased manufacturing errors, as well as higher component, manufacturing and shipping costs, all of which could reduce our profit margins, result in prices increases and harm our relationships with retailers and consumers
Manufacturing changes and defects can lead to warranty claims, product recalls, compliance costs, and strained retailer relationships.
- NewRisks Related to Liquidity
We have set ESG goals and are enhancing related disclosure of goals, progress, and other matters relating to ESG
Setting and disclosing ESG goals exposes the company to compliance costs, talent recruitment hurdles, and uncertain customer demand for sustainable products.
- NewRisks Related to Liquidity
perceived failure to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards within the timelines we announce, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation
Failing to meet ESG targets or evolving regulatory reporting standards can harm reputation, trigger enforcement actions, and invite private litigation.
Dropped
- DroppedRisks Related to Our Operations
and duration of the impact of these challenges are subject to numerous factors, including behavioral changes, wage and price costs, adoption of new or revised regulations, geopolitical turmoil and broader macroeconomic conditions
- DroppedRisks Related to Liquidity
Our goals and disclosures related to environmental, social and governance (“ESG”) matters have and will likely continue to result in additional costs and risks to us, which may adversely affect our reputation, employee retention, and willingness of our customers and partners to do business with us
- DroppedRisks Related to Liquidity
the impact of our organic growth and acquisitions or dispositions of businesses or operations on our ESG goals, and (f) customers’ actual demand for ESG-oriented product offerings, which may be more expensive and less available than other options
Reworded
- 84% rewrittenRisks Related to Our Operations
The manufacture, supply and shipment of our products are subject to supply chain and logistics risks that could adversely impact our financial results
Added specific language regarding the duration of supply chain challenges, wage costs, geopolitical turmoil, and recent component shortages and cost increases.
- 81% rewrittenRisks Related to Liquidity
Our variable rate indebtedness will subject us to interest rate risk, which could cause our annual debt service obligations to increase significantly
Updated debt terms to reflect a new Credit Agreement entered into with Bank of America on August 1, 2025, replacing the prior March 2024 terms.
- 59% rewrittenRisks Related to Our Operations
We depend upon the success and availability of third-party gaming platforms and the release and availability of successful game titles to drive sales of our gaming accessories
Added Nintendo Switch consoles alongside Microsoft Xbox and Sony PlayStation as key third-party platforms driving accessory sales.
- 54% rewrittenRisks Related to Liquidity
The Loan Documents provide our lender with a lien against substantially all of our working capital assets, including trade accounts receivable, inventories, and intellectual property and contain certain restrictions on our ability to take certain actions
Removed Blue Torch from asset lien disclosures, leaving Bank of America as the sole lender holding liens on working capital and intellectual property.
Was: The Loan Documents provide our lenders with liens against substantially all of our working capital assets, including trade accounts receivable, inventories, and intellectual property and contain certain restrictions on our ability to take certain actions
- 51% rewrittenRisks Related to Liquidity
Our products may be subject to warranty claims, product liability and product recalls
Minor phrasing adjustments regarding product liability, warranty claims, and negative publicity impacts on brand image and distributor demand.
- 40% rewrittenRisks Related to Our Operations
Our business has been, and continues to be, adversely impacted by inflationary pressures and potential recession concerns
Removed specific references to Russia-Ukraine and Israel-Palestine conflicts, and added interest rate risks as a driver of borrowing costs.
Was: Our business has and continues to be adversely impacted by inflationary pressures and potential recession concerns
- 30% rewrittenRisks Related to Liquidity
We have been party to stockholder litigation, and in the future could be party to additional stockholder litigation, which could harm our business, financial condition and operating results
Removed a specific reference to stockholder litigation connected to a past merger.
- 28% rewrittenRisks Related to Liquidity
We depend upon the availability of capital under our revolving credit facility and term loan to finance our operations. Any additional financing that we may need may not be available on favorable terms, or at all
Updated credit facility descriptions to reflect Bank of America acting as sole provider for both the revolving credit and term loan facilities.
