# GoPro, Inc. (GPRO) — merger/definitive [pending]
Source: sec.gov · situation sit_d84b3feec824608feeaa · public 5224491253753808938 · retrieved 2026-09-02T23:49:54.742Z

## Overview
GoPro, Inc. is a Delaware corporation that designs and manufactures action cameras and related products and services.

On September 1, 2026, GoPro, Inc. entered into an Agreement and Plan of Merger with Action Acquisitions LLC (Parent) and Starman Optical, Inc. (Merger Sub, a wholly owned subsidiary of Parent). Under the merger agreement, each outstanding share of GoPro common stock will be converted into the right to receive $1.14 in cash and 0.1 shares of the surviving corporation's common stock, subject to potential downward adjustment for net working capital shortfall. GoPro will continue as a subsidiary of Parent following the merger. The transaction is subject to customary closing conditions including stockholder approval, expiration of Hart-Scott-Rodino waiting periods, and absence of governmental orders prohibiting the merger. Midtown Equities LLC has committed to provide equity financing to Parent at closing.

## Terms
- Counterparty: Action Acquisitions LLC · Deal value: $285.0M · Consideration: mixed · Stake: 10% · Price/share: $1.14

## Key dates
- Announced 2026-09-01 · Expiry 2026-12-31 · Expected close 2026-12-31

## Timeline
- 2026-09-01 · 8-K (0001628280-26-059839): 8-K - GoPro, Inc. — *GoPro, Inc. develops and sells action cameras and imaging solutions featuring advanced optics and an intellectual property portfolio of more than 2,500 U.S. patents, serving consumer, commercial, and defense markets.* GoPro, Inc. entered into a definitive Agreement and Plan of Merger with Action Acquisitions LLC (Parent) and its subsidiary Starman Optical, Inc. on September 1, 2026. Under the merger agreement, Starman Optical will merge with and into GoPro, with GoPro continuing as the surviving corporation and a subsidiary of Parent. GoPro shareholders will receive an aggregate cash payment of $285 million, or $1.14 per share, subject to potential adjustment based on GoPro's net working capital at closing, and will maintain ownership of approximately 10% of the outstanding shares of the combined company. GoPro's outstanding debt of approximately $92 million will be repaid in full at closing. The transaction is expected to close by year-end 2026, subject to regulatory approvals and stockholder approval.
  https://www.sec.gov/Archives/edgar/data/1500435/0001628280-26-059839.txt
- 2026-09-02 · 8-K (0001628280-26-060181): 8-K - GoPro, Inc. — *GoPro, Inc. is a Delaware corporation that designs and manufactures action cameras and related products and services.* On September 1, 2026, GoPro, Inc. entered into an Agreement and Plan of Merger with Action Acquisitions LLC (Parent) and Starman Optical, Inc. (Merger Sub, a wholly owned subsidiary of Parent). Under the merger agreement, each outstanding share of GoPro common stock will be converted into the right to receive $1.14 in cash and 0.1 shares of the surviving corporation's common stock, subject to potential downward adjustment for net working capital shortfall. GoPro will continue as a subsidiary of Parent following the merger. The transaction is subject to customary closing conditions including stockholder approval, expiration of Hart-Scott-Rodino waiting periods, and absence of governmental orders prohibiting the merger. Midtown Equities LLC has committed to provide equity financing to Parent at closing.
  https://www.sec.gov/Archives/edgar/data/1500435/0001628280-26-060181.txt

## Citations
- 0001628280-26-059839 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026059839
- 0001628280-26-060181 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026060181