GoPro, Inc 10-Q/A for FY2026 Q2
GoPro, Inc. (GPRO)
10-Q/A
2026-10-19
For: 2026-06-30
View Original
Added on
October 19, 2026
About this 10-Q/A
GoPro, Inc filed this 10-Q/A on October 19, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
GoPro, Inc. reported restated second quarter 2026 revenue of $104.9 million, down 31% year-over-year, with a net loss of $51.2 million versus $16.4 million. Hardware revenue fell 39.9% due to a 51.7% drop in camera units shipped; subscription revenue rose 10.6%. AI summary
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $104.93M
- down 31.3% from $152.64M a year earlier
- Net loss
- $51.18M
- compared with a net loss of $16.42M a year earlier
- Diluted EPS
- -$0.30
- compared with -$0.10 a year earlier
Our Chief Information Security Officer (CISO) oversees our information security program and is responsible for leading and implementing, with a cross functional team, our cybersecurity strategy, policy, architecture, and risk management processes. Our CISO has over 20 years of experience in cybersecurity, serving as a security consultant to Fortune 100 companies, and a subject matter expert in computer forensics to law firms and U.S. Government agencies.
The Audit Committee of our board of directors (Audit Committee) has oversight responsibility for our cybersecurity program and reviews with management the Company’s policies and procedures for identifying, assessing, managing, and monitoring information security and cybersecurity risks.
The CISO provides regular updates to the Audit Committee on cybersecurity and other risks relevant to our information technology environment, including developments in the cybersecurity space and evolving standards, the results of periodic exercises and response readiness assessments and we adjust our cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews. Our cybersecurity program is regularly evaluated by internal and external experts with the results of those reviews reported to senior management and the Audit Committee.Our periodic assessment and testing of policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing, simulated attacks and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We regularly engage third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness.
We also actively engage with key vendors, industry participants, and intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures. We regularly train all employees on cybersecurity risks, such as phishing attacks, and employees are required to acknowledge our cybersecurity policy annually through our Code of Conduct.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No.1)
For the quarterly period ended June 30, 2026
OR
For the transition period from ________________ to ________________
Commission file number: 001-36514
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(Registrant’s telephone number, including area code)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | þ | ||||||||||||
| Smaller reporting company | ||||||||||||||
| Non-accelerated filer | ☐ | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of August 7, 2026, 158,245,863 and 26,258,546 shares of Class A and Class B common stock were outstanding, respectively.
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Explanatory Note
This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) amends and restates certain items in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, initially filed with the Securities and Exchange Commission (the “SEC”) on August 10, 2026 (the “Original Form 10-Q”).
This Form 10-Q/A includes unaudited restated condensed consolidated financial statements as of and for the fiscal quarter ended June 30, 2026 (Affected Period) as further described below.
In addition, on October 19, 2026 the Company filed with the SEC Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) which amended and restated certain items in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, initially filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026 (the “Original Form 10-K”), and subsequently updated in the Current Report on Form 8-K filed with the SEC on June 1, 2026, as well as the related unaudited condensed consolidated financial information as of and for the fiscal quarter and nine months ended September 30, 2025.
This Form 10-Q/A also includes the Company’s updated conclusion and disclosures included in Item 4 Controls and Procedures of the Original Form 10-Q related to disclosure controls and procedures and internal control over financial reporting.
Items Amended in this Filing
This Form 10-Q/A amends and restates the following items of the Original Form 10-Q:
Part I – Item 1. Financial Statements.
Part I – Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Part I – Item 4. Controls and Procedures.
Part II – Item 1A. Risk Factors.
Part II – Item 6. Exhibits.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications specified in Rule 13a-14 under the Exchange Act from the Company’s Chief Executive Officer and its Chief Financial Officer, dated as of the date hereof, are included with this Form 10-Q/A.
This Form 10-Q/A includes only those items and exhibits being amended and restated and, for convenience, the unaffected items and exhibits of the Original Form 10-Q. This Form 10-Q/A should be read in conjunction with the Original Form 10-Q and our filings with the SEC subsequent to the Original Form 10-Q, together with any amendments to those filings.
Except as otherwise provided, the disclosures in this Form 10-Q/A are made as of the date of the Original Form 10-Q and do not reflect any events that occurred after the date of the Original Form 10-Q or modify or update any other disclosures in the Original Form 10-Q affected by subsequent events. As such, forward-looking statements included in this Form 10-Q/A may represent management’s views as of the date of the Original Form 10-Q and should not be assumed to be accurate as of any date thereafter.
Restatement Background
As described in the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2026, while preparing the proxy statement related to the transactions contemplated by the Agreement and Plan of Merger, dated as of September 1, 2026, by and among the Company, Action Acquisitions LLC and Starman Optical, Inc., and finalizing the financial records for the fiscal quarter ended September 30, 2026, the Company identified errors associated with the accounting for certain debt instruments. The errors related to (i) the initial measurement of the recognition of liability classified warrants issued to Mateo Financing, LLC (the “Warrants”) on August 4, 2025 which also caused a misstatement of the amount of unamortized warrant related debt discount written off upon the February 27, 2026 debt extinguishment, (ii) recognition of changes in fair value of the warrant liability at each subsequent reporting period, and (iii) debt discount amortization due to initial measurement errors. The Company determined that incorrect valuation inputs and methodology were used in the initial and subsequent measurement of the Warrants.
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The corrections affect the warrant liability, debt discount, interest expense, other income (expense), net loss, net loss per share and accumulated deficit.
In addition, the Company identified an error in the accounting for the securities purchase agreement (Securities Purchase Agreement) it entered into on February 27, 2026 with YA II PN, Ltd. (YA II PN), a fund of Yorkville Advisors Global, LP, in connection with the issuance and sale by the Company of convertible debentures (the Convertible Debentures) issuable in an aggregate principal amount of up to $50.0 million. In accounting for the bifurcation of the embedded conversion derivative from the Convertible Debentures, the Company used the fair value of the convertible debenture as the fair value of the embedded conversion derivative, rather than determining the fair value of the embedded conversion derivative using a with-and-without valuation approach and recognizing the combined instrument as short-term debt. As a result, the amounts initially allocated to the embedded conversion derivative and debt host at issuance, and the related debt discount and subsequent interest expense, were incorrectly recorded. The corrections affect accrued expenses and other current liabilities, short-term debt, other long-term liabilities, accumulated deficit, interest expense, other income (expense), net and loss, and basic and diluted earnings per share. These errors do not affect the Company's revenue, gross margin, operating loss, cash, operating cash flows, EBITDA or non-GAAP operating income (loss) in any of the restated periods. However, the corrections affect net loss and other non-cash adjustments within the adjustments to reconcile net loss to net cash used in operating activities, with offsetting adjustments such that net cash used in operating activities remains unchanged.
The Company evaluated the effect of the restatement on its debt agreements. Based on the restated financial statements, the Company was not in compliance with the minimum asset coverage ratio of 1.25x as of September 30, 2025 and December 31, 2025 under its Credit Agreement, dated August 4, 2025, with Farallon Capital Management, L.L.C., as administrative agent and collateral agent, and Mateo Financing, LLC, as lender (as amended, the "2025 Credit Agreement"). In addition, the restatement required the Company to reevaluate representations and warranties made by the Company and seek waivers related thereto, which waivers were subsequently obtained. These representations and warranties were made under the 2025 Credit Agreement and under the following agreements:
•the Company's Credit Agreement, dated January 22, 2021, with Wells Fargo Bank, National Association and the lenders party thereto (as amended, the "2021 Credit Agreement");
•the notes issued on July 9, 2026 (the "2026 Notes") to certain entities affiliated with Nicholas Woodman, the Company's Chief Executive Officer and Chairman of the Board of Directors (the "Buyers"); and
•the convertible debentures (the "Convertible Debentures") issued to YA II PN, Ltd. ("YA II PN"), a fund of Yorkville Advisors Global, LP.
As a result, defaults or events of default have occurred under those agreements, including through cross-default provisions. On October 16, 2026, the Company obtained waivers of these defaults and events of default from the lenders under the 2021 Credit Agreement and the 2025 Credit Agreement, the Buyers, as holders of the 2026 Notes, and YA II PN, as holder of the Convertible Debentures. No fees or other consideration were paid in connection with the waivers which were necessary based on the restated financial statements described in Note 1A Restatement of previously issued consolidated financial statements.
As a result, this Form 10-Q/A includes unaudited restated condensed consolidated financial statements as of and for the three and six months ended June 30, 2026. See Note 1A, “Restatement of Previously Issued Consolidated Financial Statements,” in the unaudited condensed consolidated financial statements for additional information, including descriptions of the adjustments and their impact on our unaudited condensed consolidated financial statements.
Internal Control Considerations
As a result of this restatement, the Company’s management re-evaluated the effectiveness of the Company’s internal control over financial reporting and concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025, as described in Part II, Item 9A of the Form 10-K/A. The material weakness described in Part II, Item 9A of the 2025 Form 10-K/A was not remediated as of June 30, 2026. As a result, management also re-evaluated the effectiveness of the Company's disclosure controls and procedures and
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4
GoPro, Inc.
Index
Page | ||||||||
PART I. FINANCIAL INFORMATION | ||||||||
Item 1. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
| PART II. OTHER INFORMATION | ||||||||
Item 1. | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
Item 5. | ||||||||
Item 6. | ||||||||
5
Special note regarding forward-looking statements
This Amendment No. 1 on Form 10-Q/A of GoPro, Inc. (“GoPro,” “we,” “us,” “our” or the “Company”), including the portions of the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, originally filed with the Securities and Exchange Commission on August 10, 2026, that are amended and restated by this Form 10-Q/A includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance, industry prospects, product and marketing plans, or future results of operations or financial position, made in this Quarterly Report on Form 10-Q/A are forward-looking. To identify forward-looking statements, we use words such as “expect,” “anticipate,” “believe,” “may,” “will,” “estimate,” “intend,” “target,” “goal,” “plan,” “likely,” “potentially,” or variations of such words and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their date. 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. The differences could be caused by a number of factors or combination of factors including, but not limited to, those factors identified and detailed in Part I, Item 1A. Risk Factors of the Annual Report on Form 10-K/A for the year ended December 31, 2025 and in Part II, Item 1A. Risk Factors of our Quarterly Reports on Form 10-Q/A for the three months ended March 31, 2026 and June 30, 2026. Forward-looking statements include, but are not limited to, statements regarding our ability to achieve or sustain revenue growth or profitability; substantial doubt about our ability to continue as a going concern; our plans to improve product offerings, including potential expansion into defense and aerospace markets; projections of results of operations, research and development plans, and marketing plans; plans to manage our operating expenses effectively; dilution of our common stock; our ability to maintain compliance with Nasdaq listing requirements; plans to drive profitability, including our restructuring plans and the improved efficiencies in our operations that such plans may create; our ability to achieve profitability if there are delays in our product launches, increases in component costs, or shortages of key components, including due to our ability to retain or identify alternative suppliers in a timely fashion; the impact of negative macroeconomic factors including fluctuating interest rates, inflation, currency exchange rates, market volatility, and economic downturn or uncertainty that may adversely affect consumer discretionary spending; changes to trade agreements, trade policies, increased tariffs, and import/export regulations; the ability to grow camera sales to drive meaningful volume, revenue, and subscriber base; our ability to acquire and retain subscribers, and the risk that subscriber count may continue to decline; our reliance on third-party suppliers, including sole-source suppliers and contract manufacturers, including unprecedented increases and volatility in memory component costs; the effects of global conflicts and geopolitical issues such as the conflicts in the Middle East, Ukraine, or China-Taiwan relations on our business; the impact of competition on our market share, revenue, and profitability; our substantial indebtedness, including under our Credit Facilities, Convertible Debentures and 2026 Notes, and our ability to comply with financial covenants and the risk of cross-default; the risk that our evaluation of strategic alternatives may not result in a transaction or other outcome that enhances stockholder value; our ability to attract, engage, and retain qualified personnel; expectations regarding the volatility of the Company’s tax provision and resulting effective tax rate and projections of results of operations; the outcome of pending or future litigation and legal proceedings; the threat of a security breach or other disruption, including cyber-attacks; and any discussion of the trends and other factors that drive our business and future results, as discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q/A. Readers are strongly encouraged to consider the foregoing when evaluating any forward-looking statements concerning the Company. The Company does not undertake any obligation to update any forward-looking statements in this Quarterly Report on Form 10-Q/A as a result of new information, future events or developments.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GoPro, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
| (in thousands, except par values) | June 30, 2026 | December 31, 2025 | |||||||||
| (As Restated) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventory | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity (Deficit) | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Short-term operating lease liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Short-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term taxes payable | |||||||||||
| Long-term debt | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments, contingencies and guarantees (Note 10) | |||||||||||
Preferred stock, $ | |||||||||||
Common stock and additional paid-in capital, $ | |||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity (deficit) | ( | ||||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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GoPro, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| (in thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| (As Restated) | (As Restated) | ||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||
| Hardware | $ | $ | $ | $ | |||||||||||||||||||||||||
| Subscription and services | |||||||||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||
| Hardware | |||||||||||||||||||||||||||||
| Subscription and services | |||||||||||||||||||||||||||||
| Total cost of revenue | |||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Goodwill impairment | |||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | ( | |||||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Basic and diluted net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Shares used to compute basic and diluted net loss per share | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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GoPro, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
| Six months ended June 30, | |||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
| (As Restated) | |||||||||||||||||
| Operating activities: | |||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Non-cash operating lease cost | |||||||||||||||||
| Stock-based compensation | |||||||||||||||||
| Goodwill impairment | |||||||||||||||||
| Deferred income taxes, net | ( | ||||||||||||||||
| Non-cash interest expense | |||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||
| Gain on sale of intellectual property | ( | ||||||||||||||||
| Derivative expense | |||||||||||||||||
| Changes in fair value of derivative liabilities | |||||||||||||||||
| Other | ( | ||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable, net | |||||||||||||||||
| Inventory | ( | ||||||||||||||||
| Prepaid expenses and other assets | ( | ||||||||||||||||
| Accounts payable and other liabilities | ( | ||||||||||||||||
| Deferred revenue | ( | ( | |||||||||||||||
| Net cash used in operating activities | ( | ( | |||||||||||||||
| Investing activities: | |||||||||||||||||
| Purchases of property and equipment, net | ( | ( | |||||||||||||||
| Proceeds from the sale and license of intellectual property | |||||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||
| Financing activities: | |||||||||||||||||
| Proceeds from issuance of common stock | |||||||||||||||||
| Taxes paid related to net share settlement of equity awards | ( | ( | |||||||||||||||
| Proceeds from borrowings | |||||||||||||||||
| Repayments of borrowings | ( | ( | |||||||||||||||
| Payment of debt issuance costs | ( | ||||||||||||||||
| Net cash provided by financing activities | |||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||||||||
| Net change in cash and cash equivalents | ( | ( | |||||||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||||||||
9
| Six months ended June 30, | |||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
| (As Restated) | |||||||||||||||||
| Non-cash investing and financing activities: | |||||||||||||||||
| Non-cash consideration related to debt extinguishment | $ | $ | |||||||||||||||
| Debt extinguished in non-cash refinancing | $ | $ | |||||||||||||||
| Debt issued in non-cash refinancing | $ | $ | |||||||||||||||
| Debt discount related to derivative liability | $ | $ | |||||||||||||||
| Conversion of Convertible Debentures to common stock | $ | $ | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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GoPro, Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
(unaudited)
| Common stock and additional paid-in capital | Treasury stock | Accumulated deficit | Stockholders’ equity (deficit) | |||||||||||||||||||||||
| (in thousands) | Shares | Amount | Amount | |||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||
| Common stock issued under employee benefit plans, net of shares withheld for tax | — | — | ||||||||||||||||||||||||
| Taxes paid related to net share settlements | — | ( | — | — | ( | |||||||||||||||||||||
| Stock-based compensation expense | — | — | — | |||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||||||||
| Balances at March 31, 2025 | ( | ( | ||||||||||||||||||||||||
| Common stock issued under employee benefit plans, net of shares withheld for tax | — | — | ||||||||||||||||||||||||
| Taxes paid related to net share settlements | — | ( | — | — | ( | |||||||||||||||||||||
| Stock-based compensation expense | — | — | — | |||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||
| Common stock issued under employee benefit plans, net of shares withheld for tax | — | — | ||||||||||||||||||||||||
| Taxes paid related to net share settlements | — | ( | — | — | ( | |||||||||||||||||||||
| Stock-based compensation expense | — | — | — | |||||||||||||||||||||||
| Net loss (As Restated) | — | — | — | ( | ( | |||||||||||||||||||||
| Balances at March 31, 2026 | ( | ( | ||||||||||||||||||||||||
| Common stock issued under employee benefit plans, net of shares withheld for tax | — | — | ||||||||||||||||||||||||
| Taxes paid related to net share settlements | — | ( | — | — | ( | |||||||||||||||||||||
| Stock-based compensation expense (Note 6) | — | — | — | |||||||||||||||||||||||
| Issuance of common stock (Note 4) (As Restated) | — | — | ||||||||||||||||||||||||
| Net loss (As Restated) | — | — | — | ( | ( | |||||||||||||||||||||
| Balances at June 30, 2026 (As Restated) | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
1. Summary of business and significant accounting policies
GoPro, Inc. and its subsidiaries (GoPro or the Company) make it easy for the world to capture and share itself in immersive and exciting ways, helping people get the most out of their photos and videos. The Company is committed to developing solutions that create an easy, seamless experience for consumers to capture, create, manage and share engaging personal content. To date, the Company’s cameras, mountable and wearable accessories, subscription and service, and implied post contract support have generated substantially all of its revenue. The Company sells its products globally on its website, and through retailers and wholesale distributors. The Company’s global corporate headquarters are located in San Mateo, California.
Basis of presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (GAAP) for financial information set forth in the Accounting Standards Codification (ASC), as published by the Financial Accounting Standards Board (FASB), and with the applicable rules and regulations of the Securities and Exchange Commission (SEC). The Company’s fiscal year ends on December 31, and its fiscal quarters end on March 31, June 30, and September 30.
The condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, that management believes are necessary for the fair statement of the Company's financial statements, but are not necessarily indicative of the results expected in future periods. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the restated audited consolidated financial statements at that date included in the Company’s Amendment No. 1 of the Annual Report on Form 10-K/A filed on October 19, 2026 but does not include all the disclosures required by GAAP. This amended Quarterly Report on Form 10-Q/A should be read in conjunction with the Company's Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2025. There have been no material changes in the Company’s critical accounting policies and estimates from those disclosed in its Annual Report on Form 10-K/A for the year ended December 31, 2025, except for the policy and estimates used to account for the Company’s derivative financial instruments associated with the Convertible Debentures entered into in 2026 and as updated in Note 1A. Restatement of previously issued consolidated financial statements.
Principles of consolidation. These condensed consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of estimates. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions made by management include those related to revenue recognition and the allocation of the transaction price (including sales incentives, sales returns and implied post contract support), inventory valuation, product warranty liabilities, the valuation, impairment and useful lives of long-lived assets (property and equipment, operating lease right-of-use assets, intangible assets and goodwill), the valuation of derivative liabilities, warrant liability valuation and income taxes. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from management’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected.
Liquidity and Going Concern. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the normal course of business. U.S. GAAP requires an evaluation of whether there are conditions or events, considered in the
12
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. This evaluation initially does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management evaluates the mitigating effect of its plans to the extent it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued.
During the six months ended June 30, 2026, the Company’s performance continued to be adversely impacted by an increasingly global competitive landscape, consumer-related macroeconomic issues resulting in a softer global consumer market, rising memory costs and supply constraints. During the six months ended June 30, 2026 and 2025, total revenue was $204.0 million and $287.0 million, respectively, representing a 28.9 % decline year-over-year. As a result, the Company incurred operating losses of $96.2 million and operating cash outflows of $47.4 million during the six months ended June 30, 2026. As of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents of $27.3 million and $49.7 million, respectively, an aggregate principal debt balance outstanding of $87.2 million and $69.3 million, respectively, and an accumulated deficit of $901.7 million and $774.3 million, respectively. Additionally, the Company was not in compliance with the financial covenants under its 2025 Credit Agreement as discussed in Note 4. Financing Arrangements. The Company was also not in compliance with certain other covenants under the 2021 Credit Agreement and 2025 Credit Agreement that are described further below. The Company subsequently received waivers from the lenders of the 2021 Credit Agreement and 2025 Credit Agreement on July 9, 2026 and October 16, 2026. Future non-compliance with financial covenants may limit the Company’s access to existing credit facilities or result in an acceleration of debt obligations, which would further adversely impact liquidity. Additionally, on July 9, 2026, the Company entered into a second supplemental fee letter (the Fee Letter), which requires repayment of the 2021 Credit Agreement on or before January 5, 2027, as further discussed in Note 4 Financing arrangements. On July 9, 2026, the Company issued the 2026 Notes for $20.0 million which are due in July 2028, as discussed in Note 13 Subsequent events. Additionally, the Company issued an additional Convertible Debenture of $20.0 million in September 2026, which are due in July 2028 under the Securities Purchase Agreement, as discussed in Note 4 Financing arrangements.
As of June 30, 2026, and through the issuance date of these financial statements, the Company’s forecast has been significantly impacted by events which were not known or reasonably knowable as of the original issuance date of the annual financial statements including: (1) Amendment No. 4 of the 2021 Credit Agreement requiring the outstanding balance as of the amendment date (which was $24.4 million as of June 30, 2026) to be paid in full within 180 days from July 9, 2026; (2) changes in the Company’s arrangement with a contract manufacturer which will require the Company to purchase inventory directly from suppliers prior to product manufacturing which will impact ongoing working capital requirements; (3) continued increases and volatility in memory costs, including an initial unexpected price increases ranging from 80% to 115% in the last week of March 2026; (4) communication from the Company’s memory suppliers in April 2026 regarding planned reductions in the production of the memory used in its products causing a reduction in forecasted sales volumes of certain products which also impacted the Company’s expected utilization of materials subject to a non-cancelable non-refundable purchase commitment of $39.6 million; and (5) softness in the sales channel. As a result, the Company expects to continue to incur operating losses and negative operating cash flows, further reducing liquidity and increasing reliance on external sources of capital. For the periods ended December 31, 2025, March 31, 2026 and June 30, 2026, the Company was not in compliance with certain covenants under the 2021 Credit Agreement and the 2025 Credit Agreement, which were subsequently cured or waived. The Company continues to expect that it will not be able to comply with the future minimum financial covenants in its 2021 Credit Agreement and 2025 Credit Agreement, including, but not limited to minimum liquidity, minimum EBITDA, minimum asset coverage ratio and other covenants at the next measurement date. As a result, beginning with the period ended March 31, 2026, the Company classified as current all obligations under the 2021 Credit Agreement, 2025 Credit Agreement and the Convertible Debentures, as direct default and cross-default provisions embedded in each respective agreement could, upon an event of default, permit the applicable lenders to declare all outstanding principal and accrued interest immediately due and payable. Further, pursuant to Amendment No. 4 of the 2021 Credit Agreement dated July 9, 2026, requires the outstanding balance as of the amendment date (which was $24.4 million as of June 30, 2026) to be paid in full within 180 days of July 9, 2026. Based on current projections, which incorporate the $19.9 million of net proceeds received for the 2026 Notes and the Convertible Debenture, as discussed in Note 13
13
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Subsequent events, the Company does not expect to have sufficient liquidity to meet its obligations under Note 4 Financing arrangements. These conditions, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued.
In response to these conditions, the Company, upon receipt of approval from its Board of Directors, engaged outside advisors to evaluate strategic alternatives including a potential sale or merger of the business and has engaged outside advisors to explore opportunities within the defense and aerospace sector to leverage the Company’s existing technology in new markets and product categories. The Company is also evaluating opportunities to sell certain non-critical assets and to secure additional financing through debt or equity securities. The Company is actively evaluating potential remediation options for the expectation that it will continue to be unable to comply with its financial covenants under the 2021 Credit Agreement and the 2025 Credit Agreement within the next twelve months, including seeking additional waivers or amendments from its lenders. The Company is also evaluating refinancing and other options to repay the 2021 Credit Agreement under Amendment No. 4 within 180 days. The Company continues to focus on optimizing the revenue mix and pricing strategies, and reducing operating expenses through disciplined cost management. The Company announced a restructuring plan in April 2026 to reduce its global workforce by approximately 23 % compared to its headcount as of March 31, 2026, as discussed in Note 12 Restructuring charges. The Company began implementing the restructuring plan in the second quarter of 2026, however, is currently unable in good faith to estimate the amount, or range of amounts, expected to be incurred in connection with the remainder of the restructuring plan or to estimate the timing of future cash expenditures.
14
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Prior period reclassifications. Reclassifications of certain prior period amounts in the condensed consolidated financial statements have been made to conform to the current period presentation.
IEEPA Tariff Recovery. During the first quarter of 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were unlawful. On April 20, 2026, U.S. Customs and Border Protection launched the Consolidated Administration and Processing of Entries (CAPE) process, under which, companies can submit claims to seek refunds of previously paid IEEPA tariffs. The Company has elected to apply a gain contingency model in accordance with ASC 450-30, Gain Contingencies, to account for potential recoveries of previously paid IEEPA tariffs. Under this model, a gain contingency is not recognized in the condensed consolidated financial statements until the gain is realized or realizable, which is at the earlier of when U.S. Customs and Border Protection (CBP) affirms the Company’s refund claim or the refund is received in cash. Any recovery, when recognized, would be reflected as a reduction of cost of revenue. The Company paid an aggregate amount of $20.2 million in tariffs under the IEEPA. In connection with the 2025 Credit Agreement amendment on February 27, 2026, the Company entered into a Claim Sale and Purchase Agreement (the IEEPA Agreement) with the lender on February 19, 2026, pursuant to which the Company transferred to the lender certain of the Company’s rights and claims for potential refunds of tariffs previously paid under IEEPA, representing an aggregate claim amount of approximately $19.4 million (the IEEPA Claim), as further discussed in Note 4 Financing arrangements. On the date of transfer, the Company assigned no value to the IEEPA Claim on the condensed consolidated balance sheet due to the significant uncertainty of any potential recovery prior to the U.S. Supreme Court’s ruling in Learning Resources, Inc. v. Trump. As a result of the IEEPA Agreement, the Company will not have rights for any future proceeds from the transferred IEEPA Claim. Refer below to the Company’s accounting policy on derivative financial instruments related to the IEEPA Claim and to Note 2 Fair value measurements for the fair value of the IEEPA Claim as of June 30, 2026. In the second quarter of 2026, the Company received approval by CBP of certain submitted refund claims relating to previously paid IEEPA tariffs as part of the Phase 2 CAPE tariff refunds. As a result, the Company recorded an $18.9 million reduction to cost of revenue and increase to other current assets for the approved refund claims in the three and six months ended June 30, 2026. Pursuant to the IEEPA Agreement, any related proceeds attributable to the IEEPA Claim, when received, will be remitted to the lender under the 2025 Credit Agreement, and accordingly, the Company has recorded a liability for these amounts. Subsequent to June 30, 2026, the Company received $17.9 million of refunds from CBP, which also included interest.
Impairment of goodwill and long-lived assets. The Company performs an annual assessment of its goodwill during the fourth quarter of each calendar year, or more frequently if indicators of potential impairment exist, such as an adverse change in business climate, declines in market capitalization or a decline in the overall industry demand, that would indicate it is more likely than not that the fair value of its single reporting unit is less than its carrying value. If the Company determines that it is more likely than not that the fair value of its single reporting unit is less than the carrying value, the Company measures the amount of impairment as the amount the carrying value of its single reporting unit exceeds the fair value, up to the carrying value of goodwill, by using a discounted cash flow method and market approach method.
In the first quarter of 2025, the Company’s market capitalization declined 38 % from December 31, 2024, in part due to tariffs and geopolitical events, resulting in the Company’s market capitalization to no longer exceed the carrying value of its single reporting unit as of March 31, 2025. As a result, the Company performed a quantitative goodwill impairment analysis and estimated the fair value of its single reporting unit utilizing the income approach using a discounted future cash flow model and a market approach. The analysis required estimates which consisted of significant judgment related to the estimation of future cash flow and discount rates. The analysis was dependent on internal forecasts and profitability measures as well as certain unobservable Level 3 inputs such as the estimation of long-term revenue growth rates, terminal growth rates, and determination of the discount rate. As a result of the quantitative impairment test, the Company concluded that the carrying value of its single reporting unit exceeded its fair value, resulting in the recognition of an $18.6 million goodwill impairment charge in the first quarter of 2025.
15
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
The Company completed its annual impairment test of goodwill as of December 31, 2025 using a qualitative assessment and concluded that it was not more likely than not that the fair value of the Company’s single reporting unit was less than the carrying value. Additionally, as of December 31, 2025, the market capitalization exceeded the carrying value of the Company’s single reporting unit by 66 %, which was not adjusted for an acquisition control premium, which would further increase the percentage the fair value exceeded the carrying value.
In the first quarter of 2026, the Company identified goodwill impairment triggering events, including (i) the conclusion of substantial doubt regarding the Company’s ability to continue as a going concern, which represents a negative qualitative indicator; and (ii) a significant decline in revenue and gross margin compared to the prior year period. As a result, the Company performed an interim qualitative goodwill impairment assessment as of March 31, 2026. The Company evaluated each triggering event and concluded that, while they represent negative qualitative factors, the quantitative evidence did not indicate that these events would more likely than not reduce the reporting unit’s fair value below its carrying amount. Using the market capitalization approach, the fair value of the Company’s single reporting unit is estimated based on the trading price of its stock at the test date, which is further adjusted by an acquisition control premium representing the synergies a market participant would obtain when obtaining control of the business. Specifically, as of March 31, 2026, the Company’s market capitalization of $126.4 million exceeded the carrying value of its single reporting unit of $3.5 million by approximately 97 %, before any acquisition control premium, representing the synergies a market participant would obtain when obtaining control of the business. Based on this assessment, the Company concluded it is not more likely than not that the fair value of its single reporting unit is less than its carrying value, and no goodwill impairment charge was recorded in the first quarter of 2026.
Additionally, the Company has not identified goodwill impairment triggering events since the issuance of its first quarter financial information and through the end of the second quarter of 2026. As such, the Company concluded that it is not more likely than not that the fair value of its single reporting unit is less than the carrying value as of June 30, 2026. While there was no required goodwill impairment test, the Company’s market capitalization of $141.5 million exceeded the carrying value of its single reporting unit of negative $29.3 million or over 100 % as of June 30, 2026, which was not adjusted for an acquisition control premium, which would further increase the percentage the fair value exceeded the carrying value.
The estimated fair value of the Company’s single reporting unit is affected by volatility in the Company’s stock price. As a sensitivity, even a 50% decline in the Company’s June 30, 2026 stock price would result in the Company’s market capitalization exceeding the carrying value of its single reporting unit by more than 100 %, before any acquisition control premium. If the Company's market capitalization declines, or if future performance falls below the Company’s current expectations, assumptions, or estimates, including assumptions related to current macroeconomic uncertainties, this may trigger a future material non-cash goodwill impairment charge, which could have a material adverse effect on the Company’s business, financial condition, and results of operations in the reporting period in which a charge would be necessary. The Company will continue to monitor developments, including updates to the Company’s forecasts and market capitalization, and will update the Company’s assessment and related estimates as needed in the future.
