Every 8-K that GoPro, Inc. (GPRO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GPRO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GPRO filings page.
GoPro, Inc. (GPRO) reports that it has regained compliance with The Nasdaq Stock Market’s minimum bid price requirement under the Nasdaq Listing Rules. Nasdaq notified the company on September 16, 2026, after the Class A common stock maintained a closing bid price of at least $1.00 per share for at least ten consecutive business days. This follows an earlier Nasdaq notice on July 21, 2026, stating that GoPro was not in compliance with the minimum bid price requirement.
GoPro, Inc. (GPRO) entered into a new financing arrangement by issuing a $20,000,000 convertible debenture to YA II PN, Ltd. (Yorkville) on September 8, 2026, under an existing purchase agreement that permits up to $50,000,000 of such debentures.
The debenture, issued with a 3.00% original issue discount, matures on August 26, 2027 and generally does not bear interest unless specified events occur. It is convertible at Yorkville’s option into Class A common stock at the lower of $1.35 or 98% of the lowest daily volume weighted average price over the five trading days before conversion, subject to a floor price of $0.1736 and a 4.99% beneficial ownership cap. Interest can increase to 5.00% upon certain adjustment events and to 18.00% if conversion shares reach a capped level within six months or on an uncured event of default.
GoPro, Inc. (GPRO) agreed on September 1, 2026 to be acquired by Action Acquisitions LLC through a merger in which Starman Optical, Inc., a wholly owned subsidiary of Action Acquisitions, will merge into GoPro, leaving GoPro as a subsidiary of Action Acquisitions. Each outstanding share of GoPro common stock (other than canceled and dissenting shares) will be converted at closing into the right to receive 0.1 share of common stock of the surviving corporation plus $1.14 in cash per share, before any potential downward adjustment for a net working capital shortfall under the merger agreement.
The GoPro board unanimously determined the merger agreement is fair and in the best interests of stockholders, approved it, and resolved to recommend stockholders adopt it, subject to customary fiduciary-out provisions. The merger is conditioned on majority stockholder approval, expiration or termination of applicable Hart‑Scott‑Rodino waiting periods, absence of legal prohibitions, the accuracy of representations and warranties, material compliance with covenants, and the absence of a Material Adverse Effect on GoPro.
Unvested time‑based RSUs and performance‑based PSUs will be assumed by the surviving corporation on the same schedules and conditions, with accelerated vesting if holders are terminated without cause after closing. Outstanding warrants will be canceled for a cash payment equal to their Black Scholes Value. GoPro is subject to non‑solicitation covenants but may consider and, subject to a match right, accept a Superior Proposal, in which case it may owe Parent a $10 million termination fee. Either party may terminate if the merger is not completed by December 31, 2026. Midtown Equities LLC has committed equity financing to Parent for amounts payable at closing.
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.
GoPro, Inc. (GPRO) announced an executive promotion. Effective August 14, 2026, Brian Tratt was promoted to Senior Vice President, Chief Financial Officer from his prior role as Vice President, Chief Financial Officer. In connection with this promotion, GoPro increased his annual base salary from $385,000 to $420,000. The company also raised his annual discretionary bonus target from 60% of base salary to 75%, reflecting revised compensation terms aligned with his expanded responsibilities as CFO.
GoPro, Inc. reported weak second-quarter 2026 results while continuing a strategic review that includes evaluating a potential sale of the company. Revenue was $104.9 million, down 31% year-over-year, with hardware revenue falling nearly 40% and total sell-through of about 291,000 cameras, down 38%.
Subscription and services revenue grew 11% to $29.0 million, representing 28% of revenue versus 17% a year earlier, and the subscriber attach rate reached a record 69%. GAAP gross margin was 30.2%, aided by a $19 million tariff refund benefit, partially offset by a $15 million charge for component purchase commitments.
GAAP net loss widened to $51.0 million (loss of $0.30 per share) from $16.4 million (loss of $0.10) and adjusted EBITDA deteriorated to -$29.5 million from -$5.7 million. The company ended June 30, 2026 with cash and cash equivalents of $27.3 million and reported negative stockholders’ equity of $(32.7) million, while risk disclosures reference substantial doubt about its ability to continue as a going concern.
GoPro, Inc. received a notice from The Nasdaq Stock Market on July 21, 2026 that its Class A common stock is not in compliance with Nasdaq’s Listing Rule 5450(a)(1), because the stock’s minimum bid price has been below $1.00 per share for 30 consecutive business days.
Under Nasdaq Marketplace Rule 5810(c)(3)(A), GoPro has 180 calendar days to regain compliance by having its common stock trade at or above $1.00 per share for at least 10 consecutive business days during this grace period. The notice has no immediate effect on the listing or trading of GoPro’s Class A common stock on the Nasdaq Global Select Market under the symbol GPRO, and the company includes forward-looking statements about efforts to regain compliance and factors that could affect its share price.
