GoPro details merger with Action Acquisitions

Rhea-AI Filing Summary

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.

Filing Explained

The September 1 supplement adds the proposed-merger Form 8-K to GoPro’s existing S-1; registration alone sells nothing, so this filing updates the transaction disclosure but does not itself offer or sell securities.

Key Figures

Date of Merger Agreement announcement: September 1, 2026 Date of prospectus supplement: September 1, 2026 Trading symbol: GPRO

3 metrics

Date of Merger Agreement announcement September 1, 2026 GoPro issued a press release and filed a Form 8-K announcing entry into the Merger Agreement on this date

Date of prospectus supplement September 1, 2026 Prospectus Supplement No. 6 to the June 3, 2026 prospectus is dated this day

Trading symbol GPRO Class A common stock listed on the NASDAQ Global Select Market

Key Terms

Agreement and Plan of Merger, Merger Sub, proxy statement, solicitation material, +1 more

5 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Sub regulatory

"a wholly owned subsidiary of Parent (“Merger Sub” or “Starman”)"

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

proxy statement regulatory

"GoPro intends to file with the Securities and Exchange Commission ... a proxy statement"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

solicitation material regulatory

"may be deemed to be solicitation material in respect of the proposed transaction"

Solicitation material is any written, electronic, or verbal communication that asks shareholders or investors to take a specific action, such as voting on a proposal, approving a merger, or buying securities. It matters to investors because these materials influence decision-making and can contain arguments, data, or incentives that affect company control, financial outcomes, or shareholder value—think of it like a campaign flyer that aims to persuade you how to vote or invest. Review carefully for accuracy and bias before acting.

forward-looking statements regulatory

"This document may contain forward-looking statements including, among other things"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What transaction did GoPro (GPRO) announce in this prospectus supplement and Form 8-K?

GoPro announced it entered into an Agreement and Plan of Merger with Action Acquisitions LLC and its wholly owned subsidiary Starman Optical, Inc., under which Starman will merge with and into GoPro, and GoPro will continue as the surviving corporation and a subsidiary of Action Acquisitions.

Who are the merger parties involved with GoPro (GPRO)?

The merger parties are GoPro, Inc., Action Acquisitions LLC as the Parent, and Starman Optical, Inc., a Delaware corporation that is a wholly owned subsidiary of Parent and will serve as the Merger Sub merging into GoPro.

What is the structure of the proposed GoPro (GPRO) merger?

Under the Merger Agreement, Starman Optical, Inc. (Merger Sub) will merge with and into GoPro, with GoPro surviving the merger and becoming a subsidiary of Action Acquisitions LLC. GoPro will continue as the surviving corporation following consummation of the merger.

Will GoPro (GPRO) stockholders receive additional information or vote on the proposed merger?

Yes. GoPro states it intends to file with the SEC and furnish to stockholders a proxy statement regarding the proposed transaction. Stockholders are urged to read the proxy statement and other relevant materials when available before making any voting decisions.

What key risks does GoPro (GPRO) highlight regarding completion of the merger?

GoPro lists risks including the ability to obtain stockholder approval, the possibility the transaction is not completed or is delayed, potential competing offers, failure to obtain required regulatory approvals, possible termination of the Merger Agreement, and potential effects on personnel, customer relationships, and stock price.

How does this filing affect GoPro (GPRO)’s existing S-1 prospectus?

The prospectus supplement updates, amends and supplements the existing S-1 prospectus by incorporating the September 1, 2026 Form 8-K and attached press release. It must be read together with the base prospectus, and the supplement controls where it supersedes prior information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/01/2026 - 05:20 PM Accepted by SEC EDGAR 09/01/2026 - 05:16 PM Learn about SEC filing dates

PROSPECTUS SUPPLEMENT NO. 6

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 September 1, 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 September 1, 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): September 1, 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 8.01. Other Events.

On September 1, 2026, GoPro, Inc. (“GoPro”) issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Action Acquisitions LLC, a Delaware limited liability company (“Parent”), and Starman Optical, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” or “Starman”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver (if waiver is permitted by applicable law) of the conditions set forth therein, Merger Sub will merge with and into GoPro, with GoPro continuing as the surviving corporation and a subsidiary of Parent.

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

No Offer or Solicitation

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).

Additional Information and Where to Find It

This document may be deemed to be solicitation material in respect of the proposed transaction involving GoPro and Parent. In connection with the proposed transaction, GoPro intends to file with the Securities and Exchange Commission (the “SEC”) and furnish to stockholders a proxy statement. This document is not a substitute for the proxy statement or any other document that GoPro may file with the SEC or send to its stockholders in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS OF GOPRO ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GOPRO AND THE PROPOSED TRANSACTION. The materials to be filed by GoPro will be made available to GoPro’s investors and stockholders at no expense to them and copies may be obtained free of charge on GoPro’s website at https://investor.gopro.com/. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov.

GoPro and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of GoPro stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of GoPro’s executive officers and directors in the solicitation by reading GoPro’s proxy statement for its 2026 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the subsequent Quarterly Reports on Form 10-Q, and the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed transaction when they become available. Information concerning the interests of GoPro’s participants in the solicitation, which may, in some cases, be different than those of GoPro’s stockholders generally, will be set forth in the proxy statement relating to the proposed transaction when it becomes available.

Forward-Looking Statements

This document may contain forward-looking statements including, among other things, statements regarding the potential benefits of the proposed transaction; the prospective performance and outlook of GoPro's business, performance and opportunities; the technologies to be added to GoPro's portfolio; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to: (i) the ability to obtain the requisite approval from stockholders of GoPro; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for GoPro will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require GoPro to pay a termination fee or other expenses; (vi) the effect of the pendency of the proposed transaction on GoPro's ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or

its stock price; (vii) risks related to diverting management's attention from GoPro's ongoing business operations or the loss of one or more members of the management team; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which GoPro and Starman operate; (x) actions by third parties, including government agencies, (xi) uncertainty regarding the expected financial performance of the combined company following completion of the proposed transaction; (xii) failure to realize the anticipated benefits of the proposed transaction within the expected time frame or at all, including as a result of a delay in completing the proposed transaction or integrating the businesses; (xiii) the ability of the combined company to implement its business strategy; and (xiv) other risk factors detailed from time to time in GoPro's reports filed with the SEC, including GoPro's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive. Any forward-looking statements speak only as of the date of this communication. GoPro does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.			Description
99.1			Press Release of GoPro, Inc., dated September 1, 2026.
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:			September 1, 2026			By: /s/ Brian Tratt
						Brian Tratt Chief Financial Officer (Principal Financial Officer)