GPRO / GoPro, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

As filed with the Securities and Exchange Commission on August 29, 2025.

As filed with the Securities and Exchange Commission on August 29, 2025. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GOPRO, INC. (Exact name of Registrant as specified in its charter) Delaware 3861 77-0629474 (State or other jurisdiction of incorporation or organization) (Pr

Security Type

Calculation of Filing Fee Tables S-1 GoPro, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effecti

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

GoPro Announces Second Quarter Results Revenue was $153 million Gross Margin Improved to 36.0% from 30.7% Year-over-Year

EXHIBIT 99.1 GoPro Announces Second Quarter Results Revenue was $153 million Gross Margin Improved to 36.0% from 30.7% Year-over-Year SAN MATEO, Calif., August 11, 2025 - GoPro, Inc. (NASDAQ: GPRO) announced financial results for its second quarter ended June 30, 2025, and posted management commentary, including forward-looking guidance, in the investor relations section of its website at https://

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact na

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

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 5, 2025 GOPRO, INC. (Exact

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 5, 2025 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

, 2025, by and among GoPro and Mateo Financing, LLC.

Exhibit 10.3 WARRANT AGREEMENT WARRANT AGREEMENT dated as of August 4, 2025 (this “Agreement”), between GOPRO, INC., a corporation organized under the laws of Delaware (the “Company”) and Mateo Financing LLC (“Lender”). WHEREAS, the Company, Lender, as the initial lender, and Farallon Capital Management, L.L.C., as administrative agent for the Lender and as collateral agent for itself and the othe

GoPro Raises $50 Million Secured Term Loan

GoPro Raises $50 Million Secured Term Loan SAN MATEO, Calif., Aug. 4, 2025 – GoPro, Inc. (NASDAQ: GPRO) announced it entered into a second lien credit agreement (the “Second Lien Credit Agreement”) providing for a secured term loan in an aggregate principal amount of $50 million from Farallon Capital Management, L.L.C., and certain of its affiliates (“Farallon”). The company closed the debt financ

, 2025, by and among GoPro and Wells Fargo Bank, National Association, on behalf of the lenders thereunder.

Exhibit 10.2 AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") is entered into as of August 4, 2025, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity,

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 4, 2025 GOPRO, INC. (Exact

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 4, 2025 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

, 2025, by and among GoPro and Farallon Capital Management, L.L.C., on behalf of the lenders thereunder

Exhibit 10.1 CREDIT AGREEMENT dated as of August 4, 2025 between GOPRO, INC., as Borrower, MATEO FINANCING, LLC, as Lender and FARALLON CAPITAL MANAGEMENT, L.L.C., as Agent TABLE OF CONTENTS Page SECTION 1 DEFINITIONS - 1 - 1.01. Defined Terms - 1 - 1.02. Terms Generally - 31 - 1.03. Accounting Terms; Changes in GAAP - 31 - 1.04. Divisions - 32 - 1.05. Dutch Terms - 32 - SECTION 2 COMMITMENTS AND

, 2025, by and among GoPro and Mateo Financing, LLC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 24, 2025 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

UNITED STATES INTERNATIONAL TRADE COMMISSION Washington, D.C.

Exhibit 99.1 UNITED STATES INTERNATIONAL TRADE COMMISSION Washington, D.C. In the Matter of CERTAIN CAMERAS, CAMERA SYSTEMS, AND ACCESSORIES USED THEREWITH Inv. No. 337-TA-1400 NOTICE OF INITIAL DETERMINATION ON VIOLATION OF SECTION 337 AND RECOMMENDED DETERMINATION ON REMEDY AND BOND (July 10, 2025) Per the notice of investigation, 89 Fed. Reg. 37242 (May 6, 2024), I issued the final initial dete

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): July 10, 2025 GOPRO, INC. (Exact

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): July 10, 2025 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.

ITC Determines Infringement of GoPro’s Iconic HERO Camera Design

Exhibit 99.2 ITC Determines Infringement of GoPro’s Iconic HERO Camera Design San Mateo, Calif., July 11, 2025 – Today GoPro, Inc. (NASDAQ: GPRO) announced a United States Administrative Law Judge (ALJ) of the International Trade Commission (ITC) in Washington, D.C. issued an Initial Determination, finding that China-based Insta360 violated federal law by importing and selling in the United States

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): June 3, 2025 GOPRO, INC. (Exact n

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): June 3, 2025 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R

GoPro, Inc. Conflict Minerals Report for the reporting period January 1 to December 31, 202

Exhibit 1.01 GoPro, Inc. Conflict Minerals Report For the Reporting Period January 1 to December 31, 2024 This Conflict Minerals Report (“CMR”) has been prepared by GoPro, Inc. (herein referred to, alternatively, as “GoPro,” “we” and “our”). This CMR for the reporting period January 1 to December 31, 2024 is presented to comply with the final conflict minerals implementing rules (“Final Rules”) pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36514 77-0629474 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36514 77-0629474 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 3025 Clearview Way, San Mateo, California 94402 (Address of Principal E

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

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 n

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) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R

GoPro Announces First Quarter Results Revenue of $134 million, at High-end of Guidance Subscription and Service Revenue Up 4% Year-over-Year to $27 million

EXHIBIT 99.1 GoPro Announces First Quarter Results Revenue of $134 million, at High-end of Guidance Subscription and Service Revenue Up 4% Year-over-Year to $27 million SAN MATEO, Calif., May 12, 2025 - GoPro, Inc. (NASDAQ: GPRO) announced financial results for its first quarter ended March 31, 2025, and posted management commentary, including forward-looking guidance, in the investor relations se

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

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): April 4, 2025 GOPRO, INC. (Exact

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): April 4, 2025 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.

