GoPro, Inc. — fact timeline

GoPro, Inc. shareholders approved Approval, in Accordance with Nasdaq Listing Rule 5635(d), of the Issuance of the Maximum Number of Shares of Class A Common Stock Issuable upon Conversion of All Convertible Debentures and Removal of the Exchange Cap at the 2026-06-02 meeting.

“Proposal 5: Approval, in Accordance with Nasdaq Listing Rule 5635(d), of the Issuance of the Maximum Number of Shares of Class A Common Stock Issuable upon Conversion of All Convertible Debentures and Removal of the Exchange Cap. Votes For Votes Against Votes Abstained Broker Non-Votes 278,400,088 6,830,176 1,326,288 43,005,869”

GoPro, Inc. shareholders approved Approval to Amend the 2024 Equity Incentive Plan With Additional 13,000,000 Shares at the 2026-06-02 meeting.

“Proposal 4: Approval to Amend the 2024 Equity Incentive Plan With Additional 13,000,000 Shares. Votes For Votes Against Votes Abstained Broker Non-Votes 262,773,701 22,476,453 1,306,398 43,005,869”

GoPro, Inc. shareholders approved Advisory (Non-Binding) Resolution on Executive Compensation at the 2026-06-02 meeting.

“Proposal 3: Approval of Advisory (Non-Binding) Resolution on Executive Compensation. Votes For Votes Against Votes Abstained Broker Non-Votes 279,805,343 5,425,042 1,326,167 43,005,869”

GoPro, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-06-02 meeting.

“Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. Votes For Votes Against Abstentions 322,715,568 5,741,927 1,104,926”

GoPro, Inc. shareholders approved Election of seven directors at the 2026-06-02 meeting.

“Proposal 1: Election of Directors. Nominee Votes For Votes Withheld Broker Non-Votes Nicholas Woodman 273,831,210 12,725,342 43,005,869 Tyrone Ahmad-Taylor 275,338,554 11,217,998 43,005,869 Emily S. Culp Hogue 282,650,568 3,905,984 43,005,869 Michael C. Dennison 282,661,570 3,894,982 43,005,869 Shaz Kahng 267,770,350 18,786,202 43,005,869 Miguel A. Lopez Ben 282,654,736 3,901,816 43,005,869 Susan Lyne 275,579,994 10,976,558 43,005,869”

GoPro, Inc. entered into Lease with PenLark, L.P. valued at approximately $87,500 per month (effective 2026-04-16).

“On April 16, 2026, GoPro, Inc. (the “Company”), entered into a lease agreement (the “Lease”) with PenLark, L.P. (the “Landlord”), pursuant to which the Company will lease approximately 25,000 square feet of space located at 2855 Campus Drive, San Mateo, CA 94403 (the “Premises”).”

GoPro, Inc. reported first quarter ended March 31, 2026 results: revenue $99 million, net income net loss of $81 million, or a $(0.50) loss per share, EPS $(0.50) loss per share.

“Act”), except as may be expressly set forth by specific reference in such filing or document. --- EX-99.1 (EX-99.1) --- GoPro Announces First Quarter Results Revenue of $99 million Subscription and Service Revenue of $27 million New MISSION 1 Series of Cameras Positions GoPro to Compete at the High End of the Digital Imaging Market SAN MATEO, Calif., May”

GoPro, Inc. announced a restructuring with charges of $11.5 million to $15 million (approximately 145 employees, representing approximately 23% of the Company’s ending first quarter headcount of 631 emplo).

“quarter of 2026 and is expected to be substantially completed by the end of 2026. The Restructuring Plan is expected to result in an estimated aggregate charge in the range of $11.5 million to $15 million. Cash expenditures will be approximately $1.5 million of the estimated aggregate charge in the second quarter of 2026, approximately $5.5 million to $8 million of”

GoPro, Inc. reported fourth quarter and year ended December 31, 2025 results: revenue $106 million.

“Revenue was $202 million, flat year-over-year.”

GoPro, Inc. issued up to 47,650,000 shares of Common Stock of convertible note to YA II PN, Ltd. (Yorkville) for $25,000,000 initial principal amount at 3% original issue discount.

“Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) (as converted, the “Conversion Shares”). Pursuant to the Purchase Agreement, Yorkville purchased $25,000,000 in aggregate principal amount of Convertible Debentures on the signing of the Purchase Agreement (the “First Closing,” such date, the “First Closing Date”). Yorkville may purchase”

GoPro, Inc. incurred convertible notes of $25,000,000 in aggregate principal amount with YA II PN, Ltd. at will not bear interest unless (i) certain interest rate adjustment events occur, maturing August 26, 2027.

