GoPro Insider Filing: Woodman Cancels 9,192 Shares to Cover RSU Taxes

Rhea-AI Filing Summary

Nicholas Woodman, listed as Director, CEO and 10% owner of GoPro, Inc. (GPRO), reported a Form 4 transaction dated 08/15/2025. The filing discloses a disposition of 9,192 shares of Class A common stock at $1.35 per share under code F(1). The explanation states this was an exempt transaction pursuant to Section 16b-3(e), where shares were relinquished and cancelled by the issuer to satisfy federal and state tax withholding obligations arising from the vesting of restricted stock units; the reporting person did not sell shares for any other reason. After the transaction, the filing shows 812,102 shares beneficially owned (direct). The Form 4 is signed by an attorney-in-fact on 08/19/2025.

Positive

• Transaction is exempt and administrative: the filing states the disposal was solely to satisfy tax withholding for vested RSUs under Section 16b-3(e).
• Substantial ongoing ownership: the reporting person retains 812,102 shares following the transaction, indicating continued alignment with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine tax-withholding share cancellation following RSU vesting; no cash sale or change in control indicated.

The Form 4 records a non-economic disposal of 9,192 Class A shares at $1.35 to cover tax obligations tied to vested RSUs. Such transactions are commonly executed under Section 16b-3(e) and do not reflect active monetization by the insider. The reporting person retains a substantial direct stake of 812,102 shares, indicating ongoing ownership alignment. Absent additional transactions or disclosures, this filing is operational and not value-driving.

Corporate Governance Expert

TL;DR: Disclosure meets Rule 16 reporting for an exempt tax-withholding disposition; governance implications are minimal.

The filing transparently documents that shares were relinquished and cancelled by the issuer to satisfy tax withholding from RSU vesting, consistent with accepted Rule 16 practices. The use of an attorney-in-fact signature is properly noted. There is no indication of change in leadership, control, or an atypical related-party transaction. This is a routine equity-compensation administrative action.

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

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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)
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)		9,192	D	$1.35	812,102	D

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 Nicholas Woodman	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.

FAQ

What did Nicholas Woodman report on Form 4 for GPRO?

The Form 4 reports a disposition of 9,192 Class A shares on 08/15/2025 at $1.35 per share to cover tax withholding from vested RSUs.

Was this a sale for cash or an exempt tax withholding transaction?

The filing explains it was an exempt transaction pursuant to Section 16b-3(e), where shares were relinquished and cancelled by the issuer to satisfy tax obligations; no sale for other reasons was reported.

How many GPRO shares does the reporting person own after the transaction?

The Form 4 shows 812,102 shares beneficially owned following the reported transaction.

Who signed the Form 4 and when was it filed?

The Form 4 bears the signature of Tyler Gee, Attorney-in-Fact for Nicholas Woodman and is dated 08/19/2025 in the document.

Does this Form 4 indicate any change in control or leadership at GPRO?

No. The filing discloses only an administrative tax-withholding share disposition related to RSU vesting and does not indicate any change in control or leadership.