Cover - USD ($) $ in Thousands |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2025 |
Mar. 05, 2026 |
Jun. 30, 2025 |
|
| 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-K/A | ||
| Document Period End Date | Dec. 31, 2025 | ||
| Document Transition Report | false | ||
| Entity File Number | 001-36514 | ||
| Document Fiscal Year Focus | 2025 | ||
| Document Fiscal Period Focus | FY | ||
| 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 | false | ||
| Current Fiscal Year End Date | --12-31 | ||
| Amendment Description | This Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) amends and restates 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.This Form 10-K/A includes audited restated consolidated financial statements and financial information as of and for the fiscal year ended December 31, 2025, as well as unaudited restated condensed consolidated financial information as of and for the three and nine months ended September 30, 2025 (the “Affected Periods”), as further described below. This Amendment also amends the Company’s conclusions and disclosures included in Item 9A, “Controls and Procedures,” of the Original Form 10-K relating to the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting.The effects of the errors described herein also impacted t he Company’s unaudited condensed consolidated financial statements for the quarters ended March 31, 2026 and June 30, 2026, originally filed with the SEC on May 11, 2026 and August 10, 2026 which are being restated in the Company’s Quarterly Reports on Form 10-Q/A for those respective periods.Items Amended in this Filing This Form 10-K/A amends and restates the following items of the Original Form 10-K:•Part I – Item 1A. Risk Factors.•Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.•Part II – Item 7A. Quantitative and Qualitative Disclosures about Market Risk.•Part II – Item 8. Financial Statements and Supplementary Data•Part II – Item 9A. Controls and Procedures.•Part III – Item 11. Executive Compensation (solely to add Item 402(w) disclosure).•Part IV – Item 15. Exhibits, Financial Statement Schedules.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-K/A.This Form 10-K/A includes the items and exhibits being amended and restated and, for convenience, the unaffected items and exhibits of the Original Form 10-K as subsequently updated in the Current Report on Form 8-K filed with the SEC on June 1, 2026. This Form 10-K/A should be read in conjunction with the Original Form 10-K as subsequently updated in the Current Report on Form 8-K filed with the SEC on June 1, 2026, and our filings with the SEC subsequent to the Original Form 10-K, together with any amendments to those filings.Except as otherwise provided, the disclosures in this Form 10-K/A are made as of the date of the Original Form 10-K and do not reflect any events that occurred after the date of the Original Form 10-K or modify or update any other disclosures in the Original Form 10-K affected by subsequent events. As such, forward-looking statements included in this Form 10-K/A may represent management’s views as of the date of the Original Form 10-K 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, (ii) recognition of changes in fair value of the warrant liability at each subsequent reporting period, (iii) the accounting for the November 5, 2025 Warrant repricing in connection with the amendment to the 2025 Credit Agreement, and (iv) 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. In addition, the incremental fair value transferred to the lender through the November 2025 exercise-price reduction should have been recorded as an additional debt discount amortized to interest expense. The corrections affect the warrant liability, debt discount, interest expense, other income (expense), net loss, net loss per share and accumulated deficit. They do not affect the Company’s revenue, gross margin, operating loss, cash, earnings before interest, tax, depreciation, and amortization (“EBITDA”), or operating cash flows. 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.As a result, (i) the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2025, included in the Original Form 10-K and subsequently updated in the Current Report on Form 8-K filed with the SEC on June 1, 2026 and (ii) the unaudited condensed consolidated financial statements of the Company as of and for the three and nine months ended September 30, 2025 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025 are being restated. Additionally, certain other previously identified immaterial adjustments were corrected, which impacted individual line items within operating cash flows with no change to total operating cash flows in any period presented. 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 2 Restatement of previously issued consolidated financial statements. Internal Control ConsiderationsAs a result of this restatement, the Company’s management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of December 31, 2025. Management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting were not effective as of September 30, 2025 and December 31, 2025, | ||
| Document Financial Statement Error Correction [Flag] | true | ||
| Document Annual Report | true | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| ICFR Auditor Attestation Flag | true | ||
| Document Financial Statement Error Correction [Flag] | true | ||
| Entity Public Float | $ 99,478 | ||
| Common Class A [Member] | |||
| Class of Stock [Line Items] | |||
| Entity Common Stock, Shares Outstanding | 137,903,867 | ||
| Common Class B [Member] | |||
| Class of Stock [Line Items] | |||
| Entity Common Stock, Shares Outstanding | 26,258,546 |