GoPro, Inc. entered into an Agreement and Plan of Merger on September 1, 2026, with Action Acquisitions, LLC (Parent) and Starman Optical, Inc. (Merger Sub), a wholly owned subsidiary of Parent. Under the terms of the agreement, Merger Sub will merge with and into GoPro, with GoPro continuing as the surviving corporation and becoming a subsidiary of Parent.
The transaction will be consummated upon the satisfaction of customary closing conditions, including the approval of GoPro’s stockholders. The Board of Directors of GoPro unanimously approved the agreement and recommended that stockholders adopt it.
Upon the effective time of the merger, each share of GoPro common stock issued and outstanding immediately prior to the effective time will be canceled and converted into the right to receive (i) 0.1 of a share of common stock of the surviving corporation and (ii) $1.14 in cash. The cash consideration is subject to a potential downward adjustment for any net working capital shortfall below a specified threshold.
GoPro’s outstanding warrants to purchase shares of common stock will be canceled and converted into cash equal to the Black Scholes Value of the warrant. Additionally, unvested restricted stock units and performance stock units will be assumed by the surviving corporation and converted into similar awards covering shares of the surviving corporation.
The merger is subject to a deadline of December 31, 2026. If GoPro terminates the agreement to accept a Superior Proposal, it must pay Parent a termination fee of $10,000,000. Midtown Equities LLC has committed to provide funding to Parent to satisfy obligations under the agreement.
