GPRO$1.04▼ 1.0%GoPro's board called its $1.14 cash certain, save one cut. It starts below negative $110M.
GoPro filed restated reports and its merger proxy on Oct. 19. The proxy says the $1.14-a-share cash can fall if working capital drops below negative $110 million. By KeyVex's math, that measure was about negative $80 million at June 30.
KeyVex News··6 min readFact-checked against 9 public recordsKeyVex News··6 min readFact-checked against 9 public recordsGPRO$1.04▼ 1.0%Close, Oct. 19. Prices from Tiingo.The short versionTap to readTap to close
- GoPro's buyout pays $1.14 a share in cash, plus 0.1 share of the new company. Apart from adjusting for share changes, such as a reverse split, the agreement can only lower that cash.
- The cash falls if GoPro's working capital, roughly short-term assets minus short-term bills, is below negative $110 million before closing. Each $1 million short cuts under half a cent a share, before any reverse split.
- By KeyVex's math from GoPro's restated balance sheets, that measure fell from about $7 million at the end of 2025 to about negative $80 million at June 30. The agreement may count some items differently.
- That measure is the deal's. On GoPro's balance-sheet totals, which count debt, current assets minus current liabilities was about negative $169 million at June 30.
- Next on the record: a stockholder vote not yet scheduled, and Dec. 31, after which either side may end the deal.
The filings: Before the open on Oct. 19, GoPro filed restated reports for 2025 and the first half of 2026, along with its preliminary merger proxy, the document holders will vote on.10-K/APREM14A It had said on Oct. 16, after the close, that the original statements could no longer be relied on, because of errors in valuing warrants and convertible debt.8-K
The deal: GoPro, the action-camera maker, agreed on Sept. 1 to a merger that pays each share $1.14 in cash and 0.1 share of the combined company. The buyer, Action Acquisition, would own about 90% of it.PREM14A The proxy shows the cash can be cut. It falls if GoPro's working capital, roughly short-term assets minus short-term bills, is below negative $110 million before closing.PREM14A
Why it matters: By KeyVex's math from the restated balance sheets, that measure fell about $87 million in the first half of 2026, to about negative $80 million at June 30. It had stood at about negative $37 million at March 31. At June 30 that left about $30 million above the line, though the agreement may count some items differently and GoPro has published no figure of its own.10-Q/A10-Q/A
The stock: GoPro closed at $1.04 on Oct. 19, 10 cents below the cash alone. It had closed above $1.14 on every trading day from Sept. 1 through Oct. 15. The filings do not say why the stock trades below the cash.Chart data
GoPro's stock and the story's key datesDaily close, April 1 to Oct. 19, 2026 ▲ 44.9%Show chartHide chart
- 1May 11, 2026 GoPro says its board is exploring strategic alternatives, including a sale. It also authorized hiring a financial adviser, the merger proxy says.
- 2July 9, 2026 Entities tied to Nicholas Woodman lend GoPro $20 million. They also receive warrants to buy 25,706,940 Class B shares.
- 3Sept. 1, 2026 GoPro and Starman Optical announce their merger agreement. $1.14 in cash and 0.1 share of the combined company for each GoPro share. GoPro closes at $1.23.
- 4Sept. 4, 2026 GoPro closes at $1.70, its highest close since the deal. That was 56 cents above the cash part of the deal.
- 5Oct. 16, 2026 GoPro closes at $1.05, its first close below $1.14 since the deal. It had closed at $1.15 on Oct. 15.
- 6Oct. 19, 2026 Restated reports and the preliminary merger proxy, before the open. GoPro had said after the Oct. 16 close that its statements for 2025 and the first half of 2026 could no longer be relied on. It closes at $1.04.
