GoPro agrees $285M, $1.14/share merger deal
Rhea-AI Filing Summary
GoPro, Inc. (GPRO) announced a definitive merger agreement under which Merger Sub, a subsidiary of Action Acquisitions LLC, will merge into GoPro, which will remain as the surviving corporation and a subsidiary of Parent and stay publicly listed on Nasdaq.
GoPro shareholders are expected to receive an aggregate $285 million in cash, or $1.14 per share, subject to a net working capital adjustment, and to own approximately 10% of the combined company. Approximately $92 million of GoPro’s outstanding debt will be repaid at closing, leaving a substantially debt‑free balance sheet. The combination is intended to recapitalize and reposition GoPro, adding Starman Optical’s U.S.-made optical transceiver business and expanding into AI data center, government, defense and aerospace markets while continuing GoPro’s existing consumer products and subscription and cloud platform. The deal has been approved by both companies’ boards and is expected to close by year‑end 2026, subject to stockholder and regulatory approvals and other customary conditions.
Positive
- $285 million cash (or $1.14 per share) to GoPro shareholders plus ongoing ownership of about 10% in the combined company represents a significant liquidity event with continued equity participation.
- GoPro’s outstanding debt of approximately $92 million will be repaid in full at closing, resulting in a substantially debt‑free balance sheet.
- The merger is expected to add Starman’s U.S.-made optical transceiver business, targeting AI data center, government, defense and aerospace markets, potentially diversifying and expanding GoPro’s addressable markets.
Negative
- Completion of the merger is uncertain, as it is subject to GoPro stockholder approval, required regulatory approvals and other customary closing conditions, with explicit risk that the transaction may not be completed.
- The company highlights risks including possible termination of the merger agreement (potentially requiring GoPro to pay a termination fee or other expenses) and potential stockholder litigation that could lead to significant defense, indemnification and liability costs.
- GoPro discloses risks that the transaction’s pendency could affect its ability to retain key personnel, maintain customer and supplier relationships, and that anticipated benefits of the merger may not be realized or may be delayed.
Filing Explained
The merger remains proposed, not completed: GoPro says it will file a proxy statement for stockholders before seeking their approval, so the transaction still depends on that vote and other closing conditions.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Aggregate cash consideration: $285 million
Per-share cash consideration: $1.14 per share
Post-closing shareholder ownership: approximately 10%
+3 more
6 metrics
Aggregate cash consideration
$285 million
Aggregate cash payment to GoPro shareholders in connection with the proposed merger
Per-share cash consideration
$1.14 per share
Cash payment per GoPro share, subject to net working capital adjustment at closing
Post-closing shareholder ownership
approximately 10%
Approximate percentage of outstanding shares GoPro shareholders will own in the combined company
Outstanding debt to be repaid
approximately $92 million
GoPro’s outstanding debt that will be repaid in full at merger closing
U.S. patents in IP portfolio
more than 2500 U.S. patents
Size of GoPro’s U.S. patent portfolio referenced as part of its IP assets
Expected closing timing
by year-end 2026
Targeted completion date for the merger, subject to approvals and conditions
Key Terms
Agreement and Plan of Merger, proxy statement, optical transceivers, forward-looking statements, +2 more
6 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
proxy statement regulatory
"GoPro intends to file with the Securities and Exchange Commission ... a proxy statement"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
optical transceivers technical
"Starman's U.S.-made optical transceivers are expected to be added to GoPro's portfolio"
Optical transceivers are small hardware modules that convert electrical signals into pulses of light and back again so data can travel over fiber-optic cables; think of them as translators that let computers and network equipment “talk” over long distances at very high speed. They matter to investors because demand, supply constraints, and price changes for these components directly affect the growth and profitability of companies serving data centers, telecom networks, and cloud services, similar to how a shortage of car engines would impact auto makers.
forward-looking statements regulatory
"This press release may contain forward-looking statements including, among other things"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
termination fee financial
"including in circumstances that would require GoPro to pay a termination fee or other expenses"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
optical-photonics technical
"a privately held optical-photonics company focused on the development"
FAQ
What merger did GoPro (GPRO) announce with Starman Optical?
GoPro announced a definitive merger in which a Starman Optical subsidiary will merge into GoPro, making GoPro a subsidiary of Action Acquisitions LLC while remaining publicly listed. The transaction combines GoPro’s imaging and IP portfolio with Starman’s U.S.-made optical transceiver business.
What happens to GoPro’s debt in the proposed Starman merger?
GoPro’s outstanding debt of approximately $92 million will be repaid in full at closing of the merger, which the company states will result in a clean, substantially debt‑free balance sheet for the combined entity.
Will GoPro (GPRO) remain a public company after the merger?
Yes. GoPro states that it will remain a publicly listed company on Nasdaq following the merger and will continue to support its existing consumer products and its subscription and cloud platform while investing in a broader, diversified product roadmap.
