GoPro insider files Form 4: large RSU grant and tax‑withheld share cancellation

Rhea-AI Filing Summary

Reporting person: Stephen Jason Christopher, identified as VP, General Counsel and Corporate Secretary of GoPro, Inc. (GPRO). The filing shows a grant of 113,208 restricted stock units (RSUs) on 08/15/2025 that vest 25% on May 15, 2026 and 25% on each annual anniversary thereafter, subject to continued service. After the reported grant the filing shows 170,509 shares beneficially owned. On 08/19/2025 the reporting person relinquished 3,284 shares (reported as an exempt transaction) to satisfy federal and state tax withholding obligations related to RSU vesting; those shares were cancelled by the issuer. The filing also notes 2,500 shares were acquired under the employee stock purchase plan on 08/15/2025.

Positive

• Large RSU award of 113,208 units provides multi‑year retention incentive
• Participation in ESPP with 2,500 shares acquired, increasing officer alignment with shareholders
• Transactions processed as exempt withholding, indicating standard internal tax settlement rather than market disposition

Negative

• Shares relinquished (3,284) were cancelled to cover tax withholding, modestly reducing reported holdings

Insights

Corporate Governance Expert

TL;DR: Insider received a sizable time‑vesting RSU award and used shares to cover tax withholding; transactions appear routine and governance‑compliant.

The RSU award of 113,208 units aligns with standard equity compensation practices for senior officers and vests over four years, reinforcing retention incentives. The surrender of 3,284 shares to satisfy tax withholding is recorded as an exempt Section 16b-3(e) transaction and was cancelled by the issuer, indicating administration through company processes rather than open‑market sales. The filing is signed by an attorney‑in‑fact, which is acceptable for Form 4 filings.

Compensation Analyst

TL;DR: The grant and ESPP purchase increase the officer's equity stake while tax‑related share withholding reduced outstanding holdings modestly.

The combination of a large RSU grant and a 2,500‑share ESPP purchase increases alignment with shareholders through equity ownership. Vesting schedule—25% after ~9 months then annually—creates multi‑year retention. The 3,284‑share relinquishment to cover taxes represents a relatively small, administrative reduction versus the total reported beneficial ownership of 170,509 shares.

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
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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^*

Stephen Jason Christopher

(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)
	VP, GC and Corporate Secretary

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		A		113,208(1)	A	$0	170,509	D
Class A Common Stock	08/19/2025		F(2)		3,284	D	$1.35	169,725(3)	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. Represents an award of restricted stock units ("RSUs") that vests over a four-year period as follows: 25% of the RSUs shall vest on May 15, 2026 and 25% of the RSUs shall vest each annual anniversary thereafter, subject to the Reporting Person's continuous status as an employee or service provider through each vesting date.

2. 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.

3. Includes 2,500 shares acquired under the Issuer's employee stock purchase plan on August 15, 2025.

Remarks:

	/s/ Tyler Gee, Attorney-in-Fact for Jason C. Stephen	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

Who filed the Form 4 for GPRO?

The Form 4 reports transactions by Stephen Jason Christopher, identified as VP, General Counsel and Corporate Secretary of GoPro, Inc.

What equity award was granted on 08/15/2025?

113,208 restricted stock units (RSUs) were awarded on 08/15/2025 and vest 25% on May 15, 2026 and 25% each year thereafter, subject to continued service.

Why were 3,284 shares disposed of on 08/19/2025?

The filing states those shares were relinquished and cancelled by the issuer to satisfy federal and state tax withholding obligations related to RSU vesting; the transaction is reported as exempt under Section 16b-3(e).

How many shares does the reporting person beneficially own after these transactions?

The filing reports 170,509 shares beneficially owned following the reported transactions.

Did the filing include any open‑market sales?

No open‑market sales are reported; the only disposition was the cancellation of shares to cover tax withholding, reported as an exempt transaction.