GoPro CFO reports tax-withholding share disposition

GoPro, Inc. executive Brian McGee reported a tax-related share disposition under a pre-existing equity award.

Rhea-AI Filing Summary

GoPro, Inc. executive Brian McGee reported a tax-related share disposition under a pre-existing equity award. On the transaction date, 25,735 shares of Class A Common Stock were relinquished at an indicated price of $0.8066 per share to cover federal and state tax withholding tied to the vesting of restricted stock units. These shares were cancelled by GoPro in exchange for the company paying the withholding obligations, and were not sold in an open-market transaction. Following this disposition, McGee directly held 748,155 shares, and an additional 276 shares were held indirectly by his spouse.

Insider Trade Summary

Exercise Price or Tax Liability: 25,735 shares

Exercise Price or Tax Liability 2 txns

Insider MCGEE BRIAN

Role EVP, CFO and COO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	25,735	$0.8066	$21K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 748,155 shares (Direct); Class A Common Stock — 276 shares (Indirect, By Spouse)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did GoPro (GPRO) EVP, CFO and COO Brian McGee report?

Brian McGee reported an exempt tax-withholding disposition of 25,735 GoPro Class A shares. The shares were relinquished and cancelled so the company could pay federal and state tax obligations from vesting restricted stock units, rather than being sold on the open market.

Was Brian McGee’s GoPro (GPRO) Form 4 transaction an open-market sale?

No, the Form 4 describes an exempt tax-withholding disposition, not an open-market sale. Shares were surrendered back to GoPro and cancelled so the issuer could cover McGee’s federal and state tax withholding from the vesting of restricted stock units.

How many GoPro (GPRO) shares did Brian McGee relinquish to cover taxes?

He relinquished 25,735 shares of GoPro Class A Common Stock at an indicated price of $0.8066 per share. All these shares were cancelled by GoPro in exchange for the company paying McGee’s related federal and state tax withholding obligations.

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

After the reported tax-withholding disposition, Brian McGee directly held 748,155 GoPro Class A shares. The Form 4 also shows an additional 276 shares held indirectly through his spouse, reflecting a small indirect ownership position alongside his direct holdings.

What does the tax-withholding code F mean in Brian McGee’s GoPro (GPRO) Form 4?

Transaction code F indicates shares were used to pay exercise price or tax liability. In this case, McGee’s shares were relinquished and cancelled so GoPro could satisfy tax withholding from vesting restricted stock units, rather than being sold to another market participant.

Does Brian McGee’s spouse hold GoPro (GPRO) shares according to the Form 4?

Yes, the filing lists 276 GoPro Class A shares held indirectly "By Spouse." This line is categorized as indirect ownership, separate from McGee’s 748,155 directly held shares, and does not specify a new transaction amount for the spouse-held position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/19/2026 - 04:33 PM Learn about SEC filing dates

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 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)
	EVP, CFO and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F(1)		25,735	D	$0.8066	748,155	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)
				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.

Remarks:

	/s/ Tyler Gee, Attorney-in-Fact for Brian McGee	02/19/2026
	** 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.