GoPro (NASDAQ: GPRO) adds $50M convertible funding as 2025 loss shrinks

Rhea-AI Filing Summary

GoPro entered a financing deal with YA II PN, Ltd. for up to $50,000,000 in convertible debentures maturing on August 26, 2027, issued at a 3% discount and convertible into Class A shares at the lower of $1.1453 or 98% of recent volume-weighted prices, with a floor of $0.1736, subject to Nasdaq exchange caps and ownership limits. The debentures carry no interest unless certain triggers occur, when rates rise to 5% or 18%.

The company agreed to file a resale registration statement for Yorkville’s conversion shares and amended term loan and revolving credit agreements with Farallon and Wells Fargo, tightening EBITDA, liquidity and asset coverage covenants, extending the revolver maturity to June 30, 2027, and increasing revolver interest margins; $25.5 million was outstanding on this facility upon amendment.

For 2025, revenue was $652 million, down 18.7% year-over-year, with hardware revenue of $545.3 million and subscription and services revenue of $106.3 million. GAAP net loss narrowed sharply to $93.5 million from $432.3 million, and adjusted EBITDA improved to a loss of $28.5 million from $71.6 million, supported by $93 million of operating expense reductions and a $104 million improvement in operating cash flow. Q4 2025 revenue was $201.7 million, essentially flat year-over-year, while GAAP net loss shrank to $9.1 million. GoPro plans to launch its GP3 AI-enabled image processor in Q2 2026 to power several new premium cameras.

Positive

• Significant loss improvement and cost reductions: 2025 GAAP net loss narrowed to $93.5 million from $432.3 million, with operating expenses reduced by $93 million and adjusted EBITDA improving to a $28.5 million loss from $71.6 million.
• Stronger cash generation: Cash flow from operations improved by $104 million year-over-year, indicating materially better cash efficiency despite lower revenue.
• New AI-enabled platform: The planned Q2 2026 launch of the GP3 next‑generation AI image processor to power several new cameras introduces a higher‑end product platform aimed at premium segments.
• Liquidity support through new financing: Up to $50,000,000 in convertible debentures plus an extended revolving credit maturity to June 30, 2027 provide additional funding capacity and term visibility.

Negative

• Material revenue and unit declines: 2025 revenue fell 18.7% to $651.5 million, with hardware revenue down 21.5% and annual camera sell‑through down 20% to approximately 2,000,000 units.
• Ongoing losses despite improvements: 2025 GAAP net loss remained sizable at $93.5 million, and adjusted EBITDA was negative $28.5 million, indicating the business is not yet profit‑generating.
• Dilution and rate risk from debentures: The Yorkville debentures are deeply convertible, with a floor Conversion Price of $0.1736 and potential step‑up interest to 18% upon certain triggers, which may increase dilution and financing cost.
• Tighter covenants and higher borrowing costs: Revised term loan and revolver agreements impose stricter EBITDA, liquidity and asset coverage covenants and increase revolver interest margins, potentially constraining flexibility if performance weakens.

Insights

Equity analyst

GoPro secures flexible but dilutive financing while sharply narrowing losses amid revenue declines.

GoPro arranged up to $50,000,000 of convertible debentures with Yorkville, providing medium‑term funding through August 2027. Conversion is price‑based with a floor of $0.1736 and initial six‑month caps on issuable shares, plus a broader Nasdaq exchange cap, limiting immediate dilution.

The company amended its term loan and Wells Fargo revolving credit facilities, tightening EBITDA, liquidity and asset coverage covenants while extending the revolver maturity to June 30, 2027 and raising interest margins. These steps formalize higher minimum liquidity levels of up to $40,000,000, which can support creditor confidence but constrain flexibility and increase interest expense.

Operationally, 2025 revenue fell 18.7% to $651.5 million, yet GAAP net loss improved to $93.5 million from $432.3 million, helped by a $93 million reduction in operating expenses and better cash generation. Q4 adjusted EBITDA turned slightly positive at $0.8 million. Future performance will hinge on execution of the Q2 2026 GP3 AI‑enabled camera launches and adherence to the new covenant framework.

8-K0001500435FALSEDelaware001-3651477-062947400015004352026-02-272026-02-27

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): February 27, 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.

Securities Purchase Agreement and Convertible Debentures

On February 27, 2026, GoPro, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), in connection with the issuance and sale by the Company of convertible debentures (the “Convertible Debentures”) issuable in an aggregate principal amount of up to $50,000,000, which Convertible Debentures will be 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 (the “First Closing,” such date, the “First Closing Date”). Yorkville may purchase and the Company may issue an additional $5,000,000 on the day prior to the filing of the initial Registration Statement (as defined below). Yorkville may purchase and the Company may issue an additional $20,000,000 in aggregate principal amount of Convertible Debentures on or about the second business day following the satisfaction of certain closing conditions.

