Welcome to our dedicated page for GoPro SEC filings (Ticker: GPRO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. (GPRO) has agreed to be acquired under an Agreement and Plan of Merger with Action Acquisitions LLC and its wholly owned subsidiary Starman Optical, Inc., which will merge with and into GoPro, leaving GoPro as a subsidiary of Action Acquisitions.
At closing, each share of GoPro common stock (other than canceled and dissenting shares) will be converted into the right to receive 0.1 share of common stock of the surviving corporation plus $1.14 in cash per share, without interest and subject to withholding taxes and a potential downward adjustment if net working capital falls below a threshold in the merger agreement. Unvested time-based RSUs and performance-based PSUs will be assumed and continue on the same terms, with accelerated vesting if the holder is terminated without cause after closing. Outstanding warrants will be canceled in exchange for a cash payment equal to their defined Black Scholes Value.
Closing is subject to conditions including majority stockholder approval, expiration or termination of the Hart-Scott-Rodino waiting period, absence of prohibitive governmental orders, accuracy of representations and warranties, compliance with covenants, and no Material Adverse Effect on GoPro. The board may consider and, subject to process and a match right, switch to a Superior Proposal, but GoPro could owe Parent a $10 million termination fee in specified cases. The merger agreement may be terminated if the merger is not completed by December 31, 2026. Midtown Equities LLC has committed to fund Parent at closing under an equity commitment letter.
GoPro, Inc. (GPRO) has agreed to be acquired by Action Acquisitions LLC through a merger in which Starman Optical, Inc., a wholly owned subsidiary of Action Acquisitions, will merge with and into GoPro, leaving GoPro as a subsidiary of Action Acquisitions. The GoPro board unanimously determined the merger is fair and in the best interests of stockholders and approved submitting it for stockholder adoption.
At closing, each share of GoPro common stock (other than canceled and dissenting shares) will be converted into the right to receive 0.1 share of common stock of the surviving corporation plus $1.14 in cash per share, subject to applicable taxes and a potential downward adjustment for any net working capital shortfall. Unvested time-based RSUs and performance-based PSUs will convert into awards over surviving-corporation shares on the same schedules, with accelerated vesting if the holder is terminated without cause after closing.
Outstanding GoPro warrants will be canceled and cashed out at their Black Scholes Value. Closing is subject to a majority stockholder vote, HSR antitrust clearance and absence of certain legal blocks or a material adverse effect. Either party may terminate if the merger is not completed by December 31, 2026, and GoPro may owe a $10 million termination fee in specified scenarios, including accepting a Superior Proposal.
GoPro, Inc. (GPRO) agreed on September 1, 2026 to be acquired by Action Acquisitions LLC through a merger in which Starman Optical, Inc., a wholly owned subsidiary of Action Acquisitions, will merge into GoPro, leaving GoPro as a subsidiary of Action Acquisitions. Each outstanding share of GoPro common stock (other than canceled and dissenting shares) will be converted at closing into the right to receive 0.1 share of common stock of the surviving corporation plus $1.14 in cash per share, before any potential downward adjustment for a net working capital shortfall under the merger agreement.
The GoPro board unanimously determined the merger agreement is fair and in the best interests of stockholders, approved it, and resolved to recommend stockholders adopt it, subject to customary fiduciary-out provisions. The merger is conditioned on majority stockholder approval, expiration or termination of applicable Hart‑Scott‑Rodino waiting periods, absence of legal prohibitions, the accuracy of representations and warranties, material compliance with covenants, and the absence of a Material Adverse Effect on GoPro.
Unvested time‑based RSUs and performance‑based PSUs will be assumed by the surviving corporation on the same schedules and conditions, with accelerated vesting if holders are terminated without cause after closing. Outstanding warrants will be canceled for a cash payment equal to their Black Scholes Value. GoPro is subject to non‑solicitation covenants but may consider and, subject to a match right, accept a Superior Proposal, in which case it may owe Parent a $10 million termination fee. Either party may terminate if the merger is not completed by December 31, 2026. Midtown Equities LLC has committed equity financing to Parent for amounts payable at closing.
