GoPro与私营光子公司Starman Optical签署确定性合并协议，股东获$1.14/股现金及合并后约10%股权

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 1, 2026
GOPRO, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-36514
77-0629474
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)
3025 Clearview Way
,
San Mateo
,
CA
94402
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(650)
332-7600
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.0001
GPRO
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 8.01. Other Events.
On September 1, 2026, GoPro, Inc. (“GoPro”) issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Action Acquisitions LLC, a Delaware limited liability company (“Parent”), and Starman Optical, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” or “Starman”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver (if waiver is permitted by applicable law) of the conditions set forth therein, Merger Sub will merge with and into GoPro, with GoPro continuing as the surviving corporation and a subsidiary of Parent.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
No Offer or Solicitation
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).
Additional Information and Where to Find It
This document may be deemed to be solicitation material in respect of the proposed transaction involving GoPro and Parent. In connection with the proposed transaction, GoPro intends to file with the Securities and Exchange Commission (the “SEC”) and furnish to stockholders a proxy statement. This document is not a substitute for the proxy statement or any other document that GoPro may file with the SEC or send to its stockholders in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS OF GOPRO ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GOPRO AND THE PROPOSED TRANSACTION. The materials to be filed by GoPro will be made available to GoPro’s investors and stockholders at no expense to them and copies may be obtained free of charge on GoPro’s website at https://investor.gopro.com/. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov.
GoPro and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of GoPro stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of GoPro’s executive officers and directors in the solicitation by reading GoPro’s proxy statement for its 2026 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the subsequent Quarterly Reports on Form 10-Q, and the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed transaction when they become available. Information concerning the interests of GoPro’s participants in the solicitation, which may, in some cases, be different than those of GoPro’s stockholders generally, will be set forth in the proxy statement relating to the proposed transaction when it becomes available.
Forward-Looking Statements
This document may contain forward-looking statements including, among other things, statements regarding the potential benefits of the proposed transaction; the prospective performance and outlook of GoPro's business, performance and opportunities; the technologies to be added to GoPro's portfolio; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to: (i) the ability to obtain the requisite approval from stockholders of GoPro; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for GoPro will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require GoPro to pay a termination fee or other expenses; (vi) the effect of the pendency of the proposed transaction on GoPro's ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or
its stock price; (vii) risks related to diverting management's attention from GoPro's ongoing business operations or the loss of one or more members of the management team; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which GoPro and Starman operate; (x) actions by third parties, including government agencies, (xi) uncertainty regarding the expected financial performance of the combined company following completion of the proposed transaction; (xii) failure to realize the anticipated benefits of the proposed transaction within the expected time frame or at all, including as a result of a delay in completing the proposed transaction or integrating the businesses; (xiii) the ability of the combined company to implement its business strategy; and (xiv) other risk factors detailed from time to time in GoPro's reports filed with the SEC, including GoPro's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive. Any forward-looking statements speak only as of the date of this communication. GoPro does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.
Description
99.1
Press Release of GoPro, Inc., dated September 1, 2026.
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GoPro, Inc.
(Registrant)
Dated:
September 1, 2026
By: /s/ Brian Tratt
Brian Tratt
Chief Financial Officer
(Principal Financial Officer)

----- gpro2026-09x01exhibit991.htm -----
EX-99.1
2
gpro2026-09x01exhibit991.htm
EX-99.1
Document
Exhibit 99.1
GOPRO
ENTERS
INTO
DEFINITIVE
AGREEMENT
TO
MERGE
WITH
STARMAN OPTICAL, INC.
Merger to Recapitalize and Reposition GoPro; Company to Remain Publicly Listed on
Nasdaq
Transaction Expected to Add U.S. Onshore Optical Transceiver Business, Positioning GoPro to Expand into AI Data Center, Government
,
Defense and Aerospace Markets
GoPro
to
Continue
Supporting
its
Existing
Consumer
Products
and
its
Subscription
and Cloud
Platform
While
Investing
in
Growth
NEW
YORK,
NY
and
SAN
MATEO,
Calif.,
Sept.
1,
2026
–
GoPro,
Inc.
