Corsair Gaming, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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Sep 30, 2026 · Filed Nov 5, 2026
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
- Description of Business
Corsair Gaming, Inc., a Delaware corporation, together with its subsidiaries (collectively, “Corsair”, the “Company”, “we”, “us”, or “our”), is a global provider and innovator of high-performance products for gamers, streamers, content creators, gaming PC builders, and sim racing enthusiasts.
Corsair is organized intotwo reportable segments:
Gamer and Creator Peripherals. Includes our high-performance gaming keyboards, mice, headsets, controllers, and our streaming products, which include 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.
Gaming Components and Systems. Includes our high-performance power supply units, cooling solutions, computer cases, DRAM modules, as well as high-end prebuilt and custom-built gaming PCs and laptops, and AI workstations, among others.
- Summary of Significant Accounting Policies
Basis of Presentation
The accompanying interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The accounting policies we follow are set forth in Part II, Item 8, Note 2, “Significant Accounting Policies”, of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 which was filed with the SEC on February 25, 2026.
The condensed consolidated balance sheet as of December 31, 2025, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed, combined or omitted pursuant to such rules and regulations. Therefore, these interim condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2025, included in our Annual Report on Form 10-K.
The interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of our condensed consolidated balance sheet as of September 30, 2026 and our results of operations for the three and nine months ended September 30, 2026 and 2025. The results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results expected for the current fiscal year or any other future periods.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Corsair and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. For consolidated entities where we own less than 100% of the equity, our consolidated net comprehensive income (loss) is reduced by the portion attributable to the noncontrolling interest. The ownership interest of other investors is recorded as noncontrolling interest in the condensed consolidated balance sheets.
In determining whether an entity is considered a controlled entity, we apply the VIE (variable interest entity) and VOE (voting interest entity) models. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, we consolidate the entity if we determine that we have a controlling financial interest in the entity through our ownership of greater than 50% of the outstanding voting shares of the entity and that other equity holders do not have substantive voting, participating or liquidation rights.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include, but are not limited to, the valuation of intangible assets, accounts receivable, sales return reserves, reserves for customer incentives, warranty reserves, inventories, derivative instruments, stock-based compensation, deferred income tax, and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the potential impacts from the events in the current economic and geopolitical environment. We adjust such estimates and assumptions when facts and circumstances dictate. The extent to which current macroeconomic conditions, including changes in trade regulations and tariffs, as well as developments in international trade regulations and agreements, continued geopolitical unrest, and regional conflicts and hostilities will impact our business going forward depends on numerous dynamic factors that we cannot reliably predict. Actual results could differ materially from those estimates. Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material impact on our results of operations, financial position and cash flows.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. Weadopted this standard effective January 1, 2026, prospectively. The adoption of this new standarddid not have a material impact on our condensed consolidated financial statements.
Accounting Pronouncements Issued but Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement (Topic 220) - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. This ASU requires additional disclosures about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation and depreciation. This ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ended December 31, 2027.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles, Goodwill and Other Internal-Use Software (Topic 350) - Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. This update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, though early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect the adoption to have a material effect on our consolidated financial statements. We expect to adopt this ASU for the fiscal year beginning January 1, 2028.
In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815) - Hedge Accounting Improvements. The amendments in this update are intended to more closely align hedge accounting with the economics of an entity’s risk management activities. This update is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, though early adoption is permitted. The amendments should be applied prospectively. We are currently evaluating the provisions of this ASU to determine its impact on our consolidated financial statements. We expect to adopt this ASU for the fiscal year beginning January 1, 2027.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements. The amendments provide a comprehensive list of required interim disclosures and introduce a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
- Fair Value Measurement
U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy is broken down into the following three levels of inputs that may be used to measure fair value:
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the measurement date.
Level 2—Pricing inputs are other than quoted prices in active market, which are either directly or indirectly observable as of the report date. The nature of these securities includes investments for which quoted prices are available but traded less frequently and investments that are fair valued using other securities, the parameters of which can be directly observed.
Level 3—Securities that have little to no pricing observability as of the report date. These securities are measured using management’s best estimate of fair value, where the inputs into the determination of fair value are not observable and require significant management judgment or estimation.
The following tables summarize the balances of our financial liabilities (in thousands) that were measured at fair value on a recurring basis, and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair value:
| (Level 1) | (Level 2) | (Level 3) | Total | |
|---|---|---|---|---|
| Assets: | ||||
| Foreign currency forward contracts(1) | $— | $403 | $— | $403 |
| Total assets | $— | $403 | $— | $403 |
| Liabilities: | ||||
| Contingent consideration payable (2) | $— | $— | $1,991 | $1,991 |
| Total liabilities | $— | $— | $1,991 | $1,991 |
| (Level 1) | (Level 2) | (Level 3) | Total | |
|---|---|---|---|---|
| Assets: | ||||
| Foreign currency forward contracts(1) | $— | $6 | $— | $6 |
| Total assets | $— | $6 | $— | $6 |
| Liabilities: | ||||
| Foreign currency forward contracts(1) | $— | $305 | $— | $305 |
| Total liabilities | $— | $305 | $— | $305 |
(1)
The fair values of the forward contracts were based on similar exchange traded derivatives and the related asset or liability is included within Level 2 of the fair value hierarchy.
