STOCK TITAN

GoPro (NASDAQ: GPRO) CFO keeps 332,769 shares after tax cancel

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GoPro, Inc. (GPRO) reported that Brian Robert Tratt, its SVP and Chief Financial Officer, had 2,871 shares of Class A common stock withheld on 2026-08-17 at $0.6143 per share to pay federal and state tax withholding obligations arising from the vesting of restricted stock units. These shares were relinquished and cancelled by GoPro as an exempt transaction under Section 16b-3(e), and were not sold in the market. Following this, Tratt directly holds 332,769 shares, which includes 5,000 shares acquired under GoPro’s employee stock purchase plan on 2026-08-14, and indirectly holds 1,041 shares through his spouse.

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Insider Tratt Brian Robert
Role SVP, Chief Financial Officer
Type Security Shares Price Value
Exercise Price or Tax Liability Class A Common Stock F1, F2 2,871 $0.6143 $2K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 332,769 shares (Direct); Class A Common Stock — 1,041 shares (Indirect, By Spouse)
Footnotes (2)
  1. F1. 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.
  2. F2. Includes 5,000 shares acquired under the Issuer's employee stock purchase plan on 8/14/2026.
Shares withheld for taxes 2,871 shares Relinquished and cancelled on 2026-08-17 to cover tax withholding from RSU vesting
Implied value per share $0.6143 per share Value used for the 2,871-share tax-withholding transaction on 2026-08-17
Direct holdings after transaction 332,769 shares Class A common stock directly held by the CFO following the Form 4 transaction
Indirect holdings by spouse 1,041 shares Class A common stock held indirectly through the CFO’s spouse after the transaction
ESPP shares included in direct holdings 5,000 shares Shares acquired under GoPro’s employee stock purchase plan on 2026-08-14
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax"
Rule 16b-3 regulatory
"incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
employee stock purchase plan financial
"Includes 5,000 shares acquired under the Issuer's employee stock purchase plan on 8/14/2026"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
restricted stock units financial
"resulting from the vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

FAQ

What insider transaction did GoPro (GPRO) CFO Brian Robert Tratt report?

GoPro’s CFO Brian Robert Tratt reported 2,871 shares of Class A stock withheld at $0.6143 per share. The shares were relinquished to GoPro solely to cover federal and state tax withholding from restricted stock unit vesting, not sold on the open market.

Did the GoPro (GPRO) CFO sell shares in this Form 4 transaction?

No, the CFO did not sell shares in the market. The 2,871 shares were relinquished and cancelled by GoPro to satisfy tax withholding obligations from RSU vesting, in an exempt Section 16b-3(e) transaction, rather than an open-market sale.

How many GoPro (GPRO) shares does the CFO hold after this transaction?

After the transaction, the CFO directly holds 332,769 shares of GoPro Class A common stock. This total includes 5,000 shares acquired under GoPro’s employee stock purchase plan on August 14, 2026, plus 1,041 indirect shares held by his spouse.

What was the purpose of the 2,871-share disposition reported for GoPro (GPRO)?

The 2,871-share disposition was to pay federal and state tax withholding obligations tied to the vesting of restricted stock units. GoPro cancelled these shares in exchange for covering the taxes, and the CFO received no sale proceeds from this transaction.

Was the GoPro (GPRO) CFO’s Form 4 transaction exempt under Section 16 rules?

Yes. The filing describes the transaction as an exempt transaction under Section 16b-3(e). Shares were delivered or withheld to satisfy tax obligations from equity vesting under Rule 16b-3, rather than being sold for investment or trading purposes.

What additional GoPro (GPRO) shares did the CFO acquire through the employee stock purchase plan?

The CFO’s reported direct holdings include 5,000 shares acquired under GoPro’s employee stock purchase plan on August 14, 2026. These ESPP shares are part of his total direct ownership of 332,769 shares after the reported tax-withholding transaction.

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

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SEC Form 4
FORM 4UNITED 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*
Tratt Brian Robert

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/17/2026F(1)2,871D$0.6143332,769(2)D
Class A Common Stock1,041IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. Includes 5,000 shares acquired under the Issuer's employee stock purchase plan on 8/14/2026.
Remarks:
/s/ Jason Stephen, Attorney-in-Fact for Brian Tratt08/19/2026
** Signature of Reporting PersonDate
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)