GoPro CEO’s exempt Form 4 shows RSU tax withholding shares

Rhea-AI Filing Summary

GoPro, Inc. insider Nicholas Woodman, the company's CEO, Chairman and a 10% owner, reported an exempt share transaction related to tax withholding on vested restricted stock units. On 11/17/2025, 9,188 shares of GoPro Class A common stock were disposed of at a price of $1.54 per share. The shares were relinquished to the company so it could cover federal and state tax withholding obligations triggered by RSU vesting, and were cancelled rather than sold in the market.

After this transaction, Woodman beneficially owned 802,914 Class A shares directly and 1,129,944 Class A shares indirectly through The Woodman Family Trust, for which he and his spouse serve as co-trustees. The filing notes this was an exempt transaction under Section 16b-3(e) and clarifies that Woodman did not sell or otherwise dispose of shares beyond those used to satisfy tax obligations.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Woodman Nicholas

Role CEO, Chairman of the Board

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	9,188	$1.54	$14K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 802,914 shares (Direct); Class A Common Stock — 1,129,944 shares (Indirect, By The Woodman Family Trust under Trust Agreement dated March 11, 2011)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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 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)
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)		9,188	D	$1.54	802,914	D
Class A Common Stock								1,129,944	I	By The Woodman Family Trust under Trust Agreement dated March 11, 2011(2)

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.

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

Remarks:

	/s/ Tyler Gee, Attorney-in-Fact for Nicholas Woodman	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) CEO Nicholas Woodman report?

Nicholas Woodman reported the disposition of 9,188 GoPro Class A common shares on 11/17/2025 at $1.54 per share. The shares were surrendered to cover tax withholding arising from the vesting of restricted stock units and were cancelled by the company.

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

No. The filing states that all shares reported as disposed were relinquished and cancelled in exchange for GoPro paying Woodman’s federal and state tax withholding obligations from RSU vesting. It clarifies he did not sell or otherwise dispose of the shares for any other reason.

How many GoPro (GPRO) shares does Nicholas Woodman own after this Form 4?

Following the reported transaction, Nicholas Woodman beneficially owned 802,914 Class A common shares directly and 1,129,944 Class A common shares indirectly through The Woodman Family Trust.

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

The transaction is described as an exempt transaction pursuant to Section 16b-3(e) because it involved payment of the exercise price or tax liability by delivering or withholding securities in connection with the vesting of restricted stock units granted under Rule 16b-3.

What is The Woodman Family Trust’s role in GoPro (GPRO) share ownership?

The filing notes that 1,129,944 Class A shares are held indirectly through The Woodman Family Trust under a trust agreement dated March 11, 2011, for which Nicholas Woodman and his spouse serve as co-trustees.

Did the GoPro (GPRO) Form 4 involve a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate whether a transaction was made under a Rule 10b5-1(c) trading plan, but the provided content does not show that box as checked for this transaction.