Gopro, INC. 8-K/A Filing

Ticker: GPRO · Form: 8-K/A · Filed: Nov 13, 2025 · CIK: 1500435

Sentiment: neutral

Filing Stats: 912 words · 4 min read · ~3 pages · Grade level 9.7 · Accepted 2025-11-13 16:58:44

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on November 5, 2025, the Company entered into a Subscription Agreement with The Woodman Family Trust of which Mr. Nicholas Woodman, the Company's Chief Executive Officer and Chairman of the Board of Directors, is co-trustee (such trust, the "Purchaser"), whereby the Company agreed to issue and sell to the Purchaser Class A Common Stock shares, par value $0.0001 of the Company, for an aggregate purchase price of approximately $2,000,000 (the "Subscription Agreement"). 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, the Class A Common Stock shares were issued. The parties to the Subscription Agreement agree the amount of shares is fixed to 1,129,944 at a price per share of $1.77, which price is based on the consolidated closing bid price, which was the greater of the two variables. The foregoing information is a summary of the Subscription Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement. The Subscription Agreement is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01, above, related to the Subscription Agreement is incorporated into this Item 3.02 by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 13, 2025, the Company issued a press release announcing the closing of the private placement of Class A Common Stock shares by The Woodman Family Trust, in accordance with the terms of the previously disclosed Subscription Agreement, which is attached hereto as Exhibit 99.1.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.3 Subscription Agreement dated November 5, 2025, by and between The Woodman Family Trust under Trust Agreement dated March 11, 2011 and GoPro, Inc. (Incorporated by reference from Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on November 6, 2025). 99.1 Press Release of GoPro, Inc. dated November 13, 2025 announcing the closing of the private placement of Class A Common Stock shares in accordance with the terms of the Subscription Agreement. 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: November 13, 2025 By: /s/ Brian McGee Brian McGee Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)

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