GoPro Appoints Mick Lopez to Board of Directors Mike Dennison and Emily Culp Nominated to Join Board of Directors

Exhibit 99.1 GoPro Appoints Mick Lopez to Board of Directors Mike Dennison and Emily Culp Nominated to Join Board of Directors SAN MATEO, Calif., April 8, 2025 – Today, GoPro, Inc. (NASDAQ: GPRO) (“GoPro” or “Company”) is pleased to announce the appointment of Mick Lopez to GoPro’s Board of Directors, effective immediately. “We are excited to welcome Mick Lopez to GoPro’s Board of Directors,” said

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 25, 2025 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

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): March 19, 2025 GOPRO, INC. (Exact

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): March 19, 2025 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

WAIVER AGREEMENT

Exhibit 10.1 WAIVER AGREEMENT This WAIVER AGREEMENT (this “Waiver Agreement”) is effective as of March 19, 2025 (the “Effective Date”), by and between GoPro, Inc., a Delaware corporation (the “Company”) and Nicholas Woodman, Chief Executive Officer of the Company (“you”) with respect to the following facts: WHEREAS, your Employment Agreement (the “Agreement”) provides certain benefits if you resig

GOPRO, INC. INSIDER TRADING POLICY

EXHIBIT 19.1 GOPRO, INC. INSIDER TRADING POLICY PURPOSE GoPro Inc., (the “Company,” “we,” “us” or “our”) is committed to promoting high standards of honest and ethical business conduct and compliance with laws, rules and regulations. Because stock is an important part of the Company’s compensation program, our Board of Directors (“Board”) has adopted this Insider Trading Policy (“Policy”) governin

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Annual Report on Form 10-K of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make

List of Subsidiaries

EXHIBIT 21.01 List of Subsidiaries Name Jurisdiction of Incorporation GoPro Australia Pty Ltd Australia Forcite Helmet Systems Pty Ltd Australia GoPro do Brasil Participações Ltda. Brazil GoPro Philippines Ltd. Cayman Islands GoPro Technology (Shenzhen) Limited China GoPro Trading (Shanghai) Limited China GoPro Technology France SAS France GoPro GmbH Germany GoPro Hong Kong Limited Hong Kong GoPro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact name o

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Annual Report on Form 10-K of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

GoPro Announces Fourth Quarter and 2024 Results 2024 Revenue of $801 million Fourth Quarter Revenue of $201 million 2024 Subscription and Service Revenue of $107 million, Up 10% Year-over-Year

EXHIBIT 99.1 GoPro Announces Fourth Quarter and 2024 Results 2024 Revenue of $801 million Fourth Quarter Revenue of $201 million 2024 Subscription and Service Revenue of $107 million, Up 10% Year-over-Year SAN MATEO, Calif., February 6, 2025 - GoPro, Inc. (NASDAQ: GPRO) announced financial results for its fourth quarter and full year ended December 31, 2024, and posted management commentary, inclu

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 6, 2025 GOPRO, INC. (Exa

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 6, 2025 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

Schedule II GoPro, Inc. VALUATION AND QUALIFYING ACCOUNTS For the year ended December 31, 2024, 2023 and 2022 (in thousands) Balance at Beginning of Year Charges to Revenue Charges (Benefits) to Expense Charges to Other Accounts - Equity Deductions/W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 7, 2024 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

GoPro Announces Third Quarter Results Revenue of $259 million GoPro Subscribers Grew 2% Year-over-Year to 2.56 million Subscription and Service Revenue was $27.5 million, Up 11% Year-over-Year Announced Updated Restructuring Plan to Substantially Red

EXHIBIT 99.1 GoPro Announces Third Quarter Results Revenue of $259 million GoPro Subscribers Grew 2% Year-over-Year to 2.56 million Subscription and Service Revenue was $27.5 million, Up 11% Year-over-Year Announced Updated Restructuring Plan to Substantially Reduce Operating Expenses SAN MATEO, Calif., November 7, 2024 - GoPro, Inc. (NASDAQ: GPRO) announced financial results for its third quarter

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2024 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (C

Costs Associated with Exit or Disposal Activities

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 19, 2024 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (

GoPro Announces Second Quarter Results Revenue of $186 million was 9% Above Guidance GoPro Subscribers Grew 4% Year-over-Year to 2.53 million Subscription and Service Revenue was $26 million, up 8% Year-over-Year

EXHIBIT 99.1 GoPro Announces Second Quarter Results Revenue of $186 million was 9% Above Guidance GoPro Subscribers Grew 4% Year-over-Year to 2.53 million Subscription and Service Revenue was $26 million, up 8% Year-over-Year SAN MATEO, Calif., August 6, 2024 - GoPro, Inc. (NASDAQ: GPRO) announced financial results for its second quarter ended June 30, 2024, and posted management commentary, inclu

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 6, 2024 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

Schedule II GoPro, Inc. VALUATION AND QUALIFYING ACCOUNTS For the year ended December 31, 2024, 2023 and 2022 (in thousands) Balance at Beginning of Year Charges to Revenue Charges (Benefits) to Expense Charges to Other Accounts - Equity Deductions/W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact na

June 10, 2024

GoPro, Inc. 3025 Clearview Way San Mateo, California 94402 United States of America www.gopro.com June 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549-7010 Attention: Julie Sherman Christie Wong Re: GoPro, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 10-Q

Submission of Matters to a Vote of Security Holders

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): June 4, 2024 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R

GoPro, Inc. Conflict Minerals Report for the reporting period January 1 to December 31, 202

Exhibit 1.01 GoPro, Inc. Conflict Minerals Report For the Reporting Period January 1 to December 31, 2023 This Conflict Minerals Report (“CMR”) has been prepared by GoPro, Inc. (herein referred to, alternatively, as “GoPro,” “we” and “our”). This CMR for the reporting period January 1 to December 31, 2023 is presented to comply with the final conflict minerals implementing rules (“Final Rules”) pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36514 77-0629474 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36514 77-0629474 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 3025 Clearview Way, San Mateo, California 94402 (Address of Principal E

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

Schedule II GoPro, Inc. VALUATION AND QUALIFYING ACCOUNTS For the year ended December 31, 2024, 2023 and 2022 (in thousands) Balance at Beginning of Year Charges to Revenue Charges (Benefits) to Expense Charges to Other Accounts - Equity Deductions/W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact n

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 7, 2024 GOPRO, INC. (Exact na

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 7, 2024 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.

