GoPro, Inc. Issues $20M Convertible Debenture to Yorkville

What Happened
GoPro, Inc. announced the issuance on September 8, 2026 of a $20,000,000 convertible debenture to YA II PN, Ltd. (“Yorkville”) under a Purchase Agreement dated February 27, 2026. This issuance constitutes the Third Closing under that Purchase Agreement; Yorkville previously purchased $25,000,000 at signing, and no additional Convertible Debentures will be issued under the agreement.

Key Details

• Convertible debentures issued: $20,000,000 (Sept 8, 2026); prior purchase at signing: $25,000,000 — total issued under the agreement now $45,000,000 (Purchase Agreement permitted up to $50,000,000).
• Maturity date: August 26, 2027. Original issue discount: 3.00%.
• Interest: generally non‑interest bearing unless certain events occur (then 5.00% annually) or if conversions reach a capped level within six months or an event of default remains uncured (18.00% annually).
• Conversion: holder may convert principal plus accrued unpaid interest into Class A common stock. Conversion price = the lower of $1.35 and 98% of the lowest daily VWAP during the five trading days before conversion, but not below $0.1736. Conversion is subject to a ~4.99% beneficial ownership cap (with specified adjustments).

Why It Matters
This filing documents new debt financing that can convert into equity, which affects both the company’s near‑term cash position and potential future share dilution for existing shareholders. The terms (conversion price formula, ownership cap, maturity and interest triggers) determine how and when dilution could occur and the cost of the financing if defaults or trigger events arise. Retail investors should note the $45M issued to date under the agreement, the firm limit that no further debentures will be issued under this Purchase Agreement, and the conversion floor and cap provisions that govern potential dilution.