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 ...

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]

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]

Core Insights - GoPro, Inc. reported a non-GAAP loss per share of 9 cents for Q3 2025, which was wider than the consensus estimate of a 3-cent loss, and the company anticipates a non-GAAP adjusted loss of 4 cents per share for the upcoming quarter [1][8] - Revenue for the quarter was $162.9 million, reflecting a 37.1% year-over-year decline, but it was within the company's expectations and slightly above the consensus mark [1][4] Financial Performance - GoPro sold 500,000 camera units in Q3 2025, down 18% year over year [4] - Revenue from GoPro.com was $40 million, accounting for 25% of total revenues, which is a 22% decline year over year [4] - Subscription and service revenue reached $27 million, down 3% year over year, with a subscriber base of 2.42 million, marking a 5% decline [4] - Retail channel revenues were $123 million, representing 75% of total revenues, down 41% year over year [5] - Region-wise, revenues from the Americas decreased by 16%, Europe, the Middle East, and Africa by 42%, and the Asia Pacific region by 66% [5] - Non-GAAP gross margin was 35.2%, slightly down from 35.6% in the previous year, with an operating loss of $11 million compared to an operating income of $1 million in the prior year [6] Product Development and Market Strategy - During Q3, GoPro launched three new hardware products: the MAX2 360 camera, LIT HERO camera, and Fluid Pro AI gimbal, aimed at expanding its total addressable market [2][16] - The subscription attach rate for cameras sold reached 57%, the highest since the company returned to a retail-focused strategy in May 2023, compared to 45% in the same period of 2024 [9] Future Guidance - For Q4 2025, GoPro projects revenues of $220 million, implying a 10% year-over-year growth at the midpoint of guidance [11] - Non-GAAP gross margin is expected to be around 32%, down from 35.1% the previous year, primarily due to tariff impacts [12] - The company anticipates achieving year-over-year growth in both units and revenue each quarter in 2026, with adjusted EBITDA projected to exceed $40 million [14]

Financial Data and Key Metrics Changes - For Q3 2025, revenue was $163 million, with a gross profit margin of 35.2%, aligning with guidance [16] - Positive cash flow from operations was $12 million, a $14 million improvement year-over-year [16] - Non-GAAP net income per share was $0.03 plus or minus $0.02, with adjusted EBITDA of positive $12 million, a $26 million improvement from a prior year adjusted EBITDA loss of $14 million [17] Business Line Data and Key Metrics Changes - Three new hardware products were launched in Q3, contributing to exceeding revenue guidance [5] - The Max 2 360 camera is expected to open a new growth segment with an estimated total addressable market (TAM) of nearly 2 million units annually [6] - The subscription model continues to exceed expectations, contributing significant value to both subscribers and the bottom line [12] Market Data and Key Metrics Changes - Channel inventory declined by 30% from the prior year quarter, reducing for four consecutive quarters [16] - Unit sell-through is expected to be down 18% year-over-year to 625,000 units in Q4 [17] - The estimated average selling price (ASP) in Q4 is approximately $350, up slightly year-over-year [17] Company Strategy and Development Direction - The company aims to diversify its hardware and software offerings to expand its total addressable market beyond the action camera category [5] - Future product launches in 2026 are expected to drive unit revenue and profitability growth [14] - The focus is on product diversification to meet specific market needs rather than relying on a single flagship product [27] Management's Comments on Operating Environment and Future Outlook - Management highlighted heightened uncertainty due to tariff volatility, consumer confidence, competition, and global economic conditions [16] - The company expects to achieve a minimum of $40 million in trailing 12-month adjusted EBITDA by year-end 2026 [13] - There is confidence in restoring unit and revenue growth, with a strong pipeline of new products and services expected in 2026 [20] Other Important Information - The company won a 2025 Technology and Engineering Emmy Award for its innovative 360 technology [9] - The GP3 processor is expected to debut in 2026, enhancing performance and innovation capabilities [33] Q&A Session Summary Question: Why is sell-through expected to be down 18% year-over-year? - Management noted the absence of a new flagship HERO camera launch this year, which is strategic for future growth in 2026 [24] Question: What are the future directions for camera innovation? - The focus will be on diversification to meet specific market needs rather than a single product approach, expanding the total addressable market [27] Question: What assumptions are being made about the market in 2026? - Management believes that diversification and the introduction of the GP3 processor will position the company as a market leader, with increasing demand for products [37]

As filed with the Securities and Exchange Commission on August 29, 2025. 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 ...