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GoPro, Inc. designs and sells action cameras, mounts, accessories, and subscription services enabling consumers to capture and share immersive experiences globally through retailers, distributors, and GoPro.com. This S-1 shelf registration statement, filed March 20, 2026, registers up to 120,000,000 shares of Class A common stock for resale by Selling Stockholder YA II PN, Ltd., issuable upon conversion of Convertible Debentures with aggregate principal up to $50,000,000 issued under a February 27, 2026 Securities Purchase Agreement, of which $25,000,000 was purchased at First Closing at 3.00% original issue discount. GoPro receives no proceeds from these sales, covering only registration expenses. As of December 31, 2025, 136,056,130 Class A shares and 26,258,546 Class B shares were outstanding, with Class B holders controlling 65.9% voting power led by CEO Nicholas Woodman at 63.3%. Key products include HERO13 Black flagship camera, MAX2 360-camera, Premium+ subscription, and Quik app. The company faces Nasdaq delisting risk after March 6, 2026 close below $1.00 bid price, prior $18.6 million Q1 2025 goodwill impairment, stock volatility, and debt obligations including 2025 Credit Agreement. Registration facilitates liquidity for YA II PN, Ltd. amid GoPro's capital raise via convertible debt to address liquidity needs.
Offering Amount
$85.2M
Shares Offered
500,000,000
Shares Offered
120,000,000
Share Type
Class A common stock, par value $0.0001 per share
Exchange
The Nasdaq Global Select Market
Ticker
GPRO
Use of Proceeds: We will not receive any proceeds from any sale of Conversion Shares by the Selling Stockholder.
GoPro helps the world capture and share itself in immersive and exciting ways through cameras, mountable and wearable accessories, subscription and service offerings.