When is the GoPro–Starman merger expected to close?
The transaction is expected to close by year‑end 2026, subject to regulatory approvals, approval by GoPro’s stockholders and other customary closing conditions. GoPro plans to provide additional information regarding the transaction upon closing.
What new markets is GoPro (GPRO) targeting through the Starman merger?
The combined company intends to expand into AI data center, government, defense and aerospace markets by adding Starman’s U.S.-made optical transceivers and leveraging GoPro’s IP, optics and imaging capabilities, while continuing its consumer camera and subscription businesses.
What risks to GoPro (GPRO) are highlighted regarding the proposed merger?
GoPro lists risks including failure to obtain stockholder or regulatory approvals, potential termination of the merger agreement with related fees, possible stockholder litigation, impacts on personnel and business relationships, and the possibility that anticipated merger benefits may not be realized.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 1, 2026
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On September 1, 2026, GoPro, Inc. (“GoPro”) issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Action Acquisitions LLC, a Delaware limited liability company (“Parent”), and Starman Optical, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” or “Starman”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver (if waiver is permitted by applicable law) of the conditions set forth therein, Merger Sub will merge with and into GoPro, with GoPro continuing as the surviving corporation and a subsidiary of Parent.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
No Offer or Solicitation
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).
Additional Information and Where to Find It
This document may be deemed to be solicitation material in respect of the proposed transaction involving GoPro and Parent. In connection with the proposed transaction, GoPro intends to file with the Securities and Exchange Commission (the “SEC”) and furnish to stockholders a proxy statement. This document is not a substitute for the proxy statement or any other document that GoPro may file with the SEC or send to its stockholders in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS OF GOPRO ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GOPRO AND THE PROPOSED TRANSACTION. The materials to be filed by GoPro will be made available to GoPro’s investors and stockholders at no expense to them and copies may be obtained free of charge on GoPro’s website at https://investor.gopro.com/. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov.
GoPro and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of GoPro stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of GoPro’s executive officers and directors in the solicitation by reading GoPro’s proxy statement for its 2026 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the subsequent Quarterly Reports on Form 10-Q, and the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed transaction when they become available. Information concerning the interests of GoPro’s participants in the solicitation, which may, in some cases, be different than those of GoPro’s stockholders generally, will be set forth in the proxy statement relating to the proposed transaction when it becomes available.
Forward-Looking Statements
This document may contain forward-looking statements including, among other things, statements regarding the potential benefits of the proposed transaction; the prospective performance and outlook of GoPro's business, performance and opportunities; the technologies to be added to GoPro's portfolio; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to: (i) the ability to obtain the requisite approval from stockholders of GoPro; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for GoPro will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require GoPro to pay a termination fee or other expenses; (vi) the effect of the pendency of the proposed transaction on GoPro's ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or
its stock price; (vii) risks related to diverting management's attention from GoPro's ongoing business operations or the loss of one or more members of the management team; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which GoPro and Starman operate; (x) actions by third parties, including government agencies, (xi) uncertainty regarding the expected financial performance of the combined company following completion of the proposed transaction; (xii) failure to realize the anticipated benefits of the proposed transaction within the expected time frame or at all, including as a result of a delay in completing the proposed transaction or integrating the businesses; (xiii) the ability of the combined company to implement its business strategy; and (xiv) other risk factors detailed from time to time in GoPro's reports filed with the SEC, including GoPro's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive. Any forward-looking statements speak only as of the date of this communication. GoPro does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | ||||
99.1 | Press Release of GoPro, Inc., dated September 1, 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: | September 1, 2026 | By: /s/ Brian Tratt | ||||||
Brian Tratt Chief Financial Officer (Principal Financial Officer) | ||||||||
Exhibit 99.1
GOPRO ENTERS INTO DEFINITIVE AGREEMENT TO MERGE WITH STARMAN OPTICAL, INC.
Merger to Recapitalize and Reposition GoPro; Company to Remain Publicly Listed on Nasdaq
Transaction Expected to Add U.S. Onshore Optical Transceiver Business, Positioning GoPro to Expand into AI Data Center, Government, Defense and Aerospace Markets
GoPro to Continue Supporting its Existing Consumer Products and its Subscription and Cloud Platform While Investing in Growth
NEW YORK, NY and SAN MATEO, Calif., Sept. 1, 2026 – GoPro, Inc. (NASDAQ: GPRO) and
Starman Optical, Inc. (“Starman”), a privately held optical-photonics company, today announced that they have entered into a definitive merger agreement. In connection with the proposed transaction, GoPro shareholders will receive an aggregate cash payment of
$285 million, or $1.14 per share, subject to potential adjustment based on GoPro’s net working capital at closing and will maintain ownership of approximately 10% of the outstanding shares of the Company. GoPro’s outstanding debt of approximately $92 million will be repaid in full at closing, resulting in a clean, substantially debt-free balance sheet.
