CRSR 10-K & 10-Q changes, risk factors and insider trading

We regard our brands as a valuable asset, and reinforcing our position as a leading supplier of cutting-edge, high-performance products for gaming and streaming is essential to maintaining and strengthening our brands. This requires that we constantly innovate by introducing new and enhanced products that achieve significant levels of acceptance among gamers. We also need to continue to invest in, and devote substantial resources to, advertising, marketing, customer support and other efforts to create and maintain brand recognition and loyalty among our retailer customers, distributors and gamers. However, product development, marketing and other brand promotion activities may not yield increased net revenue and, even if they do, any increased net revenue may not offset the expenses incurred in building our brands. In addition, we have relationships with celebrities, influencers and other individuals, any negative perception of these individuals on matters unrelated to our business may have a negative impact on our business. Further, certain marketing efforts such as sponsorship of esports athletes, content creators or events could become prohibitively expensive, and as a result these marketing initiatives may no longer be feasible.

We believe that the success of our products depends to a significant degree on our ability to identify new features or category opportunities, anticipate technological developments and market trends and distinguish our products from those of our competitors. In order to further grow our business, we also will need to quickly develop, manufacture and ship innovative and reliable new products and enhancements to our existing products in a cost-effective and timely manner to take advantage of developments in enabling technologies and the introduction of new computer hardware, such as new generations of GPUs and CPUs, and computer games, all of which drive demand for our products. In recent years, we have entered into several new markets, for example we have expanded our product ecosystem to include high-performance AI workstations designed for specialized AI workflows, the cameras market for content creators and the sim racing market for gamers, and in the future, we intend to introduce other products designed to appeal to these markets. To the extent we do so, we will likely encounter competition from large, well-known consumer electronics and peripherals companies. Some of these companies have significantly greater financial, manufacturing, marketing and other resources than we do and may be able to devote greater resources to the design, development, manufacture, distribution, promotion, sale and support of their products. We cannot predict whetherIf we willare beunable successfulto inanticipate developingfuture technological shifts, market needs, , or marketingfail to develop and introduce and distinguish new products or product enhancements, our business, financial condition, and categoriesresults of products‎operations and, if we fail to do so, our business maywould be seriouslynegatively harmed. If we do not continue to distinguish our products through distinctive, technologically advanced features and designs, our business may be seriously harmed.impacted.‎

We depend upon the introduction and success of new third-party high-performance computer hardware, particularly GPUs and CPUs, and sophisticated new video games to drive sales of our products. If newly introduced GPUs, CPUs and sophisticated new video games are not successful, if the rate at which those products are introduced declines, or if such products are not readily available, itour business may be seriously harm our business.harmed.

We believe that theThe introduction of more powerful GPUs, CPUs and similar computer hardware that place increased demands on other system components, such as memory, PSUs or cooling solutions, has a significant effect on the demand for our products. The manufacturers of those products areinclude large, public, independent companies that we do not influence or control. As a result, our business results canhave and may in the future be materially affected by the timing and frequency with which new high-performance hardware products are introduced by these independent third parties, whether these products achieve widespread acceptance among gamers, whether such products are readily available at affordable prices and whether additional memory, enhanced PSUs or cooling solutions, new computer cases or other peripheral devices are necessary to support those products. Although we believe that, historically, new generations of high-performance GPUs and CPUs have positively affected the demand for our products, there can be no assurance that this will be the case in the future. For example, the introduction of a new generation of highly efficient GPUs and CPUs that require less power or that generate less heat than prior generations may reduce the demand for both our PSUs and cooling solutions. In addition, future GPU launches may increasingly cater towards artificial intelligence (“AI”) and data center sectors, which are designed for parallel processing of workloads and often strip out graphic-specific features essential to gaming. In the past, semiconductor and computer hardware companies have typically introduced new products annually, generally in the second calendar quarter, which has tended to drive our sales in the following two quarters. If computer hardware companies do not continue to regularly introduce new and enhanced GPUs, CPUs and other products that place increasing demands on system memory and processing speed, require larger PSUs or cooling solutions or that otherwise drive demand for computer cases and other peripherals, or if gamers do not accept those products, our business may be seriously harmed. In 2024 we were mid-cycle for new GPU platforms, and as a result, we did not experience a similar increase in demand driven by new GPU platforms. The slowdown in the self-built PC market activity in 2024 led to a decrease in demand for our products in the Gaming Components and Systems segment. We expect demand to pick up with the next substantial GPU launch in 2025.

We also believe that salesSales of our products arehave also been historically driven by conditions in the computer gaming industry. In particular, we believe that our business depends on the introduction and success of computer games with sophisticated graphics that place greater demands on system processing speed and capacity and therefore require more powerful GPUs or CPUs, which in turn drives demand for our DRAM modules, PSUs, cooling solutions and other components and peripherals. Likewise, we believe that the continued introduction and market acceptance of new or enhanced versions of computer games helps sustain consumer interest in computer gaming generally. The demand for our products would likely decline, perhaps substantially, if computer game companies and developers do not introduce and successfully market sophisticated new and improved games that require increasingly high levels of system and graphics processing power on an ongoing basis or if demand for computer games among computer gaming enthusiasts or conditions in the computer gaming industry deteriorate for any reason. As a result, our sales and other operating results fluctuate due to conditions in the market for computer games, and downturns in this market may seriously harm our business.

We face intense competition in the markets for all of our products. We operate in markets that are characterized by rapid technological change, constant price pressure, rapid product obsolescence, evolving industry standards and new demands for features and performance. We experience aggressive price competition and other promotional activities by competitors in response to declines in consumer demand and excess product supply, or as competitors seek to gain market share. We provide a variety of financial incentive programs to our customers, including special pricing arrangements, promotions, rebates and volume-based incentives, among others. The reserves for such incentive programs are based on our judgment and estimates, using actual sales data, historical experience, forecasted incentives, anticipated volume of future purchases,sales, and inventory levels in the channel. There could be significant differences between the actual costs of such programs and our estimates.

Because of the continuing convergence of the markets for computing devices and consumer electronics, we expect greater competition in the future from well-established consumer electronics companies. Many of our current and potential competitors, some of which are large, multi-national businesses, have substantially greater financial, technical, sales, marketing, personnel and other resources and greater brand recognition than we have. Our competitors may be in a stronger position to respond quickly to new technologies and may be able to design, develop, market and sell their products more effectively than we can. In addition, some of our competitors are small or mid-sized specialty companies that can react to changes in industry trends or consumer preferences or introduce new or innovative products more quickly than we can. In addition, new companies may enter our existing or future markets with similar or alternative offerings, which may be less costly or provide additional features. As a result, our product development efforts may not be successful or result in market acceptance of our products. Our primary competitors include:

Competitors in the gamer and creator peripherals market. Our primary competitors in the market for gaming keyboards and mice include Logitech and Razer. Our primary competitors in the market for headset and related audio products include Logitech, Razer, Steel Series and HP through its HyperX brand. Our primary competitors in the gamer and creator streaming products market include Logitech through its Blue Microphones brand, and AverMedia. Our primary competitors in the performance controller market include Microsoft and Logitech. Our primary competitors in the sim racing market include Moza and Simucube. Our primary competitors in the market for headset and related audio products include Logitech, Razer, Steel Series and HP through its HyperX brand.

Our growth prospects are, to a certain extent, connected with the ongoing growth of the gaming industry,and content creation industries, including live game streaming and esports, and any restriction of or decline or reduction in the growth or popularity of the gaming industryor content creation industries may seriously harm our business.

Over the past three decades, gaming hasand content creation have grown from a relatively niche industryindustries to a significant segmentsegments of the global entertainment industry with a wide following across various demographic groups globally. This growth includes, and has been in part driven by, the rapid expansion of live game streaming by content creators and the growing popularity of professional competitive gaming, also referred to as esports. However, the continued growth of the gaming industryand content creation industries will depend on numerous factors, many of which are beyond our control, including but not limited to:

general economic conditions, particularly economic conditions adversely affecting consumer sentiment and discretionary consumer spending;

the introduction of legislation or other regulatory restrictions on social media, gaming and the broadcast of live streaming or esports, including restrictions addressing violence in video games and addiction to video games, also referred to as Gaming Disorder by the World Health Organization;

reduced accessibility of streaming and other gaming video content, whether due to government regulation or restrictions, platform fragmentation, the erection of paywalls, or otherwise;

the popularity of esports games that do not utilize many of our products, for example games that run on mobile devices or tablets that replace more traditional esports on PCs; and our research and development and the products we sell failing to satisfy the increasing high-performance requirements of competitive gamers or streamers.

We and our manufacturers rely on an extended third-party supply chain and the availability of raw materials to produce a significant amount of our products. From time to time, we have experienced product shortages due to both disruptions in supply from the third parties that manufacture or supply our products and our inability or the inability of these third-party manufacturers to obtain necessary components, and we may experience similar shortages in the future. AFor reductionexample, orthere interruptionis incurrently supply,a includingworldwide interruptionsshortage dueof tosemiconductor, globalmemory pandemicsand orother geopoliticalelectronic unrestcomponents beyonddriven by the proliferation of AI infrastructure. Our products are dependent upon some of these components and a continued shortage may negatively impact our control,business anby inabilityincreasing tolead procure quality raw materials in a cost-effective mannertimes and constrain volatile materials costs, a failure to monitor contract compliance to ensure and sustain sourcing savings, a failure to procure adequate inventory or raw materialsprices from our supplierssuppliers, orwhich regulatorycould changesadversely affect our results of operations. Increased memory component prices, which have been driven by global semiconductor shortages, may leadalso toimpact delaysdemand in manufacturingthe andself-built increasesPC inmarket costs.by Moreover,increasing procurementcosts of many components used in our products is generally the responsibility of the third parties that manufacture our products, and we therefore have limited or no ability to control or influence the procurement process or to monitor the quality of components. Our manufacturers or suppliers may provide us with products or components that do not perform reliably or do not meet our quality standards or performance specifications, are susceptible to early failure or contain other defects. This may seriously harm our reputation, increase our warranty and other costs or lead to product returns or recalls, any ofbuilds, which may seriouslyin harmturn negatively impact our business.business and results of operations.