(NASDAQ:
GPRO)
and
Starman Optical, Inc. (“Starman”), a privately held optical-photonics company, today announced
that
they
have
entered
into
a
definitive
merger
agreement.
In
connection
with the
proposed
transaction,
GoPro
shareholders
will
receive
an
aggregate
cash
payment
of
$285 million, or $1.14 per share, subject to potential adjustment based on GoPro’s net working capital at closing and will maintain ownership of approximately 10% of the outstanding
shares
of
the
Company.
GoPro’s
outstanding
debt
of
approximately
$92
million will be repaid in full at closing, resulting in a clean, substantially debt-free balance sheet.
Over
the past
24
years, GoPro
has
developed
industry-leading
imaging solutions
featuring innovative,
advanced optics,
market-defining
technology
and an
associated
IP
portfolio
of more
than
2500
U.S.
patents.
The
merger
intends
to
maximize
the
value
of
GoPro’s
IP
and growth potential in consumer, commercial and defense markets by recapitalizing the company, strengthening its balance sheet, investing in growth and onshoring the manufacturing of products for strategic markets.
GoPro will remain a publicly listed company and will continue to fully support its existing consumer
products
and
its
subscription
and cloud
platform
while
investing
in
growth
and
a broader, diversified product roadmap. Starman's U.S.-made optical transceivers are expected to be added to GoPro's portfolio, extending the Company’s reach into the large and rapidly growing market for AI infrastructure in optical transceivers.
Following
the
transaction
closing,
the
combined
company
also
intends
to
leverage
its
IP, optics and imaging capabilities across defense, government, robotics and aerospace markets, building on demand for U.S.-made solutions.
“Advanced optics and imaging are essential to AI, national security, and the broader economy,
yet
much
of
the
critical
hardware
supporting
these
technologies
continues
to
be
manufactured overseas,”
said Charles Tebele, Chief Executive Officer of Starman Holding. “The combination of GoPro’s world-class optical expertise and intellectual property with Starman’s advanced transceiver capabilities and U.S. manufacturing platform creates a unique
opportunity.
Together,
we
intend
to
bring
production
of
these
critical
components back to the United States.”
“We expect this merger to enable GoPro to grow across consumer, commercial and defense markets as a leading American imaging and optical solutions company, addressing important areas of national security related to cameras, optics and AI infrastructure. We’re excited to combine with the Starman team to capitalize on this opportunity
and
play
an
important
role
in
America’s
future,”
said
Nicholas
Woodman, Founder and CEO of GoPro.
The
transaction
has
been
approved
by
GoPro’s
Board
of
Directors
and by
the
Board
of Starman.
It
is
expected
to
close
by
year-end
2026,
subject
to
regulatory
approvals
and other customary closing conditions, including approval by GoPro’s stockholders.
GoPro
plans to provide
additional
information
regarding
the transaction upon
closing.
Houlihan Lokey, Inc. is acting as financial advisor
and has provided a fairness opinion to GoPro, and Fenwick & West LLP is serving as legal counsel to GoPro.
About
GoPro,
Inc.
(NASDAQ:
GPRO)
GoPro
helps
the
world
capture
and
share
itself
in
immersive
and
exciting
ways.
Connect with GoPro on
Instagram
,
YouTube
,
TikTok
,
Facebook
,
X
,
LinkedIn
, and GoPro's blog,
The Current
. Members of the press can access official logos and imagery on our
press
portal
. For more information, visit
GoPro.com
.
GoPro,
HERO,
MAX,
MISSION
and
their
respective
logos
are
trademarks
or
registered trademarks of GoPro, Inc. in the United States and other countries.
About
Starman
Optical
Starman Optical, Inc. ("Starman"), a Starman Holding company, is a privately held U.S. optical-photonics company focused on the development and domestic manufacturing of optical transceivers and related photonics technologies through its Starman New Photonics business. Starman Holding is a diversified holding company with interests across technology, consumer brands, and optical photonics.
