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[Form 4] GoPro, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

GoPro, Inc. executive Brian McGee, who serves as EVP, CFO and COO, reported an automatic share withholding related to equity compensation. On 11/17/2025, 1,505 shares of Class A common stock were disposed of at a price of $1.54 per share, leaving him with 778,469 Class A shares held directly and 276 shares held indirectly by his spouse.

The filing explains this was an exempt transaction under Section 16b-3(e) in which shares were relinquished and cancelled in exchange for GoPro covering federal and state tax withholding obligations tied to vesting restricted stock units. The report states that McGee did not sell or otherwise dispose of these shares for any reason other than to cover required taxes.

Positive
  • None.
Negative
  • None.
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)
11/17/2025
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 11/17/2025 F(1) 1,505 D $1.54 778,469 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 11/19/2025
** 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.

FAQ

What insider transaction did GoPro (GPRO) report for Brian McGee?

The report shows that Brian McGee, GoPro's EVP, CFO and COO, had 1,505 shares of Class A common stock withheld and cancelled on 11/17/2025 to satisfy tax withholding obligations from vesting restricted stock units.

Was the GoPro (GPRO) insider transaction an open-market sale?

No. The filing states it was an exempt transaction under Section 16b-3(e), where shares were relinquished and cancelled in exchange for GoPro's agreement to pay federal and state tax withholding obligations. It notes that McGee did not sell the shares for any other reason.

How many GoPro (GPRO) shares does Brian McGee hold after the reported transaction?

Following the transaction, Brian McGee beneficially owns 778,469 shares of Class A common stock directly and 276 shares indirectly through his spouse, according to the filing.

What was the reported price for the GoPro (GPRO) insider share withholding?

The transaction reports a price of $1.54 per share for the 1,505 Class A common shares withheld to cover tax obligations on the vesting of restricted stock units.

Why is the GoPro (GPRO) insider transaction labeled exempt under Section 16b-3(e)?

The filing describes the event as an exempt transaction under Section 16b-3(e) because the shares were delivered or withheld by the issuer to pay the exercise price or tax liability associated with equity awards issued in accordance with Rule 16b-3.

Who signed the GoPro (GPRO) Form 4 for this insider transaction?

The Form 4 was signed by /s/ Tyler Gee as Attorney-in-Fact for Brian McGee, indicating it was filed on McGee's behalf under a power of attorney.

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244.38M
118.49M
11.28%
39.2%
10.03%
Consumer Electronics
Photographic Equipment & Supplies
Link
United States
SAN MATEO