Turtle Beach Corp 8-K

What Happened

• On December 29, 2025, Turtle Beach Corporation (TBCH) filed an 8‑K announcing a First Amendment to its Credit Agreement (originally dated August 1, 2025) with Bank of America, N.A. as administrative agent.
• The amendment revises clause (b)(iii) of the definition of “Consolidated Fixed Charge Coverage Ratio” to permit excluding from the denominator up to $10,000,000 of restricted payments for the trailing twelve months ending March 31, 2026, and up to $10,000,000 for the trailing twelve months ending June 30, 2026. Other material terms of the Credit Agreement remain unchanged.

Key Details

• Amendment effective date: December 29, 2025.
• Credit agreement originally dated: August 1, 2025.
• Permitted exclusions: $10,000,000 for the TTM ending March 31, 2026, and $10,000,000 for the TTM ending June 30, 2026 (total potential exclusion up to $20,000,000 across those periods).
• Administrative agent/swingline/L/C issuer: Bank of America, N.A.
• The First Amendment is filed as Exhibit 10.1 to the 8‑K.

Why It Matters

• The change alters how a key covenant—the Consolidated Fixed Charge Coverage Ratio—is calculated, by allowing certain restricted payments to be excluded from the denominator for specified measurement periods.
• Practically, this gives Turtle Beach more flexibility to make restricted payments (such as dividends, repurchases, or other distributions defined under the credit agreement) during those periods without automatically worsening the covenant calculation, which can reduce the near‑term risk of a covenant breach.
• Investors should note the amendment’s limited scope (specific exclusions and measurement windows) and that no other material terms of the Credit Agreement were changed.