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. reported the results of its 2026 annual meeting of stockholders. Holders of 79,201,721 shares of Class A common stock and 250,360,700 shares of Class B common stock were present, representing 82.40% of eligible votes and constituting a quorum.
Stockholders elected seven directors to serve until the next annual meeting and ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026. They also approved the advisory resolution on executive compensation.
Stockholders approved an amendment to the 2024 Equity Incentive Plan to increase Class A common stock available for issuance by 13,000,000 shares. In addition, they approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares of Class A common stock issuable upon conversion of all convertible debentures and the removal of the exchange cap.
GoPro, Inc. registers for resale 11,076,968 warrants and up to 11,076,968 shares issuable upon exercise of those warrants, offered by a single selling stockholder pursuant to this prospectus.
The Warrants are immediately exercisable at an exercise price of $0.75 per share, may be exercised in whole or in part through August 1, 2035, and the Company will receive no proceeds from resales by the Selling Stockholder. The Warrants were issued in a private placement tied to a $50,000,000 second lien term facility and are subject to a 4.99% beneficial ownership limitation.
GoPro, Inc. registered the resale of up to 120,000,000 shares of its Class A common stock to permit the selling stockholder to resell Conversion Shares issuable upon conversion of convertible debentures.
The prospectus states the Company will receive no proceeds from these resales. The Convertible Debentures were issued under a February 27, 2026 Purchase Agreement and were issued at a 3.00% original issue discount; they are convertible subject to an Exchange Cap and a Beneficial Ownership Limitation of 4.99%. Conversion pricing is the lower of $1.1453 or 98% of the lowest 5-day VWAP (floor of $0.1736).
Shares outstanding used for context: 146,738,559 shares of Common Stock and 26,258,546 shares of Class B common stock as of May 22, 2026.
GoPro, Inc. registers Warrants to purchase up to 11,076,968 shares of Class A common stock for resale by a selling stockholder. The prospectus covers the resale of the Warrants and up to 11,076,968 Warrant Shares, exercisable at $0.75 per share through August 1, 2035.
The filing is a post-effective amendment to Form S-1 that incorporates consolidated financial statements and an explanatory update to Note 1 disclosing that there is substantial doubt about the company’s ability to continue as a going concern. The company will receive no proceeds from the resale by the selling stockholder; the registration simply permits resale.
GoPro, Inc. has filed Amendment No. 1 to its Form S-1 to register the resale of up to 120,000,000 shares of Class A common stock issuable upon conversion of outstanding and future convertible debentures. These are being offered by YA II PN, Ltd. and GoPro will not receive proceeds from their resale.
The amendment adds updated financial statements and clarifies that, due to developments after its prior annual report, there is now substantial doubt about GoPro’s ability to continue as a going concern. The convertible debentures total up to $50,000,000 in principal, are issued at a 3% discount, mature in August 2027, and convert at a variable price subject to a floor and Nasdaq share caps. As of May 22, 2026, GoPro had 146,738,559 Class A and 26,258,546 Class B shares outstanding, with the full 120,000,000 conversion shares representing a significant potential increase in the public float.
GoPro, Inc. is refiling its 2025 consolidated financial statements and auditor’s report to add explicit disclosure that there is substantial doubt about its ability to continue as a going concern. The updated note cites ongoing operating losses, negative operating cash flows, and looming covenant pressures on its credit facilities.
For 2025, GoPro generated $651.5 million in revenue and recorded a net loss of $93.5 million, with year-end cash and cash equivalents of $49.7 million. Total debt at December 31, 2025 included $19.6 million of short‑term debt and $44.3 million of long‑term debt, primarily a $49.8 million second‑lien term loan.
The company discloses past non‑compliance with covenants under its 2025 credit agreement that was cured via amendment and warns it does not expect to meet future minimum liquidity, EBITDA, and asset coverage covenants under both its 2021 revolver and 2025 term loan. GoPro notes that lenders may treat the revised going‑concern opinion as an event of default and that cross‑default provisions could make all borrowings immediately due, which it does not expect to be able to repay from existing liquidity.
Management outlines plans to seek additional financing, pursue waivers or amendments, evaluate strategic alternatives including a possible sale or merger, sell non‑critical assets, and execute a restructuring that reduces global headcount by about 23% with expected severance costs of $11.5–$15.0 million. Because many of these actions depend on third parties and are not yet fully implemented, the company concludes that substantial doubt about its ability to continue as a going concern remains.
GoPro, Inc. President and COO Brian McGee sold Class A shares in a pre-planned transaction and remains a large shareholder. He sold 130,631 shares of Class A Common Stock on May 20, 2026 at a weighted average price of about $0.9729 per share in an open-market sale executed under a previously adopted Rule 10b5-1 trading plan dated May 19, 2025. After this sale, he directly holds 947,123 Class A shares and has indirect beneficial ownership of 276 additional shares held by his spouse.