GPRO

gpro-202511058-K0001500435FALSEDelaware001-3651477-062947400015004352025-11-052025-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2025

GOPRO, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3651477-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)(I.R.S. Employer Identification No.)

3025 Clearview Way, San Mateo, CA 94402 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 332-7600

N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A common stock, par value $0.0001GPRONASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement. Amendment to Credit Agreement On November 5, 2025, GoPro (the “Company”) entered into Amendment No. 1 to Credit Agreement (the “Amendment”) with Farallon Capital Management, L.L.C., as agent, and Mateo Financing, LLC, as lender, which amends that certain Credit Agreement, dated as of August 4, 2025, by and among the Company, Mateo Financing, LLC, as lender, and Farallon Capital Management, L.L.C., as agent (as amended prior to the date hereof, the “Credit Agreement”). The Amendment, among other things, provides for a modification in the financial covenants in the Credit Agreement. The Amendment changes certain of the financial covenants to require the Company not to have EBITDA (as defined in the Amendment) of (a) less than negative $12,500,000, subject to adjustment, for the period of four consecutive fiscal quarters ending March 31, 2026, (b) less than zero, subject to adjustment, for the period of four consecutive fiscal quarters ending June 30, 2026, and (c) less than $25,000,000, subject to adjustment, for the period of four consecutive fiscal quarters ending September 30, 2026. The Agreement continues to require EBITDA not be less than $10,000,000 for the fiscal quarter ending December 31, 2025 and not less than $40,000,000 for any period of four consecutive fiscal quarters ending on or after December 31, 2026. The EBITDA thresholds, other than those for the fiscal quarter ending December 31, 2025, are subject to potential adjustments in the event of a reduction in tariff amounts in Malaysia or Thailand (or both) to a level that is 10% or lower, as described in further detail in the Amendment. To the extent there are adjustments to the tariff rates of only one of the countries, the corresponding adjustments will be apportioned accordingly. The financial covenants in the Amendment also require the Company to maintain liquidity (defined as unrestricted cash, cash equivalents and availability under existing credit facilities) of at least $40,000,000. The Amendment did not revise the other financial covenants, negative covenants, representations, warranties, or events of default of the Company pursuant to the Credit Agreement. The foregoing summary and description of the provisions of the Credit Agreement and the Amendment do not purport to be complete and are qualified in its entirety by reference to the full text of the Credit Agreement and the Amendment. The Credit Agreement and the Amendment are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Subscription Agreement On November 5, 2025, the Company entered into a Subscription Agreement with The Woodman Family Trust under Trust Agreement dated March 11, 2011, of which Mr. Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Board of Directors of the Company, is co-trustee (such trust, the “Purchas

gpro-202508118-K0001500435FALSEDelaware001-3651477-062947400015004352025-08-112025-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 11, 2025

GOPRO, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3651477-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)(I.R.S. Employer Identification No.)

3025 Clearview Way, San Mateo, CA 94402 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 332-7600

N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A common stock, par value $0.0001GPRONASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition. On August 11, 2025, GoPro, Inc. (the “Company”) issued a press release to report its financial results for its second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended (“Securities Act”), except as may be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits

Exhibit Number Description of Document 99.1 Press Release of GoPro, Inc. dated August 11, 2025 to report its financial results for its second quarter ended June 30, 2025.

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:August 11, 2025By: /s/ Brian McGee Brian McGee Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)

gpro-202505128-K0001500435FALSEDelaware001-3651477-062947400015004352025-05-122025-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 12, 2025

GOPRO, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3651477-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)(I.R.S. Employer Identification No.)

3025 Clearview Way, San Mateo, CA 94402 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 332-7600

N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A common stock, par value $0.0001GPRONASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition. On May 12, 2025, GoPro, Inc. (the “Company”) issued a press release to report its financial results for its first quarter ended March 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 Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended (“Securities Act”), except as may be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits

Exhibit Number Description of Document 99.1 Press Release of GoPro, Inc. dated May 12, 2025 to report its financial results for its first quarter ended March 31, 2025.

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:May 12, 2025By: /s/ Brian McGee Brian McGee Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)