Many components, including those that are available from multiple sources, are at times subject to industry-wide shortages that could materially adversely affect our financial condition and operating results. While we have entered into agreements for the supply of many components, there can be no assurance that we will be able to extend or renew these agreements on similar terms, or at all. Component suppliers may suffer from poor financial conditions, which can lead to business failure for the supplier or consolidation within a particular industry, further limiting our ability to obtain sufficient quantities of components on commercially reasonable terms. Health crises, including pandemics, have led, and could lead,led to quarantines or labor shortages, which may impact the output of key suppliers because of longer production and shipping times, higher product costs, and increased shipping and logistics costs, each of which have historically negatively impacted our gross margins, as well as the need to purchase long-lead time items ahead of demand due to supply constraints.

Any disruption in or termination of our relationships with any of our manufacturers or suppliers or our inability to develop relationships with new manufacturers or suppliers as and when required would cause delays, disruptions or reductions in product shipment and may require product redesigns, all of which could damage relationships with our customers, seriously harm our brand, increase our costs and otherwise seriously harm our business. Likewise, shortages or interruptions in the supply of products or components, including disruptions of shipping lanes or divergence from shipping lanes due to geopolitical events, including recent disruptions in the Red Sea, and the surrounding areas, and the war between Russia and Ukraine, or any inability to procure these products or components from alternate sources at acceptable prices in a timely manner, could delay shipments to our customers and increase our costs, any of which may seriously harm our business. If our customers experience delays or unavailability of our products due to our inability to obtain certain components, this may negatively impact our customers’ ordering patterns. Accordingly, if our supply of components for a new or existing product were delayed or constrained, or if an outsourcing partner delayed shipments of completed products to us, our financial condition and operating results could be materially adversely affected.

We have experienced and expect to continue to experience seasonal fluctuations in sales due to the spending patterns of gamers who purchase our products. Our total unit shipments have generally been lowest in the first and second calendar quarters due to lower sales following the fourth quarter holiday season and associated high-profile game launches and because of the decline in sales that typically occurs in anticipation of the introduction of new or enhanced GPUs, CPUs and other computer hardware products, which usually takes place in the second calendar quarter, and which tends to drive sales in the following two quarters. As a consequence of seasonality, our total unit shipments for the second calendar quarter are generally the lowest of the year, followed by total unit shipments for the first calendar quarter. Our total unit shipments are thus subject to seasonal fluctuations, which may seriously harm our business. Historical seasonal patterns have been impacted in the past, and may be further impacted in the future, by macroeconomic factors,factors including trade regulations and tariffs, increasing supply constraints, GPUsemiconductor shortages, delay in the anticipated launch of new or enhanced GPUs and CPUs, and shifts in customer behavior. If historical seasonal fluctuations in sales shift due to evolving spending patterns of gamers, our historical financial results may not be indicative of future performance.

change in demand for our products due to certain of our products having higher price-points than products supplied by our competitors;

fluctuations in the available supply of high-performance computer hardware resulting in the increased costs to gamers, which could ultimately lead to decreased demand for our gaming products, due to factors such as component supply shortages or consumers purchasing GPUs for non-gaming purposes such as cryptocurrency miningmining, the development of AI or in support of data center infrastructure;

potential changes in trade relations or the implementation of tariffs or economic and trade sanctions and export sanctions,restrictions, in particular any tariffs, sanctions or export restrictions affecting trade between the United States and China;

macro-economic fluctuations in the United States and global economies, including those that impact discretionary consumer spending, trade regulations and tariff policies, changes in interest rates or inflation; and changes in business cycles that affect the markets in which we sell our products.

Technological factors. In addition to technological developments directly relating to our products, more generalized changes in technologytechnology, including the adoption and proliferation of AI, may have a significant effect on our operating results. For example, our business could be seriously harmed by rapid, wholesale changes in technology in or affecting the markets in which we compete or widespread adoption of cloud computing.

Other significant negative effects could include limited growth or reductions in worldwide sales of certain products that incorporate DRAM modules, such as PCs, smartphones and servers, resulting in excess supply in the worldwide DRAM market and reduced demand for our products from our customers as they limit or lower their spending and inventory levels. Adverse economic conditions may also reduce our cash flow due to delays in customer payments, increase the risk of customer bankruptcy or business failures and result in increases in bad debt write-offs and receivables reserves.

constraints on consumer spending caused by higher inflation, including but not limited to the imposition of tariffs, increased interest rates and exchange rate fluctuations, leading to weaker consumer demand for our products;

Depressed economic conditions, whether in our key regional markets or globally, couldwould result in a decline in both product prices and the demand for our products, which may seriously harm our business.

DRAM integrated circuits account for most of the cost of producing our DRAM modules and fluctuations in the market price and availability of DRAM integrated circuits may have a material impact on our net revenue and gross profit.

DRAM integrated circuits (“ICs”) account for most of the cost of producing our DRAM modules. The market for these ICs is highly competitive and cyclical. Prices of DRAM ICs have historically been subject to volatility over relatively short periods of time due to a number of factors, including imbalances in supply and demand. These fluctuations have occurred in the past and we expect they will recur in the future, which could seriously harm our business. For example, changes in the selling prices of our DRAM modules canmay have a substantial impact on our net revenue as our performance memory products represents a significant portion of our overall net revenue. In addition, declines in the market price of ICs enable our competitors to lower prices and we will likely be forced to lower our product prices in order to compete effectivelyeffectively, which couldwould have an adverse effect on our net revenue. Further, because we carry inventory of DRAM ICs and DRAM modules, fluctuations in the market price of these ICs can have an effect on our gross margin. For example, declines in the prices of these ICs and their related products have tended to have a negative short-term impact on gross margin of our DRAM modules. In addition, selling prices of our DRAM modules, on the one hand, and market prices of DRAM ICs, on the other hand, may rise or fall at different rates, which may also affect our gross margin. Any of these circumstances couldwould materially adversely affect our net revenue and gross margins.

ThePolitical instability, global conflict and ongoing wars inor Ukrainemilitary and the Middle Eastactions could adversely affect our business, financial condition and results of operations.

In February 2022, Russian military forces invaded Ukraine, and in October 2023, Hamas, a U.S.-designated terrorist organization, launched a series of coordinated attacks from the Gaza Strip onto Israel. Although the length, impact and outcome of theseglobal warsconflicts including in Ukraine and the Middle East are highly unpredictable, these warsconflicts have contributed to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as an increase in cyberattacks and espionage.

We are continuing to monitor the situations in Ukraine and the Middle East and assessing the impacts on our business, including our suppliers and customers. Despite the recent ceasefire deal in the Middle East, weWe have no way to definitively predict the outcome of the warswar in Ukraine and the conflict in the Middle East or their impacts in Ukraine, Russia or Belarus, the Middle East, or the surrounding areas, as these wars,conflicts, and any resulting government reactions, are constantly evolving and are beyond our control. The extent and duration of the military action, economic and trade sanctions and any resulting market disruptions could be significant and could potentially have a substantial impact on the global economy and our business for an unknown period of time. Any of the abovementioned factors could affect our business, financial condition and results of operations. Any such disruptions may also magnify the impact of other risks described in this Annual Report on Form 10-K.

Our performance depends to a significant degree upon the contributions of our management team, particularly our co-founder, Chief Executive Officer and Director. If we lose the services of one or more of our key executives, we may not be able to successfully manage our business, meet competitive challenges or achieve our growth objectives. To the extent that our business grows, we will need to attract and retain additional qualified management personnel in a timely manner, and we may not be able to do so.

Our performance is largely dependent on the talents and efforts of highly skilled individuals, particularly our marketing personnel, sales force, electrical engineers, mechanical engineers and computer professionals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel and, if we are unable to hire and train a sufficient number of qualified employees for any reason, we may not be able to implement our current initiatives or grow, or our business may contract and we may lose market share. Moreover, certain of our competitors or other technology businesses may seek to hire our employees. There can be no assurance that our stock-based and other compensation will provide adequate incentives to attract, retain and motivate employees in the future, particularly if the market price of our common stock does not increase or declines. If we do not succeed in attracting, retaining and motivating highly qualified personnel, our business may be seriously harmed. In addition, our business may be adversely affected if legislative or administrative changes to immigration or visa laws and regulations impair our hiring processes. Further, we also face significant competition for employees, particularly in the San Francisco Bay Area where our headquarters are located, and as a result, skilled employees in this competitive geographic location can often command higher compensation and may be difficult to hire. In addition, Russia’s invasion of Ukraine, poorthe evolving and potentially difficult to anticipate state of relations between the United States and Russia, and economic and trade sanctions by the United States and the European Union against Russia could have an adverse impact on our research and development efforts as we outsource significant research and development activities to companies in Ukraine.

