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Get filing alertsGoPro to be acquired by Action Acquisitions for $1.14 cash plus 0.1 share per share
Filed September 2, 2026 · Period ending September 1, 2026 · ~1 min read
Key Changes
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GoPro entered into a definitive merger agreement with Action Acquisitions LLC, taking the company private.
Item 1.01 verify on EDGAR → -
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Each GoPro share converts into $1.14 cash plus 0.1 shares of the surviving corporation, subject to a working capital adjustment.
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GoPro's board unanimously approved the merger and will recommend stockholder approval.
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GoPro must pay a $10 million termination fee if it accepts a superior proposal.
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The merger must close by December 31, 2026, or either party may terminate.
Item 1.01 verify on EDGAR →
Summary
GoPro has agreed to be acquired by Action Acquisitions LLC in a transaction that will take the company private. Under the merger agreement, each outstanding GoPro share will be converted into the right to receive $1.14 in cash plus 0.1 shares of the surviving corporation's common stock. The cash portion is subject to a potential downward adjustment if net working capital falls below a specified threshold.
GoPro's board unanimously determined the merger is fair and in the best interests of stockholders and will recommend approval. The merger is expected to close by December 31, 2026, subject to stockholder approval and other customary conditions. If GoPro terminates the agreement to accept a superior proposal, it must pay a $10 million termination fee. For retail holders, the key consideration is the value of the merger consideration relative to GoPro's trading price and the likelihood of closing.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On September 1, 2026, GoPro, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Action Acquisitions LLC, a Delaware limited liability company (“Parent”), and Starman Optical, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
GoPro has signed a definitive merger agreement to be acquired by Action Acquisitions LLC. The transaction will take GoPro private, with Merger Sub merging into GoPro and GoPro surviving as a subsidiary of Parent.
Added in current filing · verify on EDGAR →
The Board of Directors of GoPro (the “Board”) unanimously determined that the Merger Agreement and the transactions contemplated thereby (including the Merger) are fair to, advisable and in the best interests of GoPro and GoPro’s stockholders.
GoPro's board unanimously approved the merger and determined it is fair and in the best interests of stockholders. The board will recommend that stockholders vote in favor of the merger.
Added in current filing · verify on EDGAR →
The Merger Agreement further provides that GoPro will be required to pay Parent a termination fee of $10,000,000 under certain specified circumstances, including a termination by GoPro to accept a Superior Proposal.
If GoPro terminates the merger agreement to accept a superior acquisition proposal, it must pay Parent a $10 million termination fee. This is a standard deal-protection mechanism.
Added in current filing · verify on EDGAR →
either party may terminate the Merger Agreement if the Merger is not consummated on or before December 31, 2026.
The merger must close by December 31, 2026, or either party can walk away. This gives the parties roughly four months to obtain stockholder approval and satisfy regulatory conditions.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 3, 2026 · How we verify