May 7, 2024

GoPro, Inc. 3025 Clearview Way San Mateo, California 94402 United States of America www.gopro.com May 7, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549-7010 Attention: Julie Sherman Christie Wong Re: GoPro, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 File No. 00

GoPro Announces First Quarter Results Revenue of $155 million was 7% Above Guidance GoPro Subscribers Grew 6% Year-over-Year to 2.5 million Subscription and Service Revenue was $26 million, up 12% Year-over-Year

EXHIBIT 99.1 GoPro Announces First Quarter Results Revenue of $155 million was 7% Above Guidance GoPro Subscribers Grew 6% Year-over-Year to 2.5 million Subscription and Service Revenue was $26 million, up 12% Year-over-Year SAN MATEO, Calif., May 7, 2024 - GoPro, Inc. (NASDAQ: GPRO) announced financial results for its first quarter ended March 31, 2024 and posted management commentary, including

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

Costs Associated with Exit or Disposal Activities

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): March 26, 2024 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

GPRO / GoPro, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: GoPro, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 38268T103 Date of Event Which Requires Filing of this Statement: February 29, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

GPRO / GoPro, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01035-goproincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: GoPro, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 38268T103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate

As filed with the Securities and Exchange Commission on February 9, 2024

As filed with the Securities and Exchange Commission on February 9, 2024 Registration No.

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of GoPro, Inc.

GOPRO, INC. COMPENSATION RECOVERY POLICY Adopted and approved on November 09, 2023 and effective upon the Listing Rule Effective Date

EXHIBIT 97 GOPRO, INC. COMPENSATION RECOVERY POLICY Adopted and approved on November 09, 2023 and effective upon the Listing Rule Effective Date 1.Purpose GoPro, Inc. (collectively with its subsidiaries, the “Company”) has adopted this Compensation Recovery Policy (this “Policy”). This Policy is designed to comply with Section 10D of the Exchange Act and explains when the Company will be required

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-269692, 333-262664, 333-253060, 333-236464, 333-229725, 333-223081, 333-216109, 333-210408, 333-209866, 333-202191 and 333-197033) of GoPro, Inc. of our report dated February 9, 2024 relating to the financial statements, fin

List of Subsidiaries

EXHIBIT 21.01 List of Subsidiaries Name Jurisdiction of Incorporation GoPro Australia Pty Ltd Australia GoPro do Brasil Participações Ltda. Brazil GoPro Philippines Ltd. Cayman Islands GoPro Technology (Shenzhen) Limited China GoPro Trading (Shanghai) Limited China GoPro Technology France SAS France GoPro GmbH Germany GoPro Hong Kong Limited Hong Kong GoPro G.K. Japan GoPro B.V. The Netherlands Go

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact name o

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Annual Report on Form 10-K of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

Consent of Fenwick & West LLP (included in Exhibit 5.01).

EXHIBIT 5.01 February 9, 2024 GoPro, Inc. 3025 Clearview Way San Mateo, CA 94402 Re: Registration Statement on Form S-8 Ladies and Gentlemen: As counsel to GoPro, Inc., a Delaware corporation (the “Company”), we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about Fe

Filing Fee Table

Exhibit 1.07 Calculation of Filing Fee Tables Form S-8 (Form Type) GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common stock, par value $0.

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Annual Report on Form 10-K of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

February 7th, 2024

EXHIBIT 99.2 February 7th, 2024 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q4 & Full Year 2023 Earnings Call Christopher Clark Vice President, Corporate Communications, GoPro, Inc. Enclosed is GoPro’s fourth quarter and full year 2023 earnings report. Following this brief introduction is management commentary from GoPro’s CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary m

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 7, 2024 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.

GoPro Announces Fourth Quarter and 2023 Results 2023 Revenue of $1.0 billion 3 million Camera Units Sold, up 6% Year-over-Year GoPro Subscribers Grew 12% Year-over-Year to 2.5 million Subscription and Service Revenue was $97 million, up 18% Year-over

EXHIBIT 99.1 GoPro Announces Fourth Quarter and 2023 Results 2023 Revenue of $1.0 billion 3 million Camera Units Sold, up 6% Year-over-Year GoPro Subscribers Grew 12% Year-over-Year to 2.5 million Subscription and Service Revenue was $97 million, up 18% Year-over-Year SAN MATEO, Calif., February 7, 2024 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its fourth quarter and full

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 7, 2024 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

February 7th, 2024

EXHIBIT 99.2 February 7th, 2024 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q4 & Full Year 2023 Earnings Call Christopher Clark Vice President, Corporate Communications, GoPro, Inc. Enclosed is GoPro’s fourth quarter and full year 2023 earnings report. Following this brief introduction is management commentary from GoPro’s CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary m

GPRO / GoPro, Inc. / Woodman Nicholas - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* GoPro, Inc. (Name of Issuer) Class A Common Stock, par value $.0001 per share (Title of Class of Securities) 38268T 10 3 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

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 16, 2023 GOPRO, INC. (Ex

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 16, 2023 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

Other Events

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 9, 2023 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exa

GoPro Announces Third Quarter 2023 Results Revenue of $294 million, 5% Above Mid-Point of Guidance GoPro Subscribers Grew 20% Year-over-Year to 2.5 million Subscription and Service Revenue was $25 million or 9% of Revenue, up 16% Year-over-Year

EXHIBIT 99.1 GoPro Announces Third Quarter 2023 Results Revenue of $294 million, 5% Above Mid-Point of Guidance GoPro Subscribers Grew 20% Year-over-Year to 2.5 million Subscription and Service Revenue was $25 million or 9% of Revenue, up 16% Year-over-Year SAN MATEO, Calif., November 7, 2023 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its third quarter ended September 30, 2

November 7th, 2023

EXHIBIT 99.2 November 7th, 2023 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q3 2023 Earnings Call Christopher Clark Vice President, Corporate Communications, GoPro, Inc. Enclosed is GoPro’s third quarter 2023 earnings report. Following this brief introduction is management commentary from GoPro’s CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary may include forward-looking