(2)
In connection with our acquisition of assets of the sim racing business operated under the Trak Racer brand (refer to Note 5 for further details), we recorded a contingent consideration liability measured at fair value. Under the terms of the arrangement, a contingent consideration of up to $10.0 million is payable following atwelve-month earn-out period based on a scale of attainment of the projected upside to the acquired business’s contribution profit, net of payroll costs, as compared to the prior twelve-month period. The fair value was estimated using a Monte Carlo Simulation, a simulation-based measurement technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement. The preliminary allocation of purchase consideration for the Trak Racer acquisition was performed as of the acquisition date, August 4, 2026, which was close to the end of the reporting period. Management evaluated the key assumptions used to value the contingent consideration as of September 30, 2026, and determined there was no material change in its fair value from the acquisition date.
- Derivative Financial Instruments
From time to time, we enter into derivative instruments such as foreign currency forward contracts, to minimize the short-term impact of foreign currency exchange rate fluctuations on certain foreign currency denominated assets and liabilities. The derivative instruments are recorded at fair value in prepaid expenses and other current assets or other liabilities and accrued expenses on the condensed consolidated balance sheets. We do not designate such instruments as hedges for accounting purposes; accordingly, changes in the value of these contracts are recognized in each reporting period in other (expense) income, net in the condensed consolidated statements of operations. We donot enter into derivative instruments for trading purposes.
The foreign currency forward contracts generally mature withintwo months. The notional principal amount of outstanding foreign exchange forward contracts was$22.4 millionand $28.5 million as of September 30, 2026 and December 31, 2025, respectively. The net fair value gains recognized inother (expense) income, net in relation to these derivative instruments was$0.1 million and $0.2 million for the three months ended September 30, 2026 and 2025, respectively, and was $0.4 million and$(4.5) million for the nine months ended September 30, 2026 and 2025, respectively.
- Business Combination
Acquisition of Trak Racer Business
On August 4, 2026, the Company and certain of its wholly owned subsidiaries executed a Business Sale Agreement (“BSA”) to acquire substantially all of the assets of the sim racing business operated under the Trak Racer brand of Masten Enterprises Pty Ltd. and its affiliated entities (“Trak Racer”), which designs, manufactures, distributes and sells racing, flight, motorcycle and other simulation cockpits, chassis, rigs and related peripherals and accessories for gaming enthusiasts, professional sim racers, and commercial customers. The acquisition expands the Company’s sim racing product portfolio within its Gamer and Creator Peripherals segment.
The Trak Racer BSA was consummated on August 4, 2026 (the “Trak Racer Acquisition Date”). As the Trak Racer asset acquisition met the definition of a business, it has been accounted for as a business combination using the acquisition method of accounting. Trak Racer’s results of operations are included in our condensed consolidated statements of operations with effect from August 4, 2026.
The following table summarizes the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed as of the Trak Racer Acquisition Date. We will continue to reflect measurement period adjustments to the purchase price allocation, if any, in the period in which the adjustments are recognized.
| Amounts | |
|---|---|
| (In thousands) | |
| Inventories | $14,951 |
| Prepaid expenses and other current assets | 1,122 |
| Property and equipment, net | 634 |
| Identifiable intangible assets | 8,040 |
| Goodwill | 21,901 |
| Other liabilities and accrued expenses | (1,757) |
| Purchase consideration, net of cash acquired | $44,891 |
| Valuation | UsefulLife | |
|---|---|---|
| (In thousands) | (In years) | |
| Trade name | $5,500 | 15 |
| Developed technology | 2,300 | 10 |
| Customer relationships | 240 | 4 |
| Total identifiable intangible assets | $8,040 |
The total acquisition purchase consideration consisted of:
| Amounts | |
|---|---|
| (In thousands) | |
| Cash consideration paid | $37,002 |
| Deferred consideration payable (1) | 2,998 |
| Base purchase price | 40,000 |
| Net working capital adjustment (1) | 2,900 |
| Contingent consideration payable (2) | 1,991 |
| Purchase consideration, net of cash acquired | $44,891 |
(1)
Deferred consideration payable represents the portion of the base purchase price of $40.0 million withheld by the Company at closing under the BSA, payable to the sellers at a later date. The net working capital adjustment represents additional purchase price owed to the sellers because the final net working capital delivered at closing exceeded the estimate provided by the sellers at signing, as determined under the BSA’s purchase price adjustment provisions.
