GoPro Secures Default Waivers as It Continues Completing Third-Quarter Records Amid Financial Pressure
Key Facts
GoPro disclosed accounting errors in its debt instruments as it continued completing records for the quarter ended September 30, 2026, according to a filing with the U.S. Securities and Exchange Commission. The company said the errors do not affect revenue, gross margin or operating loss. It added that they do not affect cash, operating cash flow or earnings before interest, taxes, depreciation and amortization. In a separate filing, GoPro said it obtained waivers on October 16 for defaults and events of default under its 2021 and 2025 credit agreements. The waivers also covered the holders of its 2026 notes and the convertible noteholder.
The disclosures come amid financial pressure documented in GoPro’s second-quarter report. Revenue in the first half of 2026 fell 28.9% year over year to $204 million, compared with $287 million in the same period of 2025. The company reported operating losses of $96.2 million and operating cash outflows of $47.4 million in the six months ended June 30. Cash and cash equivalents also fell to $27.3 million on that date from $49.7 million on December 31, 2025. Over the same period, outstanding principal debt rose to $87.2 million from $69.3 million.
GoPro said the first-half revenue decline was partly linked to a 41.5% year-over-year drop in camera-unit shipments, while hardware revenue fell 36.7%. It said memory prices rose unexpectedly by between 80% and 115% in the final week of March 2026. Memory suppliers also lowered production forecasts for some components, affecting sales expectations, the company said. Non-cancelable, non-refundable material purchase commitments totaled $39.6 million. Against this backdrop, the company said the combined circumstances raise substantial doubt about its ability to continue as a going concern for one year after the interim financial statements are issued.
In its second-quarter report, GoPro said that, based on its current financial forecasts, it did not expect to repay the 2021 credit agreement within the 180-day period and comply with the covenants in both credit agreements by the next measurement date. The company later said it obtained waivers for the relevant defaults on October 16. The merger agreement’s debt condition requires that no default or event of default cause a lender to accelerate repayment of amounts due before closing. This condition applies after accounting for any amendments or waivers obtained. The agreement’s condition therefore focuses on whether a default affects the timing of payments before closing.
GoPro signed the merger agreement with Action Acquisitions and Starman Optical on September 1, 2026, providing that the company will become a subsidiary of the buyer when the transaction is completed. The announced total cash consideration for shareholders is $285 million, or $1.14 per share, subject to a possible adjustment based on net working capital at closing. Each eligible shareholder will also receive 0.1 shares in the surviving company for each share held. According to the preliminary proxy statement, current shareholders will own about 10% of the surviving company, while the parent company will own about 90%. Completion of the transaction requires GoPro shareholder approval and satisfaction of customary closing conditions.
The agreement allows the transaction to be terminated if it has not closed by December 31, 2026, except by a party whose breach caused the failure to close before that date. GoPro said the deal may not close by that date or at all. The company’s shares closed at $0.8804 on November 9, 2026. GoPro reported second-quarter revenue of $105 million. It was still completing records for the quarter ended September 30, according to its filing, which also said the debt-instrument errors do not affect revenue.