View the data (139 trading days)
| Date | Close | Day change |
|---|---|---|
| 2026-10-19 | $1.04 | −1.0% |
| 2026-10-16 | $1.05 | −8.7% |
| 2026-10-15 | $1.15 | −0.9% |
| 2026-10-14 | $1.16 | −1.7% |
| 2026-10-13 | $1.18 | −0.8% |
| 2026-10-12 | $1.19 | 0.0% |
| 2026-10-09 | $1.19 | +0.8% |
| 2026-10-08 | $1.18 | −3.3% |
| 2026-10-07 | $1.22 | −7.6% |
| 2026-10-06 | $1.32 | −2.9% |
| 2026-10-05 | $1.36 | +0.7% |
| 2026-10-02 | $1.35 | +1.5% |
| 2026-10-01 | $1.33 | +3.1% |
| 2026-09-30 | $1.29 | −2.6% |
| 2026-09-29 | $1.32 | −0.4% |
| 2026-09-28 | $1.33 | +3.1% |
| 2026-09-25 | $1.29 | +2.4% |
| 2026-09-24 | $1.26 | −3.8% |
| 2026-09-23 | $1.31 | +3.1% |
| 2026-09-22 | $1.27 | −2.3% |
| 2026-09-21 | $1.30 | −0.8% |
| 2026-09-18 | $1.31 | −2.2% |
| 2026-09-17 | $1.34 | +5.5% |
| 2026-09-16 | $1.27 | −3.8% |
| 2026-09-15 | $1.32 | −2.2% |
| 2026-09-14 | $1.35 | −2.2% |
| 2026-09-11 | $1.38 | −1.4% |
| 2026-09-10 | $1.40 | −1.1% |
| 2026-09-09 | $1.42 | −2.7% |
| 2026-09-08 | $1.46 | −14.4% |
| 2026-09-04 | $1.70 | +22.3% |
| 2026-09-03 | $1.39 | −17.8% |
| 2026-09-02 | $1.69 | +37.4% |
| 2026-09-01 | $1.23 | +40.4% |
| 2026-08-31 | $0.88 | +46.1% |
| 2026-08-28 | $0.60 | −0.9% |
| 2026-08-27 | $0.61 | +1.4% |
| 2026-08-26 | $0.60 | −1.9% |
| 2026-08-25 | $0.61 | +1.4% |
| 2026-08-24 | $0.60 | −4.8% |
| 2026-08-21 | $0.63 | +2.4% |
| 2026-08-20 | $0.61 | −3.1% |
| 2026-08-19 | $0.63 | +7.2% |
| 2026-08-18 | $0.59 | −3.6% |
| 2026-08-17 | $0.61 | +3.2% |
| 2026-08-14 | $0.59 | −5.8% |
| 2026-08-13 | $0.63 | +9.8% |
| 2026-08-12 | $0.58 | −7.2% |
| 2026-08-11 | $0.62 | −11.5% |
| 2026-08-10 | $0.70 | −3.5% |
| 2026-08-07 | $0.73 | −0.4% |
| 2026-08-06 | $0.73 | +1.0% |
| 2026-08-05 | $0.72 | −6.1% |
| 2026-08-04 | $0.77 | +1.3% |
| 2026-08-03 | $0.76 | +1.2% |
| 2026-07-31 | $0.75 | +4.8% |
| 2026-07-30 | $0.71 | +2.9% |
| 2026-07-29 | $0.69 | −3.6% |
| 2026-07-28 | $0.72 | +4.4% |
| 2026-07-27 | $0.69 | +3.2% |
| 2026-07-24 | $0.67 | −3.1% |
| 2026-07-23 | $0.69 | −6.6% |
| 2026-07-22 | $0.74 | +2.7% |
| 2026-07-21 | $0.72 | +5.4% |
| 2026-07-20 | $0.68 | +3.5% |
| 2026-07-17 | $0.66 | −2.5% |
| 2026-07-16 | $0.68 | −4.1% |
| 2026-07-15 | $0.71 | +1.1% |
| 2026-07-14 | $0.70 | −1.9% |
| 2026-07-13 | $0.71 | −6.8% |
| 2026-07-10 | $0.76 | +0.4% |
