GPRO

EX-99.1

2 gpro2026-3x31ex991xer.htm

EX-99.1

Document

EXHIBIT 99.1

GoPro Announces First Quarter Results

Revenue of $99 million

Subscription and Service Revenue of $27 million

New MISSION 1 Series of Cameras Positions GoPro to Compete at the High End of the Digital Imaging Market

SAN MATEO, Calif., May 11, 2026 - GoPro, Inc. (NASDAQ: GPRO) announced financial results for its first quarter ended March 31, 2026, and posted management commentary in the investor relations section of its website at https://investor.gopro.com. In a separate release, GoPro announced today that its Board of Directors has authorized the Company to engage in a process to review strategic alternatives, and to engage a financial advisor to assist with that process.

"In Q1, revenue of $99 million was within guidance,” Brian Tratt, GoPro’s CFO. “We made meaningful progress on key metrics—cash used in operations improved $21 million year-over-year to $37 million, operating expenses declined year-over-year, and we continued to reduce both owned and channel inventory sequentially and year-over-year.”

"Q1 and the weeks since have been a pivotal period for GoPro. The critically acclaimed launch of our MISSION 1 Series cameras represents our boldest step yet into professional imaging, and our exploration of defense, aerospace and strategic M&A opportunities reflects our belief that there is significant unrealized value in GoPro's technology, IP and brand—value we are committed to realizing on behalf of our shareholders," said Nicholas Woodman, GoPro's founder and CEO.

Q1 2026 Financial Results

•Revenue was $99 million, down 26% year-over-year.

•Sell-through was approximately 313,000 camera units, down 29% year-over-year.

•Subscription and service revenue was flat year-over-year at $27 million. GoPro subscriber count ended Q1 at 2.26 million, down 8% year-over-year.

•Revenue from the retail channel was $61 million, or 61% of total revenue and down 35% year-over-year. GoPro.com revenue, including subscription and service revenue, was $38 million, or 39% of total revenue and down 6% year-over-year.

•GAAP gross margin was 4.3% compared to 32.1% in the prior year quarter. Non-GAAP gross margin was 4.5% compared to 32.3% in the prior year quarter. GAAP and non-GAAP gross margin for Q1 2026 included a discrete $24.5 million charge related to certain component purchase commitments and $4.5 million sale of slow-moving inventory.

•GAAP net loss was $81 million, or a $(0.50) loss per share, compared to a net loss of $47 million or a $(0.30) loss per share, in the prior year quarter. Non-GAAP net loss was $58 million, or a $(0.35) loss per share, compared to a net loss of $19 million or a $(0.12) loss per share, in the prior year quarter. GAAP and non-GAAP net loss for Q1 2026 included a discrete $24.5 million charge related to certain component purchase commitments and $4.5 million sale of slow-moving inventory.

•Adjusted EBITDA was negative $50 million compared to negative $16 million in the prior year quarter.

Recent Business Highlights

•In May, GoPro launched its new MISSION 1 Series of cameras—the world's smallest, lightest, and most rugged 8K and 4K open gate, compact cinema cameras for filmmakers, creators and aspiring enthusiasts. The new lineup is comprised of three camera models—MISSION 1 PRO, MISSION 1 PRO ILS and MISSION 1. The launch of the MISSION 1 Series marks GoPro’s entrance into the high end of the digital imaging market.

•In April, GoPro announced plans to formally explore global defense and aerospace market opportunities, engaging leading management consulting firm Oliver Wyman to assess addressable market segments, product synergies, and go-to-market strategies in imaging, unmanned, and related markets representing billions of dollars in opportunity.

•In March, GoPro announced a partnership with DICK’s Sporting Goods and integration with their GameChanger app, the number-one-rated youth sports app used by more than nine million active users, for scorekeeping, live streaming, statistics, and team management. This partnership combines GoPro's industry-leading video quality with GameChanger's easy-to-use live streaming service, making it simple for families to use their GoPro to capture and share game day.

•In January, GoPro announced a partnership with ASUS, a leading Taiwanese multinational technology company, and launched a co-branded ASUS ProArt GoPro Edition laptop. The laptop was purpose-built by ASUS to support GoPro content creator workflows. Early traction has far exceeded ASUS's expectations for the ProArt line, reinforcing the strength of GoPro's brand in technology collaborations.

Results Summary:

($ in thousands, except per share amounts)Three months ended March 31,

20262025% Change

Revenue

Hardware revenue$72,150 $107,419 (32.8)%

Subscription and services revenue26,915 26,889 0.1 %

Total revenue$99,065 $134,308 (26.2)%

Gross margin

GAAP4.3 %32.1 %(2,780) bps

Non-GAAP4.5 %32.3 %(2,780) bps

Op

gpro-202602278-K0001500435FALSEDelaware001-3651477-062947400015004352026-02-272026-02-27

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): February 27, 2026

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. 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 convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) (as converted, the “Conversion Shares”). Pursuant to the Purchase Agreement, Yorkville purchased $25,000,000 in aggregate principal amount of Convertible Debentures on the signing of the Purchase Agreement (the “First Closing,” such date, the “First Closing Date”). Yorkville may purchase and the Company may issue an additional $5,000,000 on the day prior to the filing of the initial Registration Statement (as defined below). Yorkville may purchase and the Company may issue an additional $20,000,000 in aggregate principal amount of Convertible Debentures on or about the second business day following the satisfaction of certain closing conditions. The Convertible Debentures will not bear interest unless (i) certain interest rate adjustment events occur, upon which the Convertible Debentures will bear interest at an annual rate of 5.00% until such interest rate adjustment event is no longer continuing, or (ii) the Company has issued Conversion Shares that reaches a capped level within the first six months or an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual rate of 18.00%. The Convertible Debentures will mature on August 26, 2027. The Convertible Debentures will be issued at an original issue discount of 3.00%. The Convertible Debentures are convertible at the option of the holder into Common Stock equal to the applicable Conversion Amount (as defined below) divided by the Conversion Price (as defined below). The conversion price for the Convertible Debentures will be the lower of (i) $1.1453, or (ii) 98% of the lowest daily volume weighted average price of the Common Stock during the five consecutive trading days immediately preceding the date of conversion or other date of determination, but which shall not be lower than $0.1736, (the “Conversion Price”). Any portion of the Convertible Debentures may be converted at any time and from time to time, subject to the Exchange Cap (as defined below). The Conversion Amount with respect to any requested conversion will equal the principal amount requested to be converted plus all accrued and unpaid interest on the Convertible Debentures as of such conversion, with fractional shares rounded up (the “Conversion Amount”). In addition, no conversion will be permitted to the

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