GoPro, Inc. entered into an amendment to its previously announced merger agreement with Action Acquisition LLC on November 6, 2026. The amendment, titled Amendment No. 1 to the Agreement and Plan of Merger, modifies several terms of the original agreement signed on September 1, 2026.
The most significant change extends the deadline for completing the merger. The original agreement required the transaction to be finalized by December 31, 2026. The new deadline is March 31, 2027. This extension allows more time for the transaction to be consummated.
The amendment also addresses the corporate structure of the surviving entity. It specifies that GoPro’s existing certificate of incorporation will become the certificate of incorporation of the surviving corporation at the effective time of the merger. Additionally, the amendment removes the previously attached exhibit for the certificate of incorporation.
Financial adjustments were also added to the agreement. The amendment amends Section 2.9 to ensure that if the number of shares of GoPro’s common stock changes due to stock splits, dividends, or other corporate actions between the amendment date and the merger completion, the merger consideration and the number of shares issued to shareholders will be adjusted to maintain the same economic effect.
The filing also corrects a typographical error regarding the name of the acquiring entity. The original agreement referred to the parent company as “Action Acquisitions LLC.” The amendment confirms that the correct name is “Action Acquisition LLC” and that this entity has been the party to the agreement throughout.
GoPro stated that, except for the changes made in the amendment, all other terms of the original Merger Agreement remain in full force and effect.
