GOPRO ENTERS INTO DEFINITIVE AGREEMENT TO MERGE WITH STARMAN OPTICAL, INC.

GoPro, Inc. (NASDAQ: GPRO ) and Starman Optical, Inc. ("Starman"), a privately held optical-photonics company, today announced that they have entered into a definitive merger agreement.

In connection with the proposed transaction, GoPro shareholders will receive an aggregate cash payment of $285 million, or $1.14 per share, subject to potential adjustment based on GoPro's net working capital at closing and will maintain ownership of approximately 10% of the outstanding shares of the Company.

GoPro's outstanding debt of approximately $92 million will be repaid in full at closing, resulting in a clean, substantially debt-free balance sheet.

Over the past 24 years, GoPro has developed industry-leading imaging solutions featuring innovative, advanced optics, market-defining technology and an associated IP portfolio of more than 2500 U.S. patents.

The merger intends to maximize the value of GoPro's IP and growth potential in consumer, commercial and defense markets by recapitalizing the company, strengthening its balance sheet, investing in growth and onshoring the manufacturing of products for strategic markets.

GoPro will remain a publicly listed company and will continue to fully support its existing consumer products and its subscription and cloud platform while investing in growth and a broader, diversified product roadmap.

Starman's U.S.-made optical transceivers are expected to be added to GoPro's portfolio, extending the Company's reach into the large and rapidly growing market for AI infrastructure in optical transceivers.

Following the transaction closing, the combined company also intends to leverage its IP, optics and imaging capabilities across defense, government, robotics and aerospace markets, building on demand for U.S.-made solutions.

"Advanced optics and imaging are essential to AI, national security, and the broader economy, yet much of the critical hardware supporting these technologies continues to be manufactured overseas," said Charles Tebele, Chief Executive Officer of Starman Holding.

"The combination of GoPro's world-class optical expertise and intellectual property with Starman's advanced transceiver capabilities and U.S. manufacturing platform creates a unique opportunity.

Together, we intend to bring production of these critical components back to the United States."

"We expect this merger to enable GoPro to grow across consumer, commercial and defense markets as a leading American imaging and optical solutions company, addressing important areas of national security related to cameras, optics and AI infrastructure.

We're excited to combine with the Starman team to capitalize on this opportunity and play an important role in America's future," said Nicholas Woodman, Founder and CEO of GoPro.

The transaction has been approved by GoPro's Board of Directors and by the Board of Starman.

It is expected to close by year-end 2026, subject to regulatory approvals and other customary closing conditions, including approval by GoPro's stockholders.

GoPro plans to provide additional information regarding the transaction upon closing.

Houlihan Lokey, Inc. is acting as financial advisor and has provided a fairness opinion to GoPro, and Fenwick & West LLP is serving as legal counsel to GoPro.

About GoPro, Inc. (NASDAQ: GPRO ) GoPro helps the world capture and share itself in immersive and exciting ways.

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