What changed in this filing

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Item 1. Business

2025-03-14 compared with 2024-02-28 · 195 added, 194 removed, 178 unchanged (69% of the section changed)

Company Overview and Strategy

Our Mission and our Industry’s Evolution

Gogo is the world’s largest provider of broadband connectivity services for the business aviation market.

We have served this market for more than 25 years.

Our mission is to enrich the lives of passengers and the efficiency of operators with the world’s best business aviation in-flight connectivity and customer support.

We have always sought to provide the best connectivity for the business aviation market regardless of technology, and we have a successful history of doing so.

Until recently, we focused primarily on business aviation aircraft in North America, which comprise approximately 63% of the worldwide business aviation fleet, and we are the leading provider of in-flight connectivity in that market.

Gogo started in analogue air-to-ground (“ATG”) technology in the late 1990s, then, as analogue cellular backhaul disappeared, migrated to narrowband satellite connectivity in the early 2000s, then back to ATG with our digital broadband 3G and 4G networks beginning in 2010.

We expect to commercially launch our fourth ATG network – Gogo 5G – in the fourth quarter of 2024.

Simultaneous with the development of Gogo 5G, we are actively working with a subset of AVANCE customers and customers utilizing our legacy Gogo Biz ATG airborne system operating on our ground 3G and 4G networks to transition to an AVANCE system compatible with a new LTE network.

We anticipate this subset of customers will see improved performance because of this network transition, which is expected to occur in early 2026.

The cost for the transition to the new LTE network is partially offset given our participation in the FCC Secure and Trusted Communications Networks Reimbursement Program (the “FCC Reimbursement Program”).

We also continue to provide narrowband satellite services to customers in North America and internationally through distribution agreements with satellite providers.

As of December 31, 2023, we had approximately 7,200 ATG business aircraft online, of which approximately 4,000 were equipped with our AVANCE platform and approximately 3,200 with Gogo Biz, our legacy ATG broadband system.

The business aviation in-flight connectivity market is evolving again due to advancements in technology and several change catalysts.

The most significant advancement in technology driving change in our industry today is the introduction of low earth orbit (“LEO”) satellite technology, which provides, among other things, a global service offering and significantly higher capacity and lower latency than alternatives available today.

We believe that demand for in-flight connectivity will continue to increase because of changes in the demographics of our customer base, the proliferation of social applications and lifestyle changes that remain in a post-COVID world such as remote work and use of videoconferencing.

Further, 69% of business aircraft in North America were manufactured before in-flight connectivity was available as a linefit option.

We expect approximately 21% of these aircraft will be replaced in the next five to seven years, with new aircraft coming pre-installed with in-flight connectivity given customer expectations today.

We view all these significant changes as opportunities to leverage our technological know-how and deep understanding of the business aviation in-flight connectivity market to drive greater penetration of our solutions in our markets over the next five to ten years.

As outlined below, we have refined our strategy to capture these opportunities, including an announcement in May 2022 that we are preparing to launch the first global broadband service designed for business aviation (“Gogo Galileo”).

We expect to commercially launch Gogo Galileo in the fourth quarter of 2024.

The service will use an electronically steered antenna (“ESA”), specifically designed with Hughes Network Systems, LLC (“Hughes”) to address a broad range of business aviation aircraft, operating on a LEO satellite network operated by Network Access Associates, Ltd.

Company Overview

Acquisition of Satcom Direct, LLC (the “Transaction”)

On December 3, 2024 (the “Closing”), we purchased all of the issued and outstanding equity interests of Satcom Direct, LLC, a Delaware limited liability company (f/k/a Satcom Direct, Inc., a Florida corporation) and certain of its affiliates and subsidiaries (collectively, “Satcom Direct”), in exchange for (i) an aggregate cash purchase price of approximately $375,000,000, subject to customary post-closing adjustments, (ii) 5,000,000 restricted shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (valued at approximately $40,500,000 based on the Company’s closing stock price of $8.10 on December 2, 2024), and (iii) up to an additional $225,000,000 in potential earnout payments of cash and/or Common Stock tied to realizing certain financial performance milestones over four years following the Closing.

The acquisition has created the only in-flight connectivity provider able to satisfy the performance and cost needs of every segment of the global business aviation and military/government mobility markets.

Founded in 1997, Satcom Direct primarily engages in providing business, military and government in-flight connectivity services as a reseller of satellite services.

Satcom Direct operates worldwide with an international sales and service team based in nine countries.

Satcom Direct sells services and equipment globally through their international sales force to OEMs, governments, military groups and private fleet companies, among other entities.

Satcom Direct manages a network operating center and maintains its own data center in Melbourne, Florida with licensed data sites strategically placed around the world.

In connection with the Closing, the Company and Gogo Intermediate Holdings LLC (“GIH”), a direct wholly owned subsidiary of Gogo Inc., entered into a credit agreement with HPS Investment Partners, LLC, as the administrative agent, and the lenders party thereto, which provides for a term loan credit facility (the “HPS Term Loan Facility”) in an aggregate principal amount of $250 million.

The HPS Term Loan Facility amortizes in quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the HPS Term Loan Facility on April 30, 2028.

Concurrently with the closing of the HPS Term Loan Facility and the Closing, the Company and GIH, entered into a second amendment to that certain Credit Agreement, dated as of April 30, 2021 (the “Original 2021 Credit Agreement”, as it may be amended, supplemented or otherwise modified from time to time, the “2021 Credit Agreement”), with the guarantors party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders party thereto, to, among other purposes, (i) increase the aggregate principal amount of revolving commitments available under the 2021 Credit Agreement to $122,000,000 and (ii) extend the maturity date of the Revolving Facility (as defined below) to December 3, 2029 (subject to such maturity date springing to the date that is 90 days prior to the then-current maturity date of (a) the 2021 Term Loan Facility under the 2021 Credit Agreement and (b) the HPS Term Loan Facility under the HPS Credit Agreement under certain conditions).

