GoPro Says 2025 and 2026 Financials Can No Longer Be Relied On

What happened

GoPro, Inc., the maker of action cameras, said in a Form 8-K filed October 16, 2026 that several sets of its previously issued financial statements were materially misstated and should no longer be relied upon. The filing followed an October 9, 2026 conclusion by the company's Audit Committee, reached in consultation with management.

The affected statements are the audited financials for the fiscal year ended December 31, 2025, the unaudited financials for the quarter and nine months ended September 30, 2025, and the unaudited financials for the quarters ended March 31, 2026 and June 30, 2026. GoPro said it also intends to restate them, filing an amendment to its 2025 annual report and amendments to its first- and second-quarter 2026 reports.

The company said it identified the errors while preparing a proxy statement connected to a merger agreement dated September 1, 2026 and while finalizing records for the quarter ended September 30, 2026.

GoPro said the errors do not affect revenue, gross margin, operating loss, cash, operating cash flows, EBITDA or non-GAAP operating income or loss in any restated period. It said the corrections affect net loss and other non-cash adjustments, with offsetting entries that leave net cash used in operating activities unchanged.

The accounting errors

The filing describes two problems. The first concerns warrants issued to Mateo Financing, LLC on August 4, 2025. GoPro said the Black-Scholes valuations used to measure the warrants initially and at each later reporting date used an expected term shorter than the remaining contractual term through August 1, 2035, and wrongly included an illiquidity discount. That understated the warrant liability and overstated long-term debt by $8.1 million at initial measurement.

The second concerns convertible debentures issued in 2026 under a securities purchase agreement with YA II PN, Ltd. GoPro said it used the fair value of the convertible debenture itself as the fair value of the embedded conversion derivative, rather than a with-and-without valuation, and it recorded $30.9 million as an embedded conversion derivative liability and a $7.1 million loss instead of recording the combined embedded derivative liability and debt host in short-term debt of $23.8 million.

The company listed specific dollar effects for each period, including an understatement of interest expense of about $1.4 million for the year ended December 31, 2025 and an overstatement of net loss of about $0.8 million for that year. For the quarter ended March 31, 2026, net loss was overstated by about $4.5 million, restated to $76.3 million from $80.8 million.

GoPro said it also concluded there was a material weakness in internal control over financial reporting because it did not design and maintain effective controls to evaluate the accounting for and valuation of embedded features in financing arrangements. Management concluded disclosure controls and procedures and internal control over financial reporting were not effective as of September 30, 2025, December 31, 2025, March 31, 2026 and June 30, 2026. Management's 2025 report on internal control over financial reporting should no longer be relied upon, the company said.

GoPro said management and the Audit Committee determined the misstatements were unintentional and were not the result of fraud or any attempt to deceive. The Audit Committee discussed the matters with PricewaterhouseCoopers LLP, the company's independent registered public accounting firm.

What this means

A Form 8-K is a current report that public companies file with the Securities and Exchange Commission to disclose material events between quarterly and annual reports. Item 4.02 of the form is triggered when a company concludes that previously issued financial statements can no longer be relied upon. It is one of the clearest signals a company can send that its own past numbers were wrong.

The instruments at the center of the errors are corporate financing tools. A warrant gives its holder the right to buy shares at a set price, and when it is liability-classified it must be revalued each period, with changes running through earnings. A convertible debenture is a loan that can convert into stock; an embedded conversion derivative is the value of that conversion feature, which accounting rules can require a company to value separately from the loan itself.

The specific date range of the restatements matters. GoPro's warrants were issued in August 2025 and the debentures in 2026, so the errors flow through every reporting period that touched those instruments. That is why the restatement reaches back to the third quarter of 2025 and forward through the second quarter of 2026.

The company has not yet filed the amended reports. It said it intends to file the 2025 10-K/A and the two 10-Q/A amendments as soon as reasonably practicable. Until those filings land, the restated figures described in the 8-K are the company's stated corrections, not yet audited or reviewed statements on file.