| 2026-07-09 | $0.76 | +4.0% |
| 2026-07-08 | $0.73 | +4.2% |
| 2026-07-07 | $0.70 | −5.1% |
| 2026-07-06 | $0.74 | +2.6% |
| 2026-07-02 | $0.72 | −1.4% |
| 2026-07-01 | $0.73 | −6.2% |
| 2026-06-30 | $0.78 | +1.8% |
| 2026-06-29 | $0.76 | +2.0% |
| 2026-06-26 | $0.75 | −2.7% |
| 2026-06-25 | $0.77 | +8.5% |
| 2026-06-24 | $0.71 | −1.4% |
| 2026-06-23 | $0.72 | −2.7% |
| 2026-06-22 | $0.74 | −6.3% |
| 2026-06-18 | $0.79 | −1.4% |
| 2026-06-17 | $0.80 | +1.3% |
| 2026-06-16 | $0.79 | +5.5% |
| 2026-06-15 | $0.75 | −2.2% |
| 2026-06-12 | $0.77 | −1.8% |
| 2026-06-11 | $0.78 | −1.2% |
| 2026-06-10 | $0.79 | −8.2% |
| 2026-06-09 | $0.86 | −1.4% |
| 2026-06-08 | $0.87 | −3.1% |
| 2026-06-05 | $0.90 | −10.0% |
| 2026-06-04 | $1.00 | −4.3% |
| 2026-06-03 | $1.04 | −8.7% |
| 2026-06-02 | $1.15 | +4.1% |
| 2026-06-01 | $1.10 | −12.0% |
| 2026-05-29 | $1.25 | +2.5% |
| 2026-05-28 | $1.22 | −3.2% |
| 2026-05-27 | $1.26 | +5.0% |
| 2026-05-26 | $1.20 | +20.0% |
| 2026-05-22 | $1.00 | +1.0% |
| 2026-05-21 | $0.99 | +3.1% |
| 2026-05-20 | $0.96 | −4.0% |
| 2026-05-19 | $1.00 | −6.5% |
| 2026-05-18 | $1.07 | −3.6% |
| 2026-05-15 | $1.11 | 0.0% |
| 2026-05-14 | $1.11 | +1.4% |
| 2026-05-13 | $1.09 | −3.1% |
| 2026-05-12 | $1.13 | −14.4% |
| 2026-05-11 | $1.32 | −3.6% |
| 2026-05-08 | $1.37 | −1.4% |
| 2026-05-07 | $1.39 | −0.7% |
| 2026-05-06 | $1.40 | −4.1% |
| 2026-05-05 | $1.46 | +1.4% |
| 2026-05-04 | $1.44 | −16.8% |
| 2026-05-01 | $1.73 | +4.8% |
| 2026-04-30 | $1.65 | +10.7% |
| 2026-04-29 | $1.49 | −2.0% |
| 2026-04-28 | $1.52 | +10.1% |
| 2026-04-27 | $1.38 | +3.8% |
| 2026-04-24 | $1.33 | +3.1% |
| 2026-04-23 | $1.29 | −3.0% |
| 2026-04-22 | $1.33 | −5.0% |
| 2026-04-21 | $1.40 | +9.4% |
| 2026-04-20 | $1.28 | 0.0% |
| 2026-04-17 | $1.28 | +6.7% |
| 2026-04-16 | $1.20 | +7.1% |
| 2026-04-15 | $1.12 | +27.3% |
| 2026-04-14 | $0.88 | −5.9% |
| 2026-04-13 | $0.93 | +21.8% |
| 2026-04-10 | $0.77 | +3.7% |
| 2026-04-09 | $0.74 | −3.9% |
| 2026-04-08 | $0.77 | +4.0% |
| 2026-04-07 | $0.74 | −5.2% |
| 2026-04-06 | $0.78 | +1.7% |
| 2026-04-02 | $0.77 | +7.1% |
| 2026-04-01 | $0.72 |
GoPro closed at $0.8762 on Aug. 31, the last trading day before the deal was announced, and at $1.70 on Sept. 4. Source: Tiingo end-of-day closes, as traded, via KeyVex.
