Cover - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Apr. 30, 2026 |
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| Class of Stock [Line Items] | ||
| Entity Incorporation, State or Country Code | DE | |
| Entity Tax Identification Number | 77-0629474 | |
| Entity Address, Address Line One | 3025 Clearview Way | |
| Entity Address, City or Town | San Mateo, | |
| Entity Address, State or Province | CA | |
| Entity Address, Postal Zip Code | 94402 | |
| Title of 12(b) Security | Class A common stock, $0.0001 par value | |
| Trading Symbol | GPRO | |
| Entity Registrant Name | GOPRO, INC. | |
| City Area Code | (650) | |
| Local Phone Number | 332-7600 | |
| Entity Central Index Key | 0001500435 | |
| Entity Filer Category | Accelerated Filer | |
| Document Type | 10-Q/A | |
| Document Period End Date | Mar. 31, 2026 | |
| Document Transition Report | false | |
| Entity File Number | 001-36514 | |
| Document Fiscal Year Focus | 2026 | |
| Document Fiscal Period Focus | Q1 | |
| Amendment Flag | true | |
| Entity Emerging Growth Company | false | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Shell Company | false | |
| Security Exchange Name | NASDAQ | |
| Entity Small Business | true | |
| Current Fiscal Year End Date | --12-31 | |
| Document Quarterly Report | true | |
| Amendment Description | This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) amends and restates certain items in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, initially filed with the Securities and Exchange Commission (the "SEC") on May 11, 2026 (the "Original Form 10-Q").This Form 10-Q/A includes unaudited restated condensed consolidated financial statements as of and for the fiscal quarter ended March 31, 2026 (Affected Period) as further described below. In addition, on October 19, 2026 the Company filed with the SEC Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) which amended and restated certain items in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, initially filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026 (the “Original Form 10-K”), and subsequently updated in the Current Report on Form 8-K filed with the SEC on June 1, 2026, as well as the related unaudited condensed consolidated financial information as of and for the fiscal quarter and nine months ended September 30, 2025.This Form 10-Q/A also includes the Company’s updated conclusion and disclosures included in Item 4 Controls and Procedures of the Original Form 10-Q related to disclosure controls and procedures and internal control over financial reporting.Items Amended in this FilingThis Form 10-Q/A amends and restates the following items of the Original Form 10-Q:Part I – Item 1. Financial Statements. Part I – Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Part I – Item 4. Controls and Procedures. Part II – Item 1A. Risk Factors. Part II – Item 6. Exhibits.In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications specified in Rule 13a-14 under the Exchange Act from the Company’s Chief Executive Officer and its Chief Financial Officer, dated as of the date hereof, are included with this Form 10-Q/A.This Form 10-Q/A includes only those items and exhibits being amended and restated and, for convenience, the unaffected items and exhibits of the Original Form 10-Q. This Form 10-Q/A should be read in conjunction with the Original Form 10-Q and our filings with the SEC subsequent to the Original Form 10-Q, together with any amendments to those filings.Except as otherwise provided, the disclosures in this Form 10-Q/A are made as of the date of the Original Form 10-Q and do not reflect any events that occurred after the date of the Original Form 10-Q or modify or update any other disclosures in the Original Form 10-Q affected by subsequent events. As such, forward-looking statements included in this Form 10-Q/A may represent management’s views as of the date of the Original Form 10-Q and should not be assumed to be accurate as of any date thereafter.Restatement BackgroundAs described in the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2026, while preparing the proxy statement related to the transactions contemplated by the Agreement and Plan of Merger, dated as of September 1, 2026, by and among the Company, Action Acquisitions LLC and Starman Optical, Inc., and finalizing the financial records for the fiscal quarter ended September 30, 2026, the Company identified errors associated with the accounting for certain debt instruments. The errors related to (i) the initial measurement of the recognition of liability classified warrants issued to Mateo Financing, LLC (the “Warrants”) on August 4, 2025 which also caused a misstatement of the amount of unamortized warrant related debt discount written off upon the February 27, 2026 debt extinguishment, (ii) recognition of changes