When Jeff Bezos said that one breakthrough technology would shape Amazon’s destiny, even Wall Street’s biggest analysts were caught off guard. Fast forward a year and Amazon’s new CEO Andy Jassy described generative AI as a “once-in-a-lifetime” technology that is already being used across Amazon to reinvent customer experiences. At the 8th Future Investment Initiative conference, Elon Musk predicted that by 2040 there would be at least 10 billion humanoid robots, with each priced between $20,000 and $25,000 ...

As filed with the Securities and Exchange Commission on March 20, 2026. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GOPRO, INC. (Exact name of Registrant as specified in its charter) Delaware 3861 77-0629474 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 3025 Clearview Way ...

Revenue Generation - GoPro's revenue is primarily generated from cameras, mountable and wearable accessories, subscriptions, and services[26] - GoPro has experienced the highest revenue levels in Q4, coinciding with the holiday shopping season, particularly in the U.S. and Europe[37] - Revenue from international operations accounted for 52%, 64%, and 61% of total revenue in 2025, 2024, and 2023, respectively[118] - Fourth quarter revenue comprised 31%, 25%, and 29% of total revenue for 2025, 2024, and 2023, respectively[114] - First half revenue represented 44%, 43%, and 41% of annual revenue for 2025, 2024, and 2023, respectively[115] Product Development and Innovation - The introduction of the next-generation AI-driven system-on-chip (SoC), GP3, is expected to enhance camera and accessory offerings, improving performance[27] - The HERO13 Black camera features 5.3K video at 60 FPS, 27-megapixel photo resolution, and advanced image stabilization, contributing to product differentiation[31] - The MAX2 camera, launched in 2025, features 8K video at 30 FPS and advanced stabilization, enhancing the product lineup[32] - The Fluid Pro AI gimbal, launched in 2025, is designed for multi-camera stabilization, catering to creators with diverse equipment[32] - GoPro is focused on developing innovative hardware and software products to maintain market leadership and enhance brand appeal[39] Subscription Services - The Premium+ subscription launched in February 2024 offers 500 GB of cloud storage and advanced editing features, expanding the total addressable market[33] - GoPro's subscription services include unlimited cloud storage and automatic highlight video delivery, improving user engagement[33] - GoPro launched an opt-in AI Training program in Q3 2025, allowing U.S. subscribers to monetize their cloud-based content, with plans for geographic expansion[128] - The Premium subscription offers unlimited cloud storage and damaged camera replacement, while the Premium+ subscription includes 500 GB of non-GoPro content storage[223] Financial Performance - In 2025, the company incurred an operating loss of $83.3 million, with annual revenue decreasing from $801.5 million in 2024 to $651.5 million in 2025[72] - The company reduced its spending on research and development by 32% and marketing by 37% in 2025[76] - Research and development expenses were $126.8 million, $185.9 million, and $165.7 million for 2025, 2024, and 2023, respectively, with expectations of a reduction in 2026[86] - The company recognized an $18.6 million goodwill impairment charge in Q1 2025 due to the carrying value exceeding fair value[162] - The company has $50.0 million in indebtedness from a second lien credit agreement and an additional $50.0 million from a revolving credit facility[176] Market Competition - The company has experienced significant competition from established camera manufacturers and diversified electronics companies, impacting its market position[58] - The digital imaging market is highly competitive, with established competitors having greater resources and market share, which could erode the company’s revenue and profitability[97] - The company may face challenges in expanding subscription and service offerings, impacting total addressable market and revenue growth[100] Supply Chain and Component Costs - Prices for critical memory components have increased by more than 80%, with expectations of continued price increases into 2026[73] - The company’s product offerings are highly dependent on the availability and cost of key components, including semiconductors, which are currently facing shortages and price volatility[82] - The company relies on third-party suppliers for all components, which may lead to supply chain disruptions and affect product availability[106] - Tariffs on U.S.-bound cameras made in Thailand and Malaysia increased from 10% to 19% in August 2025, affecting production costs[90] Marketing and Brand Strategy - GoPro's marketing strategy includes engaging 53.4 million followers across social media platforms and achieving 4.9 billion views on its YouTube channel as of December 31, 2025[55] - GoPro's marketing strategy relies on acquiring rights to distribute user-generated content, and failure to secure these rights could harm sales and brand image[140] - GoPro's brand value and reputation are critical for business growth and market expansion, requiring significant marketing and merchandising investments[123] Legal and Regulatory Risks - The company faces litigation risks related to intellectual property, including a recent patent infringement complaint against Insta360, which could divert management's attention and incur substantial costs[137] - Regulatory compliance related to privacy and data protection is a significant concern, with evolving laws that could impact business operations and financial results[145] - The company is subject to potential claims from consumers injured while using its products, which could adversely affect brand reputation and financial condition[124] - The company may incur significant costs and liabilities from compliance failures with governmental regulations, impacting its overall business operations[152] Workforce and Corporate Structure - The company employs 636 people globally as of December 31, 2025[66] - As of December 31, 2025, Class B common stockholders hold approximately 65.9% of the voting power, with the CEO controlling about 63.3% of the voting power[171] - The company has established a methodology for estimating warranty liabilities, but this may not accurately predict future claims[127] Stock Performance and Market Compliance - The stock price has fluctuated between a high of $6.46 in Q1 2023 and a low of $0.48 in Q2 2025, indicating significant volatility[159] - The Class A common stock closed below the $1.00 minimum bid price requirement on March 6, 2026, risking delisting from Nasdaq[164] - The company received a notice of non-compliance from Nasdaq on March 25, 2025, but regained compliance by August 5, 2025[168] - Future compliance with the Bid Price Requirement may involve a reverse stock split, subject to Board and stockholder approval[167] Environmental and Operational Risks - The company is committed to reducing Scope 1 and Scope 2 carbon emissions, although achieving these goals is subject to various risks[191] - The company faces risks from catastrophic events, including earthquakes and political instability, which could disrupt operations[192] - The Chief Information Security Officer oversees the cybersecurity strategy, emphasizing the importance of protecting personal data[195]

