GoPro delays Q3 results, expects about $96M revenue

Preliminary Q3 figures put revenue at approximately $96 million and gross margin at approximately 12.7%, subject to change.

Available on EDGAR 11/10/2026 - 04:08 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:08 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

GoPro, Inc. said it needs additional time to complete the financial close and accounting documentation for certain third-quarter 2026 financing arrangements, delaying its Form 10-Q and earnings announcement; it expects to file both as soon as practicable.

Preliminary Q3 2026 results are net revenue of approximately $96 million versus $163 million in Q3 2025, gross margin of approximately 12.7% versus 35.1%, and operating expenses of approximately $60 million versus $73 million. The figures remain under review and subject to change. GoPro said its financial statements will continue to reflect substantial doubt about its ability to continue as a going concern for the next twelve months.

The previously identified material weakness in controls over accounting and valuation of embedded features within financing arrangements remains unremediated. GoPro is seeking lender waivers for covenant noncompliance. If waivers are not obtained, the defaults could permit lenders to accelerate debt repayment; any such acceleration could cause a closing condition of the pending merger to fail and permit the acquirer to terminate the merger agreement.

0 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

2 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Major pointGoPro's financial statements will reflect substantial doubt about its ability to continue as a going concern for the next twelve months.
• Major pointThe material weakness in controls over financing-feature accounting and valuation remains unremediated.
• Moderate pointPreliminary Q3 revenue is approximately $96 million, versus $163 million in Q3 2025.
• Moderate pointPreliminary Q3 gross margin is approximately 12.7%, versus 35.1% in Q3 2025.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Without lender waivers, defaults could permit lenders to accelerate debt repayment.

Key Figures

Net revenue: Approximately $96 million Net revenue: $163 million Gross margin: Approximately 12.7% +3 more

6 metrics

Net revenue Approximately $96 million Preliminary expected result for the quarter ended September 30, 2026

Net revenue $163 million Quarter ended September 30, 2025 comparison

Gross margin Approximately 12.7% Preliminary expected result for the quarter ended September 30, 2026

Gross margin 35.1% Quarter ended September 30, 2025 comparison

Operating expenses Approximately $60 million Preliminary expected result for the quarter ended September 30, 2026

Operating expenses $73 million Quarter ended September 30, 2025 comparison

Key Terms

material weakness, embedded features, going concern, cross-default provisions

4 terms

material weakness regulatory

"identified a material weakness in its internal control over financial reporting"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

embedded features technical

"valuation of embedded features within financing arrangements"

going concern financial

"substantial doubt about the Company's ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

cross-default provisions financial

"through cross-default provisions, under certain of the Company's other debt agreements"

FAQ

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

What Q3 2026 results did GoPro (GPRO) expect to report?

GoPro expected preliminary net revenue of approximately $96 million, gross margin of approximately 12.7%, and operating expenses of approximately $60 million. The comparable Q3 2025 figures were $163 million, 35.1%, and $73 million, respectively. The preliminary figures were under review and subject to change.

Why is GoPro (GPRO) delaying its third-quarter report?

GoPro said it needs additional time to complete its financial close procedures and documentation for accounting and valuation of certain financing arrangements entered into during Q3 2026. It also said the related controls weakness remains unremediated and it is seeking waivers from lenders for covenant noncompliance.

What could happen if GoPro (GPRO) does not receive lender waivers?

GoPro said the covenant noncompliance would constitute an event of default under the financing arrangements and, through cross-default provisions, under certain other debt agreements. Lenders could accelerate repayment; any such acceleration could cause a closing condition of the pending merger to fail and permit the acquirer to terminate the merger agreement.

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

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SEC FILE NUMBER

001-36514

CUSIP NUMBER

38268T1037

                  UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):

☐

Form 10-K

☐

Form 20-F

☐

Form 11-K

☒

Form 10-Q

☐

Form 10-D

☐

Form N-CEN

☐

Form N-CSR

For the Period Ended: September 30, 2026

☐

Transition Report on Form 10-K

☐

Transition Report on Form 20-F

☐

Transition Report on Form 11-K

☐

Transition Report on Form 10-Q

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified

any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification

relates:

PART I - REGISTRANT INFORMATION

GoPro, Inc.