As a result of the Company’s acquisition of Satcom Direct, the Company has two reportable segments as of December 31, 2024:

the legacy pre-acquisition operations of the Company (“Gogo BA”) and the acquired entity, Satcom Direct.

The Gogo BA segment provides in-flight connectivity for business aviation via air-to-ground (“ATG”) and satellite networks.

The Satcom Direct segment primarily provides global satellite-based communication solutions for business, military and government aircraft.

Satcom Direct is managed as a separate reportable segment, but in the future, after integrating the Satcom Direct business, we may determine to realign our reportable segments.

Our Strategy and our Solutions

The Company’s acquisition of Satcom Direct created a combined organization, which currently is the only multi-orbit, multi-band in-flight connectivity provider offering connectivity technology purpose-built for business and military/government aviation.

The Company has a holistic approach of providing broadband connectivity services to its customers from small to large aircraft and heavy jets through the Company’s ATG technology and multiple satellite constellations, which aim to deliver consistent, global tip-to-tail connectivity with a suite of software, hardware, and advanced infrastructure supported by a 24/7/365 in-person customer support team.

The key strategic drivers of the Transaction included, among others, (i) access to Satcom Direct’s established global footprint, which includes a mature sales force and customers in over 100 countries;

(ii) an established global military/government team and existing global military/government customers, with the ability to provide the Company entry into the large and fast-growing military/government mobility vertical for aircraft and land;

(iii) additional products to provide to legacy customers of Gogo BA, including, among others, Satcom Direct’s well-known customer software solution, SD Pro®;

(iv) a competitive cost structure achieved through cost synergies;

and (v) integrated low earth orbit (“LEO”) and geostationary earth orbit (“GEO”) satellite solutions aimed at

providing greater reliability and redundancy for customers, enabling the Company to distinguish itself as a holistic satellite network integrator.

We believe the combined organization is well-positioned to accelerate growth in the evolving in-flight connectivity market, which is experiencing significant change due to several catalysts.

The most significant advancement in technology driving change in our industry today is the introduction of LEO satellite technology, which provides, among other things, a global service offering, higher capacity and lower latency than available alternatives.

Further, we believe that demand for in-flight connectivity will continue to increase because of changes in the demographics of our customer base, the proliferation of social applications and lifestyle changes that remain in a post-COVID world, such as videoconferencing and live streaming.

We view all these significant changes as opportunities to leverage our combined Company’s technological know-how and deep understanding of the in-flight connectivity market and to drive greater penetration of our solutions in our markets over the next decade.

• Gogo Galileo :

We commercially launched the first global LEO broadband satellite service purpose-built for business aviation (“Gogo Galileo”) in the first quarter of 2025.

Gogo Galileo will use an electronically steered antenna (“ESA”), specifically designed with Hughes Network Systems, LLC (“Hughes”) to address a broad range of business aviation and military/government aircraft, operating on a LEO satellite network operated by Network Access Associates, Ltd.

(“Eutelsat OneWeb”).

We believe that Gogo Galileo, in combination with or as an alternative to our ATG systems, will allow us to increase our penetration of the North American heavy jet market and provide an upgrade path for our existing ATG customer base.

In addition, we believe that Gogo Galileo will allow us to penetrate the business aviation market outside of North America, where approximately 6% of business aviation aircraft are installed with in-flight connectivity systems.

Now and Next Strategy

Given the industry evolution described above, we have refined our strategy, ultimately creating what we refer to as the “Now and Next Strategy.” The Now and Next Strategy positions Gogo to penetrate the business aviation market outside of North America while maintaining and strengthening our leadership position in North America.

The principal elements of our Now and Next Strategy include the following:

• Leveraging our deep understanding of the business aviation in-flight connectivity market to accelerate growth by (i) expanding our total addressable market through the broadening of the Gogo product line to meet the needs of every segment of the business aviation market;

(ii) extending customer use of our services by driving penetration of our AVANCE platform, enhancing ATG networks, and providing easy upgrade paths to Gogo Galileo and other new technologies;

and (iii) providing equivalent or better service at a lower cost of ownership than competitive products to all segments of the business aviation market;

• Preserving and expanding our relationships with Original Equipment Manufacturers (“OEMs”), our aftermarket dealers, and fractional jet operators by providing superior customer support, products and services;

• Maintaining a continuous culture of improvement by, among other things, building knowledge and maintaining flexibility to migrate to new hardware and network technologies as they evolve;

• Pursuing a balanced capital allocation strategy focused on maintaining adequate liquidity, investing in strategic initiatives to drive competitive positioning and financial value, maintaining an appropriate level of leverage and enhancing shareholder value.

In executing the Now and Next Strategy, we will continue to adhere to the product development principles that have guided us historically.

These include, among other things, (i) maintaining product offerings that fit the distinct needs of each segment of the business aviation market based on geography, mission, size of aircraft, and passenger preferences;

(ii) building customer loyalty by providing easy and low-cost upgrade paths for our customers as their demand for capacity grows;

and (iii) running all of our offerings on a single software-centric operating system via AVANCE, which allows for easy software upgrades and multiple-network access points to the aircraft allowing for easy upgrades to superior networks as technology evolves.

We believe that Gogo Galileo, in combination with or as an alternative to our ATG and GEO services, will allow us to increase our penetration of the North American market and provide an upgrade path and an additional product for our existing ATG and GEO customer base.

In addition, we believe that Gogo Galileo will allow us to penetrate the business aviation and military/government market outside of North America, where there has been a lower adoption rate of in-flight connectivity.

The launch of Gogo Galileo is also expected to augment our combined product and service offerings for ATG broadband, GEO broadband, and narrowband satellite services, as described below.

• ATG Broadband Service :

Gogo is the leading provider of in-flight connectivity in the ATG broadband market in North America.

Gogo started in analogue ATG technology in the late 1990s, then, as analogue cellular backhaul disappeared, migrated to narrowband satellite connectivity in the early 2000s, and then back to ATG with our digital broadband networks beginning in 2010.

