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Critical incident detected

Existential event

Time-sensitive event — see the red-flag panel below for the source-quoted detail.

Red Flags Detected

  • Going Concern (new) — Auditor concluded substantial doubt exists about GoPro's ability to continue operating for the next twelve months due to operating losses, negative cash flows, and expected covenant violations.
  • Debt Default (new) — Lenders may declare the going-concern refiling an Event of Default, which would trigger cross-defaults across all borrowing arrangements and potentially accelerate repayment of over $100 million in debt.
  • Covenant Violation (new) — Company was not in compliance with financial covenants as of March 31, 2026 and expects future non-compliance at the next measurement date.
  • Goodwill Impairment (new) — GoPro recorded an $18.6 million goodwill impairment charge in 2025, reducing goodwill from $152.4 million to $133.8 million.
NASDAQ: GPRO GoPro, Inc. 8-K

GoPro refiled 2025 financials with going-concern doubt; lenders may declare default on up to $100M+ debt

Filed June 1, 2026 · Period ending June 1, 2026 · ~2 min read

6 key changes 6 high relevance 4 red flags 2 sections

Key Changes

  • high

    Subsequent event: On February 27, 2026, the Company amended the 2021 Credit Agreement and 2025 Credit Agreement, as referenced in Note 5 Financing arrangements. On February 27, 2026, the Company entered into a securities purchase agree…

    Notes: Subsequent Events view on EDGAR →
  • high

    Item 8.01 — Other Events verify on EDGAR →
  • high

    Lenders under $50M 2025 Term Loan and 2021 revolving facility may declare the going-concern refiling an Event of Default; cross-default provisions would trigger defaults across all borrowing arrangements including up to $50M in Convertible Debentures.

    Item 8.01 — Other Events verify on EDGAR →
  • high

    Company expects future covenant non-compliance and may seek waivers or additional financing; acknowledges it may not secure these on favorable terms or at all.

    Item 8.01 — Other Events verify on EDGAR →
  • high

    Memory costs spiked 80% to 115% in late March 2026 after original financials were issued; suppliers communicated production reductions affecting forecasted sales volumes and a $24.5M non-cancelable purchase commitment.

    Exhibit 99.1 view on EDGAR →
  • high

    Exhibit 99.1 view on EDGAR →

Summary

GoPro refiled its 2025 annual financials on June 1, 2026 to add a going-concern doubt disclosure, reflecting circumstances that emerged after the original March 12, 2026 filing. The auditor PwC concluded that substantial doubt exists about the company's ability to continue operating for the next twelve months, citing operating losses, negative cash flows, and expected covenant violations.

The company explicitly states it may not have sufficient assets to repay debt if lenders accelerate repayment. The going-concern refiling creates immediate default risk. Lenders under GoPro's $50 million 2025 Term Loan and 2021 revolving credit facility may declare the refiling an Event of Default.

Cross-default provisions would cascade the default across all borrowing arrangements, including up to $50 million in Convertible Debentures issued in February 2026, potentially forcing immediate repayment of over up to $100 million in debt. GoPro is in active discussions with all three lenders but acknowledges it expects future covenant non-compliance and may not be able to secure necessary waivers or additional financing on favorable terms or at all. The crisis was triggered by events after the original filing: memory costs spiked 80% to 115% in late March 2026, suppliers communicated production reductions affecting a $24.5 million non-cancelable purchase commitment, and sales channel softness deepened. The company's 2025 results showed revenue down 19% to $651.5 million, a net loss of $93.5 million, and cash declining to $49.7 million. Management's mitigation plans—including exploring a sale or merger—have not been fully implemented and depend on factors outside the company's control.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~1,400 words

Item 8.01 — Other Events filed; see Key Changes for terms.

3 Added
Added Going-concern doubt disclosure high

Added in current filing · verify on EDGAR →

there is substantial doubt about the Company's ability to continue as a going concern. The report of the Company’s current independent registered public accounting firm, PricewaterhouseCoopers LLP, included in Exhibit 99.1 hereto likewise includes an explanatory paragraph relating to the Company’s ability to continue as a going concern.

GoPro refiled its 2025 annual financials to add a going-concern doubt disclosure in Note 1, reflecting circumstances that arose after the original March 12, 2026 10-K filing. The auditor PwC also added an explanatory paragraph to its opinion regarding the company's ability to continue operating. This disclosure was previously made in the Q1 2026 10-Q but is now being incorporated into the restated annual financials.

Added Anticipated future covenant non-compliance high

Added in current filing · verify on EDGAR →

In future quarters, we anticipate non-compliance with the restrictive covenants of the Credit Facilities, and we may seek further covenant waivers or amendments from our lenders. We may also seek additional sources of financing to avoid a default under either of the Credit Facilities. We may not be able to obtain the necessary waivers or amendments or secure additional financing on favorable terms, or at all.

