GoPro, Inc. filings document the regulatory record of a public camera-technology company with Class A common stock, product revenue, subscriptions and outsourced manufacturing relationships. Proxy statements cover board elections, shareholder voting matters, executive compensation, equity awards and equity compensation plan information.
Material-event reports record restructuring and exit-cost actions, leadership and compensatory-arrangement changes, credit agreement amendments, liquidity and financial covenant disclosures, subscription agreements, unregistered equity sales and patent-litigation updates involving GoPro camera products. Registration statements and other filings describe securities offerings, capital-structure matters, operating and financial results, material agreements and governance disclosures.
GoPro, Inc. is asking stockholders to approve a proposed merger with Action Acquisition LLC, under which GoPro would survive as the buyer’s majority-owned subsidiary. If completed, each eligible GoPro share would convert into 0.1 share of the surviving company’s Class A stock and $1.14 in cash. The cash amount could be reduced if GoPro’s net working capital, measured five business days before anticipated closing, is below negative $110 million. Parent would own approximately 90% of the surviving company’s Class A shares and current GoPro stockholders approximately 10%.
Completion requires approval by holders of a majority of GoPro’s outstanding voting power and satisfaction or waiver of other conditions. Midtown Equities committed up to $395 million in cash to Parent, alongside available GoPro cash, for consideration, specified debt payments and closing expenses; the merger has no financing condition. The Board recommends all five proposals, including a 1-for-2 to 1-for-10 reverse split at its discretion if stockholders approve, on or before March 31, 2027, without reducing authorized shares. At closing, Nicholas Woodman is expected to leave the Board and CEO role; Charles Tebele is expected to become Chairman and CEO.
GoPro, Inc. (GPRO) restated its unaudited results for the three and six months ended June 30, 2026, correcting accounting errors in liability-classified warrants and the embedded conversion derivative on its convertible debentures. For the quarter, revenue was $104.9 million versus $152.6 million and net loss was $51.2 million versus $16.4 million a year earlier; six-month revenue was $204.0 million versus $287.0 million and net loss was $127.5 million versus $63.1 million. The errors affected debt and derivative liabilities, interest and other expense, and net loss; GoPro said revenue, gross margin, operating loss, cash, operating cash flows, EBITDA and non-GAAP operating income were unchanged by the corrections.
At June 30, 2026, cash was $27.3 million and aggregate principal debt was $87.2 million. GoPro disclosed substantial doubt about its ability to continue as a going concern within one year after issuance, citing expected covenant noncompliance and insufficient projected liquidity. Specified defaults and events of default were waived by lenders and holders; the 2021 Credit Agreement required its $24.4 million outstanding balance to be repaid within 180 days after July 9, 2026. A material weakness remained unremediated as of June 30, and disclosure controls were ineffective as of that date.
GoPro, Inc. (GPRO) restated first-quarter 2026 results to correct valuation and accounting errors in liability-classified warrants and the embedded conversion derivative on convertible debentures. Revenue for the three months ended March 31, 2026 was $99.1 million, versus $134.3 million in 2025; net loss was $76.3 million, versus $46.7 million. The corrections affected debt, interest and other expense, and net loss; operating loss and operating cash flow were unchanged by the restatement.
As of March 31, 2026, cash was $40.7 million and aggregate principal debt was $99.9 million; net cash used in operating activities for the quarter was $36.6 million. Management concluded substantial doubt about GoPro’s ability to continue as a going concern within one year remains unalleviated. It expects ongoing losses and negative operating cash flows, and the $25.5 million outstanding under the 2021 Credit Agreement as of March 31, 2026 must be repaid within 180 days of July 9, 2026.
Management concluded internal control over financial reporting was not effective as of December 31, 2025; the material weakness remained unremediated as of March 31, 2026, and disclosure controls were not effective as of that date. Lenders and noteholders waived defaults on October 16, 2026, without fees or other consideration.
GoPro, Inc. restated its 2025 annual financial statements and interim statements for the three and nine months ended September 30, 2025, after errors in measuring lender warrants, their November 5, 2025 repricing, and related debt-discount amortization. The corrections affected warrant liabilities, debt discounts, interest expense, other income or expense, net loss, loss per share, and accumulated deficit, but not revenue, gross margin, operating loss, cash, EBITDA, or total operating cash flow. Separate restatements of the first- and second-quarter 2026 statements are also underway.
2025 revenue was $651.5 million, down 19%, and camera shipments fell 24.9% to 1.8 million; subscription and services revenue was $106.3 million, flat year over year. Net loss was $92.6 million versus $432.3 million in 2024, which included a $294.9 million U.S. deferred-tax valuation allowance. Adjusted EBITDA loss narrowed to $28.5 million from $71.6 million; operating cash used was $20.7 million versus $125.1 million.