We continue to augment our ATG broadband connectivity services through the addition of our fourth ATG broadband network (Gogo 5G), which we expect to deliver revenue in the fourth quarter of 2025.

We are also actively working with a subset of our customers utilizing our AVANCE products and legacy Gogo Biz ATG airborne system to transition to an AVANCE system compatible with a new LTE network.

We anticipate this subset of customers will see improved performance because of this network transition, which is expected to occur in 2026.

The cost for the transition to the new LTE network is offset by our participation in the FCC Secure and Trusted Communications Networks Reimbursement Program (the “FCC Reimbursement Program”).

• GEO Broadband Service :

As a result of the Transaction, we now partner with industry satellite network operators to deliver GEO Ku- and Ka-band services.

Our combined product offerings allow us to integrate and offer network agnostic solutions, providing customers with GEO satellite services utilizing networks provided by operators, including, among others, Intelsat Jackson Holdings S.A.

(“Intelsat”) and Viasat, Inc.

• Narrowband Satellite Services :

Since our initial migration to narrowband satellite connectivity in the early 2000s, we continue to provide narrowband satellite services to customers in North America and internationally.

We now provide this narrowband satellite service through reseller agreements with satellite providers, including Iridium Satellite LLC (“Iridium”) and Viasat.

As of December 31, 2024, we had approximately 1,249 activated GEO broadband business aviation customer aircraft and 7,059 line-replaceable units (“LRUs”) for our ATG broadband services, of which approximately 4,608 were equipped with AVANCE.

Our Products, Services and Customer Support

We accomplish our mission as the world’s only multi-orbit, multi-band in-flight connectivity provider, by delivering secure and reliable in-flight connectivity solutions for business and military/government aviation, and by offering a comprehensive portfolio of products and services consisting of our in-flight systems, in-flight services, aviation partner support, engineering, design and development services, and production operations functions.

In-Flight Systems .

Across both of our business aviation and military/government customer bases, our customers have a broad range of equipment choices for their in-flight systems, which allows us to provide a solution based on geography, mission, size of aircraft and passenger preference.

Customers can select a variety of different products such as our legacy AVANCE platforms and Gogo Galileo, products acquired with Satcom Direct, including Plane Simple®, Satcom Direct Router (“SDR”), SD PRO®, and FlightDeck Freedom, and other products to fit their needs.

In-Flight Services (Service Plans) .

Across both our business aviation and military/government customer bases, we provide a wide range of in-flight services for passengers, flight and cabin crews and our aviation partners.

We offer a variety of connectivity services

tailored to our various networks and technologies that are generally priced on a per-aircraft per-month basis.

We offer service plans ranging from unlimited data usage to an hourly monthly consumption plan, and offer alongside these data plans voice rates, inflight entertainment options, and other service features.

Infrastructure .

The infrastructure supporting our in-flight connectivity services consists of our networks, towers, cybersecurity software, and data centers.

Customer Support .

We strive to deliver a premium customer experience throughout our business.

Our support and service organization leads these efforts and provides operational assistance and comprehensive analytics to our customers 24/7/365.

The organization assists with installations, troubleshooting, system activations, and data analysis to evaluate our system and operational performance.

Product Development .

Our engineering, design, and development (“ED&D”) operations augment our service and support teams.

The in-house ED&D organization translates business requirements into products that comply with rigorous avionics certification requirements.

Specialized capabilities within our ED&D operation include, among others, radiofrequency engineering, airborne platform development, network engineering, systems engineering, and application development and business systems.

Given our highly specialized technology and required production levels, we design, assemble and test our airborne LRUs, SDRs and Plane Simple® terminals in-house, while relying on third parties to manufacture specific components based on our design specifications.

We also rely on third parties to manufacture our antennas and generally share antenna design responsibilities and intellectual property with these vendors.

Our manufacturing and repair facilities located in the U.S.

and in Canada are respectively certified by the Federal Aviation Administration (“FAA”)- and Transport Canada Civil Aviation.

Our Customers and Distribution Partners

Business Aviation Customers

We provide in-flight connectivity services to a variety of customers needing connectivity, but our end-users are primarily aircraft owners/operators.

As of December 31, 2024, our market was comprised of approximately 27,000 business aircraft in North America, of which approximately 34% have broadband connectivity, and approximately 14,000 business aircraft in the rest of the world, of which approximately 14% have broadband connectivity.

As of December 31, 2024, we had approximately 8,200 customers.

Our top ten customers accounted for approximately 20% of our 2024 service revenue (excluding service revenue earned under a network sharing agreement with Intelsat, and no customer accounted for more than 10% of our revenue in 2024.

We also sell directly to every OEM of business aviation aircraft including Bombardier, Dassault Falcon, Embraer, Gulfstream, Pilatus and Textron Aviation.

In the aftermarket, we sell through a global distribution network of approximately 140 independent dealers with approximately 220 locations who are certified by the FAA as Maintenance and Repair Organizations.

Our independent dealers market, resell and obtain FAA-required supplemental type certificates (“STC”) for our equipment.

Our customers also include fractional jet operators such as NetJets, charter operators, corporate flight departments and individuals owning aircraft.

Military and Civilian Government Customers

Following the Transaction, we have acquired a diversified customer base that now includes global military and civilian government customers supported through Satcom Direct’s military/government business.

Similar to our provision of services for business aviation customers, the military/government operation offers a full range of satellite connectivity options for voice, data, and video applications on land, at sea, and in the air.

The military/government operation services both U.S.

and international customers with products and services that have defense, civil, and commercial applications, with our principal customers being agencies of the U.S.

federal government and other members of the North American Treaty Organization.

Many of our military and civilian government contracts are subject to a competitive bid process and are awarded based on technical merit, personnel qualifications, experience and price.

We also receive some contract awards involving special technical capabilities on a negotiated, noncompetitive basis due to our unique mix of communication products, satellite services, engineering capabilities and technical expertise in specialized areas.

Competitive Differentiators

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Our Product Platform .