Long-lived assets, such as property and equipment, intangible assets subject to amortization, and right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value.
As a result of the same impairment triggering events identified, which resulted in an interim qualitative goodwill impairment assessment, the Company performed an interim quantitative long-lived asset impairment assessment as of March 31, 2026. As the Company has a single asset group, the Company considered the undiscounted operating and disposal cash flows to assess recoverability. Based on this assessment, the Company concluded the carrying amount of its long-lived assets were recoverable and no long-lived asset impairment charge was recorded in the first quarter of 2026. No long-lived asset impairment triggering events occurred in the second quarter of 2026.
16
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Revenue recognition. The Company derives substantially all of its revenue from the sale of cameras, mounts, accessories, subscription and service, and implied post contract support to customers. The transaction price recognized as revenue represents the consideration the Company expects to be entitled to and is primarily comprised of hardware revenue, net of returns and variable consideration, which includes sales incentives provided to customers.
The Company’s camera sales contain multiple performance obligations that can include the following four separate obligations: (i) a camera hardware component (which may be bundled with hardware accessories) and the embedded firmware essential to the functionality of the camera component delivered at the time of sale; (ii) a subscription and service; (iii) the implied right for the customer to receive post contract support after the initial sale (PCS); and (iv) the implicit right to the Company’s downloadable free apps and software solutions. The Company’s PCS includes the right to receive, on a when and if available basis, future unspecified firmware upgrades and features as well as bug fixes, and email, chat, and telephone support.
The Company recognizes revenue from its sales arrangements when control of the promised goods or services are transferred to its customers, in an amount that reflects the amount of consideration expected to be received in exchange for the transferred goods or services. For the sale of hardware products, including related firmware and free software solutions, revenue is recognized when transfer of control occurs at a point in time, which generally is at the time the hardware product is shipped and collection is considered probable. For customers who purchase hardware products directly from GoPro.com, the Company retains a portion of the risk of loss on these sales during transit, which are accounted for as fulfillment costs. For PCS, revenue is recognized ratably over 24 months, which represents the estimated period PCS is expected to be provided based on historical experience.
The Company’s subscription and service revenue is recognized primarily from its Premium+, Premium, and Quik subscription offerings and is recognized ratably over the subscription term, with any payments received in advance of services rendered recorded as deferred revenue. The Company’s Premium+ subscription includes cloud storage up to 500 gigabytes (GB) of non-GoPro content, access to GoPro’s HyperSmooth Pro video stabilization software, and the features included in the Premium subscription. The Company’s Premium subscription offers a range of services, including unlimited cloud storage of GoPro content supporting source video and photo quality, damaged camera replacement, cloud storage up to 100 GB of non-GoPro content, highlight videos automatically delivered via the Company’s mobile app when GoPro camera footage is uploaded to a GoPro cloud account using Auto Upload, access to a high-quality live streaming service on GoPro.com as well as discounts on GoPro cameras, gear, mounts, and accessories. The Company also offers the Quik subscription that provides access to a suite of simple single-clip and multi-clip editing tools.
For the Company’s camera sale arrangements with multiple performance obligations, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells its hardware products, and subscription and service. If a standalone selling price is not directly observable, then the Company estimates the standalone selling prices considering market conditions and entity-specific factors. For example, the standalone selling price for PCS is determined based on a cost-plus approach, which incorporates the level of support provided to customers, estimated costs to provide such support, and the amount of time and costs that are allocated to efforts to develop undelivered elements.
The Company’s standard terms and conditions for non-web-based sales do not allow for product returns other than under warranty. However, the Company grants limited rights of return, primarily to certain large retailers. The Company reduces revenue and cost of revenue for the estimated returns based on analyses of historical return trends by customer class and other factors. An estimated return liability along with a right to recover assets are recorded for future product returns. Return trends are influenced by product life cycles, new product introductions, market acceptance of products, product sell-through, the type of customer, seasonality, and other factors. Return rates may fluctuate over time but are sufficiently predictable to allow the Company to estimate expected future product returns.
The Company provides sales commissions to internal and external sales representatives which are earned in the period in which revenue is recognized. As a result, the Company expenses sales commissions as incurred.
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Sales incentives. The Company offers sales incentives through various programs, including cooperative advertising, price protection, marketing development funds, and other incentives. Sales incentives are considered to be variable consideration, which the Company estimates and records as a reduction to revenue at the date of sale. The Company estimates sales incentives based on historical experience, product sell-through, and other factors.
Derivative financial instruments. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815 Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then marked-to-market at each reporting date, with changes in fair value recorded in other income (expense), net, in the condensed consolidated statements of operations. The Company determined that the conversion feature of the Convertible Debentures created a derivative liability that required bifurcation from the host debt instrument as discussed in Note 4 Financing arrangements. The fair value of the embedded conversion derivative used a with-and-without valuation approach, under which the Company used a lattice model to value the Convertible Debentures, with a Monte Carlo simulation used to estimate the expected conversion price discount.
Additionally, the IEEPA Claim in the IEEPA Agreement created a derivative liability as discussed in Note 4 Financing arrangements. The fair value of the IEEPA Claim was determined based on observable transaction prices for identical IEEPA refund rights.
Warrants. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants' specific terms and the applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity. The warrants issued to the Lender in connection with the 2025 Credit Agreement are classified as liabilities because they contain a provision that may require the Company to repurchase shares issued upon exercise. The warrant liability is included in other long-term liabilities and was $6.8 million as of June 30, 2026.
The Company measures the warrants at fair value at issuance and remeasures them at each reporting date, with changes in fair value recognized in other income (expense), net. The fair value of the warrants at issuance was recorded as a debt discount on the 2025 Term Loan. When the terms of the warrants are modified in connection with an amendment to the 2025 Credit Agreement that is accounted for as a debt modification, the incremental fair value of the warrants is recorded as additional debt discount. The debt discount is amortized to interest expense over the remaining term of the 2025 Term Loan.
The Company estimates the fair value of the warrants using a Black-Scholes option pricing model, which requires the use of significant judgment and includes unobservable Level 3 inputs. Significant assumptions include the expected term, which is based on the remaining contractual term of the warrants, and expected volatility, which is based on a weighted blend of the historical and implied volatility of our Class A common stock. As of December 31, 2025, the Company used an expected term of 9.09 years and expected volatility of 73%. Changes in these assumptions, or in the market price of our Class A common stock, could significantly affect the fair value of the warrants and the Company’s results of operations.
Income taxes. The Company utilizes the asset and liability method for computing its income tax provision, under which, deferred tax assets and liabilities are recognized for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates. The Company makes estimates, assumptions, and judgments to determine the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. The
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income in each tax jurisdiction and, to the extent the Company believes recovery is not likely, establishes a valuation allowance. As of June 30, 2026, the Company intends to continue to maintain a full valuation allowance on all its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense.
Recent accounting standards.
| Standard | Description | Effect on the condensed consolidated financial statements or other significant matters | ||||||||||||
| Standards not yet adopted | ||||||||||||||
Income Statement Reporting - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ASU No. 2024-03 | This guidance is designed to improve financial reporting by requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods, including amounts and qualitative descriptions of inventory purchases, employee compensation, depreciation and intangible asset amortization, among other requirements. This standard is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption is permitted. The standard should be applied prospectively, however retrospective application is permitted. | The Company is currently evaluating the impact of adopting this standard on its financial statements and related disclosures. | ||||||||||||
1A. Restatement of previously issued consolidated financial statements
As described in Amendment No. 1 on Form 10-K/A filed with the SEC on October 19, 2026 certain items in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, initially filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026 (the "Original Form 10-K"), and subsequently updated in the Current Report on Form 8-K filed with the SEC on June 1, 2026 were restated due to
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
errors in accounting for certain warrants issued in connection with the 2025 Credit Agreement. The Company also identified errors in the measurement of the embedded conversion derivative liability associated with the Convertible Debentures issued in February 2026. These errors are non-cash in nature and resulted in a material misstatement within the condensed consolidated financial statements as of and for the three and six months ended June 30, 2026.
A description of the errors and their impacts on the previously issued financial statements is included below.
Warrants issued in connection with the 2025 Credit Agreement
The Company identified errors related to (i) the initial measurement of the liability-classified warrants issued to Mateo Financing, LLC (the “Warrants”) on August 4, 2025 which in turn affected the loss on debt extinguishment recognized in the three months ended March 31, 2026, (ii) the recognition of changes in fair value of the warrant liability at each subsequent reporting date, and (iii) debt discount amortization resulting from the initial measurement errors. The Company determined that incorrect valuation inputs and methodology were used in the initial and subsequent measurement of the Warrants. These included an expected term shorter than the remaining contractual term through August 1, 2035, and incorrectly included an illiquidity adjustment. These errors resulted in the following misstatements.
•Impact as of December 31, 2025. As of December 31, 2025, the warrant liability, recorded within other long-term liabilities, was understated by $6.8 million. Short-term debt was overstated by $7.6 million because the unamortized warrant-related debt discount was understated. These amounts have been corrected through the opening balances as of January 1, 2026, including the opening accumulated deficit presented in the condensed consolidated statement of stockholders’ equity (deficit).
•Debt extinguishment. In February 2026, the Company amended the 2025 Credit Agreement, and the amendment was accounted for as a debt extinguishment (see Note 4 Financing arrangements). Because the unamortized warrant-related debt discount was understated, the loss on extinguishment of debt, recorded within other income (expense), net, was understated by $7.0 million for the three months ended March 31, 2026 and six months ended June 30, 2026. The write-off of the remaining unamortized discount eliminated the warrant-related misstatement of short-term debt as of June 30, 2026.
•Subsequent measurement. The warrant liability is measured at fair value at each reporting date, with changes in fair value recognized in other income (expense), net (See Note 1 Summary of business and significant accounting policies and Note 2 Fair value measurements). Because the same incorrect valuation assumptions were used at each remeasurement date, the change in fair value was misstated in each period. As of and for the three and six months ended June 30, 2026, the warrant liability, recorded within other long-term liabilities, was overstated, and other income (expense), net was understated by $0.1 and $3.7 million, respectively. As a result, the warrant liability was understated by $3.1 million as of June 30, 2026.
•Debt discount amortization. Because the debt discount was understated, interest expense was understated by zero and $0.6 million for the three and six months ended June 30, 2026, respectively.
Embedded derivative liability associated with Convertible Debentures
The Company identified an error in the accounting for the securities purchase agreement (Securities Purchase Agreement) it entered into in February 27, 2026 with YA II PN, Ltd (YA II PN), a fund of Yorkville Advisors Global, LP, in connection with the issuance and sale by the Company of convertible debentures (the Convertible Debentures) issuable in an aggregate principal amount of up to $50.0 million. In accounting for the bifurcation of the embedded conversion derivative from the Convertible Debentures, the Company used the fair value of the Convertible Debenture as the fair value of the embedded conversion derivative, rather than determining the fair value of the embedded conversion derivative using a with-and-without valuation approach and recognizing the combined instrument as short-term debt. As a result, the amounts initially allocated to the embedded conversion derivative and debt host at issuance, and the related debt discount and subsequent interest expense, were incorrectly recorded. This error resulted in the following misstatements:
•Initial measurement. As of and for the six months ended June 30, 2026, the initial measurement error caused accrued expenses and other current liabilities to be overstated by $30.9 million, short-term debt to
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
be understated by $23.8 million, and other income (expense), net to be understated by $7.1 million. There was no misstatement for the three months ended June 30, 2026.
•Subsequent measurement. The embedded conversion derivative liability is measured at fair value at each reporting date, with changes in fair value recorded in other income (expense), net (see Note 2 Fair value measurements). Because the initial measurement was incorrect, the subsequent change in fair value was also misstated. For the three months ended and as of June 30, 2026, other income (expense), net was understated by $0.8 million, short-term debt was overstated by $0.7 million, and accrued expenses and other current liabilities were overstated by $0.1 million. For the six months ended and as of June 30, 2026, other income (expense), net was understated by $1.0 million, short-term debt was overstated by $1.1 million, and accrued expenses and other current liabilities were understated by $0.1 million.
•Debt discount amortization. Because of the initial measurement error, interest expense and short-term debt were overstated by $2.1 million and $3.0 million for the three and six months ended and as of June 30, 2026, respectively.
•Conversions. During the three months ended June 30, 2026, a portion of the Convertible Debentures was converted into shares of common stock. Because the embedded conversion derivative and the debt host were misstated, the amounts derecognized upon conversion were also misstated. As of June 30, 2026, accrued expenses and other current liabilities were understated by $15.3 million, short-term debt was overstated by $10.6 million, and common stock and additional paid-in capital was overstated by $1.8 million. For the three and six months ended June 30, 2026, other income (expense), net was overstated by $2.9 million because the loss on conversion was understated.
The table below sets forth the consolidated balance sheet information, including the balances originally reported and the restated balances as of June 30, 2026.
| June 30, 2026 | |||||||||||||||||
| (in thousands) | As Previously Reported | Adjustment | As Restated | ||||||||||||||
| Accrued expenses and other current liabilities | $ | $ | ( | $ | |||||||||||||
| Short-term debt | |||||||||||||||||
| Total current liabilities | ( | ||||||||||||||||
| Other long-term liabilities | |||||||||||||||||
| Total liabilities | ( | ||||||||||||||||
| Common stock and additional paid-in capital | ( | ||||||||||||||||
| Accumulated deficit | ( | ( | |||||||||||||||
| Total stockholders’ deficit | ( | ( | |||||||||||||||
Note: The Company’s condensed consolidated statements of stockholders’ equity (deficit) were also affected by the revised accumulated deficit amounts for the period presented above.
The table below sets forth the consolidated statement of operations information, including the amounts originally reported and the restated amounts for the three months ended June 30, 2026:
21
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
| Three months ended June 30, 2026 | |||||||||||||||||||||||||||||
| (in thousands, except per share data) | As Previously Reported | Adjustment | As Restated | ||||||||||||||||||||||||||
| Interest expense | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ( | ||||||||||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | ||||||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ||||||||||||||||||||||||||
| Net loss | ( | ( | ( | ||||||||||||||||||||||||||
| Basic and diluted net loss per share | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Shares used to compute basic and diluted net loss per share | — | ||||||||||||||||||||||||||||
The restatement adjustments did not change the fact that the comprehensive income (loss) approximated net income (loss).
The table below sets forth the consolidated statement of operations information, including the amounts originally reported and the restated amounts for the six months ended June 30, 2026:
| Six months ended June 30, 2026 | |||||||||||||||||||||||||||||
| (in thousands, except per share data) | As Previously Reported | Adjustment | As Restated | ||||||||||||||||||||||||||
| Interest expense | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||||||||
| Total other income (expense), net | ( | ( | |||||||||||||||||||||||||||
| Loss before income taxes | ( | ( | |||||||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||||||||
| Basic and diluted net loss per share | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Shares used to compute basic and diluted net loss per share | — | ||||||||||||||||||||||||||||
The restatement adjustments did not change the fact that the comprehensive income (loss) approximated net income (loss).
The table below sets forth the consolidated statement of cash flows information, including the amounts originally reported and the restated amounts for the six months ended June 30, 2026:
22
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
| Six months ended June 30, 2026 | |||||||||||||||||
| (in thousands) | As Previously Reported | Adjustment | As Restated | ||||||||||||||
| Operating activities: | |||||||||||||||||
| Net loss | $ | ( | $ | $ | ( | ||||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||||
| Non-cash interest expense | ( | ||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||
| Derivative expense | ( | ||||||||||||||||
| Change in fair value of derivative liabilities | |||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||
| Net cash used in operating activities* | ( | ( | |||||||||||||||
*Net cash used in operating activities is unchanged by these non-cash corrections.
The impacts of the restatements have been reflected throughout these condensed consolidated financial statements, including the applicable Notes to the condensed consolidated financial statements.
2. Fair value measurements
The Company’s assets and liabilities that are measured at fair value on a recurring basis within the fair value hierarchy are summarized as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| (As Restated) | |||||||||||||||||||||||||||||||||||||||||||||||
Cash equivalents (1): | |||||||||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Total cash equivalents | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Warrant liability | |||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
The Company corrected errors in the valuation of the warrant liability, and in the valuation of the derivative liability associated with the Convertible Debentures conversion feature. See Note 1A. Restatement of previously issued consolidated financial statements, for the nature and quantitative effects of these corrections.
Cash equivalents are classified as Level 1 because the Company uses quoted market prices to determine their fair value. As of June 30, 2026 and December 31, 2025, the amortized cost of the Company’s cash equivalents approximated their fair value and there were no material realized or unrealized gains or losses, either individually or in the aggregate. The liability-classified warrants are classified as Level 3 and are valued based on a Black-Scholes option pricing model each reporting period.
23
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
The fair value of the warrants was estimated with the following assumptions:
| June 30, 2026 | |||||
| Volatility | % | ||||
| Risk-free interest rate | % | ||||
| Dividend yield | % | ||||
| Expected term (years) | |||||
The expected term was corrected from a term of 1.56 years to the remaining contractual term of the warrants through August 1, 2035, which was approximately 9.09 years at June 30, 2026. Expected volatility is based on a blend of historical volatility (90% weighting) and implied volatility (10% weighting). The risk-free interest rate is based on a term-matched U.S. Treasury yield at the valuation date. The dividend yield is zero. As part of the restatement, the Company removed the incorrectly applied illiquidity adjustment to the warrants valuation.
The conversion feature associated with the Convertible Debentures met the criteria for a derivative liability under ASC 815 which required bifurcation. The Company used a lattice model to value the Convertible Debentures, with a Monte Carlo simulation used to estimate the expected conversion price discount and classified the derivative liability as a Level 3 financial instrument. The derivative liability was measured at fair value upon issuance and subsequently remeasured at fair value on a recurring basis. Changes in the fair value of the derivative liability were recorded in other income (expense), net, in the condensed consolidated statements of operations. The fair value of the derivative liability associated with the Convertible Debentures was estimated with the following assumptions:
| June 30, 2026 | |||||
| Volatility | 114 | % | |||
| Risk-free/credit spread interest rate | 19.3 | % | |||
| Dividend yield | — | % | |||
| Conversion price discount | 91.6% | ||||
Changes in the fair value of the Level 3 warrant liability and derivative liability related to the conversion feature of the Convertible Debentures during the six months ended June 30, 2026 were as follows:
(in thousands) | Warrant Liability | Derivative Liability associated with the Convertible Debentures | |||||||||
| (As Restated) | |||||||||||
| Balance as of December 31, 2025 | $ | $ | |||||||||
| Issuance of warrants or derivative liability | |||||||||||
| Change due to conversion/settlement | ( | ||||||||||
| Change in fair value | ( | ( | |||||||||
| Balance as of June 30, 2026 | $ | $ | |||||||||
During the six months ended June 30, 2026, the Company issued 15.5 million shares of the Company’s Class A common stock due to the exercise of the conversion option by YA II PN for a principal amount of $11.2 million of the Convertible Debentures. The derivative liability associated with the Convertible Debentures conversion feature was reduced proportionately upon each conversion, using an as-converted value to estimate fair value, for an aggregate decrease of $6.5 million.
The IEEPA Claim in the IEEPA Agreement created a derivative liability and the Company used observable transaction prices for identical IEEPA refund rights to determine the fair value. The Company classified the derivative liability associated with the IEEPA Claim as a Level 2 financial instrument as there was a limited number of transactions in the market. The derivative liability was measured at fair value upon issuance and
24
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
subsequently remeasured at fair value on a recurring basis. Changes in the fair value of the derivative liability were recorded in other income (expense), net, in the condensed consolidated statements of operations.
For certain other financial assets and liabilities, including accounts receivable, accounts payable and other current assets and liabilities, the carrying amounts approximate their fair value primarily due to the relatively short maturity of these balances.
3. Condensed consolidated financial statement details
The following section provides details of selected balance sheet items.
Inventory
(in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
Components | $ | $ | |||||||||
Finished goods | |||||||||||
| Total inventory | $ | $ | |||||||||
Property and equipment, net
(in thousands) | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Leasehold improvements | $ | $ | |||||||||||||||
| Production, engineering, and other equipment | |||||||||||||||||
| Tooling | |||||||||||||||||
| Computers and software | |||||||||||||||||
| Furniture and office equipment | |||||||||||||||||
| Tradeshow equipment and other | |||||||||||||||||
| Construction in progress | |||||||||||||||||
| Gross property and equipment | |||||||||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | |||||||||||||||
| Property and equipment, net | $ | $ | |||||||||||||||
Depreciation expense was $1.3 million and $1.3 million for the three months ended June 30, 2026 and 2025, respectively, and $2.6 million and $2.5 million for the six months ended June 30, 2026 and 2025, respectively.
Other long-term assets
(in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| Point of purchase (POP) displays | $ | $ | |||||||||
| Deposits and other | |||||||||||
| Intangible assets, net | |||||||||||
| Long-term deferred tax assets | |||||||||||
| Other long-term assets | $ | $ | |||||||||
Amortization expense for POP displays was $1.8 million and $1.8 million for the three months ended June 30, 2026 and 2025, respectively, and $3.6 million and $3.5 million for the six months ended June 30, 2026 and 2025,
25
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
respectively. Expenditures for POP displays were $0.2 million and $0.5 million for the three months ended June 30, 2026 and 2025, respectively, and $0.3 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively.
Intangible assets
| Useful life (in months) | June 30, 2026 | ||||||||||||||||||||||
| (in thousands) | Gross carrying value | Accumulated amortization | Net carrying value | ||||||||||||||||||||
| Purchased technology | 20-72 | $ | $ | ( | $ | ||||||||||||||||||
| Domain name | — | ||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | |||||||||||||||||||
| Useful life (in months) | December 31, 2025 | ||||||||||||||||||||||
| (in thousands) | Gross carrying value | Accumulated amortization | Net carrying value | ||||||||||||||||||||
| Purchased technology | 20-72 | $ | $ | ( | $ | ||||||||||||||||||
| Domain name | — | ||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | |||||||||||||||||||
Amortization expense was $0.4 million and $0.4 million for the three months ended June 30, 2026 and 2025, respectively, and $0.9 million and $0.9 million for the six months ended June 30, 2026 and 2025, respectively.
As of June 30, 2026, expected amortization expense of intangible assets with definite lives for future periods was as follows:
(in thousands) | Total | ||||
| Year ending December 31, | |||||
| 2026 (remaining 6 months) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| $ | |||||
Goodwill
Changes to the carrying amount of goodwill during the six months ended June 30, 2026 were as follows:
| (in thousands) | Carrying Amount | ||||
| Carrying amount as of December 31, 2025 | $ | ||||
| Goodwill impairment | |||||
| Carrying amount as of June 30, 2026 | $ | ||||
26
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Accrued expenses and other current liabilities
(in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| (As Restated) | |||||||||||
Purchase order commitments(1) | $ | $ | |||||||||
| Derivative liabilities | |||||||||||
| Accrued sales incentives | |||||||||||
| Accrued liabilities | |||||||||||
| Employee related liabilities | |||||||||||
| Warranty liabilities | |||||||||||
| Customer deposits | |||||||||||
| Return liability | |||||||||||
| Inventory received | |||||||||||
| Other | |||||||||||
| Accrued expenses and other current liabilities | $ | $ | |||||||||
(1) The increase in accrued purchase order commitments from December 31, 2025 was primarily due to communication from the Company’s memory suppliers regarding planned reductions in the production of the memory used in its products causing a reduction in forecasted sales volumes of certain products which also impacted the Company’s expected utilization of materials subject to a non-cancellable non-refundable purchase commitment.
Product warranty
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||||||||
| Charged to cost of revenue | |||||||||||||||||||||||||||||
| Settlement of warranty claims | ( | ( | ( | ( | |||||||||||||||||||||||||
| Warranty liability | $ | $ | $ | $ | |||||||||||||||||||||||||
4. Financing arrangements
2021 Credit Agreement
In January 2021, the Company entered into a credit agreement which provides for a revolving credit facility (2021 Credit Facility) and the Company amended the credit agreement in March 2023, August 2025 and February 2026. Additionally, on July 9, 2026, the Company entered into a Waiver and Amendment No. 4 to the credit agreement (as amended, collectively, the 2021 Credit Agreement). Under the 2021 Credit Agreement, the Company may borrow up to an aggregate amount of $35.0 million (subject to an asset coverage ratio requirement of 1.5 x), which with the February 2026 amendment, the testing of the asset coverage ratio changed from quarterly to monthly, until the Borrowing Base Conversion Date, which was June 30, 2026 (the date on which the lender implemented a borrowing base following the completion of an appraisal, field exam and other collateral diligence measures). The asset coverage ratio is defined as the ratio of (i) the sum of (a) the Company’s cash and cash equivalents in the United States plus specified percentages of other qualified debt investments (Qualified Cash) plus (b) specified percentages of the net book values of the Company’s accounts receivable and certain inventory to (ii) $50.0 million. After the Borrowing Base Conversion Date, which was June 30, 2026, the amount that may be borrowed under the 2021 Credit Agreement is based on a customary borrowing base calculation, and up to $50.0 million with zero currently available. In February 2026, Amendment No. 3 under the 2021 Credit Agreement extended the
27
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
maturity of the 2021 Credit Agreement to June 2027, changed the interest rate at which borrowed funds accrue interest, and changed the liquidity minimums, all of which are further discussed below. Amendment No. 3 under the 2021 Credit Agreement was accounted for as a debt modification, resulting in no gain or loss as there was no unamortized debt discount at the time of the modification. Amendment No. 4 under the 2021 Credit Agreement revised certain provisions of the 2021 Credit Agreement to permit the transactions contemplated by the Woodman Purchase Agreement discussed in Note 13 Subsequent events, further increased the interest rate at which borrowed funds accrue interest after June 30, 2026 through maturity, and granted certain waivers as discussed below. In connection with the Waiver and Amendment No. 4 under the 2021 Credit Agreement, on July 9, 2026, the Company and the lender under the 2021 Credit Agreement entered into the Fee Letter, which provides for the payment of certain fees to the lender, including a $5.0 million restructuring fee payable upon the occurrence of certain bankruptcy events of default, which restructuring fee may be reduced to zero upon a successful refinancing of the amounts outstanding under the 2021 Credit Facility as a result of a bankruptcy or insolvency proceeding under certain conditions; and a success fee in the amount of $1.0 million 181 days after July 9, 2026, which success fee may be reduced if the amounts outstanding under the 2021 Credit Facility are refinanced or repaid prior to such date. The Fee Letter also provides for the repayments of amounts outstanding under the 2021 Credit Agreement in weekly installments of $250,000 commencing on October 12, 2026, with such amount increasing to $1.0 million from and after November 9, 2026, until January 4, 2027. The Fee Letter also provides that the Company shall, within 180 days after July 9, 2026, consummate a refinancing, sale or other transaction that causes all amounts outstanding under the 2021 Credit Agreement to be paid in full. As of the issuance of these financial statements, management has not yet completed its evaluation of the financial statement impact of Amendment No. 4 and is unable to reasonably estimate the financial statement effect.
Borrowed funds accrue interest as of Amendment No. 3, at the Company’s option, at a rate equal to either (i) a per annum rate equal to the base rate plus a margin of 3.50 % or (ii) a per annum rate equal to the Secured Overnight Financing Rate (SOFR) plus a 10 basis point premium and a margin of 4.50 %. The Company is required to pay a commitment fee on the unused portion of the 2021 Credit Facility of 0.25% per annum. Amounts owed under the 2021 Credit Agreement are guaranteed by certain of the Company’s United States subsidiaries and secured by a first-priority security interest in substantially all of the assets of the Company and certain of its subsidiaries (including intellectual property registrations and applications, which is subject to an intercreditor agreement).
The 2021 Credit Agreement contains customary representations, warranties, affirmative and negative covenants, and events of default. The negative covenants include restrictions on the incurrence of liens and indebtedness, certain investments, dividends, stock repurchases, and other matters, all subject to certain exceptions. In addition, the Company is required to maintain liquidity (the sum of unused availability under the 2021 Credit Facility and the Company’s Qualified Cash) of at least (i) $25.0 million from February 27, 2026 through June 30, 2026, (ii) $30.0 million during the period from July 1, 2026 through July 31, 2026, (iii) $35.0 million during the period from August 1, 2026 through August 31, 2026, and (iv) $40.0 million from September 1, 2026 through the maturity date (of which at least $10.0 million shall be attributable to Qualified Cash during all periods), and maintain a minimum unused availability under the 2021 Credit Facility of at least $10.0 million after the Borrowing Base Conversion Date. The 2021 Credit Agreement also includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments and change of control. Upon an event of default, the lender may, subject to customary cure rights, require the immediate payment of all amounts outstanding.
For the period ended December 31, 2025, the Company was in compliance with the liquidity and asset coverage ratio financial covenants contained in the 2021 Credit Agreement; however, the 2021 Credit Agreement also required the Company to be in compliance with the financial covenants within the 2025 Credit Agreement. The Company was not in compliance with the 2025 Credit Agreement asset coverage ratio of 1.25 x or the minimum EBITDA covenant of not less than $10.0 million for the fiscal quarter ending December 31, 2025 and subsequently cured the non-compliance by entering into an amendment on February 27, 2026. For the period ended March 31, 2026, the Company was in compliance with the liquidity and asset coverage ratio financial covenants contained in the 2021 Credit Agreement; however, the Company was not in compliance with the minimum asset coverage ratio
28
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
of 1.05 x under the 2025 Credit Agreement. On May 8, 2026, the Company received a waiver from the Lender under the 2025 Credit Agreement waiving the asset coverage ratio non-compliance as of March 31, 2026.
For the period ended June 30, 2026, the Company was in compliance with the liquidity and minimum unused availability financial covenants contained in the 2021 Credit Agreement; however, the Company was not in compliance with the minimum EBITDA or the minimum asset coverage ratio of 1.15 x under the 2025 Credit Agreement. On July 9, 2026, the Company entered into Waiver and Amendment No. 3 to the 2025 Credit Agreement that among other things, waived the second quarter of 2026 EBITDA and asset coverage ratio non-compliance as of June 30, 2026. Additionally, on July 9, 2026, the Company entered into Waiver and Amendment No. 4 to the 2021 Credit Agreement that among other things, waived (i) a failure to deliver annual financial statements without a “going concern” or like qualification, and related notice requirement, and (ii) defaults related to compliance with certain affirmative and negative covenants. No upfront cash fee was paid solely in consideration for the waiver. However, in connection with Waiver and Amendment No. 4 to the 2021 Credit Agreement, the Company entered into the Fee Letter, which provides for contingent and other fees, and mandatory repayments described above. There are outstanding letters of credit under the 2021 Credit Agreement which total $5.0 million for certain duty-related requirements which were not collateralized by any cash on hand. As of June 30, 2026, the Company had $24.4 million outstanding under the 2021 Credit Agreement and had zero available to draw given the $10.0 million unused availability covenant.
