GPRO · GoPro, Inc.

Summary

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.

Key takeaways

• Shelf registration of 120,000,000 Class A common shares for resale by YA II PN, Ltd., issuable from $50M Convertible Debentures at conversion price lower of $1.1453 or 98% of 5-day VWAP (floor $0.1736).
• $25M Convertible Debentures issued February 27, 2026 at 3% OID, maturing August 26, 2027, with potential interest up to 18% on default.
• GoPro receives no proceeds; pays registration fees/expenses; YA II PN, Ltd. beneficially owns 7,232,786 shares (4.99%) pre-offering as of March 13, 2026.
• Class B stockholders hold 65.9% voting power as of December 31, 2025, with CEO Nicholas Woodman controlling 63.3%.
• Nasdaq bid price non-compliance notice risk after March 6, 2026 close below $1.00; 180-day compliance period possible.
• $18.6M goodwill impairment charge recognized Q1 2025; stock closed at $0.68 on March 19, 2026.
• 11,076,968 warrants outstanding exercisable at $1.25/share until August 4, 2035.