InA 2024material portion of our net revenues depends on sales to global distributors and 2023,retailers. In 2025 and 2024, sales to Amazon accounted for 30.9%27.4% and 30.7%30.9% of our net revenue, respectively. Sales to our ten largest customers accounted for 53.1%49.3% and 55.4%53.1% of our net revenue in 20242025 and 2023,2024, respectively. Our customers, including Amazon, typically do not enter into long-term agreements to purchase our products but instead enter into purchase orders with us from time to time. These purchase orders may generally be cancelled and orders can be reduced or postponed by the customer. In addition, our customers are under no obligation to continue purchasing from us and may purchase similar products from our competitors, and some of our customer agreements contain “most favored nation” clauses. Further, while we maintain accounts receivables insurance for many of our customers, we do not maintain such coverage for Amazon and others. As a result, if either Amazon or others were to default on their payment to us, and if we were to have substantial accounts receivables balances with such customers outstanding, we would not be covered by insurance, and our business may be seriously harmed. If the financial condition of a key customer weakens, if a key customer stops purchasing our products, or if uncertainty regarding demand for our products causes a key customer to reduce their orders and marketing of our products, our business could be seriously harmed. A decision by one or more of our key customers to change their business requirements or focus, reduce, delay or cancel its orders from us, either as a result of industry conditions or specific events relating to a particular customer or failure or inability to pay amounts owed to us in a timely manner, or at all, may seriously harm our business. In addition, because of our reliance on key customers, the loss of one or more key customers as a result of bankruptcy or liquidation or otherwise, and the resulting loss of sales, may seriously harm our business. Accordingly, unless and until we expand our customer base, our future success will depend upon the timing and volume of business from our largest customers.

We maintain limited manufacturing facilities that only assemble certain products such as our DRAM modules, custom built PCs, custom cooling and performance controllers, and as a result, we depend entirely upon third parties to manufacture and supply the products we sell and the components used in our products such as gaming peripherals and gaming components. Our products that are manufactured by outsourced parties are generally produced by a limited number of manufacturers and in some instances is purchased on a purchase order basis. For example, each model of our gaming keyboards, gaming mice, gaming headsets, computer cases, PSUs and cooling solutions is produced by a single manufacturer. WeDuring doperiods notwhen havewe long-termare supplyimplementing agreementsnew process technologies with mostour ofmanufacturers, our manufacturers may not be fully productive and suppliers.may Inexperience addition,higher wethan carryacceptable limiteddefect inventoryrates. Any increases in defects could impact our relationships with customers, cause harm to our reputation in the marketplace, cause customers to move future business to our competitors or cause us to make financial concessions to customers, each of ourwhich products,would have a material and theadverse losseffect on our business and results of one or more of these manufacturers or suppliers, or a significant decline in production or deliveries by any of them, could significantly limit our shipments of products or prevent us from shipping the products entirely. If one of our exclusive or single-source manufacturers were to stop production, or experience product quality or shortage issues, we may be unable to locate or engage a suitable replacement on terms we consider acceptable and, in any event, there would likely be significant delays and considerable costs involved in transitioning production to a new manufacturer.operations.

We operate a facility in Taiwan that assembles, tests, packages and ultimately supplies all of our DRAM modules and a significant portion of our cooling solutions, prebuilt and custom gaming systems and custom gaming controllers. We also assemble, test, package and ultimately supply our custom-built PCs and our customized gaming controllers in our U.S. facility. All of the other products we sell, including the components used to assemble our DRAM modules, are produced at factories operated by third parties located in China, Taiwan and countries in Southeast Asia. Further, a majority of the world’s semiconductors, in particular the advanced ones often used in gaming PCs are manufactured in Taiwan. The fact that all of these facilities, manufacturers, suppliers and factories are concentrated in China, Taiwan and countries in Southeast Asia exposes us to geopolitical risks in these areas. As a result, our business is and will continue to be subject to the risks generally associated with international business operations, including compliance with numerous changing, and sometimes conflicting legal regimes.

Production at facilities located in China, Taiwan or Southeast Asia, including our own facility in Taiwan, and deliveries from those facilities, may be adversely affected by tensions, hostilities or trade disputes involving China, Taiwan, the United States or other countries. There is also potential for considerable political instability in Taiwan related to its disputes with China, including China’s threats to potentially annex Taiwan. In addition, political instability in countries in Southeast Asia such as Thailand where we source certain components, could result in delays in shipments or our inability to source certain critical components for our products. Although we do not do business in North Korea, any future increase in tensions between South Korea and North Korea, such as an outbreak or escalation of military hostilities, or between Taiwan and China could materially adversely affect our operations in Asia or the global economy, which in turn may seriously harm our business.

In addition, the current U.S. presidential administration has implemented tariffs on imports from China.China, Taiwan, and other countries in Southeast Asia and has announced a formal investigation process to consider new national security-based tariffs on imports of semiconductors and semiconductor manufacturing equipment. If other restrictions are placed on Chinesesuch imports or any related counter-measures are taken by China, Taiwan, or other countries subject to new U.S. tariffs, our business may be seriously harmed if such tariffs or counter-measures affect the manufacturing costs of any of our products. Further, such tariffs could adversely impact our gross profits if we cannot pass the increased costs incurred as a result of these tariffs through to our consumers, or if the resulting increased prices result in a decrease in consumer demand.

Because our products must cross international borders, we are subject to risk of delay if our documentation does not comply with customs rules and regulations or for similar reasons.reasons or if geopolitical events close borders. In addition, any increases in customs duties or tariffs, as a result of changes to existing trade agreements between countries or otherwise, could increase our costs or the final cost of our products to our retailer customers or gamers or decrease our margins. The laws governing customs and tariffs in many countries are complex, subject to many interpretationsinterpretations, are subject to changes which may be difficult to anticipate and often include substantial penalties for non-compliance.

Our industry is characterized by rapidly evolving technology and standards. These technological developments require us to integrate new technology and standards into our products, create new and relevant categories of products and adapt to changing business models in a timely manner. Our competitors may develop or acquire alternative and competing technologies and standards that could allow them to create new and disruptive products or produce similar competitive products at lower costs of production. Advances in the development of gaming, computing and audiovisual technology could render our products less competitive or obsolete. For example, the emergence of augmented reality and virtual reality headsets could render certain of our gamer and creator peripherals such as keyboards and mice less relevant, similar to how cloud computing could drastically reduce the need for gaming components and systems. If we are unable to provide new products for augmented or virtual reality devices or to address other technological trends, our business may be seriously harmed. In addition, government authorities and industry organizations may adopt new standards that apply to our products. As a result, we may need to invest significant resources in research and development to maintain our market position, keep pace with technological changes and compete effectively. Our product development expenses were $67.5$69.2 million and $65.3$67.5 million for the years ended December 31, 20242025 and 2023,December 31, 2024, respectively, representing 5.1%4.7% and 4.5%5.1% of our net revenue for these periods, respectively. Our failure to improve our products, create new and relevant categories of products and adapt to changing business models in a timely manner may seriously harm our business.

WeOur growth and ability to meet customer demand depends in part on our ability to adequately plan and ensure appropriate supply chain capacity and inventory levels. Accordingly, we depend upon our product forecasts to make decisions regarding investments of our resources and production levels of our products. Because of the lead time necessary to manufacture our products and the fact that we usually have little or no advance notice of customer orders, we must order our products from third-party manufacturers, committing to substantial purchases prior to obtaining orders for those products from our customers. This makes it difficult for us to adjust our inventory levels if orders fall below our expectations. Our failure to predict low demand for our products could result in excess inventory, as well as lower cash flows and lower margins if we were unable to sell a product or if we were required to lower product prices in order to reduce inventories, and may also result in inventory write-downs. In addition, the cancellation or reduction of orders by our customers may also result in excess inventory. On the other hand, if actual orders exceed our expectations, we may need to incur additional costs, such as higher shipping costs for air freight or other expedited delivery or higher product costs for expedited manufacturing, in order to deliver sufficient quantities of products to meet customer orders on a timely basis or we may be unable to fulfill some orders altogether. In addition, many of the types of products we sell have short product life cycles, so a failure to accurately predict and meet demand for products can result in lost sales that we may be unable to recover in subsequent periods. These short life cycles also make it more likely that slow moving or excess inventory may become obsolete, requiring us to sell our products at significant discounts or write off entirely excess or obsolete inventory. Any failure to deliver products in quantities sufficient to satisfy demand can also seriously harm our reputation with both our retailer customers and end-consumers.

If we are unable to integrate our products and proprietary software with third-party hardware, operating system softwaresoftware, including open source systems, and other products, the functionality of our products would be adversely affected, which may seriously harm our business.

The functionality of some of our products depends on our ability to integrate those products with thecertain hardware, operating system software and related productsproducts, including those of providers such as Intel, AMD, NVIDIA, Microsoft, Sony and Asus, amongas others.well as those available via open source. We rely to a certain extent on the relationships we have with thosecertain companiesproviders in developing our products and resolving issues. There can be no assurance that those relationships will be maintained or that those or other companies will continue to provide the necessary information and support to allow us to develop products that integrate with their products or that third party developers will continue to develop plugins for and integrations with our proprietary software. Additionally, as usage of open source gaming environments grows, fragmentation in these ecosystems as well as the supporting open source operating systems may increase our software development costs and limit our ability to provide a consistent user experience. If integration with thecertain products of those or otheropen companiessource becomesecosystems become more difficult, our products would likely be more difficult to use or may not be compatible with key hardware, operating systems or other products, which would seriously harm our reputation and the utility and desirability of our products, and, as a result, would seriously harm our business.

