GoPro secures $20M in convertible debt
GoPro adds a $20 million convertible debenture under its $50 million financing agreement, with stock-price-based conversion and no further debentures available under that facility.
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Filing Explained
GoPro has issued convertible debt; conversion could add Class A shares, but no Conversion Shares are reported issued.
This Form 424B3 is a prospectus supplement that updates GoPro’s Form S-1 with the September 8 Form 8-K; the disclosed transaction is an issued convertible debenture, creating a direct financial obligation and a route to Class A common stock on conversion.
The registration framework does not itself mean the securities were sold: registration alone sells nothing, and this filing states that the debenture and Conversion Shares were issued or will be issued under a Section 4(a)(2) exemption.
If Yorkville converts, shares issued under the stated conversion mechanics would increase total shares and reduce existing holders’ percentage ownership, absent offsetting changes.
As of
Sources and calculations
- GoPro Form 424B3 prospectus supplement and incorporated September 8, 2026 Form 8-K (2026-09-08)
- Prospectus supplement purpose (current)
- Form S-1 purpose (current)
- Dilution (current)
- GoPro second-quarter 2026 fundamentals (2026-06-30)
- Available liquidity against the last reported quarterly operating outflow, in days at that rate $27,265,000 / ($10,784,000 / 91) = 230.1 days
Key Figures
New Convertible Debenture principal amount: $20,000,000
Aggregate program capacity for Convertible Debentures: $50,000,000
Previously purchased Convertible Debentures: $25,000,000
+5 more
8 metrics
New Convertible Debenture principal amount
$20,000,000
Issued to YA II PN, Ltd. on September 8, 2026 as the Third Closing
Aggregate program capacity for Convertible Debentures
$50,000,000
Maximum principal amount of Convertible Debentures under the Purchase Agreement
Previously purchased Convertible Debentures
$25,000,000
Principal amount purchased by Yorkville at signing of the Purchase Agreement
Original issue discount
3.00%
Discount applied to the issuance of the Convertible Debentures
Maturity date
August 26, 2027
Date when principal and accrued interest are due if not converted
Base conversion price cap
$1.35 per share
Upper reference price in the conversion price formula
Market-based conversion discount
98% of lowest 5-day VWAP
Conversion price equals 98% of the lowest daily VWAP over five prior trading days, subject to floor
Conversion price floor
$0.1736 per share
Minimum conversion price for the Convertible Debentures
Key Terms
Convertible Debentures, original issue discount, volume weighted average price, beneficially own, +2 more
6 terms
Convertible Debentures financial
"issuance and sale of convertible debentures (the “Convertible Debentures”)"
Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.
original issue discount financial
"The Convertible Debentures were issued at an original issue discount of 3.00%."
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
volume weighted average price financial
"98% of the lowest daily volume weighted average price of the Common Stock"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
beneficially own financial
"would beneficially own in excess of 4.99% of the Common Stock outstanding"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Section 4(a)(2) of the Securities Act regulatory
"exempt from registration pursuant to Section 4(a)(2) of the Securities Act."
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
accredited investor regulatory
"Yorkville represented to the Company that it is an “accredited investor”"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
FAQ
What financing did GoPro (GPRO) announce in this prospectus supplement and Form 8-K?
GoPro disclosed issuing a new $20,000,000 convertible debenture to YA II PN, Ltd. under an existing agreement for up to $50,000,000 of debentures. This Third Closing completes issuances under that agreement, with no additional debentures available thereunder.
What are the key interest terms of GoPro’s new $20 million Convertible Debenture?
The Convertible Debentures initially bear no interest, but may accrue 5.00% annually upon certain interest rate adjustment events, or 18.00% annually if a capped level of Conversion Shares is reached within six months or an uncured event of default occurs.
How is the conversion price determined for GoPro’s Convertible Debentures (GPRO)?
The conversion price is the lower of $1.35 or 98% of the lowest daily VWAP of GoPro’s Class A common stock over the five trading days before conversion, but not less than a floor of $0.1736 per share.
When do GoPro’s new Convertible Debentures mature?
The Convertible Debentures mature on August 26, 2027, at which time any remaining principal and accrued interest would be due if not previously converted into shares of GoPro’s Class A common stock.
Is there a cap on Yorkville’s ownership from converting GoPro’s debentures?
Yes. Conversions are limited so that after any conversion, Yorkville and certain related parties cannot beneficially own more than 4.99% of GoPro’s outstanding Class A common stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
| PROSPECTUS SUPPLEMENT NO. 8 | 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 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 September 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): September 8, 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.
Convertible Debenture
On September 8, 2026, GoPro, Inc., a Delaware corporation (the “Company”), issued a convertible debenture in the aggregate principal amount of $20,000,000 to YA II PN, Ltd. (“Yorkville”) under the terms of the previously disclosed securities purchase agreement (the “Purchase Agreement”), dated as of February 27, 2026, by and between the Company and Yorkville. The Purchase Agreement was entered into in connection with the issuance and sale of convertible debentures (the “Convertible Debentures”) issuable in an aggregate principal amount of up to $50,000,000, which Convertible Debentures are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) (as converted, the “Conversion Shares”). Pursuant to the Purchase Agreement, Yorkville purchased $25,000,000 in aggregate principal amount of Convertible Debentures on the signing of the Purchase Agreement and the issuance of the Convertible Debentures on the date hereof constitutes the Third Closing (as defined in the Purchase Agreement) under the Purchase Agreement and no additional Convertible Debentures shall be issuable under the terms of the Purchase Agreement. In connection with the Third Closing, Yorkville agreed to waive certain conditions to the Third Closing and agreed to certain amendments to the Convertible Debentures issued on the date hereof that are reflected in the description of the terms of the Convertible Debentures below.
The Convertible Debentures will not bear interest unless (i) certain interest rate adjustment events occur, upon which the Convertible Debentures will bear interest at an annual rate of 5.00% until such interest rate adjustment event is no longer continuing, or (ii) the Company has issued Conversion Shares that reach a capped level within the first six months or an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual rate of 18.00%. The Convertible Debentures will mature on August 26, 2027. The Convertible Debentures were issued at an original issue discount of 3.00%.
The Convertible Debentures are convertible at the option of the holder into Common Stock equal to the applicable Conversion Amount (as defined below) divided by the Conversion Price (as defined below). The conversion price for the Convertible Debentures is the lower of (i) $1.35 and (ii) 98% of the lowest daily volume weighted average price of the Common Stock during the five consecutive trading days immediately preceding the date of conversion or other date of determination, but shall not be lower than $0.1736 (the “Conversion Price”). The Conversion Amount with respect to any requested conversion will equal the principal amount requested to be converted plus all accrued and unpaid interest on the Convertible Debentures as of such conversion, with fractional shares rounded up (the “Conversion Amount”). In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with the certain related parties would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.
The foregoing description of the Convertible Debenture does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is incorporated herein by reference. The issuance of the Debenture and the Conversion Shares will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Yorkville represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that each of the Convertible Debenture and the Conversion Shares will be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | ||||
| 4.1 | Form of Convertible Debenture. | ||||
| 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 8, 2026 | By: /s/ Brian Tratt | ||||||
Brian Tratt Chief Financial Officer (Principal Financial Officer) | ||||||||