GoPro, Inc. has filed a notification with the Securities and Exchange Commission indicating it will miss the deadline for its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026. The company filed a Form 12b-25 on November 10, 2026, citing the need for additional time to complete financial close procedures and documentation for the accounting and valuation of certain financing arrangements entered into during the third quarter.
The filing states that GoPro has not remediated a material weakness in its internal control over financial reporting. This weakness relates to the design and maintenance of effective controls for evaluating the accounting for and valuation of embedded features within financing arrangements, including the inputs and assumptions used in those valuations.
Additionally, the company is actively seeking waivers from its lenders regarding noncompliance with certain covenants under its financing arrangements. GoPro warns that if waivers are not received, the noncompliance could constitute an event of default, allowing lenders to accelerate the repayment of indebtedness. This could also impact a pending merger, potentially permitting the acquirer to terminate the agreement.
While the full report is delayed, GoPro provided preliminary financial results for the quarter ended September 30, 2026. The company expects net revenue of approximately $96 million, compared to $163 million in the same period of 2025. Gross margin is anticipated to be approximately 12.7%, down from 35.1% in the prior year. Operating expenses are expected to be around $60 million, compared to $73 million in the prior year.
GoPro also noted that its financial statements will continue to reflect substantial doubt about its ability to continue as a going concern for the next twelve months. The company expects to file the Q3 Form 10-Q and the accompanying earnings 8-K as soon as practicable.
