GPRO insider filing: Jahnke relinquishes 792 shares; 2,500 ESPP shares added

Rhea-AI Filing Summary

Dean Jahnke, SVP Global Sales at GoPro (GPRO), reported a Form 4 showing a routine tax-withholding share disposition tied to restricted stock units. On 08/15/2025 Mr. Jahnke relinquished 792 shares of Class A common stock at $1.35 per share that were cancelled by the issuer so the company could satisfy federal and state tax withholding obligations arising from RSU vesting. After the transaction he beneficially owned 574,353 shares, which includes 2,500 shares purchased under the company ESPP on the same date. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Positive

• Disclosure complies with Section 16 reporting and includes an explicit explanation for the tax-withholding disposition
• Beneficial ownership remains sizable at 574,353 shares after the transaction
• Employee purchase plan participation: 2,500 shares acquired under the ESPP on 08/15/2025

Negative

• Shares relinquished (792) to cover tax obligations reduced direct holdings, though this was not an open-market sale

Insights

Financial Analyst

TL;DR: Routine insider tax-withholding disposition; no indication of open-market sale or change in ownership intent.

The reported 792-share disposition at $1.35 is documented as an exempt transaction used to satisfy tax withholding on vested restricted stock units rather than an open-market sale. The post-transaction beneficial ownership of 574,353 shares remains substantial in nominal terms but the filing shows no change to underlying ownership strategy. The inclusion of 2,500 shares from the ESPP on 08/15/2025 is an acquisition but small relative to total holdings. Overall this filing is operational and not material to firm-level valuation.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; transaction coded correctly and explained as tax withholding.

The Form 4 clearly states the exempt nature under Section 16b-3(e) for withholding related to RSU vesting and provides the required explanation. Reporting was made by one reporting person and the signature by an attorney-in-fact is present with a date. This reflects appropriate compliance and transparency for an insider equity-related administrative transaction.

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
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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^*

Jahnke Dean

(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, Global Sales, CM, RE

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		F(1)		792	D	$1.35	574,353(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 Dean Jahnke	08/19/2025
	** 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 did Dean Jahnke report on Form 4 for GPRO?

He reported a disposition of 792 Class A shares at $1.35 per share on 08/15/2025 as tax withholding related to vested RSUs and a post-transaction beneficial ownership of 574,353 shares.

Why were the 792 shares disposed of according to the filing?

The filing states the shares were relinquished and cancelled by the issuer so the company could pay federal and state tax withholding obligations arising from RSU vesting; the transaction is exempt under Section 16b-3(e).

Did Dean Jahnke acquire any shares on 08/15/2025?

Yes, the filing notes 2,500 shares were acquired under GoPro's employee stock purchase plan on 08/15/2025.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by /s/ Tyler Gee, Attorney-in-Fact for Dean Jahnke on 08/19/2025.

Does the Form 4 indicate an open-market sale by the insider?

No. The filing specifies the disposition was for tax withholding and not an open-market sale.