GoPro, Inc. filings document the regulatory record of a public camera-technology company with Class A common stock, product revenue, subscriptions and outsourced manufacturing relationships. Proxy statements cover board elections, shareholder voting matters, executive compensation, equity awards and equity compensation plan information.
Material-event reports record restructuring and exit-cost actions, leadership and compensatory-arrangement changes, credit agreement amendments, liquidity and financial covenant disclosures, subscription agreements, unregistered equity sales and patent-litigation updates involving GoPro camera products. Registration statements and other filings describe securities offerings, capital-structure matters, operating and financial results, material agreements and governance disclosures.
GoPro, Inc. approved a restructuring plan to reduce operating costs and drive stronger operating leverage. The plan includes a global reduction in force of approximately 145 employees, about 23% of its ending first quarter headcount of 631.
The restructuring is being implemented in the second quarter of 2026 and is expected to be substantially completed by the end of 2026. GoPro expects total charges between $11.5 million and $15 million, primarily for one-time termination benefits such as severance and healthcare.
GoPro, Inc. amends its Form S-1 (Post-Effective Amendment No. 1) to register for resale warrants to purchase up to 11,076,968 shares of Class A common stock. The filing states no additional securities are being registered and the company will receive no proceeds from resales.
The Warrants were issued in connection with a Second Lien Credit Agreement and, per the prospectus, are immediately exercisable at an exercise price of $0.75 per share and may be exercised until August 1, 2035. The prospectus shows 136,056,130 shares of Common Stock outstanding as of December 31, 2025 and states the Company does not intend to list the Warrants on any exchange.
GoPro, Inc. has filed a Form S-1 to register the resale of up to 120,000,000 shares of Class A common stock issuable upon conversion of up to $50,000,000 of convertible debentures held by YA II PN, Ltd. These shares are being registered for the selling stockholder’s account.
GoPro will receive proceeds from issuing the debentures but will not receive any cash from the resale of the conversion shares. The debentures mature on August 26, 2027 and convert at the lower of $1.1453 or 98% of a recent volume-weighted average price, subject to a $0.1736 floor, a 4.99% beneficial ownership cap and a Nasdaq “Exchange Cap.” Common stock outstanding was 136,056,130 shares as of December 31, 2025 and would be 256,056,130 shares if all 120,000,000 conversion shares were issued.
The filing highlights significant risks, including historical share-price volatility, potential goodwill impairments, the risk that Class A common stock could fall below Nasdaq’s $1.00 minimum bid price long enough to trigger delisting processes, and the influence of GoPro’s dual-class structure, under which Class B holders, led by the CEO, control most voting power.
GoPro, Inc. filed an initial Form 3 for Chief Financial Officer Brian Robert Tratt, detailing his existing ownership of Class A common stock rather than any new transaction. He directly holds 99,250 shares and indirectly holds 1,041 shares through his spouse.
The direct holdings include 26,000 restricted stock units that vest over time, with scheduled vesting dates from August 2026 through February 2028, subject to his continuous service. The filing simply establishes Tratt’s baseline equity position as an executive officer.
GoPro, Inc. reports another challenging year, with 2025 revenue falling to $651.5 million from $801.5 million in 2024 and an operating loss of $83.3 million following a $135.0 million operating loss in 2024. Management links the decline to delayed product launches, intensified competition, macroeconomic pressures, and tariff volatility.
The company is cutting costs and restructuring, including workforce reductions, while still investing in new hardware such as HERO13 Black, MAX2, LIT HERO, and an AI‑driven GP3 system‑on‑chip, plus growing subscription offerings like Premium, Premium+ and Quik. Subscriptions remain its highest‑margin product, but the subscriber base declined 7% year‑over‑year to 2.36 million in 2025.
GoPro highlights significant risks: dependence on key components amid semiconductor shortages and memory cost increases of more than 80%, heavy exposure to tariffs and global supply chains, strong competition from camera makers and smartphones, seasonality, and the possibility it may need additional financing that could dilute shareholders. International revenue accounted for 52% of 2025 sales, adding currency and geopolitical risk.
GoPro entered a financing deal with YA II PN, Ltd. for up to $50,000,000 in convertible debentures maturing on August 26, 2027, issued at a 3% discount and convertible into Class A shares at the lower of $1.1453 or 98% of recent volume-weighted prices, with a floor of $0.1736, subject to Nasdaq exchange caps and ownership limits. The debentures carry no interest unless certain triggers occur, when rates rise to 5% or 18%.
The company agreed to file a resale registration statement for Yorkville’s conversion shares and amended term loan and revolving credit agreements with Farallon and Wells Fargo, tightening EBITDA, liquidity and asset coverage covenants, extending the revolver maturity to June 30, 2027, and increasing revolver interest margins; $25.5 million was outstanding on this facility upon amendment.
For 2025, revenue was $652 million, down 18.7% year-over-year, with hardware revenue of $545.3 million and subscription and services revenue of $106.3 million. GAAP net loss narrowed sharply to $93.5 million from $432.3 million, and adjusted EBITDA improved to a loss of $28.5 million from $71.6 million, supported by $93 million of operating expense reductions and a $104 million improvement in operating cash flow. Q4 2025 revenue was $201.7 million, essentially flat year-over-year, while GAAP net loss shrank to $9.1 million. GoPro plans to launch its GP3 AI-enabled image processor in Q2 2026 to power several new premium cameras.
GoPro, Inc. executive Brian McGee, its EVP, CFO and COO, reported an open-market sale of 59,509 shares of Class A common stock. The shares were sold on February 20, 2026 at a weighted average price of $0.7921 per share under a pre-arranged Rule 10b5-1 trading plan adopted on May 19, 2025.
After this sale, McGee directly held 688,646 shares of Class A common stock. An additional 276 shares were reported as indirectly owned through his spouse.
GoPro, Inc. reported planned dispositions of equity by an issuer-related holder. The filing lists 4,248 performance shares and 55,261 restricted shares scheduled on 02/15/2026. The notice is a routine Form 144 disclosure of securities to be sold.
GoPro, Inc. announced leadership changes effective as of March 17, 2026. Brian McGee, currently EVP, Chief Financial Officer and Chief Operating Officer, will become President & Chief Operating Officer, continuing in the COO role but vacating the CFO position.
To fill the CFO role, GoPro appointed Brian Tratt, currently Vice President, Finance, as Chief Financial Officer effective at the close of business on the same date. Tratt will receive a base salary of $385,000 a year and be eligible for an annual discretionary bonus of up to 60% of his pro-rated salary, and will participate in the company’s existing equity incentive plans.
The company made no changes to McGee’s compensation in connection with his new role and disclosed that neither McGee nor Tratt has family relationships with directors or executive officers or related-party transactions requiring disclosure.
GoPro, Inc. SVP and General Counsel Stephen Jason Christopher reported two share dispositions in GoPro Class A Common Stock. On February 18, 2026, he completed an open-market sale of 5,393 shares at a weighted average price of $0.7973 per share, executed under a pre-established Rule 10b5-1 trading plan. Following this sale, he held 134,542 shares directly.
On February 17, 2026, 3,779 shares were surrendered at $0.8066 per share to cover federal and state tax withholding tied to the vesting of restricted stock units. These shares were relinquished to the company and cancelled solely to satisfy tax obligations, not as a discretionary market sale.