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 7, 2023 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact na

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 3, 2023 GOPRO, INC. (Exact

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 3, 2023 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

LEASE AGREEMENT

5225 Avenida Encinas/GoPro, Inc.- Page 1 EXHIBIT 10.03 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 17 day of April, 2023, between CARLSBAD1-COMMERCE, LLC, a Delaware limited liability company (“Landlord”), and GOPRO, INC., a Delaware corporation (“Tenant”). BASIC LEASE PROVISIONS Building: 5225 Avenida Encinas, Carlsbad, California 92008 Premises: The entire Building, containi

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

August 3rd, 2023

EXHIBIT 99.2 August 3rd, 2023 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q2 2023 Earnings Call Christopher Clark Vice President, Corporate Communications, GoPro, Inc. Enclosed is GoPro’s second quarter 2023 earnings report. Following this brief introduction is management commentary from GoPro’s CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary may include forward-looking s

GoPro Announces Second Quarter 2023 Results Revenue of $241 million was 10% Above Guidance GoPro Subscribers Grew 27% Year-over-Year to 2.44 million, Exceeding Expectations Subscription and Service Revenue was $24 million or 10% of Revenue, up 21% Ye

EXHIBIT 99.1 GoPro Announces Second Quarter 2023 Results Revenue of $241 million was 10% Above Guidance GoPro Subscribers Grew 27% Year-over-Year to 2.44 million, Exceeding Expectations Subscription and Service Revenue was $24 million or 10% of Revenue, up 21% Year-over-Year SAN MATEO, Calif., August 3, 2023 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its second quarter ende

GOPRO, INC. 2024 EQUITY INCENTIVE PLAN

Exhibit 10.1 GOPRO, INC. 2024 EQUITY INCENTIVE PLAN 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Company’s future

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): June 6, 2023 GOPRO, INC. (Exact n

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): June 6, 2023 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R

GOPRO, INC. 2024 EMPLOYEE STOCK PURCHASE PLAN

Exhibit 10.2 GOPRO, INC. 2024 EMPLOYEE STOCK PURCHASE PLAN 1.PURPOSE. The purpose of this Plan is to provide eligible employees of the Company and the Participating Corporations with a means of acquiring an equity interest in the Company through Contributions, to enhance such employees’ sense of participation in the affairs of the Company. Capitalized terms not defined elsewhere in the text are de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

GoPro, Inc. Conflict Minerals Report for the reporting period January 1 to December 31, 202

Exhibit 1.01 GoPro, Inc. Conflict Minerals Report For the Reporting Period January 1 to December 31, 2022 This Conflict Minerals Report (“CMR”) has been prepared by GoPro, Inc. (herein referred to, alternatively, as “GoPro,” “we” and “our”). This CMR for the reporting period January 1 to December 31, 2022 is presented to comply with the final conflict minerals implementing rules (“Final Rules”) pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36514 77-0629474 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36514 77-0629474 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 3025 Clearview Way, San Mateo, California 94402 (Address of Principal E

Q1’23

EXHIBIT 99.2 May 9th, 2023 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q1 2023 Earnings Call Christopher Clark Vice President, Corporate Communications, GoPro, Inc. Enclosed is GoPro’s first quarter 2023 earnings report. Following this brief introduction is management commentary from GoPro’s CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary may include forward-looking state

VALUATION AND QUALIFYING ACCOUNTS For the year ended December 31, 2023, 2022 and 2021 (in thousands) Balance at Beginning of Year Charges to Revenue Charges (Benefits) to Expense Charges to Other Accounts - Equity Deductions/Write-offs Balance at End

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact n

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

GoPro Announces First Quarter 2023 Results Revenue of $175 million was 6% Above Guidance on Stronger Demand GoPro Subscribers Grew 36% Year-over-Year to 2.36 million Subscription and Service Revenue of $23 million, up 24% Year-over-Year

EXHIBIT 99.1 GoPro Announces First Quarter 2023 Results Revenue of $175 million was 6% Above Guidance on Stronger Demand GoPro Subscribers Grew 36% Year-over-Year to 2.36 million Subscription and Service Revenue of $23 million, up 24% Year-over-Year SAN MATEO, Calif., May 9, 2023 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its first quarter ended March 31, 2023 and posted ma

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2023 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.01 AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 10, 2023, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

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): March 10, 2023 GOPRO, INC. (Exact

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): March 10, 2023 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 28, 2023 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

Financial Statements and Exhibits, Other Events

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 9, 2023 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

GoPro's Board of Directors Authorizes $40 Million in Additional Share Repurchases

EXHIBIT 99.1 GoPro's Board of Directors Authorizes $40 Million in Additional Share Repurchases SAN MATEO, Calif. – February 15, 2023 – GoPro, Inc. (NASDAQ: GPRO) announced today that its board of directors has authorized the company to repurchase an additional $40 million of its Class A common stock. In 2022, the board of directors authorized the repurchase of up to $100 million of its Class A com

GPRO / GoPro Inc / Prentice Capital Management, LP - SC 13G/A Passive Investment

SC 13G/A 1 tm236686d4sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13G/A Amendment No. 4 GOPRO, INC. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 38268T103 (CUSIP Number of Class of Securities) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this annual report on Form 10-K of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

List of Subsidiaries

EXHIBIT 21.01 List of Subsidiaries Name Jurisdiction of Incorporation GoPro Australia Pty Ltd Australia GoPro do Brasil Participações Ltda. Brazil GoPro Philippines Ltd. Cayman Islands GoPro Technology (Shenzhen) Limited China GoPro Trading (Shanghai) Limited China GoPro Technology France SAS France GoPro GmbH Germany GoPro Hong Kong Limited Hong Kong GoPro G.K. Japan GoPro B.V. The Netherlands Go

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this annual report on Form 10-K of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-262664, 333-253060, 333-236464, 333-229725, 333-223081, 333-216109, 333-210408, 333-209866, 333-202191 and 333-197033) of GoPro, Inc. of our report dated February 10, 2023 relating to the financial statements, financial stat

As filed with the Securities and Exchange Commission on February 10, 2023

As filed with the Securities and Exchange Commission on February 10, 2023 Registration No.

