GoPro to be acquired by Action Acquisitions: $1.14 cash + 0.1 share per GPRO share

GoPro, Inc.

Each GoPro common share converts to 0.1 share of surviving company stock plus $1.14 cash, subject to working capital adjustment.
Board unanimously approved; merger expected to close by Dec 31, 2026, subject to stockholder approval and HSR clearance.
Unvested RSUs/PSUs assumed; vesting accelerates on termination without cause after closing.
Termination fee of $10M payable by GoPro in specified circumstances; Midtown Equities LLC committed equity funding.

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