GoPro, Inc. closed a related-party financing with entities affiliated with CEO Nicholas Woodman, receiving $20 million in gross proceeds. In return, the company issued senior secured notes with an aggregate principal amount of $20,000,000 and warrants exercisable for 25,706,940 shares of Class B common stock.
The company also amended its Revolving Credit Agreement with Wells Fargo. The amendment permits the insider financing, raises the interest rate on revolving loans by 1.00% to base rate plus 3.50% or SOFR plus 0.10% plus 4.50%, and allows further extensions of credit only at the lenders’ discretion. A related fee letter adds a potential $5.0 million restructuring fee tied to bankruptcy events, a $1.0 million success fee 181 days after July 9, 2026, and requires weekly repayments starting at $250,000 from October 9, 2026, increasing to $1.0 million from November 6, 2026 until January 1, 2027, plus a requirement to fully refinance or repay the revolver within 180 days of July 9, 2026. A separate Farallon amendment to the Term Loan Credit Agreement permits the insider financing and grants certain waivers.
GoPro, Inc. entered into a related-party financing agreement under which entities affiliated with founder and CEO Nicholas Woodman agreed to purchase $20 million of senior secured notes and warrants for 25,706,940 shares of Class B common stock. The notes bear interest at 6.50% per annum, payable semi-annually in kind, and mature on July 21, 2028. GoPro may redeem the notes at any time at par plus accrued interest, and must redeem them upon certain events, including full repayment of existing credit facilities, specified dispositions, continuing events of default, or certain bankruptcy and change of control events. The notes are secured by a third-lien on substantially all company assets. The warrants have an exercise price of $0.7780 per share, become exercisable after the earlier of six months from closing or certain change of control announcements, and expire three years after closing. An independent board committee evaluated alternative financing options and determined this structure offered the most favorable terms for GoPro and its shareholders.
GoPro, Inc. reported the results of its 2026 annual meeting of stockholders. Holders of 79,201,721 shares of Class A common stock and 250,360,700 shares of Class B common stock were present, representing 82.40% of eligible votes and constituting a quorum.
Stockholders elected seven directors to serve until the next annual meeting and ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026. They also approved the advisory resolution on executive compensation.
Stockholders approved an amendment to the 2024 Equity Incentive Plan to increase Class A common stock available for issuance by 13,000,000 shares. In addition, they approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares of Class A common stock issuable upon conversion of all convertible debentures and the removal of the exchange cap.
GoPro, Inc. is refiling its 2025 consolidated financial statements and auditor’s report to add explicit disclosure that there is substantial doubt about its ability to continue as a going concern. The updated note cites ongoing operating losses, negative operating cash flows, and looming covenant pressures on its credit facilities.
For 2025, GoPro generated $651.5 million in revenue and recorded a net loss of $93.5 million, with year-end cash and cash equivalents of $49.7 million. Total debt at December 31, 2025 included $19.6 million of short‑term debt and $44.3 million of long‑term debt, primarily a $49.8 million second‑lien term loan.
The company discloses past non‑compliance with covenants under its 2025 credit agreement that was cured via amendment and warns it does not expect to meet future minimum liquidity, EBITDA, and asset coverage covenants under both its 2021 revolver and 2025 term loan. GoPro notes that lenders may treat the revised going‑concern opinion as an event of default and that cross‑default provisions could make all borrowings immediately due, which it does not expect to be able to repay from existing liquidity.
Management outlines plans to seek additional financing, pursue waivers or amendments, evaluate strategic alternatives including a possible sale or merger, sell non‑critical assets, and execute a restructuring that reduces global headcount by about 23% with expected severance costs of $11.5–$15.0 million. Because many of these actions depend on third parties and are not yet fully implemented, the company concludes that substantial doubt about its ability to continue as a going concern remains.
GoPro, Inc. has entered into a new headquarters lease and formally launched a strategic review that includes a potential sale of the company. The company signed a lease with PenLark, L.P. for approximately 25,000 square feet at 2855 Campus Drive in San Mateo, with the term starting on January 1, 2027 and expiring on December 31, 2031. Initial monthly base rent is about $87,500, with annual increases of roughly 3%.
Separately, GoPro engaged Houlihan Lokey, Inc. as financial advisor to help evaluate a potential sale and other strategic alternatives following several unsolicited inbound strategic inquiries from parties in defense, consumer and financial sectors. The board and management fully support this process, but no timetable has been set and there is no assurance any transaction will be completed.
GoPro, Inc. reports a favorable court ruling that invalidates all asserted patent claims in its dispute with Contour IP Holding LLC and eliminates a prior damages award. A jury had previously awarded CIPH $8,200,000 for certain legacy camera products no longer made or sold.
