GoPro (NASDAQ: GPRO) secures $20M notes and warrants for 25.7M shares
Rhea-AI Filing Summary
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.
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Insights
Raises $20.0M via senior secured notes plus warrants for 25.7M shares, adding near‑term liquidity.
The transaction supplies $20.0M of gross proceeds through a senior secured note issuance with interest paid in kind, which preserves cash outflow near term but increases the note principal over time. The warrants convert potential equity dilution into a contingent instrument exercisable after set triggers.
Key dependencies include obtaining waivers from existing lenders under the Term Loan Credit Agreement and negotiating intercreditor terms. Subsequent filings referenced for full agreements will clarify conversion mechanics and dilution timing.
Structure includes customary covenants, third‑lien security, and change‑of‑control protections for warrant holders.
The Notes contain customary affirmative covenants and events of default; acceleration on default could affect other indebtedness because of cross‑default clauses. The Notes are secured by a third lien subject to an intercreditor agreement with existing lenders.
The Warrants include standard anti‑dilution adjustments, a Black‑Scholes cash‑out right on a fundamental transaction, and exercisability tied to either time or corporate change events. Investors should review the full Purchase Agreement and security/intercreditor documents when filed.
Key Figures
Notes principal: $20,000,000
Warrants underlying shares: 25,706,940 shares
Warrant exercise price: $0.7780/share
+3 more
6 metrics
Notes principal
$20,000,000
aggregate principal amount of the senior secured notes
Warrants underlying shares
25,706,940 shares
warrants exercisable for Class B common stock
Warrant exercise price
$0.7780/share
exercise price per Share under the Warrants
Note interest rate
6.50% per annum
interest rate on the Notes, payable semi‑annually in kind
Note maturity
July 21, 2028
maturity date of the Notes
Warrant term
3 years
Warrants expire on the three‑year anniversary of Closing
Key Terms
senior secured notes, third lien security interest, intercreditor agreement, Black‑Scholes value
4 terms
senior secured notes financial
"entered into a securities purchase agreement ... senior secured notes (the “Notes”)"
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
third lien security interest legal
"secured by a third lien security interest in substantially all the assets"
intercreditor agreement legal
"subject to an intercreditor agreement with Wells Fargo Bank ... and the Buyers"
A legal contract among multiple lenders that sets the rules for how their different loans and security interests rank, how payments and collateral are handled, and how disputes are resolved if a borrower defaults. It matters to investors because it determines which creditors get paid first and under what conditions, like a traffic plan that decides which cars can go first at an intersection when everyone wants the same road, affecting recovery and risk.
Black‑Scholes value financial
"purchase the Warrants for cash in the amount of the Black‑Scholes value"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What securities did GoPro (GPRO) agree to issue?
GoPro agreed to issue $20,000,000 of senior secured notes and warrants exercisable for 25,706,940 shares. The offering comprises the Notes, Warrants, and underlying Class B common stock as described in the purchase agreement.
What are the key economic terms of the Notes?
The Notes bear interest at 6.50% per annum, payable semi‑annually in kind, and mature on July 21, 2028. They may be redeemed by the company and are secured by a third lien on substantially all assets.
What is the warrant exercise price and exercisability?
The Warrants have an exercise price of $0.7780 per share. They become exercisable on the earlier of six months after closing or upon certain change‑of‑control announcements, and expire three years after closing.
Are the Notes and Warrants subject to lender consents or other conditions?
Yes. The Closing is subject to customary conditions including the receipt of waivers from the Company’s existing lenders and intercreditor arrangements among lenders and the Buyers before issuance.
Will these securities be registered with the SEC?
The prospectus supplement updates the S‑1 registration materials and incorporates the Form 8‑K disclosure; copies of the full Purchase Agreement, Notes and Warrants will be filed as exhibits to the Company’s Form 10‑Q for the quarter ending September 30, 2026.
| PROSPECTUS SUPPLEMENT NO. 2 | Filed Pursuant to Rule 424(b)(3) | |||||||
| (To Prospectus dated June 3, 2026) | Registration No. 333-289946 | |||||||
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. 333-289946). 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 8, 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 8, 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 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 1.01. Entry into a Material Definitive Agreement.
