GoPro, Inc. filed Post-Effective Amendment No. 1 to its Form S-1 registration statement on October 27, 2026, incorporating restatements of its audited consolidated financial statements for the fiscal year ended December 31, 2025, as well as unaudited condensed consolidated financial statements for the quarters ended March 31, 2026 and June 30, 2026.

Key Highlights

  • Restatement scope: GoPro restated its audited consolidated financial statements for the fiscal year ended December 31, 2025, and its unaudited quarterly financials for the quarters ended March 31, 2026 and June 30, 2026.
  • Registration statement history: The original Form S-1 was filed March 20, 2026 (Registration No. 333-294507), amended June 1, 2026, and declared effective June 2, 2026.
  • Shares covered: The prospectus relates to the resale of up to 120,000,000 shares of Class A common stock, par value $0.0001 per share, issuable upon conversion of Convertible Debentures.
  • Securities Purchase Agreement: The Convertible Debentures were issued pursuant to a Securities Purchase Agreement dated February 27, 2026.
  • No proceeds to company: According to the filing, GoPro will not receive any proceeds from the resale or other disposition of the Conversion Shares by the Selling Stockholder.
  • Stock price at filing: The last reported sale price of GoPro's common stock on October 26, 2026 was $1.03 per share.
  • Filer status: GoPro is classified as an accelerated filer and a smaller reporting company, and not an emerging growth company, according to the filing.

GoPro Amends Registration Statement to Reflect Financial Restatements Across Multiple Periods

GoPro, Inc. (NASDAQ:GPRO), a Delaware corporation headquartered at 3025 Clearview Way, San Mateo, California, filed this Post-Effective Amendment No. 1 to update and incorporate a series of restatement-related filings. According to the filing, the amendment incorporates the Form 10-K/A filed on October 19, 2026, which restates the company's previously issued audited consolidated financial statements as of and for the fiscal year ended December 31, 2025, as well as the related unaudited quarterly financial information for the fiscal quarter ended September 30, 2025. The filing states these changes are "as further described in the Form 10-K Amendment, among other changes."

In addition to the annual restatement, the filing incorporates two Form 10-Q/A amendments, both filed on October 19, 2026. The first restates the company's unaudited condensed consolidated financial statements for the three months ended March 31, 2026, and the second restates those for the three and six months ended June 30, 2026. The filing notes that no additional securities are being registered under this Post-Effective Amendment and that all applicable registration fees were paid at the time of the original registration statement filing.

The prospectus covers the potential resale of up to 120,000,000 shares of Class A common stock by the Selling Stockholder, derived from the conversion of Convertible Debentures issued under the Securities Purchase Agreement dated February 27, 2026. The filing notes that the SEC "may take the position that the Selling Stockholder is deemed an 'underwriter' within the meaning of Section 2(a)(11) of the Securities Act." GoPro is identified as the maker of action cameras and related technologies, operating under Standard Industrial Classification Code 3861, with Brian McGee serving as President and Chief Operating Officer.

What Was Disclosed

GoPro filed Post-Effective Amendment No. 1 to its Form S-1 on October 27, 2026, incorporating restatements of financial statements for fiscal year 2025 and the first two quarters of 2026, and updating a prospectus covering up to 120,000,000 resale shares tied to Convertible Debentures issued in February 2026.