“Yorkville purchased $25,000,000 in aggregate principal amount of Convertible Debentures”

GoPro, Inc. amended Amendment No. 2 to Credit Agreement with Farallon Capital Management, L.L.C., as agent, and Mateo Financing, LLC, as lender (effective 2026-02-27).

“On February 27, 2026, the Company entered into Amendment No. 2 to Credit Agreement (the "2L Amendment") with Farallon Capital Management, L.L.C., as agent, and Mateo Financing, LLC, as lender, which amends that cert”

GoPro, Inc. entered into Registration Rights Agreement with YA II PN, Ltd. (Yorkville) (effective 2026-02-27).

“In connection with the Purchase Agreement, on or before the First Closing Date, the Company will enter into a registration rights agreement (the "Registration Rights Agreement") with Yorkville pursuant to which Yorkville will be entitled to certain registration rights under the Securities Act of 1933, as amended (the "Securities Act")”

GoPro, Inc. entered into Purchase Agreement with YA II PN, Ltd. (Yorkville) valued at up to $50,000,000 (effective 2026-02-27).

“On February 27, 2026, GoPro, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with YA II PN, Ltd. ("Yorkville"), in connection with the issuance and sale by the Company of convertible debentures (the "Convertible Debentures") issuable in an aggregate principal amount of up to $50,000,000”

GoPro, Inc. issued common stock to Nicholas Woodman, through a trust for $2 million.

“Nicholas Woodman, the company’s founder and CEO, has made a direct investment of $2 million through the purchase of Class A common stock from the company via a trust affiliated with Mr. Woodman.”

GoPro, Inc. issued up to 11,076,968 shares of its Class A Common Stock of warrant to Mateo Financing, LLC for Exercise Price of the Original Warrant from $1.25 per share to $0.75 per share.

“On November 5, 2025, the Company and Mateo Financing, LLC, the warrant holder of the remaining outstanding warrants to purchase up to11,076,968 shares of its Class A Common Stock, $.0001 par value per share (the “Warrant holder”) agreed to amend the issued warrant (the “Original Warrant”) entered into under the terms of the Warrant Agreement dated August 4, 2025, by and among the Company and the Warrant holder (the “Warrant Agreement”) to amend the definition of “Exercise Price” of the Original Warrant from $1.25 per share to $0.75 per share (the “2025 Warrant Amendment”).”

GoPro, Inc. issued common stock to The Woodman Family Trust under Trust Agreement dated March 11, 2011, of which Mr. Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Board of Directors of the Company, is co-trustee for aggregate purchase price of $2,000,000.

“On November 5, 2025, the Company entered into a Subscription Agreement with The Woodman Family Trust under Trust Agreement dated March 11, 2011, of which Mr. Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Board of Directors of the Company, is co-trustee (such trust, the “Purchaser”), whereby the Company will issue and sell to the Purchaser Class A Common Stock shares, par value $0.0001 of the Company, for an aggregate purchase price of $2,000,000 (the “Subscription Agreement”).”

GoPro, Inc.: Board waived provisions of Code of Conduct, Code of Ethics, and Insider Trading Policy to allow Purchaser's stock purchase without a 10b5-1 plan.

“The Board of Directors (the “Board”) of the Company approved the entrance into the Subscription Agreement, including waiving any provision of the Code of Conduct or the Company’s Code of Conduct and Ethics or Insider Trading Policy (the “Trading Policy” and together, the “Policies”) to the extent the Purchaser’s purchase of Class A Common Stock of the Company in connection with the Subscription Agreement violated the Policies, including certain provisions of the Policies that require directors, officers, employees, agent, contractor, and consultants of the Company to only buy or sell the Company’s securities pursuant to a 10b5-1 plan.”

GoPro, Inc. incurred term loan of $50,000,000 with Mateo Financing, LLC, as lender at SOFR plus 7.50% maturing January 22, 2028.

“as collateral agent (in such capacities, the “Second Lien Agent”), pursuant to which the Second Lien Lender would extend to GoPro a term loan in an aggregate principal amount of $50,000,000 (the “Term Loan”). The proceeds of the Term Loan borrowing will be used by GoPro to repay GoPro’s outstanding 1.25% Convertible Senior Notes due November 2025. The Term Loan will”

Miguel A. Lopez Ben was appointed as Director at GoPro, Inc..

“On April 4, 2025, the Board of Directors (the “Board”) of GoPro, Inc. (the “Company”), on the recommendation of the Company’s Nominating and Governance Committee, appointed Miguel A. Lopez Ben (“Mr. Lopez”) to the Board, effective April 4, 2025.”

GoPro, Inc. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).

