What the changes say
- Revenue fell to $651.5 million in 2025, while GoPro reported an $83.3 million operating loss.
- New and amended borrowings create repayment, covenant-compliance and waiver risks.
- Subscribers declined 7% to 2.36 million, while competition and tariffs pressure growth.
- Stock-price volatility, Nasdaq compliance and potential dilution became more prominent investor risks.
What changed since the prior 10-K
New
- NewRisks related to our business and industry
key employees leave, we may not be able to fully integrate new personnel or replicate the prior working relationships, and our operations could suffer as a result
A stock-price decline from $6.46 to $0.48 could make equity compensation less effective for retaining employees after workforce reductions.
- NewRisks related to our business and industry
Our future growth also relies, in part, on our continued ability to attract consumers to our GoPro.com sales channel, which has and will require significant expenditures in marketing, software development and infrastructure. There can be no assurance that this investment will be successful in driving revenue growth
Intensifying competition from Canon, Nikon, Sony, Samsung, Insta360, DJI and others could reduce GoPro’s market share, revenue and profitability.
- NewRisks related to our business and industry
supply for these components may be time-consuming, difficult and costly, and we may not be able to source these components on terms that are acceptable to us, or at all, which may adversely affect our ability to meet our development requirements or to fill our orders in a timely or cost-effective manner
Supplier noncompliance or regulatory changes could force costly product re-engineering, disrupt logistics and increase reliance on services such as Amazon Web Services.
- NewRisks related to ownership of our Class A common stock
Our stock price has been, and may in the future be, affected by atypical retailer investor interest
Social-media-driven retail trading caused extreme volatility in the third quarter of 2025 and could again disconnect GoPro’s stock price from performance.
- NewRisks related to our indebtedness
We may be required to seek a waiver of compliance or seek negotiations to further amend the 2025 Term Loan. The lenders may not provide any additional waiver(s) of compliance with the 2025 Term Loan or further amend the 2025 Term Loan
GoPro may need lender waivers or further amendments to the 2025 Term Loan, which lenders may refuse, potentially accelerating repayment obligations.
- NewRisks related to our indebtedness
Exercise of our outstanding warrants or Convertible Debentures will dilute the ownership interest of our existing stockholders or may otherwise depress the price of our common stock
Warrant and Convertible Debenture exercises, along with future stock issuance, could dilute existing owners; 2025 Term Loan warrants cover 11,076,968 shares at $0.75.
Dropped
- DroppedRisks related to our business and industry
cybersecurity insurance, our insurance may be insufficient for a particular incident or may not cover all liabilities incurred by any such attacks
- DroppedRisks related to our Intellectual Property and technology licenses
value of, our trademarks. In addition, we might not be able to, or may choose not to, acquire, or maintain trademark registrations, domain names, social media handles or other related rights in certain jurisdictions
- DroppedRisks related to ownership of our Class A common stock
assurance that, if we were to engage in a reverse stock split, it would not create an additional deficiency with Nasdaq listing standards
- DroppedRisks related to our indebtedness and capped call transactions
their 2025 Notes, or may otherwise depress our stock price or may adversely affect our financial condition
- DroppedRisks related to our indebtedness and capped call transactions
The accounting method for convertible debt securities that may be settled in cash, such as the 2025 Notes, may have a material effect on our reported financial results
- DroppedRisks related to our indebtedness and capped call transactions
The Capped Call transactions may affect the value of the 2025 Notes and our Class A Common Stock and we are subject to counterparty risk with respect to Capped Call transactions
- DroppedRisks related to our indebtedness and capped call transactions
The potential effect, if any, of these transactions and activities on the trading price of our Class A common stock or the 2025 Notes will depend in part on market conditions. Any of these activities could adversely affect the trading price of our Class A common stock or the 2025 Notes
Reworded
- 86% rewrittenRisks related to our business and industry
Adverse changes to trade agreements, trade policies, tariffs and import/export regulations may continue to have a negative effect on our business and results of operations
The risk now emphasizes uncertainty around proposed trade laws, policies and tariffs, rather than identifying GoPro’s contract-manufacturing locations.
Was: Adverse changes to trade agreements, trade policies, tariffs and import/export regulations may have a negative effect on our business and results of operations
- 85% rewrittenRisks related to ownership of our Class A common stock
If we do not regain compliance within the applicable compliance period(s), Nasdaq will provide written notification to us that the Class A common stock will be subject to delisting. At that time, we may appeal the delisting determination to a hearings panel
GoPro added that a March 25, 2025 Nasdaq notice followed 30 consecutive business days below the Bid Price Requirement.
