GoPro Files Preliminary Proxy Statement; Proposed Merger with Starman Optical on Track

GoPro obtained debt-default waivers after accounting errors required non-cash restatements of previously issued financial statements.

Rhea-AI Summary

GoPro (NASDAQ: GPRO) has filed a preliminary proxy statement with the SEC for its proposed merger with Starman Optical. Both companies reaffirmed their commitment to completing the transaction on the previously announced terms as quickly as possible; the merger remains proposed.

GoPro also amended its 2025 annual report and first- and second-quarter 2026 reports to restate financial statements for errors involving warrant accounting and valuation and measurement of an embedded conversion derivative liability. The adjustments are non-cash and do not affect previously reported revenue or operating cash flows for the affected periods. The errors and restatement constituted defaults or events of default under its credit facilities, convertible debentures and senior secured notes. GoPro obtained default waivers under each.

3 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.GoPro and Starman reaffirmed plans to complete the proposed merger on previously announced terms.
• Moderate pointDefault waivers obtained under each credit facility, convertible debentures and senior secured notes.
• Minor pointRevenue and operating cash flows unchanged for periods affected by the non-cash restatement.

Negative

• Major pointDefaults or events of default arose under credit facilities, convertible debentures and senior secured notes; waivers were obtained.
• Moderate pointFinancial restatements corrected warrant-related accounting errors and embedded conversion derivative liability measurement in previously issued statements.

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Details

Market Reaction – GPRO

+10.2% Peak in 1 min

$1.03 – $1.19 Day Range

$233.18M Mkt Cap at Last Price

On Oct 19, the day this news came out, the latest delayed price for GPRO is 7.62% above the previous close. Argus tracked a peak move of +10.2% during the session. Our momentum scanner has recorded 16 alerts for this stock so far that day. The latest delayed price is $1.13. Relative volume is very high at 3.7x the average.

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Previous Acquisition Reports

1 past event · Latest: Sep 01

Same Type 1 event

1. Sep 01

   Merger agreement

   24h Move

   +40.4%

   The definitive agreement established cash consideration, per-share payment, and GoPro stockholders' retained stake.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

preliminary proxy statement, convertible debentures, embedded conversion derivative liability, senior secured notes

4 terms

preliminary proxy statement regulatory

"filed a preliminary proxy statement with the Securities and Exchange Commission"

A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.

convertible debentures financial

"warrants issued in connection with the 2025 Credit Agreement"

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

embedded conversion derivative liability financial

"measurement of the embedded conversion derivative liability associated with the Convertible Debentures"

The recorded liability representing the fair‑value of an embedded conversion option inside a debt or other contract when that option must be accounted for separately as a derivative. Many convertible instruments combine a host contract (for example, a bond) and a conversion feature that lets the holder convert the instrument into equity or cash; if accounting rules require the conversion feature to be “bifurcated” rather than treated as part of the host, that feature is measured and reported as a derivative liability on the issuer’s balance sheet and changes in its fair value flow through earnings. Whether the conversion feature becomes a derivative liability depends on the contract’s settlement mechanics (for example, cash‑settlement or net‑share settlement) and the applicable accounting standard.

senior secured notes financial

"waivers from default under each of the facilities, convertible debentures and senior secured notes"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Companies reaffirm commitment to completing the proposed merger on previously announced terms

Financial restatement reflects non-cash accounting adjustments

SAN MATEO, Calif., Oct. 19, 2026 /PRNewswire/ -- GoPro, Inc. (NASDAQ: GPRO) today announced that it has filed a preliminary proxy statement with the Securities and Exchange Commission ("SEC") in connection with its previously announced proposed merger with Starman Optical, Inc.

"Filing the preliminary proxy is the next step toward closing, and we're working closely with Starman to complete the remaining steps efficiently," said Nicholas Woodman, Founder and CEO of GoPro.

"Both companies and management teams remain fully aligned and committed to completing the proposed transaction on the previously announced terms as quickly as possible," said Charles Tebele, Chief Executive Officer of Starman Holding. "Today's proxy statement is another signal that we are on track."

GoPro (the "Company") also announced that it has filed amendments to its Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and its Quarterly Report for the quarter ended June 30, 2026, with the SEC to restate certain previously issued financial statements due to accounting errors in the valuation related to certain warrants issued in 2025 in conjunction with the Company's debt agreements, errors in the accounting for certain warrants issued in connection with the 2025 Credit Agreement and measurement of the embedded conversion derivative liability associated with the Convertible Debentures issued in February 2026. The restatement involves non-cash accounting adjustments and does not affect the Company's previously reported revenue or operating cash flows for the impacted periods. As the historical accounting errors and consequent restatement constitute a default or event of default under each of the Company's credit facilities, convertible debentures and senior secured notes, the Company has requested and obtained waivers from default under each of the facilities, convertible debentures and senior secured notes.