One of our strategies is to grow through acquisitions and we may also seek to grow through other strategic transactions such as alliances and joint ventures. In particular, we believe that our future growth depends in part on our ability to enhance our existing product lineslines, enhance software platforms, and introduce new products and categories of products through acquisitions and other strategic transactions. To pursue this strategy successfully, we must identify attractive acquisition or investment opportunities and successfully complete transactions, some of which may be large and complex. There is substantial competition for attractive acquisitions and other strategic transactions, and we may not be successful in completing any such acquisitions or other strategic transactions in the future. If we are successful in making any acquisition or strategic transaction, we may be unable to integrate the acquired business effectively or may incur unanticipated expenditures, which could seriously harm our business. Acquisitions and strategic transactions can involve a wide variety of risks depending upon, among other things, the specific business or assets being acquired or the specific terms of any transaction.transaction, including:

We need substantial working capital to operate our business. We rely to a significant degree upon credit extended by many of our manufacturers and suppliers in order to meet our working capital needs. Credit terms vary from vendor to vendor but typically vendors allow us zero to 120 days to pay for the products. However, notwithstanding the foregoing, there are instances when we are required to pay for products in advance of them being manufactured and delivered to us. We have and may alsocontinue to utilize borrowings under our revolving credit facility to provide working capital, and access to external debt financing has historically been and will likely continue to be very important to us. As a result of any downturn in general economic conditions or conditions in the credit markets or other factors, manufacturers and suppliers may be reluctant to provide us with the same credit that they have in the past, which would require that we increase the level of borrowing under our revolving credit facility or obtain other external financing to provide for our substantial working capital needs. Additional financing may not be available on terms acceptable to us or at all. In particular, our access to other debt financing is limited by the negative covenant in our credit agreement restricting our ability to incur other indebtedness, as well as the financial covenants therein prohibiting our Consolidated Total Net Leverage Ratio (“CTNL Ratio”) from exceeding 3.00 to 1.00 beginning 2024 and our Consolidated Interest Coverage Ratio (“CIC Ratio”) being less than 3.00 to 1.00 beginning 2024 (both tested quarterly on a trailing four fiscal quarter basis), with the provision that the maximum CTNL Ratio can be temporarily increased to 3.50 to 1.00 upon the occurrence of a Qualified Acquisition (as defined in, and subject to the requirements of the Credit Agreement (as defined below)). As a result, such restrictions could limit, perhaps substantially, the amount of permitted indebtedness under other debt arrangements.

Restrictions under our credit facilities. We must comply with covenants under our current credit facilities, which require the maintenance of a maximum CTNL Ratio of 3.00 to 1.00 and a minimum CIC Ratio of 3.00 to 1.00 beginning 2024 (as defined in our credit facilities), with the provision that the maximum CTNL Ratio can be temporarily increased to 3.50 to 1.00 upon the occurrence of a Qualified Acquisition (as defined in, and subject to the requirements of the Credit Agreement). While we were in compliance with all applicable financial covenants under our credit facilities as of December 31, 2024,2025, there can be no assurance that we will not breach these financial covenants in our existing and future credit facilities.

We are a leading global provider and innovator of high-performance products for gamers and digital creators, such as streamers, vloggers and broadcasters, many of which build their own PCs using our components. Our industry-leading gaming products help digital athletes, from casual gamers to committed professionals, perform at their peak across PC or console platforms, and our streaming products enable creators, particularly streamers, to produce studio-quality content to share with friends or to broadcast to millions of fans. Our PC components products offer our customers multiple options to build their customized gaming and workstation desktop PCs. Our solution is the most complete suite of products that address the most critical components for both game performance and streaming. Our product offering is enhanced by our two proprietary software platforms: iCUE for gamers and the Elgato streaming suite for content creators, including our Stream Deck control software, which provide unified, intuitive performance, and aesthetic control and customization across theirour respectiveCorsair producthardware families.ecosystem and Elgato streaming products. We also offer digital services to enhance the customer experience by integrating esports, Elgato's marketplace, customer care and extended warranty into our product offerings.

Gamer and Creator Peripherals. Includes our high-performance gaming keyboards, mice, headsets, controllers, and streaming products, which includes capture cards, Stream Decks, microphonesmicrophones, teleprompters, and audio interfaces, our Facecam streaming cameras, studio accessories, command center displays, sim racing products, and gaming furniture, among others.

Gaming Components and Systems. Includes our high-performance PSUs,power supply units, cooling solutions, computer cases, and DRAM modules, as well as high-end prebuilt and custom-built gaming PCs and laptops, and gamingAI monitors,workstations, among others.

On September 19, 2024, we completed the acquisition of the Fanatec Business for a purchase consideration of $43.7 million. Refer to Note 4, “Business Combinations-Fanatec Acquisition” for more information on this transaction. The Fanatec sim racing product line, which fully complements our gaming PCs, gaming and streaming peripherals, andhas monitors, is expected to expandexpanded our business in these markets. Based on the external analysts’ and management's estimates, the total addressable market for sim racing in 2024 is approximately $1 billion. Fanatec’s results of operations are included in our consolidated statements of operations with effect from September 19, 2024.

Impact of Macroeconomic Conditions. Our business and financial performance depend significantly on worldwide economic conditions. We continue to face global macroeconomic challenges including evolving dynamics in the global trade environment and changes in laws or policies governing the terms of foreign trade, in particular increased trade restrictions, tariffs or taxes on imports or exports from or to countries where we manufacture or sell our products, inflationary trends, uncertainty in key financial markets, and volatility in exchange rates. Other geopolitical concerns continue such as the effects of the ongoing conflicts in Ukraine and the Middle East, the tensions in the Red Sea, and any potential conflicts between China and Taiwan, and the resulting supply chain constraints, uncertainty in key financial markets and the risk of a recession, inflationary trends, volatility in exchange rates, evolving dynamics in the global trade environment and changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports or exports from or to countries where we manufacture or sell our products. We also experience seasonality in the sale of our products, which may be affected by general economic conditions. The extent of the impact of macroeconomic conditions and geopolitical tensions on our business, sales, results of operations, cash flows and financial condition will depend on future developments, which are not within our control and are highly uncertain and cannot be predicted. We will continue to evaluate these risks and uncertainties and further our mitigation plans.constraints.

We are exposed to fluctuations in foreign currency exchange rates. As a result of our foreign sales and operations, we have revenue, payroll and other operating expenses denominated in foreign currencies, in particular the ChineseEuro, Yuan,British EuroPound, Taiwan Dollar, and BritishChinese Pound.Yuan. Unfavorable movement in the exchange rate between the U.S. dollar and the currencies we conduct sales or operate in may negatively impact our financial results.

Increasing gaming engagement. We believe that gaming’s increasing time share of global entertainment consumption will drive continued growth in spending on both games and gaming products. Gaming continues to become increasingly social, as streaming viewership becomes more widely adopted along with increasing numbers of content creators. More members of the younger generation are gamers and spend more time on gaming related activities than older generations. We believe these trends will over time bring more gamers and creators to purchase dedicated hardware and help grow the market for peripheral products. The growth of these markets will not be linear, as these markets are impacted by macroeconomic and consumer confidence conditions,confidence, amongst other conditions. Our Gaming Components and Systems segment makes components used for self-built PCs and full gaming systems. The self-built PC market is heavily influenced by the timing of release of new game titles and next-gennext-generation CPUs and GPUs, as discussed in the bullet below. As for the peripherals market, our Gamer and Creator Peripheralsperipherals segmentsegment, benefitedwe saw continued growth from anlast improvementyear, inprimarily from our acquisition and integration of the peripheralsnew marketFanatec comparedbusiness, towhich lastfully year. We were also able to increasecomplements our salessim inracing thischassis, segmentgaming throughPCs, expandingand gaming and streaming peripherals, and has expanded our product offerings byin addingthese newmarkets. Continuing into 2026, we believe our Fanatec products suchwill ascontinue to draw key specialist retailers, further expanding our teleprompter offerings, new PC controllers and mobile controllers, and several new keyboards. We expect this trendreach in peripheralthe marketenthusiast improvementgaming and expansion to continue in 2025.market.

Introduction of new high-performance computing hardware and sophisticated games. We believe that the introduction of more powerful CPUs and GPUs that place increased demands on other system components, such as memory, power supplyPSUs or cooling, has a significant effect on increasing the demand for our products. In addition, we believe that the introduction and success of games with sophisticated graphics that place increasing demands on system processing speed and capacity and therefore require more powerful CPUs or GPUs, drives demand for our high-performance gaming components and systems, such as PSUspower supply units and cooling solutions, and our gaming PC memory. As a result, our operating results may be materially affected by the timing of, and the rate at which computer hardware companies introduce, new and enhanced CPUs and GPUs, the timing of, and rate at which computer game companies and developers introduce sophisticated new and improved games that require increasingly high levels of system and graphics processing power, and whether these new products and games are widely accepted by gamers. DuringFollowing a period of elevated demand in 2023, wedriven experiencedby overallincreased GPU availability and popular game launches, demand increasemoderated during 2024 as we entered into a mid-cycle period for new GPU platforms. In early 2025, the launch of the latest generation of GPUs contributed to increased demand for our gaming components and systems productsproducts. primarilyDemand drivenin by2026 may be more consistent with mid-cycle conditions rather than the self-built PC market expansion from the increase in availability in late 2022 of new and reasonably priced GPUs and CPUs as well as the release of new game titles. In 2024, we are mid-cycle for new GPU platforms and as a result, we did not experience a similar increase inelevated demand driventypically byexperienced thefollowing newmajor GPUplatform platforms and some highly anticipated game title releases until the next substantial GPU launch in early 2025. The slowdown in the self-built PC market activity in the first nine months of 2024 led to an overall net decrease in demand for our products in the Gaming Components and Systems segment in 2024 compared to 2023.launches.