On July 1, 2026, GoPro, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain entities (the “Buyers”) affiliated with Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Company’s board of directors, pursuant to which the Buyers agreed to purchase from the Company (i) senior secured notes (the “Notes”) in an aggregate principal amount of $20,000,000 and (ii) warrants (the “Warrants”) exercisable for 25,706,940 shares (the “Shares” and, together with the Notes and the Warrants, the “Securities”) of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”). The aggregate gross proceeds to the Company from the issuance of the Securities are expected to be $20.0 million before deducting offering expenses payable by the Company. The closing (the “Closing”) of the issuance and the sale of the Securities is subject to certain closing conditions, including the receipt of waivers from the Company's existing lenders.
The interest rate under the Notes will be 6.50% per annum, subject to adjustment after the occurrence and during the continuance of any event of default. Interest will be payable semi-annually in kind through an increase to the principal amount of the Notes. The Notes will mature on July 21, 2028. The Company may redeem the Notes at its option in whole or in part at any time at a price in cash equal to the principal amount being redeemed plus accrued and unpaid interest to the redemption date (the “Redemption Price”). In addition, the Company is required to redeem the Notes at the Redemption Price upon the occurrence of certain events, including (i) the repayment in full of all amounts outstanding under the Credit Agreement, dated as of August 4, 2025, by and among the Company, Mateo Financing, LLC, as lender, and Farallon Capital Management, L.L.C., as agent (as amended prior to the date hereof, the “Term Loan Credit Agreement”), (ii) the receipt by the Company of cash proceeds from dispositions of property sufficient to repay in full and terminate the Company's Credit Agreement, dated January 22, 2021, by and among the Company, the lenders party thereto and Wells Fargo Bank, National Association, the Term Loan Credit Agreement and the Notes, (iii) while an event of default continues, upon the request of the holder, and (iv) certain bankruptcy and change of control events.
The Notes will contain customary affirmative covenants of the Company and customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, failure to perform certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, certain judgments, and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the Notes and the Company’s other indebtedness. The Company’s obligations under the Notes will be secured by a third lien security interest in substantially all the assets of the Company, pursuant to a security agreement and subject to an intercreditor agreement with Wells Fargo Bank, National Association, Farallon Capital Management, L.L.C. and the Buyers.
The exercise price under the Warrants will be $0.7780 per Share. The Warrants will be exercisable at any time on or after the earlier of (i) the six-month anniversary of the Closing and (ii) either (x) the Company’s first public announcement of a change of control or (y) the Company’s first public announcement of the signing of a definitive agreement for a transaction which, if consummated, would result in a change of control. The Warrants will expire on the three-year anniversary of the Closing and are subject to customary adjustments for certain transactions affecting the Company’s capitalization.
Pursuant to the terms of the Warrants, in the event of a fundamental transaction, the successor entity will succeed to, and be substituted for, the Company, and may exercise every right and power that the Company may exercise and will assume all of the Company's obligations under the Warrants with the same effect as if such successor entity had been named in the Warrant itself. If holders of Class B Common Stock are given a choice as to the securities, cash or property to be received in a fundamental transaction, then a holder of the Warrants will be given the same choice as to the consideration it receives upon any exercise of the Warrants following such fundamental transaction. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the Warrants will have the right to require the Company or a successor entity to purchase the Warrants for cash in the amount of the Black-Scholes value of the unexercised portion of the Warrants concurrently with or within 30 days following the consummation of a fundamental transaction.
The foregoing descriptions of the Purchase Agreement, the Notes and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is incorporated herein by reference. The issuance of the Securities will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Buyers represented to the Company that each Buyer is an “accredited investor” as defined in Rule 501(a) under the Securities Act and that each of the Securities will be acquired for the applicable Buyer’s own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.
Item 7.01. Regulation FD Disclosure.
On July 8, 2026, the Company issued a press release announcing entry into the Purchase Agreement, which is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act, except as may be expressly set forth by specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | ||||
99.1 | Press Release dated July 8, 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: | July 8, 2026 | By: /s/ Brian Tratt | ||||||
Brian Tratt Chief Financial Officer (Principal Financial Officer) | ||||||||