GoPro (GPRO) SVP uses 13,167 shares to cover tax withholding

Rhea-AI Filing Summary

GoPro, Inc. executive Dean Jahnke reported a tax-related share disposition under the company’s equity plan. On February 17, 2026, 13,167 shares of Class A common stock at an indicated price of $0.8066 per share were relinquished and cancelled to cover federal and state tax withholding triggered by vesting of restricted stock units.

The filing notes this was an exempt transaction under Section 16b-3(e), and that Jahnke did not sell the shares in the open market or dispose of them for any reason other than required taxes. After this transaction, he directly held 562,894 shares, which includes 2,500 shares acquired through GoPro’s employee stock purchase plan on February 13, 2026.

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

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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)
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)		13,167	D	$0.8066	562,894(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 February 13, 2026.

Remarks:

	/s/ Tyler Gee, Attorney-in-Fact for Dean Jahnke	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).
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FAQ

What insider transaction did GoPro (GPRO) report for Dean Jahnke?

GoPro SVP Dean Jahnke reported a tax-withholding disposition of 13,167 Class A shares. The shares were relinquished and cancelled to cover taxes from restricted stock unit vesting, rather than sold in the open market, under an exempt Section 16b-3(e) transaction.

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

No, the Form 4 states Jahnke did not sell shares in the open market. All 13,167 shares were surrendered to GoPro and cancelled solely to satisfy federal and state tax withholding obligations arising from restricted stock unit vesting.

How many GoPro (GPRO) shares did Dean Jahnke dispose of for tax withholding?

Dean Jahnke disposed of 13,167 Class A common shares at an indicated price of $0.8066 per share. These shares were relinquished and cancelled in exchange for GoPro covering his tax obligations related to the vesting of restricted stock units.

How many GoPro (GPRO) shares does Dean Jahnke hold after the reported transaction?

After the tax-withholding transaction, Dean Jahnke directly holds 562,894 GoPro Class A shares. This total includes 2,500 shares acquired through the company’s employee stock purchase plan on February 13, 2026, as disclosed in the footnotes.

What does Section 16b-3(e) exemption mean for the GoPro (GPRO) Form 4?

The Form 4 identifies the transaction as exempt under Section 16b-3(e). This exemption applies to share dispositions made to satisfy exercise price or tax liabilities in connection with equity awards granted under a qualifying plan, rather than discretionary market trades.

What role does Dean Jahnke hold at GoPro (GPRO) in this Form 4 filing?

The filing lists Dean Jahnke as an officer with the title “SVP, Global Sales, CM, RE.” As a senior vice president, his equity transactions must be reported on Form 4 to disclose changes in his beneficial ownership of GoPro shares.