During the three months ended March 31, 2026 and six months ended June 30, 2026, the Company concluded that substantial doubt existed about its ability to continue as a going concern, as further described in Note 1 Summary of business and significant accounting policies. Based on the Company’s current financial forecasts, the Company does not expect it will be able to repay its 2021 Credit Agreement under Amendment No. 4 in 180 days and comply with its financial covenants under the 2021 Credit Agreement and the 2025 Credit Agreement as of the next measurement date. The Company is actively evaluating potential remediation options, including seeking waivers or amendments from its lenders and other repayment options; however, no waiver or amendment, other than those described herein, has been obtained as of the date of the issuance of these condensed consolidated financial statements, and there can be no assurance that any such relief will be obtained. As a result, beginning with the period ended March 31, 2026, ASC 470-10-45 Debt required the Company to classify as current all obligations under the 2021 Credit Agreement, the 2025 Credit Agreement and the Convertible Debentures, as direct default and cross-default provisions embedded in each respective agreement could, upon an event of default, permit the applicable lenders to declare all outstanding principal and accrued interest immediately due and payable. The outstanding balance under the 2021 Credit Agreement continues to be classified as short-term debt in the condensed consolidated balance sheet as of June 30, 2026 as it is also due within a year.
2025 Credit Agreement
On August 4, 2025, the Company entered into a credit agreement with Farallon Capital Management, L.L.C., as administrative agent and collateral agent (the Agent), and Mateo Financing, LLC (the Lender) and the Company amended the credit agreement on November 5, 2025 and February 27, 2026 (collectively, the 2025 Credit Agreement). Additionally, on July 9, 2026, the Company entered into a Waiver and Amendment No. 3 to the credit agreement (as amended, collectively, the 2025 Credit Agreement). The 2025 Credit Agreement provides for a second lien credit facility up to $50.0 million (the 2025 Term Loan). The 2025 Credit Agreement will mature, and any outstanding borrowings become due and payable on January 22, 2028. The November 2025 amendment revised the (i) Q1 2026, Q2 2026 and Q3 2026 EBITDA minimums, including a tariff-based adjustment, (ii) removed the liquidity minimum step-down clause, and (iii) decreased the exercise price of the warrants to $0.75, all of which are discussed below. In February 2026, Amendment No. 2 under the 2025 Credit Agreement revised the (i) minimum liquidity for the remaining term of the 2025 Credit Agreement, (ii) removed the EBITDA minimums for the fiscal quarter ending December 31, 2025 and for the period of four consecutive fiscal quarters ending March 31, 2026, (iii) revised the EBITDA minimum for the remainder of the 2025 Credit Agreement, and (iv) revised the minimum asset coverage ratio for periods on or prior to March 31, 2026, all of which are disclosed below. Amendment No. 2 was accounted for as a debt extinguishment, resulting in a loss on extinguishment of debt of $15.9 million, which was recorded in other income (expense), net, in the condensed consolidated statements of operations for the six months ended June 30, 2026. The loss includes the write-off of $12.1 million of unamortized debt discount and debt issuance costs, including the unamortized portion of the incremental fair value of the November 2025 warrant repricing. Amendment No. 3 revised certain provisions of the 2025 Credit
29
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Agreement to permit the transactions contemplated by the Woodman Purchase Agreement discussed in Note 13 Subsequent events and granted certain waivers as further discussed below. As of the issuance of these financial statements, management has not yet completed its evaluation of the financial statement impact of Amendment No. 3 and is unable to reasonably estimate the financial statement effect.
In connection with the February 2026 amendment to the 2025 Credit Agreement, the Company entered into the IEEPA Agreement with the Lender on February 19, 2026, pursuant to which the Company transferred to the Lender certain of the Company’s rights and claims for potential refunds of tariffs previously paid under IEEPA, representing an aggregate claim amount of approximately $19.4 million (the IEEPA Claim). On the date of transfer, the Company assigned no value to the IEEPA Claim on the condensed consolidated balance sheet due to the significant uncertainty of any potential recovery prior to the U.S. Supreme Court’s ruling in Learning Resources, Inc. v. Trump. As a result of the IEEPA Agreement, the Company will not have rights to any future proceeds from the transferred IEEPA Claim. The Company accounted for the transfer of the IEEPA Claim as a derivative liability as discussed in Note 1 Summary of business and significant accounting policies and classified the derivative liability as a Level 2 financial instrument as discussed in Note 2 Fair value measurements. Despite the Company assigning no value to the IEEPA Claim on the condensed consolidated balance sheet on the date of transfer, the Company assigned an $8.7 million value to the IEEPA Claim obligation as of February 27, 2026, and recorded the derivative liability within accrued expenses and other current liabilities in the condensed consolidated balance sheets. The IEEPA Claim obligation is remeasured at each reporting period, with changes in value recorded in other income (expense), net, in the condensed consolidated statements of operations. In the second quarter of 2026, the Company received approval by CBP of certain submitted refund claims relating to previously paid IEEPA tariffs as part of the Phase 2 CAPE tariff refunds. As a result, the Company recorded an $18.9 million reduction to cost of revenue and increase to other current assets for the approved refund claims in the three and six months ended June 30, 2026. Pursuant to the IEEPA Agreement, any related proceeds attributable to the IEEPA Claim, when received, will be remitted to the lender under the 2025 Credit Agreement, and accordingly, the Company has recorded a liability for these amounts. Subsequent to June 30, 2026, the Company received $17.9 million of refunds from CBP, which also included interest.
Borrowed funds accrue interest, at the Company’s option, at a rate equal to either (i) the applicable one or three-month SOFR, plus a 10 basis point premium for one-month SOFR or 15 basis point premium for three-month SOFR, plus 7.5 %, or (ii) the Base Rate plus 6.50 %. The Base Rate is defined as the greater of (i) the Wall Street Journal prime rate, (ii) the federal funds rate plus 0.50% or (iii) a one-month adjusted term SOFR plus 1.00%. During an event of default, the applicable interest rates are increased by 2.0% per annum. For Base Rate loans, the Company will pay interest on a quarterly basis and at the maturity date. For SOFR rate loans, the Company will pay interest at least quarterly, or more frequently, as defined in the 2025 Credit Agreement, and at the maturity date. The Company shall make quarterly principal payments on the 2025 Term Loan, with the remaining principal due on the maturity date. Under the 2025 Credit Agreement, the Company may be obligated to pay additional amounts which would allow for a minimum return. The 2025 Term Loan is subject to mandatory prepayment in certain cases involving asset dispositions, debt issuances, certain receipts of cash proceeds from insurance and other extraordinary receipts, and a change in control. The Company is required to apply 25% of excess cash flow to repay the 2025 Term Loan. Prepayments of the 2025 Term Loan, whether optional or mandatory, before, on or after January 22, 2028, or as a result of any acceleration of the 2025 Term Loan as a result of an event of default, require a prepayment premium in an amount set forth in the 2025 Credit Agreement. Amounts owed under the 2025 Credit Agreement are guaranteed by certain of the Company’s domestic subsidiaries, and are secured by a second lien security interest in substantially all of the assets of the Company and certain of the Company’s subsidiaries.
The 2025 Credit Agreement contains customary representations, warranties, and affirmative and negative covenants, including financial covenants. The negative covenants include restrictions on the incurrence of liens and indebtedness, certain investments, dividends, stock repurchases and other matters, all subject to certain exceptions. Amendment No. 3 includes the following financial covenant requirements (a) the Company to maintain liquidity (defined as the sum of unrestricted cash, cash equivalents and availability under the 2021 Credit Agreement) of at least (i) $25.0 million during the fiscal quarters ending March 31, 2026 and June 30, 2026, (ii) $30.0 million during the fiscal month ending July 31, 2026, (iii) $35.0 million during the fiscal month ending August 31, 2026 and (iv) $40.0 million during any fiscal month thereafter; (b) the Company not to have EBITDA (as
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
defined in the 2025 Credit Agreement) of (i) less than $5.0 million, subject to adjustment, for the fiscal quarter ending June 30, 2026, (ii) less than zero , subject to adjustment, for the fiscal quarter ending September 30, 2026, (iii) less than zero for the fiscal quarter ending December 31, 2026, (iv) less than $20.0 million for the period of four consecutive fiscal quarters ending March 31, 2027, (v) less than $30.0 million for the period of four consecutive fiscal quarters ending June 30, 2027, (vi) less than $35.0 million for the period of four consecutive fiscal quarters ending September 30, 2027, and (vii) less than $40.0 million for the period of four consecutive fiscal quarters ending December 31, 2027 and thereafter; and (c) the Company not to permit an asset coverage ratio (defined as the ratio of (x) the sum of unrestricted cash, cash equivalents, and certain receivables and inventory, divided by (y) the sum of accounts payable and total debt (as defined in the 2025 Credit Agreement) of less than (i) 1.05 :1.00 on or prior to March 31, 2026 or (ii) 1.15 :1.00 thereafter. The EBITDA thresholds for fiscal quarters ending June 30, 2026 and September 30, 2026 are subject to potential adjustments in the event of a reduction in tariff amounts in Malaysia or Thailand (or both) to a level that is 10% or lower, as described in further detail in the 2025 Credit Agreement. To the extent there are adjustments to the tariff rates of only one of the countries, the corresponding adjustments will be apportioned accordingly. For the period ended June 30, 2026, no such adjustment was made to the EBITDA threshold.
The 2025 Credit Agreement also includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain material ERISA events. An event of default would also occur in the event the Company fails to maintain the listing of its common stock on the Nasdaq stock market for a period of 30 consecutive days. The occurrence of an event of default could result in the acceleration of the obligations under the 2025 Credit Agreement. On July 21, 2026, the Company received a notice from the Nasdaq Stock Market LLC (Nasdaq) indicating the Company was not in compliance with Nasdaq’s Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Class A common stock has been below $1.00 per share for 30 consecutive business days. See Note 13 Subsequent events for further discussion.
As of June 30, 2026 and December 31, 2025, the outstanding principal under the 2025 Term Loan was $49.0 million and $49.8 million, respectively, the unamortized debt issuance cost was zero and $1.9 million, respectively, the unamortized debt discount was $4.0 million and $11.3 million, respectively, and the net carrying amount of the liability was $45.0 million and $36.6 million, respectively, which was recorded as short term debt as of June 30, 2026 and long-term debt as of December 31, 2025 within the condensed consolidated balance sheets. For the three months ended June 30, 2026 and 2025, the Company recorded $1.4 million and zero , respectively, of interest expense and $0.6 million and zero , respectively, for amortization of the debt discount. For the six months ended June 30, 2026 and 2025, the Company recorded $2.8 million and zero , respectively, of interest expense, $1.7 million and zero , respectively, for amortization of the debt discount, and $0.1 million and zero , respectively, for amortization of debt issuance costs.
For the period ended December 31, 2025, the Company was not in compliance with the asset coverage ratio of 1.25 x or minimum EBITDA covenant of not less than $10.0 million for the fiscal quarter ending December 31, 2025 and the Company subsequently cured the non-compliance by entering into an amendment on February 27, 2026. As of March 31, 2026, the Company was not in compliance with the minimum asset coverage ratio of 1.05 x under the 2025 Credit Agreement. On May 8, 2026, the Company received a waiver from the Lender under the 2025 Credit Agreement waiving the asset coverage ratio non-compliance as of March 31, 2026. No fees or consideration were paid in connection with the waiver received on May 8, 2026. As of June 30, 2026, the Company was not in compliance with the minimum EBITDA or the minimum asset coverage ratio of 1.15 x under the 2025 Credit Agreement. On July 9, 2026, the Company entered into a Waiver and Amendment No. 3 to the 2025 Credit Agreement that waived (i) the EBITDA and asset coverage ratio non-compliance as of June 30, 2026, (ii) a failure to deliver annual financial statements without a “going concern” or like qualification, and related notice requirement, and (iii) a default related to compliance with certain negative covenants. No fees or consideration were paid in connection with the waiver received on July 9, 2026. The Company also received a waiver on October 16, 2026 related to the non-compliance with certain covenants, including non-compliance due to the restatement of the Company’s Q2 2026 10Q as discussed in Note 1A Restatement of previously issued consolidated financial statements.
During the three months ended March 31, 2026 and six months ended June 30, 2026, the Company concluded
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
that substantial doubt exists about its ability to continue as a going concern, as further described in Note 1 Summary of business and significant accounting policies. Based on the Company’s current financial forecasts, the Company does not expect to be able to repay its 2021 Credit Agreement under Amendment No. 4 in 180 days and comply with its financial covenants under the 2021 Credit Agreement and 2025 Credit Agreement as of the next measurement date. The Company is actively evaluating potential remediation options, including seeking waivers or amendments from its lenders and other repayment options; however, no waiver or amendment, other than those described herein, has been obtained as of the date of the issuance of these condensed consolidated financial statements, and there can be no assurance that any such relief will be obtained. As a result, beginning with the period ended March 31, 2026, ASC 470-10-45 Debt required the Company to classify as current all obligations under the 2021 Credit Agreement, the 2025 Credit Agreement, the Convertible Debentures, as direct default and cross-default provisions embedded in each respective agreement could, upon an event of default, permit the applicable lenders to declare all outstanding principal and accrued interest immediately due and payable. The outstanding balance under the 2025 Credit Agreement continues to be classified as short-term debt in the condensed consolidated balance sheet as of June 30, 2026.
On August 4, 2025, in connection with the 2025 Credit Agreement, the Company issued an aggregate of 11,076,968 warrants to purchase shares of its common stock at an initial exercise price of $1.25 per share. On November 5, 2025, in connection with Amendment No. 1 to the 2025 Credit Agreement, the original warrants were cancelled and replaced with warrants having an exercise price of $0.75 per share. The warrants were initially valued at $11.3 million using a Black-Scholes option pricing model, with an expected term equal to the remaining contractual term, and the initial fair value was recorded as a debt discount on the 2025 Term Loan. Amendment No. 1 to the 2025 Credit Agreement was accounted for as a debt modification, and the $1.0 million incremental fair value attributable to the exercise price reduction was recorded as additional debt discount and amortized to interest expense through the February 27, 2026 extinguishment. The warrants are marked-to-market with any changes in fair value recorded through earnings in other income (expense), net. The warrants were classified as a Level 3 financial instrument as discussed in Note 2 Fair value measurements. The warrants may be exercised at any time prior to 5:00 p.m. Eastern time, on August 1, 2035. Exercise of the warrants will dilute the ownership interests of existing stockholders. Any warrants not exercised prior to such time will expire.
Securities Purchase Agreement
On February 27, 2026, the Company entered into a securities purchase agreement (Securities Purchase Agreement) with YA II PN, Ltd. (YA II PN), a fund of Yorkville Advisors Global, LP, in connection with the issuance and sale by the Company of convertible debentures (the Convertible Debentures) issuable in an aggregate principal amount of up to $50.0 million. The Convertible Debentures are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock) (as converted, the Conversion Shares). Conversion of the Convertible Debentures will dilute the ownership interests of existing stockholders. Pursuant to the Securities Purchase Agreement, YA II PN purchased $25.0 million in aggregate principal amount of Convertible Debentures upon the signing of the Securities Purchase Agreement. Subject to certain closing conditions, YA II PN would have been able to purchase an additional $5.0 million in aggregate principal amount of Convertible Debentures on the day prior to the filing of the Initial Registration Statement (defined below); however, the closing conditions were not met. YA II PN may still purchase and the Company may issue an additional $20.0 million in aggregate principal amount of Convertible Debentures on or about the second business day following the satisfaction of certain additional closing conditions, including gaining effectiveness of the Initial Registration Statement within 20 trading days of May 15, 2026. On June 2, 2026, the Registration Statement (defined below) was declared effective by the SEC.
In connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement (Registration Rights Agreement) with YA II PN pursuant to which YA II PN is entitled to certain registration rights under the Securities Act, and YA II PN has been granted demand registration rights and piggyback registration rights in addition under certain conditions. Under the Registration Rights Agreement, the Company was required to file a registration statement on Form S-1, which was filed on March 20, 2026 with the SEC, to register the resale by YA II PN of all Conversion Shares (Initial Registration Statement) and was required to have the Initial Registration Statement declared effective by the SEC by May 15, 2026. On June 1, 2026, the Company filed Amendment No. 1 to the Initial Registration Statement (Amendment No. 1, and together with the Initial
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Registration Statement, the Registration Statement). On June 2, 2026, the Registration Statement was declared effective by the SEC.
The Convertible Debentures accrue interest at 0 % per annum, unless (i) certain interest rate adjustment events occur, upon which the Convertible Debentures will bear interest at an annual rate of 5.00 % until such interest rate adjustment event is resolved, or (ii) the Company has issued Conversion Shares that reaches a capped level within the first six months or an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual rate of 18.00 %. The Convertible Debentures will mature in August 2027, unless previously redeemed. The Convertible Debentures may be redeemed prior to maturity if the volume weighted average price of the Company’s stock is less than $1.1453 on the date the redemption notice is delivered, with a redemption premium of 7 % of the principal amount being paid. The Convertible Debentures were issued at an original issue discount of 3.00 %.
The Convertible Debentures are convertible at the option of the holder into Common Stock equal to the applicable Conversion Amount divided by the Conversion Price. The conversion price for the Convertible Debentures will be the lower of (i) $1.1453 , or (ii) 98% of the lowest daily volume weighted average price of the Common Stock during the five consecutive trading days immediately preceding the date of conversion or other date of determination, but which shall not be lower than $0.1736 (the Conversion Price).
The Conversion Amount with respect to any requested conversion will equal the principal amount requested to be converted plus all accrued and unpaid interest on the Convertible Debentures as of such conversion, with fractional shares rounded up (the Conversion Amount). In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with the certain related parties would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.
The Company shall not issue any Common Stock upon conversion of the Convertible Debentures held by YA II PN if the issuance of such Common Stock underlying the Convertible Debentures would exceed the aggregate number of Common Stock that the Company may issue upon conversion of the Convertible Debentures in compliance with the Company’s obligations under the rules or regulations of Nasdaq Stock Market (the Exchange Cap). The Exchange Cap will not apply under certain circumstances, including if the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of Common Stock in excess of such amount, or if the Company obtains a written opinion from outside counsel that such stockholder approval is not required. In addition, for the first six months following the date of the Securities Purchase Agreement, the Company shall not issue any Conversion Shares to the extent that the aggregate number of Conversion Shares that the Company has issued would exceed 47,650,000 common shares. Any portion of the Convertible Debentures may be converted at any time and from time to time, subject to the Exchange Cap. On June 2, 2026, the Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures and removal of the Exchange Cap.
The Company determined that the conversion feature and certain other features of the Convertible Debentures created an embedded conversion derivative liability that required bifurcation from the host debt instrument. At the issuance date, the derivative liability had a fair value of $12.1 million, determined using a with-and-without valuation approach. The total debt discount of $13.3 million, consisting of the $0.75 million original issue discount, a $0.03 million payment to YA II PN, the $12.1 million fair value of the embedded conversion derivative, and $0.5 million of issuance costs allocated to the debt host, resulted in an initial carrying amount of the debt host of $11.7 million. The total debt discount is being amortized to interest expense over the term of the Convertible Debentures using the effective-interest method.
Issuance costs of $0.5 million allocated to the embedded conversion derivative were expensed and recorded in other income (expense), net, in the condensed consolidated statements of operations for the six months ended June 30, 2026. The derivative liability is subsequently remeasured at fair value at each reporting date, with changes in fair value recorded in other income (expense), net. As of June 30, 2026 and December 31, 2025, the fair value of the derivative liability was $4.5 million and zero, respectively.
33
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
During the three and six months ended June 30, 2026, the Company issued 15.5 million shares of the Company’s Class A common stock due to the exercise of the conversion option by YA II PN for a principal amount of $11.2 million of the Convertible Debentures. Upon each conversion, the Company remeasured the embedded conversion derivative to fair value, accreted the debt host to the conversion date, and derecognized the proportionate carrying amount of the debt host and the fair value of the embedded conversion derivative attributable to the converted principal. The difference between the $15.3 million fair value of the shares issued and the carrying amounts derecognized was recognized as a loss on extinguishment of $2.9 million in other income (expense), net, for the three and six months ended June 30, 2026.
As of June 30, 2026 and December 31, 2025, the outstanding principal of the Convertible Debentures was $13.8 million and zero , respectively, the unamortized debt issuance cost was $0.2 million and zero , respectively, the unamortized debt discounts were $5.9 million and zero , respectively, and the net carrying amount of the liability was $7.7 million and zero , respectively, which was recorded as short-term debt in the condensed consolidated balance sheets. For the three months ended June 30, 2026 and 2025, the Company recorded less than $0.1 million and zero , respectively, for amortization of debt issuance costs and $1.3 million and zero , respectively, for amortization of the debt discounts. For the six months ended June 30, 2026 and 2025, the Company recorded $0.1 million and zero , respectively, for amortization of debt issuance costs and $1.8 million and zero , respectively, for amortization of the debt discounts. The effective interest rate on the debt host is approximately 66.2%.
Based on the Company’s current financial forecast, the Company continues to expect that it will not be able to repay its 2021 Credit Agreement under Amendment No. 4 in 180 days and comply with its financial covenants under the 2021 Credit Agreement and 2025 Credit Agreement as of the next measurement date. The Company is actively evaluating potential remediation options, including seeking waivers or amendments from its lenders and other repayment options; however, no waiver or amendment, other than those described herein, has been obtained as of the date of the issuance of these condensed consolidated financial statements, and there can be no assurance that any such relief will be obtained. As a result, beginning with the period ended March 31, 2026, ASC 470-10-45 Debt required the Company to classify as current all obligations under the 2021 Credit Agreement, the 2025 Credit Agreement, and the Convertible Debentures, as direct default and cross-default provisions embedded in each respective agreement could, upon an event of default, permit the applicable lenders to declare all outstanding principal and accrued interest immediately due and payable. As a result, the outstanding balance under the Convertible Debentures continues to be classified as short-term debt in the condensed consolidated balance sheet as of June 30, 2026.
5. Stockholders’ equity (deficit)
Stock Repurchase Program. On January 27, 2022, the Company’s board of directors authorized the repurchase of up to $100.0 million of its Class A common stock, and on February 9, 2023, the Company’s board of directors authorized the repurchase of an additional $40.0 million of its Class A common stock. Stock repurchases under the program may be made periodically using a variety of methods, including without limitation, open market purchases, block trades or otherwise in compliance with all federal and state securities laws and state corporate law and in accordance with the single broker, timing, price, and volume guidelines set forth in Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, as such guidelines may be modified by the SEC from time to time. This stock repurchase program has no time limit and may be modified, suspended, or discontinued at any time. The Company currently intends to hold its repurchased shares as treasury stock.
As of June 30, 2026, the remaining amount of share repurchases under the program was $60.4 million. The Company did not repurchase any shares during the three and six months ended June 30, 2026 and 2025.
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
6. Employee benefit plans
Equity incentive plans. The Company has outstanding equity grants from four of its five stock-based employee compensation plans: the 2024 Equity Incentive Plan, as amended (2024 Plan), the 2014 Equity Incentive Plan (2014 Plan), the 2010 Equity Incentive Plan (2010 Plan), and the 2024 Employee Stock Purchase Plan (2024 ESPP). The 2024 Plan serves as a successor to the 2014 Plan and the 2014 Plan served as successor to the 2010 Plan. The original effective date of both the 2024 Plan and the 2024 ESPP was February 15, 2024 and the 2024 Plan was amended on June 2, 2026, which increased the number of shares of Class A common stock authorized for issuance under the 2024 Plan by 13,000,000 shares. The 2014 Plan and the 2014 Employee Stock Purchase Plan (2014 ESPP) each expired on February 15, 2024. The 2014 ESPP plan’s final purchase was on February 15, 2024, and no remaining purchase rights are accrued under this plan. Awards granted under the 2010 and 2014 Plans will continue to be subject to the terms and provisions of the 2010 and 2014 Plans.
The 2024 Plan provides for the granting of incentive and non-qualified stock options, restricted stock awards (RSAs), restricted stock units (RSUs), stock appreciation rights, stock bonus awards (SBAs) and performance awards to qualified employees, non-employee directors and consultants. Options granted under the 2024 Plan generally expire within ten years from the date of grant and generally vest over to four years . RSUs granted under the 2024 Plan generally vest over to four years based upon continued service and are settled at vesting in shares of the Company’s Class A common stock. Performance stock units (PSUs) granted under the 2024 Plan generally vest over three years based upon continued service and the Company achieving certain financial and operating targets and are settled at vesting in shares of the Company’s Class A common stock. SBAs granted under the 2024 Plan are generally granted and vested on the same day based on continued service and employees achieving certain performance goals and are settled at vesting in shares of the Company’s Class A common stock. The Company accounts for forfeitures of stock-based payment awards in the period they occur. The 2024 ESPP allows eligible employees to purchase shares of the Company’s Class A common stock through payroll deductions at a price equal to 85 % of the lesser of the fair market value of the stock as of the first date or the ending date of each six-month offering period. For additional information regarding the Company’s equity incentive plans, refer to the Annual Report on Form 10-K/A for the year ended December 31, 2025.
Stock options
A summary of the Company’s stock option activity for the six months ended June 30, 2026 is as follows:
Shares (in thousands) | Weighted-average exercise price | Weighted-average remaining contractual term (in years) | Aggregate intrinsic value (in thousands) | ||||||||||||||||||||
| Outstanding at December 31, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||
| Forfeited/Cancelled | ( | ||||||||||||||||||||||
| Outstanding at June 30, 2026 | $ | $ | |||||||||||||||||||||
| Vested and expected to vest at June 30, 2026 | $ | $ | |||||||||||||||||||||
| Exercisable at June 30, 2026 | $ | $ | |||||||||||||||||||||
The aggregate intrinsic value of the stock options outstanding as of June 30, 2026 represents the value of the Company’s closing stock price on June 30, 2026 in excess of the exercise price multiplied by the number of options outstanding.
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Restricted stock units
A summary of the Company’s RSU activity for the six months ended June 30, 2026 is as follows:
Shares (in thousands) | Weighted-average grant date fair value | ||||||||||
| Non-vested shares at December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Non-vested shares at June 30, 2026 | $ | ||||||||||
Performance stock units
A summary of the Company’s PSU activity for the six months ended June 30, 2026 is as follows:
Shares (in thousands) | Weighted-average grant date fair value | ||||||||||
| Non-vested shares at December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | |||||||||||
| Non-vested shares at June 30, 2026 | $ | ||||||||||
Employee stock purchase plan. For the six months ended June 30, 2026 and 2025, the Company issued 0.4 million and 0.6 million shares under its employee stock purchase plans, respectively, at weighted-average prices of $0.73 and $0.68 per share, respectively.
Stock-based compensation expense. The Company measures compensation expense for all stock-based payment awards based on the estimated fair values on the date of the grant. The fair value of stock options granted and ESPP issuances is estimated using the Black-Scholes option pricing model. The fair value of RSUs and PSUs are determined using the Company’s closing stock price on the date of grant. The fair value of SBAs is determined using the expected fixed dollar amount that will be settled by issuing shares of the Company’s Class A common stock on the vesting date. There have been no significant changes in the Company’s valuation assumptions from those disclosed in its Annual Report on Form 10-K/A for the year ended December 31, 2025.
The following table summarizes stock-based compensation expense included in the condensed consolidated statements of operations:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||||||||
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
There was no
7. Net loss per share
The following table presents the calculations of basic and diluted net loss per share:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| (in thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| (As Restated) | (As Restated) | ||||||||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||||||||
| Weighted-average common shares - basic and diluted for Class A and Class B common stock | |||||||||||||||||||||||||||||
| Basic and diluted net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Stock-based awards | |||||||||||||||||||||||||||||
| Shares related to convertible senior notes | |||||||||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||||||||
| Shares related to Convertible Debentures | |||||||||||||||||||||||||||||
| Total anti-dilutive securities | |||||||||||||||||||||||||||||
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding. Diluted net income per share adjusts the basic net income per share and the weighted-average number of shares of common stock outstanding for the potentially dilutive impact of the Company’s ESPP awards, stock awards, and warrants using the treasury stock method. The Company calculated the potential dilutive effect of its 2025 convertible senior notes and its Convertible Debentures under the if-converted method. Under the if-converted method, diluted net income per share would be determined by assuming all of the outstanding 2025 convertible senior notes and Convertible Debentures were converted into shares of the Company’s Class A common stock at the beginning of the reporting period, or at the issuance date, if later. In addition, in periods of net income, interest charges on the 2025 convertible senior notes and Convertible Debentures, which includes both coupon interest and amortization of debt issuance costs, would be added back to net income on an after-tax effected basis. The Company repaid the remaining $93.8 million in aggregate principal of the 2025 convertible senior notes at maturity on November 15, 2025 with restricted cash on hand. The Convertible Debentures will mature on August 26, 2027, unless earlier repurchased or converted into shares of Class A common stock under certain circumstances as described further in Note 4 Financing arrangements.
The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of
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GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Class B common stock is entitled to ten votes per share. Each share of Class B common stock is convertible at any time at the option of the stockholder into one share of Class A common stock and has no expiration date. Each share of Class B common stock will convert automatically into one share of Class A common stock upon the date when the outstanding shares of Class B common stock represent less than 10 % of the aggregate number of shares of common stock then outstanding. Class A common stock is not convertible into Class B common stock. The computation of the diluted net income per share of Class A common stock assumes the conversion of Class B common stock.
8. Income taxes
The following table provides the income tax expense amount:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | |||||||||||||||||||
The Company recorded an income tax expense of $0.8 million for the three months ended June 30, 2026 on a pre-tax net loss of $50.4 million, as restated. The restatement adjustments described in Note 1A. Restatement of previously issued consolidated financial statements, did not change the income tax expense because the Company maintains a full valuation allowance on its United States federal and state net deferred tax assets. The Company’s income tax expense for the three months ended June 30, 2026 primarily resulted from a tax expense of $1.2 million on pre-tax book income in certain tax jurisdictions, partially offset by a tax benefit on foreign provision to income tax return adjustments of $0.5 million.
The Company recorded an income tax expense of $2.6 million for the six months ended June 30, 2026 on a pre-tax net loss of $124.8 million. The Company’s income tax expense for the six months ended June 30, 2026 primarily resulted from a tax expense of $2.4 million on pre-tax book income in certain tax jurisdictions and discrete items that included $1.2 million of nondeductible equity tax expense for employee stock-based compensation and $0.6 million from the establishment of a valuation allowance on foreign deferred tax assets due to the substantial doubt about the Company’s ability to continue as a going concern, partially offset by a net decrease in the domestic valuation allowance of $1.0 million and a tax benefit on foreign provision to income tax return adjustments of $0.5 million.
The Company recorded an income tax expense of $1.3 million for the three months ended June 30, 2025 on a pre-tax net loss of $15.1 million. The Company’s income tax expense for the three months ended June 30, 2025 primarily resulted from a tax expense of $1.7 million on pre-tax book income in certain tax jurisdictions and discrete items that included $0.4 million of nondeductible equity tax expense for employee stock-based compensation, partially offset by a net decrease in the domestic valuation allowance of $0.4 million, a net tax benefit on goodwill impairment of $0.3 million, and a foreign provision to income tax return adjustments of $0.2 million.
