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GPRO insider buy: Woodman trust acquires 1,129,944 shares at $1.77

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GoPro, Inc. (GPRO) insider activity: CEO, Chairman and Director Nicholas Woodman, a 10% owner, reported an indirect purchase of 1,129,944 shares of Class A Common Stock on 11/10/2025 at $1.77 per share. The shares were acquired by The Woodman Family Trust under a Subscription Agreement dated November 5, 2025 for approximately $2,000,000.

The filing lists 1,129,944 shares beneficially owned indirectly by the Trust and 812,102 shares held directly after the reported transaction. The acquired shares are unregistered and are subject to transfer and resale restrictions under the Securities Act and applicable state laws.

Positive

  • None.

Negative

  • None.

Insights

Insider buy via private subscription; shares are restricted.

The CEO’s family trust purchased 1,129,944 GoPro Class A shares at $1.77 under a Subscription Agreement dated Nov 5, 2025. The pricing mechanism used the higher of the prior consolidated closing bid or the five-day average; the higher input was $1.77.

The filing states the shares were not registered under the Securities Act and are subject to transfer and resale restrictions. Any future liquidity would require registration or a valid exemption. This reflects an insider capital commitment of approximately $2,000,000, but market impact depends on future decisions and regulatory pathways.

Insider Woodman Nicholas, Woodman Family Trust under Trust Agreement dated March 11, 2011
Role CEO, Chairman of the Board | 10% Owner
Type Security Shares Price Value
Grant/Award Class A Common Stock 1,129,944 $1.77 $2.00M
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 1,129,944 shares (Indirect, By The Woodman Family Trust under Trust Agreement dated March 11, 2011); Class A Common Stock — 812,102 shares (Direct)
Footnotes (1)
  1. The Woodman Family Trust (the "Trust") purchased Class A Common Stock, par value $0.0001 ("Common Stock") of GoPro, Inc. (the "Company") pursuant to a Subscription Agreement, dated November 5, 2025, whereby the Trust agreed to purchase approximately $2,000,000 worth of the Company's Common Stock (the "Subscription Agreement"). Pursuant to the Subscription Agreement, the actual number of shares of Common Stock to be issued was to be calculated using a price per share equal to the greater of (i) the consolidated closing bid price (pursuant to the rules of the Nasdaq Stock Market) immediately prior to entering into the Subscription Agreement or (ii) the average closing price over the five (5) trading days prior to the date of issuance, as reported on the Nasdaq Global Select Market. Ultimately, the $1.77 consolidated closing bid price immediately prior to entry into the Subscription Agreement was the higher of the two. The shares reported in this Form 4 have not been registered under the Securities Act of 1933, as amended (the "Act"), or under the securities law of certain states. The shares reported in this Form 4 are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act and applicable state securities law, pursuant to registration or exemption therefrom. Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.
Form 4 Insider Transactions: What Each Field Means →
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*
Woodman Nicholas
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO, Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 812,102 D
Class A Common Stock 11/10/2025 A(1) 1,129,944(1)(2) A $1.77(1) 1,129,944 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011(3)
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
1. Name and Address of Reporting Person*
Woodman Nicholas
(Last) (First) (Middle)
3025 CLEARVIEW WAY
(Street)
SAN MATEO CA 94402
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO, Chairman of the Board
1. Name and Address of Reporting Person*
Woodman Family Trust under Trust Agreement dated March 11, 2011
(Last) (First) (Middle)
3025 CLEARVIEW WAY
(Street)
SAN MATEO CA 94402
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Woodman Family Trust (the "Trust") purchased Class A Common Stock, par value $0.0001 ("Common Stock") of GoPro, Inc. (the "Company") pursuant to a Subscription Agreement, dated November 5, 2025, whereby the Trust agreed to purchase approximately $2,000,000 worth of the Company's Common Stock (the "Subscription Agreement"). Pursuant to the Subscription Agreement, the actual number of shares of Common Stock to be issued was to be calculated using a price per share equal to the greater of (i) the consolidated closing bid price (pursuant to the rules of the Nasdaq Stock Market) immediately prior to entering into the Subscription Agreement or (ii) the average closing price over the five (5) trading days prior to the date of issuance, as reported on the Nasdaq Global Select Market. Ultimately, the $1.77 consolidated closing bid price immediately prior to entry into the Subscription Agreement was the higher of the two.
2. The shares reported in this Form 4 have not been registered under the Securities Act of 1933, as amended (the "Act"), or under the securities law of certain states. The shares reported in this Form 4 are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act and applicable state securities law, pursuant to registration or exemption therefrom.
3. Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011.
Remarks:
/s/ Tyler Gee, Attorney-in-Fact for Nicholas Woodman 11/13/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did GPRO’s CEO report in this Form 4?

An indirect purchase of 1,129,944 Class A shares at $1.77 per share on 11/10/2025, acquired by The Woodman Family Trust.

What agreement governed the GoPro share purchase?

A Subscription Agreement dated November 5, 2025 for approximately $2,000,000 of GoPro Class A Common Stock.

How was the purchase price determined?

Per the agreement, the price was the greater of the prior consolidated closing bid or the five-day average; the higher value was $1.77.

Are the acquired GoPro shares registered?

No. The shares are unregistered and subject to transfer and resale restrictions under the Securities Act and state laws.

How are the shares held after the transaction?

1,129,944 shares are held indirectly by The Woodman Family Trust; 812,102 shares are held directly.

What is Nicholas Woodman’s role and ownership status at GoPro?

He is CEO, Chairman, and a Director, and is listed as a 10% Owner.