GoPro insider updates holdings after RSU tax withholding event

Rhea-AI Filing Summary

GoPro, Inc. reported an insider equity transaction by its SVP of Engineering, Vincent G. Nakayama. On 11/17/2025, the company withheld 31,714 shares of Class A common stock at a price of $1.54 per share to cover federal and state tax obligations arising from the vesting of restricted stock units. The filing states this was an exempt transaction under Section 16b-3(e), and that the shares were relinquished and cancelled by the issuer rather than sold in the market.

After this tax withholding, Nakayama beneficially owned 735,932 shares, including 2,500 shares acquired under GoPro’s employee stock purchase plan on August 15, 2025. The ownership is reported as directly held.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nakayama Vincent G.

Role SVP, Engineering

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	31,714	$1.54	$49K

Holdings After Transaction: Class A Common Stock — 735,932 shares (Direct)

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

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^*

Nakayama Vincent G.

(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)
	SVP, Engineering

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)		31,714	D	$1.54	735,932(2)	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. 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 2,500 shares acquired under the Issuer's employee stock purchase plan on August 15, 2025.

Remarks:

	/s/ Tyler Gee, Attorney-in-Fact for Vincent G. Nakayama	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) report for its SVP of Engineering?

GoPro reported that SVP of Engineering Vincent G. Nakayama had 31,714 shares of Class A common stock withheld on 11/17/2025 to cover tax obligations from vesting restricted stock units.

Was the GoPro (GPRO) insider transaction a market sale of shares?

No. The filing explains that the 31,714 shares were relinquished and cancelled by GoPro to pay federal and state tax withholding on vested restricted stock units, and were not sold in the market.

How many GoPro (GPRO) shares does Vincent G. Nakayama own after the reported transaction?

Following the tax withholding transaction, Vincent G. Nakayama beneficially owned 735,932 shares of GoPro Class A common stock, held directly.

What exemption applies to this GoPro (GPRO) insider transaction?

The transaction is described as an exempt transaction under Section 16b-3(e), relating to payment of exercise price or tax liability by delivering or withholding securities in connection with equity awards.

Does the GoPro (GPRO) filing mention shares from an employee stock purchase plan?

Yes. The beneficial ownership figure includes 2,500 shares acquired under GoPro’s employee stock purchase plan on August 15, 2025.

What is Vincent G. Nakayama’s role at GoPro (GPRO) according to the filing?

He is reported as an officer of GoPro with the title SVP, Engineering, and the Form 4 is filed for one reporting person.