The Company recorded an income tax expense of $3.0 million for the six months ended June 30, 2025 on a pre-tax net loss of $60.2 million. The Company’s income tax expense for the six months ended June 30, 2025 primarily resulted from a tax expense of $3.3 million on pre-tax book income in certain tax jurisdictions and discrete items that included $2.6 million of nondeductible equity tax expense for employee stock-based compensation, partially offset by a net decrease in the domestic valuation allowance of $2.0 million, an income tax benefit of $0.5 million related to restructuring charges, a net tax benefit on goodwill impairment of $0.3 million, and a foreign provision to income tax return adjustments of $0.2 million.
Each quarter, the Company assesses the realizability of its existing deferred tax assets under ASC Topic 740. The Company assesses available positive and negative evidence to estimate whether sufficient future taxable income will be generated to realize its deferred tax assets. In the assessment for the period ended June 30, 2026, the Company concluded that it remains more likely than not that the Company will not be able to realize its deferred tax assets. As of June 30, 2026, the total valuation allowance on United States federal and state net deferred tax assets was $344.6 million. The restatement adjustments described in Note 1A. Restatement of previously issued
38
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
consolidated financial statements, did not change the income tax expense because the Company maintains a full valuation allowance on its United States federal and state net deferred tax assets.
In the assessment for the period ended March 31, 2026, the Company concluded that the substantial doubt about its ability to continue as a going concern as discussed in Note 1 Summary of business and significant accounting policies constituted significant negative evidence of the recoverability of its foreign deferred tax assets. Therefore, the Company established a full valuation allowance of $0.6 million against its foreign deferred tax assets, as it is more likely than not that those assets will not be realized. The Company will continue to monitor its future financial results, expected projections and their potential impact on the Company’s assessment regarding the recoverability of its deferred tax asset balances and in the event there is a need to release the valuation allowance, a tax benefit would be recorded.
The Company’s ability to use these net operating losses and tax credit carryforwards may be subject to annual limitations if it experiences certain cumulative ownership changes, as defined under Sections 382 and 383 of the Internal Revenue Code (IRC). An ownership change under the IRC generally occurs when the ownership of one or more 5% stockholders increases by more than 50 percentage points over a rolling three-year period.
As of June 30, 2026 and December 31, 2025, the Company’s gross unrecognized tax benefits were $31.2 million and $29.7 million, respectively. If recognized, $13.8 million of these unrecognized tax benefits (net of United States federal benefit) as of June 30, 2026 would reduce income tax expense. A material portion of the Company’s gross unrecognized tax benefits, if recognized, would increase the Company’s net operating loss carryforward, which would be offset by a full valuation allowance based on present circumstances.
The Company conducts business globally and as a result, files income tax returns in the United States and foreign jurisdictions. The Company’s unrecognized tax benefits relate primarily to unresolved matters with taxing authorities. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that its reserves reflect the more likely outcome.
9. Related party transactions
On November 5, 2025, a trust affiliated with Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Board of Directors, entered into an agreement (the Subscription Agreement) to purchase an aggregate of $2.0 million of the Company’s Class A common stock shares, par value $0.0001 . Pursuant to the Subscription Agreement, the actual amount of Class A common stock shares to be issued were to be determined upon the calculation of the purchase price of the shares, which was calculated as the greater of the following variables: (a) the consolidated closing bid price (as determined pursuant to the rules of the Nasdaq Stock Market) immediately prior to entry into the Subscription Agreement or (b) the average closing price of the Class A common stock over the five (5) trading days prior to the date of issuance, as reported on the Nasdaq Global Select Market. On November 10, 2025, 1,129,944 shares of Class A common stock were issued at a price per share of $1.77 , which price was based on the consolidated closing bid price, which was the greater of the two variables. The issuance of shares was included within common stock and additional paid-in capital on the condensed consolidated balance sheets. The $2.0 million was paid to the Company in November 2025, and the Company had zero outstanding receivables from the Chief Executive Officer as of December 31, 2025.
39
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
On July 9, 2026, the Company closed the sale of the 2026 Notes and the 2026 Warrants contemplated by the securities purchase agreement (the Woodman Purchase Agreement), dated as of July 1, 2026, by and among the Company and certain entities (the Buyers) affiliated with Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Board of Directors. In connection with the closing, (i) the Company received $19.9 million in net proceeds in exchange for issuing senior secured notes (the 2026 Notes) in an aggregate principal amount of $20.0 million to the Buyers and (ii) the Company issued warrants (the 2026 Warrants) exercisable for 25,706,940 shares of the Company's Class B common stock, par value $0.0001 per share. The 2026 Notes mature on July 21, 2028 and have an interest rate of 6.50 % per annum, subject to adjustment after the occurrence and during the continuance of any event of default, which is payable semi-annually in kind through an increase to the principal amount of the 2026 Notes. See note 13 Subsequent events for further discussion.
10. Commitments, contingencies, and guarantees
Facility leases. The Company leases its facilities under long-term operating leases, which expire at various dates through 2033.
The components of net lease cost, which were primarily recorded in operating expenses, were as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
Operating lease cost (1) | $ | $ | $ | $ | |||||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net lease cost | $ | $ | $ | $ | |||||||||||||||||||||||||
(1) Operating lease costs include immaterial variable lease costs.
Supplemental cash flow information related to leases was as follows:
| Six months ended June 30, | |||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | |||||||||||||||||
Supplemental balance sheet information related to leases was as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Weighted-average remaining lease term (in years) - operating leases | |||||||||||
| Weighted-average discount rate - operating leases | |||||||||||
40
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
As of June 30, 2026, maturities of operating lease liabilities were as follows:
| (in thousands) | June 30, 2026 | ||||
| 2026 (remaining 6 months) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total lease payments | |||||
| Less: Imputed interest | ( | ||||
| Present value of lease liabilities | $ | ||||
Other commitments. In the ordinary course of business, the Company enters into multi-year agreements to purchase sponsorships with event organizers, resorts and athletes as part of its marketing efforts; software licenses related to its financial and IT systems; debt agreements, which may contain minimum returns; non-cancellable non-returnable purchase agreements for hardware products and components, and various other contractual commitments. If non-cancellable non-returnable purchase agreements include commitments for quantities in excess of our future demand forecast, the Company records a liability consistent with the valuation of its excess and obsolete inventory. As of June 30, 2026, the Company’s total undiscounted future expected obligations under multi-year agreements described above with terms longer than one year was $165.8 million. As discussed in Note 1 Summary of business and significant accounting policies, communication from the Company’s memory suppliers regarding planned reductions in the production of the memory used in its products caused a reduction in forecasted sales volumes of certain products which also impacted the Company’s expected utilization of materials subject to a non-cancelable non-refundable purchase commitment. As a result, the Company accrued $39.6 million for expected underutilization of such materials as of June 30, 2026.
Legal proceedings and investigations. Since 2015, non-practicing entity Contour IP Holding LLC (CIPH) and its affiliates initiated legal action against the Company in federal district court alleging patent infringement by the Company’s camera products. Following a jury trial in Q4 2025 and post-trial motion practice, on March 15, 2026, the Court entered judgment of invalidity of all asserted claims of CIPH’s patents. The Court vacated the $8.2 million jury award. As a result, all CIPH’s patent claims were found to be invalid, not infringed, or both, and no damages were awarded. CIPH has filed a notice of appeal. Further procedural history of the litigation is available in prior SEC filings.
On March 29, 2024, the Company filed a complaint with the U.S. International Trade Commission (ITC) and a lawsuit in the U.S. District Court for the Central District of California against Arashi Vision Inc., and Arashi Vision (U.S.) LLC, both d/b/a Insta360 (Insta360). The complaint and lawsuit each allege infringement of certain GoPro patents related to the Company’s cameras and digital imaging technology. On February 27, 2026, the ITC found that Insta360 had infringed GoPro’s valid design patent and issued a limited exclusion order and cease and desist order prohibiting Insta360 from continued importation or sale after importation of its infringing Ace, Ace Pro, and Ace Pro 2 action cameras. The ITC also found that some claims of certain utility patents were shown not to be infringed and some claims of certain patents were shown to be invalid. GoPro is considering whether to appeal certain of these rulings. Separately, Insta360 filed inter partes review (IPR) petitions seeking to challenge the validity of several GoPro patents at the Patent Office’s Patent Trial and Appeal Board (PTAB). The PTAB largely found that Insta360 had failed to establish unpatentability of most of GoPro’s patent claims. The PTAB found only partial unpatentability on two patents, and GoPro has taken steps to challenge these rulings. Insta360 has also filed three patent infringement actions against the Company in China (Jiangsu High Court, Changsha Intermediate Court IP Tribunal, and Shenzhen Intermediate People’s Court), each of which the Company believes lacks merit and intends to defend against. GoPro’s district court litigation, including its claims for damages on the same patents asserted in the ITC, remains stayed pending any appeals from the ITC ruling. The ITC ruling is not binding on the federal district court.
41
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
The Company regularly evaluates the associated developments of the legal proceedings described above, as well as other legal proceedings that arise in the ordinary course of business. While litigation is inherently uncertain, based on the currently available information, the Company is unable to determine a loss or a range of loss, and does not believe the ultimate cost to resolve these matters will have a material adverse effect on its business, financial condition, cash flows or results of operations.
Indemnifications. The Company has entered into indemnification agreements with its directors and executive officers which requires the Company to indemnify its directors and executive officers against liabilities that may arise by reason of their status or service. In addition, in the ordinary course of business, the Company enters into agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. It is not possible to determine the maximum potential amount under these indemnification agreements due to the Company’s limited history with indemnification claims and the unique facts and circumstances involved in each particular agreement. As of June 30, 2026, the Company has not paid any claims, nor has it been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.
11. Concentrations of risk and geographic information
Concentration of risk. Financial instruments that potentially subject the Company to concentration of credit risk include cash, cash equivalents, accounts receivable and derivative instruments. The Company places cash and cash equivalents with high-credit-quality financial institutions; however, the Company maintains cash balances in excess of the FDIC insurance limits. The Company believes that credit risk for accounts receivable is mitigated by the Company’s credit evaluation process, relatively short collection terms and dispersion of its customer base. The Company generally does not require collateral and losses on trade receivables have historically been within the Company’s expectations.
Customers who represented 10% or more of the Company’s net accounts receivable balance were as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Customer A | |||||||||||
| Customer B | * | ||||||||||
| Customer C | * | ||||||||||
| Customer D | * | ||||||||||
The following table summarizes the Company’s accounts receivables sold, without recourse, and factoring fees paid:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Accounts receivable sold | $ | $ | $ | $ | |||||||||||||||||||||||||
| Factoring fees | |||||||||||||||||||||||||||||
42
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Third-party customers who represented 10% or more of the Company’s total revenue were as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Customer A | * | * | |||||||||||||||||||||||||||
| Customer B | * | * | |||||||||||||||||||||||||||
* Less than 10% of total revenue for the periods indicated.
Supplier concentration. The Company relies on third parties for the supply and manufacture of its hardware products, some of which are sole-source suppliers. The Company believes that outsourcing manufacturing enables greater scale and flexibility. As demand and product lines change, the Company periodically evaluates the need and advisability of adding manufacturers to support its operations. In instances where a supply and manufacture agreement does not exist or suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or satisfactorily deliver its hardware products to its customers on time, if at all. The Company also relies on third parties with whom it outsources supply chain activities related to inventory warehousing, order fulfillment, distribution and other direct sales logistics. In instances where an outsourcing agreement does not exist or these third parties fail to perform their obligations, the Company may be unable to find alternative partners or satisfactorily deliver its hardware products to its customers on time.
Geographic information
Revenue by geographic region, based on ship-to locations, was as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Europe, Middle East and Africa (EMEA) | |||||||||||||||||||||||||||||||||||||||||
| Asia and Pacific (APAC) | |||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Revenue from the United States, which is included in the Americas geographic region, was $65.9 million and $81.6 million for the three months ended June 30, 2026 and 2025, respectively, and $121.2 million and $144.4 million for the six months ended June 30, 2026 and 2025, respectively. No other individual country exceeded 10% of total revenue for any period presented.
As of June 30, 2026 and December 31, 2025, long-lived assets, which represent net property and equipment, located outside the United States, primarily in Hong Kong and mainland China, were $5.3 million and $3.1 million, respectively.
12. Restructuring charges
Restructuring charges for each period were as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Total restructuring charges | $ | $ | $ | $ | |||||||||||||||||||||||||
43
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Second quarter 2026 restructuring
In April 2026, the Company approved a restructuring plan (the Second Quarter 2026 Restructuring Plan) to reduce its global workforce by approximately 23 % compared to its headcount as of March 31, 2026. In the second quarter of 2026, the Company began implementing the Second Quarter 2026 Restructuring Plan and recorded $2.2 million of severance charges. At the time of approval of the Second Quarter 2026 Restructuring Plan, the Company expected to incur an aggregate severance charge in the range of $11.5 million to $15.0 million that would be substantially complete by the end of 2026. However, given the events described in Note 1 Summary of business and significant accounting policies, the Company is currently unable in good faith to estimate the amount, or range of amounts, expected to be incurred in connection with the remainder of the Second Quarter 2026 Restructuring Plan or to estimate the timing of future cash expenditures.
| (in thousands) | Severance | Total | |||||||||
Restructuring liability as of December 31, 2025 | $ | $ | |||||||||
| Restructuring charges | |||||||||||
| Cash paid | ( | ( | |||||||||
| Non-cash reductions | |||||||||||
Restructuring liability as of June 30, 2026 | $ | $ | |||||||||
Third quarter 2024 restructuring
In August 2024, the Company approved a restructuring plan (the Original Restructuring Plan) and in October 2024, the Company approved an amended restructuring plan (the Updated Restructuring Plan). In connection with the Original Restructuring Plan and Updated Restructuring Plan, the Company reduced its global workforce by 25 % compared to its headcount ending Q2 2024, and recorded restructuring charges of $18.7 million including $12.7 million related to severance and $6.0 million of project cancellation costs. As of June 30, 2026, the Company expects to pay the remaining restructuring liability related to the Updated Restructuring Plan in cash.
| (in thousands) | Severance | Other | Total | ||||||||||||||
Restructuring liability as of December 31, 2025 | $ | $ | $ | ||||||||||||||
| Cash paid | |||||||||||||||||
| Non-cash reductions | |||||||||||||||||
Restructuring liability as of June 30, 2026 | $ | $ | $ | ||||||||||||||
44
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
13. Subsequent events
2026 Notes and 2026 Warrants
On July 9, 2026, the Company closed the sale of the 2026 Notes and the 2026 Warrants contemplated by the Woodman Purchase Agreement, dated as of July 1, 2026, by and among the Company and certain entities (the Buyers) affiliated with Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Board of Directors. In connection with the closing, (i) the Company received $19.9 million in net proceeds in exchange for issuing the 2026 Notes in an aggregate principal amount of $20.0 million to the Buyers and (ii) the Company issued the 2026 Warrants exercisable for 25,706,940 shares of the Company's Class B common stock, par value $0.0001 per share. The 2026 Notes mature on July 21, 2028 and have an interest rate of 6.50 % per annum, subject to adjustment after the occurrence and during the continuance of any event of default, which is payable semi-annually in kind through an increase to the principal amount of the 2026 Notes. The Company may redeem the 2026 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 2026 Notes at the Redemption Price upon the occurrence of certain events, including (i) the repayment in full of all amounts outstanding under the 2025 Credit Agreement, (ii) the receipt by the Company of cash proceeds from dispositions of property sufficient to repay in full and terminate the 2021 Credit Agreement, the 2025 Credit Agreement and the 2026 Notes, (iii) if an event of default occurs, upon the request of the holder, and (iv) certain bankruptcy and change of control events.
The 2026 Notes 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 the 2021 Credit Agreement and 2025 Credit Agreement, 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 2026 Notes and the Company’s other indebtedness. The Company’s obligations under the 2026 Notes are secured by a third lien security interest in substantially all the assets of the Company, pursuant to a security agreement and an intercreditor agreement with Wells Fargo Bank, N.A., Farallon Capital Management, L.L.C. and the Buyers.
The exercise price of the 2026 Warrants is $0.7780 per share. The 2026 Warrants are 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 2026 Warrants will expire on July 9, 2029 and are subject to customary adjustments for certain transactions affecting the Company’s capitalization.
Pursuant to the terms of the 2026 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 2026 Warrants with the same effect as if such successor entity had been named in the 2026 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 2026 Warrants will be given the same choice as to the consideration it receives upon any exercise of the 2026 Warrants following such fundamental transaction. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the 2026 Warrants will have the right to require the Company or a successor entity to purchase the 2026 Warrant for cash in the amount of the Black-Scholes value of the unexercised portion of the 2026 Warrants concurrently with or within 30 days following the consummation of a fundamental transaction.
As of the issuance of the accompanying financial statements, management has not yet completed its evaluation of the financial statement impact of the Woodman Purchase Agreement and is unable to reasonably estimate the financial statement effect. The Company anticipates the 2026 Notes to be classified as a current liability.
On July 9, 2026, the Company amended the 2021 Credit Agreement and 2025 Credit Agreement to permit the transactions contemplated by the Woodman Purchase Agreement.
45
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
Nasdaq Minimum Bid Price Notification
On July 21, 2026, the Company received a notice from the Nasdaq Stock Market LLC indicating the Company was not in compliance with Nasdaq’s Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Class A common stock had been below $1.00 per share for 30 consecutive business days. On September 16, 2026, the Company received notice from Nasdaq that we had regained compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
Share Conversion
On August 3, 2026 and August 4, 2026, the Company issued 1,185,888 and 1,467,783 shares, respectively, of the Company’s Class A common stock due to the exercise of the conversion option by YA II PN for a principal amount of $0.8 million and $1.0 million, respectively, of the Convertible Debentures.
Events Subsequent to Original Issuance of Financial Statements
Agreement and Plan of Merger
On September 1, 2026, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Action Acquisitions LLC (Parent) and Starman Optical, Inc., a wholly-owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a majority-owned subsidiary of Parent (the Merger). Upon completion of the Merger, Parent is expected to own approximately 90%, and the Company’s existing stockholders approximately 10%, of the outstanding Class A common stock of the surviving corporation. At the effective time of the Merger, each eligible share of the Company’s common stock will be converted into the right to receive 0.1 shares of common stock of the surviving corporation and $1.14 in cash, without interest. The cash portion is subject to a reduction if the Company’s Net Working Capital as of the end of the last completed fiscal month before closing is less than negative $110.0 million, in which case the per share cash consideration will be reduced by the amount of the shortfall divided by 219,440,000. Any such reduction would lower the cash received by stockholders and would not increase the Company’s liquidity. Midtown Equities LLC (Midtown Equities), an independent third party not affiliated with Parent or Merger Sub, has committed under a commitment letter with Parent (the Commitment Letter) to provide Parent with up to $395.0 million in cash at or prior to closing. That amount, together with the Company’s available cash on hand, is to fund the aggregate merger consideration (including payments in respect of vested equity awards), the repayment of the indebtedness described below and the fees and expenses required to be paid at closing. The commitment is available only to fund amounts payable in connection with the closing; it is not available to fund the Company’s operations or to satisfy its obligations before the Merger closes.
The Merger Agreement requires Parent to provide the funds necessary at closing to repay in full the indebtedness identified in the Merger Agreement as required to be repaid at closing, including the 2021 Credit Agreement, the 2025 Credit Agreement and the 2026 Notes, or to assume any such indebtedness that Parent elects in writing to assume. The Company is not required to pay any fees, costs or expenses in respect of that payoff, or in respect of the Convertible Debentures, before the Merger becomes effective. The Merger Agreement also provides that, before closing, no default under the Company’s credit agreements may have resulted in a lender accelerating payments, after giving effect to any amendments or waivers. The Company’s cash on hand at closing, after payment of its transaction expenses, will be applied first to amounts owed to holders of vested options and restricted stock units, with Parent funding any shortfall.
Until the Merger closes, the Merger Agreement restricts the Company’s ability to, among other things: incur new indebtedness for borrowed money, other than intercompany indebtedness and ordinary-course borrowings under the credit agreements and the Convertible Debentures not exceeding $30.0 million outstanding in the aggregate at any time; make loans, advances or investments outside the Company group, subject to limited exceptions; make or commit to capital expenditures; and make any material change in its practices for collecting receivables or paying payables outside the ordinary course of business. These restrictions may limit the Company’s ability to obtain additional financing or manage working capital if the Merger is delayed or not completed. The Company must also deliver monthly financial statements, a weekly cash balance and a rolling 13-week cash flow forecast to Parent, and must promptly notify Parent of, among other things, any going-concern qualification in an audit opinion, any Nasdaq deficiency or delisting notice, and any loss or threatened loss of a material customer or contract. Either party may terminate the Merger Agreement if the closing has not occurred by December 31, 2026
46
GoPro, Inc.
Notes to Condensed Consolidated Financial Statements
47
GoPro, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q/A and our audited consolidated financial statements and the related notes and the discussion under the heading Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025 filed with the SEC. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, include forward-looking statements that involve risks and uncertainties as described under the heading Special Note About Forward-Looking Statements in this Quarterly Report on Form 10-Q/A. You should review the disclosures under the heading Risk Factors in Part I, Item 1A. of the Annual Report on Form 10-K/A for the year ended December 31, 2025 in addition to the Risk Factors disclosed in Part II, Item 1A. of our Quarterly Reports on Form 10-Q/A for the three months ended March 31, 2026 and June 30, 2026 for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements. Our MD&A is provided in addition to the accompanying condensed consolidated financial statements and accompanying notes to assist readers in understanding our results of operations, financial condition and cash flows.
This MD&A is organized as follows:
•Overview. Discussion of our business, overall analysis of our financial performance and other highlights affecting the business in order to provide context for the remainder of the MD&A.
•Results of Operations. Analysis of our financial results comparing the second quarter and first six months of 2026 to 2025.
•Liquidity and Capital Resources. Analysis of changes in our balance sheets and cash flows, and discussion of our financial condition and potential sources of liquidity.
•Critical Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
•Non-GAAP Financial Measures. A reconciliation and discussion of our GAAP to non-GAAP financial measures.
Restatement of previously issued financial statements
This Management’s Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement of our consolidated financial statements, as more fully described in Note 1A. Restatement of previously issued consolidated financial statements to our consolidated financial statements. For further detail regarding the restatement, see Part I, Item 4, Controls and Procedures.
Overview
GoPro helps the world capture and share itself in immersive and exciting ways. We are committed to developing solutions that create an easy, seamless experience for consumers to capture, create and share engaging personal content. When consumers use our cameras, accessories, and subscription and services, they often generate and share content that organically increases awareness for GoPro, driving a virtuous cycle and a self-reinforcing demand for our cameras, accessories, and subscription and services. We believe revenue growth may be driven by the introduction of new cameras, accessories, lifestyle gear, and software and subscription offerings. We believe new camera features drive a replacement cycle among existing users and attract new users, expanding our total addressable market. Our investments in image stabilization, mobile app editing and sharing solutions, modular accessories including lens mods, auto-upload capabilities, local language user-interfaces and voice recognition in more than 11 languages with 6 accents are designed to drive the expansion of our global market.
In May 2026, we began shipping our MISSION 1 Series of cameras, which feature a 50-megapixel 1” sensor and our new GP3 processor. The MISSION 1 Series of cameras is comprised of MISSION 1 PRO and MISSION 1. MISSION 1 PRO is our flagship camera, which shoots 8K video at 60 frames per second (FPS), 8K Open Gate
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video in 4:3 aspect ratio at 30 FPS, 4K video at 240 FPS, and 1080p video at 960 FPS. The MISSION 1 camera is similar to the MISSION 1 PRO, but is limited to 8K video at 30 FPS, 4K Open Gate video in 4:3 aspect ratio at 120 FPS, and 4K video at 120 FPS. Additionally, we began shipping the MISSION 1 PRO Grip Edition in May 2026, which bundles the MISSION 1 PRO camera with a 2-in-1 grip solution that can be used as an ergonomic grip or mountable metal cage. In July 2026, we began shipping our Mission 1 Pro Creator Edition and Mission 1 Pro Ultimate Creator Edition. The Mission 1 Pro Creator Edition combines the Mission 1 Pro, Media Mod, Volta 2 and Wireless Mic kit while the Mission 1 Pro Ultimate Creator Edition combines the Mission 1 Pro, Media Mod, Wireless Mic kit, Fluid AI Pro gimbal and Light Mod.
In September 2025, we began shipping our MAX2 waterproof 360-camera featuring True 8K video, 10-bit color video in 8K at 30 FPS, 29-megapixel resolution for 360-degree photos, and easily replaceable lenses made from water-repelling optical glass. In addition, MAX2 includes in-camera POV and Selfie Video Modes, six built-in microphones that provide 360 audio and wireless Bluetooth functionality, built-in GPS, MAX HyperSmooth image stabilization, 360-degree MAX TimeWarp Video, and MAX SuperView. MAX HyperSmooth provides high performance video stabilization, while MAX SuperView provides a wide field of view. Our MAX2 camera also includes a MAX Enduro battery which increases recording time and improves cold-weather performance. The Quik app includes editing tools for our MAX2 camera such as AI Object Tracking and MotionFrame editing.
Also in September 2025, we began shipping our compact lifestyle camera, LIT HERO, which can shoot videos in 4K at 60 FPS, capture photos with 12-megapixel resolution, record in a slow-motion setting of up to 4K at 60 FPS. LIT HERO includes a built-in light, is waterproof up to 16 feet, and weighs 93 grams. It captures content with a wide field of view lens so that HyperSmooth image stabilization can be applied in the Quik app.
In September 2024, we began shipping our HERO13 Black camera that includes our GP2 processor, HyperSmooth 6.0 image stabilization, hybrid-log gamma (HLG) high dynamic range (HDR) photos and videos in 5.3K at 60 FPS and 4K at 60 FPS, and a higher capacity battery resulting in longer runtimes and improved thermal performance. HyperSmooth 6.0 image stabilization features AutoBoost, which analyzes up to 4x more data compared to HyperSmooth 5.0 while supporting 360-degree Horizon Lock. The HERO13 Black also includes 10-bit color video at up to 5.3K video at 60 FPS, 27-megapixel photo resolution, 8:7 aspect ratio video for a larger vertical field of view, and HyperView, which allows for a 16:9 field of view, SuperView and Horizon Leveling. The HERO13 Black also includes a front-facing and rear touch display, TimeWarp 3.0, a Timecode Sync feature, and a Night Effects Time Lapse feature. In March 2025, we shipped a limited edition HERO13 Black in a Polar White colorway, and in June 2025, we shipped another limited edition HERO13 Black in a Forest Green colorway, both of which included all of the features of our HERO13 Black camera. We also offer our Ultra Wide Lens Mod, Macro Lens Mod, Anamorphic Lens Mod and a ND Filter 4-Pack for HERO13 Black. The Ultra Wide Lens Mod allows for an ultra wide-angle digital lens for 4K video at 60 FPS, the Macro Lens Mod allows the HERO13 Black to focus on objects 4x closer than prior generation cameras, and the Anamorphic Lens Mod captures ultra wide-angle footage with reduced distortion and lets anyone tell their stories using the 21:9 aspect ratio used in feature films. The ND Filter 4-Pack allows the HERO13 Black to create motion blur. Additionally, we offer our HERO13 Black Creator Edition, which combines the HERO13 Black, Volta, Enduro Battery, Media Mod, and Light Mod to create professional-quality videos.
Our MISSION 1 PRO, MISSION 1, HERO13 Black, HERO13 Black Creator Edition, LIT HERO, HERO, HERO12 Black, HERO12 Black Creator Edition, MAX2, and MAX cameras are compatible with our ecosystem of mountable and wearable accessories.
We offer our Premium subscription, which includes unlimited cloud storage of GoPro content supporting source video and photo quality, damaged camera replacement, cloud storage up to 100 gigabytes (GB) of non-GoPro content, the delivery of highlight videos automatically via our mobile app when GoPro camera footage is uploaded to the user’s GoPro cloud account using Auto Upload or when GoPro camera footage is uploaded to the user’s GoPro cloud account via the user’s mobile phone. Our Premium subscription also provides access to a high-quality live streaming service on GoPro.com, as well as discounts on GoPro cameras, lifestyle gear, mounts and accessories. We also offer our Premium+ subscription which includes cloud storage up to 500 GB of non-GoPro content, HyperSmooth Pro and all of the same features included in the Premium subscription.
In addition to the Premium+ and Premium subscriptions, we offer our Quik subscription which makes it easy for users to get the most out of their favorite photos and videos, captured on any phone or camera, using our Quik
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mobile app’s editing tools. These editing tools include features such as trim, color, crop, filtering, auto-sync of edits to music, and the ability to change video speed. We also offer our GoPro Reframe plugin for Adobe Premiere Pro, Adobe After Effects, and DaVinci Resolve which provides users with creative control over footage and enabling reframing, animated movements, motion blur transitions, and adjustments to lens curvature.
In August 2025, we launched an AI Training program which enables U.S. subscribers who opted in to monetize their GoPro cloud-based content for AI model training.
We continue to monitor the current evolving macroeconomic landscape. Inflation, fluctuating interest rates, tariffs, component pricing, consumer spending, and recession concerns place increasing pressure on many areas of our business, including hardware and software product pricing and operating expenses. In the past, the strength of the U.S. dollar relative to other foreign currencies largely impacted our revenue and gross margin. Revenue from the U.S. was 59.4% and 50.3% of revenue for the six months ended June 30, 2026 and 2025, respectively. If the U.S. dollar strengthens relative to other foreign currencies in the future, our financial results will be negatively impacted. See Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K/A for the year ended December 31, 2025 and Part II, Item 1A. Risk Factors of our Quarterly Reports on Form 10-Q/A for the three months ended March 31, 2026 and June 30, 2026 for further discussion of the possible impact of evolving macroeconomic conditions on our business.
