GoPro, Inc. 8K

GoPro, Inc. agreed to be acquired by Action Acquisitions LLC via a merger in which GoPro stockholders will receive a combination of cash and stock consideration for each share of common stock, with GoPro becoming a subsidiary of Action Acquisitions.

On September 1, 2026, GoPro, Inc. entered into an Agreement and Plan of Merger with Action Acquisitions LLC and its wholly owned subsidiary Starman Optical, Inc., under which Starman Optical will merge with and into GoPro, with GoPro surviving as a subsidiary of Action Acquisitions. At the effective time of the merger, each outstanding share of GoPro common stock (other than treasury, parent-held, and properly perfected appraisal shares) will be converted into the right to receive a mix of stock and cash consideration consisting of 0.1 shares of Surviving Corporation common stock and $1.14 in cash per share, subject to certain adjustment provisions. The GoPro board of directors has unanimously determined that the merger agreement and related transactions are fair to and in the best interests of GoPro and its stockholders, approved the merger, and resolved to recommend stockholder approval, while the parent’s sponsor, Midtown Equities LLC, has provided a commitment letter to fund required cash amounts for the transaction, which is conditioned on satisfaction of customary closing conditions, regulatory approvals, and stockholder adoption of the merger agreement.

Filing Facts

CIK

1500435

Ticker

-

Form

8K

Source Type

sec

Accession

0001628280-26-060181

Alert Tier

8