8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 9, 2023

GOPRO, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36514	77-0629474
(State or Other Jurisdiction<br><br>of Incorporation)	(Commission File No.)	(I.R.S. Employer<br><br>Identification No.)

3025 Clearview Way, San Mateo, CA 94402

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 332-7600

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	GPRO	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On February 9, 2023, the board of directors of GoPro, Inc. (the “Company”) authorized the Company to repurchase up to an additional $40 million of its Class A common stock. Previously, on January 27, 2022, the board of directors of the Company authorized the repurchase of up to $100 million of the Company’s Class A common stock, of which $40 million was repurchased in 2022. The cumulative remaining authorized amount for repurchase of Class A common stock as of February 9, 2023 is $100 million, of which $5 million has now been repurchased in 2023. Stock repurchases under the program may be made periodically through 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 under the Securities Exchange Act of 1934, as amended, as such guidelines may be modified by the SEC from time to time. The Company expects to fund repurchases through cash generated from operations. This stock repurchase program has no time limit and may be modified, suspended or discontinued at any time.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit<br><br>Number	Description of Document
99.1	Press Release of GoPro, Inc. dated February 15, 2023 to report the authorization to repurchase additional shares of Class A common stock.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		GoPro, Inc.
		(Registrant)
Dated:	February 15, 2023	By: /s/ Brian McGee
		Brian McGee<br><br>Chief Financial Officer and Chief Operating Officer<br><br>(Principal Financial Officer)

Document

EXHIBIT 99.1

GoPro's Board of Directors Authorizes $40 Million in Additional Share Repurchases

SAN MATEO, Calif. – February 15, 2023 – GoPro, Inc. (NASDAQ: GPRO) announced today that its board of directors has authorized the company to repurchase an additional $40 million of its Class A common stock. In 2022, the board of directors authorized the repurchase of up to $100 million of its Class A common stock, of which $40 million was repurchased in 2022. The cumulative remaining authorized amount for repurchase of Class A common stock as of February 9, 2023, is $100 million, of which $5 million has now been repurchased in 2023.

“GoPro has focused on sound business and cash management in recent years, which has yielded profitability and positive EBITDA, enabling us to both invest capital back into our business and to return capital to shareholders via our share repurchase program,” said Brian McGee, GoPro’s CFO and COO.

Stock repurchases under the program may be made periodically through 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 the Rule 10b-18 under the Securities Exchange Act of 1934, as amended, as such guidelines may be modified by the SEC from time to time.

GoPro expects to fund repurchases through cash generated from operations. GoPro’s stock repurchase program has no time limitations and may be modified, suspended, or discontinued at any time.

About GoPro, Inc. (NASDAQ: GPRO)

Founded in 2002, GoPro helps the world to capture and share itself in immersive and exciting ways.

For more information, visit GoPro.com. Open roles can be found on our careers page. Members of the press can access official logos and imagery on our press portal. GoPro customers can submit their photos and videos to GoPro Awards for an opportunity to be featured on GoPro's social channels and receive gear and cash awards. Connect with GoPro on Facebook, Instagram, LinkedIn, TikTok, Twitter, YouTube, and GoPro's blog The Current.

GoPro, HERO and their respective logos are trademarks or registered trademarks of GoPro, Inc. in the United States and other countries.