Core Insights - GoPro, Inc. reported a non-GAAP loss per share of 2 cents for Q4 2025, missing the consensus estimate of a profit of 4 cents, and generated revenues of $201.7 million, which was below expectations [2][9] Financial Performance - The company reported a year-over-year revenue increase of 0.4%, but this figure missed the company's expectation of $220 million [2][3] - Subscription and service revenue remained stable at $106 million, with a subscriber base of 2.36 million, reflecting a 7% decline year-over-year [3][6] - Operating expenses were reduced by $93 million, or 26% year-over-year, leading to improved cash flow from operations by $104 million [3][11] Product and Innovation - GoPro plans to launch its next-generation AI-enabled image processor, GP3, in Q2 2026, which aims to enhance image quality and processing capabilities, allowing the company to compete in higher tiers of the digital imaging market [4][9] Market Performance - Following the earnings announcement, GoPro's shares fell approximately 10.4% in after-market trading, although the stock has increased by 43% over the past year compared to an 11.7% decline in the Audio-Video Production industry [5][9] Sales and Distribution - In Q4 2025, GoPro sold 625,000 camera units, a 19% decrease year-over-year, with revenues from the GoPro.com channel at $48 million, down 6% year-over-year [6][9] - Retail channel revenues increased by 3% year-over-year to $154 million, with regional performance varying significantly [7][9] Guidance and Outlook - For Q1 2026, GoPro expects revenues of $100 million, representing an 18% year-over-year decline, with unit sell-through projected between 300,000 and 350,000 units [14][15] - The company anticipates revenue growth of nearly 20% in 2026, with subscription and service revenue projected to grow approximately 10% [17][18] - Operating expenses are expected to decrease further in 2026, with a forecasted range of $220 million to $230 million [18]