The following is a summary of measures presented in our condensed consolidated financial statements and key metrics used to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.
| % Change | |||||||||||||||||||||||||||||||||||||||||||||||
(units and dollars in thousands, except per share amounts) | Q2 2026 | Q1 2026 | Q2 2025 | Q2 2026 vs. Q1 2026 | Q2 2026 vs. Q2 2025 | ||||||||||||||||||||||||||||||||||||||||||
| (As Restated) | (As Restated) | ||||||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 104,934 | $ | 99,065 | $ | 152,643 | 6 | % | (31) | % | |||||||||||||||||||||||||||||||||||||
Camera units shipped (1) | 197 | 267 | 408 | (26) | % | (52) | % | ||||||||||||||||||||||||||||||||||||||||
Gross margin (2) | 30.2 | % | 4.3 | % | 35.8 | % | 2,590 | bps | (560) | bps | |||||||||||||||||||||||||||||||||||||
| Operating expenses | $ | 70,645 | $ | 61,551 | $ | 68,670 | 15 | % | 3 | % | |||||||||||||||||||||||||||||||||||||
| Net loss | $ | (51,179) | $ | (76,311) | $ | (16,422) | (33) | % | 212 | % | |||||||||||||||||||||||||||||||||||||
| Diluted net loss per share | $ | (0.30) | $ | (0.47) | $ | (0.10) | (36) | % | 200 | % | |||||||||||||||||||||||||||||||||||||
| Cash provided by (used in) operations | $ | (10,184) | $ | (37,218) | $ | 8,752 | (73) | % | (216) | % | |||||||||||||||||||||||||||||||||||||
| Other financial information: | |||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA (3) | $ | (29,497) | $ | (49,781) | $ | (5,690) | (41) | % | 418 | % | |||||||||||||||||||||||||||||||||||||
Non-GAAP net loss (4) | $ | (35,562) | $ | (57,574) | $ | (11,957) | (38) | % | 197 | % | |||||||||||||||||||||||||||||||||||||
Non-GAAP diluted net loss per share (5) | $ | (0.21) | $ | (0.35) | $ | (0.08) | (40) | % | 163 | % | |||||||||||||||||||||||||||||||||||||
(1) Represents the number of camera units that are shipped during a reporting period, net of any returns.
(2) One basis point (bps) is equal to 1/100th of 1%.
(3) We define adjusted EBITDA as net income (loss) adjusted to exclude the impact of income tax expense (benefit), interest income, interest expense, depreciation and amortization, point of purchase (POP) display amortization, stock-based compensation, (gain) loss on insurance proceeds, (gain) loss on extinguishment of debt, (gain) loss on the revaluation of warrants, (gain) loss related to derivative liabilities, restructuring and other costs, including right-of-use asset impairment charges (if applicable), and goodwill impairment charges.
(4) We define non-GAAP net income (loss) as net income (loss) adjusted to exclude stock-based compensation, acquisition-related costs, restructuring and other costs, including right-of-use asset impairment charges (if applicable), non-cash interest expense, (gain) loss on insurance proceeds, (gain) loss on extinguishment of debt, gain on sale and/or license of intellectual property, (gain) loss on the revaluation of warrants, (gain) loss related to derivative liabilities, goodwill impairment charges, and income tax adjustments. Acquisition-related costs include the amortization of acquired intangible assets and impairment charges (if applicable), as well as third-party transaction costs for legal and other professional services.
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(5) We define non-GAAP diluted net income (loss) per share as non-GAAP net income (loss) divided by the weighted-average diluted shares outstanding, which includes the potentially dilutive effect of our stock options, RSUs, PSUs, warrants, convertible debentures, and convertible notes.
Reconciliations of GAAP measures to the most directly comparable non-GAAP adjusted measures and explanations for why we consider non-GAAP measures to be helpful for investors are presented under Non-GAAP Financial Measures.
Second Quarter 2026 financial performance
Revenue for the three months ended June 30, 2026 was $104.9 million, of which, $76.0 million was from hardware sales and $29.0 million was from subscription and services. Hardware revenue decreased 39.9% from the prior year period primarily due to a 51.7% year-over-year decrease in camera units shipped. Camera units shipped decreased 51.7% year-over-year primarily due to channel partners reducing their on-hand inventories by approximately 120 thousand units, or 19.1%, sequentially and by approximately 228 thousand units, or 30.9%, year-over-year, as well as significantly higher average selling prices due to the launches of the MISSION 1 series of cameras, MAX2, and modest price increases across our other cameras due to tariffs and higher memory pricing. Subscription and services revenue increased 10.6% from the prior year period primarily due to an increase in the average revenue per user driven by a slight price increase of our Premium subscription in December 2025, partially offset by a 10.7% decrease in subscribers as camera units shipped decreased year-over-year. Retail revenue was $58.4 million for the three months ended June 30, 2026 and represented 55.7% of total revenue, compared to 73.0% of total revenue for the same period in 2025. GoPro.com revenue, which includes subscription and service revenue, was $46.5 million for the three months ended June 30, 2026 and represented 44.3% of total revenue, compared to 27.0% of total revenue in the prior year period. Our overall subscription attach rate from both sales on GoPro.com and from post-camera purchases at retail was 69% for the three months ended June 30, 2026, up from 54% in the prior year quarter. Our aggregate retention rate for annual subscribers was 67% for the three months ended June 30, 2026, compared to 68% for the same period in 2025. Our gross margin percentage for the three months ended June 30, 2026 was 30.2%, compared to 35.8% for the same period in 2025. Net loss for the three months ended June 30, 2026 was $51.2 million, compared to a net loss of $16.4 million for the same period in 2025. Adjusted EBITDA for the three months ended June 30, 2026 was negative $29.5 million, compared to negative $5.7 million for the same period in 2025.
Our overall subscription attach rate from camera purchases through both GoPro.com and at retail represents the number of new GoPro subscribers in the period over the corresponding number of estimated camera units sold through both GoPro.com and retail channels. Our aggregate retention rate for annual subscribers represents the percent of annual subscribers that renewed their subscription in the period, over the total corresponding renewal events.
Impairment of goodwill and long-lived assets
We perform an annual assessment of our goodwill during the fourth quarter of each calendar year, or more frequently if indicators of potential impairment exist, such as an adverse change in business climate, declines in market capitalization or a decline in the overall industry demand, that would indicate it is more likely than not that the fair value of our single reporting unit is less than the carrying value. If we determine that it is more likely than not that the fair value of our single reporting unit is less than the carrying value, we measure the amount of impairment as the amount the carrying value of our single reporting unit exceeds the fair value, up to the carrying value of goodwill, by using a discounted cash flow method and market approach method.
In the first quarter of 2025, our market capitalization declined 38% from December 31, 2024, in part due to tariffs and geopolitical events, resulting in our market capitalization to no longer exceed the carrying value of our single reporting unit as of March 31, 2025. As a result, we performed a quantitative goodwill impairment analysis and estimated the fair value of our single reporting unit utilizing the income approach using a discounted future cash flow model and a market approach. The analysis required estimates which consisted of significant judgment related to the estimation of future cash flow and discount rates. The analysis was dependent on internal forecasts and profitability measures as well as certain unobservable Level 3 inputs such as the estimation of long-term revenue growth rates, terminal growth rates, and determination of the discount rate. As a result of the quantitative impairment test, we concluded that the carrying value of our single reporting unit exceeded the fair value, resulting in the recognition of an $18.6 million goodwill impairment charge in the first quarter of 2025.
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We completed our annual impairment test of goodwill as of December 31, 2025 using a qualitative assessment and concluded that it was not more likely than not that the fair value of our single reporting unit was less than the carrying value. Additionally, as of December 31, 2025, the market capitalization exceeded the carrying value of our single reporting unit by 66%, which was not adjusted for an acquisition control premium, which would further increase the percentage the fair value exceeded the carrying value.
In the first quarter of 2026, we identified goodwill impairment triggering events, including: (i) the conclusion of substantial doubt regarding our ability to continue as a going concern, which represents a negative qualitative indicator; and (ii) a significant decline in revenue and gross margin compared to the prior year period. As a result, we performed an interim qualitative goodwill impairment assessment as of March 31, 2026. We evaluated each triggering event and concluded that, while they represent negative qualitative factors, the quantitative evidence did not indicate that these events would more likely than not reduce the reporting unit’s fair value below its carrying amount. Using the market capitalization approach, the fair value of our single reporting unit is estimated based on the trading price of our stock at the test date, which is further adjusted by an acquisition control premium representing the synergies a market participant would obtain when obtaining control of the business. Specifically, as of March 31, 2026, our market capitalization of $126.4 million exceeded the carrying value of our single reporting unit of $3.5 million by approximately 97%, before any acquisition control premium, representing the synergies a market participant would obtain when obtaining control of the business. Based on this assessment, we concluded it is not more likely than not that the fair value of our single reporting unit is less than its carrying value, and no goodwill impairment charge was recorded in the first quarter of 2026.
Additionally, we have not identified goodwill impairment triggering events since the issuance of our first quarter financial information and through the end of the second quarter of 2026. As such, we concluded that it is not more likely than not that the fair value of our single reporting unit is less than the carrying value as of June 30, 2026. While there was no required goodwill impairment test, our market capitalization of $141.5 million exceeded the carrying value of our single reporting unit of negative $29.3 million or over 100% as of June 30, 2026, which was not adjusted for an acquisition control premium, which would further increase the percentage the fair value exceeded the carrying value.
The estimated fair value of our single reporting unit is affected by volatility in our stock price. As a sensitivity, even a 50% decline in our June 30, 2026 stock price would result in our market capitalization exceeding the carrying value of our single reporting unit by more than 100%, before any acquisition control premium. If our market capitalization declines, or if future performance falls below our current expectations, assumptions, or estimates, including assumptions related to current macroeconomic uncertainties, this may trigger a future material non-cash goodwill impairment charge, which could have a material adverse effect on our business, financial condition, and results of operations in the reporting period in which a charge would be necessary. We will continue to monitor developments, including updates to our forecasts and market capitalization, and will update our assessment and related estimates as needed in the future.
Long-lived assets, such as property and equipment, intangible assets subject to amortization, and right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value.
As a result of the same impairment triggering events identified, which resulted in an interim qualitative goodwill impairment assessment, we performed an interim quantitative long-lived asset impairment assessment as of March 31, 2026. As we have a single asset group, we considered the undiscounted operating and disposal cash flows to assess recoverability. Based on this assessment, we concluded the carrying amount of our long-lived assets were recoverable and no long-lived asset impairment charge was recorded in the first quarter of 2026. No long-lived asset impairment triggering events occurred in the second quarter of 2026.
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Factors affecting performance
We believe that our future success will be dependent on many factors, including those further discussed below. While these areas represent opportunities for us, they also represent challenges and risks that we must successfully address in order to operate our business and improve our results of operations.
Driving profitability through improved efficiency, lower costs, and better execution. We incurred operating losses in the first half of 2026 and for the full year 2025 and may incur further losses in the future. While our prior restructuring actions have reduced our operating costs compared to our historical levels, we continue to make strategic decisions to drive volume, growth, and profitability in our business. We are implementing our 2026 operational plan and changing our approach to operate in a leaner, more focused manner that we believe is sustainable and strategic for long-term success and improved financial performance. This includes pursuing a hardware and software product roadmap we believe will drive innovation, differentiation, and growth. In the longer term, this includes increasing our total addressable market by introducing new, innovative hardware and software products, increasing unit sales volume of our new and existing products, and increasing our subscriber base. Our expectation is that sales from our retail channel will continue to increase relative to sales on GoPro.com. While growth in subscribers and subscription and service revenue has slowed, we continue to make strategic decisions to enhance our subscription offerings to grow subscribers and increase subscriber retention that results in an increase in subscription and service revenue.
Investing in research and development and enhancing our customer experience. Our performance is significantly dependent on the investments we make in research and development, including our ability to retain highly skilled and experienced research and development personnel. As part of our strategic focus on operational efficiency and implementation of our 2026 operational plan, we have adjusted certain investments in research and development while continuing to prioritize projects that support long-term growth of our Company, including the launch of our new MISSION 1 Series of cameras beginning in the second quarter of 2026. We expect the timing of new hardware product releases to continue to have a significant impact on our revenue and we must continually develop and introduce innovative new cameras, software, and other new offerings. We plan to further build upon our integrated mobile and cloud-based storytelling solutions, as well as our subscription offerings. Our investments, including those for marketing and advertising, and those related to development efforts associated with our acquisition in 2024, may not successfully drive increased revenue and our customers may not accept our new offerings. Further, we have and will continue to incur substantial research and development expenses and if our efforts are not successful, we may not recover the value of these investments.
Improving profitability. We believe that our continued focus on growing our total addressable market from our retail and GoPro.com channels, including subscription and service revenue, and broadening our range of hardware products will support our progress toward achieving profitability on an annual basis due to timely and effective product launches, increases in camera unit volume, subscribers and related revenue, and continued operating expense control. While the total market for digital imagery has seen an increase in competition, we believe that our consumers’ differentiated use of GoPro cameras, our mobile app and cloud solutions, our continued innovation of product features desired by our users, and our brand, all help support our competitiveness within the market for digital cameras. However, we expect that the markets in which we conduct our business will remain highly competitive as we face new or improved product introductions from competitors such as enhanced phone capabilities and technology-enabled glasses. Sales in international locations subject us to foreign currency exchange rate fluctuations and regional macroeconomic conditions that may cause us to adjust pricing, which may make our hardware and software products more or less attractive to the consumer. Continued fluctuations in foreign currency exchange rates and regional macroeconomic conditions could have a continued impact on our future operating results. Our profitability also depends on the continued success of our subscription and service offerings.
Marketing the improved GoPro experience. We intend to focus our marketing resources on highlighting our camera features, subscription and service benefits, and further improve brand recognition. Historically, our growth has largely been fueled by the adoption of our hardware products by people looking to self-capture images of themselves participating in exciting physical activities. Our goal of returning to profitability depends on continuing to reach, expand and re-engage with this core user base in alignment with our strategic priorities. Sales and
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marketing investments will often occur in advance of any sales benefits from these activities, and it may be difficult for us to determine if we are efficiently allocating our resources in this area.
Seasonality. Historically, we have experienced the highest levels of total revenue and channel inventory sell-through in the fourth quarter of the year, coinciding with the holiday shopping season, particularly in the United States and Europe. While we have implemented operational changes aimed at reducing the impact of fourth quarter seasonality on full year performance, timely and effective product introductions, whether just prior to the holiday season or otherwise, and forecasting, are critical to our operations and financial performance.
Macroeconomic risks. Macroeconomic conditions affecting the level of consumer spending include market volatility and fluctuations in tariffs, foreign exchange rates, inflation, and interest rates. Some hardware product costs have become subject to inflationary pressure, and we may not be able to fully offset such higher costs through price increases.
Results of Operations
The following table sets forth the components of our condensed consolidated statements of operations for each of the periods presented, and each component as a percentage of total revenue:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (As Restated) | (As Restated) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hardware | $ | 75,953 | 72 | % | $ | 126,428 | 83 | % | $ | 148,103 | 73 | % | $ | 233,847 | 81 | % | |||||||||||||||||||||||||||||||||||||||||||
| Subscription and services | 28,981 | 28 | 26,215 | 17 | 55,896 | 27 | 53,104 | 19 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenue | 104,934 | 100 | 152,643 | 100 | 203,999 | 100 | 286,951 | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hardware | 62,510 | 60 | 90,566 | 59 | 148,199 | 73 | 174,162 | 61 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Subscription and services | 10,761 | 10 | 7,414 | 5 | 19,831 | 10 | 14,977 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total cost of revenue | 73,271 | 70 | 97,980 | 64 | 168,030 | 82 | 189,139 | 66 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 31,663 | 30 | 54,663 | 36 | 35,969 | 18 | 97,812 | 34 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | 29,646 | 28 | 30,503 | 20 | 58,081 | 28 | 60,060 | 21 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | 29,016 | 28 | 25,275 | 17 | 52,234 | 26 | 48,533 | 17 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative | 11,983 | 11 | 12,892 | 8 | 21,881 | 11 | 29,834 | 10 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill impairment | — | — | — | — | — | — | 18,600 | 6 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 70,645 | 67 | 68,670 | 45 | 132,196 | 65 | 157,027 | 54 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating loss | (38,982) | (37) | (14,007) | (9) | (96,227) | (47) | (59,215) | (20) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (4,369) | (4) | (1,436) | (1) | (8,107) | (4) | (2,233) | (1) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | (7,032) | (7) | 330 | — | (20,515) | (10) | 1,278 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other income (expense), net | (11,401) | (11) | (1,106) | (1) | (28,622) | (14) | (955) | (1) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss before income taxes | (50,383) | (48) | (15,113) | (10) | (124,849) | (61) | (60,170) | (21) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | 796 | 1 | 1,309 | 1 | 2,641 | 1 | 2,961 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (51,179) | (49) | % | $ | (16,422) | (11) | % | $ | (127,490) | (62) | % | $ | (63,131) | (22) | % | |||||||||||||||||||||||||||||||||||||||||||
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Revenue
(camera units and dollars in thousands, except average selling price) | Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Camera units shipped | 197 | 408 | (52) | % | 464 | 793 | (41) | % | |||||||||||||||||||||||||||||||||||||||
| Average selling price* | $ | 532 | $ | 374 | 42 | $ | 440 | $ | 362 | 22 | |||||||||||||||||||||||||||||||||||||
| Hardware | $ | 75,953 | $ | 126,428 | (40) | % | $ | 148,103 | $ | 233,847 | (37) | % | |||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 72.4 | % | 82.8 | % | 72.6 | % | 81.5 | % | |||||||||||||||||||||||||||||||||||||||
| Subscription and services | $ | 28,981 | $ | 26,215 | 11 | $ | 55,896 | $ | 53,104 | 5 | |||||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 27.6 | % | 17.2 | % | 27.4 | % | 18.5 | % | |||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 104,934 | $ | 152,643 | (31) | % | $ | 203,999 | $ | 286,951 | (29) | % | |||||||||||||||||||||||||||||||||||
| Retail | $ | 58,430 | $ | 111,482 | (48) | % | $ | 119,312 | $ | 205,363 | (42) | % | |||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 55.7 | % | 73.0 | % | 58.5 | % | 71.6 | % | |||||||||||||||||||||||||||||||||||||||
| GoPro.com | $ | 46,504 | $ | 41,161 | 13 | $ | 84,687 | $ | 81,588 | 4 | |||||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 44.3 | % | 27.0 | % | 41.5 | % | 28.4 | % | |||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 104,934 | $ | 152,643 | (31) | % | $ | 203,999 | $ | 286,951 | (29) | % | |||||||||||||||||||||||||||||||||||
| Americas | $ | 68,621 | $ | 98,780 | (31) | % | $ | 136,069 | $ | 180,635 | (25) | % | |||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 65.4 | % | 64.7 | % | 66.7 | % | 63.0 | % | |||||||||||||||||||||||||||||||||||||||
| Europe, Middle East and Africa (EMEA) | $ | 20,144 | $ | 35,128 | (43) | $ | 40,893 | $ | 75,204 | (46) | |||||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 19.2 | % | 23.0 | % | 20.0 | % | 26.2 | % | |||||||||||||||||||||||||||||||||||||||
| Asia and Pacific (APAC) | $ | 16,169 | $ | 18,735 | (14) | $ | 27,037 | $ | 31,112 | (13) | |||||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 15.4 | % | 12.3 | % | 13.3 | % | 10.8 | % | |||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 104,934 | $ | 152,643 | (31) | % | $ | 203,999 | $ | 286,951 | (29) | % | |||||||||||||||||||||||||||||||||||
* Total revenue divided by camera units shipped
Total revenue for the three months ended June 30, 2026 was $104.9 million, of which, $76.0 million was from hardware sales and $29.0 million was from subscription and services. Hardware revenue decreased 39.9% from the prior year period primarily due to a 51.7% year-over-year decrease in camera units shipped. Camera units shipped decreased 51.7% year-over-year primarily due to channel partners reducing their on-hand inventories by approximately 120 thousand units, or 19.1%, sequentially and by approximately 228 thousand units, or 30.9%, year-over-year, as well as significantly higher average selling prices due to the launches of the MISSION 1 series of cameras, MAX2, and modest price increases across our other cameras due to tariffs and higher memory pricing. Subscription and services revenue increased 10.6% from the prior year period primarily due to an increase in the average revenue per user driven by a slight price increase of our Premium subscription in December 2025, partially offset by a 10.7% decrease in subscribers as camera units shipped decreased year-over-year. Retail revenue was $58.4 million for the three months ended June 30, 2026 and represented 55.7% of total revenue, compared to 73.0% of total revenue for the same period in 2025. GoPro.com revenue, which includes subscription and service revenue, was $46.5 million for the three months ended June 30, 2026 and represented 44.3% of total revenue, compared to 27.0% of total revenue in the prior year period.
Total revenue for the six months ended June 30, 2026 was $204.0 million, of which, $148.1 million was from hardware sales and $55.9 million was from subscription and services. Hardware revenue decreased 36.7% from the prior year period primarily due to a 41.5% year-over-year decrease in camera units shipped. Camera units shipped decreased 41.5% from the prior year period primarily due to channel partners reducing their on-hand inventories by approximately 120 thousand units, or 19.1%, sequentially and by approximately 228 thousand units, or 30.9%, year-over-year, as well as significantly higher average selling prices due to the launches of the
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
MISSION 1 series of cameras, MAX2, and modest price increases across our other cameras due to tariffs and higher memory pricing. Subscription and services revenue increased 5.3% from the prior year period primarily due to an increase in the average revenue per user driven by a slight price increase of our Premium subscription in December 2025, partially offset by a 10.7% decrease in subscribers as camera units shipped decreased year-over-year. Retail revenue was $119.3 million for the six months ended June 30, 2026 and represented 58.5% of total revenue, compared to 71.6% of total revenue for the same period in 2025. GoPro.com revenue, which includes subscription and service revenue, was $84.7 million for the six months ended June 30, 2026 and represented 41.5% of total revenue, compared to 28.4% of total revenue in the prior year period.
Cost of revenue and gross margin
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||||||||||
| Hardware | $ | 62,510 | $ | 90,566 | (31) | % | $ | 148,199 | $ | 174,162 | (15) | % | |||||||||||||||||||||||||||||||||||
| Subscription and services | 10,761 | 7,414 | 45 | 19,831 | 14,977 | 32 | |||||||||||||||||||||||||||||||||||||||||
| Total cost of revenue | $ | 73,271 | $ | 97,980 | (25) | % | $ | 168,030 | $ | 189,139 | (11) | % | |||||||||||||||||||||||||||||||||||
| Gross margin | 30.2 | % | 35.8 | % | (560) | bps | 17.6 | % | 34.1 | % | (1,650) | bps | |||||||||||||||||||||||||||||||||||
Gross margin of 30.2% for the three months ended June 30, 2026 decreased from 35.8% in the same period of 2025, or 560 bps, primarily due to a discrete $15.2 million charge related to certain component purchase commitments (1,410 bps), lower volume and higher camera unit costs (710 bps), higher supply chain costs as a percentage of total revenue (800 bps), and higher sales incentives (90 bps), partially offset by an $18.9 million reduction to cost of revenue following U.S. Customs and Border Protection’s (CBP) approval of certain IEEPA tariff refund claims (1,800 bps), an increase in higher-margin subscription and service revenue as a percentage of total revenue (610 bps), and higher accessory gross margin (40 bps).
Gross margin of 17.6% for the six months ended June 30, 2026 decreased from 34.1% in the same period of 2025, or 1,650 bps, primarily due to an aggregate $39.6 million in discrete charges related to certain component purchase commitments (1,920 bps), lower volume and higher camera unit costs (670 bps), higher supply chain costs as a percentage of total revenue (510 bps), and lower volume and higher accessory unit costs (40 bps), partially offset by an $18.9 million reduction to cost of revenue following CBP’s approval of certain IEEPA tariff refund claims (930 bps), an increase in higher-margin subscription and service revenue as a percentage of total revenue (490 bps), and lower sales incentives (70 bps).
Research and development
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||||||||||
| Research and development | $ | 25,681 | $ | 27,779 | (8) | % | $ | 52,084 | $ | 53,285 | (2) | % | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | 1,859 | 2,681 | (31) | 3,419 | 5,501 | (38) | |||||||||||||||||||||||||||||||||||||||||
| Acquisition-related costs | 469 | 469 | — | 938 | 938 | — | |||||||||||||||||||||||||||||||||||||||||
| Restructuring costs | 1,637 | (426) | (484) | 1,640 | 336 | 388 | |||||||||||||||||||||||||||||||||||||||||
| Total research and development | $ | 29,646 | $ | 30,503 | (3) | % | $ | 58,081 | $ | 60,060 | (3) | % | |||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 28.3 | % | 20.0 | % | 28.5 | % | 20.9 | % | |||||||||||||||||||||||||||||||||||||||
The year-over-year decrease of $0.9 million, or 2.8%, in total research and development expense for the three months ended June 30, 2026 compared to the same period of 2025 was primarily driven by a $1.1 million decrease in cash-based personnel-related costs, a $0.8 million decrease in stock-based compensation expense, and a $0.7 million decrease in consulting and professional services, partially offset by a $2.1 million increase in restructuring costs.
The year-over-year decrease of $2.0 million, or 3.3%, in total research and development expense for the six months ended June 30, 2026 compared to the same period of 2025 was primarily driven by a $2.1 million
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
decrease in stock-based compensation expense, a $1.9 million decrease in cash-based personnel-related costs, and a $0.4 million decrease in allocated facilities, depreciation, and supporting overhead expenses, partially offset by a $1.3 million increase in restructuring costs and a $1.1 million increase in consulting and professional services.
Sales and marketing
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | $ | 27,906 | $ | 24,308 | 15 | % | $ | 50,555 | $ | 46,207 | 9 | % | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | 760 | 935 | (19) | 1,335 | 1,817 | (27) | |||||||||||||||||||||||||||||||||||||||||
| Restructuring costs | 350 | 32 | 994 | 344 | 509 | (32) | |||||||||||||||||||||||||||||||||||||||||
| Total sales and marketing | $ | 29,016 | $ | 25,275 | 15 | % | $ | 52,234 | $ | 48,533 | 8 | % | |||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 27.7 | % | 16.6 | % | 25.6 | % | 16.9 | % | |||||||||||||||||||||||||||||||||||||||
The year-over-year increase of $3.7 million, or 14.8%, in total sales and marketing expense for the three months ended June 30, 2026 compared to the same period of 2025 was primarily driven by a $4.6 million increase in advertising and marketing expenses, primarily attributable to social media campaigns and promotional activity, and a $0.3 million increase in restructuring costs, partially offset by a $0.7 million decrease in allocated facilities, depreciation, and supporting overhead expenses and a $0.5 million decrease in cash-based personnel-related costs.
The year-over-year increase of $3.7 million, or 7.6%, in total sales and marketing expense for the six months ended June 30, 2026 compared to the same period of 2025 was primarily driven by a $6.1 million increase in advertising and marketing expenses, primarily attributable to social media campaigns and promotional activity, partially offset by a $0.9 million decrease in cash-based personnel-related costs, a $0.7 million decrease in consulting and professional services, $0.6 million decrease in allocated facilities, depreciation, and supporting overhead expenses, and a $0.5 million decrease in stock-based compensation expense.
General and administrative
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 10,470 | $ | 10,948 | (4) | % | $ | 19,593 | $ | 25,278 | (22) | % | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | 1,289 | 1,260 | 2 | 2,008 | 2,680 | (25) | |||||||||||||||||||||||||||||||||||||||||
| Acquisition-related costs | 1 | — | 100 | 2 | 3 | (33) | |||||||||||||||||||||||||||||||||||||||||
| Restructuring costs | 223 | 684 | (67) | 278 | 1,873 | (85) | |||||||||||||||||||||||||||||||||||||||||
| Total general and administrative | $ | 11,983 | $ | 12,892 | (7) | % | $ | 21,881 | $ | 29,834 | (27) | % | |||||||||||||||||||||||||||||||||||
| Percentage of total revenue | 11.4 | % | 8.4 | % | 10.7 | % | 10.4 | % | |||||||||||||||||||||||||||||||||||||||
The year-over-year decrease of $0.9 million, or 7.1%, in total general and administrative expense for the three months ended June 30, 2026 compared to the same period of 2025 was primarily driven by a $0.5 million decrease in consulting and professional services and a $0.5 million decrease in restructuring costs, partially offset by a $0.2 million increase in administration charges.
The year-over-year decrease of $8.0 million, or 26.7%, in total general and administrative expense for the six months ended June 30, 2026 compared to the same period of 2025 was primarily driven by a $5.7 million decrease in litigation expense, a $1.6 million decrease in restructuring costs, and a $0.7 million decrease in stock-based compensation expense.
Restructuring costs
Second quarter 2026 restructuring. In April 2026, we approved a restructuring plan (the Second Quarter 2026 Restructuring Plan) to reduce our global workforce by approximately 23% compared to our headcount as of March
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
31, 2026. In the second quarter of 2026, we began implementing the Second Quarter 2026 Restructuring Plan and recorded $2.2 million of severance charges. At the time of approval of the Second Quarter 2026 Restructuring Plan, we expected to incur an aggregate severance charge in the range of $11.5 million to $15.0 million that would be substantially complete by the end of 2026. However, given the events described in Note 1 Summary of business and significant accounting policies, we are currently unable in good faith to estimate the amount, or range of amounts, expected to be incurred in connection with the remainder of the Second Quarter 2026 Restructuring Plan or to estimate the timing of future cash expenditures.
Third quarter 2024 restructuring. In August 2024, we approved a restructuring plan (the Original Restructuring Plan) and in October 2024, we approved an amended restructuring plan (the Updated Restructuring Plan). In connection with the Original Restructuring Plan and Updated Restructuring Plan, we reduced our global workforce by 25% compared to our headcount ending Q2 2024, and we recorded restructuring charges of $18.7 million, including $12.7 million related to severance and $6.0 million of project cancellation costs. As of June 30, 2026, the Company expects to pay the remaining restructuring liability related to the Updated Restructuring Plan in cash.
See Note 12 Restructuring charges, to the Notes to condensed consolidated financial statements.
Other income (expense)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||||||||||
| (As Restated) | (As Restated) | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | $ | (4,369) | $ | (1,436) | 204 | % | $ | (8,107) | $ | (2,233) | 263 | % | |||||||||||||||||||||||||||||||||||
| Other income (expense), net | (7,032) | 330 | (2,231) | (20,515) | 1,278 | (1,705) | |||||||||||||||||||||||||||||||||||||||||
| Total other income (expense), net | $ | (11,401) | $ | (1,106) | 931 | % | $ | (28,622) | $ | (955) | 2897 | % | |||||||||||||||||||||||||||||||||||
Total other income (expense), net was expense of $11.4 million for the three months ended June 30, 2026 compared to expense of $1.1 million in the same period of 2025. The year-over-year change of $10.3 million was primarily driven by a $2.9 million increase in interest expense related to the Securities Purchase Agreement and 2025 Credit Agreement, a $4.7 million loss related to changes in value of the claims for the potential refund of IEEPA tariffs transferred to Mateo Financing, LLC as further discussed in Note 4 Financing arrangements, and a $0.7 million gain related to changes in the fair value of the derivative liability associated with the Convertible Debentures.
Total other income (expense), net was an expense of $28.6 million for the six months ended June 30, 2026 compared to expense of $1.0 million in the same period of 2025. The year-over-year change of $27.7 million was primarily due to the impact of our assessment of the 2025 Credit Agreement amendment on February 27, 2026, which resulted in a $15.9 million loss on the extinguishment of debt, and a $10.5 million loss related to changes in value of the claims for the potential refund of IEEPA tariffs transferred to Mateo Financing, LLC as further discussed in Note 4 Financing arrangements, and a $2.9 million loss on settlement of debt upon conversions of the Convertible Debentures. The year-over-year change was also driven by a $5.9 million increase in interest expense primarily related to the Securities Purchase Agreement and 2025 Credit Agreement, partially offset by a decrease in interest related to our 2025 convertible senior notes which matured in November 2025. These expenses and losses were partially offset by a $6.3 million net gain on the revaluation of the warrants issued in connection with the 2025 Credit Agreement as discussed in Note 4 Financing arrangements, a $1.2 million gain on the sale of intellectual property that did not reoccur in the same period of 2025, and a $0.6 million net gain related to the derivative liability associated with the Convertible Debentures, consisting of a $1.1 million gain from changes in fair value partially offset by $0.5 million of issuance costs allocated to the derivative and expensed at issuance, discussed in Note 4 Financing arrangements.
