GoPro, Inc.: intends to restate 2025 financial statements and obtained waivers

What happened

• The filing says GoPro, Inc. informed the agents under its revolving credit facility with Wells Fargo Bank, National Association, its term loan lenders with Farallon Capital Management, L.L.C., holders of its convertible debentures issued to YA II PN, Ltd., and holders of its senior secured notes issued to affiliates of Nicholas Woodman of its intention to restate its financial statements.
• The filing says the restatements will cover the fiscal year ended Dec 31, 2025 and the fiscal quarter and year-to-date periods ended Sep 30, 2025, Mar 31, 2026 and Jun 30, 2026.
• The filing says the company requested and obtained waivers from defaults under each of the facilities, convertible debentures and senior secured notes, and on Oct 16, 2026 obtained a waiver from the lenders under its term loan credit facility for non-compliance with the minimum asset coverage ratio as of Sep 30, 2025 and Dec 31, 2025.
• The filing incorporates by reference information under Item 2.02 (results of operations and financial condition) and Item 4.02 (non-reliance on previously issued financial statements) regarding certain previously reported financial information.

Key details

• Periods to be restated: fiscal year ended Dec 31, 2025; quarters and year-to-date periods ended Sep 30, 2025, Mar 31, 2026 and Jun 30, 2026.
• Lenders and noteholders notified: Wells Fargo Bank, National Association (revolving credit agents), Farallon Capital Management, L.L.C. (term loan), YA II PN, Ltd. (convertible debentures), and affiliates of Nicholas Woodman (senior secured notes).
• Waiver date and issue: Oct 16, 2026 waiver obtained for non-compliance with minimum asset coverage ratio as of Sep 30, 2025 and Dec 31, 2025.
• The filing includes a cautionary statement listing forward-looking items such as the anticipated timing of filing the 2025 Form 10-K/A, the Q1 2026 10-Q/A and the Q2 2026 10-Q/A, the nature and amount of restatement adjustments, and remediation of the company’s material weakness in internal control over financial reporting.

Why it may matter

• The filing reports Item 2.02 (results of operations and financial condition), Item 4.02 (non-reliance on previously issued financial statements) and Item 8.01 (other events) relating to restatements and waivers; Item 2.02 covers the company’s operating results, Item 4.02 addresses that certain previously issued financial information should not be relied upon, and Item 8.01 describes the restatement process and creditor waivers.
• The filing says the company cannot assure it will obtain any remaining waivers on acceptable terms or at all, and identifies risks and uncertainties related to the restatements and remediation efforts. A filing does not show why the insider traded or why the company acted.