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 reaches 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 will be 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 will be the lower of (i) $1.1453, or (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 which shall not be lower than $0.1736, (the “Conversion Price”). Any portion of the Convertible Debentures may be converted at any time and from time to time, subject to the Exchange Cap (as defined below). 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 Company shall not issue any Common Stock upon conversion of the Convertible Debentures held by Yorkville if the issuance of such Common Stock underlying the Convertible Debentures would exceed the aggregate number of Common Stock that the Company may issue upon conversion of the Convertible Debentures in compliance with the Company’s obligations under the rules or regulations of Nasdaq Stock Market (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including if the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of Common Stock in excess of such amount, or if the Company obtains a written opinion from outside counsel to the Company that such stockholder approval is not required. In addition, for the first six months following the date of the Purchase Agreement the Company shall not issue any Conversion Shares to the extent that the aggregate number of Conversion Shares that the Company has issued would exceed 47,650,000 Common Shares.

The foregoing descriptions of the Purchase Agreement and the Convertible Debentures do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are filed herewith as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference.

Registration Rights Agreement

In connection with the Purchase Agreement, on or before the First Closing Date, the Company will enter into a registration rights agreement (the “Registration Rights Agreement”) with Yorkville pursuant to which Yorkville will be entitled to certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Rights Agreement, the Company will be required to, by March 25, 2026, file with the SEC (at its sole cost and expense) a registration statement (the “Registration Statement”) registering the resale by Yorkville of all Conversion Shares. Under the Registration Rights Agreement, Yorkville will also be granted demand registration rights and piggyback registration rights under certain conditions as described in the Registration Rights Agreement.

The Company will agree to use its best reasonable efforts to ensure that the Registration Statement is declared effective by the earlier of May 15, 2026 or the fifth business day after the date the Company is notified by the SEC

that the Registration Statement will not be reviewed or will not be subject to further review. The Company will also agree that, with respect to any additional registration statements filed pursuant to the Registration Rights Agreement, it will use its reasonable best efforts to ensure that such registration statement is declared effective by the earlier of the date that is 75 calendar days following the date on which the Company was required to file such registration statement and the fifth business day after the date the Company is notified by the SEC that such registration statement will not be reviewed or will not be subject to further review.

The foregoing description of the Registration Rights Agreement 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 10.2 and is incorporated herein by reference.

Credit Agreement Amendments

On February 27, 2026, the Company entered into Amendment No. 2 to Credit Agreement (the “2L Amendment”) with Farallon Capital Management, L.L.C., as agent, and Mateo Financing, LLC, as lender, which amends that certain 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”). The 2L Amendment, among other things, provides for a modification in the financial covenants in the Term Loan Credit Agreement.

The 2L Amendment changes certain of the financial covenants to require the Company not to have EBITDA of (a) less than $5,000,000, subject to adjustment, for the fiscal quarter ending June 30, 2026, (b) less than zero, subject to adjustment, for the fiscal quarter ending September 30, 2026, (c) less than zero for the fiscal quarter ending December 31, 2026, (d) less than $20,000,000 for the period of four consecutive fiscal quarters ending March 31, 2027, (e) less than $30,000,000 for the period of four consecutive fiscal quarters ending June 30, 2027, (f) less than $35,000,000 for the period of four consecutive fiscal quarters ending September 30, 2027, and (g) less than $40,000,000 for each period of four consecutive fiscal quarters ending December 31, 2027 and thereafter. The 2L Amendment removes the requirement that the Company maintain minimum EBITDA levels for the fiscal quarters ending December 31, 2025 and March 31, 2026. The EBITDA thresholds for the fiscal quarters ending June 30, 2026 and September 30, 2026 are subject to potential adjustments in the event of a reduction in tariff amounts in Malaysia or Thailand (or both) to a level that is 10% or lower, as described in further detail in the Term Loan Credit Agreement. To the extent there are adjustments to the tariff rates of only one of the countries, the corresponding adjustments will be apportioned accordingly. The financial covenants in the 2L Amendment are also changed to require the Company to maintain liquidity (defined as unrestricted cash, cash equivalents and availability under existing credit facilities) of (a) at least $25,000,000 during the fiscal quarters ending March 30, 2026 and June 30, 2026, (b) at least $30,000,000 during the fiscal month ending July 31, 2026, (c) at least $35,000,000 during the fiscal month ending August 31, 2026, and (d) at least $40,000,000 during any fiscal month thereafter. The financial covenants in the 2L Amendment are also changed to require the Company not to permit an asset coverage ratio (defined as the ratio of (x) the sum of unrestricted cash, cash equivalents, and certain accounts and inventory, divided by (y) the sum of accounts payable and total debt) of less than (i) on or prior to March 31, 2026, 1.05:1.00 or (ii) thereafter, 1.15:1.00. The 2L Amendment did not materially revise the other negative covenants, representations, warranties, or events of default of the Company pursuant to the Term Loan Credit Agreement.

On February 27, 2026, GoPro entered into Amendment No. 3 (the “Wells Fargo Amendment”) with Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “RCF Agent”) and the several lenders from time to time party thereto (the “Revolving Lenders”), which amends that certain Credit Agreement, by and among GoPro, the RCF Agent and the Revolving Lenders (the “Revolving Credit Agreement”), in order to, among other things, provide for a modification in the financial covenants in the Revolving Credit Agreement, extend the maturity date and increase the interest rate.