Our product platform includes three components – networks, antennas, and airborne equipment and software, each of which is discussed in greater detail below.

The comprehensiveness and flexibility in our product platform allows us to align our value proposition with our customers’ priorities and identify solutions based on geography, mission, size of aircraft and passenger preference.

Our product platform includes three components:

networks, antennas, and airborne equipment and software.

The comprehensiveness and flexibility in our product platform allow us to align our value proposition with our customers’ priorities and identify solutions based on geography, mission, size of aircraft and passenger preference.

For example, the AVANCE or SDR

platforms are software-centric and designed to be fungible as it includes hardware built with common components that operate on a single operating system across multiple devices.

Our Distribution Relationships .

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This facilitates our sales and our speed to market as our distribution partners are willing to invest in marketing and certification efforts for our equipment.

In addition, we are now further augmenting our distribution network by providing to the military/government aviation market globally.

Purpose-Built for Aviation .

Our products are specifically designed to meet the unique demands of the business aviation industry, distinguishing them from off-the-shelf commercial alternatives.

Unlike standardized solutions, our products are engineered with aviation-grade reliability, safety, and performance in mind, ensuring seamless integration with complex aircraft systems.

This industry-specific focus allows us to provide customized, high-performance solutions that align with the operational and regulatory requirements of business aviation.

To support our specialized product offerings, we maintain a global sales force with deep expertise in the aviation industry.

By combining purpose-built products with a knowledgeable and dedicated sales team, we differentiate ourselves in the market, ensuring that our solutions are well-suited to the precise needs of the business aviation industry.

Our Innovative Culture .

We continuously innovate and have a strong track record of innovation in our networks.

As of February 23, 2024, we held approximately 512 U.S.

We continuously innovate and have a strong track record of innovation in our equipment and service offerings.

As of March 1, 2025, we held approximately 571 U.S.

and international patents, most of which relate to network technology.

We pioneered and have led innovation in our industry for nearly 30 years, as evidenced by the three proprietary ATG network technologies that we have deployed for the business aviation market.

We expect to commercially launch our fourth ATG network – Gogo 5G – in the fourth quarter of 2024.

Products, Services, Customers and Customer Support

We focus exclusively on selling in-flight connectivity to the business aviation market and implement our value proposition of offering the best products and services through a comprehensive portfolio consisting of our in-flight systems, in-flight services, aviation partner support, engineering, design and development services and production operations functions.

In-Flight Systems .

Our customers have a broad range of equipment choices for their in-flight systems, which allows us to provide a solution based on geography, mission, size of aircraft and passenger preference.

Key components of our in-flight systems include:

Gogo has developed three families of ATG antennas, all of which act in pairs and are mounted on the belly of the aircraft.

Gogo currently deploys omni-directional antennas and dual directional antennas, both of which support customers utilizing our 3G and 4G networks.

In connection with the launch of Gogo 5G, Gogo introduced the MB-13 antenna, which is capable of accessing Gogo’s 4 MHz of licensed spectrum in the 800 MHz band and unlicensed spectrum in the 2.4 GHz band at the same time, enabling greater throughput than our omni-directional and dual directional antennas.

In connection with the launch of Gogo Galileo, Gogo is working with Hughes to design an ESA that will fit on a very broad range of business aviation aircraft – from light jets and turboprops to large-cabin jets.

The ESA is expected to be delivered in the second half of 2024 and will operate on Eutelsat OneWeb’s high speed, low latency LEO satellite network.

Airborne Equipment and Software .

Our networks and systems are designed to provide the best in-flight connectivity experience and highest network and system availability across the broadest range of aircraft wherever they fly, and a growing number of our installed aircraft are on the AVANCE platform.

The AVANCE platform is software-centric and designed to be extensible as it includes hardware built with common components that operate on a single operating system across multiple devices.

Approximately 80% of the components included in AVANCE L5 and AVANCE L3 (a compact version of AVANCE L5 designed for smaller aircraft) are common across the two systems.

Because of this extensibility, we can add new products, features and options;

increase connectivity speeds by augmenting spectrum;

and we can add proprietary or third-party ATG or satellite networks, all with minimal or no hardware or aircraft modifications.

For example, existing AVANCE customers who wish to add Gogo Galileo service will only have to install an ESA on top of their aircraft and run a power cable and ethernet cable to the AVANCE box inside the aircraft.

For customers operating AVANCE-equipped aircraft in North America, AVANCE’s unique multi-bearer capability will allow Gogo to combine capacity from its ATG network and the Eutelsat OneWeb LEO satellite network to provide more capacity than stand-alone LEO satellite networks can provide.

We expect AVANCE’s common componentry to facilitate standardization of hardware and FAA certifications across multiple products, spectrum frequencies and networks, and we expect that such standardization will in turn increase efficiency and improve quality in functions that include supply chain, production operations and customer support.

Of the AVANCE aircraft online at December 31, 2023, approximately 2,500 were equipped with AVANCE L5 and approximately 1,500 with AVANCE L3.

In-Flight Services (Service Plans) .

We provide a wide range of in-flight services for passengers, flight and cabin crews and our aviation partners.

We offer a variety of connectivity services tailored to our various networks and technologies that are generally priced on a per-aircraft per-month basis.

We offer service plans ranging from unlimited data usage to an hourly monthly consumption plan and offer alongside these data plans voice rates, inflight entertainment options such as Gogo Vision, and other service features.

Customers and Distribution Partners .

We provide in-flight connectivity services to a variety of customers needing connectivity, but our end users are primarily aircraft owners/operators.

As of December 31, 2023, our market was comprised of approximately 25,000 business aircraft in North America, of which approximately 34% have broadband connectivity, and approximately 14,500 business aircraft in the rest of the world, of which approximately 6% have broadband connectivity.

As of December 31, 2023, we had approximately 4,200 customers.

Our top ten customers accounted for approximately 21% of our 2023 service revenue (excluding service revenue earned under a network sharing agreement with Intelsat Jackson Holdings S.A.

