Form 4: GoPro CEO Woodman's Routine Tax-Related Stock Disposition
Insider Transaction Report
GoPro CEO Nicholas Woodman disposed of 9,192 Class A Common Stock shares to cover tax obligations from restricted stock unit vesting.
Summary
- Nicholas Woodman, CEO, Chairman of the Board, Director, and 10% Owner of GoPro, Inc. (GPRO), reported a disposition of Class A Common Stock.
- On August 15, 2025, 9,192 shares of Class A Common Stock were disposed of at a price of $1.35 per share.
- This transaction was an exempt disposition pursuant to Section 16b-3(e), specifically for the payment of tax liability by delivering or withholding securities incident to the vesting of restricted stock units.
- The shares were relinquished by Mr. Woodman and cancelled by GoPro to cover federal and state tax withholding obligations.
- Mr. Woodman did not sell or otherwise dispose of these shares for any reason other than to cover required taxes.
- Following this reported transaction, Mr. Woodman beneficially owns 812,102 shares of Class A Common Stock directly.
Sentiment
Score: 5
Explanation: The filing reports a routine, non-discretionary transaction by an insider to cover tax obligations from equity vesting. This is a neutral event with no significant positive or negative implications for the company's operations or financial health.
Risks
- The reporting person remains responsible for compliance with the requirements of Section 16 of the Exchange Act and Rule 144, including reporting requirements.
- The reporting person is liable for any failure to comply with such requirements or for disgorgement of profits under Section 16(b) of the Exchange Act.
Future Outlook
NA
Management Comments
- The shares reported as disposed of were relinquished and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations resulting from the vesting of restricted stock units.
- The Reporting Person did not sell or otherwise dispose of any of the shares for any reason other than to cover required taxes.
Industry Context
This filing details a routine insider transaction related to equity compensation and tax obligations, which is common across publicly traded companies and does not reflect broader industry trends or competitive dynamics.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Delegation of Authority | Nicholas Woodman executed a Limited Power of Attorney, appointing Jason Stephen, Tyler Gee, and Michelle Shores as attorneys-in-fact to prepare, execute, submit, and file SEC forms (including Forms ID, 3, 4, 5, and 144) on his behalf. This includes actions related to EDGAR system access and account administration. | August 2025 | Enhances efficiency and ensures timely compliance with SEC filing requirements for insider transactions by delegating administrative tasks to designated attorneys-in-fact. |
Stakeholder Impact
- Shareholders: Minimal direct impact as this is a routine tax-related transaction by an insider, not a discretionary sale or a change in company strategy.
- Employees: No direct impact indicated.
Key Dates
| Date | Description |
|---|---|
| 08/15/2025 | Date of transaction for the disposition of Class A Common Stock. |
| 08/19/2025 | Date the Form 4 was signed by the Attorney-in-Fact for Nicholas Woodman. |
| August 2025 | Month the Limited Power of Attorney for executing SEC forms was signed by Nicholas Woodman. |
Keywords
GoPro, GPRO, Nicholas Woodman, SEC Form 4, Insider Transaction, Stock Disposition, Tax Withholding, Restricted Stock Units, Corporate Governance
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