GoPro Cannot File 10-Q, Flags Covenant Risk

The Tip Desk · November 10, 2026 · 4 min read

The camera maker said it expects third-quarter net revenue of about $96 million and a 12.7% gross margin, and that financial statements will still show substantial doubt about its ability to continue as a going concern.

GoPro, Inc. (GPRO), the action-camera maker, said it cannot file its Form 10-Q for the quarter ended September 30, 2026, without unreasonable effort or expense, and it is still working through the close.

The company said it needs more time to complete financial-close procedures and documentation for the accounting and valuation of certain financing arrangements entered into during the third quarter of 2026. It also said it is unable to file the Form 8-K announcing third-quarter earnings for the same reasons.

GoPro identified 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 within financing arrangements, including the inputs and assumptions used in the valuation. The company said that weakness has not been remediated.

It is actively seeking waivers from lenders and evaluating the financial-reporting and disclosure implications of noncompliance with certain covenants under its financing arrangements if waivers are not received. The company said that if waivers are not obtained, the noncompliance would constitute an event of default under those arrangements and, through cross-default provisions, under certain other debt agreements, and could permit lenders to exercise remedies, including accelerating repayment of the related indebtedness.

Any such acceleration, the company said, could result in the failure to meet a closing condition of its pending merger and permit the acquirer to terminate the merger agreement. GoPro said it expects to file the 10-Q and the earnings 8-K as soon as practicable.

The company said results of operations for the quarter ended September 30, 2026 will reflect significant changes from the quarter ended September 30, 2025, and that financial statements for the quarter will continue to reflect substantial doubt about the company’s ability to continue as a going concern for the next twelve months.

While still completing the close, GoPro provided preliminary results. It expects net revenue of approximately $96 million, compared with $163 million for the same period in 2025. Gross margin is expected at approximately 12.7%, compared with 35.1% a year earlier. Operating expenses are expected at approximately $60 million, compared with $73 million a year earlier. The company said the figures are preliminary, based on current expectations, still under review, and subject to change.

The preliminary revenue and margin sit after a second quarter in which revenue was $105 million, down 31% year over year, following first-quarter revenue of $99 million, down 26% year over year. Camera sell-through was approximately 291,000 units in the second quarter, down 38% year over year, after approximately 313,000 units in the first quarter, down 29% year over year.

Subscription and service revenue rose to $29 million in the second quarter, up 11% year over year and 28% of revenue, after $27 million in the first quarter, which was flat year over year. Retail-channel revenue was $58 million, or 56% of total revenue, in the second quarter, after $61 million, or 61% of total revenue, in the first quarter. GoPro.com revenue including subscription and service was $47 million, or 44% of total revenue, after $38 million, or 39% of total revenue.

GAAP gross margin was 30.2% in the second quarter, including a $19 million tariff-refund benefit and a $15 million charge related to certain component purchase commitments, after 4.3% in the first quarter, which included a $24.5 million component-purchase-commitment charge and a $4.5 million sale of slow-moving inventory. GAAP net loss was $51 million, or $(0.30) a share, in the second quarter, after $81 million, or $(0.50) a share, in the first quarter. Adjusted EBITDA was negative $29 million in the second quarter, after negative $50 million in the first quarter.

In May, the board authorized a process to evaluate a potential sale of the company and other strategic alternatives. GoPro said it continues to work diligently to complete the third-quarter close and to file the 10-Q and earnings 8-K as soon as practicable.