- 85% rewrittenRisks related to our indebtedness
We have indebtedness in the form of convertible senior notes and credit agreements
The debt profile now includes a $50 million second-lien 2025 Term Loan and an additional $50 million under the revolving facility.
Was: We have indebtedness in the form of convertible senior notes
- 84% rewrittenRisks related to our business and industry
Due to seasonal consumer shopping patterns for our products, if sales fall short of projections, our overall financial condition and results of operations could be adversely affected
Fourth-quarter revenue rose to 31% of 2025 revenue, versus 25% in 2024 and 29% in 2023.
- 80% rewrittenRisks related to our indebtedness
Our credit agreements impose restrictions on us that may adversely affect our ability to operate our business
The risk now identifies revised minimum EBITDA, liquidity and asset-coverage covenants under the amended 2025 Term Loan.
Was: Our credit facility imposes restrictions on us that may adversely affect our ability to operate our business
- 78% rewrittenRisks related to our business and industry
We may not be able to acquire and retain subscribers at all or at historical rates and may decrease which could adversely impact our results of operations and our ability to be profitable
Subscriber growth turned into a 7% decline in 2025, reducing the subscriber base to 2.36 million.
- 68% rewrittenRisks related to our business and industry
We have incurred substantial operating losses in the last several years, and we may not be able to achieve revenue growth or profitability in the future, and if revenue growth or profitability is achieved, we may not be able to sustain it
Revenue declined to $651.5 million and the operating loss narrowed to $83.3 million; tariff volatility and recession concerns were added.
Was: We have incurred substantial operating losses in the past year, and we may not be able to achieve revenue growth or profitability in the future, and if revenue growth or profitability is achieved, we may not be able to sustain it
- 56% rewrittenRisks related to our business and industry
To remain competitive and stimulate consumer demand, we must effectively manage product introductions, product transitions, and product pricing
GoPro now says products must launch on schedule and within budget, adding budget control to product-introduction requirements.
- 55% rewrittenRisks related to our business and industry
We are taking a multi-pronged approach to regaining profitability with a focus on continued innovation and new product introductions while effectively managing and implementing cost-saving measures where appropriate, which may not be effective to restore profitability in our business
- 52% rewrittenRisks related to our Intellectual Property and technology licenses
Our intellectual property and proprietary rights may not adequately protect our products and services, and our business may suffer if third parties infringe our rights
- 44% rewrittenRisks related to our business and industry
Due to the nature of our business, we are heavily reliant on third parties outside of our control both in terms of our suppliers and for our operations
- 41% rewrittenRisks related to our business and industry
We may not be able to secure additional financing on favorable terms, or at all, to meet any future capital needs, and any future equity raises may dilute our existing shareholders
Was: We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs
- 39% rewrittenRisks related to our business and industry
We use artificial intelligence in our business, and its improper use or unintended consequences could adversely affect our reputation and our results of operations
- 32% rewrittenRisks related to ownership of our Class A common stock
The dual class structure of our common stock has the effect of concentrating voting control with our CEO, and we cannot predict the effect our dual class structure may have on our stock price or our business
- 28% rewrittenRisks related to ownership of our Class A common stock
Our stock price has been and will likely continue to be volatile
- 27% rewrittenRisks related to our business and industry
Our gross margin can vary significantly depending on multiple factors, which can result in unanticipated fluctuations in our operating results
- 24% rewrittenRisks related to our business and industry
Future profitability depends on our ability to develop new products for new markets with the goal to expand our core community of customers, and we may not be successful in doing so
Was: Future growth depends on our ability to develop new products for new markets with the goal to expand our core community of customers, and we may not be successful in doing so
All 38 risk factors
Headings as the filing states them, in filing order.
