UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 1, 2026
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 332-7600
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On July 1, 2026, GoPro, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain entities (the “Buyers”) affiliated with Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Company’s board of directors, pursuant to which the Buyers agreed to purchase from the Company (i) senior secured notes (the “Notes”) in an aggregate principal amount of $20,000,000 and (ii) warrants (the “Warrants”) exercisable for 25,706,940 shares (the “Shares” and, together with the Notes and the Warrants, the “Securities”) of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”). The aggregate gross proceeds to the Company from the issuance of the Securities is expected to be $20.0 million before deducting offering expenses payable by the Company. The closing (the “Closing”) of the issuance and the sale of the Securities is subject to certain closing conditions, including the receipt of a waiver under the Company’s Credit Agreement (as amended prior to the date hereof, the “Revolving Credit Agreement”), dated January 22, 2021, by and among the Company, the lenders party thereto and Wells Fargo Bank, National Association.
The interest rate under the Notes will be 6.50% per annum, subject to adjustment after the occurrence and during the continuance of any event of default. Interest will be payable semi-annually in kind through an increase to the principal amount of the Notes. The Notes will mature on July 21, 2028. The Company may redeem the Notes at its option in whole or in part at any time at a price in cash equal to the principal amount being redeemed plus accrued and unpaid interest to the redemption date (the “Redemption Price”). In addition, the Company is required to redeem the Notes at the Redemption Price upon the occurrence of certain events, including (i) the repayment in full of all amounts outstanding under the Credit Agreement, dated as of August 4, 2025, by and among the Company, Mateo Financing, LLC, as lender, and Farallon Capital Management, L.L.C., as agent (as amended prior to the date hereof, the “Term Loan Credit Agreement”), (ii) the receipt by the Company of cash proceeds from dispositions of property sufficient to repay in full and terminate the Revolving Credit Agreement, the Term Loan Credit Agreement and the Notes, (iii) while an event of default continues, upon the request of the holder, and (iv) certain bankruptcy and change of control events.
The Notes will contain customary affirmative covenants of the Company and customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, failure to perform certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, certain judgments, and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the Notes and the Company’s other indebtedness. The Company’s obligations under the Notes will be secured by a third lien security interest in substantially all the assets of the Company, pursuant to a security agreement and subject to an intercreditor agreement with Wells Fargo Bank, N.A., Farallon Capital Management, L.L.C. and the Buyers.
The exercise price under the Warrants will be $0.7780 per Share. The Warrants will be exercisable at any time on or after the earlier of (i) the six month anniversary of the Closing and (ii) either (x) the Company’s first public announcement of a change of control or (y) the Company’s first public announcement of the signing of a definitive agreement for a transaction which, if consummated, would result in a change of control. The Warrants will expire on the three-year anniversary of the Closing and are subject to customary adjustments for certain transactions affecting the Company’s capitalization.
Pursuant to the terms of the Warrants, in the event of a fundamental transaction, the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of its obligations under the Warrants with the same effect as if such successor entity had been named in the Warrant itself. If holders of Class B Common Stock are given a choice as to the securities, cash or property to be received in a fundamental transaction, then a holder of the Warrants will be given the same choice as to the consideration it receives upon any exercise of the Warrants following such Fundamental Transaction. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the Warrants will have the right to require the Company or a successor entity to purchase the Warrant for cash in the amount of the Black Scholes Value of the unexercised portion of the Warrants concurrently with or within 30 days following the consummation of a fundamental transaction.
The foregoing descriptions of the Purchase Agreement, the Notes and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is incorporated herein by reference. The issuance of the Securities will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Buyers represented to the Company that each Buyer is an “accredited investor” as defined in Rule 501(a) under the Securities Act and that each of the Securities will be acquired for the applicable Buyer’s own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.
Item 7.01. Regulation FD Disclosure.
On July 8, 2026, the Company issued a press release announcing entry into the Purchase Agreement, which is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act, except as may be expressly set forth by specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | ||||
| Press Release dated July 8, 2026. | |||||
| Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GoPro, Inc. | ||||||||
| (Registrant) | ||||||||
| Dated: | July 8, 2026 | By: /s/ Brian Tratt | ||||||
Brian Tratt Chief Financial Officer (Principal Financial Officer) | ||||||||