The Wells Fargo Amendment provides an extension of the maturity date under the Revolving Credit Agreement from January 22, 2027 to June 30, 2027.

The Wells Fargo Amendment also changes certain of the financial covenants to require the Company to maintain liquidity (defined as unrestricted cash, cash equivalents and availability under existing credit facilities) of (a) at least $25,000,000 during the period from the date of the Wells Fargo Amendment through June 30, 2026, (b) at least $30,000,000 during the period from July 1, 2026 through July 31, 2026, (c) at least $35,000,000 during the period from August 1, 2026 through August 31, 2026 and (d) at least $40,000,000 from September 1, 2026 and thereafter.

The Wells Fargo Amendment also increases the interest rate of the Revolving Loans to a rate per annum of (i) the base rate plus a margin of 2.50% with respect to Base Rate Loans, or (ii) SOFR plus 0.10% plus a margin of 3.50% with respect to SOFR Loans.

The Wells Fargo Amendment also requires the Company to conduct an appraisal and other collateral diligence measures in order to implement a borrowing base to tie usage of the Revolving Loans to the Company’s collateral value. The Wells Fargo Amendment did not materially revise the other negative covenants, representations, warranties, or events of default of the Company pursuant to the Revolving Credit Agreement.

Upon entering into the Amendment, GoPro had $25.5 million outstanding under the Revolving Credit Agreement.

The foregoing summary and description of the provisions of the 2L Amendment and Wells Fargo Amendment do not purport to be complete and are qualified in its entirety by reference to the full text of the each, copies of which are filed as Exhibit 10.3 and Exhibit 10.4, respectively, with this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On March 5, 2026, GoPro, Inc. (the “Company”) issued a press release to report its financial results for its fourth quarter and year ended December 31, 2025.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 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 Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 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 of 1933, as amended (“Securities Act”), except as may be expressly set forth by specific reference in such filing or document.

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 Convertible Debentures 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 Debentures 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.
10.1^			Securities Purchase Agreement, by and between GoPro, Inc. and YA II PN, Ltd, dated February 28, 2026.
10.2			Form of Registration Rights Agreement.
10.3			Amendment No. 2 to Credit Agreement dated February 27, 2026, by and among GoPro, Inc. and Farallon Capital, L.L.C., on behalf of the lenders thereunder.
10.4			Amendment No. 3 to Credit Agreement dated February 27, 2026, by and among GoPro, Inc. and Wells Fargo Bank, National Association, on behalf of the lenders thereunder.
99.1			Press Release of GoPro, Inc. dated March 5, 2026 to report its financial results for its fourth quarter and year ended December 31, 2025.
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

^Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. GoPro, Inc. agrees to furnish a copy of any omitted schedule to the SEC upon request.

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:			March 5, 2026			By: /s/ Brian McGee
						Brian McGee EVP, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)

EXHIBIT 99.1

GoPro Announces Fourth Quarter and 2025 Results

2025 Revenue of $652 million

Fourth Quarter Revenue of $202 million

2025 Subscription and Service Revenue of $106 million

GP3 Next-Generation AI-Enabled Processor Set to Power New Cameras Beginning in Q2 2026

SAN MATEO, Calif., March 5, 2026 - GoPro, Inc. (NASDAQ: GPRO) announced financial results for its fourth quarter and full year ended December 31, 2025, and posted management commentary, including forward-looking guidance, in the investor relations section of its website at https://investor.gopro.com.

"In 2025, we maintained subscription and service revenue of $106 million by improving attach rates, retention rates and driving ARPU higher. GAAP gross margin was flat despite absorbing $20 million in tariff expenses, and we reduced operating expenses by $93 million, or 26% from the prior year. In addition, we improved cash flow from operations by $104 million,” said Brian McGee, GoPro’s CFO and COO.

“Looking ahead to Q2 2026, we’re excited to launch GP3, our new, next-generation AI-enabled image processor that will power several new GoPro cameras this year,” said Nicholas Woodman, GoPro’s founder and CEO. “GP3 enables a more premium camera lineup with category-leading image quality and processing performance, positioning GoPro to compete at even higher tiers of the digital imaging market while fortifying a leadership position in our existing product categories. With our first GP3-powered cameras launching in Q2 2026, GoPro is entering a new era of performance and innovation that we believe will expand our TAM and strengthen our financial performance.”

Q4 2025 Financial Results

•Revenue was $202 million, flat year-over-year.

•Sell-through was approximately 625,000 camera units, down 19% year-over-year.

•Subscription and service revenue was down 3% year-over-year at $27 million. GoPro subscriber count ended Q4 at 2.36 million, down 7% year-over-year.

•Revenue from the retail channel was $154 million, or 76% of total revenue and up 3% year-over-year. GoPro.com revenue, including subscription and service revenue, was $48 million, or 24% of total revenue and down 6% year-over-year.

