GoPro Delays Q3 10-Q, Discloses Preliminary Revenue of About $96 Million

GoPro (Nasdaq: GPRO) said it will file its quarterly report late, and in the same disclosure gave preliminary third-quarter figures showing revenue of about $96 million. The company made the disclosure in an 8-K accepted Tuesday, Nov. 10, 2026, at 4:19 p.m. ET, which attaches a Form 12b-25 notification of late filing for its Form 10-Q covering the quarter ended Sept. 30, 2026.

GoPro also has an earlier 8-K on its record, filed Oct. 16, that disclosed its previously issued financial statements for 2025 and 2026 should no longer be relied on. That filing is available here.

Preliminary third-quarter numbers

The company expects net revenue of about $96 million for the quarter, compared with $163 million in the same period of 2025, a decline of roughly 41%. Gross margin is expected to be about 12.7%, down from 35.1% a year earlier. Operating expenses are expected to be about $60 million, compared with $73 million in the third quarter of 2025.

The company said these are preliminary results based on current expectations, are still under review and are subject to change.

For scale, GoPro reported revenue of $104.9 million for the quarter ended June 30, 2026, and $651.5 million for 2025. Cash and equivalents were $27.3 million as of June 30, 2026, which is less than half of the roughly $60 million in operating expenses the company now expects for the third quarter alone.

Going-concern language and lender waivers

The company said its third-quarter financial statements will continue to reflect substantial doubt about its ability to continue as a going concern for the next twelve months.

GoPro is actively seeking waivers from its lenders and is evaluating the reporting and disclosure implications of noncompliance with certain covenants under its financing arrangements if waivers are not received. The company said that noncompliance would be an event of default under those arrangements and, through cross-default provisions, under certain of its other debt agreements. Lenders could then accelerate repayment of the related debt.

The filing says such acceleration could cause GoPro to fail a closing condition of its pending merger, which would permit the acquirer to terminate the merger agreement. The filing does not name the acquirer.

Material weakness remains open

The delay stems from work on the accounting and valuation of financing arrangements entered into during the third quarter. GoPro said it still needs more time to finish its financial close and documentation for those arrangements.

The company previously identified a material weakness in internal control over financial reporting, tied to controls for evaluating embedded features within financing arrangements and the inputs used in their valuation. The company said that weakness has not been remediated. It was first disclosed in a Form 10-K/A and a Form 10-Q/A, both filed Oct. 19, 2026.

GoPro said it expects to file the third-quarter 10-Q and an earnings 8-K as soon as practicable. The notification does not give a specific date.