“March 25, 2025, GoPro, Inc. (the “Company”) received a notice from The Nasdaq Stock Market (“Nasdaq”) that the Company is not in compliance with Nasdaq’s Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Class A Common Stock has been below $1.00 per share for thirty (30) consecutive business days. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has 180 calendar days to achieve compliance with the minimum bid price requirement. To regain compliance, the minimum bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten (10) c”

GoPro, Inc. announced a restructuring with charges of $15.5 million to $18.5 million (approximately 26% from our ending second quarter headcount of 925 full-time employees).

“On October 29, 2024, the Company announced that its Board of Directors of the Company approved an updated Restructuring Plan (the “Updated Restructuring Plan”). The Updated Restructuring Plan, which supersedes the previous estimates, is anticipated to entail an aggregate reduction in force of approximately 26% from our ending second quarter headcount of 925 full-time employees and is expected to be substantially completed by the end of 2024. The Updated Restructuring Plan is expected to result in an estimated aggregate charge in the range of $15.5 million to $18.5 million.”

GoPro, Inc. announced a restructuring with charges of in the range of $5 million to $7 million (approximately 15% from our ending second quarter headcount of 925 full-time employees).

“On August 19, 2024, GoPro (the "Company") announced that its Board of Directors of the Company approved a restructuring plan (the “Restructuring Plan”) to help achieve that goal. The Restructuring Plan is anticipated to entail a reduction in force of approximately 15% from our ending second quarter headcount of 925 full-time employees beginning in Q3 2024 and is expected to be substantially completed by the end of 2024 (the “Reduction in Force”). The Restructuring Plan is expected to result in an estimated aggregate charge of in the range of $5 million to $7 million.”

GoPro, Inc. reported first quarter ended March 31, 2024 results: revenue $155 million, net income GAAP net loss was $339 million, EPS $2.24 loss per share.

“Act”), except as may be expressly set forth by specific reference in such filing or document. --- EX-99.1 (EX-99.1) --- GoPro Announces First Quarter Results Revenue of $155 million was 7% Above Guidance GoPro Subscribers Grew 6% Year-over-Year to 2.5 million Subscription and Service Revenue was $26 million, up 12% Year-over-Year SAN MATEO, Calif., May 7,”

GoPro, Inc. announced a restructuring with charges of approximately $7.5 million (approximately 4%).

“The restructuring of the Company’s business will result in estimated aggregate costs of approximately $7.5 million.”

GoPro, Inc. updated its fourth quarter and year ended December 31, 2023 guidance (reaffirmed).

“On February 7, 2024, GoPro, Inc. (the “Company”) released management commentary pertaining to its press release to report its financial results for its fourth quarter and year ended December 31, 2023, a copy of which was attached as Exhibit 99.2”

GoPro, Inc. reported full year ended December 31, 2023 results: revenue $1.0 billion, net income GAAP net loss was $53 million, or a $0.35 loss per share, EPS $0.35 loss per share.

“oPro Announces Fourth Quarter and 2023 Results 2023 Revenue of $1.0 billion 3 million Camera Units Sold, up 6% Year-over-Year GoPro Subscribers Grew 12% Year-over-Year to 2.5 million Subscription and Service Revenue was $97 million, up 18% Year-over-Year SAN MATEO, Calif., February 7, 2024 - GoPro, Inc.”

GoPro, Inc. reported fourth quarter and full year ended December 31, 2023 results: revenue $295 million, net income GAAP net loss was $2 million, or a $0.02 loss per share, EPS $0.02 loss per share.

“see the management commentary referenced above and posted in the investor relations section of our website at https://investor.gopro.com. Q4 2023 Financial Results • Revenue was $295 million, down 8% year-over-year. • Subscription and service revenue increased 13% year-over-year to $25 million. • GoPro subscriber count ended Q4 at 2.5 million, up 12% year-over-year.”

GoPro, Inc. reported third quarter ended September 30, 2023 results: revenue $294 million, net income GAAP net loss was $4 million, or negative $0.02 per share, EPS negative $0.02 per share.

“Act”), except as may be expressly set forth by specific reference in such filing or document. --- EX-99.1 (EX-99.1) --- GoPro Announces Third Quarter 2023 Results Revenue of $294 million, 5% Above Mid-Point of Guidance GoPro Subscribers Grew 20% Year-over-Year to 2.5 million Subscription and Service Revenue was $25 million or 9% of Revenue, up 16% Year-over-Year”

GoPro, Inc. reported its second quarter ended June 30, 2023 results: revenue $241 million, net income GAAP net loss was $17 million, or negative $0.11 per share, EPS negative $0.11 per share.