Risks related to our business and industry
- 01We have incurred substantial operating losses in the last several years, and we may not be able to achieve revenue growth or profitability in the future, and if revenue growth or profitability is achieved, we may not be able to sustain it68% rewritten
- 02We are taking a multi-pronged approach to regaining profitability with a focus on continued innovation and new product introductions while effectively managing and implementing cost-saving measures where appropriate, which may not be effective to restore profitability in our business55% rewritten
- 03key employees leave, we may not be able to fully integrate new personnel or replicate the prior working relationships, and our operations could suffer as a resultNew
- 04To remain competitive and stimulate consumer demand, we must effectively manage product introductions, product transitions, and product pricing56% rewritten
- 05We may not be able to acquire and retain subscribers at all or at historical rates and may decrease which could adversely impact our results of operations and our ability to be profitable78% rewritten
- 06Adverse changes to trade agreements, trade policies, tariffs and import/export regulations may continue to have a negative effect on our business and results of operations86% rewritten
- 07Our future growth also relies, in part, on our continued ability to attract consumers to our GoPro.com sales channel, which has and will require significant expenditures in marketing, software development and infrastructure. There can be no assurance that this investment will be successful in driving revenue growthNew
- 08Future profitability depends on our ability to develop new products for new markets with the goal to expand our core community of customers, and we may not be successful in doing so24% rewritten
- 09We may not be able to secure additional financing on favorable terms, or at all, to meet any future capital needs, and any future equity raises may dilute our existing shareholders41% rewritten
- 10Due to the nature of our business, we are heavily reliant on third parties outside of our control both in terms of our suppliers and for our operations44% rewritten
- 11supply for these components may be time-consuming, difficult and costly, and we may not be able to source these components on terms that are acceptable to us, or at all, which may adversely affect our ability to meet our development requirements or to fill our orders in a timely or cost-effective mannerNew
- 12We face substantial risks related to inventory, purchase commitments, and long-lived assets, and we could incur material charges related to these items that adversely affect our operating results
- 13Due to seasonal consumer shopping patterns for our products, if sales fall short of projections, our overall financial condition and results of operations could be adversely affected84% rewritten
- 14Our gross margin can vary significantly depending on multiple factors, which can result in unanticipated fluctuations in our operating results27% rewritten
- 15Our success depends on our ability to maintain the value and reputation of our brand
- 16Consumers may be injured while engaging in activities with our products, and we may be exposed to claims, or regulations could be imposed, which could adversely affect our brand, operating results, and financial condition
- 17We may be subject to warranty claims that could result in significant direct or indirect costs, or we could experience greater returns from retailers and customers than expected, which could harm our business and operating results
- 18We use artificial intelligence in our business, and its improper use or unintended consequences could adversely affect our reputation and our results of operations39% rewritten
Risks related to our Intellectual Property and technology licenses
- 19Our intellectual property and proprietary rights may not adequately protect our products and services, and our business may suffer if third parties infringe our rights52% rewritten
- 20We have been, and in the future may be, subject to intellectual property and proprietary rights claims from third parties and may be sued by third parties for alleged infringement
- 21If we are unable to maintain, license, or acquire rights to include intellectual property owned by others in the products, services or content distributed by us, our marketing, sales or future business strategy could be affected, or we could be subject to lawsuits relating to our use of this content
- 22We use open-source software in our platform that may subject our technology to general release or require us to re-engineer our solutions, which may harm our business
Risks related to regulatory compliance
- 23We are subject to governmental regulation and other legal obligations, particularly related to privacy, data protection and information security, and our actual or perceived failure to comply with such obligations could adversely affect our business and operating results
- 24We could be adversely affected by violations of the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act or similar anti-bribery laws in other jurisdictions in which we operate
- 25We are subject to governmental export and import controls and economic sanctions laws that could subject us to liability and impair our ability to compete in international markets
Risks related to ownership of our Class A common stock
- 26Our stock price has been and will likely continue to be volatile28% rewritten
- 27Our stock price has been, and may in the future be, affected by atypical retailer investor interestNew
- 28Our Class A common stock may cease to be listed on the Nasdaq Global Select Market
- 29If we do not regain compliance within the applicable compliance period(s), Nasdaq will provide written notification to us that the Class A common stock will be subject to delisting. At that time, we may appeal the delisting determination to a hearings panel85% rewritten
- 30The dual class structure of our common stock has the effect of concentrating voting control with our CEO, and we cannot predict the effect our dual class structure may have on our stock price or our business32% rewritten
- 31Delaware law and provisions in our restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Class A common stock
Risks related to our indebtedness
- 32We have indebtedness in the form of convertible senior notes and credit agreements85% rewritten
- 33We may be required to seek a waiver of compliance or seek negotiations to further amend the 2025 Term Loan. The lenders may not provide any additional waiver(s) of compliance with the 2025 Term Loan or further amend the 2025 Term LoanNew
- 34Our credit agreements impose restrictions on us that may adversely affect our ability to operate our business80% rewritten
- 35Exercise of our outstanding warrants or Convertible Debentures will dilute the ownership interest of our existing stockholders or may otherwise depress the price of our common stockNew
- 36Our effective tax rate and the intended tax benefits of our corporate structure and intercompany arrangements depend on the application of the tax laws of various jurisdictions and on how we operate our business, and such tax rates and tax benefits may change in the future
- 37We may grow our business in part through acquisitions, joint ventures, investments, and partnerships, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results
- 38Catastrophic events or political instability could disrupt and cause harm to our business
Other GoPro 10-Ks
- FY2024 10-K risk factors39 risks
GoPro faces substantial operating losses, including a $135.0 million loss in 2024 driven by delayed product launches and macroeconomic conditions.
Filed Mar 17, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.