[8-K/A] GoPro, Inc. Amends Material Event Report

Rhea-AI Filing Summary

GoPro, Inc. filed an amended report to finalize terms of a previously disclosed private placement with The Woodman Family Trust, co‑trusteeed by CEO Nicholas Woodman. The company issued 1,129,944 Class A common shares at $1.77 per share on November 10, 2025, for an aggregate purchase price of approximately $2,000,000.

The amendment updates Item 1.01 and Item 3.02 to reflect the final share count and price, determined as the greater of the consolidated closing bid price immediately prior to the agreement or the five‑day average closing price before issuance. GoPro also noted it issued a press release on November 13, 2025 announcing the closing of the private placement in line with the Subscription Agreement.

Insights

Capital markets and SEC disclosure analyst

Administrative update finalizes a small insider-led private placement.

GoPro confirms final terms for a private placement to The Woodman Family Trust: $2,000,000 aggregate at $1.77 per share, totaling 1,129,944 Class A shares issued on November 10, 2025. The pricing mechanism used the greater of the consolidated closing bid or the five-day average, and the outcome selected the closing bid.

This is an unregistered sale disclosed under Item 3.02 and does not, by itself, indicate broader financing terms beyond the subscription. Cash inflow goes to the issuer in exchange for newly issued shares; no use-of-proceeds details are provided in the excerpt.

Subsequent disclosure includes a November 13, 2025 press release announcing closing. The investment is modest relative to typical capital needs; impact on the overall thesis appears limited based on the provided details.

8-K/A0001500435FALSEDelaware001-3651477-062947400015004352025-11-102025-11-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 10, 2025

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. ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K is being filed solely to amend Item 1.01 and Item 3.02 of the Current Report on Form 8-K filed on November 6, 2025 (the “Original Form 8-K”), to provide the final purchase price and amount of shares purchased from the Company by the Woodman Family Trust. Accordingly, this Form 8-K/A should be read in conjunction with any filings made by the Company with the SEC subsequent to the date of the Original Filing.

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on November 5, 2025, the Company entered into a Subscription Agreement with The Woodman Family Trust of which Mr. Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Board of Directors, is co-trustee (such trust, the “Purchaser”), whereby the Company agreed to issue and sell to the Purchaser Class A Common Stock shares, par value $0.0001 of the Company, for an aggregate purchase price of approximately $2,000,000 (the “Subscription Agreement”). Pursuant to the Subscription Agreement, the actual amount of Class A Common Stock shares to be issued were to be determined upon the calculation of the purchase price of the shares, which was calculated as the greater of the following variables: (a) the consolidated closing bid price (as determined pursuant to the rules of the Nasdaq Stock Market) immediately prior to entry into the Subscription Agreement or (b) the average closing price of the Class A Common Stock over the five (5) trading days prior to the date of issuance, as reported on the Nasdaq Global Select Market. On November 10, 2025, the Class A Common Stock shares were issued. The parties to the Subscription Agreement agree the amount of shares is fixed to 1,129,944 at a price per share of $1.77, which price is based on the consolidated closing bid price, which was the greater of the two variables.

The foregoing information is a summary of the Subscription Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement. The Subscription Agreement is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01, above, related to the Subscription Agreement is incorporated into this Item 3.02 by reference.

Item 7.01. Regulation FD Disclosure.

On November 13, 2025, the Company issued a press release announcing the closing of the private placement of Class A Common Stock shares by The Woodman Family Trust, in accordance with the terms of the previously disclosed Subscription Agreement, which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.			Description
10.3			Subscription Agreement dated November 5, 2025, by and between The Woodman Family Trust under Trust Agreement dated March 11, 2011 and GoPro, Inc. (Incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on November 6, 2025).
99.1			Press Release of GoPro, Inc. dated November 13, 2025 announcing the closing of the private placement of Class A Common Stock shares in accordance with the terms of the Subscription Agreement.
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, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

						GoPro, Inc.
						(Registrant)
Dated:			November 13, 2025			By: /s/ Brian McGee
						Brian McGee Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)

FAQ

What did GPRO finalize in its 8-K/A amendment?

It finalized the private placement terms with The Woodman Family Trust: 1,129,944 Class A shares at $1.77 per share, totaling approximately $2,000,000.

Who purchased the newly issued GoPro Class A shares?

The Woodman Family Trust, of which CEO Nicholas Woodman is co‑trustee.

How was the GoPro share price determined for this private placement?

It was the greater of the consolidated closing bid immediately prior to the agreement or the five‑day average closing price before issuance; the result was $1.77.

When were the shares issued and when was closing announced?

The shares were issued on November 10, 2025, and closing was announced via press release on November 13, 2025.

What total aggregate purchase price did GoPro receive?

Approximately $2,000,000 for the issuance of 1,129,944 Class A shares at $1.77 per share.

Which items were amended in the filing?

Items 1.01 and 3.02 were amended to provide the final purchase price and amount of shares purchased.