GoPro (NASDAQ: GPRO) flagged by Nasdaq for minimum $1.00 bid noncompliance
Rhea-AI Filing Summary
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”.
Positive
- None.
Negative
- Nasdaq noncompliance notice issued after GoPro’s Class A stock traded below $1.00 for 30 consecutive business days, triggering a 180‑day cure period and raising potential delisting risk if compliance is not regained.
Key Figures
Minimum bid price requirement: $1.00 per share
Noncompliance measurement period: 30 consecutive business days
Grace period to regain compliance: 180 calendar days
+2 more
5 metrics
Minimum bid price requirement
$1.00 per share
Nasdaq Listing Rule 5450(a)(1) standard for Class A common stock
Noncompliance measurement period
30 consecutive business days
Period during which GoPro’s minimum bid was below $1.00 per share
Grace period to regain compliance
180 calendar days
Time allowed under Nasdaq Marketplace Rule 5810(c)(3)(A)
Compliance restoration window
10 consecutive business days
Required period with minimum bid at or above $1.00 per share
Par value of Class A common stock
$0.0001
Stated par value of GoPro’s Class A common stock listed on Nasdaq
Key Terms
Nasdaq’s Listing Rule 5450(a)(1), Nasdaq Marketplace Rule 5810(c)(3)(A), minimum bid price, Nasdaq Global Select Market, +1 more
5 terms
Nasdaq’s Listing Rule 5450(a)(1) regulatory
"not in compliance with Nasdaq’s Listing Rule 5450(a)(1), as the minimum bid price"
Nasdaq Marketplace Rule 5810(c)(3)(A) regulatory
"Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has 180 calendar days"
minimum bid price financial
"the minimum bid price of the Company’s Class A Common Stock has been below $1.00"
The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.
Nasdaq Global Select Market market
"trading of the Company’s Class A Common Stock on the Nasdaq Global Select Market"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
Inline XBRL technical
"Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What Nasdaq issue did GoPro (GPRO) disclose in this filing?
GoPro disclosed it received a Nasdaq notice of noncompliance with Listing Rule 5450(a)(1) because its Class A common stock’s minimum bid price stayed below $1.00 for 30 consecutive business days.
How long does GoPro (GPRO) have to regain Nasdaq bid-price compliance?
GoPro has 180 calendar days under Nasdaq Marketplace Rule 5810(c)(3)(A) to regain compliance by maintaining a minimum bid price of at least $1.00 for 10 consecutive business days.
Does the Nasdaq noncompliance notice immediately affect trading in GPRO stock?
No. The company states the Nasdaq noncompliance notice has no immediate effect on the listing or trading of GoPro’s Class A common stock, which continues on the Nasdaq Global Select Market under the symbol GPRO.
What minimum bid price standard must GoPro (GPRO) meet to regain compliance?
To regain compliance, the minimum bid price of GoPro’s Class A common stock must be at or above $1.00 per share for at least 10 consecutive business days during the 180‑day grace period.
What is the purpose of GoPro’s Prospectus Supplement No. 4?
Prospectus Supplement No. 4 updates and supplements the existing Form S‑1 prospectus by attaching and incorporating GoPro’s Form 8‑K dated July 24, 2026, ensuring the offering materials reflect the Nasdaq noncompliance notice disclosure.
Which GoPro security is affected by the Nasdaq notice in this filing?
The notice concerns GoPro’s Class A common stock, par value $0.0001, which is listed on the Nasdaq Global Select Market and trades under the ticker symbol GPRO.
| PROSPECTUS SUPPLEMENT NO. 4 | Filed Pursuant to Rule 424(b)(3) | |||||||||||||||||||||||||
| (To Prospectus dated June 3, 2026) | Registration No. 333-294507 | |||||||||||||||||||||||||
GoPro, Inc.
This prospectus supplement updates, amends and supplements the prospectus dated June 3, 2026 (as supplemented, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-294507). Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This Prospectus Supplement updates, amends and supplements the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this Prospectus Supplement.
You should read this Prospectus Supplement in conjunction with the Prospectus, including any amendments and supplements thereto. This Prospectus Supplement is qualified by reference to the Prospectus, except to the extent that the information contained in this Prospectus Supplement supersedes the information contained in the Prospectus. This Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus.
Investing in our securities involves significant risks. See “Risk Factors” beginning on page 4 of the Prospectus, and under similar headings in any further amendments or supplements to the Prospectus, to read about factors you should consider before investing in our securities.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 24, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 21, 2026
GOPRO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36514 | 77-0629474 | ||||||
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
3025 Clearview Way, San Mateo, CA 94402
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 332-7600
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A common stock, par value $0.0001 | GPRO | NASDAQ Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 21, 2026, GoPro, Inc. (the “Company”) received a notice from The Nasdaq Stock Market (“Nasdaq”) that the Company is not in compliance with Nasdaq’s Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Class A Common Stock has been below $1.00 per share for thirty (30) consecutive business days. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has 180 calendar days to achieve compliance with the minimum bid price requirement. To regain compliance, the minimum bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten (10) consecutive business days during this 180 calendar day grace period.
This notification of noncompliance has no immediate effect on the listing or trading of the Company’s Class A Common Stock on the Nasdaq Global Select Market under the symbol “GPRO”.
Note on Forward-looking Statements
This Current Report on Form 8-K may contain projections or other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements relating to the process for the Company to achieve compliance with Nasdaq’s minimum bid price for the Company’s Class A Common Stock. These forward-looking statements are based on Nasdaq’s current rules and the Company’s current expectations and inherently involve significant risks and uncertainties involving the performance of the Company. The Company’s actual ability to achieve compliance with the Nasdaq minimum bid price, and the impact of future events affecting the share price of the Company’s Class A Common Stock, could differ materially from those anticipated in such forward-looking statements. A further description of the risks and uncertainties relating to the business of the Company is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, and the Company’s periodic reports filed with the SEC. The Company undertakes no duty or obligation to update any forward-looking statements contained herein as a result of new information, future events or changes in its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | ||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GoPro, Inc. | ||||||||
| (Registrant) | ||||||||
| Dated: | July 24, 2026 | By: /s/ Brian Tratt | ||||||
Brian Tratt Chief Financial Officer (Principal Financial Officer) | ||||||||