MCGEE BRIAN 4

What Happened Brian McGee, President and Chief Operating Officer of GoPro, was granted 432,432 restricted stock units (RSUs) on May 15, 2026 (reported on Form 4 filed May 19, 2026). Concurrently, 43,324 shares were relinquished/withheld and cancelled by the company to satisfy federal and state tax withholding related to RSU vesting; those shares were reported as disposed at $1.11 per share for a total of $48,090. The RSU grant is reported as an award (acquisition at $0.00 on the Form 4).

Key Details

• Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (timely under Form 4 rules).
• Grant: 432,432 RSUs (reported as acquisition at $0.00).
• Tax withholding: 43,324 shares disposed at $1.11 each, total $48,090; shares were cancelled to cover withholding (not sold in the open market).
• Vesting: RSUs vest over four years — 25% on May 15, 2027 and 25% on each annual anniversary thereafter, subject to continuous service (per footnote).
• Exemption: Tax withholding treatment is reported as an exempt transaction under Section 16b-3(e) (standard for shares withheld to cover taxes).
• Shares owned after the reported transactions: not specified in this filing.

Context RSU grants are a form of compensation, not an open-market purchase signal. The withheld/cancelled shares were used only to satisfy tax obligations (a routine administrative step) and were not sold on the market. The vesting schedule means the economic benefit to McGee is realized over the next four years if he remains employed.