Woodman family trust (GPRO) acquires 19,280,205 GoPro warrants in note deal

Rhea-AI Filing Summary

GoPro, Inc. insider Nicholas Woodman, through The Woodman Family Trust he co‑trustees with his spouse, acquired 19,280,205 warrants on July 9, 2026. The warrants have a $0.7780 exercise price for Class B common stock, are exercisable on or after January 9, 2027 subject to specified Change of Control announcement terms, and expire July 9, 2029. They were received in connection with the trust’s purchase from the company of 6.50% senior secured notes under a Securities Purchase Agreement effective July 9, 2026. Following these transactions, the trust indirectly holds 1,129,944 Class A shares plus these warrants, while Woodman directly holds 792,059 Class A shares.

Filing Explained

The July 9 financing creates a secured-note obligation and conditional dilution exposure through warrants for 19,280,205 Class B shares.

A Form 4 reports an insider transaction; here, the Woodman Family Trust purchased senior secured notes and warrants from GoPro under a securities purchase agreement effective July 9, 2026.

The filing records warrants acquired by the Trust, not issuance of the underlying Class B shares: the warrants represent the right to buy 19,280,205 shares and remain unexercised in this filing.

If exercised, the warrants would add 19,280,205 Class B shares to the company's share count, creating conditional dilution for existing common holders, while the senior secured notes add a financing obligation.

The filing does not disclose the principal amount of the senior secured notes, so the financing's size cannot be determined from this filing.

The warrants are exercisable on or after the earlier of January 9, 2027 or the specified change-of-control announcement events, and expire on July 9, 2029.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Woodman Nicholas, Woodman Family Trust under Trust Agreement dated March 11, 2011

Role CEO, Chairman of the Board | 10% Owner

Bought 19,280,205 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Warrants (right to buy) F3, F2, F1	19,280,205	$0.00	$0.00
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock F1	--	--	--

Holdings After Transaction: Warrants (right to buy) — 19,280,205 shares (Indirect, By The Woodman Family Trust under Trust Agreement dated March 11, 2011); Class A Common Stock — 792,059 shares (Direct); Class A Common Stock — 1,129,944 shares (Indirect, By The Woodman Family Trust under Trust Agreement dated March 11, 2011)

Footnotes (3)

1. F1. Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust (the "Trust") under Trust Agreement dated March 11, 2011.
2. F2. The Trust purchased senior secured notes and warrants pursuant to a Securities Purchase Agreement ("SPA"), effective July 9, 2026. Pursuant to the SPA, the warrants are exercisable on or after the earlier of (i) January 9, 2027, and (ii) either (x) the Company's first public announcement of a Change of Control as defined in the 6.50% senior secured notes issued by the Company, or (y) the Company's first public announcement of the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control.
3. F3. Received in connection with the purchase from the Company of senior secured notes.

Key Figures

Warrants acquired: 19,280,205 warrants Warrant exercise price: $0.7780 per share Warrant exercisability date: January 9, 2027 +4 more

7 metrics

Warrants acquired 19,280,205 warrants Indirectly acquired by The Woodman Family Trust on July 9, 2026

Warrant exercise price $0.7780 per share Exercise price for underlying Class B common stock

Warrant exercisability date January 9, 2027 Exercisable on or after this date or earlier upon specified Change of Control announcements

Warrant expiration date July 9, 2029 Expiration date of the warrants received by the trust

Indirect Class A holdings 1,129,944 shares GoPro Class A shares indirectly held by The Woodman Family Trust after the transactions

Direct Class A holdings 792,059 shares GoPro Class A shares directly held by Nicholas Woodman after the transactions

Senior secured notes rate 6.50% Coupon on senior secured notes referenced in connection with the warrants

Key Terms

senior secured notes, Securities Purchase Agreement, Change of Control, warrants (right to buy), +1 more

5 terms

senior secured notes financial

"The Trust purchased senior secured notes and warrants pursuant to a Securities Purchase Agreement"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Securities Purchase Agreement financial

"purchased senior secured notes and warrants pursuant to a Securities Purchase Agreement ("SPA"), effective July 9, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Change of Control financial

"first public announcement of a Change of Control as defined in the 6.50% senior secured notes"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

warrants (right to buy) financial

"Warrants (right to buy) with underlying security title Class B Common Stock"

Class B Common Stock financial

"underlying security title "Class B Common Stock" with 19,280,205 underlying shares"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/13/2026 - 05:01 PM Accepted by SEC EDGAR 07/13/2026 - 05:01 PM Learn about SEC filing dates

FAQ

What insider transaction did GoPro (GPRO) report involving Nicholas Woodman?

GoPro reported that The Woodman Family Trust, co‑trustee Nicholas Woodman, acquired 19,280,205 warrants on July 9, 2026. These warrants relate to Class B common stock and were received with a purchase of 6.50% senior secured notes from the company.

What are the key terms of the warrants acquired in the GoPro (GPRO) insider transaction?

The acquired warrants cover 19,280,205 underlying Class B shares at a $0.7780 exercise price. They become exercisable on or after January 9, 2027, or earlier upon specified Change of Control announcements, and expire on July 9, 2029.

How are the GoPro (GPRO) warrants linked to the company’s senior secured notes?

The warrants were received in connection with the trust’s purchase from GoPro of 6.50% senior secured notes under a Securities Purchase Agreement effective July 9, 2026. The notes and warrants were issued together as part of that financing arrangement.

What GoPro (GPRO) shareholdings does Nicholas Woodman report after this Form 4?

After the reported transactions, The Woodman Family Trust holds 1,129,944 GoPro Class A shares indirectly plus 19,280,205 warrants. Nicholas Woodman also holds 792,059 GoPro Class A shares directly, in addition to his indirect interests through the trust.

Who controls the Woodman Family Trust in the GoPro (GPRO) insider filing?

The filing states that Mr. Woodman and his spouse are co‑trustees of The Woodman Family Trust under a Trust Agreement dated March 11, 2011. The trust is the entity that purchased the senior secured notes and received the related warrants.

Does the GoPro (GPRO) Form 4 reflect an open-market stock trade or a structured financing?

The derivative transaction is coded as a purchase and the footnotes explain the warrants were received with a purchase of senior secured notes from GoPro under a Securities Purchase Agreement, indicating a structured financing rather than a simple open‑market stock trade.

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 CALIFORNIA 94402

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2026

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

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

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

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								792,059	D
Class A Common Stock								1,129,944	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)

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
Warrants (right to buy)	$0.778	07/09/2026		P		19,280,205		01/09/2027(2)	07/09/2029	Class B Common Stock	19,280,205	$0(3)	19,280,205	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(1)

1. Name and Address of Reporting Person^*

Woodman Nicholas

(Last) (First) (Middle)

3025 CLEARVIEW WAY

(Street)

SAN MATEO CALIFORNIA 94402

(City) (State) (Zip)

UNITED STATES

(Country)

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 CALIFORNIA 94402

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust (the "Trust") under Trust Agreement dated March 11, 2011.

2. The Trust purchased senior secured notes and warrants pursuant to a Securities Purchase Agreement ("SPA"), effective July 9, 2026. Pursuant to the SPA, the warrants are exercisable on or after the earlier of (i) January 9, 2027, and (ii) either (x) the Company's first public announcement of a Change of Control as defined in the 6.50% senior secured notes issued by the Company, or (y) the Company's first public announcement of the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control.

3. Received in connection with the purchase from the Company of senior secured notes.

Remarks:

	/s/ Tyler Gee, Attorney-in-Fact for Nicholas Woodman	07/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)