Full Name of Registrant

Not Applicable

Former Name if Applicable

3025 Clearview Way

Address of Principal Executive Office (Street and Number)

San Mateo, California  94402

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant

to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

			(a)			The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☐			(b)			The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)			The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report

or portion thereof, could not be filed within the prescribed time period.

GoPro, Inc., a Delaware corporation (the “Company”), is unable to file its Quarterly Report on Form 10-Q for its

fiscal quarter ended September 30, 2026 (the “Q3 Form 10-Q”), within the time period prescribed for such report

without unreasonable effort or expense. The Company requires additional time to complete its financial close

procedures and documentation for the accounting and valuation of certain financing arrangements entered into

during the third quarter of 2026. As previously disclosed in Part II, Item 9A of the Company’s Annual Report on

Form 10-K/A for the year ended December 31, 2025, and most recently in Part I, Item 4 of the Company’s Quarterly

Report on Form 10-Q/A for the quarter ended June 30, 2026, each filed with the Securities and Exchange

Commission (the "SEC") on October 19, 2026, the Company identified a material weakness in its internal control

over financial reporting because it did not design and maintain effective controls to evaluate the accounting for and

valuation of embedded features within financing arrangements, including controls to evaluate the inputs and

assumptions used in the valuation, which material weakness has not been remediated. In addition, the Company is

actively seeking waivers from its lenders and evaluating the financial reporting and disclosure implications of

noncompliance with certain covenants under its financing arrangements if waivers are not received. If such waivers

are not obtained, the noncompliance, which constitutes an event of default under such financing arrangements and,

through cross-default provisions, under certain of the Company’s other debt agreements, could permit the lenders to

exercise remedies, including accelerating the repayment of the related indebtedness. Any such acceleration could

result in the failure to meet a closing condition of the Company’s pending merger and permit the acquirer to

terminate the merger agreement.

For the same reasons, the Company is unable to file its Form 8-K announcing the Company’s third quarter 2026

earnings (the “Q3 Earnings 8-K”). The Company continues to work diligently to complete these procedures and

expects to file its Q3 Form 10-Q and Q3 Earnings 8-K as soon as practicable.

PART IV - OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Brian Tratt

650

332-7600

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?                Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company’s results of operations for the quarter ended September 30, 2026 will reflect significant changes from

the quarter ended September 30, 2025. While the Company is still completing its third quarter 2026 financial close

process, it is able to provide certain preliminary results. The Company expects to report the following for the quarter

ended September 30, 2026: (i) net revenue of approximately $96 million, as compared to $163 million for the same

period in 2025; (ii) gross margin of approximately 12.7%, as compared to 35.1% for the same period in 2025; and

(iii) operating expenses of approximately $60 million, as compared to $73 million for the same period in 2025. The

Company’s financial statements for the quarter ended September 30, 2026 will continue to reflect there is substantial

doubt about the Company’s ability to continue as a going concern for the next twelve months.

These are preliminary results based on current expectations and are still under review and subject to change. Actual

results may differ.

Special Note Regarding Forward-looking Statements

This Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation

Reform Act of 1995. These forward-looking statements are identified by words such as “expects,” “intends,”

“anticipate,” “believe,” “may,” “will,” “estimate,” “target,” “goal,” “plan,” “likely,” “potentially,” or variations of

such words and similar expressions. Such forward-looking statements include, without limitation, statements about

the timing of the filing of the Q3 Form 10-Q, the Q3 Earnings 8-K, and the Company’s expected financial results for

the quarter ended September 30, 2026. These forward-looking statements are estimates reflecting the best judgment

of management and reflect the Company’s current expectations. These expectations may or may not be realized.

Some of these expectations may be based on beliefs, assumptions or estimates that may prove to be incorrect. If any

of management's assumptions prove incorrect or should unanticipated circumstances arise, the Company's actual

results could materially differ from those anticipated by such forward-looking statements. In addition, the

Company’s business and operations involve numerous risks and uncertainties, many of which are beyond the

Company’s control, which could result in the Company’s expectations not being realized. Such risks and

uncertainties include, but are not limited to, the risks and uncertainties described in greater detail in the Company’s

filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which

speak only as of the date of this Form 12b-25. The Company does not undertake any obligation to revise or update

any forward-looking statements for any reason, except as required by law.

GoPro, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 10, 2026		By:	/s/Brian Tratt
			Brian Tratt
			Chief Financial Officer