Income taxes
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||||||||||
| Income tax expense | $ | 796 | $ | 1,309 | (39) | % | $ | 2,641 | $ | 2,961 | (11) | % | |||||||||||||||||||||||||||||||||||
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GoPro, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
We recorded an income tax expense of $0.8 million for the three months ended June 30, 2026 on a pre-tax net loss of $50.4 million. Our income tax expense for the three months ended June 30, 2026 primarily resulted from a tax expense of $1.2 million on pre-tax book income in certain tax jurisdictions, partially offset by a tax benefit on foreign provision to income tax return adjustments of $0.5 million.
We recorded an income tax expense of $2.6 million for the six months ended June 30, 2026 on a pre-tax net loss of $124.8 million. Our income tax expense for the six months ended June 30, 2026 primarily resulted from a tax expense of $2.4 million on pre-tax book income in certain tax jurisdictions and discrete items that included $1.2 million of nondeductible equity tax expense for employee stock-based compensation and $0.6 million from the establishment of a valuation allowance on foreign deferred tax assets due to the substantial doubt about our ability to continue as a going concern, partially offset by a net decrease in the domestic valuation allowance of $1.0 million and tax benefit on foreign provision to income tax return adjustments of $0.5 million.
Each quarter, we assess the realizability of our deferred tax assets under ASC Topic 740. We assess available positive and negative evidence to estimate whether sufficient future taxable income will be generated to realize our deferred tax assets. In the assessment for the period ended June 30, 2026, we concluded that it remains more likely than not that our deferred tax assets would not be realizable. As of June 30, 2026, the total valuation allowance on United States federal and state net deferred tax assets was $344.6 million. The restatement adjustments described in Note 1A. Restatement of previously issued consolidated financial statements, did not change the income tax expense because we maintain a full valuation allowance on United States federal and state net deferred tax assets.
In the assessment for the period ended March 31, 2026, we concluded that the substantial doubt about our ability to continue as a going concern discussed in Note 1 Summary of business and significant accounting policies constituted significant negative evidence of the recoverability of our foreign deferred tax assets. Therefore, we established a full valuation allowance of $0.6 million against our foreign deferred tax assets, as it is more likely than not that those assets will not be realized. We will continue to monitor our future financial results, expected projections and their potential impact on our assessment regarding the recoverability of our deferred tax asset balances and in the event there is a need to release the valuation allowance, a tax benefit would be recorded.
Our ability to use these net operating losses and tax credit carryforwards may be subject to annual limitations if we experience certain cumulative ownership changes, as defined under Sections 382 and 383 of the Internal Revenue Code (IRC). An ownership change under the IRC generally occurs when the ownership of one or more 5% stockholders increases by more than 50 percentage points over a rolling three-year period.
See Note 8 Income taxes, to the Notes to condensed consolidated financial statements for additional information.
Liquidity and Capital Resources
The following table presents selected financial information as of June 30, 2026 and December 31, 2025:
| (dollars in thousands) | June 30, 2026 | December 31, 2025 | |||||||||
| Cash and cash equivalents | $ | 27,265 | $ | 49,674 | |||||||
| Marketable securities | — | — | |||||||||
| Total cash, cash equivalents and marketable securities | $ | 27,265 | $ | 49,674 | |||||||
| Percentage of total assets | 7 | % | 12 | % | |||||||
Our primary source of cash is receipts from sales of our hardware products, and subscription and service. Other sources of cash are from proceeds from the issuance of debt, the sale of Class A common stock pursuant to the Subscription Agreement, as discussed in Note 9 Related party transactions, and facility subleases. Our primary uses of cash are for inventory procurement, payroll-related expenses, general operating expenses, including advertising, marketing, office rent, purchases of property and equipment, other costs of revenue including components, such as memory, acquisitions, interest, and taxes.
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GoPro, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our liquidity position has been historically impacted by seasonality, which is primarily driven by higher revenues during the second half of the year as compared to the first half. For example, net cash provided by operating activities during the second half of 2025 was $27.8 million, compared to cash used in operating activities of $48.4 million during the first half of 2025.
As of June 30, 2026, our cash, cash equivalents, and marketable securities totaled $27.3 million. The overall cash used in operating activities of $47.4 million for the six months ended June 30, 2026 was primarily attributable to a net loss of $127.5 million, partially offset by net cash inflows from other non-cash expenses of $38.8 million, and changes in our working capital of $41.3 million. Working capital changes for the six months ended June 30, 2026 of $41.3 million were the result of a $39.4 million increase in accounts payable and other liabilities, and a $33.1 million decrease in accounts receivables, partially offset by a $20.4 million increase in prepaid expenses and other assets, an $8.3 million increase in inventory, and a $2.5 million decrease in deferred revenue . As of June 30, 2026, $2.8 million of cash was held by our foreign subsidiaries.
2021 Credit Agreement
In January 2021, we entered into a credit agreement which provides for a revolving credit facility (2021 Credit Facility) and we amended the credit agreement in March 2023, August 2025 and February 2026. Additionally, on July 9, 2026, we entered into a Waiver and Amendment No. 4 to the credit agreement (as amended, collectively, the 2021 Credit Agreement). Under the 2021 Credit Agreement, we may borrow up to an aggregate amount of $35.0 million (subject to an asset coverage ratio requirement of 1.5x), which with the February 2026 amendment, the testing of the asset coverage ratio changed from quarterly to monthly, until the Borrowing Base Conversion Date, which was June 30, 2026 (the date on which the lender implemented a borrowing base following the completion of an appraisal, field exam and other collateral diligence measures). The asset coverage ratio is defined as the ratio of (i) the sum of (a) our cash and cash equivalents in the United States plus specified percentages of other qualified debt investments (Qualified Cash) plus (b) specified percentages of the net book values of our accounts receivable and certain inventory to (ii) $50.0 million. After the Borrowing Base Conversion Date, which was June 30, 2026, the amount that may be borrowed under the 2021 Credit Agreement is based on a customary borrowing base calculation, and up to $50.0 million with zero currently available. In February 2026, Amendment No. 3 under the 2021 Credit Agreement extended the maturity of the 2021 Credit Agreement to June 2027, changed the interest rate at which borrowed funds accrue interest, and changed the liquidity minimums, as discussed in Note 4 Financing arrangements. Amendment No. 3 under the 2021 Credit Agreement was accounted for as a debt modification, resulting in no gain or loss as there was no unamortized debt discount at the time of the modification. Amendment No. 4 under the 2021 Credit Agreement revised certain provisions of the 2021 Credit Agreement to permit the transactions contemplated by the Woodman Purchase Agreement discussed in Note 13 Subsequent events, further increased the interest rate at which borrowed funds accrue interest after June 30, 2026 through maturity, and granted certain waivers as discussed in Note 4 Financing arrangements. In connection with the Waiver and Amendment No. 4 under the 2021 Credit Agreement, on July 9, 2026, we entered into a second supplemental fee letter (the Fee Letter) with the lender under the 2021 Credit Agreement, which provides for the payment of certain fees to the lender, including a $5.0 million restructuring fee payable upon the occurrence of certain bankruptcy events of default, which restructuring fee may be reduced to zero upon a successful refinancing of the amounts outstanding under the 2021 Credit Facility as a result of a bankruptcy or insolvency proceeding under certain conditions; and a success fee in the amount of $1.0 million 181 days after July 9, 2026, which success fee may be reduced if the amounts outstanding under the 2021 Credit Facility are refinanced or repaid prior to such date. The Fee Letter also provides for the repayments of amounts outstanding under the 2021 Credit Agreement in weekly installments of $250,000 commencing on October 12, 2026, with such amount increasing to $1.0 million from and after November 9, 2026, until January 4, 2027. The Fee Letter also provides that we shall, within 180 days after July 9, 2026, consummate a refinancing, sale or other transaction that causes all amounts outstanding under the 2021 Credit Agreement to be paid in full. As of the issuance of these financial statements, management has not yet completed its evaluation of the financial statement impact of Amendment No. 4. and is unable to reasonably estimate the financial statement effect.
Borrowed funds accrue interest as of Amendment No. 3, at our option, at a rate equal to either (i) a per annum rate equal to the base rate plus a margin of 3.50% or (ii) a per annum rate equal to the Secured Overnight Financing Rate (SOFR) plus a 10 basis point premium and a margin of 4.50%. We are required to pay a commitment fee on the unused portion of the 2021 Credit Facility of 0.25% per annum. Amounts owed under the
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GoPro, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2021 Credit Agreement are guaranteed by certain of our United States subsidiaries and secured by a first-priority security interest in substantially all of our assets and certain of our subsidiaries (including intellectual property registrations and applications, which is subject to an intercreditor agreement).
The 2021 Credit Agreement contains customary representations, warranties, affirmative and negative covenants, and events of default. The negative covenants include restrictions on the incurrence of liens and indebtedness, certain investments, dividends, stock repurchases, and other matters, all subject to certain exceptions. In addition, we are required to maintain liquidity (the sum of unused availability under the 2021 Credit Facility and our Qualified Cash) of at least (i) $25.0 million from February 27, 2026 as discussed in Note 4 Financing arrangements through June 30, 2026, (ii) $30.0 million during the period from July 1, 2026 through July 31, 2026, (iii) $35.0 million during the period from August 1, 2026 through August 31, 2026, and (iv) $40.0 million from September 1, 2026 through the maturity date (of which at least $10.0 million shall be attributable to Qualified Cash during all periods), and maintain a minimum unused availability under the 2021 Credit Facility of at least $10.0 million after the Borrowing Base Conversion Date. The 2021 Credit Agreement also includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments and change of control. Upon an event of default, the lender may, subject to customary cure rights, require the immediate payment of all amounts outstanding.
For the period ended December 31, 2025, we were in compliance with the liquidity and asset coverage ratio financial covenants contained in the 2021 Credit Agreement; however, the 2021 Credit Agreement also required us to be in compliance with the financial covenants within the 2025 Credit Agreement. We were not in compliance with the 2025 Credit Agreement asset coverage ratio of 1.25x or the minimum EBITDA covenant of not less than $10.0 million for the fiscal quarter ending December 31, 2025 and subsequently cured the non-compliance by entering into an amendment on February 27, 2026. For the period ended March 31, 2026, we were in compliance with the liquidity and asset coverage ratio financial covenants contained in the 2021 Credit Agreement; however, we were not in compliance with the minimum asset coverage ratio of 1.05x under the 2025 Credit Agreement. On May 8, 2026, we received a waiver from the Lender under the 2025 Credit Agreement waiving the asset coverage ratio non-compliance as of March 31, 2026.
As of June 30, 2026, we were in compliance with the liquidity and minimum unused availability financial covenants contained in the 2021 Credit Agreement; however, we were not in compliance with the minimum EBITDA or the minimum asset coverage ratio of 1.15x under the 2025 Credit Agreement. On July 9, 2026, we entered into Waiver and Amendment No. 3 to the 2025 Credit Agreement that among other things, waived the second quarter of 2026 EBITDA and asset coverage ratio non-compliance as of June 30, 2026. Additionally, on July 9, 2026, we entered into Waiver and Amendment No. 4 to the 2021 Credit Agreement that among other things, waived (i) a failure to deliver annual financial statements without a “going concern” or like qualification, and related notice requirement, and (ii) defaults related to compliance with certain affirmative and negative covenants. No upfront cash fee was paid solely in consideration for the waiver. However, in connection with Waiver and Amendment No. 4 to the 2021 Credit Agreement, we entered into the Fee Letter, which provides for contingent and other fees, and mandatory repayments described above. There are outstanding letters of credit under the 2021 Credit Agreement which total $5.0 million for certain duty-related requirements which were not collateralized by any cash on hand. As of June 30, 2026, we had $24.4 million outstanding under the 2021 Credit Agreement and had zero available to draw given the $10.0 million unused availability covenant.
During the three months ended March 31, 2026 and six months ended June 30, 2026, we concluded that substantial doubt existed about our ability to continue as a going concern, as further described in Note 1 Summary of business and significant accounting policies. Based on our current financial forecasts, we do not expect to be able to repay the 2021 Credit Agreement under Amendment No. 4 in 180 days and comply with our financial covenants under the 2021 Credit Agreement and the 2025 Credit Agreement as of the next measurement date. We are actively evaluating potential remediation options, including seeking waivers or amendments from our lenders and other repayment options; however, no waiver or amendment, other than those described herein, has been obtained as of the date of the issuance of these condensed consolidated financial statements, and there can be no assurance that any such relief will be obtained. As a result, beginning with the period ended March 31, 2026, ASC 470-10-45 Debt required us to classify as current all obligations under the 2021 Credit Agreement, the 2025 Credit Agreement and the Convertible Debentures, as direct default and cross-default provisions embedded
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in each respective agreement could, upon an event of default, permit the applicable lenders to declare all outstanding principal and accrued interest immediately due and payable. The outstanding balance under the 2021 Credit Agreement continues to be classified as short-term debt in the condensed consolidated balance sheet as of June 30, 2026 as it is also due within a year.
2025 Credit Agreement
On August 4, 2025, we entered into a credit agreement with Farallon Capital Management, L.L.C., as administrative agent and collateral agent (the Agent), and Mateo Financing, LLC (the Lender) and we amended the credit agreement on November 5, 2025 and February 27, 2026. Additionally, on July 9, 2026, we entered into a Waiver and Amendment No. 3 to the credit agreement (as amended, collectively, the 2025 Credit Agreement). The 2025 Credit Agreement provides for a second lien credit facility up to $50.0 million (the 2025 Term Loan). The 2025 Credit Agreement will mature, and any outstanding borrowings become due and payable on January 22, 2028. The November 2025 amendment revised the (i) Q1 2026, Q2 2026 and Q3 2026 EBITDA minimums, including a tariff-based adjustment, (ii) removed the liquidity minimum step-down clause, and (iii) decreased the exercise price of the warrants to $0.75, all of which are discussed in Note 4 Financing arrangements. In February 2026, Amendment No. 2 under the 2025 Credit Agreement revised the (i) minimum liquidity for the remaining term of the 2025 Credit Agreement, (ii) removed the EBITDA minimums for the fiscal quarter ending December 31, 2025 and for the period of four consecutive fiscal quarters ending March 31, 2026, (iii) revised the EBITDA minimum for the remainder of the 2025 Credit Agreement, and (iv) revised the minimum asset coverage ratio for periods on or prior to March 31, 2026, as discussed in Note 4 Financing arrangements. Amendment No. 2 was accounted for as a debt extinguishment, resulting in a loss on extinguishment of debt of $15.9 million, which was recorded in other income (expense), net, in the condensed consolidated statements of operations for the six months ended June 30, 2026. The loss includes the write-off of $12.1 million of unamortized debt discount and debt issuance costs, including the unamortized portion of the incremental fair value of the November 2025 warrant repricing. Amendment No. 3 revised certain provisions of the 2025 Credit Agreement to permit the transactions contemplated by the Woodman Purchase Agreement discussed in Note 13 Subsequent events and granted certain waivers as discussed in Note 4 Financing arrangements. As of the issuance of these financial statements, management has not yet completed its evaluation of the financial statement impact of Amendment No. 3 and is unable to reasonably estimate the financial statement effect.
In connection with the February 27, 2026 amendment to the 2025 Credit Agreement, we entered into a Claim Sale and Purchase Agreement (the IEEPA Agreement) with the Lender on February 19, 2026, pursuant to which we transferred to the Lender certain of our rights and claims for potential refunds of tariffs previously paid under the International Emergency Economic Powers Act of 1977 (IEEPA), representing an aggregate claim amount of approximately $19.4 million (the IEEPA Claim). On the date of transfer, we assigned no value to the IEEPA Claim on the condensed consolidated balance sheet due to the significant uncertainty of any potential recovery prior to the U.S. Supreme Court’s ruling in Learning Resources, Inc. v. Trump. As a result of the IEEPA Agreement, we will not have rights to any future proceeds from the transferred IEEPA Claim. We accounted for the transfer of the IEEPA Claim as a derivative liability as discussed in Note 1 Summary of business and significant accounting policies and classified the derivative liability as a Level 2 financial instrument as discussed in Note 2 Fair value measurements. Despite assigning no value to the IEEPA Claim on the condensed consolidated balance sheet on the date of transfer, we assigned an $8.7 million value to the IEEPA Claim obligation as of February 27, 2026, and recorded the derivative liability within accrued expenses and other current liabilities in the condensed consolidated balance sheets. The IEEPA Claim obligation is remeasured at each reporting period, with changes in value recorded in other income (expense), net, in the condensed consolidated statements of operations. In the second quarter of 2026, we received approval by CBP of certain submitted refund claims relating to previously paid IEEPA tariffs as part of the Phase 2 CAPE tariff refunds. As a result, we recorded an $18.9 million reduction to cost of revenue and increase to other current assets for the approved refund claims in the three and six months ended June 30, 2026. Pursuant to the IEEPA Agreement, any related proceeds attributable to the IEEPA Claim, when received, will be remitted to the lender under the 2025 Credit Agreement, and accordingly, we recorded a liability for these amounts. Subsequent to June 30, 2026, we received $17.9 million of refunds from CBP, which also included interest.
Borrowed funds accrue interest, at our option, at a rate equal to either (i) the applicable one or three-month SOFR, plus a 10 basis point premium for one-month SOFR or 15 basis point premium for three-month SOFR,
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plus 7.5%, or (ii) the Base Rate plus 6.50%. The Base Rate is defined as the greater of (i) the Wall Street Journal prime rate, (ii) the federal funds rate plus 0.50% or (iii) a one month adjusted term SOFR plus 1.00%. During an event of default, the applicable interest rates are increased by 2.0% per annum. For Base Rate loans, we will pay interest on a quarterly basis and at the maturity date. For SOFR rate loans, we will pay interest at least quarterly, or more frequently, as defined in the 2025 Credit Agreement, and at the maturity date. We will make quarterly principal payments on the 2025 Term Loan, with the remaining principal due on the maturity date. Under the 2025 Credit Agreement, we may be obligated to pay additional amounts which would allow for a minimum return. The 2025 Term Loan is subject to mandatory prepayment in certain cases involving asset dispositions, debt issuances, certain receipts of cash proceeds from insurance and other extraordinary receipts, and a change in control. We are required to apply 25% of excess cash flow to repay the 2025 Term Loan. Prepayments of the 2025 Term Loan, whether optional or mandatory, before, on or after January 22, 2028, or as a result of any acceleration of the 2025 Term Loan as a result of an event of default, require a prepayment premium in an amount set forth in the 2025 Credit Agreement. Amounts owed under the 2025 Credit Agreement are guaranteed by certain domestic subsidiaries, and are secured by a second lien security interest in substantially all of our assets and certain of our subsidiaries.
The 2025 Credit Agreement contains customary representations, warranties, and affirmative and negative covenants, including financial covenants. The negative covenants include restrictions on the incurrence of liens and indebtedness, certain investments, dividends, stock repurchases and other matters, all subject to certain exceptions. Amendment No. 3 includes the following financial covenant requirements (a) for us to maintain liquidity (defined as the sum of unrestricted cash, cash equivalents and availability under the 2021 Credit Agreement) of at least (i) $25.0 million during the fiscal quarters ending March 31, 2026 and June 30, 2026, (ii) $30.0 million during the fiscal month ending July 31, 2026, (iii) $35.0 million during the fiscal month ending August 31, 2026 and (iv) $40.0 million during any fiscal month thereafter; (b) for us not to have EBITDA (as defined in the 2025 Credit Agreement) of (i) less than $5.0 million, subject to adjustment, for the fiscal quarter ending June 30, 2026, (ii) less than zero, subject to adjustment, for the fiscal quarter ending September 30, 2026, (iii) less than zero for the fiscal quarter ending December 31, 2026, (iv) less than $20.0 million for the period of four consecutive fiscal quarters ending March 31, 2027, (v) less than $30.0 million for the period of four consecutive fiscal quarters ending June 30, 2027, (vi) less than $35.0 million for the period of four consecutive fiscal quarters ending September 30, 2027, and (vii) less than $40.0 million for the period of four consecutive fiscal quarters ending December 31, 2027 and thereafter; and (c) for us not to permit an asset coverage ratio (defined as the ratio of (x) the sum of unrestricted cash, cash equivalents, and certain receivables and inventory, divided by (y) the sum of accounts payable and total debt (as defined in the 2025 Credit Agreement) of less than (i) 1.05:1.00 on or prior to March 31, 2026 or (ii) 1.15:1.00 thereafter. The EBITDA thresholds for fiscal quarters ending June 30, 2026 and September 30, 2026 are subject to potential adjustments in the event of a reduction in tariff amounts in Malaysia or Thailand (or both) to a level that is 10% or lower, as described in further detail in the 2025 Credit Agreement. To the extent there are adjustments to the tariff rates of only one of the countries, the corresponding adjustments will be apportioned accordingly. For the period ended June 30, 2026, no such adjustment was made to the EBITDA threshold.
The 2025 Credit Agreement also includes customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control and certain material ERISA events. An event of default would also occur in the event we fail to maintain the listing of our common stock on the Nasdaq stock market for a period of 30 consecutive days. The occurrence of an event of default could result in the acceleration of the obligations under the 2025 Credit Agreement. On July 21, 2026, we received a notice from the Nasdaq Stock Market LLC (Nasdaq) indicating we were not in compliance with Nasdaq’s Listing Rule 5450(a)(1), as the minimum bid price of our Class A common stock has been below $1.00 per share for 30 consecutive business days. See Note 13 Subsequent events for further discussion.
For the period ended December 31, 2025, we were not in compliance with the asset coverage ratio of 1.25x or minimum EBITDA covenant of not less than $10.0 million for the fiscal quarter ending December 31, 2025 and we subsequently cured the non-compliance by entering into an amendment on February 27, 2026. As of March 31, 2026, we were not in compliance with the minimum asset coverage ratio of 1.05x under the 2025 Credit Agreement. On May 8, 2026, we received a waiver from the Lender under the 2025 Credit Agreement waiving the
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asset coverage ratio non-compliance as of March 31, 2026. As of June 30, 2026, we were not in compliance with the minimum EBITDA or the minimum asset coverage ratio of 1.15x under the 2025 Credit Agreement. On July 9, 2026, we entered into a Waiver and Amendment No. 3 to the 2025 Credit Agreement that waived (i) the EBITDA and asset coverage ratio non-compliance as of June 30, 2026, (ii) a failure to deliver annual financial statements without a “going concern” or like qualification, and related notice requirement, and (iii) a default related to compliance with certain negative covenants. No fees or consideration were paid in connection with the waiver received on July 9, 2026. As of June 30, 2026, the outstanding principal under the 2025 Term Loan was $49.0 million. We also received a waiver on October 16, 2026 related to the non-compliance with certain covenants, including non-compliance due to the restatement of our Q2 2026 10Q as discussed in Note 1A Restatement of previously issued consolidated financial statements.
During the three months ended March 31, 2026 and six months ended June 30, 2026, we concluded that substantial doubt exists about our ability to continue as a going concern, as further described in Note 1 Summary of business and significant accounting policies. Based on our current financial forecasts, we do not expect to be able to repay the 2021 Credit Agreement under Amendment No. 4 in 180 days and comply with our financial covenants under the 2021 Credit Agreement and 2025 Credit Agreement as of the next measurement date. We are actively evaluating potential remediation options, including seeking waivers or amendments from the lenders and other repayment options; however, no waiver or amendment, other than those described herein, has been obtained as of the date of the issuance of these condensed consolidated financial statements, and there can be no assurance that any such relief will be obtained. As a result, beginning with the period ended March 31, 2026, ASC 470-10-45 Debt required us to classify as current all obligations under the 2021 Credit Agreement, the 2025 Credit Agreement, the Convertible Debentures, as direct default and cross-default provisions embedded in each respective agreement could, upon an event of default, permit the applicable lenders to declare all outstanding principal and accrued interest immediately due and payable. The outstanding balance under the 2025 Credit Agreement continues to be classified as short-term debt in the condensed consolidated balance sheet as of June 30, 2026.
On August 4, 2025, in connection with the 2025 Credit Agreement, we issued an aggregate of 11,076,968 warrants to purchase shares of our common stock at an initial exercise price of $1.25 per share. On November 5, 2025, in connection with Amendment No. 1 to the 2025 Credit Agreement, the original warrants were cancelled and replaced with warrants having an exercise price of $0.75 per share. The warrants were initially valued at $11.3 million using a Black-Scholes option pricing model, with an expected term equal to the remaining contractual term, and the initial fair value was recorded as a debt discount on the 2025 Term Loan. Amendment No. 1 to the 2025 Credit Agreement was accounted for as a debt modification, and the $1.0 million incremental fair value attributable to the exercise price reduction was recorded as additional debt discount and amortized to interest expense through the February 27, 2026 extinguishment. The warrants are marked-to-market with any changes in fair value recorded through earnings in other income (expense), net. The warrants were classified as a Level 3 financial instrument as discussed in Note 2. Fair value measurements. The warrants may be exercised at any time prior to 5:00 p.m. Eastern time, on August 1, 2035. Exercise of the warrants will dilute the ownership interests of existing stockholders. Any warrants not exercised prior to such time will expire.
Securities Purchase Agreement
On February 27, 2026, we entered into a securities purchase agreement (Securities Purchase Agreement) with YA II PN, Ltd. (YA II PN), a fund of Yorkville Advisors Global, LP, in connection with the issuance and sale by us of convertible debentures (the Convertible Debentures) issuable in an aggregate principal amount of up to $50.0 million. The Convertible Debentures are convertible into shares of our Class A common stock, par value $0.0001 per share (the Common Stock) (as converted, the Conversion Shares). Conversion of the Convertible Debentures will dilute the ownership interests of existing stockholders. Pursuant to the Securities Purchase Agreement, YA II PN purchased $25.0 million in aggregate principal amount of Convertible Debentures upon the signing of the Securities Purchase Agreement. Subject to certain closing conditions, YA II PN would have been able to purchase an additional $5.0 million in aggregate principal amount of Convertible Debentures on the day prior to the filing of the Initial Registration Statement (defined below); however, the closing conditions were not met. YA II PN may still purchase and we may issue an additional $20.0 million in aggregate principal amount of Convertible Debentures on or about the second business day following the satisfaction of certain additional closing conditions, including
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gaining effectiveness of the Initial Registration Statement within 20 trading days of May 15, 2026. On June 2, 2026, the Registration Statement (defined below) was declared effective by the SEC.
In connection with the Securities Purchase Agreement, we entered into a registration rights agreement (Registration Rights Agreement) with YA II PN pursuant to which YA II PN is entitled to certain registration rights under the Securities Act, and YA II PN has been granted demand registration rights and piggyback registration rights in addition under certain conditions. Under the Registration Rights Agreement, we were required to file a registration statement on Form S-1, which was filed on March 20, 2026 with the SEC, to register the resale by YA II PN of all Conversion Shares (Initial Registration Statement) and were required to have the Initial Registration Statement declared effective by the SEC by May 15, 2026. On June 1, 2026, we filed Amendment No. 1 to the Initial Registration Statement (Amendment No. 1, and together with the Initial Registration Statement, the Registration Statement). On June 2, 2026, the Registration Statement was declared effective by the SEC.
The Convertible Debentures accrue interest at 0% per annum, unless (i) certain interest rate adjustment events occur, upon which the Convertible Debentures will bear interest at an annual rate of 5.00% until such interest rate adjustment event is resolved, or (ii) we have issued Conversion Shares that reaches a capped level within the first six months or an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual rate of 18.00%. The Convertible Debentures will mature in August 2027, unless previously redeemed. The Convertible Debentures may be redeemed prior to maturity if the volume weighted average price of our stock is less than $1.1453 on the date the redemption notice is delivered, with a redemption premium of 7% of the principal amount being paid. The Convertible Debentures were issued at an original issue discount of 3.00%.
The Convertible Debentures are convertible at the option of the holder into Common Stock equal to the applicable Conversion Amount divided by the Conversion Price. The conversion price for the Convertible Debentures will be the lower of (i) $1.1453, or (ii) 98% of the lowest daily volume weighted average price of the Common Stock during the five consecutive trading days immediately preceding the date of conversion or other date of determination, but which shall not be lower than $0.1736 (the Conversion Price).
The Conversion Amount with respect to any requested conversion will equal the principal amount requested to be converted plus all accrued and unpaid interest on the Convertible Debentures as of such conversion, with fractional shares rounded up (the Conversion Amount). In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with certain related parties would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.
We shall not issue any Common Stock upon conversion of the Convertible Debentures held by YA II PN if the issuance of such Common Stock underlying the Convertible Debentures would exceed the aggregate number of Common Stock that we may issue upon conversion of the Convertible Debentures in compliance with our obligations under the rules or regulations of Nasdaq Stock Market (the Exchange Cap). The Exchange Cap will not apply under certain circumstances, including if we obtain the approval of our stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of Common Stock in excess of such amount, or if we obtain a written opinion from outside counsel that such stockholder approval is not required. In addition, for the first six months following the date of the Securities Purchase Agreement, we shall not issue any Conversion Shares to the extent that the aggregate number of Conversion Shares that we have issued would exceed 47,650,000 common shares. Any portion of the Convertible Debentures may be converted at any time and from time to time, subject to the Exchange Cap. On June 2, 2026, our stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures and removal of the Exchange Cap.
We determined that the conversion feature and certain other features of the Convertible Debentures created an embedded conversion derivative liability that required bifurcation from the host debt instrument. At the issuance date, the derivative liability had a fair value of $12.1 million, determined using a with-and-without valuation approach. The total debt discount of $13.3 million, consisting of the $0.75 million original issue discount, a $0.03 million payment to YA II PN, the $12.1 million fair value of the embedded conversion derivative, and $0.5 million of issuance costs allocated to the debt host, resulted in an initial carrying amount of the debt host of $11.7 million.
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The total debt discount is being amortized to interest expense over the term of the Convertible Debentures using the effective-interest method.
Issuance costs of $0.5 million allocated to the embedded conversion derivative were expensed and recorded in other income (expense), net, in the condensed consolidated statements of operations for the six months ended June 30, 2026. The derivative liability is subsequently remeasured at fair value at each reporting date, with changes in fair value recorded in other income (expense), net. As of June 30, 2026 and December 31, 2025, the fair value of the derivative liability was $4.5 million and zero, respectively.