Core Insights - GoPro is diversifying its hardware and software offerings in 2025 to expand its total addressable market, with several new product launches planned [2][4] - The company is undergoing leadership changes, with Brian Tratt becoming CFO and Brian McGee appointed as President and COO [2][3] Financial Performance - Fiscal 2025 showed significant improvements, including a reduction in operating expenses by $93 million, a gross margin of nearly 34%, and a $104 million improvement in cash flow from operations [4][11] - For Q4 2025, revenue was reported at $202 million, below guidance, with adjusted EBITDA at $1 million and positive cash flow from operations for the third consecutive quarter [12] - Full-year 2025 retail channel revenue was $482 million, representing 74% of total revenue, while subscription and service revenue was $106 million, flat year-over-year [13] Product Development - GoPro is launching a new product cycle centered around the GP3 processor, which is a 5nm system-on-chip expected to deliver more than twice the pixel processing power of its predecessor [5][10] - The GP3 processor aims to improve low-light image quality and enhance thermal performance, with camera run times expected to be 40% to 90% longer than competitors [10] AI and Licensing Initiatives - GoPro is making progress on an AI content licensing initiative, expecting to recognize revenue from the program in Q1 2026, with over 500,000 hours of video content submitted by subscribers [6] - The company is also developing a tech-enabled motorcycle helmet in partnership with AGV, focusing on safety and performance innovations [7] 2026 Outlook - For 2026, GoPro expects revenue between $750 million and $800 million, with a projected adjusted EBITDA of $10 million to $20 million, despite anticipated margin pressure from higher memory costs [15][19] - Operating expenses are expected to decrease to $220 million to $230 million in 2026, with further reductions anticipated in 2027 [16] Intellectual Property - GoPro's design patent rights were reaffirmed by the U.S. International Trade Commission, blocking infringing products from the U.S. market, and the company holds over 1,500 U.S. patents [8]

Core Viewpoint - GoPro reported a quarterly loss of $0.02 per share, missing the Zacks Consensus Estimate of $0.04, representing an earnings surprise of -150.00% [1]. Financial Performance - The company posted revenues of $201.67 million for the quarter ended December 2025, missing the Zacks Consensus Estimate by 10.44%, compared to year-ago revenues of $200.88 million [2]. - Over the last four quarters, GoPro has surpassed consensus EPS estimates just once [2]. - The current consensus EPS estimate for the coming quarter is -$0.03 on revenues of $174.79 million, and for the current fiscal year, it is $0.07 on revenues of $798.1 million [7]. Stock Performance - GoPro shares have lost approximately 23.4% since the beginning of the year, while the S&P 500 has gained 0.4% [3]. - The stock currently holds a Zacks Rank 3 (Hold), indicating it is expected to perform in line with the market in the near future [6]. Industry Outlook - The Audio Video Production industry, to which GoPro belongs, is currently in the top 5% of over 250 Zacks industries, suggesting a favorable outlook [8]. - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact GoPro's stock performance [5].

