GoPro (NASDAQ: GPRO) CAO awarded 55,042 RSUs as 12,193 shares cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GoPro, Inc. Chief Accounting Officer Charles Lafrades reported compensation-related equity activity in Class A common stock. He received two awards of restricted stock units totaling 55,042 shares, one vesting 100% on May 15, 2026 and another vesting over three years in six semi-annual installments starting on that date.

On the same day, 12,193 shares were withheld and cancelled at $1.11 per share to cover federal and state tax obligations triggered by RSU vesting. According to the disclosure, these shares were not sold on the market but relinquished solely to satisfy required tax withholding.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Lafrades Charles

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	30,042	$0.00	--
Grant/Award	Class A Common Stock	25,000	$0.00	--
Tax Withholding	Class A Common Stock	12,193	$1.11	$14K

Holdings After Transaction: Class A Common Stock — 151,643 shares (Direct, null)

Footnotes (1)

Represents an award of restricted stock units ("RSUs") that will vest 100% on May 15, 2026. Represents an award of RSUs that vests over a three-year period as follows: one-sixth of the full number of shares shall vest on each of the first six semi-annual anniversaries of May 15, 2026, subject to the Reporting Person's continuous status as an employee or service provider through each vesting date. 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.

Key Figures

RSU grant 1: 25,000 RSUs RSU grant 2: 30,042 RSUs Tax withholding shares: 12,193 shares +3 more

6 metrics

RSU grant 1 25,000 RSUs Award of restricted stock units on May 15, 2026

RSU grant 2 30,042 RSUs Additional RSU award on May 15, 2026

Tax withholding shares 12,193 shares Shares relinquished to cover RSU vesting taxes

Withholding price $1.11 per share Value used for tax-withholding disposition

Single-vest RSU date May 15, 2026 100% vesting date for 25,000 RSUs

Three-year vesting start May 15, 2026 Start date for semi-annual vesting of 30,042 RSUs

Key Terms

restricted stock units ("RSUs"), Section 16b-3(e), Rule 16b-3, tax withholding obligations

4 terms

restricted stock units ("RSUs") financial

"Represents an award of restricted stock units ("RSUs") that will vest 100% on May 15, 2026."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Section 16b-3(e) regulatory

"Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability"

Rule 16b-3 regulatory

"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.

tax withholding obligations financial

"in exchange for the Issuer's agreement to pay federal and state tax withholding obligations"

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:59 PM

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^*

Lafrades Charles

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/15/2026		A⁽¹⁾		30,042	A	$0	151,643	D
Class A Common Stock	05/15/2026		A⁽²⁾		25,000	A	$0	176,643	D
Class A Common Stock	05/15/2026		F⁽³⁾		12,193	D	$1.11	164,450	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs") that will vest 100% on May 15, 2026.

2. Represents an award of RSUs that vests over a three-year period as follows: one-sixth of the full number of shares shall vest on each of the first six semi-annual anniversaries of May 15, 2026, subject to the Reporting Person's continuous status as an employee or service provider through each vesting date.

3. 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 Charles Lafrades	05/19/2026
	** 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).
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did GoPro (GPRO) report for Charles Lafrades?

GoPro reported that Chief Accounting Officer Charles Lafrades received two restricted stock unit grants totaling 55,042 shares and had 12,193 shares withheld to cover tax obligations related to RSU vesting, with no open-market purchases or sales disclosed in this filing.

How many GoPro (GPRO) RSUs were granted to Charles Lafrades in this Form 4?

The filing shows Lafrades received two GoPro restricted stock unit awards: 25,000 RSUs and 30,042 RSUs, totaling 55,042 shares of Class A common stock, as part of his equity compensation on May 15, 2026.

What is the vesting schedule for Charles Lafrades’ new GoPro (GPRO) RSU awards?

One RSU award vests 100% on May 15, 2026. The second RSU grant vests over three years, with one-sixth of the shares vesting on each of the first six semi-annual anniversaries of May 15, 2026, subject to continued service.

Were any GoPro (GPRO) shares sold by Charles Lafrades in this Form 4?

The disclosure states 12,193 shares were relinquished and cancelled to satisfy federal and state tax withholding obligations from RSU vesting. It clarifies the reporting person did not sell or otherwise dispose of these shares for any reason other than covering required taxes.

What does the tax withholding transaction in GoPro (GPRO) CAO’s Form 4 mean for investors?

The tax withholding transaction reflects 12,193 shares being used to pay taxes on vested RSUs at $1.11 per share. This is an exempt, non-market disposition under Section 16b-3(e) and typically represents routine tax settlement rather than a discretionary sale decision.