During the three and six months ended June 30, 2026, we issued 15.5 million shares of our Class A common stock due to the exercise of the conversion option by YA II PN for a principal amount of $11.2 million of the Convertible Debentures. Upon each conversion, the Company remeasured the embedded conversion derivative to fair value, accreted the debt host to the conversion date, and derecognized the proportionate carrying amount of the debt host and the fair value of the embedded conversion derivative attributable to the converted principal. The difference between the $15.3 million fair value of the shares issued and the carrying amounts derecognized was recognized as a loss on extinguishment of $2.9 million in other income (expense), net, for the three and six months ended June 30, 2026. Additionally, subsequent to June 30, 2026, we issued 2.7 million shares of our Class A common stock due to the exercise of the conversion option by YA II PN for a principal amount of $1.8 million of the Convertible Debentures. Refer to the derivatives financial instrument accounting policy included in Note 1 Summary of business and significant accounting policies.
As of June 30, 2026 and December 31, 2025, the outstanding principal of the Convertible Debentures was $13.8 million and zero, respectively, the unamortized debt issuance cost was $0.2 million and zero, respectively, the unamortized debt discounts were $5.9 million and zero, respectively, and the net carrying amount of the liability was $7.7 million and zero, respectively, which was recorded as short-term debt in the condensed consolidated balance sheets. For the three months ended June 30, 2026 and 2025, we recorded less than $0.1 million and zero, respectively, for amortization of debt issuance costs and $1.3 million and zero, respectively, for amortization of the debt discounts. For the six months ended June 30, 2026 and 2025, we recorded $0.1 million and zero, respectively, for amortization of debt issuance costs and $1.8 million and zero, respectively, for amortization of the debt discounts. The effective interest rate on the debt host is approximately 66.2%.
Based on our current financial forecast, we continue to expect that we will not be able to repay the 2021 Credit Agreement under Amendment No. 4 in 180 days and comply with our financial covenants under the 2021 Credit Agreement and 2025 Credit Agreement as of the next measurement date. We are actively evaluating potential remediation options, including seeking waivers or amendments from the lenders and other repayment options; however, no waiver or amendment, other than those described herein, has been obtained as of the date of the issuance of these condensed consolidated financial statements, and there can be no assurance that any such relief will be obtained. As a result, beginning with the period ended March 31, 2026, ASC 470-10-45 Debt required us to classify as current all obligations under the 2021 Credit Agreement, the 2025 Credit Agreement, and the Convertible Debentures, as direct default and cross-default provisions embedded in each respective agreement could, upon an event of default, permit the applicable lenders to declare all outstanding principal and accrued interest immediately due and payable. As a result, the outstanding balance under the Convertible Debentures continues to be classified as short-term debt in the condensed consolidated balance sheet as of June 30, 2026.
Liquidity and Going Concern
The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the normal course of business. U.S. GAAP requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. This evaluation initially does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management evaluates the mitigating effect of its plans to the extent it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued.
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During the six months ended June 30, 2026, our performance continued to be adversely impacted by an increasingly global competitive landscape, consumer-related macroeconomic issues resulting in a softer global consumer market, rising memory costs and supply constraints. During the six months ended June 30, 2026 and 2025, total revenue was $204.0 million and $287.0 million, respectively, representing a 28.9% decline year-over-year. As a result, we incurred operating losses of $96.2 million and operating cash outflows of $47.4 million during the six months ended June 30, 2026. As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $27.3 million and $49.7 million, respectively, an aggregate principal debt balance outstanding of $87.2 million and $69.3 million, respectively, and an accumulated deficit of $901.7 million and $774.3 million, respectively. Additionally, as of June 30, 2026, we were not in compliance with the financial covenants under our 2025 Credit Agreement as discussed in Note 4. Financing Arrangements. We were also not in compliance with certain other covenants under the 2021 Credit Agreement and 2025 Credit Agreement that are described further above. We subsequently received waivers from the lenders of the 2021 Credit Agreement and 2025 Credit Agreement on July 9, 2026 and October 16, 2026. Future non-compliance with financial covenants may limit our access to existing credit facilities or result in an acceleration of debt obligations, which would further adversely impact liquidity. Additionally, on July 9, 2026, we entered into the Fee Letter, which requires repayment of the 2021 Credit Agreement on or before January 5, 2027, as further discussed in Note 4 Financing arrangements. On July 9, 2026, we issued the 2026 Notes for $20.0 million which are due in July 2028, as discussed in Note 13 Subsequent events. Additionally, we issued an additional Convertible Debenture of $20.0 million in September 2026, which are due in July 2028 under the Securities Purchase Agreement, as discussed in Note 4 Financing arrangements.
As of June 30, 2026, and through the issuance date of these financial statements, our forecast has been significantly impacted by events which were not known or reasonably knowable as of the original issuance date of our annual financial statements including: (1) Amendment No. 4 of the 2021 Credit Agreement requiring the outstanding balance as of the amendment date (which was $24.4 million as of June 30, 2026) to be paid in full within 180 days from July 9, 2026; (2) changes in our arrangement with a contract manufacturer which will require us to purchase inventory directly from suppliers prior to product manufacturing which will impact ongoing working capital requirements; (3) continued increases and volatility in memory costs, including an initial unexpected price increases ranging from 80% to 115% in the last week of March 2026; (4) communication from our memory suppliers in April 2026 regarding planned reductions in the production of the memory used in our products causing a reduction in forecasted sales volumes of certain products which also impacted our expected utilization of materials subject to a non-cancelable non-refundable purchase commitment of $39.6 million; and (5) softness in the sales channel. As a result, we expect to continue to incur operating losses and negative operating cash flows, further reducing liquidity and increasing reliance on external sources of capital. For the periods ended December 31, 2025, March 31, 2026 and June 30, 2026, we were not in compliance with certain covenants under the 2021 Credit Agreement and the 2025 Credit Agreement, which were subsequently cured or waived. We continue to expect that we will not be able to comply with the future minimum financial covenants in our 2021 Credit Agreement and 2025 Credit Agreement, including, but not limited to minimum liquidity, minimum EBITDA, minimum asset coverage ratio and other covenants at the next measurement date. As a result, beginning with the period ended March 31, 2026, we classified as current all obligations under the 2021 Credit Agreement, 2025 Credit Agreement and the Convertible Debentures, as direct default and cross-default provisions embedded in each respective agreement could, upon an event of default, permit the applicable lenders to declare all outstanding principal and accrued interest immediately due and payable. Further, pursuant to Amendment No. 4 of the 2021 Credit Agreement dated July 9, 2026, requires the outstanding balance as of the amendment date (which was $24.4 million as of June 30, 2026) to be paid in full within 180 days of July 9, 2026. Based on current projections, which incorporate the $19.9 million of net proceeds received for the 2026 Notes and the Convertible Debenture, as discussed in Note 13 Subsequent events, we do not expect to have sufficient liquidity to meet our obligations under Note 4 Financing arrangements. These conditions, considered in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued.
In response to these conditions, we have, upon receipt of approval from our Board of Directors, engaged outside advisors to evaluate strategic alternatives including a potential sale or merger of the business and has engaged outside advisors to explore opportunities within the defense and aerospace sector to leverage our existing technology in new markets and product categories. We are also evaluating opportunities to sell certain non-critical
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GoPro, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
assets and to secure additional financing through debt or equity securities. We are actively evaluating potential remediation options for the expectation that we will continue to be unable to comply with our financial covenants under the 2021 Credit Agreement and the 2025 Credit Agreement within the next twelve months, including seeking additional waivers or amendments from the lenders. We are also evaluating refinancing and other options to repay the 2021 Credit Agreement under Amendment No. 4 within 180 days. We continue to focus on optimizing the revenue mix and pricing strategies, and reducing operating expenses through disciplined cost management. Management announced a restructuring plan in April 2026 to reduce our global workforce by approximately 23% compared to our headcount as of March 31, 2026, as discussed in Note 12 Restructuring charges. We began implementing the restructuring plan in the second quarter of 2026, however, we are currently unable in good faith to estimate the amount, or range of amounts, expected to be incurred in connection with the remainder of the restructuring plan or to estimate the timing of future cash expenditures.
We have evaluated whether the plans described above and actions to date are sufficient to alleviate the substantial doubt about our ability to continue as a going concern. Under this evaluation, we assessed whether it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the conditions and events that raise substantial doubt. We have determined that, while the plans described above are intended to improve our liquidity and operating results, certain elements of these plans have not been fully implemented and are dependent upon factors outside our control, including, but not limited to, successfully obtaining waivers related to expected covenant violations or amending the terms of the existing financing arrangements, identifying and securing additional financing and the successful execution of new market initiatives, and therefore cannot be deemed probable. We also considered the Merger Agreement described in Note 13, Subsequent events. Consummation of the Merger is subject to conditions, including approval of the Merger by our stockholders and other customary closing conditions, many of which are outside the Company’s control. The Merger may not be completed before the End Date of December 31, 2026, or at all. Accordingly, we concluded that the Merger is not a plan that is probable of being effectively implemented within one year after the issuance date and did not consider it in assessing whether substantial doubt has been alleviated. If the Merger is not completed, we would continue to face the liquidity constraints, anticipated covenant non-compliance and debt obligations described above, and the restrictions in the Merger Agreement could limit our alternatives. As a result, substantial doubt about our ability to continue as a going concern, within one year after the date these condensed consolidated financial statements are issued, has not been alleviated. There can be no assurance that we will be able to generate the level of operating revenue or reduce operating expenses to levels to achieve profitability and generate cash, obtain waivers or amendments from the lenders related to financial covenants, source additional financing or ensure the availability of strategic alternatives on acceptable terms, if at all. Without obtaining additional sources of financing or consummating a strategic transaction, our ability to continue as a going concern would be materially and adversely impacted, and we may be required to significantly reduce, restructure, cease operations, or seek protection under the Federal bankruptcy laws although no specific plans to file for bankruptcy protection have been initiated. The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should we be unable to continue as a going concern.
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GoPro, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Summary of Cash Flow
The following table summarizes our cash flows for the periods indicated:
| Six months ended June 30, | |||||||||||||||||||||||||||||||||||
(in thousands) | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||||||||||||||||||||
| Operating activities | $ | (47,402) | $ | (48,434) | (2) | % | |||||||||||||||||||||||||||||
| Investing activities | $ | (863) | $ | (1,783) | (52) | % | |||||||||||||||||||||||||||||
| Financing activities | $ | 26,019 | $ | 4,750 | 448 | % | |||||||||||||||||||||||||||||
Cash flows from operating activities
Cash used in operating activities of $47.4 million for the six months ended June 30, 2026 was primarily attributable to a net loss of $127.5 million, partially offset by net cash inflows from other non-cash expenses of $38.8 million and changes in our working capital of $41.3 million. Working capital changes for the six months ended June 30, 2026 of $41.3 million were the result of a $39.4 million increase in accounts payable and other liabilities and a $33.1 million decrease in accounts receivables, partially offset by a $20.4 million increase in prepaid expenses and other assets, an $8.3 million increase in inventory, and a $2.5 million decrease in deferred revenue.
Cash flows from investing activities
Cash used in investing activities of $0.9 million for the six months ended June 30, 2026 was primarily attributable to net purchases of property and equipment of $2.1 million.
Cash flows from financing activities
Cash provided by financing activities of $26.0 million for the six months ended June 30, 2026 was primarily attributable to net proceeds of $30.3 million from our 2021 Credit Facility and our Convertible Debentures, partially offset by $1.9 million in repayments on our 2021 Credit Facility and 2025 Credit Agreement, $1.7 million in tax payments for net restricted stock unit settlements, and $0.9 million in payment of debt issuance costs related to the Convertible Debentures.
Indemnifications
The information set forth under Note 10 Commitments, contingencies, and guarantees in the Notes to condensed consolidated financial statements under the caption Indemnifications is incorporated herein by reference.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2025, except for the policy and estimates used to account for the derivative financial instruments entered into in 2026.
Derivative financial instruments
We evaluate financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded conversion derivatives in accordance with ASC Topic 815 Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then marked-to-market at each reporting date, with changes in fair value recorded in other income (expense), net, in the condensed consolidated statements of operations. We determined that the conversion feature of the Convertible Debentures created a derivative liability that required bifurcation from the host debt instrument as discussed in Note 4 Financing arrangements. We determined the fair value of the embedded derivative using a with-and-without valuation approach, under which we used a lattice model to value the
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GoPro, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Convertible Debentures, with a Monte Carlo simulation used to estimate the expected conversion price discount, as discussed in Note 2 Fair value measurements. The as-converted value is sensitive to significant increases in our stock price, and because the derivative instrument is classified as a liability and remeasured at each reporting date, significant increases in our stock price could result in material volatility in our reported earnings. Additionally, the IEEPA Claim in the IEEPA Agreement created a derivative liability as discussed in Note 4 Financing arrangements. The fair value of the IEEPA Claim was determined based on observable transaction prices for identical IEEPA refund rights. If observable transaction prices change significantly, or if the U.S Supreme Court reverses their ruling that tariffs imposed under the International Emergency Economic Powers Act were unlawful, the fair value of the IEEPA Claim could be materially impacted.
Non-GAAP Financial Measures
We report net income (loss) and diluted net income (loss) per share in accordance with United States generally accepted accounting principles (GAAP) and on a non-GAAP basis. We additionally report non-GAAP adjusted EBITDA. We use non-GAAP financial measures to help us understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short-term and long-term operational plans. Our management uses and believes that investors benefit from referring to these non-GAAP financial measures in assessing our operating results. These non-GAAP financial measures should not be considered in isolation from, or as an alternative to, the measures prepared in accordance with GAAP, and are not based on any comprehensive set of accounting rules or principles. We believe that these non-GAAP measures, when read in conjunction with our GAAP financials, provide useful information to investors by facilitating:
•the comparability of our on-going operating results over the periods presented;
•the ability to identify trends in our underlying business; and
•the comparison of our operating results against analyst financial models and operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.
These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Some of these limitations are:
•adjusted EBITDA does not reflect income tax expense (benefit), which may change cash available to us;
•adjusted EBITDA does not reflect interest income (expense), which may reduce cash available to us;
•adjusted EBITDA excludes depreciation and amortization and, although these are non-cash charges, the property and equipment being depreciated and amortized often will have to be replaced in the future, and adjusted EBITDA does not reflect any cash capital expenditure requirements for such replacements;
•adjusted EBITDA excludes the amortization of point of purchase (POP) display assets because it is a non-cash charge, and is treated similarly to depreciation of property and equipment and amortization of acquired intangible assets;
•adjusted EBITDA and non-GAAP net income (loss) exclude restructuring and other related costs which primarily include severance-related costs, stock-based compensation expenses, manufacturing consolidation charges, facilities consolidation charges recorded in connection with restructuring actions, including right-of-use asset impairment charges (if applicable), and the related ongoing operating lease cost of those facilities recorded under ASC 842, Leases. These expenses do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of current operating performance or comparisons to the operating performance in other periods;
•adjusted EBITDA and non-GAAP net income (loss) exclude stock-based compensation expense related to equity awards granted primarily to our workforce. We exclude stock-based compensation expense because we believe that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In particular, we note that companies calculate stock-based compensation expense for the variety of award types that they employ using different valuation methodologies and subjective assumptions. These non-cash charges are not factored into our internal evaluation of non-
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GoPro, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
GAAP net income (loss) as we believe their inclusion would hinder our ability to assess core operational performance;
•adjusted EBITDA and non-GAAP net income (loss) excludes any gain or loss on the extinguishment of debt because it is not reflective of ongoing operating results in the period, and the frequency and amount of such gains and losses vary;
•adjusted EBITDA and non-GAAP net income (loss) excludes a gain (loss) on insurance proceeds because it is not reflective of ongoing operating results in the period, and the frequency and amount of such gains and losses vary;
•adjusted EBITDA and non-GAAP net income (loss) excludes a gain (loss) on the revaluation of warrants because it is not reflective of ongoing operating results in the period, and hinders our ability to assess core operational performance;
•adjusted EBITDA and non-GAAP net income (loss) excludes gains (losses) related to derivative liabilities as they are not reflective of ongoing operating results in the period and hinder our ability to assess core operational performance;
•adjusted EBITDA and non-GAAP net income (loss) excludes goodwill impairment charges as they do not reflect ongoing operating results in the period and hinders our ability to assess core operational performance;
•non-GAAP net income (loss) excludes acquisition-related costs including the amortization of acquired intangible assets (primarily consisting of acquired technology), the impairment of acquired intangible assets (if applicable), as well as third-party transaction costs incurred for legal and other professional services. These costs are not factored into our evaluation of potential acquisitions, or of our performance after completion of the acquisitions because these costs are not related to our core operating performance or reflective of ongoing operating results in the period, and the frequency and amount of such costs vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses being acquired. Although we exclude the amortization of acquired intangible assets from our non-GAAP net income (loss), management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and can contribute to revenue generation;
•non-GAAP net income (loss) excludes a gain on the sale and/or license of intellectual property. This gain is not related to our core operating performance or reflective of ongoing operating results in the period, and the frequency and amount of such gains are inconsistent;
•non-GAAP net income (loss) excludes non-cash interest expense as it is not related to our core operating performance or reflective of ongoing operating results in the period;
•non-GAAP net income (loss) includes income tax adjustments which reflect the current and deferred income tax expense (benefit) and the effect of non-GAAP adjustments;
•GAAP and non-GAAP net income (loss) per share includes the dilutive, tax effected cash interest expense associated with our 2025 convertible senior notes and Convertible Debentures in periods of net income, as if converted at the beginning of the period; and
•other companies may calculate these non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.
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GoPro, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following table presents a reconciliation of net loss to adjusted EBITDA:
| Three months ended | |||||||||||||||||
(in thousands) | June 30, 2026 | March 31, 2026 | June 30, 2025 | ||||||||||||||
| (As Restated) | (As Restated) | ||||||||||||||||
| Net loss | $ | (51,179) | $ | (76,311) | $ | (16,422) | |||||||||||
| Income tax expense | 796 | 1,845 | 1,309 | ||||||||||||||
| Interest expense, net | 4,190 | 3,289 | 916 | ||||||||||||||
| Depreciation and amortization | 1,784 | 1,794 | 1,698 | ||||||||||||||
| POP display amortization | 1,786 | 1,769 | 1,751 | ||||||||||||||
| Stock-based compensation | 4,056 | 2,998 | 5,116 | ||||||||||||||
| (Gain) loss on extinguishment of debt | — | 15,950 | — | ||||||||||||||
| (Gain) loss on revaluation of warrants | 296 | (6,612) | — | ||||||||||||||
| (Gain) loss related to derivative liabilities | 6,919 | 5,857 | — | ||||||||||||||
| Restructuring and other costs | 1,855 | (360) | (58) | ||||||||||||||
| Adjusted EBITDA | $ | (29,497) | $ | (49,781) | $ | (5,690) | |||||||||||
The following table presents a reconciliation of net loss to non-GAAP net loss:
| Three months ended | |||||||||||||||||
(in thousands, except per share data) | June 30, 2026 | March 31, 2026 | June 30, 2025 | ||||||||||||||
| (As Restated) | (As Restated) | ||||||||||||||||
| Net loss | $ | (51,179) | $ | (76,311) | $ | (16,422) | |||||||||||
| Stock-based compensation | 4,056 | 2,998 | 5,116 | ||||||||||||||
| Acquisition-related costs | 470 | 470 | 469 | ||||||||||||||
| Restructuring and other costs | 1,855 | (360) | (58) | ||||||||||||||
| Non-cash interest expense | 1,996 | 1,567 | — | ||||||||||||||
| (Gain) loss on sale and/or license of intellectual property | — | (1,200) | — | ||||||||||||||
| (Gain) loss on extinguishment of debt | — | 15,950 | — | ||||||||||||||
| (Gain) loss on revaluation of warrants | 296 | (6,612) | — | ||||||||||||||
| (Gain) loss related to derivative liabilities | 6,919 | 5,857 | — | ||||||||||||||
| Income tax adjustments | 25 | 67 | (1,062) | ||||||||||||||
| Non-GAAP net loss | $ | (35,562) | $ | (57,574) | $ | (11,957) | |||||||||||
| GAAP diluted net loss per share | $ | (0.30) | $ | (0.47) | $ | (0.10) | |||||||||||
| Non-GAAP diluted net loss per share | $ | (0.21) | $ | (0.35) | $ | (0.08) | |||||||||||
| GAAP and non-GAAP shares for diluted net loss per share | 171,234 | 163,208 | 157,843 | ||||||||||||||
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Item 3. Quantitative and Qualitative Disclosures about Market Risk (As Restated)
We are exposed to market risks in the ordinary course of our business. These risks primarily include foreign currency and interest rate risks as follows:
Foreign currency risk. Revenue generated from GoPro.com is denominated in U.S. dollars and various foreign currencies. Revenue generated from our international retail sales channel is generally priced in U.S. dollars; however, we typically evaluate and adjust our international selling prices to reflect local exchange rate fluctuations. The strength of the U.S. dollar relative to other foreign currencies can negatively impact revenue, gross margin and net income (loss) per share due to our sales outside of the United States. A hypothetical 10% adverse change in foreign currency exchange rates relative to the U.S. dollar would result in an estimated $8.4 million impact on our earnings for the six months ended June 30, 2026. To date, the majority of our inventory purchases have been denominated in our functional currency of the U.S. dollar. Our operations outside of the United States hold foreign denominated cash balances and incur a majority of their operating expenses in foreign currencies. We therefore have foreign currency risk related to these currencies, which are primarily the Euro, British pound, Romanian leu, Australian dollar, and Japanese yen. Changes in exchange rates, and in particular, a weakening of foreign currencies relative to the U.S. dollar will negatively affect our revenue and operating income as expressed in U.S. dollars.
To date, we have not entered into any foreign currency exchange contracts or derivatives, and we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy.
Interest rate risk. Our exposure to market risk for changes in interest rates primarily relates to our cash, cash equivalents, and marketable securities. Our cash equivalents and marketable securities are comprised of money market funds, U.S. treasury securities, commercial paper, government securities and corporate debt securities. The primary objectives of our investment activities are to preserve principal and provide liquidity without significantly increasing risk. Our cash and cash equivalents are held for working capital purposes. We do not enter into investments for trading or speculative purposes. Due to the nature of our investment portfolio, we do not believe that an immediate 10% shift in interest rates would have a material effect on the fair value of our investment portfolio.
Equity price risk. In connection with the 2025 Credit Agreement, we issued warrants to purchase 11,076,968 shares of our Class A common stock that are classified as a liability and remeasured at fair value each reporting period, with changes recognized in other income (expense). As of June 30, 2026, the warrant liability was $6.8 million. Because the fair value of the warrants is determined principally by reference to the market price of our Class A common stock, increases in our share price result in increases in the warrant liability and corresponding losses in our consolidated statements of operations, while decreases in our share price result in decreases in the warrant liability and in gains. These amounts are non-cash and do not affect our operating results or cash flows. A hypothetical 10% increase or decrease in the market price of our Class A common stock as of June 30, 2026 would have increased or decreased the warrant liability, and correspondingly increased or decreased our pre-tax loss, by approximately $0.8 million. The warrants expire on August 1, 2035, and we therefore expect to recognize fair value changes, which may be significant and may vary considerably between periods, through that date.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2026, based on the evaluation of these controls and procedures required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
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SEC rules and forms and is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure because of the material weakness in internal control over financial reporting described in Item 9A of Amendment No. 1 of our Annual Report on Form 10-K/A for the year ended December 31, 2025 filed with the SEC on October 19, 2026. This material weakness additionally resulted in the restatement of our condensed consolidated financial statements as of and for the three months ended March 31, 2026, and as of and for the three and six months ended June 30, 2026.
Remediation Plan
Management, with the oversight of the Audit Committee, is developing a remediation plan, including: (i) enhancing the design of controls over the review of valuation inputs and assumptions for warrants and similar instruments; (ii) adding technical accounting review of embedded features within financing arrangements; and (iii) engaging third-party specialists with relevant expertise. The material weakness will not be considered remediated until the enhancements to the controls have been designed, implemented, and they have operated for a sufficient period of time and management has concluded, through testing, that they are operating effectively. We may take additional measures or modify the plan as we continue to evaluate it.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Refer to Legal proceedings and investigations included in Part I, Item 1., Note 10 Commitments, contingencies, and guarantees, to the Notes to condensed consolidated financial statements of this Quarterly Report on Form 10-Q/A for the three months ended June 30, 2026.
Item 1A. Risk Factors
We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control, that have in the past and could in the future materially and adversely affect our business, financial condition, and results of operations. In addition to the other information set forth in this Quarterly Report on Form 10-Q/A, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K/A for the year ended December 31, 2025 and Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2026, which could materially affect our business, financial condition or future results of operations. Except as set forth below, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025 and our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2026. You should carefully consider the risk factors set forth in our Annual Report on Form 10-K/A for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2026 and all other information contained in this Quarterly Report on Form 10-Q/A before making an investment decision. The risk factors contained in our public filings do not identify all risks that we face; our business, financial condition, operations, and/or future operating results could also be affected by factors that are not presently known to us or that we currently consider to be immaterial. In that event, the trading price of our shares may decline, and you may lose part or all of your investment.
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Risks related to our business and industry
We have incurred substantial operating losses in the last several years, and we may not be able to achieve revenue growth or profitability in the future, and if revenue growth or profitability is achieved, we may not be able to sustain it.
In the second quarter of 2026, we incurred an operating loss of $39.0 million, compared to an operating loss of $14.0 million in the second quarter of 2025, due to the combination of tariffs, lower promotional activity, an increasingly global competitive landscape, consumer-related macroeconomic issues resulting in a softer global consumer market, and the cost and availability of memory and other semiconductors. Our total revenue decreased from $152.6 million in the second quarter of 2025 to $104.9 million in the second quarter of 2026. We cannot be certain that we will be able to return to profitability through a combination of revenue growth, gross margin improvement, and actions we have taken and will continue to take to reduce our operating expenses.
Looking ahead, we may experience lower levels of revenue, or lower gross margin for a variety of reasons, including, among other factors: ineffective or untimely investments in product innovation and development; product cost overruns; any delays or issues with our new product launches, such as the delayed launch of MAX2; increased component costs and increased product prices to offset such component costs, including both the cost and supply of memory and other semiconductors; disrupted production due to decreased availability of critical components like memory and silicon; lower levels of marketing and advertising spend and its effectiveness thereof; increasing freight rates; shipping delays; increased supply chain costs; lower average sales pricing for our cameras; or a recession or other sustained adverse market events or macroeconomic factors such as volatility of tariff rates, or geopolitical events and uncertainty, including the effects of global conflicts, that materially impact consumer purchases of discretionary items, such as our products. For example, recently, the cost of memory components has increased sharply, including unexpected price increases ranging from 80% to 115% in the last week of March 2026. This upward trend has continued and is expected to persist. Currency exchange rate fluctuations may also negatively impact revenue and gross margin. While we have taken and will continue to take actions to moderate operating expenses, we cannot guarantee that we will be able to return to profitability through a combination of revenue growth, significant gross margin improvement, and operating expense reductions.
We may continue to experience fluctuating revenue, expenses, and profitability for a number of reasons, including other risks described in this Quarterly Report on Form 10-Q/A, our Annual Report on Form 10-K/A for the year ended December 31, 2025, and our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2026, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that impact our revenue growth or profitability.
We may not be able to acquire and retain subscribers at all or at historical rates and subscriber count may decrease which could adversely impact our results of operations and our ability to be profitable.
We have experienced high subscriber growth in past years, but we may not be able to sustain such growth in the future or our subscriber count could decrease. In 2022 and 2023, the number of subscribers grew 43% and 12%, respectively, year-over-year. However, in the second quarter of 2026, our subscriber base declined 11% year-over-year to 2.18 million. Our subscription service is the highest gross margin product we offer. Our revenue growth and profitability are dependent on our ability to continuously attract and retain subscribers, and we cannot be certain that efforts to do so will be successful. Any changes to our subscription offerings, or increases to the offering costs, could have an adverse effect on the success and profitability of our subscription service, attracting new subscribers and retaining existing subscribers. There are many factors that could lead to slowing subscriber growth or a decline in subscribers, including a decline in camera sales, attach rates or retention rates, our failure to introduce new features, benefits, products, or services that customers desire, delay of product launches, changes to existing products, services, and pricing that are not favorably received by our customers, or changes in the perceived value of our offerings. If the attach rate is less than what we forecasted, this could have a negative impact on our overall subscriber growth plans. A decline in subscribers could have an adverse effect on our business, financial condition, and operating results.
Our ability to be profitable relies, in part, on development of effective sales channels and marketing efforts. We depend upon maintaining and developing effective sales channels between our retailers and
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distributors, as well as direct-to-consumer via GoPro.com, and to develop and implement effective marketing strategies.
We have experienced softness in our sales channel, which has resulted in reduced sales of some of our products and slow-moving inventory. Any reduction in sales by our retail and distribution channels could adversely affect our revenue, operating results, and financial condition. Inventory levels in excess of consumer or customer demand may result in sale of excess inventory at discounted prices or in less preferred distribution channels, which could harm our business or strain relationships with retailers. We depend on retailers to provide adequate and attractive space for our products and point-of-purchase (POP) displays in their stores and acquiesce to our policies. Some retailers have carried and displayed less inventory, as a result of macroeconomic factors, theft, or lack of available inventory at certain price points or in certain product categories, which has impacted sales. We further depend on our retailers to employ, educate, and motivate their sales personnel to effectively sell our products. If our retailers do not adequately display our products, choose to reduce the space for our products and POP displays in their stores or locate them in less than premium positioning, or choose not to carry some or all of our products or promote competitors’ products over ours or do not effectively explain to customers the advantages of our products, our sales could decrease and our business could be harmed. Increasing retail and distributor sales requires significant investment and resources. For example, we expect continued investment in new POP displays and updating existing POP displays for both existing stores and new retailers which we believe will attract, inform consumers, and assist sales personnel to effectively sell our products; however, there can be no assurance that this investment will lead to increased revenue and profit.
Our ten largest third-party customers, measured by the revenue we derive from them, accounted for 49%, 44%, and 44% of our revenue in 2025, 2024, and 2023, respectively. One retailer accounted for 12%, 9%, and 9.98% of our revenue for 2025, 2024, and 2023, respectively. The loss of a small number of our large customers, or the reduction in business with one or more of our large customers, could have a significant adverse effect on our operating results. In addition, we may choose to temporarily or permanently stop shipping product to customers who do not follow the policies and guidelines in our sales agreements, which could have a material negative effect on our revenues and operating results. Our sales agreements with these large customers do not require them to purchase any contractual amount of our products annually and we grant limited rights to return product to some of these large customers.
Additionally, our brand and product marketing efforts are critical to stimulating consumer demand. We market our products globally through a range of advertising and promotional programs and campaigns, including social media. If we do not successfully market our products, invest sufficient resources in marketing our products, or significantly reduce marketing spend, our business, financial condition, and results of operations could suffer as a result.
Our future growth also relies, in part, on our continued ability to attract consumers to our GoPro.com sales channel, which has and will require significant expenditures in marketing, software development and infrastructure. There can be no assurance that this investment will be successful in driving revenue growth.
We may not be able to secure additional financing on favorable terms, or at all, to meet any future capital needs, and any future equity raises may dilute our existing shareholders.
