GoPro Agrees to $285 Million Merger With Starman Optical, Paying Holders $1.14 a Share Plus a 10% Stub

by Maya Okafor · September 1, 2026

Deals & Listings Reporter, The SmallCap Signal

GoPro Inc. (Nasdaq: GPRO) said Tuesday it has signed a definitive agreement to merge with Starman Optical, Inc., a privately held U.S. optical-photonics company, in a transaction that will pay the camera maker's shareholders $285 million in cash while leaving them a minority stake in the surviving business. The announcement, carried on PR Newswire at 9:20 a.m. Eastern with a New York and San Mateo, Calif. dateline, marks the conclusion of a strategic review GoPro's board opened in the spring.

Under the terms described in the Sept. 1 release, GoPro holders will receive $1.14 per share in cash, subject to adjustment based on net working capital at closing, and will retain approximately 10% of the outstanding shares of the combined company. Roughly $92 million of GoPro's outstanding debt will be repaid in full when the deal closes, which the companies said will leave the merged business substantially free of debt. GoPro is to remain listed on Nasdaq after the transaction.

The release did not disclose the share count underlying the $285 million aggregate figure, and the two numbers are not straightforward to reconcile against GoPro's most recently published capitalization. Data compiled by StockAnalysis.com as of the Aug. 28 close put GoPro's shares outstanding at 184.50 million and its market capitalization at $110.68 million, against a share price of about $0.60. Investors will have to wait for the merger proxy for the definitive treatment of options, restricted stock units and any other equity awards.

What is not in dispute is the direction of the premium. GoPro shares had fallen roughly 64.7% over the prior twelve months, according to the same StockAnalysis.com data, and StreetInsider showed the stock quoted at $0.88 in pre-open trading at 9:20 a.m. Eastern, the minute the merger crossed the wire. U.S. equity markets were open at the time of writing and no closing level for Sept. 1 is available.

Starman Optical develops and domestically manufactures optical transceivers and related photonics technologies, according to the release. It operates under Starman Holding, a diversified holding company with interests spanning technology, consumer brands and optical photonics. The transaction is framed as a way to pair Starman's component manufacturing with GoPro's imaging engineering and brand, aimed at AI data center infrastructure, government, defense and aerospace customers.

"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," Charles Tebele, chief executive of Starman Holding, said in the release.

Nicholas Woodman, GoPro's founder and chief executive, said in the same announcement: "We expect this merger to enable GoPro to grow across consumer, commercial and defense markets as a leading American imaging and optical solutions company." The companies said GoPro's existing consumer products and cloud platform will continue to be supported after closing.

The deal follows a sequence the company has telegraphed for months. GoPro said on April 13 that it would expand into defense and aerospace markets with support from consultancy Oliver Wyman. On May 11, according to a PR Newswire release from that date, the board authorized a review of strategic alternatives — explicitly including a possible sale or merger — after the company received unsolicited strategic inquiries in the wake of the April announcement. Woodman said at the time that 24 years of accumulated technology, intellectual property and brand assets positioned the company to look across sectors; the board stressed then that no timeline or decision had been set.

The financial backdrop explains the urgency. StockAnalysis.com data as of Aug. 28 show GoPro carrying $27.27 million of cash against $86.05 million of total debt, a net debt position of roughly $58.8 million, on trailing twelve-month revenue of $568.59 million. Over the same trailing period the company reported a net loss of $162.18 million and negative operating cash flow of $19.64 million. Against that, a transaction that extinguishes the debt stack outright is a material change to the balance sheet regardless of what the equity stub is ultimately worth.

Houlihan Lokey, Inc. acted as financial adviser to GoPro and delivered a fairness opinion; Fenwick & West LLP served as legal counsel. The release did not disclose a go-shop period or a termination fee, both of which would ordinarily surface in the merger agreement filed with the Securities and Exchange Commission.

The transaction is not done. Closing is expected by year-end 2026 and remains subject to regulatory approvals, approval by GoPro stockholders and other customary conditions. The release carries standard forward-looking-statement language cautioning that results may differ materially from expectations. Shareholders weighing the retained 10% interest are effectively taking equity risk in a private photonics manufacturer whose financials have not been made public, and the cash component itself is subject to a net working capital adjustment that has not been quantified.

The deal lands in a jumpy tape for smaller companies. The S&P 500 closed Monday at 7,686.14, down 0.33%, capping an August that left the index up about 2.6% for the month, according to The Motley Fool's Aug. 31 market summary, which also noted growing expectations that the Federal Reserve will raise interest rates at its September meeting. The August employment report is due Friday.