Additional
Information
and
Where
to
Find
It
This press release may be deemed to be solicitation material in respect of the proposed transaction involving GoPro, Inc. (“GoPro”) and Starman. In connection with the proposed transaction, GoPro intends to file with the Securities and Exchange Commission (the
“SEC”) and furnish to stockholders a proxy statement. This press release is not a substitute for
the
proxy
statement
or
any
other
document
that
GoPro
may
file
with
the
SEC
or
send
to its stockholders in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS OF GOPRO ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION
WITH
RESPECT
TO
THE
PROPOSED
TRANSACTION
BECAUSE
THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT GOPRO AND THE PROPOSED
TRANSACTION. The materials to be filed by GoPro will be made available to GoPro’s investors and stockholders at no expense to them and copies may be obtained free of charge
on
GoPro’s
website
at
https://investor.gopro.com/
.
In
addition,
all
of
those
materials will be available at no charge on the SEC’s website at
www.sec.gov
.
GoPro
and
its
directors,
executive
officers,
other
members
of
its
management
and employees
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
of
GoPro stockholders
in
connection
with
the
proposed
transaction
under
SEC
rules.
Investors
and stockholders
may
obtain
more
detailed
information
regarding
the
names,
affiliations
and interests
of
GoPro’s
executive
officers
and
directors
in
the
solicitation
by
reading
GoPro’s proxy
statement
for
its
2026
annual
meeting
of
stockholders,
the
Annual
Report
on
Form 10-K
for
the
fiscal
year
ended
December
31,
2025
and
the
subsequent
Quarterly
Reports on Form 10-Q, and the proxy statement and other relevant materials that will be filed with
the
SEC
in
connection
with
the
proposed
transaction
when
they
become
available.
Information concerning the interests of
GoPro’s participants in
the solicitation, which may, in
some
cases,
be
different
than
those
of
GoPro’s
stockholders
generally,
will
be
set
forth
in the proxy statement relating to the proposed transaction when it becomes available.
Forward-Looking
Statements
This
press
release
may contain
forward-looking
statements
including,
among
other
things, statements regarding the potential benefits of the proposed transaction; the prospective performance and outlook of GoPro’s business, performance and opportunities; the technologies to be added to GoPro’s portfolio; the ability of the parties to complete the proposed
transaction
and
the expected
timing of
completion
of
the proposed
transaction; as well
as any
assumptions underlying any
of the foregoing. The words
“believe,”
“may,”
“will,”
“estimate,”
“continue,”
“anticipate,”
“intend,”
“expect,”
and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements.
Risks
include,
but
are
not
limited
to:
(i)
the
ability
to
obtain
the requisite approval from stockholders of GoPro; (ii) the risk that the proposed transaction may
not
be
completed
in
a
timely
manner
or
at all;
(iii)
the
possibility
that
competing
offers or acquisition proposals for GoPro will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or
waived,
including
the
failure
to
receive
any
required
regulatory approvals
from
any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances
that
would
require
GoPro
to
pay
a
termination
fee
or
other
expenses;
(vi)
the effect
of
the
pendency
of
the
proposed
transaction
on
GoPro’s
ability
to
retain
and
hire
key personnel, its ability to maintain relationships with its customers, suppliers and others
with whom it does business, its business generally or its stock price; (vii) risks related to diverting management’s attention
from
GoPro’s ongoing
business operations or
the loss of one
or more
members of
the
management
team;
(viii)
the risk
that stockholder
litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which GoPro and Starman operate; (x) actions by third parties, including government agencies,
(xi)
uncertainty regarding the expected financial performance of the combined company following completion of the proposed transaction; (xii) failure to realize the anticipated benefits
of
the
proposed
transaction
within
the
expected
time
frame
or
at
all,
including
as
a result
of a delay in completing
the proposed transaction or
integrating the businesses; (xiii) the
ability
of
the
combined
company
to
implement
its
business
strategy;
and
(xiv)
other
risk factors detailed from time to time in GoPro’s reports filed with the SEC, including GoPro’s Annual
Reports
on
Form
10-K,
Quarterly
Reports
on
Form
10-Q,
Current
Reports
on
Form
8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive. Any forward-looking statements speak only as of the date of this communication. GoPro does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
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Investor
Contact
investor@gopro.com
Media
Contact
pr@gopro.com