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact name o

EX-10.13

July 7, 2016 Kevin Hinge Via Email Dear Kevin: We are pleased to offer you a position at GoPro Inc.

Filing Fee Table

Calculation of Filing Fee Tables Form S-8 (Form Type) GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common stock, par value $0.0001 per shar

EX-10.12

EX-10.12 2 gpro2022-12x31exhibit1012.htm EX-10.12 March 5, 2014 Dean Jahnke Dear Dean: We are pleased to offer you a position with GoPro Inc. (the "Company"), as an Area Manager reporting to Heather Squire working remotely. If you decide to join us, you will receive an annual salary of One Hundred and Fifty Thousand Dollars ($150,000), which will be paid semi monthly on the 15th and last day of th

GPRO / GoPro Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01002-goproincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: GoPro Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 38268T103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate

Q4’22

EXHIBIT 99.2 February 2nd, 2023 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q4 & Full Year 2022 Earnings Call Christopher Clark Vice President, Corporate Communications, GoPro, Inc. Enclosed is GoPro’s fourth quarter and full year 2022 earnings report. Following this brief introduction is management commentary from GoPro’s CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary m

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 2, 2023 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

GoPro Announces Fourth Quarter and 2022 Results 2022 Revenue of $1.09 Billion 2022 GAAP EPS of $0.18 and non-GAAP EPS of $0.47 2022 Direct-to-Consumer Revenue of $411 million, up 5% Year-over-Year 2022 Subscription and Service Revenue of $82 million,

EXHIBIT 99.1 GoPro Announces Fourth Quarter and 2022 Results 2022 Revenue of $1.09 Billion 2022 GAAP EPS of $0.18 and non-GAAP EPS of $0.47 2022 Direct-to-Consumer Revenue of $411 million, up 5% Year-over-Year 2022 Subscription and Service Revenue of $82 million, up 52% Year-over-Year GoPro Subscribers Grew 43% Year-over-Year to 2.25 Million SAN MATEO, Calif., February 2, 2023 - GoPro, Inc. (NASDA

GPRO / GoPro Inc / Woodman Nicholas - SC 13G/A Passive Investment

SC 13G/A 1 tm234941d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* GoPro, Inc. (Name of Issuer) Class A Common Stock, par value $.0001 per share (Title of Class of Securities) 38268T 10 3 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Che

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 3, 2022 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exa

GoPro Announces Third Quarter 2022 Results GoPro Subscribers Grew 55% year-over-year to 2.1 million GAAP EPS of $0.10 and non-GAAP EPS of $0.19 Revenue of $305 Million 3% Above Consensus

EXHIBIT 99.1 GoPro Announces Third Quarter 2022 Results GoPro Subscribers Grew 55% year-over-year to 2.1 million GAAP EPS of $0.10 and non-GAAP EPS of $0.19 Revenue of $305 Million 3% Above Consensus SAN MATEO, Calif., November 3, 2022 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its third quarter ended September 30, 2022, and posted management commentary in the investor rela

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

November 3rd, 2022

EXHIBIT 99.2 November 3rd, 2022 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q3 2022 Earnings Call Jalene Hoover Vice President, Investor Relations, GoPro, Inc. Enclosed is GoPro?s third quarter 2022 earnings report. Following this brief introduction is management commentary from GoPro?s CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary may include forward-looking statements

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact na

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

GoPro Announces Second Quarter 2022 Results GoPro Subscribers up 65% year-over-year to 1.91 million GAAP EPS of $0.02 and non-GAAP EPS of $0.08 Camera Sell-through at High-end of Q2 Guidance

EXHIBIT 99.1 GoPro Announces Second Quarter 2022 Results GoPro Subscribers up 65% year-over-year to 1.91 million GAAP EPS of $0.02 and non-GAAP EPS of $0.08 Camera Sell-through at High-end of Q2 Guidance SAN MATEO, Calif., August 4, 2022 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its second quarter ended June 30, 2022 and posted management commentary on the investor relatio

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 4, 2022 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

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EXHIBIT 99.2 August 4th, 2022 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q2 2022 Earnings Call Jalene Hoover Vice President, Investor Relations, GoPro, Inc. Enclosed is GoPro’s second quarter 2022 earnings report. Following this brief introduction is management commentary from GoPro’s CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary may include forward-looking statements.

Submission of Matters to a Vote of Security Holders

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): June 7, 2022 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36514 77-0629474 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36514 77-0629474 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 3025 Clearview Way, San Mateo, California 94402 (Address of Principal E

GoPro, Inc. Conflict Minerals Report for the reporting period January 1 to December 31, 202

Exhibit 1.01 GoPro, Inc. Conflict Minerals Report For the Reporting Period January 1 to December 31, 2021 This Conflict Minerals Report (“CMR”) has been prepared by GoPro, Inc. (herein referred to, alternatively, as “GoPro,” “we” and “our”). This CMR for the reporting period January 1 to December 31, 2021 is presented to comply with the final conflict minerals implementing rules (“Final Rules”) pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact n

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2022 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

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EXHIBIT 99.2 May 5th, 2022 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q1 2022 Earnings Call Jalene Hoover Vice President, Investor Relations, GoPro, Inc. Enclosed is GoPro’s first quarter 2022 earnings report. Following this brief introduction is management commentary from GoPro’s CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary may include forward-looking statements. For

GoPro Announces First Quarter 2022 Results Revenue up 6% year-over-year to $217 million GAAP EPS of $0.04 and non-GAAP EPS of $0.09 GoPro Subscribers up 85% year-over-year to 1.74 million Cash & Investments Increased 52% year-over-year to $450 millio