In the future, we may require additional capital to respond to business opportunities, challenges, or unforeseen circumstances and may seek to engage in equity or debt financings or enter into credit facilities for other reasons. We may not be able to timely secure additional financing on favorable terms, or at all, due to among other things, our existing indebtedness, financial condition and general macroeconomic conditions, including changes in interest rates, market volatility, and inflation.
Additionally, our current credit facilities contain restrictive covenants relating to our capital raising activities and other financial and operational matters, and any debt financing obtained by us in the future could involve modified or further restrictive covenants, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Further, even if we are able to obtain additional financing, we may use such proceeds to repay a portion of our debt.
We may need to raise additional equity capital to provide us with liquidity and capital resources to help fund our operations. Any such capital raise involving the issuance of equity or convertible debt or other equity-linked
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securities could impact our existing stockholders who could suffer significant dilution and may have an adverse impact on our stock price.
If we are unable to obtain adequate financing under our existing credit facilities, or alternative sources, such as the issuance of equity, when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited. In the event additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all, which could require us to delay or limit our operations.
Due to the nature of our business, we are heavily reliant on third parties outside of our control both in terms of our suppliers and for our operations.
We do not have internal manufacturing capabilities and instead rely on several contract manufacturers, including component vendors, located in China, Japan, Malaysia, Taiwan, Thailand, Vietnam, the U.S., and in other countries, to manufacture our products. Our ability to meet customer demand depends, in part, on our ability to obtain timely and adequate delivery of components for our products. All of the components that go into the manufacturing of our hardware products and accessories are sourced from third-party suppliers. We do not control our contract manufacturers or suppliers, including their cost of components, capacity, bandwidth, or costs of their labor, environmental or other practices.
Some of the key components used to manufacture our products come from a limited or single source of supply, or from a supplier that could potentially become a competitor. For our camera designs, we incorporate system-on-chips, sensors, lens, batteries and memory solutions that critically impact the performance of our products. These components have unique design and performance profiles, and as a result, it is not commercially practical to support multiple sources for these components for our products. Our dependence on such limited or single source suppliers subjects us to the risk of shortages, interruptions, price fluctuations, potential capacity limitations due to increased demand, and long lead times in the supply of these components and the risk that our suppliers discontinue or modify components used in our products. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules, and such lead times could increase as a result of shipping disruptions, global conflicts, including any escalations or expansions of those conflicts, or other factors.
If we lose access to components from a particular supplier, experience increased competition for components, or experience a significant disruption in the supply of products and components from a current supplier, we may be unable to locate alternative suppliers or submit orders directly through supplier’s vendors of comparable quality at an acceptable price, or at all, and our business could be materially and adversely affected. In addition, if we experience a significant increase in demand for our products, our suppliers might not have the capacity or elect not to meet our needs as they allocate components to other customers. Further, if suppliers significantly increase prices of components due to inflationary pressures or other factors, increase their commitment requirements, require cash in advance payment, fail to deliver manufactured products, pause or cancel any further deliveries, retain or withhold inventory, or materially alter the terms of our supplier agreements, we may need to identify and qualify one or more replacement suppliers. For example, recently, the cost of memory components has increased sharply, including unexpected price increases ranging from 80% to 115% in the last week of March 2026. Any of our single source suppliers may fail to deliver manufactured products, pause or cancel any further deliveries, retain or withhold inventory, or cease doing business with us if we cannot provide cash in advance payment or accept increased prices, commitment requirements, or materially altered terms. Developing suitable alternate sources of supply for these components may be time-consuming, difficult and costly, and we may not be able to source these components from alternative suppliers on terms that are acceptable to us, or at all, which may adversely affect our ability to meet our development requirements or to fill our orders in a timely or cost-effective manner. Disruptions or loss of any of our limited or single source suppliers, or capacity limitations of the suppliers for components, could increase our costs, curtail growth opportunities, cause material delays, and adversely impact our business, financial results, and customer relationships.
Although we have policies and procedures in place requiring our contract manufacturers and major component suppliers to comply with applicable federal, state, local and international requirements, we cannot confirm with certainty that our manufacturers and suppliers consistently comply with these requirements. In addition, if there are changes to these or other laws (or their interpretation) or if new similar laws are passed in other jurisdictions,
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we may be required to re-engineer our products to use components compatible with these regulations. Any re-engineering and component substitution could result in additional costs to us or disrupt our operations or logistics. Additionally, we rely on third parties such as Amazon Web Services to provide software and enterprise services.
We are assuming commercial fulfillment responsibility for certain purchase orders from one of our primary manufacturing partners, which will require us to develop or expand several internal functions. We may face operational or financial risks or may not be successful.
We are assuming commercial fulfillment responsibility for certain purchase orders from one of our primary manufacturing partners. In order to effectively assume commercial fulfillment responsibility for these purchase orders, we will need to develop or expand internal sourcing, procurement, and distribution capabilities. We cannot guarantee that we will not experience operational challenges and inefficiencies as we assume commercial fulfillment responsibility for these components and we may not be successful in this endeavor or may experience delays in sourcing these components, which could cause product launch delays. Further, vendors may refuse to accept our purchase orders, which could make it difficult for us to obtain necessary components. We will also assume liability for these components, which may expose us to financial risks, including potential risk of loss. Any of these operational or financial risks could have a material adverse effect on our business, prospects and results of operations.
Risks related to ownership of our Class A common stock
Our Class A common stock may cease to be listed on the Nasdaq Global Select Market.
On June 5, 2026, our Class A common stock, par value $0.0001 per share, closed below the $1.00 per share minimum bid price requirement for continued inclusion on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (Bid Price Requirement). On July 21, 2026, we received a notice from the Nasdaq Stock Market LLC (Nasdaq) that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), we will be provided an initial compliance period of 180 calendar days from receipt of such notice, to regain compliance with the Bid Price Requirement. To regain compliance, the closing bid price for the Class A common stock must be at least $1.00 per share for a minimum of 10 consecutive business days prior to the end of the 180-day period. There can be no assurance that we will be able to regain compliance or that Nasdaq will extend the compliance period.
If we do not regain compliance with the Bid Price Requirement by the end of the 180-day period, we may be eligible for an additional 180 calendar day compliance period, either by submitting an application to transfer the listing of the Class A common stock to The Nasdaq Capital Market, or we can apply directly to Nasdaq, without transferring to The Nasdaq Capital Market, for an additional 180-day extension, which we may not be successful at obtaining. In that case, we would also need to pay an application fee to Nasdaq and provide written notice of our intention to cure the deficiency during the additional compliance period. As part of its review process, Nasdaq will make a determination of whether it believes we will be able to cure this deficiency.
If we do not regain compliance within the applicable compliance period(s), Nasdaq will provide written notification to us that the Class A common stock will be subject to delisting. At that time, we may appeal the delisting determination to a hearings panel.
We intend to monitor the closing bid price of the Class A common stock and may, if appropriate, consider taking actions to regain compliance with the Bid Price Requirement, including, subject to approval of our Board of Directors and our Class A and Class B stockholders, implementing a reverse stock split. However, there can be no assurance that, if we were to engage in a reverse stock split, it would not create an additional deficiency with Nasdaq listing standards.
Similar declines below the Bid Price Requirement have occurred in the past and we have previously received notices of non-compliance from Nasdaq. For example, on March 25, 2025, we received a letter from The Nasdaq Stock Market LLC indicating that, for thirty consecutive business days, the bid price for our common stock had closed below the Bid Price Requirement. However, on August 5, 2025, we received a letter from Nasdaq confirming that we had regained compliance with the Bid Price Requirement and that the matter had been closed.
There can be no assurance that we will be able to regain compliance with the Bid Price Requirement as we have done in the past or will otherwise be in compliance with other applicable Nasdaq listing rules within the applicable
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compliance period(s), that we will be able to successfully implement a reverse stock split, or, if we receive a delisting determination and decide to appeal the delisting determination, that such appeal would be successful.
Currently, there is no immediate effect on the listing of the Class A common stock on The Nasdaq Global Select Market, and the Class A common stock will continue to trade on The Nasdaq Global Select Market under the symbol “GPRO,” subject to our compliance with the other continued listing requirements of The Nasdaq Global Select Market. If our Class A common stock were to be delisted from The Nasdaq Global Select Market, we might or might not be eligible to list our shares on another market. Such a delisting could negatively impact us by, among other things, reducing the liquidity and market price of our Class A common stock. Additionally, if our Class A common stock were to be delisted, we would be subject to an event of default under the 2025 Credit Agreement, the 2025 Term Loan, and the Convertible Debentures.
The dual class structure of our common stock has the effect of concentrating voting control with our CEO, and we cannot predict the effect our dual class structure may have on our stock price or our business.
Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share. Stockholders who hold shares of Class B common stock held approximately 62.8% of the voting power of our outstanding capital stock as of June 30, 2026, with Mr. Woodman, our Chairman and CEO, holding approximately 60.3% of the outstanding voting power. Any exercises of the July 2026 Warrants (as defined below) would further increase Mr. Woodman’s voting power. Mr. Woodman is able to control all matters submitted to our stockholders, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction. This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor from acquiring our Class A common stock due to the limited voting power of such stock relative to the Class B common stock and might harm the trading price of our Class A common stock.
In addition, we cannot predict whether our dual class structure, combined with the concentrated control by Mr. Woodman, will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers, including FTSE Russell and S&P Dow Jones, previously announced restrictions on including companies with multiple-class share structures in certain of their indexes that were then reversed. Because of our dual class structure, we may be excluded from these indexes in the future if new restrictions are announced, and we cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.
Issuances of Class A common stock pursuant to our securities purchase agreement with YA II PN, Ltd., or other future equity financings or strategic transactions, will dilute the percentage of outstanding shares represented by our Class B common stock and could trigger an automatic conversion pursuant to the provisions of our corporate governance documents. An automatic conversion of our Class B common stock will be triggered when the outstanding shares of our Class B common stock represent less than ten percent 10% of the aggregate number of our shares of common stock then outstanding. Each share of Class B common stock will automatically convert into one share of Class A common stock upon such triggering event, which would eliminate the dual class structure and the concentrated voting control described above.
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Risks related to our liquidity and indebtedness
We have substantial indebtedness in the form of convertible senior notes, senior secured notes and credit agreements. Our indebtedness and corresponding cash debt service obligations could adversely affect our competitiveness, our liquidity, our operations, and our ability to obtain additional financing if necessary.
On August 4, 2025, we entered into a second lien credit agreement pursuant to which we borrowed $50.0 million (the 2025 Term Loan). As of June 30, 2026, the outstanding principal under the 2025 Term Loan was $49.0 million. The 2025 Term Loan is separate from our outstanding credit agreement which provides for a revolving credit facility, as amended from time to time (the 2021 Credit Facility, and together with the 2025 Term Loan, the Credit Facilities). Under the 2021 Credit Facility, we have borrowed $24.4 million as of June 30, 2026.
Additionally, on February 27, 2026, we entered into a securities purchase agreement (Securities Purchase Agreement) with YA II PN, Ltd. (YA II PN), in connection with the issuance and sale by the Company of convertible debentures (the Convertible Debentures) issuable in an aggregate principal amount of up to $50.0 million, which Convertible Debentures will be convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the Common Stock) (as converted, the Conversion Shares). YA II PN purchased $25.0 million in aggregate principal amount of Convertible Debentures upon the signing of the Securities Purchase Agreement. In addition, subject to certain closing conditions, YA II PN would have been able to purchase an additional $5.0 million on the business day prior to the filing of the registration statement registering the resale of the Common Stock issuable upon conversion of the Convertible Debentures, which was filed with the SEC on March 20, 2026. On March 19, 2026, the closing conditions were not met. YA II PN may still purchase and we may issue an additional $20.0 million in aggregate principal amount of Convertible Debentures on or about the second business day following the satisfaction of certain additional closing conditions. As of June 30, 2026, the outstanding principal amount of Convertible Debentures was $13.8 million. Finally, on July 1, 2026, we entered into a securities purchase agreement with certain entities (the Buyers) affiliated with Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Board of Directors, pursuant to which the Buyers agreed to purchase from the Company 6.50% senior secured notes due 2028 (Secured Notes) in an aggregate principal amount of $20.0 million.
There can be no assurance that we will be able to repay our indebtedness when due, or that we will be able to finance our indebtedness, all or in part, on acceptable terms. In addition, our high level of indebtedness and corresponding high cash debt service obligations, could, among other things:
•heighten our vulnerability to downturns in our business, adverse general economic conditions and heightened competitive pressures;
•require us to dedicate a larger portion of our cash flow from operations to interest payments, limiting the availability of cash for other purposes;
•limit our ability to invest in our business and future business opportunities;
•limit our ability to refinance our indebtedness;
•limit our flexibility in planning for, or reacting to, changes in our business and industry;
•increase our cost of borrowing;
•place us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged; and
•impair our ability to obtain additional financing in the future or sell stock to fund our working capital, capital expenditures, debt repayments, acquisitions, general corporate purposes, or other purposes.
In future quarters, we anticipate non-compliance with the restrictive covenants of the Credit Facilities, and we may seek further covenant waivers or amendments from our lenders. The lenders, debenture holder, or Buyers may not provide any waiver(s) of compliance or amend the Credit Facilities, Convertible Debentures, or Secured Notes.
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A default under any of the Credit Facilities, Convertible Debentures, or Secured Notes could also lead to a default under agreements governing our existing or future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay our indebtedness.
Our ability to meet our cash requirements, including our debt service obligations, is dependent upon our ability to maintain and improve our operating performance, which is subject to general economic and competitive conditions and to financial, business and other factors, many of which are beyond our control. Our existing liquidity and capital resources may not be sufficient to sustain our business condition and service our debt obligations and if our operating results do not meet our expectations or if we experience adverse financial, business and other factors that we do not currently anticipate, we could face liquidity constraints.
If we are unable to meet our liquidity requirements, we could be forced to sell assets, restructure or refinance our debt or raise additional capital through sales of equity or debt. We may be unable to take any of these actions on satisfactory terms or in a timely manner or at all, due to many factors, including our high level of indebtedness. Any of these actions may not be sufficient to allow us to service our debt obligations or may have an adverse impact on our business. Our existing debt agreements limit our ability to take certain of these actions. Our failure to generate sufficient operating cash flow to pay our debt obligations could have a material adverse effect on us. Without obtaining additional sources of financing or consummating a strategic transaction, our ability to continue as a going concern would be materially and adversely impacted, and we may be required to significantly reduce, restructure, or cease operations, or seek protection under the Federal bankruptcy laws.
Our credit agreements impose restrictions on us that may adversely affect our ability to operate our business.
Both the 2025 Term Loan and the 2021 Credit Facility contain restrictive covenants relating to our capital raising activities and other financial and operational matters which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions, or otherwise impact our liquidity. Specifically, the 2025 Term Loan, as amended, revised the financial covenants to adjust the minimum EBITDA, minimum liquidity amount, and asset coverage ratio requirements. The 2021 Credit Facility, as amended, revised the financial covenants, extended the maturity date, and increased the interest rate. Our ability to comply with any particular financial covenant under the Credit Facilities depends on many factors, some of which are beyond our control (including, but not limited to, tariffs and component cost increases), and could result in material adverse consequences that negatively impact our business. Any of our future indebtedness may contain similar restrictions.
In future quarters, we anticipate non-compliance with the restrictive covenants of the Credit Facilities, and we may seek further covenant waivers or amendments from our lenders. We may also seek additional sources of financing to avoid a default under either of the Credit Facilities. We may not be able to obtain the necessary waiver or amendments or secure additional financing on favorable terms, or at all. Failure to comply with any particular covenant could result in default. In addition, each of the Credit Facilities, the Convertible Debentures, and the Secured Notes contain a cross-default provision whereby a default under one agreement would result in default under the agreements covering other borrowings and vice versa. The occurrence of a default under any of these borrowing arrangements would permit the lenders under the Credit Facilities, the Convertible Debentures, and the Secured Notes to declare all amounts outstanding under those borrowing arrangements to be immediately due and payable. If our lenders accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay those borrowings.
Exercise of our outstanding warrants or Convertible Debentures, and any future issuances of our securities, will dilute the ownership interest of our existing stockholders or may otherwise depress the price of our common stock.
Exercise of our outstanding warrants or Convertible Debentures will dilute the ownership interest of our existing stockholders. In the future, we may issue additional securities to raise capital. We may also acquire interests in other companies by using a combination of cash and our common stock or just our common stock. Any of these events may dilute a stockholder’s ownership interest in GoPro and have an adverse impact on the price of our common stock.
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On August 4, 2025, in connection with entry into the 2025 Term Loan, we issued and sold warrants to purchase up to 11,076,968 shares of our Class A common stock, par value $0.0001 per share. The warrants are immediately exercisable, in whole or in part, at an exercise price of $0.75 per share (either through cash or cashless settlement) and may be exercised at any time until the ten-year anniversary of the issuance date. The Convertible Debentures are convertible at the option of the holder into Class A common stock equal to the principal amount requested to be converted plus all accrued and unpaid interest on the Convertible Debentures as of such conversion divided by the lower of (i) $1.1453, or (ii) 98% of the lowest daily volume weighted average price of the Class A common stock during the five consecutive trading days immediately preceding the date of conversion or other date of determination, but which shall not be lower than $0.1736. Any portion of the Convertible Debentures may be converted at any time and from time to time, subject to the limitations on share issuance under the Nasdaq listing rules. On July 9, 2026, we issued and sold warrants (the July 2026 Warrants) exercisable for 25,706,940 shares of our Class B common stock to certain entities affiliated with Nicholas Woodman, our Chief Executive Officer and Chairman of the Company’s board of directors. The July 2026 Warrants are exercisable at any time on or after the earlier of (i) the six months after July 9, 2026 and (ii) either (x) our first public announcement of a change of control or (y) our first public announcement of the signing of a definitive agreement for a transaction which, if consummated, would result in a change of control. The exercise price under the July 2026 Warrants is $0.7780 per share and the July 2026 Warrants will expire on the three-year anniversary of July 9, 2026.
Any sales in the public market of the shares of Class A common stock issuable upon such exercise of such warrants, or the anticipation of such exercises and sales, could adversely affect the prevailing market prices of our Class A common stock. Additionally, the existence of such warrants may encourage short selling by market participants because the exercise of such warrants could be used to satisfy short positions, or because the anticipated exercise of such warrants for shares of Class A common stock or shares of Class B common stock, as the case may be, could depress the price of our Class A common stock. These warrants, if exercised, would dilute the ownership interests of our existing stockholders in future periods.
Risks Related to Restatement of Our Condensed Consolidated Financial Statements
We have restated our previously issued consolidated financial statements and as part of that process have identified a material weakness in our internal control over financial reporting as of December 31, 2025 that continues to exist. If we are unable to develop and maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and may adversely affect our business, financial condition and results of operations.
On October 9, 2026, the Audit Committee of the Company's board of directors concluded, after discussion with the Company’s management, that the previously issued financial statements during the Affected Period should no longer be relied upon due to the errors described in the “Explanatory Note” above, and should be restated. As a result of the restatement, the Company’s management re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of December 31, 2025. Management has concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2025 and December 31, 2025, and its internal control over financial reporting was not effective as of December 31, 2025 due to the following material weakness that continues to exist. Specifically, the Company 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. For a discussion of management’s considerations of the Company’s disclosure controls and procedures, internal control over financial reporting, and the material weakness identified, refer to Controls and Procedures in Part I - Item 4.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected on a timely basis. Effective internal control over financial reporting is necessary for us to provide reliable financial reporting and prevent or detect material misstatements due to fraud or error in our interim and annual consolidated financial statements. See Part I – Item 4. Controls and Procedures,
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for additional information. Remediation efforts may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
The material weakness described above resulted in the restatement of our previously issued consolidated financial statements, and any continued failure to maintain effective disclosure controls and procedures or internal control over financial reporting could adversely impact our ability to report our financial position and results of operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our Class A common stock is listed, the SEC or other regulatory authorities. In either case, there could be an adverse effect on our business, financial condition and results of operations. Ineffective internal control over financial reporting could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
We can give no assurance that the measures we are taking and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or detect material misstatement due to error or fraud or to facilitate the fair presentation of our consolidated financial statements.
If we identify additional errors, fail to timely file restated or future periodic reports, or otherwise fail to comply with the financing reporting covenants in our debt agreements, we may need additional waivers or amendments.
We evaluated our restated financial statements and their impact on the Company’s debt covenants. For the period ended June 30, 2026, we concluded that we were not in compliance with the minimum EBITDA or minimum asset coverage ratio of 1.15x under our 2025 Credit Agreement. We subsequently received a waiver from the lenders of the 2021 Credit Agreement and 2025 Credit Agreement on July 9, 2026 and October 16, 2026. No fees or consideration were paid in connection with the waiver. In addition, the historical accounting errors and consequent restatement constitute a default or event of default under the Credit Facilities, the Convertible Debentures, and the 2026 Notes. We have obtained waivers of these defaults from the applicable lenders and noteholders. Our lenders and noteholders may not grant waivers or amendments on acceptable terms, or at all. Each of the Credit Facilities, the Convertible Debentures, and the 2026 Notes contains cross-default or cross-acceleration provisions, whereby a default under one agreement could result in a default under, and the acceleration of, our other borrowings. The occurrence of an event of default under any of these borrowing arrangements would permit the lenders under the Credit Facilities, the Convertible Debentures, and the 2026 Notes to declare all amounts outstanding under those borrowing arrangements to be immediately due and payable. If our lenders accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay those borrowings.
We can give no assurance that the measures we are taking and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or detect material misstatement due to error or fraud or to facilitate the fair presentation of our consolidated financial statements.
We may face litigation and other risks as a result of the restatement and material weakness in our internal control over financial reporting.
As a result of this restatement, the Company’s management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of June 30, 2026 and identified a material weakness in our internal control over financial reporting. As a result of such material weakness or the restatement, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and the material weakness in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Form 10-Q/A, we have no knowledge of any such litigation or dispute. However, we can
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provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could adversely affect our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Unregistered Sales of Equity Securities and Use of Proceeds
In February 2026, we entered into a Securities Purchase Agreement with YA II PN in connection with the issuance and sale of Convertible Debentures issuable in an aggregate principal amount of up to $50.0 million, which can be convertible into shares of our Class A common stock, par value $0.0001 per share. Pursuant to the Securities Purchase Agreement, YA II PN purchased $25.0 million in aggregate principal amount of Convertible Debentures, as discussed in Note 4 Financing arrangements.
On April 17, 2026, we issued 6.8 million shares of our Class A common stock due to the exercise of the conversion option by YA II PN for a principal amount of $5.2 million of the Convertible Debentures with a conversion price of $0.7624. All limitations on share amounts and timing contemplated in the Convertible Debentures were complied with in full. The outstanding principal amount of Convertible Debentures was reduced by the $5.2 million converted on April 17, 2026.
The issuance of the Convertible Debentures and the Conversion Shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. YA II PN represented to us that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that each of the Convertible Debentures and the Conversion Shares would be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof. These Conversion Shares were issued as unregistered shares of our Class A common stock at the time of conversion with all applicable restrictive legends and controls.
The shares issued under the April 17, 2026 conversion were later registered under a Registration Statement on Form S-1, as amended (File Number 333-294507), which was made effective on June 2, 2026, and as such, the shares were no longer subject to any restrictions on transfer or sale under the Securities Act.
Issuer Purchases of Equity Securities
As of June 30, 2026, we have a remaining share repurchase authorization of $60.4 million under the current stock repurchase program authorized by our Board of Directors in January 2022 and February 2023. No shares of our Class A and Class B common stock were repurchased during the three months ended June 30, 2026.
Item 3. Defaults upon Senior Securities
For the period ended June 30, 2026, we were not in compliance with the minimum EBITDA or the minimum asset coverage ratio of 1.15x under the 2025 Credit Agreement. On July 9, 2026, we entered into a Waiver and Amendment No. 3 to the 2025 Credit Agreement that waived (i) the EBITDA and asset coverage ratio non-compliance as of June 30, 2026, (ii) a failure to deliver annual financial statements without a “going concern” or like qualification, and related notice requirement, and (iii) defaults related to compliance with certain negative covenants.
Additionally, for the period ended June 30, 2026, we were in compliance with the liquidity and minimum unused availability financial covenants under the 2021 Credit Agreement, however, we were not in compliance with certain other covenants under the 2021 Credit Agreement, or the minimum EBITDA or minimum asset coverage ratio under the 2025 Credit Agreement. On July 9, 2026, we entered into a Waiver and Amendment No. 4 to the 2021 Credit Agreement that among other things, waived (i) a failure to deliver annual financial statements without a “going concern” or like qualification, and related notice requirement, and (ii) defaults related to compliance with certain affirmative and negative covenants.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Trading Plans of Directors and Executive Officers
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Item 6. Exhibits
Exhibit Listing
| Exhibit | Incorporated by Reference | Filed | |||||||||||||||||||||
| Number | Exhibit Title | Form | File No. | Exhibit | Filing Date | Herewith | |||||||||||||||||
| Waiver, dated May 8, 2026, under Amendment No. 2 to Credit Agreement dated February 27, 2026, by and among GoPro, Inc. and Farallon Capital, L.L.C., on behalf of the lenders thereunder. | 10-Q/A | 001-36514 | 10.3 | October 16, 2026 | |||||||||||||||||||
| Lease Agreement, dated April 16, 2026, by and between GoPro, Inc. and PenLark, L.P. | 8-K | 001-36514 | 10.1 | May 19, 2026 | |||||||||||||||||||
| First Amendment of GoPro, Inc. 2024 Equity Incentive Plan and related form agreements. | X | ||||||||||||||||||||||
| Certification of Principal Executive Officer Required Under Rule 13(a)-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as amended. | X | ||||||||||||||||||||||
| Certification of Principal Financial Officer Required Under Rule 13(a)-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as amended. | X | ||||||||||||||||||||||
32.1‡ | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. | X | |||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document | X | |||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | X | |||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | X | |||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | X | |||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | X | |||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | |||||||||||||||||||||
| 104 | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q/A, included in the Exhibit 101 Inline XBRL Document Set | X | |||||||||||||||||||||
‡ As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Quarterly Report on Form 10-Q/A and are not deemed filed with the SEC and are not incorporated by reference in any filing of GoPro, Inc. under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.
85
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GoPro, Inc. | ||||||||
| (Registrant) | ||||||||
| Dated: | October 19, 2026 | By: /s/ Nicholas Woodman | ||||||
| Nicholas Woodman Chief Executive Officer (Principal Executive Officer) | ||||||||
| Dated: | October 19, 2026 | By: /s/ Brian Tratt | ||||||
| Brian Tratt Chief Financial Officer (Principal Financial Officer) | ||||||||
| Dated: | October 19, 2026 | By: /s/ Charles Lafrades | ||||||
| Charles Lafrades Chief Accounting Officer (Principal Accounting Officer) | ||||||||
86
Exhibit 10.3
FIRST AMENDMENT TO THE GOPRO, INC.
2024 EQUITY INCENTIVE PLAN
2024 EQUITY INCENTIVE PLAN
This First Amendment (this “First Amendment”) to the GoPro, Inc. (the “Company”) 2024 Equity Incentive Plan (the “Plan”), as adopted by the unanimous approval of the members of the Board of Directors of the Company (the “Board”) upon the recommendation of the Compensation and Leadership Committee (the “Committee”) of the Board, and as ratified and approved by the stockholders of the Company at the annual meeting of stockholders held on June 2, 2026 (the “Amendment Effective Date”), amends the Plan as set forth herein as of the Amendment Effective Date. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
WHEREAS, the Plan, as recommended by the Committee and adopted by the Board, which became effective on February 15, 2024, was adopted as the equity compensation plan of the Company to serve as the primary mechanism for recruitment and retention of talent by the Company and to support the ability of the Company to retain directors, officers, consultants, advisors and employees;
WHEREAS, the Plan, as of the date of its adoption, had a total of 25,000,000 shares of the Company’s Class A Common Stock (“Common Stock”) available for awards to eligible persons;
WHEREAS, the Committee, having considered the Company’s issuance of awards since the stockholders adopted the Plan, the Company’s expected needs for additional equity compensation and the shares of Common Stock available for issuance under the Plan, has determined it is in the best interests of the Company and its stockholders to adopt this First Amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan to 38,000,000 shares, of which 26,682,243 shares will be available for future awards.
NOW, THEREFORE, as approved by the Board upon the recommendation of the Committee as of February 12, 2026 and as approved by the stockholders of the Company as of the Amendment Effective Date, this First Amendment to the Plan is hereby adopted and approved in all respects. Accordingly, pursuant to this First Amendment, the Plan is hereby amended as follows:
1. As of the Amendment Effective Date, Section 2.a. of the Plan, titled “Number of Shares Available” and referenced elsewhere in the Plan as Section 2.1, is hereby amended by deleting it in its entirety and is replaced with the following:
“2.a. Number of Shares Available. Subject to Sections 2.5 and 21 and any other applicable provisions hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is equal to the lower of 38,000,000 Shares or the sum of (i) any reserved shares not issued or subject to outstanding grants under the Company’s 2014 Equity Incentive Plan (the “Prior 2014 Plan”) on the Effective Date (as defined below), (ii) shares that are subject to stock options or other awards granted under the Prior 2014 Plan or the Company’s 2010 Equity Incentive Plan (together with the Prior 2014 Plan, the “Prior Plans”) that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (iii) shares issued under the Prior Plans before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (iv) shares issued under the Prior Plans that are repurchased by the Company at the original issue price and (v) shares that are subject to stock options or other awards under the Prior Plans that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. Provided, however, that shares reserved and available for grant and issuance pursuant to subpart (i) – (v) of this Section 2.1 shall be issuable as Common Stock of the Company regardless of their series or class under the Prior Plans.”
2. Except as specifically set forth in this First Amendment, no provision of the Plan is changed, and the Plan is hereby ratified in its entirety and shall remain in full force and effect. The Plan and this First Amendment shall be read and construed together as one instrument.
As approved by GoPro, Inc. stockholders on June 2, 2026
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Nicholas Woodman, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q/A of GoPro, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 19, 2026 | /s/ Nicholas Woodman | ||||||
| Nicholas Woodman Chief Executive Officer (Principal Executive Officer) | ||||||||
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Brian Tratt, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q/A of GoPro, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 19, 2026 | /s/ Brian Tratt | ||||||
| Brian Tratt Chief Financial Officer (Principal Financial Officer) | ||||||||
EXHIBIT 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, the Quarterly Report on Form 10-Q/A of GoPro, Inc. for the quarter ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of GoPro, Inc. for the periods presented herein.
| By: /s/ Nicholas Woodman | ||
| Nicholas Woodman Chief Executive Officer (Principal Executive Officer) | ||
| October 19, 2026 | ||
I, Brian Tratt, Chief Financial Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, the Quarterly Report on Form 10-Q/A of GoPro, Inc. for the quarter ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of GoPro, Inc. for the periods presented herein.
| By: /s/ Brian Tratt | ||
| Brian Tratt Chief Financial Officer (Principal Financial Officer) | ||
| October 19, 2026 | ||
A signed original of this written statement required by Section 906 has been provided to GoPro, Inc. and will be retained by GoPro, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.