GoPro (GPRO) CEO Nicholas Woodman surrenders 10,855 shares to cover taxes

Rhea-AI Filing Summary

GoPro, Inc. insider Nicholas Woodman, the company’s CEO, Chairman, and a more-than-10% owner, reported a tax-related share disposition. On February 17, 2026, 10,855 shares of Class A common stock were withheld at $0.8066 per share to cover federal and state tax obligations from vesting restricted stock units. According to the filing, these shares were relinquished to GoPro and cancelled, and were not sold in the open market or for any purpose other than required tax withholding. After this transaction, Woodman directly held 792,059 Class A shares and indirectly held 1,129,944 Class A shares through The Woodman Family Trust under a March 11, 2011 trust agreement.

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)
02/17/2026

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	02/17/2026		F(1)		10,855	D	$0.8066	792,059	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	02/19/2026
	** 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).
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FAQ

What did GoPro (GPRO) CEO Nicholas Woodman report in this Form 4 filing?

Nicholas Woodman reported a tax-related share disposition involving 10,855 shares of GoPro Class A common stock. These shares were withheld and cancelled to satisfy federal and state tax obligations arising from restricted stock unit vesting, rather than sold in the open market for investment purposes.

How many GoPro (GPRO) shares were used to cover Nicholas Woodman’s taxes?

The filing shows 10,855 shares of GoPro Class A common stock were relinquished and cancelled. The issuer used these shares to pay Nicholas Woodman’s federal and state tax withholding obligations tied to vesting restricted stock units, under an exempt Section 16b-3(e) transaction.

Did Nicholas Woodman sell GoPro (GPRO) shares in the open market?

No, the filing states Woodman did not sell or otherwise dispose of the reported shares except to cover required taxes. All 10,855 shares were surrendered to GoPro and cancelled solely to satisfy federal and state tax withholding obligations from restricted stock unit vesting.

What is Nicholas Woodman’s direct GoPro (GPRO) share ownership after this transaction?

After the tax-withholding disposition, Nicholas Woodman directly owned 792,059 shares of GoPro Class A common stock. This figure reflects his direct holdings following cancellation of 10,855 shares that were relinquished to cover federal and state tax withholding obligations related to restricted stock units.

What indirect GoPro (GPRO) holdings does Nicholas Woodman report through a family trust?

The Form 4 shows 1,129,944 GoPro Class A shares held indirectly through The Woodman Family Trust under a March 11, 2011 trust agreement. Nicholas Woodman and his spouse serve as co-trustees, indicating these shares are reported as indirectly beneficially owned by him.

What does transaction code F mean in Nicholas Woodman’s GoPro (GPRO) Form 4?

Transaction code F indicates an exempt transaction where shares are delivered or withheld to pay an exercise price or tax liability. In this case, 10,855 GoPro shares were cancelled as the issuer covered Nicholas Woodman’s federal and state tax withholding from restricted stock unit vesting.