Impact of Customer Concentration.Concentration and Shipping Costs. We operate a global sales network that consists primarily of retailers (including e-retailers), as well as distributorsdistributors, which we use to access certain retailers. Further, a limited number of retailers and distributors represent a significant portion of our net revenue, with e-retailer Amazon accounting for 27.4%, 30.9%, 30.7%, and 26.0%30.7% of our net revenue for 2025, 2024, 2023, and 2022,2023, respectively, and sales to our ten largest customers accounting for approximately 53.1%,49.3%, 55.4%,53.1% and 52.3%55.4% of our net revenue for the same periods, respectively. Our customers, including Amazon, typically do not enter into long-term agreements to purchase our products but instead enter into purchase orders with us. As a result of this concentration of revenue and the lack of long-term agreements with our customers, a primary driver of our net revenue and operating performance is maintaining good relationships with these retailers and distributors. To help maintain good relationships, we implement initiatives such as our updated packaging designdesign, which helps e-retailers such as Amazon process our packages more efficiently. Further, given our global operations, a significant percentage of our expenses relate to shipping costs. Our ability to effectively optimize these shipping costs, for example utilizing expensive shipping options such as air freight for smaller packages and more urgent deliveries and more cost-efficient options, such as ground or ocean freight, for other shipments, has an impact on our expenses and results of operations.

Impact of New Product Introductions. Gamers demand new technology and product features, and we expect our ability to accurately anticipate and meet these demands will be one of the main drivers for any future sales growth and market share expansion. We believe our net revenue in 2025 and 2024 was favorably impacted by the release of 105 and 78 new products in 2024.2025 and 2024, respectively. While we intend to continue to develop and release new products, there can be no assurance that our new product introductions will have a favorable impact on our operating results or that customers will choose our new products over those of our competitors.

Impact of Seasonal Sales Trends. We have experienced and expect to continue to experience seasonal fluctuations in sales due to the buying patterns of our customers and spending patterns of gamers. Our net revenue has generally been lower in the first andhalf secondof calendarthe quartersyear due to lower consumer demand following the fourth quarter holiday season and because of the decline in sales that typically occurs in anticipation of the introduction of new or enhanced CPUs, GPUs, and other computer hardware products, which usually take place in the second calendar quarter, and which tend to drive sales in the following two quarters.products. Further, our net revenue tends to be higher in the thirdsecond andhalf fourthof calendarthe quartersyear due to seasonal sales such as “Black Friday” and “Cyber Monday” as well as “Singles Day” in China, as retailers tend to make purchases in advance of these sales. Our sales also tend to be higher in the fourth quarter due to the introductionrelease of new consoles and high-profile gamesgames, including the annual release of popular gaming franchises in connection with the holiday season. As a consequence of seasonality, our net revenue for the second calendar quarter is generally the lowest of the year followed by the first calendar quarter.year. Historical seasonal patterns may not continue in the future and may be further impacted in the future,future by macroeconomic factors, including trade policy and tariffs, increasing supply constraints, GPUsemiconductor shortages, delay in the anticipated launch of new or enhanced GPUs and CPUs, and shifts in customer behavior. For example, our revenue seasonality for the third quarter of 2024 was negatively impacted due to a lower demand for our products in the Gaming Components and Systems segment which was primarily attributable to the delayed launches of new, reasonably priced GPUs and CPUs, as well as the postponed releases of new game titles to early 2025.

Impact of Fluctuations in Integrated Circuits Pricing. Integrated circuits (“ICs”) account for most of the cost of producing our high-performance memory products. IC prices are subject to pricing fluctuationsfluctuations, which can affect the average sales prices of memory modules, and thus impact our net revenue, and can have an effect on gross margins. The impact on net revenues can be significant as our high-performance memory products, included within our Gaming Components and Systems segment, represent a significant portion of our net revenue.

Cost of revenue consists of product costs, including costs of contract manufacturers, inbound freight costs from manufacturers to our distribution hubs as well as inter-hub shipments, cost of materials and overhead, duties and tariffs, warranty replacement cost to process and rework returned items, depreciation of tooling equipment, warehousing costs, excess and obsolete inventory write-downs, and certain allocated costs related to facilities and information technology (“IT”), and personnel-related expensespersonnel, and other operating expenses related to supply chain logistics.logistics related operating expenses.

Sales, general and administrative. Sales, general and administrative (“SG&A”) expenses represent the largest component of our operating expenses and consist of distribution costs, sales, marketing and other general and administrative costs. Distribution costs include outbound freight and the costs to operate our distribution hubs. Sales and marketing costs relate to the costs to operate our global sales force that works in conjunction with our channel partners, gaming team and event sponsorships, advertising and marketing promotions of our products and services, costs of maintaining our web store andstore, credit card processing fees related to sales on our webstore, personnel-related cost and allocated overhead costs. General and administrative costs consist primarily of personnel-related expenses for our finance, legal, human resources, facilities, IT and administrative personnel, as well as the costs of professional services related to these functions and allocated overhead costs. Certain shared overhead costs, including facilities and IT expenses, are allocated to product development and cost of revenue based on appropriate allocation methodologies.

Interest income consists of interest earned on interest-bearing bank deposits and interest-bearing Bridge Loan, net of amortization of Bridge Loan origination costs.deposits.

Other (expense) income, net consists primarily of our foreign currency exchange gains and losses relating to transactions and remeasurement of asset and liability balances denominated in foreign currencies, net fair value gains and losses from our foreign currency forward contracts, and the impairmentreversal loss on available-for-sale security, offset byof bargain purchase gain previously recognized from business acquisition.

Net revenue decreasedincreased $143.5$156.1 million, or 9.8%,11.9%, in 20242025 as compared to 2023.2024. The decreaseincrease was due to a 20.8%16.2% decreaseincrease in sales for our Gaming Components and Systems segment, offset partially byand a 19.7%4.1% increase in sales for our Gamer and Creator Peripherals segment.

Product development expenses increased $2.3$1.6 million, or 3.5%,2.4%, in 2024 as compared to 2023.2024. The increase was primarily due to highera personnel-related$3.0 costs resulting frommillion increase in headcountpersonnel-related ascosts, wella as$1.5 meritmillion adjustments.increase in consulting and contractor costs, which were partially offset by a $1.3 million decrease in the allocation of corporate IT-related and facility-related costs, a $0.8 million decrease in depreciation expense, and a $0.7 million decrease in stock-based compensation expense.

Interest expense decreased $4.2$3.9 million, or 24.2%,29.2%, in 20242025 as compared to 2023.2024. The decrease was primarily due to a lower principal balance on our Term LoanLoan, achieved through a $52.1 million repayment of principal during 2025, combined with lower interest rates on our Term Loan in 2024.rates.

Interest income decreased $3.5$1.7 million, or 51.1%,50.4%, in 20242025 as compared to 20232024 primarily due to a lower cash balance in our interest-bearing account.account combined with lower interest rates.

Other expense, net for the year ended December 31, 2025 included a $2.6 million charge related to the reversal of the estimated bargain purchase gain based on the preliminary purchase price allocation for the Fanatec Acquisition. In contrast, other expense, net for the year ended December 31, 2024, was partially reduced by the initial recognition of this $2.6 million gain. The remaining balance is primarily comprised of foreign exchange gains and losses on cash, accounts receivablereceivable, and intercompany balances denominated in currencies other than the functional currencies of our subsidiaries. Our foreign currency exposure is primarily driven by fluctuations in the foreign currency exchangesexchange rates offor the Euro, the British PoundPound, and the ChineseNew Yuan.Taiwan The foreign exchange loss in the year ended December 31, 2024 was partially offset by a $2.6 million bargain purchase gain from the Fanatec Acquisition.Dollar.

Net revenue of the Gamer and Creator Peripherals segment increased $77.8$19.4 million, or 19.7%,4.1%, in 20242025 as compared to 2023.2024. The increase was primarily drivenattributable by the success of recent new product launches, increased demand for most of the products in this segment andto the inclusion of post-acquisition revenues from our DropSeptember Acquisition2024 Fanatec Acquisition, as well as the growth in Julyour 2023,creator products, partially offset by lower demand in North America for our gaming peripherals and from our Fanatec Acquisitionfurniture in Septemberthe 2024.latter half of 2025.

The gross margin of the Gaming ComponentsGamer and SystemsCreator Peripherals segment decreasedincreased by 41080 bps in 20242025 as compared to 2023.2024. The decreaseincrease was primarily attributable to a 190250 bps decreaseincrease from anprice unfavorable product mix within this segmentincreases and pricingthe pressuresinclusion of post-acquisition revenue from marketour competition,September 2024 Fanatec Acquisition, partially offset by a 160100 bps decrease from increased promotional activities as a proportion of net revenue, and a 100 bps decrease from factory underutilization and higher inventorytariff reserves.costs.

We have financed our operations and acquisitions through cash from operations, and when necessary, through debt facilities and issuance of equity securities. As of December 31, 2024,2025, our principal sources of liquidity were cash and restricted cash, in aggregate of $109.6$98.8 million, and our borrowing capacity under the June 2030 Revolving Facility (as defined under ‘Capital Resources’ below) of $99.8 million.

Our principal uses of cash generally include purchases of inventory, payroll and other operating expenses related to the development and marketing of our products, capital expenditure, repayments of debt and related interest, income tax payments, future investments in business and technology, and selective mergers and acquisitions.acquisitions, and potential share repurchases under our recently authorized share repurchase program.