The line that can shrink the $1.14
The proxy sets out the test in one sentence. If working capital is below the line, the cash per share falls by the shortfall divided by 219,440,000. Apart from an adjustment for share changes, such as the reverse split the board intends before closing, which keeps the economic effect the same, the agreement provides only for lowering the cash.PREM14A
$1.14 in cash, without interest and subject to any applicable withholding taxes and a potential downward adjustment if GoPro’s net working capital as of five (5) business days prior to the anticipated Closing Date is less than negative $110,000,000
The agreement itself measures working capital at the last month-end before closing, in a statement GoPro must provide five business days before the expected closing date.PREM14A It counts current assets minus current liabilities, leaving out short-term debt, short-term lease liabilities, and the loans GoPro had when it signed, with interest and fees on them. Debt GoPro takes on after signing under those loans and its convertible debentures, debt that can turn into stock, counts against it.PREM14A
GoPro issued a $20 million convertible debenture on Sept. 8, a week after signing.8-K Under the definition, that debt counts against the measure while it is outstanding, and the cash it raised counts for it until spent. It came after June 30, the date of the latest balance sheet GoPro has published.10-Q/A
View the data
| Quarter end | Working capital, KeyVex's math | Note |
|---|---|---|
| Dec. 31, 2025 | $7.1M | Current assets $252.6M less current liabilities $245.5M, leaving out short-term debt and lease liabilities |
| March 31, 2026 | -$36.6M | Current assets $207.3M less current liabilities $243.9M on the same basis |
| June 30, 2026 | -$80.1M | Current assets $229.1M less current liabilities $309.2M on the same basis (restated balance sheet) |
KeyVex's math from GoPro's restated balance sheets, using the agreement's definition as the proxy gives it. GoPro has published no working-capital figure for the deal, and the test uses a later date. Sources: GoPro Forms 10-Q/A, Oct. 19, 2026.
Each $10 million below the line would cut about 4.6 cents a share before any reverse split, by KeyVex's math.PREM14A The board's reasons for the deal name the same exception. The cash, it said, "provides certainty of value that is not subject to market or business risk other than a potential downward adjustment."PREM14A
What the cash was measured against
GoPro's financial adviser, Houlihan Lokey, found the deal fair to holders on Sept. 1. At the board's direction, it assumed a value of $0 for the 0.1 share and no working-capital shortfall, and compared GoPro's value with the $1.14 alone.PREM14A
Management's wind-down analysis, an estimate of what holders would get if GoPro closed down instead, implied a value of $0.06 to $0.95 a share.PREM14A The buyer's first proposal, on Aug. 5, implied about $0.82 a share. GoPro calculated that at about $0.39 to $0.69 once its warrants and other assumptions were counted.PREM14A
GoPro's wind-down value, the buyer's first offer, the stock and the deal's cashShow chartHide chart
View the data
| Per GoPro share | Note | |
|---|---|---|
| Wind-down value (Management's analysis, per share) | $0.06 to $0.95 | Implied equity value per share in an orderly wind-down, including intellectual property; balance sheet as of June 30, 2026 |
| Buyer's first proposal (Aug. 5, implied) | $0.82 | About $0.82 a share implied; GoPro calculated about $0.39 to $0.69 after the warrants and other assumptions |
| Oct. 19 close (GPRO, as traded) | $1.04 | $1.04 |
| Cash per share in the deal (Before any cut) | $1.14 | $1.14, reduced if net working capital is below negative $110,000,000; plus 0.1 share of the combined company, valued at $0 for the fairness opinion |
The deal also pays 0.1 share of the combined company, not shown; the fairness opinion assumed it was worth $0. Sources: GoPro preliminary merger proxy, Oct. 19, 2026; Tiingo close via KeyVex.
