GoPro Restatement Triggers Defaults Across All Debt Facilities
Company Background
GoPro makes action cameras and sells subscriptions under the GoPro brand from its San Mateo, Calif. headquarters. Revenue has been in prolonged decline — $652 million in full-year 2025, down 19% year-over-year — and the GAAP net loss for 2025 was $93 million. The first half of 2026 brought no relief: H1 2026 revenue was $204 million, down roughly 29% from the prior-year period, with a GAAP net loss of $132 million.
To fund operations, GoPro has executed a rapid succession of distressed financing transactions. In August 2025 it arranged a term loan with Farallon Capital Management and Mateo Financing. In February 2026 it signed a $50 million convertible debenture facility with Yorkville Advisors entity YA II PN, Ltd. In July 2026, entities affiliated with founder and CEO Nicholas Woodman provided $20 million in senior secured notes and warrants. The company briefly slipped below Nasdaq's $1.00 minimum bid price in July 2026 before regaining compliance in September 2026.
On September 1, 2026, GoPro announced a definitive merger agreement with Action Acquisitions LLC, parent of Starman Optical, under which shareholders would receive $1.14 per share in cash plus a 10% equity stake in the surviving company. The deal carries a $10 million termination fee and an outside date of December 31, 2026, and is pending stockholder approval.
What Was Disclosed
While preparing the merger proxy for the Action Acquisitions transaction and finalizing Q3 2026 financial records, GoPro identified two categories of accounting errors in its complex debt instruments. On October 9, 2026, the Audit Committee concluded that the audited FY 2025 financial statements, the Q3 2025 quarterly financials, and the Q1 and Q2 2026 quarterly financials are all materially misstated and should no longer be relied upon. Any earnings releases, press releases, or investor presentations describing those statements carry the same caveat.