GoPro, Inc.
For the period ended Dec 31, 2024. Filed Mar 17, 2025.
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FY2024 · Filed Mar 17, 2025
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Item 9B. 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 fourth quarter of fiscal year
- The Rule 10b5-1 trading plans listed below are each intended to satisfy the affirmative defense of Rule 10b5-1(c):
| Name | Title | Date Plan was Adopted | Expiration Date | Total Amount of Class A Common Stock to be Sold Under the Plan | Total Amount of Class B Common Stock to be Sold Under the Plan | Total Amount of Class A & B Common Stock to be Sold Under the Plan |
|---|---|---|---|---|---|---|
| Brian McGee | Executive Vice President, Chief Financial Officer and Chief Operating Officer | 11/15/2024 (1) | 11/15/2025 | 288,354 | — | 288,354 (2) |
| Eve Saltman | Chief Legal Officer, and Secretary, SVP, Corporate and Business Development, and Chief Compliance Officer | 11/18/2024 (3) | 11/25/2025 | 187,791 | — | 187,791 (4) |
(1) On November 15, 2024, Brian McGee, our Executive Vice President, Chief Financial Officer and Chief Operating Officer, entered into a Rule 10b5-1 trading plan (the "McGee 2024 Plan") which was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(2) The McGee 2024 Plan provides for the sale of up to a maximum of 288,354 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 2024 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 2024 Plan and the vesting conditions of the awards, the number of shares actually sold under the McGee 2024 Plan may be less than the maximum number of shares that can be sold, as noted in the table above. The McGee 2024 Plan will expire on November 15, 2025, or earlier if all transactions under the McGee 2024 Plan are completed.
(3) On November 18, 2024, Eve Saltman, the Company’s Senior Vice President, Corporate and Business Development, Chief Legal Officer and Secretary and Chief Compliance Officer, entered into a Rule 10b5-1 trading plan (the "Saltman 2024 Plan") which was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(4) The Saltman 2024 Plan provides for the sale of up to a maximum of 187,791 shares of Class A common stock comprised of shares acquired upon the vesting of restricted stock units and performance-based restricted stock units and previously vested restricted stock units. During the term of the Saltman 2024 Plan, all vested shares received pursuant to equity awards granted to Ms. Saltman 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 Saltman 2024 Plan and the vesting conditions of the awards, the number of shares actually sold under the Saltman 2024 Plan may be less than the maximum number of shares that can be sold, as noted in the table above. The Saltman 2024 Plan will expire on November 25, 2025, or earlier if all transactions under the Saltman 2024 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 fourth quarter ended December 31, 2024.
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