(2)
Refer to Note 3 for further details.
The fair value of the working capital related items, as well as the fair value of property and equipment approximated their book values at the Trak Racer Acquisition Date. Thefair value of acquired inventories was determined using a market participant approach, based on estimated selling prices less direct selling expenses and a reasonable profit allowance for the selling effort, discounted over theexpected holding period. For inventories where no significant value had been added prior to the acquisition date, cost approximates fair value. The difference between the fair value of the inventories and the book value recorded on the Trak Racer Acquisition Date was $4.7 million, of whichwe recognized $1.5 million in the condensed consolidated statements of operations, within“cost of revenue”, for the three and nine months ended September 30, 2026, upon the sale of the acquired inventory.
The goodwill of $21.9 million represents the strategic strengthening of our market presence by utilizing Trak Racer’s established brand, its product portfolio and existing market position, that is largely complementary to our Fanatec business. The goodwill is deductible for tax purposes and is assigned to our Gamer and Creator Peripherals reporting unit.
The $8.0 million identifiable intangible assets acquired include trade name of $5.5 million, developed technology of $2.3 million and customer relationships of $0.2 million. The fair values of the identified intangible assets were estimated primarily using the income approach and were based on inputs that are not observable in the market which we consider to be Level 3 inputs. These intangible assets are being amortized over their estimated useful lives, ranging from 4 to 15 years, using the straight-line method of amortization. The identifiable intangible assets acquired are deductible for tax purposes.
The acquisition-related costs incurred in the three and nine months ended September 30, 2026 were $0.7 million and $1.3 million, respectively, and these amounts are primarily reported within sales and general and administrative expenses in the condensed consolidated statements of operations.
Unaudited Pro Forma Financial Information
Pro forma information is not included because the effects of the Trak Racer Acquisition were not material to our condensed consolidated statements of operations for the periods presented.
- Goodwill and Intangible Assets
Goodwill
The following table summarizes the changes in the carrying amount of goodwill by reportable segment (in thousands):
| GamingComponentsandSystems | Gamer andCreatorPeripherals | Total | |
|---|---|---|---|
| Balance as of December 31, 2025 | $148,956 | $208,809 | $357,765 |
| Addition from business acquisition | — | 21,901 | 21,901 |
| Effect of foreign currency exchange rates | (7) | (333) | (340) |
| Balance as of September 30, 2026 | $148,949 | $230,377 | $379,326 |
Intangible assets, net
The following table is a summary of intangible assets, net (in thousands):
| September 30, 2026 | December 31, 2025 | |||||
|---|---|---|---|---|---|---|
| GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | |
| Developed technology | $30,312 | $20,451 | $9,861 | $31,912 | $19,891 | $12,021 |
| Trade name | 51,461 | 17,346 | 34,115 | 45,961 | 14,935 | 31,026 |
| Customer relationships | 217,110 | 197,237 | 19,873 | 216,869 | 180,962 | 35,907 |
| Patent portfolio | 35,996 | 30,878 | 5,118 | 36,450 | 27,624 | 8,826 |
| Supplier relationships | 5,906 | 4,676 | 1,230 | 5,997 | 3,997 | 2,000 |
| Total finite-life intangibles | 340,785 | 270,588 | 70,197 | 337,189 | 247,409 | 89,780 |
| Indefinite life trade name | 35,430 | — | 35,430 | 35,430 | — | 35,430 |
| Total intangible assets | $376,215 | $270,588 | $105,627 | $372,619 | $247,409 | $125,210 |
In the year when an identified intangible asset becomes fully amortized, the fully amortized balances from the gross asset and accumulated amortization amounts are removed from the table above.
The estimated future amortization expense of intangible assets as of September 30, 2026 is as follows (in thousands):
| Amounts | |
|---|---|
| Remainder of 2026 | $8,889 |
| 2027 | 26,042 |
| 2028 | 6,103 |
| 2029 | 4,421 |
| 2030 | 4,217 |
| Thereafter | 20,525 |
| Total | $70,197 |
- Balance Sheet Components
The following tables present the components of certain balance sheet amounts (in thousands):
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Cash | $134,595 | $97,183 |
| Restricted cash—short term | 1,360 | 1,400 |
| Restricted cash—noncurrent | 252 | 250 |
| Total cash and restricted cash | $136,207 | $98,833 |
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Accounts receivable (1) | $189,584 | $234,226 |
| Allowance for doubtful accounts | (326) | (326) |
| Accounts receivable, net | $189,258 | $233,900 |
(1)
As of September 30, 2026, two customers represented 37.1% and 11.2% of our accounts receivable, net balance, respectively. As of December 31, 2025, two customers represented 42.0% and 14.4% of our accounts receivable, net balance, respectively.