- 24% rewrittenRisks Related to Liquidity
If we are unable to protect our information systems against service interruption, misappropriation of data, cyber-attacks or other or breaches of security, our operations could be disrupted, our reputation may be damaged, and we may be financially liable for damages
All 39 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Operations
- 01Our business has been, and continues to be, adversely impacted by inflationary pressures and potential recession concerns40% rewritten
- 02Changes in U.S. or foreign trade policies, including the imposition of tariffs on imported goods and other trade restrictions, as well as uncertainty over such actions, may adversely impact our business and financial performanceNew
- 03We depend upon the success and availability of third-party gaming platforms and the release and availability of successful game titles to drive sales of our gaming accessories59% rewritten
- 04Our brands face significant competition from other consumer electronics companies and this competition could have a material adverse effect on our financial condition and results of operations
- 05The manufacture, supply and shipment of our products are subject to supply chain and logistics risks that could adversely impact our financial results84% rewritten
- 06order lead times and constrained supply. Any disruption in supply of these components could materially impact the ability of our third-party manufacturing partners to produce our productsNew
- 07The industries in which we operate are subject to competition in an environment of rapid technological change, and if we do not adapt to, and appropriately allocate our resources among, emerging technologies, our revenues could be negatively affected
- 08A significant portion of our revenue is derived from a few large customers, and the loss of any such customer, or a significant reduction in purchases by such customer, could have a material adverse effect on our business, financial condition and results of operations
- 09If our marketing efforts do not effectively raise the recognition and reputation of our brands, we may not be able to successfully implement our gaming accessory growth strategy
- 10Turtle Beach relies on its partnerships with influencers and esports teams to expand our market and promote our products, and our marketing and promotion partners may not perform to our expectations
- 11Our net sales and operating income fluctuate on a seasonal basis and decreases in sales or margins during peak seasons could have a disproportionate effect on our overall financial condition and results of operations
- 12Our results of operations and financial condition may be adversely affected by global business, political, operational, financial and economic conditions
- 13natural disasters or adverse or extreme weather conditions
- 14If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be adversely impacted
- 15Our business could be negatively affected as a result of actions of activist stockholders
- 16The Company has entered into a Rights Agreement, and if the holders exercise their share purchase rights under such agreement, it could materially adversely affect the price of our common stock and cause dilution to our existing stockholdersNew
Risks Related to our Intellectual Property and Other Legal Matters
- 17Our competitive position will be adversely damaged if our products are found to infringe on the intellectual property rights of others
- 18If we take any of the foregoing actions, we could face substantial costs and shipment delays and our business could be seriously harmed. Although we carry general liability insurance, our insurance may not cover claims of this type or may be inadequate to insure us for all liability that may be imposed
- 19If we are unable to obtain and maintain intellectual property rights and/or enforce those rights against third parties who are violating those rights, our business could suffer
- 20platforms are improved by a licensed component to ensure compatibility with our products
- 21We are dependent on license agreements with third-parties for the sale of some of our products
Risks Related to Liquidity
- 22We depend upon the availability of capital under our revolving credit facility and term loan to finance our operations. Any additional financing that we may need may not be available on favorable terms, or at all28% rewritten
- 23The Loan Documents provide our lender with a lien against substantially all of our working capital assets, including trade accounts receivable, inventories, and intellectual property and contain certain restrictions on our ability to take certain actions54% rewritten
- 24The market price of our common stock may continue to fluctuate significantly
- 25general economic conditions and other external factors
- 26If we are unable to protect our information systems against service interruption, misappropriation of data, cyber-attacks or other or breaches of security, our operations could be disrupted, our reputation may be damaged, and we may be financially liable for damages24% rewritten
- 27We are subject to laws and regulations relating to data privacy, data protection, and other related matters, which are subject to change, and our failure to comply could negatively affect our business and reputation
- 28We have been party to stockholder litigation, and in the future could be party to additional stockholder litigation, which could harm our business, financial condition and operating results30% rewritten
- 29Loss of our key management and other personnel could impact our business
- 30Our business could be adversely affected by significant movements in foreign currency exchange rates
- 31Any acquisitions we pursue could disrupt our business and harm our financial condition and results of operations
- 32take charges in connection with such acquisitions
- 33Our products may be subject to warranty claims, product liability and product recalls51% rewritten
- 34adversely affected. Changes in production levels or processes could result in increased manufacturing errors, as well as higher component, manufacturing and shipping costs, all of which could reduce our profit margins, result in prices increases and harm our relationships with retailers and consumersNew
- 35Changes in laws or regulations or the manner of their interpretation or enforcement could adversely impact our financial performance and restrict our ability to operate our business or execute our strategies
- 36We are subject to various environmental laws and regulations that could impose substantial costs on us and may adversely affect our business, operating results and financial condition
- 37We have set ESG goals and are enhancing related disclosure of goals, progress, and other matters relating to ESGNew
- 38perceived failure to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards within the timelines we announce, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigationNew
- 39Our variable rate indebtedness will subject us to interest rate risk, which could cause our annual debt service obligations to increase significantly81% rewritten
Other Turtle Beach 10-Ks
- FY2024 10-K risk factors36 risks
Turtle Beach relies heavily on a top five retail customer concentration representing 69% of gross sales in 2024. The company depends on third-party console platforms like Microsoft Xbox and Sony PlayStation. Financing relies on debt facilities from Bank of America and Blue Torch carrying liens on assets.
Filed Mar 17, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.