•GAAP gross margin was 31.8% compared to 34.7% in the prior year quarter. Non-GAAP gross margin was 31.9% compared to 35.1% in the prior year quarter.

•GAAP net loss was $9 million, or a $(0.06) loss per share, compared to a net loss of $37 million or a $(0.24) loss per share, in the prior year quarter.

•Non-GAAP net loss was $3 million, or a $(0.02) loss per share, compared to a net loss of $14 million or a $(0.09) loss per share, in the prior year quarter.

•Adjusted EBITDA was positive $1 million compared to negative $14 million in the prior year quarter.

2025 Financial Results

•Cash flow from operations improved by $104 million year-over-year.

•Revenue was $652 million, down 19% year-over-year.

•Sell-through was approximately 2,000,000 camera units, down 20% year-over-year.

•Subscription and service revenue was down 1% year-over-year at $106 million.

•GAAP gross margin was 33.6% compared to 33.8% in the prior year period. Non-GAAP gross margin was 33.8% compared to 34.1% in the prior year period.

•GAAP net loss was $93 million, or a $(0.59) loss per share, compared to a net loss of $432 million or a $(2.82) loss per share in the prior year period. Non-GAAP net loss was $48 million, or a $(0.30) loss per share, compared to a net loss of $370 million or a $(2.42) loss per share in the prior year period. GAAP and non-GAAP net loss per share for 2024 were impacted by the establishment of a $295 million valuation allowance on our U.S. deferred tax assets that was recorded in the first quarter of 2024.

•Adjusted EBITDA was negative $29 million compared to negative $72 million in the prior year period.

Results Summary (unaudited):

($ in thousands, except per share amounts)			Three months ended December 31,																		Year ended December 31,
			2025						2024						% Change						2025						2024						% Change
Revenue
Hardware revenue			$	175,121					$	173,636					0.9		%				$	545,267					$	694,512					(21.5)		%
Subscription and services revenue			26,552						27,246						(2.5)		%				106,275						106,961						(0.6)		%
Total revenue			$	201,673					$	200,882					0.4		%				$	651,542					$	801,473					(18.7)		%
Gross margin
GAAP			31.8		%				34.7		%				(290) bps						33.6		%				33.8		%				(20) bps
Non-GAAP			31.9		%				35.1		%				(320) bps						33.8		%				34.1		%				(30) bps
Operating loss
GAAP			$	(8,241)					$	(39,100)					(78.9)		%				$	(83,341)					$	(135,033)					(38.3)		%
Non-GAAP			$	(2,518)					$	(15,968)					(84.2)		%				$	(40,702)					$	(80,327)					(49.3)		%
Net loss
GAAP			$	(9,104)					$	(37,191)					(75.5)		%				$	(93,487)					$	(432,311)					(78.4)		%
Non-GAAP			$	(2,669)					$	(14,418)					(81.5)		%				$	(47,977)					$	(370,417)					(87.0)		%
Diluted net loss per share
GAAP			$	(0.06)					$	(0.24)					(75.0)		%				$	(0.59)					$	(2.82)					(79.1)		%
Non-GAAP			$	(0.02)					$	(0.09)					(77.8)		%				$	(0.30)					$	(2.42)					(87.6)		%
Adjusted EBITDA			$	784					$	(14,359)					(105.5)		%				$	(28,516)					$	(71,639)					(60.2)		%

Conference Call

GoPro management will host a conference call and live webcast for analysts and investors today at 2 p.m. Pacific Time (5 p.m. Eastern Time) to discuss the Company’s financial results.

Prior to the start of the call, the Company will post Management Commentary on the “Events & Presentations” section of its investor relations website at https://investor.gopro.com. Management will make brief opening comments before taking questions.

To listen to the live conference call, please dial +1 833-470-1428 (US) or +1 404-975-4839 (International) and enter access code 735527, approximately 15 minutes prior to the start of the call. A live webcast of the conference call will be accessible on the “Events & Presentations” section of the Company’s website at https://investor.gopro.com. An archived audio webcast will be accessible for at least 90 days on GoPro’s website, https://investor.gopro.com.

About GoPro, Inc. (NASDAQ: GPRO)

GoPro helps the world capture and share itself in immersive and exciting ways.

Connect with GoPro on Instagram, YouTube, TikTok, Facebook, X, LinkedIn, and GoPro's blog, The Current. Members of the press can access official logos and imagery on our press portal. For more information, visit GoPro.com.

GoPro, HERO, MAX and their respective logos are trademarks or registered trademarks of GoPro, Inc. in the United States and other countries.

