GoPro, Inc. Announces Merger Agreement with Action Acquisitions

What Happened

• On September 1, 2026 GoPro, Inc. announced it entered into an Agreement and Plan of Merger with Action Acquisitions LLC (the “Parent”) and Starman Optical, Inc. (the “Merger Sub” or “Starman”). Under the agreement, Merger Sub will merge with and into GoPro, with GoPro continuing as the surviving corporation and becoming a subsidiary of Parent. A press release dated September 1, 2026 was filed as Exhibit 99.1 to the 8‑K.

Key Details

• Parties: GoPro, Inc.; Parent = Action Acquisitions LLC; Merger Sub = Starman Optical, Inc.
• Transaction form: Statutory merger — Merger Sub merges into GoPro; GoPro survives as a subsidiary of Parent.
• Filing/action items: GoPro expects to file a proxy statement with the SEC and will furnish materials to stockholders; stockholder approval and other conditions are required.
• Risk/notice items: The 8‑K contains forward‑looking statements and lists material risks (e.g., obtaining stockholder and regulatory approvals, competing bids, potential termination events, integration and execution risks).

Why It Matters

• This is a definitive agreement that would change GoPro’s ownership structure (GoPro would become a subsidiary of Action Acquisitions) if the conditions and approvals are met. For investors, the next material steps are the filing and review of the proxy statement, any required stockholder vote, and potential regulatory approvals. The company warns that the transaction is subject to customary closing conditions and risks that could prevent or delay completion.