MarketWise's David Engle called the new shares a lottery ticket on Sept. 8. "The problem is that no one really knows what that lottery ticket will be worth," he wrote.MarketWise
What the restatement changed
GoPro said it found the errors while preparing the merger proxy and closing its books for the third quarter. Its audit committee concluded on Oct. 9 that the statements could not be relied on.8-K The errors were in valuing warrants, rights to buy its stock, issued in August 2025 to Mateo Financing, a lender, and the conversion feature of convertible debentures sold in 2026. They did not change revenue, cash or operating cash flow, GoPro said.8-K
Net loss moved both ways. For the third quarter of 2025 it grew to $27.4 million, from $21.3 million. For the first half of 2026 it shrank to $127.5 million, from $131.8 million.8-K GoPro said its controls had not been designed to evaluate features embedded in its financing deals, which it called a material weakness. It said the errors were unintentional.8-K
Under the restated figures, GoPro had also missed a test in its 2025 term loan at Sept. 30, 2025. The test required cash, certain receivables and inventory of 1.25 times its payables and debt. GoPro had already reported missing it at Dec. 31, 2025, and fixed that with a February amendment; on Oct. 16 it got a waiver for both dates.10-Q/A10-Q10-K/A The errors were a default under its bank credit line, the term loan, the convertible debentures and senior secured notes held by Woodman affiliates. GoPro said it had obtained waivers under each. In the same Oct. 16 filing, it said it could not assure it would get "the remaining waivers on acceptable terms or at all."8-K
Who decides the vote
Nicholas Woodman, GoPro's founder and chief executive, controls about 56% of the voting power, mostly through Class B shares, which carry extra votes, held by his family trust.PREM14A He signed no voting agreement, and the deal does not need approval from a majority of the other holders. The board listed his control and the lack of that condition among the potentially negative factors it weighed.PREM14A
Entities tied to Woodman lent GoPro $20 million on July 9 and received warrants to buy about 25.7 million Class B shares.PREM14A In the merger, the loan is repaid in full and the warrants are bought out in cash. Their value was estimated at $21.9 million, assuming the deal had closed on Oct. 9.PREM14A Woodman is expected to step down at closing, and Charles Tebele, chief executive of Starman Holding, to become chairman and chief executive.PREM14A
"Today's proxy statement is another signal that we are on track," Tebele said on Oct. 19.DEFA14A Midtown Equities, which the proxy says is not affiliated with the buyer, committed up to $395 million to fund the deal. The deal has no financing condition.PREM14A
The number that decides whether the $1.14 shrinks has not been published. The working-capital statement that sets the cash is due five business days before the expected closing. If the deal has not closed by Dec. 31, 2026, either side may end it.PREM14A
What to watch
The stockholder meeting date; the preliminary proxy leaves it blank.
GoPro's net working capital statement, due five business days before the expected closing date.
The merger agreement's outside date, unless both sides agree to extend it.
The last date for the reverse stock split holders are asked to approve; the board says it intends to carry it out before the merger closes.
The paper trail
GoPro filings cited in this story, Sept. 1 through Oct. 19, 2026, with the time EDGAR accepted each one.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Sept. 1, 4:17 p.m. | 8-K | GoPro | The merger agreement with Action Acquisition and Starman Optical. |
| Sept. 8 | 8-K | GoPro | A $20 million convertible debenture issued to YA II PN, the last under a February agreement. |
| Oct. 16, 5:30 p.m. | 8-K | GoPro | Non-reliance on statements for 2025 through the second quarter of 2026; defaults under each debt agreement; waivers obtained. |
| Oct. 19, 8:50 a.m. | 10-K/A | GoPro | Restated 2025 annual report. |
