Every 424B that GoPro, Inc. (GPRO) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow GPRO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GPRO filings page.
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 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.
GoPro, Inc. (GPRO) filed a prospectus supplement that incorporates a new Current Report describing a financing transaction with YA II PN, Ltd. (Yorkville). On September 8, 2026, GoPro issued a $20,000,000 convertible debenture to Yorkville under a previously disclosed purchase agreement for up to $50,000,000 in convertible debentures. This issuance is the Third Closing under that agreement and no additional debentures will be issuable under it. The debenture carries a 3.00% original issue discount, matures on August 26, 2027, and generally bears no interest unless specified triggers occur, when the rate increases to 5.00% or, in certain cases, 18.00%. It is convertible into Class A common stock at the lower of $1.35 or 98% of the lowest five-day VWAP before conversion, subject to a $0.1736 floor and a 4.99% beneficial ownership cap. The debenture and related conversion shares were issued in a private placement relying on Section 4(a)(2) of the Securities Act.
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) 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. reports significant financial strain for the six months ended June 30, 2026, with total revenue of $203.999 million, down 28.9% from 2025, and a net loss of $131.825 million. Operating cash outflow was $47.402 million, and cash and equivalents fell to $27.265 million.
The company discloses substantial doubt about its ability to continue as a going concern due to ongoing losses, limited liquidity, and an aggregate principal debt balance of $87.2 million. GoPro was repeatedly out of compliance with covenants under its 2021 and 2025 credit agreements and relied on waivers; all obligations under these facilities and Convertible Debentures are now classified as current.
Management is exploring strategic alternatives, including a potential sale or merger, asset sales, new financing, and expansion into defense and aerospace markets, and has announced a restructuring to reduce its global workforce by approximately 23%. GoPro also recognized an $18.9 million IEEPA tariff refund, reducing cost of revenue, though related proceeds tied to a transferred claim will be remitted to a lender.
GoPro, Inc. filed a prospectus supplement that incorporates its Quarterly Report for the period ended June 30, 2026 into its existing Form S-1 resale registration. The report shows six‑month 2026 revenue of $204.0 million, down from $287.0 million, and a net loss of $131.8 million. Operating loss was $96.2 million and operating cash flow was an outflow of $47.4 million.
As of June 30, 2026, GoPro reported cash and cash equivalents of $27.3 million, total debt principal of $87.2 million, and a negative stockholders’ equity of $32.7 million, with an accumulated deficit of $906.9 million. The company disclosed repeated non‑compliance with covenants under its 2021 and 2025 credit agreements, cured or waived through July 9, 2026, and reclassified all obligations under these facilities and its Convertible Debentures as current.
Management concluded that conditions including ongoing losses, negative cash flows, covenant pressures, required refinancing of a $24.4 million facility within 180 days of July 9, 2026, and dependence on external capital raise substantial doubt about GoPro’s ability to continue as a going concern. GoPro is pursuing strategic alternatives, cost reductions including a workforce reduction of about 23%, refinancing options, and potential new markets such as defense and aerospace.
GoPro, Inc. filed a prospectus supplement that incorporates its latest Current Report on Form 8‑K into an existing Form S‑1 prospectus. The 8‑K reports that on July 21, 2026, GoPro received a notice from Nasdaq that its Class A common stock is not in compliance with Nasdaq Listing Rule 5450(a)(1) because the minimum bid price has been below $1.00 per share for 30 consecutive business days.
Under Nasdaq Marketplace Rule 5810(c)(3)(A), GoPro has 180 calendar days to regain compliance by having its minimum bid price at or above $1.00 per share for at least 10 consecutive business days. The notice has no immediate effect on the listing or trading of GoPro’s Class A common stock on the Nasdaq Global Select Market, where it continues to trade under the symbol “GPRO”.
GoPro, Inc. filed a prospectus supplement that incorporates a new Current Report, which discloses that on July 21, 2026 the company received a notice from Nasdaq that it is not in compliance with Nasdaq Listing Rule 5450(a)(1). The minimum bid price of GoPro’s Class A common stock had been below $1.00 per share for 30 consecutive business days, triggering the deficiency notice.
Under Nasdaq Marketplace Rule 5810(c)(3)(A), GoPro has 180 calendar days to regain compliance by having its minimum bid price at or above $1.00 per share for at least 10 consecutive business days. The company states that the notification has no immediate effect on the listing or trading of its Class A common stock on the Nasdaq Global Select Market, where it continues to trade under the symbol GPRO.
GoPro, Inc. updates its prospectus to reflect a financing completed on July 9, 2026. The company received $20 million in gross proceeds from entities affiliated with CEO Nicholas Woodman, issuing senior secured notes with an aggregate principal amount of $20,000,000 and Warrants exercisable for 25,706,940 shares of Class B common stock.