We believe that the anticipated cash flows from operations based on our current business outlook, combined with our current levels of cash balances at December 31, 2024,2025, supplemented with the borrowing capacity under our June 2030 Revolving Facility, if and as needed, will be sufficient to fund our principal uses of cash for at least the next twelve months. In the longer term, liquidity will depend to a great extent on our future revenues and our ability to appropriately manage our costs based on the demand for our products. We may require additional funding and need or choose to raise the required funds through borrowings or public or private sales of debt or equity securities. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financial covenants that would restrict our operations. There can be no assurance that any such equity or debt financing will be available on favorable terms, or at all.

Net cash provided by operating activities was $89.2$50.1 million for 20232025 and consisted of non-cash adjustments of $79.5$87.8 millionmillion, andpartially offset by a net cash inflowoutflow of $10.7$22.7 million from changes in our net operating assets and liabilities, offset partially byand a net loss of $1.0$15.0 million. The non-cash adjustments consisted primarily of depreciation and amortization andamortization, stock-based compensation expense, whichreversal wereof bargain purchase gain related to the Fanatec Acquisition, partially offset by changes in deferred income taxes. The net cash inflowoutflow from changes in our net operating assets and liabilities was primarily related to an increase in account receivables from higher revenue in 2025 and an increase in inventory purchases. These cash outflows were partially offset by an increase in accounts payable and accrued liabilities mainly due to timing of payments and purchases.a These cash inflows were partially offset by an increasedecrease in inventoryprepaid purchasesexpenses and accountother receivables driven by increase in revenue in 2023.assets.

CashNet cash used in investing activities was $27.0 million for 2023 and consisted of $14.2$15.4 million for the Dropyear Acquisitionended (netDecember 31, 2025, primarily consisting of cashcapital acquired),expenditures for manufacturing equipment, leasehold improvements and $12.8the milliondevelopment capitalof expenditure, primarily for equipment andinternal-use software.

Net cash used in financing activities was $37.4$48.9 million for 20232025 and consisted primarily of $41.0$52.8 million repayment of debt,debt $1.4and debt issuance costs, $1.2 million payment of taxes related to net share settlement of equity awards, and $1.0$0.5 million payment of dividends to noncontrolling interest. These cash outflows wereinterest, partially offset by $5.6 million proceeds received from the issuance of shares through the employee equity incentive plansplans. ofDuring $7.4the million.year Weended didDecember not31, borrow2025, we borrowed $45.0 million from our revolving credit facility into 2023.fund our operations and the full amount was repaid within the same period.

On September 3, 2021, we refinanced theour First Lien Credit and Guaranty Agreement with a new Credit Agreement (as amended, the “Credit Agreement”). with Bank of America, N.A. The Credit Agreement providesprovided for a total commitment of $350.0 million, consisting of a $100.0 million five-year revolving credit facility maturing in September 2026 (the “September 2026 Revolving Facility”) and a $250.0 million five-year term loan facility maturing in September 2026 (the “September 2026 Term Loan”). The Credit Agreement isalso availablepermitted, forsubject ato periodconditions ofstated five years, maturing September 2026, and provides fortherein, additional incremental facilities up toin a maximum aggregate principal amount ofnot to exceed $250.0 million,million. subjectPrepayment toof the satisfactionSeptember of certain conditions. We may prepay the2026 Term Loan and the September 2026 Revolving Facility was permitted at any time without premium or penalty. We prepaid $12.5$42.8 million and $34.1$12.5 million of the September 2026 Term Loan principal in the years ended December 31, 20242025 and 2023,2024, respectively. As of December 31, 2024, the total principal outstanding of the Term Loan was $174.0 million and the available and uncommitted capacity under the Revolving Facility was $99.8 million.

The Amended and Restated Credit Agreement has a variable rate structure. According to the provisions inof the ThirdAmended Amendmentand toRestated Credit Agreement, the CreditJune Agreement (“Third Amendment”), beginning 2024, the2030 Term Loan and theJune 2030 Revolving Facility carryeach bears interest at our electionelection, at either (a) Bloombergterm Short-TermSecured BankOvernight YieldFinancing Index rateRate (“BSBY”"SOFR") plus a percentage spread (ranging from 1.25%1.50% to 2.25%2.50%) based on our total net leverage ratio,ratio or (b) the base rate (as described in the Amended and Restated Credit Agreement as the greatest of (i) theBank of America’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) one-month BSBYterm SOFR plus 1.0%) plus a percentage spread (ranging from 0.25%0.50% to 1.25%1.50%) based on the our total net leverage ratio. Additionally, the commitment fees on the unused portion of the Revolving Facility ranges from 0.2% to 0.4% based on our total net leverage ratio.

The Amended and Restated Credit Agreement contains covenants with which we must comply during the term of the agreement, which we believe are ordinary and standard for agreements of this nature, including the maintenance of a maximum Consolidated Total Net Leverage Ratio (“CTNL Ratio”) and a minimum Consolidated Interest Coverage Ratio (“CIC Ratio”) (as defined in the Amended and Restated Credit Agreement). According to the provisions in the Third Amendment, beginning 2024,Amendment we are required to maintain a maximum CTNL Ratio of 3.00 to 1.00 and a minimum CIC ratio of 3.00 to 1.00, with the provision that the maximum CTNL Ratio can be temporarily increased to 3.50 to 1.00 upon the occurrence of a Qualified Acquisition (as defined in, and subject to the requirements of the Amended and Restated Credit Agreement). As of December 31, 2024,2025, we were not in default under the Amended and Restated Credit Agreement.

Our obligations under the Amended and Restated Credit Agreement are guaranteed by substantially all of our U.S. subsidiaries and secured by a security interest in substantially all assets of the Company and the guarantor subsidiaries, subject to certain exceptions detailed in the Amended and Restated Credit Agreement and related ancillary documentation.

Amounts represent the principal cash payments as of December 31, 2024,2025, of our Term Loan based on the repayment schedule according to the Amended and Restated Credit Agreement and the expected interest payments associated with the Term Loan. See Note 7 “Debt” to our consolidated financial statements for more information.

Amounts represent an estimate of non-cancellable purchase obligations related to inventory.

A critical accounting policy is defined as one that has both a material impact on our financial condition and results of operations and requires us to make difficult, complex and/or subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain. Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), which requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue and expensesexpense during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe to be applicableapplicable, andwhich we evaluate them on an ongoing basis to ensure they remain reasonable under current conditions. Actual results may differ significantly from those estimates, which could have a material impact on our business, results of operations, and financial condition.

You should read the following discussion of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q as well as in conjunction with the Risk Factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the United States Securities and Exchange Commission (“SEC”) on February 25, 2026. The following discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those discussed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025,2025 and below in Item 3, “Quantitative and Qualitative Disclosures about Market Risk”.

We are a leading global provider and innovator of high-performance products for gamers and digital creators, such as streamers, vloggersvloggers, broadcasters, and broadcasters,small and medium businesses, many of whom build their own PCs using our components. Our industry-leading gaming products help digital athletes, from casual gamers to committed professionals, perform at their peak across PC or console platforms, and our streaming products enable creators, particularly streamers, to produce studio-quality content to share with friends or to broadcast to millions of fans. Our PC component products offer our customers multiple options to build their customized gaming and workstation desktop PCs.PCs including AI workstations and servers. Our solution is the most complete suite of products that address the most critical components for both game performance and streaming. Our product offering is enhanced by our two proprietary software platforms: iCUE and the Elgato streaming suite for content creators, including our Stream Deck control software, which provide unified, intuitive performance, and aesthetic control and customization across our Corsair hardware ecosystem and Elgato streaming products. We also offer digital services to enhance the customer experience by integrating esports, Elgato's marketplace, customer care and extended warranty into our product offerings.

Gamer and Creator Peripherals. Includes our high-performance gaming keyboards, mice, headsets, controllers, and streaming products, which includesinclude capture cards, Stream Decks, microphones, teleprompters, and audio interfaces, our Facecam streaming cameras, studio accessories, command center displays, sim racing products, and gaming furniture, among others.

Our net revenue was $354.5$314.3 million and $369.8$320.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Our gross margin was 32.7%33.2% and 27.7%26.8% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. We had a net income (loss) of $13.1$9.1 million and $(10.3)net loss of $20.3 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

As of MarchJune 31,30, 2026, we had cash and restricted cash, in the aggregate of $119.7$193.9 million and the principal balance outstanding on our June 2030 Term Loan was $120.3$118.8 million. Cash generated from operations was $29.7$104.6 million and $18.8$48.9 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

Our business and financial performance depend significantly on worldwide economic conditions. We continue to face global macroeconomic challengeschallenges, including evolving dynamics in the global trade environment andenvironment, changes in laws or policies governing the terms of foreign trade, in particular increasedtariffs, trade restrictions, tariffsrestrictions or taxes on imports or exports from or to countries where we manufacture or sell our products, inflationary trends, uncertainty in key financial markets, and volatility in exchange rates.

RecentOngoing geopolitical developmentsdevelopments, including conflicts and tensions in the Middle East, includingUkraine, the conflictRed involvingSea Iran,region, and between China and Taiwan, have contributed to volatility in global energy pricesprices, transportation costs, and transportationsupply costs.chains. These developments may increase our freight, logisticslogistics, and other input costscosts, and may also affect consumer spending due to broader economic uncertainty. While weWe continue to monitor thethese situationsituations and implement mitigation actions,actions; thehowever, their duration, severityseverity, and broader economic consequences remain uncertain. Other geopolitical concerns include the ongoing conflicts in Ukraine and the broader Middle East, tensions in the Red Sea, and potential conflicts between China and Taiwan, and the resulting supply chain constraints.