Financial Data and Key Metrics Changes - Fiscal 2025 showed substantial improvement over 2024, with operating expense reductions of $93 million and flat gross margins of 34% despite a $20 million impact from IEEPA tariffs [17] - Revenue for Q4 was $202 million, slightly below guidance of $220 million ± $5 million, with positive adjusted EBITDA of $1 million [17] - Cash flow from operations improved by $104 million year-over-year, reaching $16 million in Q4 [17][20] - GAAP and non-GAAP loss per share improved to $0.59 and $0.30 respectively, compared to losses of $2.82 and $2.42 in the prior year [19] Business Line Data and Key Metrics Changes - Revenue from the retail channel was $482 million, accounting for 74% of total revenue, while revenue from gopro.com, including subscription and service revenue, was $170 million, or 26% of total revenue [18] - Subscription and service revenue remained flat year-over-year at $106 million, representing 16% of total revenue [18] Market Data and Key Metrics Changes - The 2025 street average selling price (ASP) was $357, reflecting an 8% improvement year-over-year [18] - The company expects revenue growth in 2026 to range from $750 million to $800 million, nearly 20% growth based on the existing product lineup [20] Company Strategy and Development Direction - The company aims to diversify its business and expand its total addressable market (TAM) through new product launches, including the MAX2 360 camera and the LIT HERO camera [7][8] - GoPro is focusing on AI content licensing and has launched an AI training program that allows subscribers to monetize their content for AI model training [9][10] - The introduction of the GP3 processor is expected to significantly enhance performance and image quality, positioning GoPro to lead in both existing and new professional product categories [13][15] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing macroeconomic pressures, including tariffs and rising memory costs, but expressed optimism about strengthening the operating profile and advancing the product cycle [16] - The company anticipates a reduction in operating expenses in 2026, with a focus on expense management and litigation cost reductions [21][25] Other Important Information - GoPro's patent portfolio has exceeded 1,500 U.S. patents, and the company is committed to defending its innovations against competitors [11][12] - The company announced a $50 million financing, with $25 million already closed, to support its operations [23] Q&A Session Summary Question: No questions were registered during the Q&A session - There were no questions from analysts during the Q&A session, and the operator noted the absence of inquiries [26][27]

Financial Data and Key Metrics Changes - Fiscal 2025 showed substantial improvement over 2024, with operating expenses reduced by $93 million, flat gross margins at 34%, and a cash flow from operations improvement of $104 million [17][19] - In Q4, revenue was $202 million, slightly below guidance of $220 million, with positive adjusted EBITDA of $1 million and cash flow from operations at $16 million, marking a $41 million year-over-year improvement [17][19] - GAAP and non-GAAP loss per share improved to $0.59 and $0.30 respectively, compared to losses of $2.82 and $2.42 in the prior year [19] Business Line Data and Key Metrics Changes - Revenue from the retail channel was $482 million, accounting for 74% of total revenue, while revenue from gopro.com, including subscription and service revenue, was $170 million, or 26% of total revenue [18] - Subscription and service revenue remained flat year-over-year at $106 million, representing 16% of total revenue [18] Market Data and Key Metrics Changes - The street average selling price (ASP) for 2025 was $357, reflecting an 8% improvement year-over-year [18] - The company expects revenue growth in 2026 to range from $750 million to $800 million, nearly 20% growth based on the existing product lineup and new product introductions [20] Company Strategy and Development Direction - The company aims to diversify its business and expand its total addressable market (TAM) through new hardware and software offerings, including the launch of the MAX 2 camera and the LIT HERO camera [7][8] - The introduction of the GP3 processor is expected to serve as a pivotal growth catalyst, enhancing performance and enabling entry into new professional product categories [13][15] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing macroeconomic pressures, including tariffs and rising memory costs, but expressed optimism about strengthening the operating profile and advancing the product cycle [16] - The outlook for 2026 includes expectations for adjusted EBITDA to improve to a range of $10 million to $20 million, up from losses in previous years [24] Other Important Information - The company has a patent portfolio exceeding 1,500 U.S. patents and continues to defend its innovations against competitors [11][12] - A $50 million financing was announced, with $25 million already closed, and amendments to loan covenants were made to ensure adequate liquidity [23] Q&A Session Summary Question: No questions were registered during the Q&A session - There were no questions from analysts during the Q&A session, indicating a lack of immediate inquiries from the audience [26][27]