Note Regarding Use of Non-GAAP Financial Measures

GoPro reports gross profit, gross margin percentage, operating expenses, operating income (loss), other income (expense), tax expense (benefit), net income (loss) and diluted net income (loss) per share in accordance with U.S. generally accepted accounting principles (GAAP) and on a non-GAAP basis. Additionally, GoPro reports non-GAAP adjusted EBITDA. Non-GAAP items exclude, where applicable, the effects of stock-based compensation, acquisition-related costs, restructuring and other related costs, (gain) loss on insurance proceeds, (gain) loss on extinguishment of debt, (gain) loss on revaluation of warrants, gain on the sale and license of intellectual property, goodwill impairment charges, and the tax impact of these items. When planning, forecasting, and analyzing gross profit, gross margin percentage, operating expenses, operating income (loss), other income (expense), tax expense (benefit), net income (loss) and net income (loss) per share for future periods, GoPro does so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for reconciling items which are inherently difficult to predict with reasonable accuracy. A reconciliation of preliminary GAAP to non-GAAP measures has been provided in this press release, and investors are encouraged to review the reconciliation.

Note on Forward-looking Statements

This press release may contain projections or other forward-looking statements within the meaning Section 27A of the Private Securities Litigation Reform Act. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “should,” “will,” “plan” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements in this press release may include but are not limited to statements regarding our expectations for profitability, improved gross margin, revenue growth and cash flow, subscription retention, attach rates and ARPU, expanding our TAM and reduced operating expenses; hardware and software product launch, product diversification, the launch of GP3 and our ability to drive premium cameras sales and an expanded TAM, and the expected capabilities, performance and competitive advantages of our GP3 image processor and AI-enabled technology. These statements involve risks and uncertainties, and actual events or results may differ materially. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements include the inability to achieve our revenue growth or profitability in the future, and if revenue growth or profitability is achieved, the inability to sustain it; the fact that an economic downturn or economic uncertainty in our key U.S. and international markets, inflation, and fluctuations in interest rates or currency exchange rates may adversely affect consumer discretionary spending and demand for our products; changes to trade agreements, trade policies, increased tariffs and import/export regulations including uncertainties regarding any new proposed tariffs, which may negatively affect our business and supply chain expenses; the fact that our goal to grow revenue and be profitable relies upon our ability to manage expenses and grow sales from our direct-to-consumer business, our retail partners, and distributors; our ability to acquire and retain subscribers; our reliance on third-party suppliers, some of which are sole-source suppliers, to provide services and components for our products which may be impacted due to supply shortages, long lead times or other service disruptions that may lead to increased costs due to the effects of global conflicts and geopolitical issues such as the ongoing conflicts in the Middle East or China-Taiwan relations; the risk that increases in component costs or shortages of key components may negatively impact our ability to achieve or maintain profitability; our ability to maintain the value and reputation of our brand and protect our intellectual property and proprietary rights; the risk that our sales fall below our forecasts, especially during the holiday season; the risk we fail to manage our operating expenses effectively, which may result in our financial performance suffering; the fact that our profitability depends in part on further penetrating our total addressable market, and we may not be successful in doing so; the risk we are not able to reduce our operating expenses; the fact that we rely on sales of our cameras, mounts and accessories for substantially all of our revenue, and any decrease in the sales or change in sales mix of these products could harm our business; the risk that we may not successfully manage product introductions, product transitions, product pricing and marketing; our ability to achieve or maintain profitability if there are delays or issues in our product launches; the fact that a small number of retailers and distributors account for a substantial portion of our revenue and our level of business with them could be significantly reduced; our ability to attract, engage and retain qualified personnel; the impact of competition on our market share, revenue and profitability; the fact that we may continue to experience fluctuating revenue, expenses and profitability in the future; risks related to inventory, purchase commitments and long-lived assets; the risk that we will encounter problems with our distribution system; the threat of a security breach or other disruption including cyberattacks; the concern that our intellectual property and proprietary rights may not adequately protect our products and services; the outcome of pending or future litigation and legal proceedings; the risk that future issuances of our common stock, including in connection with equity compensation plans or financing transactions, may dilute existing stockholders; the risk that we may be unable to maintain compliance with Nasdaq listing requirements, which could result in delisting and adversely affect the liquidity and market price of our common stock; and other factors detailed in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2024, which is on file with the Securities and Exchange Commission (SEC) and other filings we make from time to time with the SEC. These forward-looking statements speak only as of the date hereof or as of the date otherwise stated herein. GoPro disclaims any obligation to update these forward-looking statements.

GoPro, Inc.

Preliminary Condensed Consolidated Statements of Operations

(unaudited)

			Three months ended December 31,												Year ended December 31,
(in thousands, except per share data)			2025						2024						2025						2024
Revenue
Hardware			$	175,121					$	173,636					$	545,267					$	694,512
Subscription and services			26,552						27,246						106,275						106,961
Total revenue			201,673						200,882						651,542						801,473
Cost of revenue
Hardware			128,653						124,081						400,419						499,882
Subscription and services			8,833						7,100						31,957						30,296
Total cost of revenue			137,486						131,181						432,376						530,178
Gross profit			64,187						69,701						219,166						271,295
Operating expenses:
Research and development			32,133						50,025						126,796						185,897
Sales and marketing			27,267						43,450						100,756						160,635
General and administrative			13,028						15,326						56,355						59,796
Goodwill impairment			—						—						18,600						—
Total operating expenses			72,428						108,801						302,507						406,328
Operating loss			(8,241)						(39,100)						(83,341)						(135,033)
Other income (expense):
Interest expense			(3,504)						(1,057)						(8,452)						(3,329)
Other income, net			948						563						345						5,273
Total other income (expense), net			(2,556)						(494)						(8,107)						1,944
Loss before income taxes			(10,797)						(39,594)						(91,448)						(133,089)
Income tax expense (benefit)			(1,693)						(2,403)						2,039						299,222
Net loss			$	(9,104)					$	(37,191)					$	(93,487)					$	(432,311)
Basic and diluted net loss per share			$	(0.06)					$	(0.24)					$	(0.59)					$	(2.82)
Shares used to compute basic and diluted net loss per share			161,046						155,091						158,579						153,113

GoPro, Inc.