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Raw materials | $70,436 | $72,516 |
| Work in progress | 41,363 | 12,875 |
| Finished goods | 232,839 | 217,945 |
| Inventories | $344,638 | $303,336 |
As of September 30, 2026, consigned inventories included within our raw material and work in progress were $7.6 million and $28.0 million, respectively. As of December 31, 2025, consigned inventories included within our raw material and work in progress were $1.2 million and $12.0 million, respectively.
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Prepaid inventory (1) | $39,560 | $856 |
| Prepaid expenses | 8,743 | 7,671 |
| Others | 19,336 | 21,112 |
| Prepaid expenses and other current assets | $67,639 | $29,639 |
(1)
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Manufacturing equipment | $34,700 | $30,957 |
| Leasehold improvements | 23,074 | 23,260 |
| Computer equipment, software and office equipment | 21,904 | 19,194 |
| Furniture and fixtures | 7,991 | 7,337 |
| Total property and equipment | 87,669 | 80,748 |
| Less: Accumulated depreciation and amortization | (58,764) | (49,234) |
| Property and equipment, net | $28,905 | $31,514 |
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Right-of-use assets | $60,752 | $57,600 |
| Deferred tax asset | 13,724 | 11,371 |
| Call option to acquire business, at cost (1) | 4,810 | — |
| Non-marketable equity investment | 2,750 | — |
| Other | 4,482 | 4,616 |
| Other assets | $86,518 | $73,587 |
(1)
On July 31, 2026, the Company completed a Collaboration and License Agreement (the “License Agreement”) and a related Call Option Agreement (the “Call Option Agreement”) with a privately held software technology company (the “Counterparty”). The arrangement grants the Company an exclusive, worldwide license to integrate the Counterparty’s technology into its products and an exclusive option to acquire 100% of the Counterparty’s outstanding equity.
Under the License Agreement, the Company paid the Counterparty a one-time, non-refundable cash payment of $6.0 million. The payment represents consideration for both the license rights and the call option. The Company allocated the payment between the various elements in the agreement on a relative fair value basis, resulting in $4.8 million allocated to the call option. The Call Option Agreement grants the Company an option to acquire all of the Counterparty’s outstanding equity for a purchase price of $60.0 million in cash, subject to a quality-of-earnings adjustment, with aggregate consideration capped at $72.0 million, adjusted for the $6.0 million payment already paid. Exercise of the option and consummation of any acquisition remain subject to negotiation of definitive acquisition agreements and customary closing conditions, including the Counterparty’s board and stockholder approvals.
The Company’s exclusive right to the option is effectively limited to the period through March 31, 2027, after which it becomes non-exclusive. Absent exercise of the option or termination by the Counterparty, the option expires on September 30, 2027. As of the date these condensed consolidated financial statements were issued, the Company had not exercised the call option.
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Accrued reserves for customer incentive programs | $52,453 | $61,173 |
| Accrued reciprocal inventory purchases (1) | 40,813 | 1,040 |
| Accrued reserves for sales returns | 36,429 | 37,760 |
| Accrued payroll and related expenses | 21,378 | 26,830 |
| Operating lease liabilities, current | 18,006 | 16,400 |
| Accrued freight expenses | 13,546 | 16,037 |
| Sales and use tax and value-added tax payable | 4,727 | 11,087 |
| Accrued warranty | 7,214 | 8,065 |
| Contract liabilities | 5,977 | 8,998 |
| Other | 27,211 | 24,885 |
| Other liabilities and accrued expenses | $227,754 | $212,275 |
(1)
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Operating lease liabilities, noncurrent | $53,868 | $52,785 |
| Other | 3,647 | 3,010 |
| Other liabilities, noncurrent | $57,515 | $55,795 |
Nonmonetary Transactions
The sales and purchases of inventory with our manufacturers are accounted for asnonmonetary transactions. Upon sale of raw materials to the manufacturer, for the inventories on-hand with the manufacturer where there is an anticipated reciprocal purchase by us, we record this nonmonetary transaction as prepaid inventories and accrued liabilities. When we transact the reciprocal purchase of inventory from the manufacturer, we record a payable to the manufacturer at the purchase price, which replaces the initial nonmonetary transaction and inventory is reflected at carrying value, which includes the costs for the raw materials and the incremental costs charged by the manufacturer for additional work performed on the inventory. In connection with such nonmonetary transactions with our manufacturers, as of September 30, 2026, we recognized $39.6 million of prepaid inventory in Prepaid expenses and other current assets and reciprocal accrual of $40.8 million in Other liabilities and accrued expenses and as of December 31, 2025, we recognized $0.9 million of prepaid inventory in Prepaid expenses and other current assets and reciprocal accrual of $1.0 million in Other liabilities and accrued expenses.