“Act”), except as may be expressly set forth by specific reference in such filing or document. --- EX-99.1 (EX-99.1) --- GoPro Announces Second Quarter 2023 Results Revenue of $241 million was 10% Above Guidance GoPro Subscribers Grew 27% Year-over-Year to 2.44 million, Exceeding Expectations Subscription and Service Revenue was $24 million or 10% of Revenue, up”

GoPro, Inc. shareholders approved Approval of the GoPro, Inc. 2024 Employee Stock Purchase Plan.

“Proposal 5: Approval of the GoPro, Inc. 2024 Employee Stock Purchase Plan. Votes For Votes Against Votes Abstained Broker Non-Votes 317,427,836 751,963 413,532 26,839,661 The stockholders approved the GoPro, Inc. 2024 Employee Stock Purchase Plan.”

GoPro, Inc. shareholders approved Approval of the GoPro, Inc. 2024 Equity Incentive Plan.

“Proposal 4: Approval of the GoPro, Inc. 2024 Equity Incentive Plan. Votes For Votes Against Votes Abstained Broker Non-Votes 276,626,883 41,295,751 670,247 26,839,661 The stockholders approved the GoPro, Inc. 2024 Equity Incentive Plan.”

GoPro, Inc. shareholders approved Approval of Advisory (Non-Binding) Resolution on Executive Compensation.

“Proposal 3: Approval of Advisory (Non-Binding) Resolution on Executive Compensation. Votes For Votes Against Votes Abstained Broker Non-Votes 315,679,583 2,364,194 549,104 26,839,661 The stockholders approved the advisory (non-binding) resolution on executive compensation.”

GoPro, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-12-31 meeting.

“Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. Votes For Votes Against Abstentions 343,917,666 911,631 603,245 The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. There were no broker non-votes on this matter.”

GoPro, Inc. shareholders approved Election of nine directors.

“Proposal 1: Election of Directors. Nominee Votes For Votes Withheld Broker Non-Votes Nicholas Woodman 292,612,358 25,980,523 26,839,661 Tyrone Ahmad-Taylor 292,583,374 26,009,507 26,839,661 Kenneth Goldman 312,803,979 5,788,902 26,839,661 Peter Gotcher 316,635,442 1,957,439 26,839,661 Shaz Kahng 316,866,843 1,726,038 26,839,661 Alexander Lurie 316,178,607 2,414,274 26,839,661 Susan Lyne 292,308,392 26,283,949 26,839,661 Frederic Welts 292,553,479 26,039,402 26,839,661 Lauren Zalaznick 288,794,885 29,797,996 26,839,661”

GoPro, Inc. reported first quarter ended March 31, 2023 results: revenue $175 million, net income $30 million, EPS negative $0.19 per share.

“Q1 2023 Financial Results • Revenue was $175 million, down 19% year-over-year and ahead of the midpoint of our prior Q1 guidance. • GoPro subscriber count ended Q1 at approximately 2.36 million, up 36% year-over-year. • GoPro.com revenue, including subscription and service revenue, was up 7% year-over-year at $95 million, or 54% of total revenue. Revenue from the retail channel was $80 million, down 38% year-over-year. • Subscription and service revenue increased 24% year-over-year to $23 million. • Attach rate via our app from cameras purchased at retail was approximately 50% in the quarter, up from 39% a year ago, a 23% improvement. • GAAP net loss was $30 million, or negative $0.19 per share, down from net income of $6 million or $0.04 per share in the prior year period.”

GoPro, Inc. amended Amendment No. 1 with Wells Fargo, as an administrative agent, and the Lenders party thereto (effective 2023-03-10).

“On March 10, 2023, the Company entered into Amendment No. 1 (the “Amendment”) to the Credit Agreement, dated January 22, 2021, with Wells Fargo, as an administrative agent, and the Lenders party thereto (the “Existing Credit Agreement” and together with the Amendment, the “Amended Credit Agreement”).”

James Lanzone departed as director at GoPro, Inc..

“On February 28, 2023, James Lanzone, a director of GoPro, Inc. (the "Company"), notified the Company that he will not stand for reelection at the Company's 2023 annual stockholder meeting.”

GoPro, Inc. reported third quarter ended September 30, 2022 results: revenue $305 million, net income $0.10 per share, EPS $0.10.

“EX-99.1 (EX-99.1) --- GoPro Announces Third Quarter 2022 Results GoPro Subscribers Grew 55% year-over-year to 2.1 million GAAP EPS of $0.10 and non-GAAP EPS of $0.19 Revenue of $305 Million 3% Above Consensus SAN MATEO, Calif., November 3, 2022 - GoPro, Inc. (NASDAQ: GPRO) today announced financial results for its third quarter ended September 30, 2022, and posted”