On May 14, 2026, the Court granted GoPro’s motion for judgment as a matter of law, finding the sole remaining valid patent claim invalid as obvious. With all asserted claims of both patents now found invalid, the Court vacated the $8,200,000 award in its entirety and denied CIPH’s post-trial motions. As a result, GoPro states it has no liability from this case, though the ruling remains subject to appeal to the U.S. Court of Appeals for the Federal Circuit.
GoPro, Inc. reported weak first quarter 2026 results and began a formal review of strategic alternatives. Revenue was $99.1 million, down 26% year-over-year, with hardware revenue falling to $72.2 million and subscription and services roughly flat at $26.9 million.
GAAP gross margin collapsed to 4.3% from 32.1%, hurt by a discrete $24.5 million charge on component purchase commitments and a $4.5 million slow-moving inventory sale. GAAP net loss widened to $80.8 million or $(0.50) per share, and adjusted EBITDA was $(49.8) million.
Cash and cash equivalents declined to $40.7 million while short-term debt increased to $72.0 million, and stockholders’ equity turned negative at $(1.9) million. The quarter also featured the launch of the high-end MISSION 1 camera series and steps toward defense and aerospace market exploration.
GoPro, Inc. approved a restructuring plan to reduce operating costs and drive stronger operating leverage. The plan includes a global reduction in force of approximately 145 employees, about 23% of its ending first quarter headcount of 631.
The restructuring is being implemented in the second quarter of 2026 and is expected to be substantially completed by the end of 2026. GoPro expects total charges between $11.5 million and $15 million, primarily for one-time termination benefits such as severance and healthcare.
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.
GoPro, Inc. announced leadership changes effective as of March 17, 2026. Brian McGee, currently EVP, Chief Financial Officer and Chief Operating Officer, will become President & Chief Operating Officer, continuing in the COO role but vacating the CFO position.
To fill the CFO role, GoPro appointed Brian Tratt, currently Vice President, Finance, as Chief Financial Officer effective at the close of business on the same date. Tratt will receive a base salary of $385,000 a year and be eligible for an annual discretionary bonus of up to 60% of his pro-rated salary, and will participate in the company’s existing equity incentive plans.
The company made no changes to McGee’s compensation in connection with his new role and disclosed that neither McGee nor Tratt has family relationships with directors or executive officers or related-party transactions requiring disclosure.
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.
GoPro announced several financing updates. The company amended its Credit Agreement to modify financial covenants, including EBITDA thresholds of not less than negative $12,500,000 for the four quarters ending March 31, 2026, not less than zero for the four quarters ending June 30, 2026, and not less than $25,000,000 for the four quarters ending September 30, 2026. The agreement continues to require EBITDA of at least $10,000,000 for the fiscal quarter ending December 31, 2025 and at least $40,000,000 for any four-quarter period ending on or after December 31, 2026. A minimum liquidity covenant of $40,000,000 applies.
The company entered a $2,000,000 Subscription Agreement with The Woodman Family Trust, with pricing set as the greater of the prior consolidated closing bid or the five-day average before issuance; closing requires mutual agreement. GoPro also amended an outstanding warrant held by Mateo Financing, reducing the exercise price from $1.25 to $0.75 for warrants to purchase up to 11,076,968 Class A shares. The Board approved related policy waivers for this insider purchase. GoPro furnished a press release for results for the quarter ended September 30, 2025.
GoPro, Inc. announced a jury verdict in its long‑running patent dispute with Contour IP Holding LLC. The jury found that GoPro products launched from 2020 through 2024, including HERO9 Black to HERO13 Black, do not infringe the two asserted patents. The jury also invalidated the only asserted claim of one patent, and while it found one independent claim of the other patent valid, it determined a related dependent claim is invalid.
For certain legacy cameras previously found to infringe, the jury awarded $8,200,000 in past damages to Contour IP. Based on the jury’s findings, none of GoPro’s products introduced in or after 2020 are subject to this damages award. The verdict is subject to post‑trial briefing and appeal, and no judgment has been entered.
GoPro, Inc. filed a current report to furnish a press release announcing its financial results for the second quarter ended June 30, 2025. The company issued the press release on August 11, 2025, and attached it as Exhibit 99.1.
The information about these results is designated as furnished, not filed, under the Exchange Act, which limits its use for certain legal purposes and incorporation by reference into other securities filings unless specifically referenced.
GoPro, Inc. received notice on March 25, 2025 that it was not in compliance with Nasdaq's $1.00 minimum bid price requirement. On August 5, 2025 Nasdaq notified the company that it has regained compliance after the company's stock maintained a closing bid price above $1.00 per share for at least ten consecutive trading days.
This notice confirms GoPro has met Nasdaq's criteria to cure the prior deficiency by sustaining the required market price threshold, resolving the specific noncompliance described in the report.