EXHIBIT 99.1 GoPro Announces First Quarter 2022 Results Revenue up 6% year-over-year to $217 million GAAP EPS of $0.04 and non-GAAP EPS of $0.09 GoPro Subscribers up 85% year-over-year to 1.74 million Cash & Investments Increased 52% year-over-year to $450 million SAN MATEO, Calif., May 5, 2022 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its first quarter ended March 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

GPRO / GoPro Inc / Prentice Capital Management, LP - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13G/A (Amendment No. 3) GOPRO, INC. (Name of Issuer) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 38268T103 (CUSIP Number of Class of Securities) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Filing Fee Table

Calculation of Filing Fee Tables Form S-8 (Form Type) GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common stock, par value $0.0001 per shar

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

Base Rent per Month

DocuSign Envelope ID: 9D3984A8-C93D-4572-92CA-7EC58C858956 DocuSign Envelope ID: E08B573C-4FE7-43C4-9202-7909BF8CD27D EXHIBIT 10.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-253060, 333-236464, 333-229725, 333-223081, 333-216109, 333-210408, 333-209866, 333-202191 and 333-197033) of GoPro, Inc. of our report dated February 11, 2022 relating to the financial statements and financial statement sch

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this Annual Report on Form 10-K of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

As filed with the Securities and Exchange Commission on February 11, 2022 Registration No.

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this annual report on Form 10-K of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

EXHIBIT 21.01 List of Subsidiaries Name Jurisdiction of Incorporation GoPro Australia Pty Ltd Australia GoPro do Brasil Participações Ltda. Brazil GoPro Philippines Ltd. Cayman Islands GoPro Technology (Shenzhen) Limited China GoPro Trading (Shanghai

EXHIBIT 21.01 List of Subsidiaries Name Jurisdiction of Incorporation GoPro Australia Pty Ltd Australia GoPro do Brasil Participa??es Ltda. Brazil GoPro Philippines Ltd. Cayman Islands GoPro Technology (Shenzhen) Limited China GoPro Trading (Shanghai) Limited China GoPro Technology France SAS France GoPro GmbH Germany GoPro Hong Kong Limited Hong Kong GoPro GK Japan GoPro Co?peratief U.A. The Neth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact name o

GPRO / GoPro Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: GoPro Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 38268T103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

GoPro Announces Fourth Quarter and Full Year 2021 Results 2021 Revenue up 30% to $1.16 Billion 2021 Gross Margin Increased 580 bps to 41.1% 2021 GAAP EPS of $2.27 and non-GAAP EPS of $0.90 2021 Cash & Investments Grew 64% to $539 Million Board Approv

EXHIBIT 99.1 GoPro Announces Fourth Quarter and Full Year 2021 Results 2021 Revenue up 30% to $1.16 Billion 2021 Gross Margin Increased 580 bps to 41.1% 2021 GAAP EPS of $2.27 and non-GAAP EPS of $0.90 2021 Cash & Investments Grew 64% to $539 Million Board Approves Stock Repurchase Program of up to $100 Million SAN MATEO, Calif., February 3, 2022 - GoPro, Inc. (NASDAQ: GPRO) today announced financ

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EXHIBIT 99.2 February 3rd, 2022 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q4 and Full Year 2021 Earnings Call Jalene Hoover Vice President, Investor Relations, GoPro, Inc. Enclosed is GoPro?s fourth quarter and 2021 earnings report. Following this brief introduction is management commentary from GoPro's CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary may include forward

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 3, 2022 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

GPRO / GoPro Inc / Woodman Nicholas - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* GoPro, Inc. (Name of Issuer) Class A Common Stock, par value $.0001 per share (Title of Class of Securities) 38268T 10 3 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this quarterly report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 4, 2021 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

GoPro Announces Third Quarter 2021 Results Revenue of $317 million, up 13% Year-over-Year Gross Margin of 43.6% (GAAP) and 43.8% (non-GAAP) Profitable on a GAAP and non-GAAP Basis with Earnings of $1.92 and $0.34 per Share GoPro Subscribers up 168% Y

EXHIBIT 99.1 GoPro Announces Third Quarter 2021 Results Revenue of $317 million, up 13% Year-over-Year Gross Margin of 43.6% (GAAP) and 43.8% (non-GAAP) Profitable on a GAAP and non-GAAP Basis with Earnings of $1.92 and $0.34 per Share GoPro Subscribers up 168% Year-over-Year to 1.34 million SAN MATEO, Calif., November 4, 2021 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its

(in thousands) Severance Other Total Restructuring liability as of December 31, 2017 — 3,550 3,550 Restructuring charges (1) — 4,783 4,783 Cash paid — (3,293) (3,293) Non-cash charges — 627 627 Restructuring liability as of December 31, 2018 — 5,667

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exa

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

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EXHIBIT 99.2 November 4th, 2021 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q3 2021 Earnings Call Jalene Hoover Vice President, Investor Relations, GoPro, Inc. Enclosed is GoPro?s third quarter 2021 earnings report. Following this brief introduction is management commentary from GoPro CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary may include forward-looking statements.

GoPro Appoints Shaz Kahng to Board of Directors

EX-99.1 2 prexh991.htm EX-99.1 EXHIBIT 99.1 GoPro Appoints Shaz Kahng to Board of Directors SAN MATEO, Calif., October 12, 2021 – GoPro, Inc. (NASDAQ: GPRO) today announced that Shaz Kahng, a distinguished corporate leader and advisor, has joined GoPro’s Board of Directors. Ms. Kahng brings a wealth of executive experience to GoPro’s board – her career highlights include holding several leadership

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 7, 2021 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

(in thousands) Severance Other ROU Asset Impairment Total Restructuring liability as of December 31, 2019 $ — $ — $ — $ — Restructuring charges 7,287 5,800 12,460 25,547 Cash paid (7,238) (1,592) — (8,830) Non-cash reductions — (4,169) (12,460) (16,6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact na

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EXHIBIT 99.2 August 5th, 2021 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q2 2021 Earnings Call Christopher Clark Vice President, Corporate Communications, GoPro, Inc. Enclosed is GoPro?s second quarter 2021 earnings report. Following this brief introduction is management commentary from GoPro CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary may include forward-looking sta

