Jahnke Dean 4

What Happened
Dean Jahnke, Senior Vice President, Global Sales (and related roles), relinquished 13,167 shares of GoPro common stock on February 17, 2026 to satisfy tax withholding obligations associated with vested restricted stock units. The transaction is reported as a payment of tax liability (code F) at $0.81 per share, totaling $10,621. The shares were cancelled by the issuer in exchange for paying the withholding; they were not sold on the open market.

Key Details

• Transaction date and price: Feb 17, 2026 — 13,167 shares at $0.81 each; total value $10,621.
• Transaction type/code: F — payment of exercise price or tax liability; exempt under Section 16b-3(e).
• Footnote F1: Shares were relinquished and cancelled by the issuer to cover federal/state tax withholding from RSU vesting; Reporting Person did not sell shares for any other reason.
• Footnote F2: Filing notes inclusion of 2,500 shares acquired under the company employee stock purchase plan on Feb 13, 2026.
• Shares owned after transaction: not specified in the provided filing.
• Timeliness: Form 4 filed Feb 19, 2026 for a Feb 17 transaction (filed within the normal two-business-day period).

Context
This was a routine tax-withholding transaction related to RSU vesting (often called a "sell-to-cover" or share surrender). Because the shares were relinquished to satisfy taxes and cancelled by the issuer rather than sold on the open market, this does not indicate an open-market sale or a directional trade by the insider.