Since February 2025, the U.S. government has proposed andand, in certain casescases, implemented new, substantial tariffs on imports to the United States from various countries, including Taiwan, ChinaChina, and Vietnam, where we manufacture or source our products. InFollowing a February 2026, the2026 U.S. Supreme Court ruledruling thatinvalidating certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA) wereand invalid.a Whilesubsequent thisorder ruling createsby the potential for refunds of duties previously paid, the ultimate availability, timing, and amount of recovery remain uncertain and is subject to further legal and administrative developments. In March 2026, the U.S. Court of International Trade (CIT) issued an order directing U.S. Customs and Border Protection (CBP) to establishestablishing a process for the submission and review of refund claims related to affected IEEPA tariffs, and in April 2026,process, we submitted refund claims underin that process. The ruling remains subject to a potential government appeal or stay request, with a deadline of June 7, 2026. As the recoverability and timing of any such refund remains uncertain, we have not recognized a receivable and corresponding offset to expense or asset as of March 31,April 2026 and willhave not,since untilreceived suchand amountsrecognized aresubstantially realizedall orof realizable.the Inassociated addition,refunds totalling $18.1 million including interest earned, of which approximately $15.6 million was recorded as a reduction to cost of goods sold during the second quarter of 2026. Separately, the U.S. federal government has recently introduced additional trade measures and investigations that may resultresulting in new tariffs. While we have taken actionsmitigating to mitigate supply chain and cost impacts,actions, including shifting production across jurisdictions, wethe mayextent notto fullywhich these actions will offset the impact of ongoing trade and tariff developments.developments remains uncertain.

Increasing gaminggamer and creators engagement. We believe that gaming’s increasing time share of global entertainment consumption will drive continued growth in spending on both games and gaming products. Gaming continues to become increasingly social, as streaming viewership becomes more widely adopted along with increasing numbers of content creators. More members of the younger generation are gamers and spend more time on gaming related activities than older generations. We believe these trends will over time bring more gamers and creators to purchase dedicated hardware and help grow the market for peripheral products. The growth of these markets will not be linear, as these markets are impacted by macroeconomic and consumer confidence, amongst other conditions. Our Gaming Components and Systems segment makes components used for self-built PCs and full gaming systems. The self-built PC market is heavily influenced by the timing of release of new game titles and next-generation CPUs and GPUs, as discussed in the bullet below. In our Gamer and Creator Peripherals segment, we expect continued contribution from our Fanatec product portfolio, which expandsbroadens our offerings in sim racing offerings and complements our broader ecosystem of gaming and streaming products. On August 3, 2026, we acquired substantially all of the assets of Trak Racer, which designs, manufactures, distributes and sells racing, flight, motorcycle and other simulation cockpits, chassis, rigs and related peripherals and accessories, pursuant to an asset purchase agreement. The acquisition expands our sim racing product offerings and provides us with immediate access to a larger addressable market. Trak Racer will operate as a sub-brand under Fanatec. In addition, we acquired a minority interest in Bitfocus AS, a Norwegian software company specializing in production automation and control software for streaming, broadcast, and live event workflows. This investment supports our strategy of deepening the integration between our hardware and software ecosystem, including through planned integration with our Stream Deck platform, and provides us with exposure to the broader professional streaming and content creation software market. See Note 14, Subsequent Events, for additional details.

Introduction of new high-performance computing hardware and sophisticated games. We believe that the introduction of more powerful CPUs and GPUs that place increased demands on other system components, such as memory, power supply units or cooling, has a significant effect on increasing the demand for our products. In addition, we believe that the introduction and success of games with sophisticated graphics that place increasing demands on system processing speed and capacity and therefore require more powerful CPUs or GPUs, drives demand for our high-performance gaming components and systems, such as power supply units and cooling solutions, and our gaming PC memory. Because our product portfolio is purpose-built to support high-performance CPUs and GPUs through advanced cooling and power delivery solutions, we believe we are well positioned to benefit from this ongoing market evolution toward more demanding computing and gaming workloads. Demand for our product and our operating results may be affected by the timing and pace of new CPU and GPU launches, as well as the introduction and adoption of new game titles that require higher levels of system performance. For example, following the early 2025 launch of the latest generation of GPUs, we experienced a period of elevated demand as enthusiasts upgraded their systems to support new architectures. In 2026, we expect demand to reflect mid-cycle conditions, as the market anticipates potential hardware refreshes and major software titles scheduled for release in late 2026 and 2027. However, the timing and market acceptance of these new products, as well as the ongoing impact of component costs on hardware affordability, may continue to influence the rate of consumer upgrades.

Global semiconductor shortage. We arecontinue observingto observe significant constraints in the global supply of semiconductorssemiconductors, particularly memory components, driven in part by demand associated with the proliferationbuildout of AI infrastructure, which are materially impacting the broader hardware market. HeightenedThese demanddynamics forhave these components has driven commodity prices to high levels, resultingresulted in a substantial increase in thememory marketprices. priceWe are both a seller of DRAMmemory modules.products Weand a purchaser of memory and other components from third-party suppliers. As a result, elevated pricing benefits net sales and margin on the memory products we sell, while also increasing our cost of components across our broader product offerings. In addition, elevated component costs have made it more difficult for cost-sensitive consumers to upgrade or build new systems, which we believe theseis elevatednegatively costsaffecting actoverall asdemand awithin barrierour toGaming entry for the budget-segment of the self-built PC marketComponents and maySystems negativelysegment. impact our results in the near term. However, ourOur core market position isremains centered on the enthusiast-level PC builder, a demographic that has historically demonstratesdemonstrated less price sensitivity than the broader market.market, which we believe partially mitigates this impact. Additionally, we believe these supply dynamics are occurring alongside a shift in the workstation market driven by the expanded implementation of AI. As the costs of running critical business tasks on public cloud-based Large Language Models ("“LLMs"”) increase, there is growing demand to operate local LLMs on private workstation hardware. We believe we are well positioned to address this emerging trend by delivering high-performance memory components and fully integrated, purpose-built systems necessary to support local AI processing workloads. For example, in May 2026, we launched CORSAIR PRO, a new portfolio of AI workstations and servers designed to support AI development, fine-tuning, inference, and deployment workloads.

We operate a global sales network that consists primarily of retailers (including e-retailers), as well as distributors, which we use to access certain retailers. Further, a limited number of retailers and distributors represent a significant portion of our net revenue, with e-retailer Amazon accounting for 25.0%25.7% and 28.3%29.2% of our net revenue for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, and sales to our ten largest customers accounting for approximately 46.8%47.9% and 50.4%50.7% of our net revenue for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Our customers, including Amazon, typically do not enter into long-term agreements to purchase our products but instead enter into purchase orders with us. As a result of this concentration of revenue and the lack of long-term agreements with our customers, a primary driver of our net revenue and operating performance is maintaining good relationships with these retailers and distributors. To help maintain good relationships, we implement initiatives such as our updated packaging design which helps e-retailers such as Amazon process our packages more efficiently. Further, given our global operations, a significant percentage of our expenses relate to shipping costs. Our ability to effectively optimize these shipping costs, for example utilizing expensive shipping options such as air freight for smaller packages and more urgent deliveries and more cost-efficient options, such as ground or ocean freight, for other shipments, has an impact on our expenses and results of operations.

Gamers demand new technology and product features, and we expect our ability to accurately anticipate and meet these demands will be one of the main drivers for any future sales growth and market share expansion. We believe our net revenue for 2025 and for the threesix months ended MarchJune 31,30, 2026 was favorably impacted by the release of 105 and 2045 new products, respectively. While we intend to continue to develop and release new products, there can be no assurance that our new product introductions will have a favorable impact on our operating results or that customers will choose our new products over those of our competitors.

Integrated circuits (“ICs”) account for most of the cost of producing our high-performance memory products. IC prices are subject to pricing fluctuations, which can affect the average sales prices of memory modules, and thus impact our net revenue, and can have an effect on gross margins. The impact on net revenuesrevenue can be significant as our high-performance memory products, included within our Gaming Components and Systems segment, represent a significant portion of our net revenue.

Net revenue decreased by 4.1%1.8% and 3.0% for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods last year.

The decrease in net revenue in the three-month period was due to aan 10.3%8.7% decrease in sales for our Gaming Components and Systems segment, which was partially offset by a 10.1%12.9% increase in sales for our Gamer and Creator Peripherals segment.

Gross margin increased by 500640 basis pointbps for the three months ended MarchJune 31,30, 2026,2026 as compared to the same period last year. The increase was primarily attributable to a 580480 basisbps pointbenefit from lower tariff costs including refund of duties previously paid under tariffs imposed pursuant to the International Emergency Economic Powers Act (IEEPA), a 120 bps decrease in freight costs, a 115 bps improvement from favorable product mixmix, and higher pricing, partially offset by a 10060 basisbps pointdecrease impactin from higher tariffpromotional costs.

SG&A expenses decreased by $2.0$4.0 million, or 2.3%,4.7%, for the three months ended MarchJune 31,30, 2026,2026 as compared to the same period last year primarily due to a $2.9 million decrease in distribution costs due to lower sales volume, a $2.4$3.4 million decrease in stock-based compensation expenseexpense, a $3.2 million decrease in distribution costs, and a $1.4 million decrease in badthe debtprovision expense.for doubtful accounts. These decreases were partially offset by a $3.2$2.8 million increase in personnel-related costs, a $0.7 million increase in amortization expense resulting from shortened useful lives of certain intangible assets,costs and a $0.6$0.9 million increase in facilities and maintenance expenses.expense.