GoPro expects to violate financial covenants in its credit facilities in coming quarters and may need to seek waivers, amendments, or additional financing. The company acknowledges it may not be able to secure these on favorable terms or at all. Both credit facilities have already been amended to adjust minimum EBITDA, liquidity, and asset coverage requirements, and the 2021 facility's maturity was extended with an increased interest rate.

Added Acceleration risk if default occurs high

Added in current filing · verify on EDGAR →

The occurrence of a default under any of these borrowing arrangements would permit the lenders under the Credit Facilities and Convertible Debentures to declare all amounts outstanding under those borrowing arrangements to be immediately due and payable. If our lenders accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay those borrowings.

If lenders declare a default, they can demand immediate repayment of all outstanding amounts. GoPro explicitly states it cannot assure investors it would have sufficient assets to repay accelerated borrowings, indicating severe liquidity constraints and potential insolvency risk.

Event · Exhibit 99.1

4 Added
Added Going concern substantial doubt high

Added in current filing · view on EDGAR → · paraphrased

The Company has incurred operating losses and negative operating cash flows, and has obligations under its financing arrangements which become due within the next twelve months if certain covenants are not met, that raise substantial doubt about its ability to continue as a going concern. ... The Company does not expect to be able to comply with the future minimum financial covenants in its 2021 Credit Agreement and 2025 Credit Agreement, including, but not limited to minimum liquidity, minimum EBITDA, minimum asset coverage ratio and other covenants at the next measurement date. Based on current projections, the Company does not expect to have sufficient liquidity to meet its obligations under Note 5 Financing arrangements, if direct default or cross-default provisions are triggered and outstanding amounts become due. These conditions, considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.

GoPro's auditor issued a going concern opinion on June 1, 2026, citing operating losses, negative cash flows, and expected covenant violations. The company does not expect to comply with financial covenants in its credit agreements at the next measurement date and may lack sufficient liquidity if debt becomes due. Management's mitigation plans—including exploring a sale or merger, seeking additional financing, and reducing workforce by 23%—have not been fully implemented and depend on factors outside the company's control, so substantial doubt has not been alleviated.

Added 2025 financial results high

Added in current filing · view on EDGAR →

Total revenue 651,542 801,473 1,005,459 ... Net loss $ (93,487) $ (432,311) $ (53,183)

GoPro reported 2025 revenue of $651.5 million, down 19% from $801.5 million in 2024, and a net loss of $93.5 million compared to a $432.3 million loss in 2024. The 2024 loss included a $296.8 million deferred tax valuation allowance charge. Hardware revenue declined 21% to $545.3 million while subscription and services revenue remained flat at $106.3 million. The company's cash position fell from $102.8 million to $49.7 million.

Added Restructuring and workforce reduction high

Added in current filing · view on EDGAR →

The Company announced a restructuring plan in April 2026 to reduce its global workforce by approximately 23% compared to its headcount ending Q1 2026. The restructuring plan is being implemented in the second quarter of 2026 and is expected to be substantially complete by the end of 2026. The Company expects to incur an aggregate severance charge in the range of $11.5 million to $15.0 million.

The plan will be implemented in Q2 2026 and substantially complete by year-end 2026. This follows a prior 25% workforce reduction in 2024 that resulted in $18.7 million in restructuring charges.

Added Convertible debenture financing high

Added in current filing · view on EDGAR → · paraphrased

On February 27, 2026, the Company entered into a securities purchase agreement (Securities Purchase Agreement) with YA II PN, Ltd. (YA II PN), a fund of Yorkville Advisors Global, LP in connection with the issuance and sale by the Company of convertible debentures (the Convertible Debentures) issuable in an aggregate principal amount of up to $50.0 million, which Convertible Debentures will be convertible into shares of the Company's Class A common stock, par value $0.0001 per share (the Common Stock) (as converted, the Conversion Shares). ... Pursuant to the Securities Purchase Agreement, YA II PN purchased $25.0 million in aggregate principal amount of Convertible Debentures on the signing of the Securities Purchase Agreement. ... The Convertible Debentures accrue interest at 0% per annum, unless (i) certain interest rate adjustment events occur, upon which the Convertible Debentures will bear interest at an annual rate of 5.00% until such interest rate adjustment event is no longer continuing, or (ii) the Company has issued Conversion Shares that reaches a capped level within the first six months or an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual rate of 18.00%. The Convertible Debentures will mature in August 2027, unless previously redeemed.

On February 27, 2026, GoPro entered into a securities purchase agreement for up to $50 million in convertible debentures with YA II PN, with $25 million issued at signing. The debentures mature in August 2027 and accrue 0% interest unless certain events occur, which could trigger 5% or 18% interest rates. The conversion price is the lower of $1.1453 or 98% of the lowest five-day VWAP, with a floor of $0.1736. The debentures were issued at a 3% discount and are redeemable at a 7% premium if the stock price exceeds $1.1453.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 13, 2026 · How we verify