In connection with these arrangements, the non-cash reclassification of raw materials from inventories to prepaid expenses and other current assets has been excluded from the condensed consolidated statements of cash flows pursuant to ASC 230, while cash paid to vendors for raw materials and cash received from manufacturers are reflected within operating activities.
- Debt
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 our total net leverage ratio.
The following table presents the carrying value of our term loans (in thousands):
| September 30,2026 | December 31,2025 | |
|---|---|---|
| June 2030 Term Loan | $117,188 | $121,875 |
| Debt discount and issuance cost, net of amortization | (435) | (533) |
| Total debt | 116,753 | 121,342 |
| Less: debt maturing within one year, net | 6,125 | 6,120 |
| Long-term debt, net | $110,628 | $115,222 |
As of September 30, 2026, the estimated fair value of the June 2030 Term Loan, which we have classified as a Level 2 financial instrument, was approximately $119.3 million.
The unused capacity of the June 2030 Revolving Facility was $99.4 million and $99.5 million as of September 30, 2026 and December 31, 2025, respectively.
The effective interest rate for our term loans, inclusive of the amortization of debt discount and debt issuance costs, was approximately 5.41% and 6.07% for the three months ended September 30, 2026 and 2025, respectively, and was approximately 5.34% and 6.14% for the nine months ended September 30, 2026 and 2025, respectively.
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 of the Amended and Restated Credit Agreement, 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 September 30, 2026, we were fully in compliance 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 of our assets and the assets of the guarantor subsidiaries, subject to certain exceptions detailed in the Amended and Restated Credit Agreement and related ancillary documentation.
The following table summarizes the interest expense recognized for all periods presented (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Contractual interest expense for term loan | $1,574 | $1,859 | $4,718 | $6,547 |
| Contractual interest expense for revolving facility | — | 81 | — | 81 |
| Amortization of debt discount and issuance cost | 58 | 58 | 174 | 353 |
| Other | 59 | 55 | 164 | 224 |
| Total interest expense | $1,691 | $2,053 | $5,056 | $7,205 |
The future principal payments under our total long-term debt as of September 30, 2026 are as follows (in thousands):
| Amounts | |
|---|---|
| Remainder of 2026 | $1,563 |
| 2027 | 6,250 |
| 2028 | 6,250 |
| 2029 | 6,250 |
| 2030 | 96,875 |
| Thereafter | — |
| Total debt | $117,188 |
- Commitments and Contingencies
Product Warranties
Changes in our assurance-type warranty obligations were as follows (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Beginning of the period | $6,642 | $5,311 | $8,065 | $8,759 |
| Liabilities assumed from business acquisition | 20 | — | 20 | — |
| Warranty provision related to products shipped | 2,388 | 2,473 | 4,086 | 4,447 |
| Deductions for warranty claims processed | (1,836) | (2,069) | (4,957) | (7,491) |
| End of period | $7,214 | $5,715 | $7,214 | $5,715 |
Unconditional Purchase Obligations
In the normal course of business, we enter into various purchase commitments for goods or services. Our long-term non-cancelable purchase commitments consist primarily of multi-year contractual arrangements relating to subscriptions for our enterprise resource planning system and the related support services, in addition to commitments related to other cloud computing hosting arrangements. Total long-term non-cancelable purchase commitments as of September 30, 2026 and December 31, 2025 were $2.0 million and $3.9 million, respectively.
Contingent Consideration Payable - Trak Racer
In connection with our acquisition of assets of the sim racing business operated under the Trak Racer brand, we recorded a contingent consideration liability measured at fair value. Refer to Note 3 for further details.
Letters of Credit
Letters of credit outstanding as of September 30, 2026 and December 31, 2025 were $0.6 million and $0.5 million, respectively. No amounts have been drawn upon the letters of credit for thenine months ended September 30, 2026 and for the year ended December 31, 2025, respectively.
Legal Proceedings
We may from time to time be involved in various claims and legal proceedings of a character normally incidental to the ordinary course of business. Litigation can be expensive and disruptive to normal business operations, and the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and events related thereto unfold. We expense legal fees as incurred and we record a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on currently available information, we believe there are no existing claims or proceedings that are likely to have a material adverse effect on our financial position, or the outcome of these matters is currently not determinable. An unfavorable outcome to any legal matter, if material, could have an adverse effect on our operations or our financial position, liquidity, results of operations or cash flows.
Indemnification
In the ordinary course of business, we may provide indemnifications of varying scope and terms with respect to certain transactions. We have entered into indemnification agreements with directors and certain officers and employees that will require Corsair, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon Corsair to provide indemnification under such agreements, and thus, there areno claims that we are aware of that could have a material effect on our condensed consolidated balance sheets, statements of operations, or statements of cash flows. We currently maintain directors’ and officers’ insurance.