Product development expenses decreased by $0.4$2.1 million, or 2.2%,11.8%, for the three months ended MarchJune 31,30, 2026,2026 as compared to the same period last yearyear, primarily due to a $1.1$1.5 million decrease in consultingconsultant and contractor costs andcosts, a $0.8 million decrease in intangible amortization expense asand certaina intangible$0.4 assetsmillion becamedecrease fullyin amortized.project material costs. These decreases were partially offset by a $1.6$0.9 million increase in personnel-related costs.

Interest expense decreased by $1.032.4% million,and or 36.8%34.7% for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods last yearyear, primarily due to a lower principal balance on our term loanloans combined with lower interest rates.

Other (expense) income, net changed by $4.3 million, from a net expense of $3.9 million for the three months ended March 31, 2025 to a net income of $0.4 million for the three months ended March 31, 2026. Other (expense) income, net for the threesix months ended MarchJune 31, 2025 included a $2.6 million reversal of bargain purchase gain from the Fanatec Acquisition that was recognized in year ended December 31, 2024. The remainder of other (expense) income, net for the three months ended March 31,30, 2026 and 2025was primarily comprised of foreign exchange gains and losses on cash, accounts receivable, and intercompany balances denominated in currencies other than the functional currencies of our subsidiaries.subsidiaries, and other non-operating income. In addition, other (expense) income, net for the six months ended June 30, 2025 included a $2.6 million reversal of a bargain purchase gain from the Fanatec Acquisition that was recognized in the prior year. Our foreign currency exposure iswas primarily driven by fluctuations in the foreign currency exchange rates forof the Euro, the British Pound, and the New Taiwan Dollar.

Net revenue of the Gamer and Creator Peripherals segment increased by 10.1%12.9% and 11.5%, respectively, for the three and six months ended MarchJune 31,30, 2026,2026 as compared to the same periodperiods last year. The increase was primarily driven by higher sales within our peripherals, streaming and sim racing categories as a result of new product introductions and marketchannel share gains.expansion.

Net revenue of the Gaming Components and Systems segment decreased by 10.3%8.7% and 9.6%, respectively, for the three and six months ended MarchJune 31,30, 2026,2026 as compared to the same periodperiods last year. The decrease was primarily driven by softer demand in the self-built PC market, reflecting the lack of a significant GPU-driven upgrade cycle and elevated memory pricing, partially offset by continued strengthgrowth in demand for memory and systems products.

The gross margin of the Gamer and Creator Peripherals segment decreasedincreased by 70490 basis pointbps for the three months ended MarchJune 31,30, 2026 as compared to the same period last year. The decreaseincrease was primarily drivenattributable byto a 170595 basisbps point impactbenefit from tariffs,lower tariff costs, reflecting a 160refund basisof pointduties impactpaid fromunder highertariffs promotionalimposed costs,pursuant to the IEEPA and a 70115 basisbps pointdecrease impactin from higher air freightpromotional costs. These decreasesincreases were partially offset by a 320125 basisbps point improvementdecrease from favorablehigher productexcess mix.and obsolete inventory provision as compared to the prior year period, a 70 bps decrease from higher licensing costs, and a 70 bps decrease from higher costs to process and rework inventory returns.

The gross margin of the Gaming ComponentsGamer and SystemsCreator Peripherals segment increased by 670200 basis pointbps for the threesix months ended MarchJune 31,30, 2026 as compared to the same period last year. The increase was primarily drivenattributable byto a 520200 basis point improvement from memory price increases and favorable product mix, a 140 basis pointbps benefit from lower promotionaltariff activitycosts duerelated to strongthe demandIEEPA fortariff memory products, a 90 basis point benefit from lower rework and warranty costs,refund, and a 90185 basisbps point benefitimprovement from lowerfavorable airproduct freight costs due to improved supply availability.mix. These increases were partially offset by ana 80125 basisbps point impactdecrease from lower factoryroyalty utilizationincome, a 35 bps decrease from lower inventory absorption, and a 7030 basisbps point impactdecrease from tariffs.higher freight costs.

We have financed our operations and acquisitions through cash from operations, and when necessary, through debt facilities and issuance of equity securities. As of MarchJune 31,30, 2026, our principal sources of liquidity were cash and restricted cash, in aggregate of $119.7$193.9 million, and our borrowing capacity under the June 2030 Revolving Facility (as defined under “Capital Resources” below) of $99.6 million.

We believe that the anticipated cash flows from operations based on our current business outlook, combined with our current levels of cash balances at MarchJune 31,30, 2026, supplemented with the borrowing capacity under our June 2030 Revolving Facility, if and as needed, will be sufficient to fund our principal uses of cash for at least the next twelve months. In the longer term, liquidity will depend to a great extent on our future revenues and our ability to appropriately manage our costs based on the demand for our products. We may require additional funding and need or choose to raise the required funds through borrowings or public or private sales of debt or equity securities. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could require operating and financial covenants that would restrict our operations. There can be no assurance that any such equity or debt financing will be available on favorable terms, or at all.

Net cash provided by operating activities for the threesix months ended MarchJune 31,30, 20252026 was $18.8$104.6 million and consisted of non-cashnet adjustmentsincome of $27.1$22.2 million, adjusted for non-cash items of $33.6 million and a net cash inflow of $2.0$48.8 million from changes in our net operating assets and liabilities, partially offset by a net loss of $10.3 million.liabilities. The non-cash adjustments primarily consisted of $18.6 million of amortization of intangibles, depreciation,$12.6 million of stock-based compensation expense, and the$7.2 reversalmillion of thedepreciation, Fanatecpartially Acquisitionoffset bargainby purchasea gain$6.4 previouslymillion recognizednet indeferred thetax year ended December 31, 2024.benefit. The net cash inflow from changes in our net operating assets and liabilities was primarily related to ana increase$73.1 million decrease in accounts receivable and a $38.9 million decrease in inventories, partially offset by a $33.7 million decrease in accounts payable due to lower inventory purchases, the timing of vendor payments and higher inventory purchases, partially offset by cash outflows from an increase in inventories as we stocked up in anticipationmix of tariffs,vendor asterms, well asand a $29.5 million decrease in other liabilities and accrued expenses primarily due to a reduction in the accruals needed for customer incentives programs and sales returns with lower revenues.expenses.

Cash used in investing activities was $3.7$6.4 million for the threesix months ended MarchJune 31,30, 2026, compared to $3.1 million2026 for the same period in 2025, primarily reflecting capital expenditures.

Cash used in financing activities was $22.3$2.6 million for the threesix months ended MarchJune 31,30, 20252026 and consisted of $25.0$3.1 million repayment of debt,debt $0.4and debt issuance costs, $5.0 million of repurchases of common stock, $0.8 million payment of taxes related to net share settlement of equity awards, and $0.3$0.2 million payment of dividends to noncontrolling interest, partially offset by $3.4$6.5 million proceeds received from the issuance of shares through the employee equity incentive plans.

On June 30, 2025, we entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with Bank of America, N.A. (“BofA”) to refinance our prior first lien credit and guaranty agreement with BofA, entered into on September 3, 2021. The Amended and Restated Credit Agreement provides for total commitments of $225.0 million, consisting of a $100.0 million five-year revolving credit facility maturing on June 30, 2030 (the “June 2030 Revolving Facility”) and a $125.0 million five-year term loan facility maturing on June 30, 2030 (the “June 2030 Term Loan”). The Amended and Restated Credit Agreement also permits, subject to conditions stated therein, additional incremental facilities in a maximum aggregate principal amount not to exceed $125.0 million.

The Amended and Restated Credit Agreement has a variable rate structure. According to the provisions of the Amended and Restated Credit Agreement, the June 2030 Term Loan and June 2030 Revolving Facility each bears interest at our election, at either (a) term Secured Overnight Financing Rate ("“SOFR"”) plus a percentage spread (ranging from 1.50% to 2.50%) based on our total net leverage ratio or (b) the base rate (as described in the Amended and Restated Credit Agreement as the greatest of (i) Bank of America’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) one-month term SOFR plus 1.0%) plus a percentage spread (ranging from 0.50% to 1.50%) based on the our total net leverage ratio.

On January 30, 2026, the Board of Directors authorized us to repurchase up to $50 million of our outstanding shares of common stock.stock This representsrepresenting our first repurchase authorization. The repurchase program was effective immediately, does not have an expiration date and is subject to market conditions, applicable laws and regulatory guidelines. The timing and amount of any repurchases will depend on a variety of factors, and the program may be suspended or discontinued at any time and without prior notice.

ForThere were no share repurchases for the three months ended MarchJune 31,30, 2026, we repurchased approximately 0.9 million shares of our common stock for an aggregate cost of $5.0 million.2026. As of MarchJune 31,30, 2026, approximately $45.0 million remained available under this program.

The following table summarizes our contractual cash and other obligations as of MarchJune 31,30, 2026 (in thousands):

Amounts represent the principal cash payments as of MarchJune 31,30, 2026 of our June 2030 Term Loan based on the repayment schedule according to the Amended and Restated Credit Agreement and the expected interest payments associated with the June 2030 Term Loan. See Note 7,6, “Debt” to our condensed consolidated financial statements for more information.

As of MarchJune 31,30, 2026, we had $2.7$1.2 million in non-current income tax payable, including interest and penalties, related to our income tax liability for uncertain tax positions. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities; therefore, such amounts are not included in the contractual cash obligation table above.

There have been no material changes to our critical accounting policies and estimates during the threesix months ended MarchJune 31,30, 2026 as compared to the critical accounting policies and estimates described in our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 25, 2026.