(“Intelsat”)), and no customer accounted for more than 10% of our revenue in 2023.

We also sell directly to every OEM of business aviation aircraft including Bombardier, Dassault Falcon, Embraer, Gulfstream, Pilatus and Textron Aviation.

In the aftermarket, we sell through a global distribution network of approximately 110 independent dealers with approximately 200 locations who are certified by the Federal Aviation Administration (“FAA”) as Maintenance and Repair Organizations.

Our independent dealers market, resell and obtain FAA-required supplemental type certificates (“STC”) for our equipment.

Our customers also include fractional jet operators such as NetJets, charter operators, corporate flight departments and individuals owning aircraft.

Infrastructure .

The infrastructure supporting our in-flight connectivity services consists of our networks, towers, and data centers, each of which is described in greater detail below.

Networks and Towers .

We have developed, deployed and operated networks for more than 15 years, resulting in experience and know-how that we believe is unmatched by any other provider in our industry.

We hold the exclusive license to 4 MHz of U.S.

nationwide spectrum dedicated to ATG use, as well as the exclusive rights to the same spectrum in Canada.

We currently operate a terrestrial network using 3 MHz of licensed spectrum in the 800 MHz band (“ATG License”) and approximately 260 terrestrial cell sites in the lower 48 states and parts of Alaska and Canada.

All but one of our cell sites are leased from tower operators.

Our terrestrial network targets approximately 25,000 business aircraft based in North America.

As of December 31, 2023, this network supported 3.1 Mbps 3G service and 9.8 Mbps 4G service.

Our proprietary ATG network provides lower latency and requires less powerful antennas than the networks operated by our geosynchronous (“GEO”) satellite competitors and enables us to avoid the interference issues that can accompany use of shared, unlicensed spectrum.

We expect to commercially launch our fourth ATG network – Gogo 5G – in the fourth quarter of 2024.

Customers who elect to not upgrade to Gogo 5G may continue to use our 3G and 4G service over our ATG networks in North America.

The 3G and 4G service will also serve as a redundancy network and performance enhancement mechanism for Gogo 5G.

We are also transitioning our 3G and 4G networks to a new LTE network.

In addition, we announced that we have partnered with Eutelsat OneWeb to utilize their global LEO satellite network.

They completed the launch of their network in March 2023 and are prepared to offer aero service in 2024.

In addition to the significant performance enhancements provided by the LEO network, Gogo Galileo expands our total addressable market by approximately 14,500 aircraft in the rest of the world.

Ground Network and Data Centers .

We lease an extensive, predominantly fiber-optic network to connect our approximately 260 cell sites to our two data centers, the Internet and cloud-based services, and our network operations center (“NOC”).

Our data centers and cloud-based services provide redundant telecommunications connections to the Internet and contain numerous servers that enable the expansive set of features that we offer.

The NOC monitors daily network operations, conducts network diagnostics and coordinates

responses to any performance issues.

We augment our ability to monitor, maintain and update our in-flight systems while aircraft are on the ground with a terrestrial modem utilizing 3G, 4G and Wi-Fi wireless service.

Support Organizations .

We strive to deliver a premium customer experience.

We accomplish this through the support of the following functions.

Customer Support .

We have created a support and service organization designed to provide operational assistance and comprehensive analytics to our customers.

Our customer support organization is grouped into three subfunctions that include account teams, operational support, and comprehensive analytics.

These teams assist with, among other things, installations, troubleshooting and system activations, and data analysis to evaluate our system and operational performance.

We have specialized support for our OEM distribution partners and dealers, who are responsible for obtaining the FAA certifications required for installation of our equipment on aircraft, and we support them in obtaining such certifications and installing the equipment through our aircraft application engineers.

We also deploy our field service engineering teams in key locations across the United States and Europe to support our customers’ flight departments following installation of our equipment.

Both the dealer network and customer flight departments have access to our technical and logistical support 24 hours a day, seven days a week.

Engineering, Design and Development (“ED&D”) .

Our in-house ED&D operation is responsible for translating business requirements into products that comply with rigorous avionics certification requirements.

Its capabilities include:

(i) a radiofrequency engineering team with expertise in antenna specifications, radio technology, spectrum analysis, network design and regulatory requirements;

(ii) an airborne platform development team which manages the design, development and testing of airborne equipment and its integration with ground systems and leads FAA certification efforts;

(iii) a systems engineering team that manages all aspects of turning business requirements into technical specifications and is responsible for our program management process;

(iv) an application development and business systems organization team that manages development of our internal business systems and the product extensions that sit on the AVANCE platform;

and (v) a network engineering team that designs, implements and manages our network and data center infrastructure, security and core network functions.

Production Operations.

Our manufacturing objective is to produce superior quality products that conform to avionics specifications while providing the best value to our customers.

Given our highly specialized technology and required production levels, we design, assemble and test our airborne line replaceable units (“LRUs”) in-house, while relying on third parties to manufacture specific components based on our design specifications to maximize production efficiencies.

We retain the intellectual property associated with the airborne LRUs.

We also rely on third parties to manufacture our antennas and we generally share antenna design responsibilities and intellectual property with these vendors.

Our manufacturing processes include internally designed test fixtures and software that we and our third-party manufacturers employ at all levels of manufacturing.

Our manufacturing-related business processes – from sales forecasts to supply chain activities to shipping – are integrated and automated within our enterprise resource planning tools.

Our manufacturing and repair facilities are FAA-certified.

We compete against both equipment-providers and GEO- and LEO-satellite based telecommunications service providers, as well as resellers of the above, to the business aviation market, including Honeywell Aerospace, Collins Aerospace, Satcom Direct, ViaSat, SmartSky Networks and Starlink.

A number of our competitors are focused on servicing the heavy jet market through GEO satellite services.

We may in the future face competition from other operators of LEO or other non-GEO satellite networks.

We believe that the principal points of competition in our market are technological capabilities, price, geographic coverage, customer service, product development, conformity to customer specifications, regulatory compliance, quality of support after the sale and timeliness of delivery and installation.