GoPro also amended its Revolving Credit Agreement with Wells Fargo, increasing interest by 1.00% to base rate plus 3.50% or SOFR plus 0.10% plus 4.50%. A related fee letter provides for a $5.0 million restructuring fee tied to certain bankruptcy events, a $1.0 million success fee 181 days after July 9, 2026, stepped-up weekly repayments from $250,000 to $1.0 million, and requires full repayment via refinancing, sale or other transaction within 180 days.
GoPro, Inc. filed a prospectus supplement that incorporates a recent report describing a financing transaction with entities affiliated with its CEO and related credit agreement amendments. On July 9, 2026, the company received $20 million in gross proceeds and issued senior secured notes with an aggregate principal amount of $20,000,000 plus warrants exercisable for 25,706,940 shares of Class B common stock.
The company amended its Revolving Credit Agreement with Wells Fargo, increasing interest on revolving loans to the base rate plus a 3.50% margin for base-rate loans or SOFR plus 0.10% plus a 4.50% margin for SOFR loans and making further borrowings discretionary for lenders. A supplemental fee letter provides for a $5.0 million restructuring fee tied to certain bankruptcy events, a $1.0 million success fee 181 days after July 9, 2026, weekly repayments beginning at $250,000 and rising to $1.0 million, and a requirement to fully refinance or repay the revolving facility within 180 days of July 9, 2026.
GoPro, Inc. entered into a purchase agreement to issue $20,000,000 of senior secured notes and detachable warrants exercisable for 25,706,940 shares of Class B common stock, with aggregate gross proceeds expected to be $20.0 million. The notes bear interest at 6.50% per annum, payable semi-annually in kind, mature on July 21, 2028 and are secured by a third lien on substantially all assets subject to an intercreditor agreement. The warrants have an exercise price of $0.7780 per share, become exercisable on the earlier of six months after closing or certain change-of-control triggers, and expire three years after closing. The closing is subject to customary conditions, including receipt of waivers from existing lenders.
GoPro, Inc. entered a securities purchase agreement to issue $20,000,000 of senior secured notes and warrants exercisable for 25,706,940 shares of Class B common stock, with aggregate gross proceeds expected to be $20.0 million.
The Notes bear interest at 6.50% per annum, mature on July 21, 2028, are payable semi‑annually in kind, and will be secured by a third lien security interest in substantially all assets subject to an intercreditor agreement. The Warrants have an exercise price of $0.7780 per share, expire three years after closing, and become exercisable on the earlier of six months after closing or certain change‑of‑control milestones. The closing is conditioned on customary items, including lender waivers.
GoPro, Inc. held its 2026 Annual Meeting of Stockholders and reported voting results for five proposals, with holders of 79,201,721 shares of Class A and 250,360,700 shares of Class B present, representing 82.40% of eligible votes.
Stockholders elected seven directors, ratified PricewaterhouseCoopers LLP as auditor, approved the advisory executive compensation vote, approved an amendment to the 2024 Equity Incentive Plan adding 13,000,000 shares, and approved, under Nasdaq Listing Rule 5635(d), issuance of the maximum Class A shares issuable upon conversion of all convertible debentures and removal of the exchange cap.
GoPro, Inc. filed a prospectus supplement to its Form S-1 that incorporates a Form 8-K disclosing results of its 2026 Annual Meeting of Stockholders. At the meeting, holders representing 79,201,721 shares of Class A and 250,360,700 shares of Class B were present, representing 82.40% of eligible votes and constituting a quorum.
Stockholders elected seven directors, ratified PricewaterhouseCoopers LLP as auditor, approved the advisory vote on executive compensation, approved an increase of 13,000,000 shares to the 2024 Equity Incentive Plan, and approved, under Nasdaq Listing Rule 5635(d), issuance of the maximum Class A shares issuable upon conversion of the company’s convertible debentures and 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. filed a prospectus supplement to update its S-1 with its Quarterly Report for the period ended September 30, 2025. The filing integrates the latest operating and financial results into the existing prospectus.
For Q3 2025, revenue was $162.9 million versus $258.9 million a year ago, with a net loss of $21.3 million. Year-to-date revenue totaled $449.9 million and operating cash outflows were $36.3 million. Cash, cash equivalents and restricted cash were $152.8 million at period end, including $94.3 million restricted to repay the 2025 notes. Short-term debt was $138.5 million and long-term debt was $43.9 million. The company fully drew its 2021 revolving credit facility and added a $50.0 million second-lien term loan in August 2025. Subscription and service revenue was $26.6 million in the quarter, or 16.3% of total revenue.