Turtle Beach Corp

Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are designed to ensure that (1) information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (2) that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

At the conclusion of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision of our Chief Executive Officer (our principal executive officer, or PEO) and our Chief Financial Officer (our principal financial officer, or PFO), of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our PEO and PFO concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, were not effective as of December 31, 2025 due to the material weakness in our internal control over financial reporting described below.

Limitations on Effectiveness of Controls and Procedures

All internal control systems, no matter how well designed, have inherent limitations. Because of these inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act). Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management previously identified the following material weaknesses in the Company’s internal control over financial reporting that affect the revenue process and such material weaknesses were remediated as of December 31, 2025. As discussed below, management also identified a material weakness that existed as of December 31, 2025 within its Information Technology (“IT”) general controls (“ITGCs”).

Remediation of Previously Reported Material Weaknesses

We previously identified and disclosed in our 2024 Annual Report on Form 10-K as well as in our Quarterly Report on Form 10-Q for each interim period in fiscal year 2025, the following material weaknesses in our internal control over financial reporting:

Internal control related to our customer purchase order initiation process:

We identified a material weakness in internal control related to our customer purchase order initiation process, specifically controls over the quantity and type of product included on certain customer orders.

Monitoring controls over our third-party logistics providers used in the order fulfillment process:

We also identified a material weakness in internal control related to ineffective monitoring controls over our third-party logistics providers used in the order fulfillment process. This includes design deficiencies related to management’s review of documentation to support product delivery to customers and the monitoring of freight vendors selected by a third-party fulfillment center on behalf of the Company.

In 2025, we identified and implemented several steps to remediate these material weaknesses in order to comply with the rules and regulations of the SEC regarding compliance with Section 404(a) of the Sarbanes-Oxley Act.

We prepared remediation plans for each of the material weaknesses and trained process owners, developed new controls, enhanced existing controls, evaluated process adoption, and monitored such results. These remediation measures included the following:

Remediation measure related to our customer purchase order initiation process:

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Implemented an enhanced Order-to-Receipt Monitoring Control to validate completeness and accuracy of customer orders received through a third-party service provider. The enhanced control includes a quarterly review of a sample of orders and reconciliation of associated key order attributes (product type and quantity) to customer documentation.

Remediation measure related to our monitoring controls over our third-party logistics providers used in the order fulfillment process:

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Designed and implemented monitoring controls to validate the legitimacy and active status of freight carriers used by our third-party logistics providers to ship our products to customers, and review of documentation to support product delivery to customers. The controls include the following:

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Cross-checks of the freight carriers used by our third-party logistics providers against the FMCSA SAFER database, Dun & Bradstreet, and the Better Business Bureau. Exceptions to the freight carriers utilized, if any, are investigated with our third-party logistics provider with unsatisfactory responses leading to removal of the carrier from the approved carrier list.

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A quarterly review of documentation verifying receipt by our customers (product type and quantity) for a sample of orders.

Our management completed its documentation, testing and evaluation of the enhanced control activities and determined that, as of December 31, 2025, these control activities have been appropriately designed and implemented, and have operated effectively for a sufficient period of time to conclude that these previously identified material weaknesses have been remediated.

Identification of New Material Weakness

As part of the year-end review of the change monitoring controls, we identified a material weakness in internal control within the operation of ITGCs related to the semi-annual change monitoring control whereby the Company did not review all changes during the second half of the year. Therefore, we concluded that this control did not operate effectively as of December 31, 2025, and the impact of this operating deficiency could have resulted in inappropriate changes to the IT application that could have had a material impact on the general ledger. As a result, certain business process IT dependent manual and application controls that rely on the affected ITGCs, or information coming from the IT system with the affected ITGCs are also deemed ineffective.

Remediation Efforts to Address the Material Weakness

The Company has taken remedial actions to enhance this control by evaluating its frequency of the control and on a going forward basis the control will be performed quarterly as opposed to semi-annually. We have also provided appropriate training to the relevant team members. We believe these actions will enable us to remediate this material weakness in a timely manner during fiscal 2026.

The material weakness in our internal controls did not result in any material misstatements in these financial statements.

Because of the material weakness in the internal controls described above, our management has concluded that as of December 31, 2025, our system of internal control over financial reporting was not effective based on the framework and criteria established in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Attestation Report of the Independent Registered Public Accounting Firm

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, the Company’s independent registered public accounting firm, as stated in their report which appears following Item 9C of this Annual Report on Form 10-K under the heading “Report of Independent Registered Public Accounting Firm.”

Changes in Internal Control over Financial Reporting

Other than the changes in the material weaknesses identified above, there have been no changes in our internal control over financial reporting during the period covered that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies, which may be identified during this process.