GoPro, Inc. and privately held optical-photonics company Starman Optical, Inc. announced a definitive merger agreement on September 1, 2026. The deal recapitalizes GoPro, wipes out its debt, and repositions the 24-year-old camera maker toward AI infrastructure, government, and defense markets while it continues operating its consumer camera and subscription business.
Deal Terms
- Cash payment to shareholders: $285 million aggregate, or $1.14 per share, subject to adjustment based on GoPro’s net working capital at closing
- Shareholder ownership post-merger: GoPro shareholders retain approximately 10% of the combined company
- Debt repayment: GoPro’s approximately $92 million in outstanding debt will be repaid in full at closing
- Listing status: The combined company remains publicly listed on Nasdaq
- Expected close: Year-end 2026, pending regulatory approval and a GoPro stockholder vote
- Advisors: Houlihan Lokey, Inc. (financial advisor, fairness opinion to GoPro); Fenwick & West LLP (legal counsel to GoPro)
The transaction has been approved by both companies’ boards.
What Starman Brings
Starman Optical is a U.S.-based optical-photonics company that develops and domestically manufactures optical transceivers through its Starman New Photonics business. It’s a subsidiary of Starman Holding, a diversified holding company with technology, consumer brand, and optical photonics interests. Under the deal, Starman’s U.S.-made transceivers get folded into GoPro’s portfolio, giving the combined company a footing in the optical transceiver market that supports AI data center infrastructure. Starman CEO Charles Tebele said the combination creates a unique opportunity to bring production of these components back to the United States.
GoPro brings a 2,500-plus U.S. patent portfolio built over its 24-year history in imaging and optics. Founder and CEO Nicholas Woodman said the merger positions GoPro to compete across consumer, commercial, and defense markets as an American imaging and optical solutions company.
GoPro’s Consumer Business Continues
GoPro says it will keep supporting its existing consumer camera lineup — HERO and MAX — along with its subscription and cloud platform, while adding a broader, diversified product roadmap. Nothing in the press release indicates a wind-down of the consumer camera line; the stated plan is to layer the Starman transceiver business and defense/aerospace ambitions on top of the existing business, not replace it.
Market Reaction
GoPro shares jumped 47% on the news Tuesday, trading as high as $1.58 after opening around $1.26. The deal follows a report that GoPro had been weighing a shift from consumer cameras toward defense technology in the months prior, and comes days after YouTuber Mark Fischbach (Markiplier) disclosed an 8.5% stake in GoPro, making him the company’s largest single shareholder.
What Happens Next
GoPro intends to file a proxy statement with the SEC covering the transaction; that filing, along with other materials, will be posted to GoPro’s investor site and the SEC’s website once available. Closing requires GoPro stockholder approval and customary regulatory sign-off, with both companies targeting year-end 2026.
GoPro has declined in market share over the years with heavy competition in the action camera market. A shift in direction makes sense to help become more profitable, however we could see GoPro abandoned or reduce innovation in the consumer action camera market.