- Stockholders’ Equity
Share Repurchase Program
On January 30, 2026, the Board of Directors authorized us to repurchase up to $50.0 million of our outstanding shares of common stock. This represents Corsair’s first repurchase authorization. This program has no expiration date and may be suspended or discontinued at any time.
There wereno share repurchases for the three months ended September 30, 2026. As of September 30, 2026, approximately $45.0 million remained available under this program.
Shelf-Registration Statement
On August 7, 2025, we filed a shelf registration statement on Form S-3 with the SEC, which was declared effective on August 15, 2025 (the “2025 Shelf Registration Statement”). The 2025 Shelf Registration Statement registered securities to be offered by us, in an amount up to $300.0 million, including common stock, preferred stock and warrants through August 15, 2028. As of September 30, 2026, all$300.0 million remained unsold. The shelf also registered 56,300,771 shares held by certain selling securityholders, all of which remained unsold as of September 30, 2026.
- Equity Incentive Plans and Stock-Based Compensation
As of September 30, 2026, we have two active equity incentive plans: the 2020 Equity Incentive Plan and the Employee Stock Purchase Plan (“ESPP”).
From time to time, we may grant options, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain members of our management team under the 2020 Equity Incentive Plan.
In February 2026, we granted PSUs (“2026 PSUs”) to certain members of our management team under the 2020 Equity Incentive Plan. Vesting of the 2026 PSUs is conditional upon the achievement of certain financial performance targets tied to the year ending December 31, 2026, and therefore, no 2026 PSUs vested in the three or nine months ended September 30, 2026. The number of units that may be earned ranges from 0% to 200% of the target shares based on the achievement of the performance conditions, with vesting subject to such performance achievement and continued service. In the event the minimum targets are not achieved, no 2026 PSUs would vest.
In February 2025, we granted PSUs (“2025 PSUs”) to certain members of our management team under the 2020 Equity Incentive Plan. Vesting of the 2025 PSUs is conditional upon the achievement of certain financial performance targets tied to the Company’s 2025 financial performance and the number of 2025 PSUs earned was certified and approved by the Board in February 2026. One-third of the earned 2025 PSUs vested in the first quarter of 2026, with the remaining two-thirds vesting quarterly over the subsequent two years, subject to continued service.
We measure and recognize compensation for all stock-based compensation awards, including stock options, stock purchase rights, RSUs and PSUs, based upon the grant-date fair value of those awards. The grant-date fair value of our stock options and stock purchase rights is estimated using a Black-Scholes-Merton option-pricing model. The fair value of our RSUs and PSUs are calculated based on the market value of our stock at the grant date.
The following table summarizes stock-based compensation expense by line item in the condensed consolidated statements of operations (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Cost of revenue | $586 | $445 | $1,676 | $1,517 |
| Sales, general and administrative | 5,271 | 4,089 | 15,619 | 20,205 |
| Product development | 645 | 653 | 1,836 | 2,122 |
| Stock-based compensation expense, net of amounts capitalized (1) | $6,502 | $5,187 | $19,131 | $23,844 |
| Excess income tax benefits (deficiencies) related to stock-based compensation expense | $130 | $134 | $335 | $249 |
(1)
Stock-based compensation expense capitalized was not material for each of the periods presented.
The following table summarizes by type of grant, the total unrecognized stock-based compensation expense and the remaining period over which such expense is expected to be recognized (in thousands, except number of years):
| Unrecognized Expense | Remaining Weighted Average Period (In Years) | |
|---|---|---|
| Stock options | $12,551 | 2.8 |
| RSUs | 21,972 | 2.9 |
| PSUs | 2,090 | 2.1 |
| ESPP | 528 | 0.4 |
| Total unrecognized stock-based compensation expense | $37,141 | |
- Net Income (Loss) Per Share
The following table summarizes the calculation of basic and diluted net income (loss) per share (in thousands, except per share amounts):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Numerator | ||||
| Net income (loss) | $(2,387) | $(10,392) | $19,819 | $(41,015) |
| Less: Net income attributable to noncontrolling interest | 170 | 237 | 749 | 935 |
| Net income (loss) attributable to Corsair Gaming, Inc. | (2,557) | (10,629) | 19,070 | (41,950) |
| Change in redemption value of redeemable noncontrolling interest | 96 | 1,095 | (2,839) | 5,348 |
| Net income (loss) attributable to common stockholders of Corsair Gaming, Inc. | $(2,461) | $(9,534) | $16,231 | $(36,602) |
| Denominator | ||||
| Basic weighted-average shares outstanding | 108,706 | 106,289 | 107,648 | 105,802 |
| Effect of dilutive securities | — | — | 1,972 | — |
| Total diluted weighted-average shares outstanding | 108,706 | 106,289 | 109,620 | 105,802 |
| Net income (loss) per share attributable to common stockholders of Corsair Gaming, Inc.: | ||||
| Basic | $(0.02) | $(0.09) | $0.15 | $(0.35) |
| Diluted | $(0.02) | $(0.09) | $0.15 | $(0.35) |
| Anti-dilutive potential common shares (1) | 14,867 | 14,455 | 10,897 | 14,319 |
(1)
Potential common share equivalents were not included in the calculation of diluted net income (loss) per share as the effect would have been anti-dilutive.