Licenses and Regulation

We pioneered and have led innovation in our industry for nearly 30 years, as evidenced by the advancements in our ATG network, AVANCE platform, SDR platform, Plane Simple® GEO broadband antennas, Galileo ESA Ku-broadband antennas, and ancillary software service offerings such as FlightDeck Freedom and SDPro®.

We also have created a one-of-a-kind end to end secure connectivity system for the military/government market through our owned data center, user devices, and terminals.

With respect to the provisioning of our services to the business aviation and military and government markets, we compete against both equipment-providers and GEO- and LEO-satellite based telecommunications service providers, as well as resellers of the above, including but not limited to Honeywell Aerospace, Collins Aerospace, Intelsat, SES, SpaceX, and ViaSat.

We also compete with government communications service providers and manufacturers of defense electronics products, systems or subsystems, including but not limited to BAE Systems, General Dynamics, Telesat, L3Harris, Echostar (Hughes Network Systems), Northrop Grumman and similar companies for certain contracts tendered in the military and government markets.

The markets in which we compete are dynamic and rapidly changing.

Technologies are continuing to evolve to solutions offering higher capacity, speed, and other superior advantages.

As a result, we maintain strategic relationships with our competitors, who are also our customers or partners, in some cases, to remain nimble and responsive to changing technology and market conditions.

We expect to face competition from other new and existing operators of LEO and/or GEO or other non-GEO satellite networks in the future.

We differentiate ourselves in this highly competitive market through the following factors:

technological capabilities, redundancy and reliability resulting from our multi-orbit and multi-band solutions, experienced network integration management, price, geographic coverage, customer service, ancillary service offerings for safety and cybersecurity services, product development, conformity to customer specifications, regulatory compliance, quality of support after the sale, and timeliness of delivery and installation.

Regulatory Matters

Our business is heavily regulated.

Our global operations are subject to significant regulations and international treaties and conventions.

We are required to comply with the laws and regulations of, and often obtain approvals from, national and local authorities in connection with the services that we provide.

Further, we are subject to the laws and regulations of the jurisdictions where we sell equipment.

Federal Aviation Administration

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Each type of aircraft operated in the United States under an FAA-issued standard airworthiness certificate must possess an FAA Type Certificate, which constitutes approval of the design of the aircraft type based on applicable airworthiness standards.

When a party other than the holder of the Type Certificate develops a major modification to an aircraft already type-certificated, that party must obtain an FAA-issued STC approving the design of the modified aircraft type.

When a party other than the holder of the Type Certificate develops a major modification to an aircraft

already type-certificated, that party must obtain an FAA-issued STC approving the design of the modified aircraft type.

The dealers and OEMs to which we sell our equipment are generally responsible for obtaining STCs for each aircraft type on which our equipment will be installed, and we support them in those efforts.

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After an STC is obtained, a manufacturer desiring to manufacture components to be used in the modification covered by the STC must apply to the FAA for a Parts Manufacturing Approval (“PMA”), which permits the holder to manufacture and sell components manufactured in conformity with the PMA and its approved design and data package.

In general, each initial PMA is an

approval of a manufacturing or modification facility’s production quality control system.

In general, each initial PMA is an approval of a manufacturing or modification facility’s production quality control system.

PMA supplements are obtained to authorize the manufacture of a particular part in accordance with the requirements of the pertinent PMA, including its production quality control system.

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Our various services are regulated differently by the FCC.

For example, we provide some of our voice and data services (not including Gogo Biz or AVANCE) by reselling the services of two satellite operators.

For example, we provide some of our voice and data services (not including ATG) by reselling the services of satellite operators.

Where we offer telecommunications services on a common carrier basis, we are subject to the provisions of Title II of the Communications Act, which require, among other things, that the charges and practices of common carriers be just, reasonable and non-discriminatory.

In addition, where we provide an interconnected voice over Internet protocol (“VoIP”) service, the FCC applies many, but not all, of the same regulatory requirements to interconnected VoIP services as it does to common carrier telecommunications services.

We offer connectivity service in the United States to business aviation aircraft and, pursuant to an ATG network sharing agreement with Intelsat, to certain commercial aircraft operated by Intelsat’s airline customers, through our own facilities, using our

ATG License, a nationwide commercial air-ground radiotelephone license in the 800 MHz band.

We obtained and paid for this spectrum through an auction conducted by the FCC.

See “—ATG License Terms and Conditions.”

The FCC’s current rules classify broadband Internet access service as a lightly regulated, non-common carrier “information service,” and remove virtually all of the previously imposed network neutrality restrictions on blocking access to lawful content, applications, services or non-harmful devices;

In 2023, the FCC adopted regulations, including broadband labeling and digital discrimination rules, that apply to broadband Internet access service.

In May 2024, the FCC classified broadband Internet access service as a common carrier “telecommunications service” and imposed network neutrality restrictions on blocking access to lawful content, applications, services or non-harmful devices;

impairing or degrading lawful Internet traffic on the basis of content, applications, services or non-harmful devices;

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or prioritizing the content and services of broadband providers’ affiliates.

In 2023, the FCC adopted new regulations, including broadband labeling and digital discrimination rules, that will apply to broadband Internet service once these rules become effective.

In October 2023, the FCC also proposed classifying broadband Internet access service as a “telecommunications service” and reimposing network neutrality restrictions on providers of broadband Internet access service.

This proceeding remains pending.

To the extent the FCC further restricts reasonable network management, adopts its proposed network neutrality rules, or determines that any of our services qualify as broadband Internet access service, our business may be affected.

In January 2025, the U.S.

Court of Appeals for the Sixth Circuit found that broadband Internet access service is a non-common carrier “information service” under the Communications Act, thereby overturning the FCC’s net neutrality rules.

To the extent future legislation by Congress or state legislatures, further litigation in federal or state courts, or new regulations by the FCC further restrict reasonable network management, impose network neutrality rules, or determine that any of our services qualify as broadband Internet access service, our business may be affected.

