GoPro (NASDAQ: GPRO) COO awarded 432,432 RSUs and cedes 43,324 shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GoPro, Inc. President and COO Brian McGee reported routine equity compensation activity. He received a grant of 432,432 restricted stock units that vest over four years starting on May 15, 2027. On the same date, 43,324 shares were surrendered back to GoPro at $1.11 per share to cover tax withholding on vesting, which the footnote clarifies were not sold on the market. After these transactions, he holds 1,121,078 shares directly and 276 shares indirectly through his spouse.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider MCGEE BRIAN

Role President and COO

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	432,432	$0.00	--
Tax Withholding	Class A Common Stock	43,324	$1.11	$48K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,121,078 shares (Direct, null); Class A Common Stock — 276 shares (Indirect, By Spouse)

Footnotes (1)

Represents an award of restricted stock units ("RSUs") that vests over a four-year period as follows: 25% of the RSUs shall vest on May 15, 2027 and 25% of the RSUs shall vest each annual anniversary thereafter, 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 size: 432,432 units Tax-withholding shares: 43,324 shares Tax-withholding price: $1.11 per share +3 more

6 metrics

RSU grant size 432,432 units Restricted stock units awarded to Brian McGee on May 15, 2026

Tax-withholding shares 43,324 shares Shares relinquished to cover tax from RSU vesting

Tax-withholding price $1.11 per share Value used for shares cancelled to pay withholding taxes

Direct holdings after transactions 1,121,078 shares GoPro Class A Common Stock held directly by Brian McGee

Indirect holdings by spouse 276 shares GoPro Class A Common Stock held indirectly through spouse

RSU vesting start May 15, 2027 25% of RSUs vest, with annual vesting thereafter

Key Terms

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

3 terms

restricted stock units ("RSUs") financial

"Represents an award of restricted stock units ("RSUs") that vests over a four-year period"

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

"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.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:55 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^*

MCGEE BRIAN

(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)
	President and COO

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⁾		432,432	A	$0	1,121,078	D
Class A Common Stock	05/15/2026		F⁽²⁾		43,324	D	$1.11	1,077,754	D
Class A Common Stock								276	I	By 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)
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 vests over a four-year period as follows: 25% of the RSUs shall vest on May 15, 2027 and 25% of the RSUs shall vest each annual anniversary thereafter, subject to the Reporting Person's continuous status as an employee or service provider through each vesting date.

2. 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 Brian McGee	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) executive Brian McGee report?

Brian McGee reported a large equity compensation grant and a tax-withholding share surrender. He received 432,432 restricted stock units and relinquished 43,324 shares back to GoPro to satisfy tax obligations tied to vesting, with no open-market sale involved.

How many GoPro (GPRO) shares does Brian McGee hold after this Form 4?

After the reported transactions, Brian McGee holds 1,121,078 GoPro Class A shares directly and 276 shares indirectly through his spouse. These figures reflect his updated ownership following the new restricted stock unit award and the related tax-withholding share cancellation.

Was there an open-market sale of GoPro (GPRO) shares in this Form 4?

No open-market sale occurred. The 43,324 shares shown as disposed were cancelled by GoPro to cover federal and state tax withholding from restricted stock unit vesting, as described in the footnote, rather than sold into the market for cash proceeds.

What are the vesting terms of Brian McGee’s new GoPro (GPRO) RSU award?

The 432,432 restricted stock units vest over four years. According to the footnote, 25% vest on May 15, 2027, and 25% vest on each annual anniversary thereafter, contingent on Brian McGee’s continued employment or service through each vesting date.

Why were 43,324 GoPro (GPRO) shares surrendered by Brian McGee?

The 43,324 shares were relinquished to GoPro to pay tax obligations arising from restricted stock unit vesting. The footnote states this exempt transaction under Section 16b-3(e) involved cancellation of shares in exchange for GoPro covering required federal and state withholding taxes.