Preliminary Condensed Consolidated Balance Sheets

(unaudited)

(in thousands)			December 31, 2025						December 31, 2024
Assets
Current assets:
Cash and cash equivalents			$	49,674					$	102,811
Accounts receivable, net			93,513						85,944
Inventory			78,431						120,716
Prepaid expenses and other current assets			30,951						29,774
Total current assets			252,569						339,245
Property and equipment, net			5,903						8,696
Operating lease right-of-use assets			11,138						14,403
Goodwill			133,751						152,351
Other long-term assets			24,622						28,983
Total assets			$	427,983					$	543,678
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable			$	97,012					$	85,936
Accrued expenses and other current liabilities			95,856						110,769
Short-term operating lease liabilities			12,069						10,936
Deferred revenue			52,636						55,418
Short-term debt			19,598						93,208
Total current liabilities			277,171						356,267
Long-term taxes payable			13,544						11,621
Long-term debt			44,322						—
Long-term operating lease liabilities			7,329						18,067
Other long-term liabilities			9,067						6,034
Total liabilities			351,433						391,989
Stockholders’ equity:
Common stock and additional paid-in capital			1,044,875						1,026,527
Treasury stock, at cost			(193,231)						(193,231)
Accumulated deficit			(775,094)						(681,607)
Total stockholders’ equity			76,550						151,689
Total liabilities and stockholders’ equity			$	427,983					$	543,678

GoPro, Inc.

Preliminary Condensed Consolidated Statements of Cash Flows

(unaudited)

			Three months ended December 31,												Year ended December 31,
(in thousands)			2025						2024						2025						2024
Operating activities:
Net loss			$	(9,104)					$	(37,191)					$	(93,487)					$	(432,311)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			1,849						1,780						7,065						6,491
Non-cash operating lease cost			1,310						1,335						3,265						1,050
Stock-based compensation			4,393						5,199						19,542						29,132
Goodwill impairment			—						—						18,600						—
Deferred income taxes, net			432						12						280						296,771
Impairment of right-of-use assets			—						—						—						3,276
Other			655						1,088						1,537						461
Net changes in operating assets and liabilities			16,068						2,678						22,529						(30,011)
Net cash provided by (used in) operating activities			15,603						(25,099)						(20,669)						(125,141)
Investing activities:
Purchases of property and equipment, net			(645)						(416)						(3,362)						(4,039)
Maturities of marketable securities			—						—						—						24,000
Acquisition, net of cash acquired			—						—						—						(12,308)
Net cash provided by (used in) investing activities			(645)						(416)						(3,362)						7,653
Financing activities:
Proceeds from issuance of common stock			2,000						—						2,706						2,150
Taxes paid related to net share settlement of equity awards			(754)						(232)						(1,916)						(3,079)
Repayment of 2025 convertible senior notes			(93,750)						—						(93,750)						—
Proceeds from borrowings			—						—						113,174						—
Repayments of borrowings			(25,443)						—						(48,044)						—
Payment of debt issuance costs			—						—						(2,282)						—
Net cash used in financing activities			(117,947)						(232)						(30,112)						(929)
Effect of exchange rate changes on cash and cash equivalents			(108)						(1,637)						1,006						(1,480)
Net change in cash and cash equivalents			(103,097)						(27,384)						(53,137)						(119,897)
Cash and cash equivalents at beginning of period			152,771						130,195						102,811						222,708
Cash and cash equivalents at end of period			$	49,674					$	102,811					$	49,674					$	102,811

GoPro, Inc.

Reconciliation of Preliminary GAAP to Non-GAAP Financial Measures

To supplement our unaudited selected financial data presented on a basis consistent with GAAP, we disclose certain non-GAAP financial measures, including non-GAAP gross profit, gross margin percentage, operating expenses, operating income (loss), other income (expense), tax expense (benefit), net income (loss), diluted net income (loss) per share and adjusted EBITDA. We also provide forecasts of non-GAAP gross margin, non-GAAP operating expenses, non-GAAP other income (expense), non-GAAP tax expense (benefit), non-GAAP net income (loss) and non-GAAP diluted net income (loss) per share. We use non-GAAP financial measures to help us understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short-term and long-term operational plans. Our management uses and believes that investors benefit from referring to these non-GAAP financial measures in assessing our operating results. These non-GAAP financial measures should not be considered in isolation from, or as an alternative to, the measures prepared in accordance with GAAP, and are not based on any comprehensive set of accounting rules or principles. We believe that these non-GAAP measures, when read in conjunction with our GAAP financials, provide useful information to investors by facilitating:

•the comparability of our on-going operating results over the periods presented;

•the ability to identify trends in our underlying business; and

•the comparison of our operating results against analyst financial models and operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.