in fair value of the warrant liability at each subsequent reporting period, and (iii) debt discount amortization due to initial measurement errors. The Company determined that incorrect valuation inputs and methodology were used in the initial and subsequent measurement of the Warrants.The corrections affect the warrant liability, debt discount, interest expense, other income (expense), net loss, net loss per share and accumulated deficit.In addition, the Company identified an error in the accounting for the securities purchase agreement (Securities Purchase Agreement) it entered into on February 27, 2026 with YA II PN, Ltd. (YA II PN), a fund of Yorkville Advisors Global, LP, in connection with the issuance and sale by the Company of convertible debentures (the Convertible Debentures) issuable in an aggregate principal amount of up to $50.0 million. In accounting for the bifurcation of the embedded conversion derivative from the Convertible Debentures, the Company used the fair value of the convertible debenture as the fair value of the embedded conversion derivative, rather than determining the fair value of the embedded conversion derivative using a with-and-without valuation approach and recognizing the combined instrument as short-term debt. As a result, the amounts initially allocated to the embedded conversion derivative and debt host at issuance, and the related debt discount and subsequent interest expense, were incorrectly recorded. The corrections affect accrued expenses and other current liabilities, short-term debt, other long-term liabilities, accumulated deficit, interest expense, other income (expense), net and loss, and basic and diluted earnings per share. These errors do not affect the Company's revenue, gross margin, operating loss, cash, operating cash flows, EBITDA or non-GAAP operating income (loss) in any of the restated periods. However, the corrections affect net loss and other non-cash adjustments within the adjustments to reconcile net loss to net cash used in operating activities, with offsetting adjustments such that net cash used in operating activities remains unchanged.The Company evaluated the effect of the restatement on its debt agreements. Based on the restated financial statements, the Company was not in compliance with the minimum asset coverage ratio of 1.25x as of September 30, 2025 and December 31, 2025 under its Credit Agreement, dated August 4, 2025, with Farallon Capital Management, L.L.C., as administrative agent and collateral agent, and Mateo Financing, LLC, as lender (as amended, the "2025 Credit Agreement"). In addition, the restatement required the Company to reevaluate representations and warranties made by the Company and seek waivers related thereto, which waivers were subsequently obtained. These representations and warranties were made under the 2025 Credit Agreement and under the following agreements:•the Company's Credit Agreement, dated January 22, 2021, with Wells Fargo Bank, National Association and the lenders party thereto (as amended, the "2021 Credit Agreement");•the notes issued on July 9, 2026 (the "2026 Notes") to certain entities affiliated with Nicholas Woodman, the Company's Chief Executive Officer and Chairman of the Board of Directors (the "Buyers"); and•the convertible debentures (the "Convertible Debentures") issued to YA II PN, Ltd. ("YA II PN"), a fund of Yorkville Advisors Global, LP.As a result, defaults or events of default have occurred under those agreements, including through cross-default provisions. On October 16, 2026, the Company obtained waivers of these defaults and events of default from the lenders under the 2021 Credit Agreement and the 2025 Credit Agreement, the Buyers, as holders of the 2026 Notes, and YA II PN, as holder of the Convertible Debentures. No fees or other consideration were paid in connection with the waivers which were necessary based on the restated financial statements described in Note 1A Restatement of previously issued consolidated financial statements. As a result, this Form 10-Q/A includes unaudited restated condensed consolidated financial statements as of and for the three months ended March 31, 2026. See Note 1A, “Restatement of Previously Issued Consolidated Financial Statements,” in the unaudited condensed consolidated financial statements for additional information, including descriptions of the adjustments and their impact on our unaudited condensed consolidated financial statements. Internal Control ConsiderationsAs a result of this restatement, the Company’s management re-evaluated the effectiveness of the Company’s | |
| Common Class A [Member] | ||
| Class of Stock [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 144,724,434 | |
| Common Class B [Member] | ||
| Class of Stock [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 26,258,546 |