GoPro Inc-A美股招股说明书(2026-07-08版)

GoPro, Inc. This prospectus supplement updates, amends and supplements the prospectus dated June 3, 2026 (assupplemented, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-294507). Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meaningsspecified in the Prospectus. This Prospectus Supplement updates, amends and supplements the information in the Prospectus with theinformation contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2026(the “Current Report”). Accordingly, we have attached the Current Report to this Prospectus Supplement. You should read this Prospectus Supplement in conjunction with the Prospectus, including any amendments andsupplements thereto. This Prospectus Supplement is qualified by reference to the Prospectus, except to the extent that theinformation contained in this Prospectus Supplement supersedes the information contained in the Prospectus. ThisProspectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus. Investing in our securities involves significant risks. See “Risk Factors” beginning on page 4 of theProspectus, and under similar headings in any further amendments or supplements to the Prospectus, to read aboutfactors you should consider before investing in our securities. Neither the SEC nor any state securities commission has approved or disapproved of these securities ordetermined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is July 8, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2026 (Exact name of registrant as specified in its charter)001-36514(Commission File No.) Delaware(State or Other Jurisdictionof Incorporation) 77-0629474 (I.R.S. EmployerIdentification No.) 3025 Clearview Way, San Mateo, CA94402 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (650) 332-7600 N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any ofthe following provisions:☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredClass A common stock, par value $0.0001GPRONASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01. Entry into a Material Definitive Agreement. On July 1, 2026, GoPro, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the“Purchase Agreement”) with certain entities (the “Buyers”) affiliated with Nicholas Woodman, the Company’s Chief ExecutiveOfficer and Chairman of the Company’s board of directors, pursuant to which the Buyers agreed to purchase from theCompany (i) senior secured notes (the “Notes”) in an aggregate principal amount of $20,000,000 and (ii) warrants (the“Warrants”) exercisable for 25,706,940 shares (the “Shares” and, together with the Notes and the Warrants, the “Securities”)of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”). The aggregate grossproceeds to the Company from the issuance of the Securities are expected to be $20.0 million before deducting offeringexpenses payable by the Company. The closing (the “Closing”) of the issuance and the sale of the Securities is subject tocertain closing conditions, including the receipt of waivers from the Company's existing lenders. The interest rate under the Notes will be 6.50% per annum, subject to adjustment after the occurrence and during thecontinuance of any event of default. Interest will be payable semi-annually in kind through an increase to the principal a