GoPro files merger proxy, restates financials over warrant accounting errors
GoPro, Inc. (NASDAQ: GPRO) has filed a preliminary proxy statement with the Securities and Exchange Commission in connection with its proposed merger with Starman Optical, Inc., according to a company statement dated Oct. 19, 2026.
Nicholas Woodman, Founder and CEO of GoPro, said the proxy filing represents "the next step toward closing," adding that the company is working with Starman to complete remaining steps. Charles Tebele, CEO of Starman Holding, said both companies remain "fully aligned and committed to completing the proposed transaction on the previously announced terms as quickly as possible."
Separately, GoPro disclosed that it has filed amendments to its Annual Report on Form 10-K for the year ended December 31, 2025, and quarterly reports for the periods ending March 31, 2026, and June 30, 2026, to restate previously issued financial statements. The restatements stem from accounting errors in the valuation of certain warrants issued in 2025 in connection with debt agreements, errors in accounting for warrants tied to a 2025 credit agreement, and measurement errors related to an embedded conversion derivative liability associated with convertible debentures issued in February 2026.

The company said the restatements involve non-cash accounting adjustments and do not affect previously reported revenue or operating cash flows for the periods in question.
GoPro noted that the accounting errors constitute a default or event of default under its credit facilities, convertible debentures, and senior secured notes. The company said it has requested and obtained waivers from default under each of those instruments.
Additional details are available in the company's SEC filings, including a Current Report on Form 8-K filed on October 16, 2026.