Management concluded disclosure and financial-reporting controls were ineffective as of September 30 and December 31, 2025, due to a material weakness. GoPro reported that it did not meet the 1.25x minimum asset-coverage covenant at either date; waivers of resulting defaults were obtained October 16, 2026, without fees or other consideration.
GoPro, Inc. (GPRO) said its 2025 audited financial statements, third-quarter 2025 statements, and first- and second-quarter 2026 statements were materially misstated and should no longer be relied upon; it plans to restate them in amendments. Errors involved valuation of liability-classified warrants, a warrant repricing, debt discount amortization and embedded conversion derivatives in 2026 convertible debentures. At initial measurement on August 4, 2025, the warrant liability was understated and long-term debt overstated by $8.1 million.
The corrections change net loss and non-cash reconciliation items, but GoPro said revenue, gross margin, operating loss, cash, operating cash flows, EBITDA and non-GAAP operating income (loss) are unaffected; net cash used in operating activities remains unchanged. A material weakness in controls over financing-feature accounting left disclosure controls and internal control over financial reporting ineffective as of September 30, 2025, December 31, 2025, March 31, 2026 and June 30, 2026.
Errors constituted defaults or events of default under credit facilities, convertible debentures and senior secured notes. GoPro said it requested and obtained waivers, but cannot assure remaining waivers will be obtained on acceptable terms or at all. On October 16, 2026, term lenders waived minimum asset coverage ratio non-compliance as of September 30 and December 31, 2025.
GoPro, Inc. (GPRO) filed Prospectus Supplement No. 9 to its June 3, 2026 prospectus, which is part of its Registration Statement on Form S-1, to incorporate information from a Current Report on Form 8-K dated September 17, 2026.
The incorporated 8-K discloses that on September 16, 2026 GoPro received notice from Nasdaq that it has regained compliance with the Nasdaq minimum bid price requirement, after its Class A common stock maintained a closing bid price above $1.00 per share for at least ten consecutive business days. The supplement must be read together with the base prospectus and its prior amendments when evaluating any securities offering under the registration statement.
GoPro, Inc. (GPRO) has filed a prospectus supplement to its June 3, 2026 S-1 prospectus to incorporate a new Current Report on Form 8-K. The 8-K discloses that, after previously falling out of compliance, the company has now regained compliance with Nasdaq’s $1.00 minimum bid price requirement under the Nasdaq Listing Rules.
Nasdaq notified GoPro on September 16, 2026 that its Class A common stock again meets the listing standard after the stock maintained a closing bid price above $1.00 per share for at least ten consecutive business days
GoPro, Inc. (GPRO) reports that it has regained compliance with The Nasdaq Stock Market’s minimum bid price requirement under the Nasdaq Listing Rules. Nasdaq notified the company on September 16, 2026, after the Class A common stock maintained a closing bid price of at least $1.00 per share for at least ten consecutive business days. This follows an earlier Nasdaq notice on July 21, 2026, stating that GoPro was not in compliance with the minimum bid price requirement.
GoPro, Inc. (GPRO) received a Schedule 13D from its founder, CEO and chairman Nicholas Woodman and the Woodman Family Trust, reporting significant beneficial ownership of GoPro’s Class A common stock. Mr. Woodman may be deemed to beneficially own 46,238,278 Class A shares (including underlying Class B and warrants), representing approximately 20.6% of the outstanding Class A stock.
The Woodman Family Trust beneficially owns 45,446,219 Class A shares, or approximately 20.3% of the Class A stock, through direct holdings, convertible Class B shares, and a warrant. The filing follows GoPro’s announcement of an Agreement and Plan of Merger with Action Acquisitions LLC and Starman Optical, Inc., which triggered the warrant’s exercisability. The reporting persons state they may discuss or consider various strategic actions regarding their investment but do not currently have specific plans beyond what is described, apart from Mr. Woodman’s ongoing role as CEO and director.
GoPro, Inc. (GPRO) reports that on September 8, 2026 it issued a new $20,000,000 convertible debenture to YA II PN, Ltd. under a previously disclosed purchase agreement for up to $50,000,000 of convertible debentures. This issuance constitutes the Third Closing under that agreement, and no additional debentures will be issuable under it.
The new Convertible Debentures mature on August 26, 2027 and were issued at a 3.00% original issue discount. They bear no interest unless specified events occur, in which case the rate is 5.00% annually during certain adjustment periods, or 18.00% annually if the capped level of Conversion Shares is reached within six months or upon an uncured event of default. The debentures are convertible into Class A common stock at the lower of $1.35 or 98% of the lowest daily VWAP over the five trading days before conversion, subject to a conversion floor of $0.1736 and a 4.99% beneficial ownership limit for Yorkville and related parties. The associated prospectus supplement incorporates this current report into GoPro’s existing S-1 prospectus.