Our Internet connectivity service is also subject to the FCC’s data roaming rules, which require commercial mobile data service (“CMDS”) providers like Gogo to negotiate roaming arrangements with any requesting facilities-based, technologically compatible providers of CMDS.

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ATG License Terms and Conditions

The FCC issued our ATG License on October 31, 2006, for a renewable 10-year term.

The FCC issued our 3 MHz ATG License on October 31, 2006, for a renewable 10-year term.

We have satisfied our obligation under the license to provide “substantial service” to aircraft, and on January 25, 2017, we received confirmation from the FCC that the license has been renewed until October 31, 2026.

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Because the 1 MHz ATG license has no construction or substantial service requirement, it is not currently clear what level and length of service the FCC will find adequate when considering the next renewal of the 1 MHz ATG license in 2026.

The service and technical rules that apply to our ATG licenses are mainly located in Part 22 of the FCC’s rules.

In 2022, the FCC issued Gogo a waiver of the power measurement rule applicable to the ATG licenses, and the grant of that waiver included various conditions, including the filing of a petition for rulemaking proposing any suggested updates to the FCC rules applicable to our ATG licenses.

Gogo filed that petition for rulemaking in 2022, including updating the ATG rules where Gogo had received previous waivers and other minor technical rule changes.

The FCC sought comment on that petition through a public notice in 2024.

The FCC can now move forward with addressing the petition and adopting a notice of proposed rulemaking that formally proposes our suggested rule changes.

That notice of proposed rulemaking could also include other proposed rule changes that we did not propose.

Our two ATG licenses contain certain conditions that require us to comply with all applicable FCC and FAA rules as well as all bilateral agreements between the United States and Canada and the United States and Mexico regarding the frequencies that are allocated for ATG services.

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We may not operate, lease, sell, market or distribute any radio transmission equipment used in the provision of our services unless such equipment is compliant with the FCC’s equipment authorization and relevant technical rules.

All certifications required for equipment currently used in the provision of our services have been obtained.

We have the required FCC equipment authorizations for our services in the United States.

We continue to obtain and assess certifications required for equipment currently used in the provisioning of our services outside of the United States.

In particular, the Company has undertaken a comprehensive analysis of required equipment certifications in global markets in connection with the global launch of Gogo Galileo.

Government Contracts

As a government contractor, we must comply with laws and regulations relating to U.S.

Government and other governments’ contracts, including foreign governments.

We are also subject to a variety of acquisition regulations that regulate our ability to be reimbursed for costs under government contracts and foreign contracts.

Other government contracting regulations require compliance with cybersecurity requirements, prohibit the use of certain telecommunications equipment from identified companies, require a written code of business ethics and conduct, and more.

In addition, our government contracts may allow the government or prime contractors to terminate any of our government contracts and subcontracts either without cause or for default based on our performance.

Classified Contracts

We perform some classified work for the U.S.

Government that cannot be specifically described.

The operating results of classified contracts are included in our consolidated financial statements.

The risks associated with performing classified contracts are not materially different from those of our other government contracts.

Our internal controls addressing the financial reporting of classified contracts are consistent with our internal controls for our non-classified contracts.

Trade and Export Regulations

Trade and export policies and regulations, like the Export Administration Regulations (“EAR”), affect our business in and outside the U.S.

Sanctions imposed by the U.S.

or ally countries, either prohibiting or limiting business with certain entities and countries, may also impact our business.

To maintain compliance and mitigate risks related to international sales and exports, we routinely assess our obligations under these regulations.

Privacy and Data Security-Related Regulations

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We also may obtain information about our users from third parties or create records that may be personal information in connection with our services.

We use the information that we collect and create to, for example, consummate their purchase transaction, customize and personalize advertising and content for our users and enhance the entertainment options when using our service.

We use the information that we collect and create to, for example, consummate their purchase transaction, customize and personalize content for our users and enhance the entertainment options when using our service.

Our collection, protection, disclosure and use of such information are required in some circumstances to comply with our privacy policies, applicable law, and our contractual obligations to aviation partners and other third parties, as well as industry standards such as the Payment Card Industry Data Security Standard.

We must comply with certain Communications Act and FCC privacy and data security rules for our services, including certain provisions applicable to customer proprietary network information (“CPNI”).

In December 2023, the FCC adopted additional CPNI and cybersecurity rules requiring disclosures of applicable data breaches to the FCC, federal law enforcement, and customers, which may affect our business.

Effective March 2024, the FCC adopted additional CPNI and cybersecurity rules requiring disclosures of applicable data breaches to the FCC, federal law enforcement, and customers, which may affect our business.

Additionally, as a U.S.

Government contractor, we recognize our obligations under Executive Order 14028 regarding cybersecurity, which mandates federal contractors to implement heightened security measures to protect critical infrastructure.

As a provider of communication services, we ensure that our cybersecurity practices align with federal guidelines, including those specified by the National Institute of Standards and Technology (“NIST”) and the Federal Information Security Modernization Act (“FISMA”), to protect sensitive government data from cyber threats.

We are also subject to other federal and state consumer privacy and data security requirements.

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Certain states have also enacted specific comprehensive privacy laws to which we may be subject.

For example, the California Consumer Privacy Act (“CCPA”) took effect January 1, 2020, and provides broad privacy rights for California consumers, including, among others, the right to obtain copies of their personal information collected in the past 12 months, the ability to opt out from the sale of personal information and the right to demand the deletion of personal information.

For example, the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act (“CPRA”), provides broad privacy rights for California consumers, including, among others, the right to obtain copies of their personal information collected in the past 12 months, the ability to opt out from the sale of personal information and the right to demand the deletion of personal information.

The CCPA also imposes compliance requirements on companies that do business in California and collect personal information from consumers, including, among others, notice, consent and service provider requirements.

The CCPA also provides for civil penalties for violations as well as a private right of action for data breaches that may increase data breach litigation.

The California Office of the Attorney General has published final regulations to implement portions of the CCPA.

