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GoPro, Inc.

For the period ended Jun 30, 2025. Filed Aug 11, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 11, 2025

GPRO$0.88-2.3%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Trading Plans of Directors and Executive Officers

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards.

Set forth below is certain information regarding “Rule 10b5-1 trading arrangements” (Rule 10b5-1 trading plans) or a “non-Rule 10b5-1 trading arrangements” (non-Rule 10b5-1 trading plans), each as defined in Regulation S-K Item 408, adopted by our directors and officers (as defined in Rule 16a-1(f)) during the second quarter of fiscal year 2025. The Rule 10b5-1 trading plans listed below are each intended to satisfy the affirmative defense of Rule 10b5-1(c).

NameTitleDate Plan was AdoptedExpiration DateTotal Amount of Class A Common Stock to be Sold Under the PlanTotal Amount of Class B Common Stock to be Sold Under the PlanTotal Amount of Class A & B Common Stock to be Sold Under the Plan
Brian T. McGeeExecutive Vice President, Chief Financial Officer and Chief Operating Officer5/19/2025(1)5/19/20271,195,41201,195,412(2)
Dean JahnkeSenior Vice President, Global Sales and Channel Marketing5/20/2025(3)5/20/2026429,6150429,615(4)

(1) On May 19, 2025, Brian T. McGee, the Company’s Executive Vice President, Chief Financial Officer and Chief Operating Officer, entered into a Rule 10b5-1 trading plan (the “McGee 2025 Plan”) which was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2) The McGee 2025 Plan provides for the sale of up to a maximum of 1,195,412 shares of Class A common stock comprised of shares acquired upon the vesting of restricted stock units and performance-based restricted stock units, previously vested restricted stock units and the exercise of stock options. During the term of the McGee 2025 Plan, all vested shares received pursuant to equity awards granted to Mr. McGee will exclude any shares withheld by the Company to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the equity awards. Performance-based restricted stock units are subject to the satisfaction of certain performance criteria and have a payout range of 0% - 150%. Due to pricing conditions in the McGee 2025 Plan and the vesting conditions of the awards, the number of shares actually sold under the McGee 2025 Plan may be less than the maximum number of shares that can be sold, as noted in the table above. The McGee 2025 Plan will expire on May 19, 2027, or earlier if all transactions under the McGee 2025 Plan are completed.

(3) On May 20, 2025, Dean Jahnke, the Company’s Senior Vice President, Global Sales and Channel Marketing, entered into a Rule 10b5-1 trading plan (the “Jahnke 2025 Plan”) which was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(4) The Jahnke 2025 Plan provides for the sale of up to a maximum of 429,615 shares of Class A common stock comprised of shares acquired from previously vested restricted stock units, prior purchases under our Employee Stock Purchase Plan (ESPP), and the exercise of stock options. During the term of the Jahnke 2025 Plan, all vested shares received pursuant to equity awards granted to Mr. Jahnke will exclude any shares withheld by the Company to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the equity awards. Performance-based restricted stock units are subject to the satisfaction of certain performance criteria and have a payout range of 0% - 150%. Due to pricing conditions in the Jahnke 2025 Plan and the vesting conditions of the awards, the number of shares actually sold under the Jahnke Plan may be less than the maximum number of shares that can be sold, as noted in the table above. The Jahnke 2025 Plan will expire on May 20, 2026, or earlier if all transactions under the Jahnke 2025 Plan are completed.

No other officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading plan during the second quarter ended June 30, 2025.

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