STOCK TITAN

GoPro (GPRO) CFO awarded RSUs and surrenders shares to cover tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GoPro, Inc.’s Chief Financial Officer Brian Robert Tratt reported compensation-related equity activity in Class A Common Stock. He received an award of 216,216 restricted stock units (RSUs) that will vest 100% on May 15, 2026, and an additional 25,799 RSUs that vest over four years starting on May 15, 2027, subject to continued service.

To cover tax withholding from RSU vesting, 10,625 shares were relinquished at $1.11 per share and cancelled, with the issuer paying the related federal and state tax obligations; this was not an open-market sale. After these transactions, individual line items show direct holdings of 330,640, 341,265, and 125,049 shares, and an additional 1,041 shares held indirectly by his spouse.

Positive

  • None.

Negative

  • None.
Insider Tratt Brian Robert
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 25,799 $0.00 --
Grant/Award Class A Common Stock 216,216 $0.00 --
Tax Withholding Class A Common Stock 10,625 $1.11 $12K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 125,049 shares (Direct, null); Class A Common Stock — 1,041 shares (Indirect, By Spouse)
Footnotes (1)
  1. Represents an award of restricted stock units ("RSUs") that will vest 100% on May 15, 2026. Represents an award of RSUs that vests over a four-year period as follows: 25% of the RSUs shall vest on May 15, 2027 and 25% of the RSUs shall vest each annual anniversary thereafter, subject to the Reporting Person's continuous status as an employee or service provider through each vesting date. Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this line item were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported in this line item for any reason other than to cover required taxes.
Single-vest RSU grant 216,216 RSUs Vests 100% on May 15, 2026
Four-year RSU grant 25,799 RSUs Vests 25% annually starting May 15, 2027
Tax-withholding shares 10,625 shares at $1.11 Relinquished to cover RSU vesting taxes
Direct holding after RSU grant 341,265 shares Post-transaction amount on one award line
Additional direct holding line 330,640 shares Post-transaction amount on tax-withholding line
Smaller direct holding line 125,049 shares Post-transaction amount on second RSU award line
Indirect spouse holding 1,041 shares Class A Common Stock held by spouse
restricted stock units ("RSUs") financial
"Represents an award of restricted stock units ("RSUs") that will vest 100% on May 15, 2026."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Section 16b-3(e) regulatory
"Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability by delivering or withholding securities…"
Rule 16b-3 regulatory
"…incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
tax withholding obligations financial
"…in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person…"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Tratt Brian Robert

(Last)(First)(Middle)
3025 CLEARVIEW WAY

(Street)
SAN MATEO CALIFORNIA 94402

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
GoPro, Inc. [ GPRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock05/15/2026A(1)25,799A$0125,049D
Class A Common Stock05/15/2026A(2)216,216A$0341,265D
Class A Common Stock05/15/2026F(3)10,625D$1.11330,640D
Class A Common Stock1,041IBy Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents an award of restricted stock units ("RSUs") that will vest 100% on May 15, 2026.
2. Represents an award of RSUs that vests over a four-year period as follows: 25% of the RSUs shall vest on May 15, 2027 and 25% of the RSUs shall vest each annual anniversary thereafter, subject to the Reporting Person's continuous status as an employee or service provider through each vesting date.
3. Exempt transaction pursuant to Section 16b-3(e) - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this line item were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of any of the shares reported in this line item for any reason other than to cover required taxes.
Remarks:
/s/ Tyler Gee, Attorney-in-Fact for Brian Tratt05/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did GoPro (GPRO) CFO Brian Tratt report on May 15, 2026?

GoPro’s CFO Brian Tratt reported RSU grants and a tax-withholding share disposition. He received 216,216 RSUs vesting in 2026 and 25,799 RSUs vesting over four years, while 10,625 shares were surrendered at $1.11 solely to cover tax obligations.

How many GoPro (GPRO) RSUs did the CFO receive in this Form 4 filing?

The CFO received two RSU awards totaling 242,015 units. One grant covers 216,216 RSUs vesting 100% on May 15, 2026, and a second grant covers 25,799 RSUs vesting 25% annually over four years, starting May 15, 2027, contingent on continued service.

Was the GoPro (GPRO) CFO’s Form 4 transaction an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 10,625 shares were relinquished and cancelled at $1.11 each so the issuer could pay federal and state tax withholding triggered by RSU vesting, under Section 16b-3(e).

How do the new RSU awards for GoPro (GPRO) CFO vest over time?

One award of 216,216 RSUs vests 100% on May 15, 2026. The second award of 25,799 RSUs vests over four years: 25% on May 15, 2027, and 25% on each annual anniversary, conditioned on continuous employment or service through each vesting date.

What are the GoPro (GPRO) CFO’s reported share holdings after these transactions?

The filing reports several post-transaction direct holdings line items, including 330,640, 341,265, and 125,049 shares following specific entries. It also shows 1,041 shares held indirectly by his spouse, reflecting both direct and indirect ownership positions in GoPro Class A stock.

Why were 10,625 GoPro (GPRO) shares cancelled in the CFO’s Form 4?

10,625 shares were cancelled to satisfy tax obligations from RSU vesting. The issuer accepted these shares at $1.11 each and agreed to pay the CFO’s federal and state tax withholding, making this an exempt Section 16b-3(e) transaction instead of a discretionary market sale.