Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. (a) While preparing the proxy statement related to the transactions contemplated by the Agreement and Plan of Merger, dated as of September 1, 2026, by and among the Company, Action Acquisitions LLC and Starman Optical, Inc., and finalizing the financial records for the fiscal quarter ended September 30, 2026, the Company identified errors in the accounting for certain debt instrument…

The information appearing below under Item 4.02(a) refers to certain financial statements that the Company intends to restate. The Company identified certain errors related to accounting for certain debt instruments. The errors related to (i) the initial measurement of the liability classified warrants issued to Mateo Financing, LLC (the “Warrants”) on August 4, 2025, (ii) recognition of changes in fair value of the warrant liability at each subsequent reporting period, (iii) the accounting f…

Other Events. The Company has informed the agents under its revolving credit facility with Wells Fargo Bank, National Association and its term loan credit facility with Farallon Capital Management, L.L.C. and the holders under the Company's convertible debentures issued to YA II PN, Ltd., and its senior secured notes issued to affiliates of Nicholas Woodman, of its intention to restate its financial statements and the status of its ongoing accounting review. As the historical accounting error…

Entry into a Material Definitive Agreement. Convertible Debenture On September 8, 2026, GoPro, Inc., a Delaware corporation (the “Company”), issued a convertible debenture in the aggregate principal amount of $20,000,000 to YA II PN, Ltd. (“Yorkville”) under the terms of the previously disclosed securities purchase agreement (the “Purchase Agreement”), dated as of February 27, 2026, by and between the Company and Yorkville. The Purchase Agreement was entered into in connection with the issuan…

Unregistered Sales of Equity Securities. The information contained in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On September 1, 2026, GoPro, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Action Acquisitions LLC, a Delaware limited liability company (“Parent”), and Starman Optical, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver (…

Other Events. On September 1, 2026, GoPro, Inc. (“GoPro”) issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Action Acquisitions LLC, a Delaware limited liability company (“Parent”), and Starman Optical, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” or “Starman”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver (if waiver is permitted by appli…

CFO — Brian Tratt: The filing discloses an internal promotion of the CFO to Senior Vice President with a salary increase, which is a positive signal of retention and advancement rather than a departure.

Results of Operations and Financial Condition. On August 10, 2026, GoPro, Inc. (the “Company”) issued a press release to report its financial results for its second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 21, 2026, GoPro, Inc. (the “Company”) received a notice from The Nasdaq Stock Market (“Nasdaq”) that the Company is not in compliance with Nasdaq’s Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Class A Common Stock has been below $1.00 per share for thirty (30) consecutive business days. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has 180 calenda…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

Entry into a Material Definitive Agreement. Closing of Senior Secured Notes and Warrants On July 9, 2026, GoPro, Inc. (the “Company”) closed the sale of the Securities (as defined below) contemplated by the previously announced securities purchase agreement, dated as of July 1, 2026 (the “Purchase Agreement”), by and among certain entities (the “Buyers”) affiliated with Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Company’s board of directors. In connection with…

Other Events. Updated Financial Statements On June 1, 2026, GoPro, Inc., a Delaware corporation (the “Company”), expects to file, under the Securities Act of 1933, as amended, (i) Amendment No. 1 to Form S-1 (Reg. No. 333-294507) and (ii) Post-Effective Amendment No. 2 to Form S-1 (Reg. No. 333-289946) (together, the “Amendments”) to include certain information from the Company’s definitive proxy statement on Schedule 14A filed on April 21, 2026. In connection with the expected filing of the…

Entry into a Material Definitive Agreement. On April 16, 2026, GoPro, Inc. (the “Company”), entered into a lease agreement (the “Lease”) with PenLark, L.P. (the “Landlord”), pursuant to which the Company will lease approximately 25,000 square feet of space located at 2855 Campus Drive, San Mateo, CA 94403 (the “Premises”). The term of the Lease will commence on January 1, 2027, at which time the Company intends to relocate its corporate headquarters to the Premises. The monthly base rent due…

Results of Operations and Financial Condition. On May 11, 2026, GoPro, Inc. (the “Company”) issued a press release to report its financial results for its first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in

Costs Associated with Exit or Disposal Activities. On April 7, 2026, GoPro, Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company approved a restructuring plan (the “Restructuring Plan”) in order to reduce operating costs and drive stronger operating leverage. The Restructuring Plan is anticipated to entail a global reduction in force of approximately 145 employees, representing approximately 23% of the Company’s ending first quarter headcount of 631 employee…

Entry into a Material Definitive Agreement. Securities Purchase Agreement and Convertible Debentures On February 27, 2026, GoPro, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), in connection with the issuance and sale by the Company of convertible debentures (the “Convertible Debentures”) issuable in an aggregate principal amount of up to $50,000,000, which Convertible Debentures will be…

Results of Operations and Financial Condition. On March 5, 2026, GoPro, Inc. (the “Company”) issued a press release to report its financial results for its fourth quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

Unregistered Sales of Equity Securities. The information contained in

President & Chief Operating Officer — Brian McGee: Brian McGee was promoted to President & Chief Operating Officer while vacating his position as Chief Financial Officer.

of the Current Report on Form 8-K filed on November 6, 2025 (the “Original Form 8-K”), to provide the final purchase price and amount of shares purchased from the Company by the Woodman Family Trust. Accordingly, this Form 8-K/A should be read in conjunction with any filings made by the Company with the SEC subsequent to the date of the Original Filing.

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…

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.