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2021 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

GoPro Announces Second Quarter 2021 Results Revenue up 86% Year-over-Year to $250 Million GoPro.com Revenue up 48% Year-over-Year to $88 Million GoPro Subscribers up 211% Year-over-Year to 1,160,000 Profitable on a GAAP and non-GAAP Basis of $0.10 an

EXHIBIT 99.1 GoPro Announces Second Quarter 2021 Results Revenue up 86% Year-over-Year to $250 Million GoPro.com Revenue up 48% Year-over-Year to $88 Million GoPro Subscribers up 211% Year-over-Year to 1,160,000 Profitable on a GAAP and non-GAAP Basis of $0.10 and $0.12 per Share SAN MATEO, Calif., August 5, 2021 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its second quarter

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this quarterly report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

Submission of Matters to a Vote of Security Holders

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): June 1, 2021 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36514 77-0629474 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GoPro, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36514 77-0629474 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 3000 Clearview Way, San Mateo, California 94402 (Address of Principal E

GoPro, Inc. Conflict Minerals Report for the reporting period January 1 to December 31, 2020.

EX-1.01 2 exhibit101cmr.htm EX-1.01 Exhibit 1.01 GoPro, Inc. Conflict Minerals Report For the Reporting Period January 1 to December 31, 2020 This Conflict Minerals Report (“CMR”) has been prepared by GoPro, Inc. (herein referred to, alternatively, as “GoPro,” “we” and “our”). This CMR for the reporting period January 1 to December 31, 2020 is presented to comply with the final conflict minerals i

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EXHIBIT 99.2 May 6th, 2021 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q1 2021 Earnings Call Christopher Clark Vice President, Corporate Communications, GoPro, Inc. Enclosed is GoPro?s first quarter 2021 earnings report. Following this brief introduction is management commentary from GoPro CEO, Nicholas Woodman, and CFO and COO, Brian McGee. This commentary may include forward-looking stateme

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this quarterly report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 6, 2021 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact n

GoPro Announces First Quarter 2021 Results Revenue of $204 Million up 71% Year-over-Year GoPro.com Revenue Increased 224% Year-over-Year to $82 Million, Capturing 40% of Revenue Launched Quik App Subscription for Smartphone Users GoPro Subscription S

EXHIBIT 99.1 GoPro Announces First Quarter 2021 Results Revenue of $204 Million up 71% Year-over-Year GoPro.com Revenue Increased 224% Year-over-Year to $82 Million, Capturing 40% of Revenue Launched Quik App Subscription for Smartphone Users GoPro Subscription Surpassed One Million Subscribers in April SAN MATEO, Calif., May 6, 2021 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results f

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 GoPro, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) (CUSIP Number) Decem

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 GoPro, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 38268T103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Sch

JOINT FILING AGREEMENT

Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, $0.

CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, GOPRO, INC. as a Borrower Dated as of January 22, 2021

Exhibit 10.22 CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and GOPRO, INC. as a Borrower Dated as of January 22, 2021 TABLE OF CONTENTS Page 1. DEFINITIONS AND CONSTRUCTION. 1 1.1. Definitions 1 1.2. Accounting Terms 56 1.3. Code 57 1.4. Construction 57 1.5. Time References 58 1.6. Schedules and Exhibits 58 1.7.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-236464, 333-229725, 333-223081, 333-216109, 333-210408, 333-209866, 333-202191 and 333-197033) of GoPro, Inc. of our report dated February 12, 2021 relating to the financial statements and financial statement schedule and th

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

As filed with the Securities and Exchange Commission on February 12, 2021 Registration No.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact name o

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

EX-10.11

Exhibit 10.11 March 26, 2020 Aim?e Lapic [email protected] Dear Aimee: We are pleased to offer you a position at GoPro Inc. (the "Company"), as a SVP, Chief Digital Officer reporting to Nicholas Woodman in our San Mateo office. If you decide to join us, you will receive an annual salary of $415,000 USD, which will be paid every other Friday in accordance with the Company's normal payroll proce

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this annual report on Form 10-K of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this annual report on Form 10-K of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make

EXHIBIT 21.01 List of Subsidiaries Name Jurisdiction of Incorporation GoPro Australia Pty Ltd Australia GoPro do Brasil Participações Ltda. Brazil GoPro Philippines Ltd. Cayman Islands GoPro Technology (Shenzhen) Limited China GoPro Trading (Shanghai

EXHIBIT 21.01 List of Subsidiaries Name Jurisdiction of Incorporation GoPro Australia Pty Ltd Australia GoPro do Brasil Participa??es Ltda. Brazil GoPro Philippines Ltd. Cayman Islands GoPro Technology (Shenzhen) Limited China GoPro Trading (Shanghai) Limited China GoPro Technology France SAS France GoPro GmbH Germany GoPro Hong Kong Limited Hong Kong GoPro GK Japan GoPro Co?peratief U.A. The Neth

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: GoPro Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 38268T103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* GoPro, Inc. (Name of Issuer) Class A Common Stock, par value $.0001 per share (Title of Class of Securities) 38268T 10 3 (CUSIP Number) December 31, 2020 (Date of Event Which R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* GoPro, Inc. (Name of Issuer) Class A Common Stock, par value $.0001 per share (Title of Class of Securities) 38268T 10 3 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

GoPro Announces Fourth Quarter and Full Year 2020 Results Subscribers Grow 145% Year-over-Year to 761,000 Cash Flow from Operations of $108 Million in Q4 2020 Q4 2020 GAAP EPS of $0.28; Non-GAAP EPS of $0.39

EXHIBIT 99.1 GoPro Announces Fourth Quarter and Full Year 2020 Results Subscribers Grow 145% Year-over-Year to 761,000 Cash Flow from Operations of $108 Million in Q4 2020 Q4 2020 GAAP EPS of $0.28; Non-GAAP EPS of $0.39 SAN MATEO, Calif., February 4, 2021 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its fourth quarter and full year ended December 31, 2020 and posted manageme