Additional details regarding the restatement and proposed merger are available in the Company's SEC filings, including the Company's Current Report on Form 8-K filed on October 16, 2026.

About GoPro, Inc. (NASDAQ: GPRO)

GoPro helps the world capture and share itself in immersive and exciting ways.

Connect with GoPro on Instagram, YouTube, TikTok, Facebook, X, LinkedIn, and GoPro's blog, The Current. Members of the press can access official logos and imagery on our press portal. For more information, visit GoPro.com.

GoPro, HERO, MAX, MISSION and their respective logos are trademarks or registered trademarks of GoPro, Inc. in the United States and other countries.

Information and Where to Find It
This press release may be deemed to be solicitation material in respect of the proposed transaction involving GoPro and Starman Optical, Inc. ("Starman"). In connection with the proposed transaction, GoPro has filed with the SEC a preliminary proxy statement. This press release is not a substitute for the proxy statement or any other document that GoPro may file with the SEC or send to its stockholders in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS OF GOPRO ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, THAT ARE AVAILABLE OR WILL BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT GOPRO AND THE PROPOSED TRANSACTION. The materials filed and to be filed by GoPro will be made available to GoPro's investors and stockholders at no expense to them and copies may be obtained free of charge on GoPro's website at https://investor.gopro.com. In addition, all of those materials are or will be available at no charge on the SEC's website at www.sec.gov.

GoPro and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of GoPro stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of GoPro's executive officers and directors in the solicitation by reading GoPro's proxy statement for its 2026 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended, and the subsequent Quarterly Reports on Form 10-Q, as amended, and the proxy statement and other relevant materials that are filed or will be filed with the SEC in connection with the proposed transaction that are or will become available. Information concerning the interests of GoPro's participants in the solicitation, which may, in some cases, be different than those of GoPro's stockholders generally, are set forth in the proxy statement relating to the proposed transaction.

Note on Forward-Looking Statements
This press release may contain forward-looking statements including, among other things, statements regarding the potential benefits of the proposed transaction; the prospective performance and outlook of GoPro's business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to: (i) the ability to obtain the requisite approval from stockholders of GoPro; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for GoPro will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require GoPro to pay a termination fee or other expenses; (vi) the effect of the pendency of the proposed transaction on GoPro's ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; (vii) risks related to diverting management's attention from GoPro's ongoing business operations or the loss of one or more members of the management team; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which GoPro operates; (x) actions by third parties, including government agencies, (xi) uncertainty regarding the expected financial performance of GoPro following completion of the proposed transaction; (xii) failure to realize the anticipated benefits of the proposed transaction within the expected time frame or at all, including as a result of a delay in completing the proposed transaction; (xiii) the ability of GoPro to implement its business strategy; (xiv) the risk that additional information may become known or that other subsequent events may occur that would require GoPro to make additional adjustments to its financial statements, which could be material; (xv) risks related to the timing and results of GoPro's review of the effectiveness of internal control over financial reporting, remediation of the control deficiencies identified and GoPro's ability to implement and maintain effective internal control over financial reporting in the future, which may adversely affect the accuracy and timeliness of GoPro's financial reporting; (xvi) identification of errors in GoPro's financial reporting in the future that require us to restate previously issued financial statements, which may subject us to unanticipated costs or regulatory penalties and could cause investors to lose confidence in the accuracy and completeness of GoPro's financial statements; and (xvii) other risk factors detailed from time to time in GoPro's reports filed with the SEC, including GoPro's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC, including documents that are or will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive. Any forward-looking statements speak only as of the date of this communication. GoPro does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

 

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SOURCE GoPro, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the status of GoPro's proposed merger with Starman Optical?

GoPro has filed a preliminary proxy statement with the SEC, and the merger remains proposed. Both companies reaffirmed their commitment to completing the transaction on the previously announced terms as quickly as possible.

Why did GoPro restate its financial statements?

GoPro restated financial statements to correct warrant accounting and valuation errors and measurement of the embedded conversion derivative liability associated with convertible debentures issued in February 2026. The non-cash adjustments affect its 2025 annual report and first- and second-quarter 2026 reports, without changing previously reported revenue or operating cash flows for those periods.

Where can GoPro shareholders find documents before voting on the Starman Optical merger?

GoPro shareholders can obtain merger materials free of charge at investor.gopro.com and www.sec.gov as they become available. Shareholders are urged to read the proxy statement, other relevant materials, and any amendments or supplements before making a voting decision.