Over the past 24 years, GoPro has developed industry-leading imaging solutions featuring innovative, advanced optics, market-defining technology and an associated IP portfolio of more than 2500 U.S. patents. The merger intends to maximize the value of GoPro’s IP and growth potential in consumer, commercial and defense markets by recapitalizing the company, strengthening its balance sheet, investing in growth and onshoring the manufacturing of products for strategic markets.
GoPro will remain a publicly listed company and will continue to fully support its existing consumer products and its subscription and cloud platform while investing in growth and a broader, diversified product roadmap. Starman's U.S.-made optical transceivers are expected to be added to GoPro's portfolio, extending the Company’s reach into the large and rapidly growing market for AI infrastructure in optical transceivers.
Following the transaction closing, the combined company also intends to leverage its IP, optics and imaging capabilities across defense, government, robotics and aerospace markets, building on demand for U.S.-made solutions.
“Advanced optics and imaging are essential to AI, national security, and the broader economy, yet much of the critical hardware supporting these technologies continues to be
manufactured overseas,” said Charles Tebele, Chief Executive Officer of Starman Holding. “The combination of GoPro’s world-class optical expertise and intellectual property with Starman’s advanced transceiver capabilities and U.S. manufacturing platform creates a unique opportunity. Together, we intend to bring production of these critical components back to the United States.”
“We expect this merger to enable GoPro to grow across consumer, commercial and defense markets as a leading American imaging and optical solutions company, addressing important areas of national security related to cameras, optics and AI infrastructure. We’re excited to combine with the Starman team to capitalize on this opportunity and play an important role in America’s future,” said Nicholas Woodman, Founder and CEO of GoPro.
The transaction has been approved by GoPro’s Board of Directors and by the Board of Starman. It is expected to close by year-end 2026, subject to regulatory approvals and other customary closing conditions, including approval by GoPro’s stockholders.
GoPro plans to provide additional information regarding the transaction upon closing.
Houlihan Lokey, Inc. is acting as financial advisor and has provided a fairness opinion to GoPro, and Fenwick & West LLP is serving as legal counsel to GoPro.
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, MISSION and their respective logos are trademarks or registered trademarks of GoPro, Inc. in the United States and other countries.
About Starman Optical
Starman Optical, Inc. ("Starman"), a Starman Holding company, is a privately held U.S. optical-photonics company focused on the development and domestic manufacturing of optical transceivers and related photonics technologies through its Starman New Photonics business. Starman Holding is a diversified holding company with interests across technology, consumer brands, and optical photonics.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in respect of the proposed transaction involving GoPro, Inc. (“GoPro”) and Starman. In connection with the proposed transaction, GoPro intends to file with the Securities and Exchange Commission (the “SEC”) and furnish to stockholders a proxy statement. This press release is not a substitute for the proxy statement or any other document that GoPro may file with the SEC or send to its stockholders in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS OF GOPRO ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GOPRO AND THE PROPOSED
TRANSACTION. The materials to be filed by GoPro will be made available to GoPro’s investors and stockholders at no expense to them and copies may be obtained free of charge on GoPro’s website at https://investor.gopro.com/. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov.
GoPro and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of GoPro stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of GoPro’s executive officers and directors in the solicitation by reading GoPro’s proxy statement for its 2026 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the subsequent Quarterly Reports on Form 10-Q, and the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed transaction when they become available.
Information concerning the interests of GoPro’s participants in the solicitation, which may, in some cases, be different than those of GoPro’s stockholders generally, will be set forth in the proxy statement relating to the proposed transaction when it becomes available.
Forward-Looking Statements
This press release may contain forward-looking statements including, among other things, statements regarding the potential benefits of the proposed transaction; the prospective performance and outlook of GoPro’s business, performance and opportunities; the technologies to be added to GoPro’s portfolio; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. The words “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to: (i) the ability to obtain the requisite approval from stockholders of GoPro; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for GoPro will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require GoPro to pay a termination fee or other expenses; (vi) the effect of the pendency of the proposed transaction on GoPro’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; (vii) risks related to diverting management’s attention from GoPro’s ongoing business operations or the loss of one or more members of the management team; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which GoPro and Starman operate; (x) actions by third parties, including government agencies,
(xi) uncertainty regarding the expected financial performance of the combined company following completion of the proposed transaction; (xii) failure to realize the anticipated benefits of the proposed transaction within the expected time frame or at all, including as a result of a delay in completing the proposed transaction or integrating the businesses; (xiii) the ability of the combined company to implement its business strategy; and (xiv) other risk factors detailed from time to time in GoPro’s reports filed with the SEC, including GoPro’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive. Any forward-looking statements speak only as of the date of this communication. GoPro does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
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