$1.14 cash plus 0.1 share: GoPro’s Action Acquisitions merger still needs a vote

Each GoPro share is supposed to convert into $1.14 cash — subject to a possible net-working-capital cut — plus 0.1 share of the surviving corporation. Stockholder approval and HSR still have to clear before the merger can close.

On September 1, 2026, GoPro, Inc. signed an Agreement and Plan of Merger with Action Acquisitions LLC (“Parent”) and Starman Optical, Inc. (“Merger Sub”) — a Delaware corporation and a wholly owned subsidiary of Parent. Subject to the agreement, Merger Sub merges into GoPro; GoPro continues as the surviving corporation and a subsidiary of Parent. GoPro’s Form 8-K, accepted by the SEC on September 2, 2026 at 5:05:24 p.m. ET (AccNo 0001628280-26-060181; Period of Report September 1, 2026; Items 1.01 and 9.01), is the legal record of that entry into a material definitive agreement. Announcement and closing remain different days.

What each share is supposed to get

The Merger Consideration is cash plus surviving-company stock — not a single all-cash check.

At the Effective Time, each share of GoPro common stock then outstanding (other than canceled shares and dissenting shares) converts into the right to receive (i) 0.1 of a validly issued, fully paid and nonassessable share of common stock of the surviving corporation — EX-2.1’s parallel register is “0.1 shares of Surviving Corporation Common Stock” — and (ii) $1.14 in cash, without interest, subject to applicable withholding and to a potential downward adjustment if net working capital falls short of a threshold in the Merger Agreement (EX-2.1 points that cash adjustment to Section 5.18(d)).

Those are per-share figures as printed. This filing does not state an aggregate equity value, and this story does not invent one.

Unvested time-based RSUs and performance RSUs are assumed and converted into awards over surviving-corporation common on a one-for-one share basis, keeping prior vesting (and PSU performance) terms, with accelerated vesting if the holder is later terminated without cause. Outstanding company warrants convert into a cash right equal to each warrant’s Black Scholes Value as defined in the warrant.

Who is on the other side of the table

Parent is Action Acquisitions LLC, a Delaware limited liability company. Merger Sub is Starman Optical, Inc. Midtown Equities LLC — called “Sponsor” in EX-2.1 — signed a concurrent commitment letter to fund Parent at closing for the cash amounts set forth in that letter. GoPro is a third-party beneficiary of the commitment letter solely for, and to the extent of, the specific-performance right printed there. The commitment dollar figure itself is not restated in Item 1.01.

EX-2.1’s Parent notice block lists Action Acquisitions LLC at 757 Fifth Avenue, 37th Floor, attention Charles Tebele, Manager, email charlie@starmanholding.com. Charlie Tebele signed the agreement as Manager of Parent and as Director of Merger Sub. That is notice-and-signature identity from the exhibit — not a separate press kit.

The board already voted. Stockholders still have to.

GoPro’s board unanimously determined the Merger Agreement and the Merger are fair to, advisable, and in the best interests of GoPro and its stockholders; unanimously approved the agreement; directed that it be submitted for stockholder adoption; and, subject to Section 5.2(e), resolved to recommend adoption.

Consummation still needs customary conditions. Mutual conditions include adoption by holders of a majority of the outstanding shares entitled to vote, voting as a single class under Delaware law; expiration or termination of any applicable HSR waiting period; and no governmental order that restrains, enjoins, makes illegal, or otherwise prohibits the Merger. Each side also needs the other’s reps and covenants within the agreement’s standards, and Parent’s obligation is further subject to the absence of a Material Adverse Effect on GoPro and its subsidiaries taken as a whole after the agreement date.

Either party may terminate if the Merger is not consummated on or before December 31, 2026. That outside date is a walk-away clock if closing never arrives — not a promised close day.

The break fee — and what can still change the recommendation

GoPro must pay Parent a termination fee of $10,000,000 under certain specified circumstances, including a GoPro termination to accept a Superior Proposal. EX-2.1 locks that figure as “Company Termination Fee” means $10,000,000. Before an Adverse Recommendation or a Superior-Proposal termination, the board must run the agreement’s notice and match-right process.

GoPro also takes ordinary-course and non-solicit covenants between signing and closing, with the usual Superior Proposal path carved in before Stockholder Approval.

Vote, HSR, and the December 31 outside date

Until Stockholder Approval, HSR, and the other conditions clear — and the certificate of merger is filed — GoPro is a company under contract, not a closed Parent subsidiary. GoPro says it intends to file a proxy statement for the stockholder vote; that proxy is not part of this AccNo.

A later filing that announces consummation, a revised consideration formula, termination, or a different outside date would change the tense. Until then, the accurate line is agreed — not acquired.