- Income Taxes
The following table presents our income (loss) before income taxes, income tax expense and effective income tax rates for all periods presented (in thousands, except percentages):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Income (loss) before income taxes | $(1,397) | $(8,312) | $20,622 | $(37,243) |
| Income tax expense | (990) | (2,080) | (803) | (3,772) |
| Effective tax rate | (70.9)% | (25.0)% | 3.9% | (10.1)% |
We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have statutory tax rates different from those in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to U.S. income, the utilization of net operating loss and tax credit carry forwards, changes in geographic mix of income and expense, changes in management's assessment of matters such as the ability to realize deferred tax assets, and changes in tax laws.
Our effective tax rates were tax expense of(70.9)% and(25.0)% for the three months ended September 30, 2026 and 2025, respectively. Our effective tax rates were tax expense of 3.9% and(10.1)% for the nine months ended September 30, 2026 and 2025, respectively. The U.S. tax provision for the three months and nine months ended September 30, 2026 and 2025 was consistently recorded based on actual quarterly tax provision in lieu of annual projected effective tax rate. The change in our effective tax rate for the three months ended September 30, 2026, compared to the prior year period, was primarily driven by changes in the geographic mix of income and losses across jurisdictions and the continued application of a full valuation allowance against our U.S. deferred tax assets, which limited the tax benefit on the U.S. pre-tax loss, combined with an increase in foreign pre-tax income.
For the nine months ended September 30, 2026, the effective tax rate was similarly impacted by jurisdictional earnings mix and the Netherlands audit settlement, as well as a discrete tax benefit of approximately $1.0 million recognized in the current period related to an internal reorganization and intellectual property transfer from the U.K. to the U.S.
We assess our deferred tax assets and liabilities to determine if it is more likely than not that they will be realized; if not, a valuation allowance is required to be recorded. Previously, in the third quarter of 2024, we reached a cumulative loss position over the previous three years, and with consideration of other negative evidence, we concluded that it is more likely than not that we will not realize our U.S. federal and state deferred tax assets. As a result of the foregoing, a full valuation allowance was recorded for the quarter ended September 30, 2024. The deferred tax liability related to indefinite-lived assets was excluded from sources of future taxable income, as the timing of its reversal cannot be predicted due to the nature of its indefinite life.
Unrecognized tax benefits were $1.7 million as of September 30, 2026 and $3.8 million as of December 31, 2025, respectively, and if recognized, would favorably affect the effective income tax rate in future periods.
- Segment and Geographic Information and Major Customers
Operating segments are based on components of a company that engage in business activity that earn revenue and incur expenses and (a) whose operating results are regularly reviewed by its chief operating decision maker (“CODM”) to make decisions about resource allocation and performance and (b) for which discrete financial information is available. By this definition, we have identified our Chief Executive Officer as the CODM. We operate and report intwo segments:
Gamer and Creator Peripherals. Includes our high-performance gaming keyboards, mice, headsets, controllers, and our streaming products, which include 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.
Gaming Components and Systems. Includes our high-performance power supply units, cooling solutions, computer cases, DRAM modules, as well as high-end prebuilt and custom-built gaming PCs and laptops, and AI workstations, among others.
We believe that this structure reflects our current operational and financial management, and that it provides the best structure for us to focus on growth opportunities while maintaining financial discipline.
Our CODM reviews net revenue, and gross profit of these segments on a regular basis to evaluate the performance of, and allocates resources to, each of the two segments. The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating resources to the segments. Our CODM manages assets on a total company basis, not by operating segments; therefore, segmental asset information is not presented.
