GoPro (GPRO) CFO awarded RSUs and surrenders shares to cover tax withholding
Rhea-AI Filing Summary
GoPro, Inc.’s Chief Financial Officer Brian Robert Tratt reported compensation-related equity activity in Class A Common Stock. He received an award of 216,216 restricted stock units (RSUs) that will vest 100% on May 15, 2026, and an additional 25,799 RSUs that vest over four years starting on May 15, 2027, subject to continued service.
To cover tax withholding from RSU vesting, 10,625 shares were relinquished at $1.11 per share and cancelled, with the issuer paying the related federal and state tax obligations; this was not an open-market sale. After these transactions, individual line items show direct holdings of 330,640, 341,265, and 125,049 shares, and an additional 1,041 shares held indirectly by his spouse.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 231,390 shares
Net Buy
4 txns
Insider
Tratt Brian Robert
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 25,799 | $0.00 | $0.00 |
| Grant/Award | Class A Common Stock | 216,216 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 10,625 | $1.11 | $12K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 330,640 shares (Direct);
Class A Common Stock — 1,041 shares (Indirect, By Spouse)
Footnotes (3)
- F1. Represents an award of restricted stock units ("RSUs") that will vest 100% on May 15, 2026.
- F2. Represents an award of 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.
- F3. 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
Single-vest RSU grant: 216,216 RSUs
Four-year RSU grant: 25,799 RSUs
Tax-withholding shares: 10,625 shares at $1.11
+4 more
7 metrics
Single-vest RSU grant
216,216 RSUs
Vests 100% on May 15, 2026
Four-year RSU grant
25,799 RSUs
Vests 25% annually starting May 15, 2027
Tax-withholding shares
10,625 shares at $1.11
Relinquished to cover RSU vesting taxes
Direct holding after RSU grant
341,265 shares
Post-transaction amount on one award line
Additional direct holding line
330,640 shares
Post-transaction amount on tax-withholding line
Smaller direct holding line
125,049 shares
Post-transaction amount on second RSU award line
Indirect spouse holding
1,041 shares
Class A Common Stock held by spouse
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 by delivering or withholding securities…"
Rule 16b-3 regulatory
"…incident to the receipt, exercise or 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.
tax withholding obligations financial
"…in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person…"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did GoPro (GPRO) CFO Brian Tratt report on May 15, 2026?
GoPro’s CFO Brian Tratt reported RSU grants and a tax-withholding share disposition. He received 216,216 RSUs vesting in 2026 and 25,799 RSUs vesting over four years, while 10,625 shares were surrendered at $1.11 solely to cover tax obligations.
How many GoPro (GPRO) RSUs did the CFO receive in this Form 4 filing?
The CFO received two RSU awards totaling 242,015 units. One grant covers 216,216 RSUs vesting 100% on May 15, 2026, and a second grant covers 25,799 RSUs vesting 25% annually over four years, starting May 15, 2027, contingent on continued service.
Was the GoPro (GPRO) CFO’s Form 4 transaction an open-market stock sale?
No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 10,625 shares were relinquished and cancelled at $1.11 each so the issuer could pay federal and state tax withholding triggered by RSU vesting, under Section 16b-3(e).
How do the new RSU awards for GoPro (GPRO) CFO vest over time?
One award of 216,216 RSUs vests 100% on May 15, 2026. The second award of 25,799 RSUs vests over four years: 25% on May 15, 2027, and 25% on each annual anniversary, conditioned on continuous employment or service through each vesting date.