GoPro entered into a Securities Purchase Agreement with YA II PN, Ltd. for up to $50M in convertible debentures, issuing $25M initially at 3% OID, convertible into Class A common stock at a variable price, and amended credit agreements with Farallon and Wells Fargo to modify financial covenants, extend maturity, and increase rates. The filing also reports Q4 and full-year 2025 financial results with revenue of $202M and $652M respectively.
Key takeaways
GoPro issued $25M Convertible Debentures to Yorkville on Feb 27, 2026, with up to $50M total principal, 3% OID, maturing Aug 26, 2027.
Convertible Debentures convertible at lower of $1.1453 or 98% of 5-day VWAP (floor $0.1736), subject to 4.99% ownership cap and Nasdaq Exchange Cap.
2L Amendment to Term Loan Credit Agreement modifies EBITDA covenants starting Q2 2026 and sets minimum liquidity at $25M-$40M.
Wells Fargo Amendment extends Revolving Credit Agreement maturity to Jun 30, 2027, raises interest rates, implements borrowing base; $25.5M outstanding.
Q4 2025 revenue $202M (flat YoY), GAAP net loss $(9M) or $(0.06)/share; full year revenue $652M (-19% YoY), GAAP net loss $(93M).
Subscription revenue $106M for 2025, Q4 subscribers 2.36M (-7% YoY).