Segment Profit and Loss
The tables below present the reportable segment profit and loss measure - segment gross profit for each of the periods presented (in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | |||||
|---|---|---|---|---|---|---|
| Gamer and Creator Peripherals | Gaming Components and Systems | Total | Gamer and Creator Peripherals | Gaming Components and Systems | Total | |
| Net revenue(1) | $116,481 | $250,544 | $367,025 | $112,660 | $233,103 | $345,763 |
| Less: | ||||||
| Inventory costs (2) | 62,187 | 195,124 | 257,311 | 60,971 | 183,477 | 244,448 |
| Other segment items (3) | 9,254 | 2,634 | 11,888 | 7,397 | 822 | 8,219 |
| Total cost of revenue | 71,441 | 197,758 | 269,199 | 68,368 | 184,299 | 252,667 |
| Gross profit | $45,040 | $52,786 | $97,826 | $44,292 | $48,804 | $93,096 |
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||
|---|---|---|---|---|---|---|
| Gamer and Creator Peripherals | Gaming Components and Systems | Total | Gamer and Creator Peripherals | Gaming Components and Systems | Total | |
| Net revenue(1) | $355,675 | $680,197 | $1,035,872 | $327,275 | $708,350 | $1,035,625 |
| Less: | ||||||
| Inventory costs (2) | 185,805 | 508,976 | 694,781 | 175,417 | 554,087 | 729,504 |
| Other segment items (3) | 22,496 | 452 | 22,948 | 20,063 | 4,729 | 24,792 |
| Total cost of revenue | 208,301 | 509,428 | 717,729 | 195,480 | 558,816 | 754,296 |
| Gross profit | $147,374 | $170,769 | $318,143 | $131,795 | $149,534 | $281,329 |
(1)
There are no intersegment revenues between the reportable segments in the periods presented.
(2)
Represents the significant expense in the reportable segment’s profit or loss measure (i.e., gross profit), aligning with the segment-level information that is regularly provided to our CODM. Total inventory costs for the reportable segment include costs of purchases from contract manufacturers, and capitalized direct overhead costs recognized in cost of revenue for the periods presented.
(3)
Represents other segment items incurred in the periods presented, including inbound freight costs, duties and tariffs, warranty replacement cost to process and rework returned items, overhead and excess and obsolete inventory write-downs, and other costs. These costs are netted with inventory cost adjustments for product returns in the periods presented.
Revenue by Major Customer
The following table sets forth the customer that individually comprised 10% or more of our total net revenue for the periods presented:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Customer A | 22.2% | 29.5% | 24.5% | 29.3% |
No other customer represented 10% or more of our total net revenue in the periods presented.
Revenue by Major Products
The following table sets forth our net revenue by major product category for the periods presented (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Gamer and Creator Peripherals | ||||
| Gaming Peripherals products | $116,481 | $112,660 | $355,675 | $327,275 |
| Gaming Components and Systems segment | ||||
| Memory products | 167,299 | 117,179 | 439,874 | 363,242 |
| Other Component products | 83,245 | 115,924 | 240,323 | 345,108 |
| Total net revenue | $367,025 | $345,763 | $1,035,872 | $1,035,625 |
Geographic Information
The following table summarizes our net revenue by geographic region based on the location of the customer (in thousands):
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| United States | $149,527 | $139,586 | $447,324 | $453,906 |
| Americas (excluding United States) (1) | 23,459 | 21,249 | 67,392 | 65,747 |
| Europe and Middle East (1) | 134,588 | 139,140 | 364,631 | 385,230 |
| Asia Pacific (1) | 59,451 | 45,788 | 156,525 | 130,742 |
| Total net revenue | $367,025 | $345,763 | $1,035,872 | $1,035,625 |
(1)
No individual country, other than disclosed above, represented 10% or more of our consolidated net revenue in the periods presented.
- Redeemable Noncontrolling Interest (“RNCI”)
We hold an 81% controlling interest in iDisplay, with the remaining 19% owned by the seller of iDisplay (“iDisplay Seller”). The remaining 19% interest is subject to a put option held by the iDisplay Seller withinone year after the fifth anniversary of July 1, 2024 and a call option held by Corsair at any time after the second anniversary of July 1, 2024, with exercise prices based on certain prescribed multiples of iDisplay’s historical trailing twelve-month EBITDA, less any debt.
Since the redemption of the noncontrolling interestis not solely within our control, the carrying value of the remaining 19% interest in iDisplay is classified as temporary equity in our consolidated balance sheet.
The following table presents the changes in RNCI for the periods presented (in thousands):
| Three Months EndedSeptember 30, · Nine Months EndedSeptember 30, | ||||||
|---|---|---|---|---|---|---|
| 2026 · 2025 · 2026 · 2025 | ||||||
| Balance at beginning of period | $15,498 | $11,274 | $12,197 | $15,149 | ||
| Share of net income | 170 | 237 | 749 | 935 | ||
| Share of other comprehensive income (loss) | — | (71) | (38) | 103 | ||
| Dividend paid | — | (175) | (494) | |||
| Change in redemption value | (96) | (1,095) | 2,839 | (5,348) | ||
| Balance at end of period | $15,572 | $10,345 | $15,572 | $10,345 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.