Financial Data and Key Metrics Changes - Fiscal 2025 showed substantial improvement over 2024, with operating expense reductions of $93 million, flat gross margins of 34% despite a $20 million impact from IEEPA tariffs, and a 35% reduction in inventory, leading to a cash flow from operations improvement of $104 million [15][17] - In Q4, revenue was $202 million, below guidance of $220 million ± $5 million, with positive adjusted EBITDA of $1 million and cash flow from operations of $16 million, a $41 million year-over-year improvement [15][18] - The GAAP and non-GAAP loss per share improved to $0.59 and $0.30, respectively, compared to losses of $2.82 and $2.42 in the prior year [17] Business Line Data and Key Metrics Changes - Revenue from the retail channel was $482 million, accounting for 74% of total revenue, while revenue from the GoPro.com channel, including subscription and service revenue, was $170 million, or 26% of total revenue [16] - Subscription and service revenue remained flat year-over-year at $106 million, representing 16% of total revenue [16] Market Data and Key Metrics Changes - The street ASP for 2025 was $357, reflecting an 8% improvement year-over-year [16] - The company expects revenue growth in 2026 to range from $750 million to $800 million, nearly a 20% increase, driven by new product introductions and AI content licensing [18] Company Strategy and Development Direction - The company aims to diversify its business and expand its total addressable market (TAM) through new hardware and software offerings, including the launch of the MAX 2 camera and the LIT HERO camera [6][7] - The introduction of the GP3 processor is expected to significantly enhance performance and image quality, positioning the company to lead in both existing and new professional product categories [12][13] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing macroeconomic pressures, including tariffs and rising memory costs, but expressed confidence in strengthening the operating profile and advancing the product cycle [14] - The company anticipates adjusted EBITDA to improve to a range of $10 million to $20 million in 2026, up from losses of $29 million in 2025 [21] Other Important Information - The U.S. International Trade Commission reaffirmed the company's design patent rights, blocking infringing products from competitors [10] - The company has launched an AI training program that allows subscribers to monetize their GoPro cloud-based content, with strong enthusiasm from users [9] Q&A Session Summary Question: No questions were registered during the Q&A session - There were no questions from analysts during the Q&A session, and the management team concluded the call with remarks about the upcoming product launches and the company's excitement for the future [23][24][25]

Core Insights - GoPro reported a revenue of $652 million for 2025, with fourth-quarter revenue at $202 million, indicating a flat year-over-year performance [1] - The company is set to launch its next-generation AI-enabled processor, GP3, in Q2 2026, which aims to enhance camera performance and expand its total addressable market (TAM) [1] Financial Performance - Fourth Quarter 2025: - Adjusted EBITDA was positive $1 million, a significant improvement from negative $14 million in the prior year [1] - Non-GAAP net loss was $3 million, or $(0.02) per share, compared to a net loss of $14 million, or $(0.09) per share, in the prior year [1] - GAAP net loss was $9 million, or $(0.06) per share, compared to a net loss of $37 million, or $(0.24) per share, in the prior year [1] - GAAP gross margin was 31.8%, down from 34.7% in the prior year [1] - Revenue from the retail channel was $154 million, up 3% year-over-year, while GoPro.com revenue was $48 million, down 6% year-over-year [1] - Full Year 2025: - Adjusted EBITDA was negative $29 million, an improvement from negative $72 million in the prior year [1] - GAAP net loss was $93 million, or $(0.59) per share, compared to a net loss of $432 million, or $(2.82) per share, in the prior year [1] - Total revenue decreased by 19% year-over-year to $652 million [1] - Subscription and service revenue was $106 million, down 1% year-over-year [1] Operational Highlights - The company improved cash flow from operations by $104 million year-over-year [1] - Operating expenses were reduced by $93 million, or 26% from the prior year [1] - The subscriber count at the end of Q4 was 2.36 million, down 7% year-over-year [1] - Sell-through of camera units was approximately 625,000, down 19% year-over-year [1] Future Outlook - The launch of the GP3 processor is expected to enhance GoPro's camera lineup, improving image quality and processing performance [1] - The company aims to strengthen its leadership position in the digital imaging market and expand its TAM with the new product [1]