These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Some of these limitations are:

•adjusted EBITDA does not reflect income tax expense (benefit), which may change cash available to us;

•adjusted EBITDA does not reflect interest income (expense), which may reduce cash available to us;

•adjusted EBITDA excludes depreciation and amortization and, although these are non-cash charges, the property and equipment being depreciated and amortized often will have to be replaced in the future, and adjusted EBITDA does not reflect any cash capital expenditure requirements for such replacements;

•adjusted EBITDA excludes the amortization of point of purchase (POP) display assets because it is a non-cash charge, and is treated similarly to depreciation of property and equipment and amortization of acquired intangible assets;

•adjusted EBITDA and non-GAAP net income (loss) exclude restructuring and other related costs which primarily include severance-related costs, stock-based compensation expenses, manufacturing consolidation charges, facilities consolidation charges recorded in connection with restructuring actions, including right-of-use asset impairment charges (if applicable), and the related ongoing operating lease cost of those facilities recorded under ASC 842, Leases. These expenses do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of current operating performance or comparisons to the operating performance in other periods;

•adjusted EBITDA and non-GAAP net income (loss) exclude stock-based compensation expense related to equity awards granted primarily to our workforce. We exclude stock-based compensation expense because we believe that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In particular, we note that companies calculate stock-based compensation expense for the variety of award types that they employ using different valuation methodologies and subjective assumptions. These non-cash charges are not factored into our internal evaluation of non-GAAP net income (loss) as we believe their inclusion would hinder our ability to assess core operational performance;

•adjusted EBITDA and non-GAAP net income (loss) excludes a gain (loss) on insurance proceeds because it is not reflective of ongoing operating results in the period, and the frequency and amount of such gains and losses vary;

•adjusted EBITDA and non-GAAP net income (loss) excludes any gain or loss on the extinguishment of debt because it is not reflective of ongoing operating results in the period, and the frequency and amount of such gains and losses vary;

•adjusted EBITDA and non-GAAP net income (loss) excludes a gain (loss) on the revaluation of warrants because it is not reflective of ongoing operating results in the period, and hinders our ability to assess core operational performance;

•adjusted EBITDA and non-GAAP net income (loss) excludes goodwill impairment charges as they do not reflect ongoing operating results in the period and hinders our ability to assess core operational performance;

•non-GAAP net income (loss) excludes acquisition-related costs including the amortization of acquired intangible assets (primarily consisting of acquired technology), the impairment of acquired intangible assets (if applicable), as well as third-party transaction costs incurred for legal and other professional services. These costs are not factored into our evaluation of potential acquisitions, or of our performance after completion of the acquisitions because these costs are not related to our core operating performance or reflective of ongoing operating results in the period, and the frequency and amount of such costs vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses being acquired. Although we exclude the amortization of acquired intangible assets from our non-GAAP net income (loss), management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and can contribute to revenue generation;

•non-GAAP net income (loss) excludes a gain on the sale and/or license of intellectual property. This gain is not related to our core operating performance or reflective of ongoing operating results in the period, and the frequency and amount of such gains are inconsistent;

•non-GAAP net income (loss) includes income tax adjustments which reflect the current and deferred income tax expense (benefit) and the effect of non-GAAP adjustments;

•GAAP and non-GAAP net income (loss) per share includes the dilutive, tax effected cash interest expense associated with our 2025 Notes in periods of net income, as if converted at the beginning of the period; and

•other companies may calculate these non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.

GoPro, Inc.

Reconciliation of Preliminary GAAP to Non-GAAP Financial Measures

(unaudited)

Reconciliations of non-GAAP financial measures are set forth below:

			Three months ended December 31,												Year ended December 31,
(in thousands, except per share data)			2025						2024						2025						2024
GAAP net loss			$	(9,104)					$	(37,191)					$	(93,487)					$	(432,311)
Stock-based compensation:
Cost of revenue			220						240						946						1,343
Research and development			2,319						2,461						10,393						14,411
Sales and marketing			831						912						3,533						5,804
General and administrative			1,023						1,586						4,670						7,574
Total stock-based compensation			4,393						5,199						19,542						29,132
Acquisition-related costs:
Research and development			469						469						1,875						1,563
General and administrative			8						(7)						20						789
Total acquisition-related costs			477						462						1,895						2,352
Restructuring and other costs:
Cost of revenue			(14)						562						(63)						699
Research and development			870						13,013						671						15,954
Sales and marketing			(32)						3,352						138						4,964
General and administrative			29						544						1,856						1,605
Total restructuring and other costs			853						17,471						2,602						23,222
(Gain) loss on insurance recovery			—						(1,130)						(266)						(1,130)
(Gain) on sale and/or license of intellectual property			—						—						—						(999)
(Gain) loss on revaluation of warrants			442						—						3,036						—
Goodwill impairment			—						—						18,600						—
Income tax adjustments			270						771						101						9,317
Non-GAAP net loss			$	(2,669)					$	(14,418)					$	(47,977)					$	(370,417)
GAAP and non-GAAP shares for diluted net loss per share			161,046						155,091						158,579						153,113
GAAP diluted net loss per share			$	(0.06)					$	(0.24)					$	(0.59)					$	(2.82)
Non-GAAP diluted net loss per share			$	(0.02)					$	(0.09)					$	(0.30)					$	(2.42)