| Oct. 19, 8:52 a.m. | 10-Q/A | GoPro | Restated first quarter of 2026; under the restated figures, the 1.25x asset coverage test was also missed at Sept. 30, 2025. |
| Oct. 19, 8:54 a.m. | 10-Q/A | GoPro | Restated second quarter of 2026, including the June 30 balance sheet. |
| Oct. 19, 8:59 a.m. | PREM14A | GoPro | Preliminary merger proxy: the negative $110 million line, the $0 stock value in the fairness opinion, the wind-down analysis. |
| Oct. 19, 9:22 a.m. | DEFA14A | GoPro | Press release: the merger is "on track". |
Sources
12 sources, 9 of them public records
Public records
- GoPro, Inc., preliminary proxy statement for the merger (PREM14A), with the Merger Agreement as Annex ASEC EDGAR · Oct. 19, 2026
- GoPro, Inc., Form 8-K (Items 2.02, 4.02 and 8.01: non-reliance and waivers)SEC EDGAR · Oct. 16, 2026
- GoPro, Inc., Form 10-K/A for the year ended Dec. 31, 2025SEC EDGAR · Oct. 19, 2026
- GoPro, Inc., Form 10-Q/A for the quarter ended March 31, 2026SEC EDGAR · Oct. 19, 2026
- GoPro, Inc., Form 10-Q/A for the quarter ended June 30, 2026SEC EDGAR · Oct. 19, 2026
- GoPro, Inc., soliciting material (DEFA14A): "GoPro Files Preliminary Proxy Statement; Proposed Merger with Starman Optical on Track"SEC EDGAR · Oct. 19, 2026
- GoPro, Inc., Form 10-Q for the quarter ended June 30, 2026, as first filedSEC EDGAR · Aug. 10, 2026
- GoPro, Inc., Form 8-K (convertible debenture issued to YA II PN, Ltd.)SEC EDGAR · Sept. 8, 2026
- GoPro, Inc., Form 8-K (merger agreement)SEC EDGAR · Sept. 1, 2026
Reporting
- "GoPro's $285 Million Rescue: AI and Defense Pivot Leaves Shareholders With a 10% Lottery Ticket", by David EngleMarketWise · Sept. 8, 2026
Data
- End-of-day prices for GPRO, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 19, 2026
- The chart's Filings layer: KeyVex's insider trade, 8-K and lobbying records for GPROKeyVex · through Oct. 19, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. GoPro's Oct. 20 close was not yet in KeyVex's data when this story was written, so prices run through the Oct. 19 close. The Filings switch shows the filing markers from KeyVex's GoPro page, a selection of insider trades, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- Working capital is KeyVex's math from GoPro's restated balance sheets (Forms 10-Q/A, Oct. 19, 2026), in thousands: total current assets less accounts payable, accrued expenses and other current liabilities, and deferred revenue, leaving out short-term debt and short-term operating lease liabilities as the agreement's definition does. GoPro's own working capital (all current assets less all current liabilities) was 229,066 less 398,439 = -169,373 at June 30. Dec. 31, 2025: 252,569 less 245,504 = 7,065. March 31, 2026: 207,294 less 243,897 = -36,603. June 30, 2026: 229,066 less 309,196 = -80,130. The agreement measures it at a later date, may treat some items differently, and counts debt incurred after Sept. 1 under GoPro's credit agreements and convertible debentures; GoPro has published no figure of its own. Accrued expenses at June 30 include $23.7 million of derivative liabilities: $19.2 million tied to tariff-refund claims GoPro transferred to its 2025 term lender, and $4.5 million for the debentures' conversion feature. KeyVex's math counts them; if the agreement leaves them out, the room is larger. On the June 30 balance sheet as first reported (Form 10-Q, Aug. 10, 2026), the same math gives 229,066 less 324,693 = -95,627, about $14.4 million above the line: the restatement cut accrued expenses and other current liabilities by 15,497 and raised short-term debt by 9,040.
- The room above the line, about $30 million, is -$80.1 million less -$110 million. The 4.6 cents is $10,000,000 divided by 219,440,000, or $0.0456 a share; the $10 million is an example, not a figure from the filings.
- Restated figures are as GoPro's Oct. 16 8-K gives them: third-quarter 2025 net loss $27.4 million restated, $21.3 million as first reported; six months ended June 30, 2026, $127.5 million restated, $131.8 million as first reported.
- Woodman's voting power, 55.94%, is from the proxy's ownership table. The wind-down range, and the $21.9 million warrant estimate are as the proxy states them; the warrant value is set at the actual closing date.