GoPro is selling 90% of itself. The action camera maker announced a definitive merger agreement Tuesday with Starman Optical, a privately held US optical-photonics company. The deal pays GoPro shareholders $285 million, or $1.14 per share, and repays roughly $92 million of GoPro debt at closing. It also points the 24-year-old brand at AI data center, government, defense, and aerospace markets.
Shareholders keep about 10% of the combined company, which stays publicly listed on Nasdaq. Both boards have approved the transaction, and closing is expected by the end of 2026, pending regulatory approvals and a GoPro stockholder vote.
For the pilots who have been strapping GoPros to quads since before HyperSmooth existed, the share price is a side plot. The real question is whether the company that opened pre-orders on a 197-gram cinema camera last week still plans to be building cameras five years from now.
Starman Pays $1.14 Per Share And Retires GoPro’s $92 Million Debt
GoPro shareholders receive an aggregate cash payment of $285 million, or $1.14 per share, subject to adjustment for net working capital at closing. They keep roughly 10% of the outstanding shares, GoPro’s $92 million in debt is repaid in full, and the company remains listed on Nasdaq.
The terms come from GoPro’s announcement, which says Houlihan Lokey delivered a fairness opinion to GoPro’s board and that a proxy statement will be filed with the Securities and Exchange Commission ahead of the stockholder vote.
The rescue arrives late in a long slide. GoPro was worth $4 billion on its first day of trading in 2014 and has since lost about 96% of that value, with quarterly revenue down more than 80% from its late-2014 peak of $633.91 million, according to CNBC, which points at competition from DJI and Insta360 along with a surge in memory chip prices tied to the AI buildout. In June, GoPro warned there was substantial doubt it could keep operating for another twelve months. In July, founder Nick Woodman said he would put in $20 million of his own money to keep the company going while it hunted for a buyer.
GoPro Promises Support For Existing Cameras As The Roadmap Turns To Defense
GoPro says it will keep fully supporting its existing consumer products and its subscription and cloud platform. Starman’s US-made optical transceivers, components that move data as light, join the portfolio. After closing, the combined company plans to push its optics into defense, government, robotics, and aerospace markets.
The asset underneath the deal is intellectual property. GoPro has accumulated more than 2,500 US patents across 24 years of optics and imaging work, and it has sold from that pile before: Skydio bought 114 GoPro patents in November 2024, stocking up on imaging IP for its own government-focused business. Starman Holding chief executive Charles Tebele says the plan now is to bring production of critical optical components back to the United States.
Woodman framed the merger as a way for GoPro to grow into a leading American imaging supplier, “addressing important areas of national security related to cameras, optics and AI infrastructure.” (In 2026, that is the sentence an American hardware company says when it needs capital.)
For pilots, the near-term lineup holds. The Mission 1 series GoPro introduced in April keeps shipping, the interchangeable-lens ILS model opened pre-orders last week at $699.99, and the verdict from DC Rainmaker’s Mission 1 Pro review in June stands until the hardware changes.
Markiplier Bought 8.5% Of GoPro Weeks Before The Deal Landed
Bloomberg reported on August 30 that YouTuber Mark Fischbach, better known as Markiplier, had become GoPro’s largest single shareholder with an 8.5% stake. Two days later, the merger handed every GoPro holder $1.14 per share in cash plus a small piece of the combined company.
Fischbach is not a professional investor and not an activist. He is a GoPro user who filmed behind-the-scenes footage for his $51 million indie hit Iron Lung on the cameras. He looked at the stock price and decided the market had it wrong. “I want the company to succeed,” he told Bloomberg, which put GoPro’s entire stock market value at about $110 million that same Sunday. Two days later, Starman agreed to pay $285 million in cash for 90% of it.
The deal math implies roughly 250 million shares outstanding, which would put about $24 million in cash on an 8.5% position, plus a residual stake near 0.85% of the combined company if the retained 10% is spread evenly across existing holders.
DroneXL’s Take
GoPro built the camera that made modern FPV cinema possible. Its endgame, apparently, is selling optics into AI data centers and defense programs.
It beats the alternative. A company that warns of substantial doubt about surviving twelve months, with its founder writing a $20 million personal check to buy time, is usually headed for a delisting and a bankruptcy filing. Against that, $1.14 per share in cash with the debt cleared is a soft landing. Most going-concern stories end worse.
Look at what Starman is actually paying for, though: 2,500 patents and 24 years of optics engineering, wrapped in national-security language, because retail action cameras are the reason the stock sat under a dollar in the first place. Skydio quit consumer drones in 2023 to chase government work, then picked up a stack of GoPro’s imaging patents a year later. Now GoPro takes the same exit. That is two American companies inside three years that competed with Chinese consumer hardware at retail, lost, and rebranded as national-security assets. My read: the defense wrapper is where American consumer hardware goes when the retail fight is over, and no merger has ever produced a better camera.
The word I will be watching is “existing.” GoPro promises to support existing consumer products, which is not the same sentence as a commitment to another Hero generation or a Mission 2. This audience has been dropped before: the Karma drone was recalled weeks after its 2016 launch, and GoPro shut the whole drone program down by January 2018. The timing stings now because GoPro just shipped its most drone-relevant hardware since the Hero10 Black Bones in April 2022, a 197-gram interchangeable-lens body aimed straight at the payload problem cinelifter pilots have been solving with camera brains that cost ten times as much. The proxy statement headed to the SEC before the stockholder vote, with closing slated by year-end, is where we learn whether cameras are still the business or just the branding.
Source: GoPro, Bloomberg, CNBC.
DroneXL uses automated tools to support research and source retrieval. All reporting and editorial perspectives are by Haye Kesteloo.
