8-K8-K0001500435FALSEDelaware001-3651477-062947400015004352023-11-092023-11-09

3025 Clearview Way, San Mateo, CA 94402

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On November 9, 2023, the board of directors of GoPro, Inc. (the “Company”) authorized the Company to repurchase up to $50 million of its 1.25% convertible senior notes due 2025 (the “2025 Convertible Notes”). The Company expects to enter into one or more separate and individually negotiated transactions with certain holders of the 2025 Convertible Notes to repurchase for cash on terms to be negotiated separately with each holder (each, a “note repurchase”). The period the note repurchases may be completed runs through December 31, 2024.

The terms of each note repurchase are anticipated to be individually negotiated and will depend on several factors, including the market price of the Company’s Class A common stock, par value $0.0001 per share, and the trading price of the 2025 Convertible Notes at the time of each such note repurchase and interest rates. No assurance can be given as to how much, if any, of the 2025 Convertible Notes will be repurchased or the terms on which they will be repurchased.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.