GoPro, Inc. (GPRO) filed a prospectus supplement that incorporates its September 1, 2026 Current Report on Form 8-K into an existing Form S-1 prospectus. GoPro announced it has entered into an Agreement and Plan of Merger with Action Acquisitions LLC (Parent) and Starman Optical, Inc. (Merger Sub), under which Merger Sub will merge with and into GoPro, and GoPro will continue as the surviving corporation and become a subsidiary of Parent.
GoPro plans to file and furnish a proxy statement to its stockholders regarding this proposed transaction, and describes a range of risks and uncertainties that could affect completion and outcomes of the merger, including stockholder and regulatory approvals, possible competing proposals, and potential effects on its business during the pendency of the deal.
GoPro, Inc. (GPRO) filed a prospectus supplement to its S-1 registration statement to incorporate a new Current Report on Form 8-K. The 8-K discloses that on September 1, 2026, GoPro entered into an Agreement and Plan of Merger with Action Acquisitions LLC as parent and Starman Optical, Inc. as merger subsidiary.
Under the agreement, Starman Optical will merge with and into GoPro, with GoPro continuing as the surviving corporation and becoming a subsidiary of Action Acquisitions LLC. Completion is subject to various conditions, including stockholder approval and required regulatory approvals, and may be affected by competing proposals or possible termination of the merger agreement.
GoPro plans to file and furnish a proxy statement to stockholders regarding the proposed transaction and urges investors and stockholders to read it and other SEC filings when available. The filing also includes extensive forward-looking statements cautioning that numerous risks and uncertainties could cause actual results to differ from expectations.
GoPro, Inc. (GPRO) announced a definitive merger agreement under which Merger Sub, a subsidiary of Action Acquisitions LLC, will merge into GoPro, which will remain as the surviving corporation and a subsidiary of Parent and stay publicly listed on Nasdaq.
GoPro shareholders are expected to receive an aggregate $285 million in cash, or $1.14 per share, subject to a net working capital adjustment, and to own approximately 10% of the combined company. Approximately $92 million of GoPro’s outstanding debt will be repaid at closing, leaving a substantially debt‑free balance sheet. The combination is intended to recapitalize and reposition GoPro, adding Starman Optical’s U.S.-made optical transceiver business and expanding into AI data center, government, defense and aerospace markets while continuing GoPro’s existing consumer products and subscription and cloud platform. The deal has been approved by both companies’ boards and is expected to close by year‑end 2026, subject to stockholder and regulatory approvals and other customary conditions.
GoPro, Inc. (GPRO) received a Schedule 13G filing from investor Mark Edward Fischbach, reporting a significant passive ownership position in its Class A common stock. Fischbach reported beneficial ownership of 13,500,000 shares, representing 8.5% of the outstanding Class A common stock.
Fischbach reported sole voting power and sole dispositive power over all 13,500,000 shares, with no shared voting or dispositive power. The filing identifies him as a United States citizen, and confirms that these shares are held with full individual control over how they are voted and whether they are sold.
GoPro, Inc. (GPRO) reported that officer Stephen Jason Christopher, SVP and General Counsel, had 1,317 shares of Class A Common Stock withheld on 2026-08-17 at $0.6143 per share. These shares were relinquished to cover federal and state tax withholding from vested restricted stock units, leaving him with 380,007 directly held shares. The footnote states no shares were sold for any other purpose.
GoPro, Inc. (GPRO) reported that Brian Robert Tratt, its SVP and Chief Financial Officer, had 2,871 shares of Class A common stock withheld on 2026-08-17 at $0.6143 per share to pay federal and state tax withholding obligations arising from the vesting of restricted stock units. These shares were relinquished and cancelled by GoPro as an exempt transaction under Section 16b-3(e), and were not sold in the market. Following this, Tratt directly holds 332,769 shares, which includes 5,000 shares acquired under GoPro’s employee stock purchase plan on 2026-08-14, and indirectly holds 1,041 shares through his spouse.
GoPro, Inc. (GPRO) reported that its Chief Accounting Officer, Charles Lafrades, had 2,894 shares of Class A common stock withheld on August 17, 2026, in a code F transaction. According to the disclosure, all shares were relinquished and cancelled solely to cover federal and state tax withholding obligations arising from the vesting of restricted stock units, and were not sold on the market. After this tax-withholding transaction, Lafrades' directly held position is 161,556 shares of GoPro Class A common stock.