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Existential event
Time-sensitive event — see the red-flag panel below for the source-quoted detail.
Red Flags Detected
- Material Weakness (new) — GoPro disclosed a material weakness in internal control over financial reporting related to accounting for embedded features in financing arrangements.
- Restatement (new) — GoPro is restating its financial statements due to historical accounting errors, which triggered defaults under its debt agreements.
- Debt Default (new) — The restatement constitutes a default or event of default under all of GoPro's debt instruments, though waivers have been obtained for some.
GoPro restates 2025-2026 financials on debt accounting errors; defaults waived but material weakness disclosed
Filed October 16, 2026 · Period ending October 9, 2026 · ~1 min read
Key Changes
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high
Audit Committee concluded 2025 audited financials and Q1/Q2 2026 financials were materially misstated and should no longer be relied upon.
Item 4.02 verify on EDGAR → -
high
Restatement stems from warrant and convertible debenture accounting errors, including an $8.1M warrant liability understatement and $30.9M embedded derivative misclassification.
Item 4.02 verify on EDGAR → -
high
For Q3 2025, net loss was understated by $6.2M; restated net loss per share widened to $(0.17) from $(0.13).
Item 4.02 verify on EDGAR → -
high
Restatement triggered defaults under all debt agreements; waivers obtained for some, but company cannot assure remaining waivers on acceptable terms or at all.
Item 8.01 verify on EDGAR → -
high
Material weakness in internal control over financial reporting disclosed; remediation underway.
Item 4.02 verify on EDGAR →
Summary
GoPro disclosed that its previously issued financial statements for fiscal 2025 and the first two quarters of 2026 were materially misstated and should no longer be relied upon. The errors stem from incorrect accounting for warrants and convertible debentures, including an $8.1 million understatement of warrant liability and misclassification of an embedded conversion derivative.
The restatement increased the Q3 2025 net loss by $6.2 million, widening the net loss per share to $(0.17) from $(0.13). The company also disclosed a material weakness in internal control over financial reporting. The restatement triggered defaults under all of GoPro's debt agreements, including its revolving credit facility, term loan, convertible debentures, and senior secured notes.
The company has obtained waivers for some of these defaults, including a waiver for non-compliance with the minimum asset coverage ratio under its term loan. However, GoPro cannot assure that it will obtain the remaining waivers on acceptable terms or at all, creating uncertainty about its ability to avoid default. The company is working to remediate the material weakness, but the restatement and covenant issues raise significant concerns about financial reporting reliability and debt covenant compliance.
Section-by-Section Diff
Event · Item 4.02 — Non-Reliance on Previously Issued Financial Statements
GoPro restates 2025-2026 financials due to debt accounting errors; material weakness disclosed.
Added in current filing · verify on EDGAR →
the previously issued audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2025 (the “2025 Audited Financial Statements”), included in the Company’s Annual Report on Form 10-K filed on March 12, 2026 and subsequently updated in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 1, 2026 (collectively, the “2025 10-K”), (ii) the unaudited condensed consolidated financial statements of the Company as of September 30, 2025 and for the three and nine months then ended (the “Q3 2025 Financial Statements”), included in the Company's Quarterly Report on Form 10-Q filed on November 6, 2025 and (iii) the unaudited condensed consolidated financial statements of the Company as of March 31, 2026 and June 30, 2026 and for the three-month periods then ended, and, with respect to June 30, 2026, the six months then ended (the "2026 Financial Statements"), included in the Company's Quarterly Reports on Form 10-Q filed on May 11, 2026 and August 10, 2026, respectively, were materially misstated due to the above described errors and should no longer be relied upon.
GoPro's Audit Committee concluded that previously issued financial statements for fiscal year 2025 and the first two quarters of 2026 were materially misstated and should no longer be relied upon. The company plans to file amended reports to restate these periods.
Added in current filing · verify on EDGAR →
the warrant liability was understated, and long-term debt was overstated, by $8.1 million at initial measurement on August 4, 2025.
The company used incorrect valuation inputs for warrants issued to Mateo Financing, LLC, understating the warrant liability and overstating long-term debt by $8.1 million at initial measurement. This error also affected interest expense and other income/expense in subsequent periods.
Added in current filing · verify on EDGAR →
the Company recorded the initial measurement based on the fair value of the convertible debt instrument on a standalone basis as an embedded conversion derivative of $30.9 million in Accrued expenses and other liabilities and recorded a loss of $7.1 million, as recorded in other income (expense), (representing the difference between the initial measurement and the cash received) rather than determining the difference between the basis of the hybrid instrument and the fair value of the embedded conversion derivative using the “with-and-without” method and recording the combined amount of the embedded conversion derivative liability and the debt host in short-term debt of $23.8 million.
The company incorrectly accounted for the embedded conversion derivative in its 2026 convertible debentures, misclassifying amounts between accrued expenses, short-term debt, and other income/expense. This led to errors in interest expense and fair value changes in subsequent quarters.
Added in current filing · verify on EDGAR →
These errors do not affect the Company's revenue, gross margin, operating loss, cash, operating cash flows, EBITDA or non-GAAP operating income (loss) in any of the restated periods.
The restatement is limited to non-cash items related to debt accounting and does not affect the company's core operating metrics or cash flows. This may limit the operational impact of the restatement despite the material weakness disclosure.
Event · Item 8.01 — Other Events
GoPro discloses restatement plans, covenant defaults, and waivers under its credit facilities and notes.
Added in current filing · verify on EDGAR →
The Company has informed the agents under its revolving credit facility with Wells Fargo Bank, National Association and its term loan credit facility with Farallon Capital Management, L.L.C. and the holders under the Company's convertible debentures issued to YA II PN, Ltd., and its senior secured notes issued to affiliates of Nicholas Woodman, of its intention to restate its financial statements and the status of its ongoing accounting review. As the historical accounting errors and consequent restatements constitute a default or event of default under each of the facilities, convertible debentures and senior secured notes, the Company has requested and obtained waivers from default under each of the facilities, convertible debentures and senior secured notes.
GoPro disclosed that it intends to restate its financial statements due to historical accounting errors. These errors and the resulting restatements constitute a default or event of default under all of its debt agreements. The company has requested and obtained waivers from default under each of these agreements.
Added in current filing · verify on EDGAR →
On October 16, 2026 the Company obtained a waiver from the lenders under its term loan credit facility of its non-compliance with the minimum asset coverage ratio as of September 30, 2025 and December 31, 2025.
GoPro obtained a waiver from its term loan lenders for failing to meet the minimum asset coverage ratio as of September 30, 2025 and December 31, 2025. This waiver addresses a specific covenant breach under the term loan.
Added in current filing · verify on EDGAR →
The Company cannot assure that it will obtain the remaining waivers on acceptable terms or at all.
GoPro has not yet obtained all necessary waivers and cannot guarantee it will obtain the remaining waivers on acceptable terms or at all. This creates uncertainty about the company's ability to avoid default under its debt agreements.
Added in current filing · verify on EDGAR →
the Company's remediation of its material weakness in its internal control over financial reporting
GoPro disclosed that it has a material weakness in its internal control over financial reporting and is working to remediate it. This is a significant deficiency that contributed to the accounting errors requiring restatement.
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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 16, 2026 · How we verify