GPRO GoPro, Inc.

“management has concluded that the Company s 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.”

“The errors and the related Restatements were the result of a material weakness in the Company s internal control over financial reporting, as the Company did not design and maintain effective controls to evaluate the accounting for and valuation of embedded features within financing arrangements.”

“the Audit Committee of the Board of Directors (the "Audit Committee") of the Company, in consultation with management, concluded that (i) the previously issued audited consolidated financial statements of the Company”

“% Change (units and dollars in thousands, except per share amounts) Q1 2026 Q4 2025 Q1 2025 Q1 2026 vs. Q4 2025 Q1 2026 vs. Q1 2025 (As Restated) (As Restated) Total revenue $ 99,065 $ 201,673 $ 134,308”

“This Management s Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement of our consolidated financial statements, as more fully described in Note 1A.”

“The restatement adjustments described in Note 1A. Restatement of previously issued consolidated financial statements, did not change income tax expense because the Company maintains a full valuation allowance on its United States federal and state net deferred tax assets.”

“The Company also received a waiver on October 16, 2026 related to the non-compliance with certain covenants, including non-compliance due to the restatement of the Company s Q1 2026 10Q as discussed in Note 1A Restatement of previously issued consolidated financial statements.”

“Accrued expenses and other current liabilities (in thousands) March 31, 2026 December 31, 2025 (As Restated) Derivative Liabilities $ 26,187 $ Purchase order commitments 25,819 1,343 Accrued sales incentives 19,050 38,259”

“The Company corrected errors in the valuation of the warrant liability, and in the valuation of the derivative liability associated with the Convertible Debentures conversion feature. See Note 1A. Restatement of previously issued consolidated financial statements, for the nature and quantitative effects of these corrections.”

“certain items in the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, initially filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026 (the "Original Form 10-K"), and subsequently updated in the Current Report on Form 8-K filed with the SEC on June 1, 2026 were restated due to errors in accounting for certain warrants issued in connection with the 2025 Credit Agreement.”

“The accompanying condensed consolidated financial statements as of and for the three months ended March 31, 2026 have been restated to correct the errors described in Note 1A.”

“As a result, management also re-evaluated the effectiveness of the Company's disclosure controls and procedures and 3 concluded that they were not effective as of March 31, 2026.”

“The material weakness described in Part II, Item 9A of the 2025 Form 10-K/A was not remediated as of March 31, 2026.”

“As a result of this restatement, the Company s management re-evaluated the effectiveness of the Company s internal control over financial reporting and concluded that the Company s internal control over financial reporting was not effective as of December 31, 2025, as described in Part II, Item 9A of the Form 10-K/A.”

“This Form 10-Q/A includes unaudited restated condensed consolidated financial statements as of and for the fiscal quarter ended March 31, 2026 (Affected Period) as further described below.”

“The following table sets forth our unaudited quarterly consolidated results of operations for each of the eight quarterly periods in the two-year period ended December 31, 2025. Three months ended (dollars in thousands, except per share amounts) Dec. 31, 2025 Sept. 30, 2025 Jun. 30, 2025 Mar. 31, 2025 Dec. 31, 2024 Sept. 30, 2024 Jun. 30, 2024 Mar. 31, 2024 (As Restated) (As Restated)”

“(dollars in thousands) 2025 2024 2023 % Change % Change (As Restated) Interest expense $ (9,856) $ (3,329) $ (4,699) 196 % (29) %”

“Year ended December 31, (dollars in thousands) 2025 2024 2023 (As Restated) Revenue Hardware $ 545,267 84 % $ 694,512 87 % $ 907,975 90 %”

“Q4 2025 Q4 2024 % Change FY 2025 FY 2024 % Change (As Restated) (As Restated) Total revenue $ 201,673 $ 200,882 % $ 651,542 $ 801,473 (19) %”

“This Management s Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement of our consolidated financial statements, as more fully described in Note 2 Restatement of previously issued consolidated financial statements to our consolidated financial statements.”

“On October 9, 2026, the Audit Committee of the Company's board of directors concluded, after discussion with the Company s management, that the previously issued financial statements during the Affected Periods should no longer be relied upon due to the errors described in the Explanatory Note above, and should be restated.”

“Management has concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2025 and December 31, 2025, and its internal control over financial reporting was not effective as of December 31, 2025 due to the following material weakness.”

“Specifically, the Company did not design and maintain effective controls to evaluate the accounting for and valuation of embedded features within financing arrangements, including controls to evaluate the inputs and assumptions used in the valuation.”

“We have restated our previously issued consolidated financial statements and as part of that process, have identified a material weakness in our internal control over financial reporting as of December 31, 2025.”

“We have restated our previously issued consolidated financial statements and as part of that process, have identified a material weakness in our internal control over financial reporting as of December 31, 2025.”

“Management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting were not effective as of September 30, 2025 and December 31, 2025, due to an identified material weakness in internal control over financial reporting.”

“Management has concluded that the Company's disclosure controls and procedures and internal control over financial reporting were not effective as of September 30, 2025 and December 31, 2025, due to an identified material weakness in internal control over financial reporting.”

“This Form 10-K/A includes audited restated consolidated financial statements and financial information as of and for the fiscal year ended December 31, 2025, as well as unaudited restated condensed consolidated financial information as of and for the three and nine months ended September 30, 2025 (the Affected Periods ), as further described below.”

“This Management s Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement of our consolidated financial statements, as more fully described in Note 1A. Restatement of previously issued consolidated financial statements to our consolidated financial statements.”

“The Company recorded an income tax expense of $ 0.8 million for the three months ended June 30, 2026 on a pre-tax net loss of $ 50.4 million, as restated. The restatement adjustments described in Note 1A. Restatement of previously issued consolidated financial statements, did not change the income tax expense because the Company maintains a full valuation allowance on its United States federal and state net deferred tax assets.”

“The following table presents the calculations of basic and diluted net loss per share: Three months ended June 30, Six months ended June 30, (in thousands, except per share data) 2026 2025 2026 2025 (As Restated) (As Restated) Numerator:”

“The Company also received a waiver on October 16, 2026 related to the non-compliance with certain covenants, including non-compliance due to the restatement of the Company s Q2 2026 10Q as discussed in Note 1A Restatement of previously issued consolidated financial statements.”

“Accrued expenses and other current liabilities (in thousands) June 30, 2026 December 31, 2025 (As Restated) Purchase order commitments (1) $ 42,094 $ 1,343 Derivative liabilities 23,733”

“The Company corrected errors in the valuation of the warrant liability, and in the valuation of the derivative liability associated with the Convertible Debentures conversion feature. See Note 1A. Restatement of previously issued consolidated financial statements, for the nature and quantitative effects of these corrections.”

“certain items in the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, initially filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026 (the "Original Form 10-K"), and subsequently updated in the Current Report on Form 8-K filed with the SEC on June 1, 2026 were restated due to”

“The accompanying condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 have been restated to correct the errors described in Note 1A.”

“As a result, management also re-evaluated the effectiveness of the Company's disclosure controls and procedures and 3 concluded that they were not effective as of June 30, 2026.”

“As a result of this restatement, the Company s management re-evaluated the effectiveness of the Company s internal control over financial reporting and concluded that the Company s internal control over financial reporting was not effective as of December 31, 2025, as described in Part II, Item 9A of the Form 10-K/A.”

“The material weakness described in Part II, Item 9A of the 2025 Form 10-K/A was not remediated as of June 30, 2026.”

“This Form 10-Q/A includes unaudited restated condensed consolidated financial statements as of and for the fiscal quarter ended June 30, 2026 (Affected Period) as further described below.”