GPRO Form 4: CFO Brian McGee Surrenders 1,507 Shares for Taxes

Brian McGee, EVP, CFO and COO of GoPro, Inc. (GPRO), reported a disposition of 1,507 shares of Class A common stock on 08/15/2025 at $1.35 per share.

Rhea-AI Filing Summary

Brian McGee, EVP, CFO and COO of GoPro, Inc. (GPRO), reported a disposition of 1,507 shares of Class A common stock on 08/15/2025 at $1.35 per share. The filing states these shares were relinquished and cancelled by the company to satisfy federal and state tax withholding obligations arising from the vesting of restricted stock units; the reporting person did not sell the shares for any other purpose. After the transaction, Mr. McGee beneficially owned 930,017 shares of Class A common stock directly and an additional 276 shares indirectly through his spouse. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Positive

• Disclosure clarity: The Form 4 clearly explains the disposition was solely to cover tax withholding for RSU vesting.
• Insider alignment: Reporting person continues to hold a substantial direct stake (930,017 Class A shares), indicating ongoing alignment with shareholders.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share surrender for RSU vesting; immaterial to company capital structure.

The transaction is described as an exempt Section 16b-3(e) exchange where vested restricted stock units were effectively used to cover tax obligations by surrendering 1,507 shares at $1.35 each. This is a common administrative action following equity vesting and does not indicate an open-market sale or change in insider intent. The remaining direct ownership of 930,017 Class A shares retains the reporting person's substantial equity stake and governance alignment with shareholders.

Securities Analyst

TL;DR: Transaction is operationally routine and unlikely to affect market perception.

The reported disposition was explicitly for tax withholding tied to RSU vesting and involved a small number of shares relative to the reporting person's total holdings. The per-share price reported ($1.35) reflects the accounting treatment for the withholding, not an open-market trade. Given the scale (1,507 shares vs. 930,017 remaining direct shares), the action is not material to float, dilution, or executive ownership trends.

Insider Trade Summary

Exercise Price or Tax Liability: 1,507 shares

Exercise Price or Tax Liability 2 txns

Insider MCGEE BRIAN

Role EVP, CFO and COO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	1,507	$1.35	$2K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 930,017 shares (Direct); Class A Common Stock — 276 shares (Indirect, By Spouse)

Footnotes (1)

1. F1. Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this line item were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported in this line item for any reason other than to cover required taxes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What shares did Brian McGee report on Form 4 for GPRO?

Mr. McGee reported a disposition of 1,507 Class A shares on 08/15/2025 at a price of $1.35 per share.

Why were the 1,507 shares disposed of according to the filing?

The filing states the shares were relinquished and cancelled by the issuer to satisfy federal and state tax withholding obligations from the vesting of restricted stock units.

How many GPRO shares does Brian McGee beneficially own after the transaction?

The filing reports 930,017 Class A shares beneficially owned directly and 276 Class A shares indirectly through his spouse.

Was this an open-market sale by the insider?

No. The Form 4 explains the shares were surrendered to the issuer for tax withholding; they were not sold on the open market.

When was the Form 4 signed?

The Form 4 includes a signature by an attorney-in-fact on 08/19/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/19/2025 - 05:24 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCGEE BRIAN

(Last) (First) (Middle)

3025 CLEARVIEW WAY

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GoPro, Inc. [ GPRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO and COO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/15/2025		F(1)		1,507	D	$1.35	930,017	D
Class A Common Stock								276	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this line item were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported in this line item for any reason other than to cover required taxes.

Remarks:

	/s/ Tyler Gee, Attorney-in-Fact for Brian McGee	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.