GoPro, Inc. Announces Merger Agreement — $1.14 Cash + 0.1 Share Per Share

What Happened
GoPro, Inc. announced on September 1, 2026 that it entered into a definitive Agreement and Plan of Merger with Action Acquisitions LLC (Parent) and Starman Optical, Inc. (Merger Sub). The GoPro Board unanimously determined the merger is fair and advisable and resolved to recommend the merger agreement to stockholders. If completed, each outstanding GoPro common share (other than canceled or dissenting shares) will be converted into the right to receive 0.1 share of the surviving company plus $1.14 in cash (subject to withholding and a possible downward adjustment for a net working capital shortfall). The merger is subject to customary closing conditions, including GoPro stockholder approval and clearance under the Hart‑Scott‑Rodino Act.

Key Details

• Per‑share merger consideration: 0.1 share of surviving company + $1.14 cash (no interest), cash may be adjusted for net working capital shortfall.
• Equity awards: unvested RSUs and PSUs will be assumed by the surviving company (same vesting/performance terms); if a holder is terminated without cause after closing, unvested awards will accelerate (PSUs vest at greater of actual performance or target).
• Warrants: outstanding company warrants will be canceled and converted into a cash payment equal to their Black‑Scholes value.
• Timing & protections: either party can terminate if the merger is not consummated by December 31, 2026; GoPro may accept a superior proposal subject to notice, negotiation rights and a $10,000,000 termination fee in certain circumstances. Midtown Equities LLC committed funding to Parent to support closing obligations.

Why It Matters
This filing signals a definitive transaction that would take GoPro private under Parent, changing the form of consideration for public shareholders from ongoing public equity exposure to a mix of cash and stock in the surviving company. The deal affects equity compensation (RSUs/PSUs) and cancels warrants for cash value, and it requires shareholder approval and regulatory clearances before closing. Investors should note the deal is not guaranteed — it is subject to conditions (stockholder vote, HSR clearance, no material adverse effect, accuracy of representations) and a December 31, 2026 outside date — and GoPro warns of typical risks (regulatory, integration, management distraction) in its forward‑looking disclosure.