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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 4, 2021 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

2

EXHIBIT 99.2 February 4th, 2021 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q4 and Full Year 2020 Earnings Call Christopher Clark Vice President, Corporate Communications, GoPro, Inc. Enclosed is GoPro’s fourth quarter and full year 2020 earnings report. Following this brief introduction is management commentary from GoPro CEO, Nicholas Woodman, and CFO and COO, Brian McGee. I'd like to remin

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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): January 22, 2021 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

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 24, 2020 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

2

Exhibit 99.2 [Dealer] [Dealer Address] November 23, 2020 To: GoPro, Inc. 3025 Clearview Way San Mateo, CA 94402 Attention: General Counsel Telephone No.: +1 (650) 332-7600 Re: Additional Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and GoPro, Inc. (“C

Indenture, dated as of November 24, 2020, between the Company and Wells Fargo Bank, National Association (including the form of 1.25% convertible senior notes due 2025)

EX-4.1 2 gpro2020-11x24exhibit41.htm EX-4.1 EXHIBIT 4.1 GOPRO, INC. 1.25% CONVERTIBLE SENIOR NOTES DUE 2025 INDENTURE DATED AS OF NOVEMBER 24, 2020 WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE TABLE OF CONTENTS PAGE Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 12 Section 1.03. Rules of Construction 12 Section 1.04. Reference

2

EX-99.1 3 gpro2020-11x24ex991.htm EX-99.1 Exhibit 99.1 [Dealer] [Dealer Address] November 19, 2020 To: GoPro, Inc. 3025 Clearview Way San Mateo, CA 94402 Attention: General Counsel Telephone No.: +1 (650) 332-7600 Re: Base Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [De

Financial Statements and Exhibits, Other Events - 8-K

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 20, 2020 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

GoPro Prices $125.0 Million of 1.25% Convertible Senior Notes due 2025

EXHIBIT 99.1 GoPro Prices $125.0 Million of 1.25% Convertible Senior Notes due 2025 SAN MATEO, Calif., November 19, 2020 - GoPro, Inc. (NASDAQ: GPRO) (“GoPro”) today announced that it has priced $125.0 million aggregate principal amount of 1.25% convertible senior notes due 2025 (the “notes”). The size of the offering was increased from the previously announced $100.0 million in aggregate principa

Financial Statements and Exhibits, Other Events - 8-K

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 18, 2020 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

GoPro to Offer $100.0 Million of Convertible Senior Notes due 2025

EX-99.1 2 gpro2020-11x18exh991.htm EX-99.1 EXHIBIT 99.1 GoPro to Offer $100.0 Million of Convertible Senior Notes due 2025 SAN MATEO, Calif., November 18, 2020 - GoPro, Inc. (NASDAQ: GPRO) (“GoPro”) today announced that it proposes to offer $100.0 million aggregate principal amount of convertible senior notes due 2025 (the “notes”), subject to market conditions and other factors. The notes are to

GPRO / GoPro, Inc. / JPMORGAN CHASE & CO - FILING GOPRO, INC. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* GOPRO, INC. (Name of Issuer) Class A common stock, $0.001 par value (Title of Class of Securities) 38268T103 (CUSIP Number) October 30, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm2035299d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

JOINT FILING AGREEMENT

Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, $0.

GPRO / GoPro, Inc. / D. E. SHAW & CO, L.P. - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GoPro, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 38268T103 (CUSIP Number) October 27, 2020 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: ¨ R

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Woodman, Chief Executive Officer of GoPro, Inc., do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my kn

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exa

GoPro Announces Third Quarter 2020 Results Revenue of $281 Million up 109% Sequentially Subscribers Surpassed 500,000, up 35% Sequentially Achieved GAAP and Non-GAAP Profitability

EXHIBIT 99.1 GoPro Announces Third Quarter 2020 Results Revenue of $281 Million up 109% Sequentially Subscribers Surpassed 500,000, up 35% Sequentially Achieved GAAP and Non-GAAP Profitability SAN MATEO, Calif., November 5, 2020 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its third quarter ended September 30, 2020, and posted management commentary on its investor relations w

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Nicholas Woodman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

EXHIBIT 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED UNDER RULE 13(a)-14(a) AND 15(d)-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Brian McGee, certify that: 1. I have reviewed this quarterly report on Form 10-Q of GoPro, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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, 2020 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 001-36514 77-0629474 (State or Other Jurisdiction of Incorporation) (Commission File No.)

2

EXHIBIT 99.2 November 5th, 2020 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q3 2020 Earnings Call Management Commentary Christopher Clark Vice President, Corporate Communications, GoPro, Inc. Enclosed is GoPro’s Q3 2020 earnings report. Following this brief introduction is management commentary from GoPro CEO, Nicholas Woodman, and CFO and COO, Brian McGee. I'd like to remind everyone that th

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36514 GOPRO, INC. (Exact na

GoPro Announces Second Quarter 2020 Results Revenue of $134 Million up 12% Sequentially GoPro.com Percentage of Revenue Grows to 44% Camera Sell-through of nearly 750,000 Units Channel Inventory Reduction of 25% Sequentially

EXHIBIT 99.1 GoPro Announces Second Quarter 2020 Results Revenue of $134 Million up 12% Sequentially GoPro.com Percentage of Revenue Grows to 44% Camera Sell-through of nearly 750,000 Units Channel Inventory Reduction of 25% Sequentially SAN MATEO, Calif., August 6, 2020 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its second quarter ended June 30, 2020. “Our strategic shift

2

EXHIBIT 99.2 August 6th, 2020 GoPro, Inc. (NASDAQ: GPRO) Management Commentary Q2 2020 Earnings Call Management Commentary Christopher Clark Vice President, Corporate Communications, GoPro, Inc. Enclosed is GoPro’s Q2 2020 earnings report. Following this brief introduction is management commentary from GoPro CEO, Nicholas Woodman, and CFO and COO, Brian McGee. I'd like to remind everyone that this