			Three months ended December 31,												Year ended December 31,
(dollars in thousands)			2025						2024						2025						2024
GAAP gross margin as a % of revenue			31.8		%				34.7		%				33.6		%				33.8		%
Stock-based compensation			0.1						0.1						0.2						0.2
Restructuring and other costs			—						0.3						—						0.1
Non-GAAP gross margin as a % of revenue			31.9		%				35.1		%				33.8		%				34.1		%
GAAP operating expenses			$	72,428					$	108,801					$	302,507					$	406,328
Stock-based compensation			(4,173)						(4,959)						(18,596)						(27,789)
Acquisition-related costs			(477)						(462)						(1,895)						(2,352)
Restructuring and other costs			(867)						(16,909)						(2,665)						(22,523)
Goodwill impairment			—						—						(18,600)						—
Non-GAAP operating expenses			$	66,911					$	86,471					$	260,751					$	353,664
GAAP operating loss			$	(8,241)					$	(39,100)					$	(83,341)					$	(135,033)
Stock-based compensation			4,393						5,199						19,542						29,132
Acquisition-related costs			477						462						1,895						2,352
Restructuring and other costs			853						17,471						2,602						23,222
Goodwill impairment			—						—						18,600						—
Non-GAAP operating loss			$	(2,518)					$	(15,968)					$	(40,702)					$	(80,327)

			Three months ended December 31,												Year ended December 31,
(in thousands)			2025						2024						2025						2024
GAAP net loss			$	(9,104)					$	(37,191)					$	(93,487)					$	(432,311)
Income tax expense (benefit)			(1,693)						(2,403)						2,039						299,222
Interest expense (income), net			2,282						279						5,343						(1,388)
Depreciation and amortization			1,849						1,781						7,065						6,491
POP display amortization			1,762						1,635						7,010						5,123
Stock-based compensation			4,393						5,199						19,542						29,132
(Gain) loss on insurance recovery			—						(1,130)						(266)						(1,130)
(Gain) loss on revaluation of warrants			442						—						3,036						—
Goodwill impairment			—						—						18,600						—
Restructuring and other costs			853						17,471						2,602						23,222
Adjusted EBITDA			$	784					$	(14,359)					$	(28,516)					$	(71,639)

# # # # #

Investor Contact

investor@gopro.com

Media Contact

pr@gopro.com

FAQ

What financing agreement did GoPro (GPRO) sign with Yorkville in February 2026?

GoPro entered a securities purchase agreement with YA II PN, Ltd. for up to $50 million in convertible debentures maturing in August 2027. The debentures carry a 3% original issue discount and are convertible into Class A shares at a price tied to recent trading levels.

How did GoPro (GPRO) perform financially in full-year 2025?

In 2025, GoPro generated $651.5 million in revenue, down 18.7% year-over-year, with hardware at $545.3 million and subscription and services at $106.3 million. GAAP net loss improved substantially to $93.5 million from $432.3 million in 2024.

What were GoPro’s (GPRO) fourth quarter 2025 results?

Q4 2025 revenue was $201.7 million, essentially flat year-over-year. GAAP net loss narrowed to $9.1 million from $37.2 million, while adjusted EBITDA turned slightly positive at $0.8 million, reflecting improved cost structure and efficiency.

How are GoPro’s credit agreements with Farallon and Wells Fargo changing?

GoPro amended its term loan and revolving credit facilities to modify financial covenants, including EBITDA, liquidity and asset coverage thresholds. The Wells Fargo revolver maturity was extended to June 30, 2027, with higher interest margins and a borrowing base tied to collateral value.

What is the conversion pricing structure of GoPro’s new convertible debentures?

The debentures convert at the lower of a fixed $1.1453 price or 98% of the lowest five-day volume-weighted average price before conversion, subject to a floor of $0.1736. Issuances are limited by Nasdaq exchange caps and ownership thresholds.

How did GoPro’s subscription and service business perform in 2025?

Subscription and service revenue was $106.3 million in 2025, down 0.6% year-over-year. In Q4 2025, this segment produced $26.6 million, down 2.5% from the prior-year quarter, while management highlighted improved attach, retention and ARPU metrics.

What is GoPro’s GP3 processor and when will it debut?

GP3 is GoPro’s next-generation AI-enabled image processor designed to power several new premium cameras. The company plans to launch its first GP3-powered cameras in Q2 2026, targeting higher tiers of the digital imaging market and expanding its addressable market.

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