GoPro adds Nasdaq compliance update to prospectus
GoPro updates its S-1 prospectus to incorporate an 8-K announcing regained compliance with Nasdaq’s $1.00 minimum bid price listing requirement.
Rhea-AI Filing Summary
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.
Positive
- GoPro has regained compliance with Nasdaq’s $1.00 minimum bid price requirement after at least ten consecutive business days above that level, reducing the immediate risk of delisting from the Nasdaq Global Select Market.
Negative
- None.
Filing Explained
This filing updates GoPro’s S-1 registration statement with the Nasdaq compliance notice; it is a registration update, not a disclosure that securities were sold, because registration alone sells nothing.
Key Figures
Minimum bid price requirement: $1.00 per share
Consecutive business days above minimum bid: 10 business days
Date Nasdaq non-compliance notice: July 21, 2026
+2 more
5 metrics
Minimum bid price requirement
$1.00 per share
Nasdaq Listing Rules minimum bid price threshold for continued listing
Consecutive business days above minimum bid
10 business days
Closing bid price maintained above $1.00 per share for at least ten consecutive business days
Date Nasdaq non-compliance notice
July 21, 2026
Prior notice from Nasdaq that GoPro was not in compliance with minimum bid price
Date Nasdaq compliance regained notice
September 16, 2026
Nasdaq notified GoPro that it had regained compliance with minimum bid price rules
Prospectus date
June 3, 2026
Date of the base prospectus that this is supplementing
Key Terms
Prospectus Supplement, Registration Statement on Form S-1, Current Report on Form 8-K, minimum bid price requirement, +2 more
6 terms
Prospectus Supplement regulatory
"This prospectus supplement updates, amends and supplements the prospectus"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Registration Statement on Form S-1 regulatory
"forms a part of our Registration Statement on Form S-1"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
Current Report on Form 8-K regulatory
"information contained in our Current Report on Form 8-K"
A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.
minimum bid price requirement market
"not in compliance with the minimum bid price requirement of $1.00"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Listing Rules regulatory
"minimum bid price requirement under the Nasdaq Listing Rules"
Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.
Inline XBRL technical
"cover page XBRL tags are embedded within the Inline XBRL document"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does GoPro (GPRO) disclose in Prospectus Supplement No. 9?
The supplement incorporates GoPro’s Form 8-K dated September 17, 2026, which reports that the company has regained compliance with Nasdaq’s $1.00 minimum bid price requirement after maintaining a closing bid above that level for at least ten consecutive business days.
Has GoPro (GPRO) regained Nasdaq minimum bid price compliance?
Yes. GoPro reports that on September 16, 2026 Nasdaq notified the company it had regained compliance with the minimum bid price rule after its stock closed above $1.00 per share for at least ten consecutive business days.
Why is GoPro’s Form 8-K included in this GoPro (GPRO) prospectus supplement?
The prospectus supplement states that it updates and supplements the existing prospectus by attaching GoPro’s Form 8-K dated September 17, 2026, so that the Nasdaq compliance disclosure becomes part of the information available to potential investors under the S-1 registration statement.
Does this GoPro (GPRO) prospectus supplement change the terms of any offering?
The supplement states that it updates, amends and supplements the existing prospectus by incorporating the attached Form 8-K. It does not describe new offering terms, and must be read together with the original prospectus and prior amendments for full offering details.
What risks does GoPro (GPRO) reference for investors in this supplement?
The supplement directs investors to the “Risk Factors” section beginning on page 4 of the main prospectus and to similar headings in any further amendments or supplements for a discussion of significant risks before investing in GoPro securities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
| PROSPECTUS SUPPLEMENT NO. 9 | 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 17, 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 17, 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 16, 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.
As previously disclosed, on July 21, 2026, GoPro, Inc. (the “Company”) received notice from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with the minimum bid price requirement of $1.00 per share under the Nasdaq Listing Rules. On September 16, 2026, the Company received notice from Nasdaq that it has regained compliance with the minimum bid price requirement under the Nasdaq Listing Rules. The Company’s stock price has maintained a closing bid price above $1.00 per share for at least ten consecutive business days, thereby meeting Nasdaq’s requirements for regaining compliance.
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: | September 17, 2026 | By: /s/ Brian Tratt | ||||||
Brian Tratt Chief Financial Officer (Principal Financial Officer) | ||||||||