GoPro Inc-A美股招股说明书(2026-07-13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 13, 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 13, 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 9, 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. Closing of Senior Secured Notes and Warrants On July 9, 2026, GoPro, Inc. (the “Company”) closed the sale of the Securities (as defined below) contemplated by thepreviously announced securities purchase agreement, dated as of July 1, 2026 (the “Purchase Agreement”), by and amongcertain entities (the “Buyers”) affiliated with Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of theCompany’s board of directors. In connection with the closing, (i) the Company received $20 million in gross proceeds and (ii)the Company issued to the Buyers(A) senior secured notes (the “Notes”) in an aggregate principal amount of $20,000,000and (B) warrants (the “Warrants” and together with the Notes, the “Securities”) exercisable for 25,706,940 shares of theCompany’s Class B common stock, par value $0.0001 per share. The terms of the Securities are described in the Company’s Current Report on Form 8-K filed on July 8, 2026, whichdescription is incorporated herein by reference. Credit Agreement Amendments On July 9, 2026, the Company entered into Waiver and Amendment No. 4 (the “Wells Fargo Amendment”) with Wells FargoBank, National Association, as administrative agent (in such capacity, the “RCF Agent”), and the several lenders from time totime party thereto (the “