In addition, in November 2020 California voters passed the California Privacy Rights Act (“CPRA”) ballot initiative, which introduced significant amendments to the CCPA.

The CPRA went into effect on January 1, 2023, and new regulations are expected to take effect over the course of 2024.

Other states have enacted privacy laws:

the Virginia Consumer Data Protection Act (“VCDPA”) went into effect on January 1, 2023;

the Colorado Privacy Act and the Connecticut Data Privacy Act took effect on July 1, 2023;

the Utah Consumer Privacy Act took effect on December 31, 2023;

the Oregon Consumer Privacy Act and the Texas Data Privacy and Security Act will take effect July 1, 2024;

the Montana Consumer Data Privacy Act will take effect October 1, 2024;

the Delaware Personal Data Privacy Act and the Iowa Consumer Data Protection Act will take effect on January 1, 2025;

the Tennessee Information Protection Act and the New Jersey Data Privacy Law will take effect July 1, 2025;

and the Indiana Consumer Data Protection Act will take effect January 1, 2026.

New regulations under the CPRA are expected to take effect over the course of 2025.

Approximately a dozen state privacy laws have come into effect since 2020, and more are scheduled to come into effect over the course of 2025.

These laws provide broad new privacy rights for consumers in these states, including the right to opt out of targeted advertising and certain profiling activities.

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To the extent we collect personal information of residents of other countries, we may be subject to the data protection regulations of the relevant countries.

On May 25, 2018, the General Data Protection Regulation (“GDPR”) of the European Union (“EU”) took effect, and it has imposed more restrictive privacy-related requirements for entities outside the EU that process personal information about European data subjects.

The General Data Protection Regulation (“GDPR”) of the European Union (“EU”) has imposed more restrictive privacy-related requirements for entities outside the EU that process personal information about European data subjects.

EU member states also have some flexibility to supplement the GDPR with their own laws and regulations and may apply stricter requirements for certain data processing activities.

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networks and replace such equipment and (ii) remove and replace certain equipment installed on aircraft operated by the Company’s ATG customers that is not compatible with the terrestrial equipment that will replace ZTE equipment.

Due to a shortfall in the amount appropriated by Congress to fund the FCC Reimbursement Program, approximately $132 million of the approved amount is currently allocated to the Company under the program.

If Congress appropriates additional funds for this purpose, the allocations of the Company and other approved applicants will be increased pro rata .

Due to an initial shortfall in the amount appropriated by Congress to fund the FCC Reimbursement Program, approximately $132 million of the approved amount is currently allocated to the Company under the program.

In December 2024, President Biden signed into law the Fiscal Year 2025 National Defense Authorization Act (“FY 2025 NDAA”), which authorizes the FCC to borrow funds from the U.S.

Treasury sufficient to fully fund the FCC Reimbursement Program.

On December 26, 2024, the FCC announced that it would expeditiously submit a request to the U.S.

Treasury to borrow the funds and, following approval, will allocate funding to each approved applicant up to the full amount of their approved cost estimates.

Program participants are subject to a number of conditions and requirements under the FCC’s rules.

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The rules permit participants to petition the FCC for one or more six-month extensions of the completion deadline.

Due to a number of factors, including supply chain disruptions, the current insufficiency of FCC funding and the operational and logistical complexity of replacing airborne equipment, the Company does not expect to complete the project by the July 21, 2024 deadline, and intends to seek multiple extensions.

As of December 31, 2023, the Company has filed a total of $1.7 million in claims and received $1.7 million in reimbursements.

Due to a number of factors, including supply chain disruptions, the insufficiency of FCC funding prior to the passage of the FY 2025 NDAA, and the operational and logistical complexity of replacing airborne equipment, the Company was unable to complete the project by the July 21, 2024 deadline, and has sought and been granted two extensions.

The Company’s current FCC deadline for completing its transition is July 21, 2025, but the Company expects to require additional extensions past that date.

As of March 1, 2025, the Company has filed approximately $47.0 million in claims and received approximately $45.8 million in reimbursements.

Intellectual Property

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We have patented certain of our technologies in the United States and certain countries outside of the United States.

As of February 23, 2024, we held U.S.

patents expiring on dates ranging from June 2025 to February 2043 and foreign patents expiring on dates ranging from November 2024 to October 2040.

As of March 1, 2025, we held 167 U.S.

patents expiring on dates ranging from June 2025 to March 2043 and 404 foreign patents expiring on dates ranging from September 2027 to October 2040.

We do not believe that our business is dependent to any material extent on any single patent or group of patents that we own.

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We rely on both trademark registrations and common law protection for trademarks.

Our registered trademarks in the United States and certain other countries include, among others, “Gogo,” “Gogo 5G,” “Gogo Galileo,” “Gogo Biz” and “Gogo Vision,” although we have not yet obtained registrations for our most important marks in all markets in which we currently do business or intend to do business in the future.

Our registered trademarks in the United States and certain other countries include, among others, “Gogo,” “Gogo 5G,” “Gogo Galileo,” “Gogo Biz” and “Gogo Vision,” along with trademarks acquired through the Transaction including, among others, “Satcom Direct,” “SD Pro,” “FlightDeck Freedom” and “Plane Simple,” although we have not yet obtained registrations for our most important marks in all markets in which we currently do business or intend to do business in the future.

Generally, the protection afforded for trademarks is perpetual, if they are renewed on a timely basis, if registered, and continue to be used properly as trademarks.

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Such agreements, as well as certain licenses to commercially available software, are material to our business.

Under the terms of the sale of our commercial aviation (“CA”) business to Intelsat, we retained ownership of the entire patent portfolio held by Gogo Inc.

Under the terms of the sale of our commercial aviation (“CA”) business to Intelsat that closed in 2020, we retained ownership of the entire patent portfolio held by Gogo Inc.

and its affiliates, including patents developed and obtained in connection with our former CA business.

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Our compensation program is designed to attract, retain, and reward the best performers.

In addition to carefully calibrated salaries and bonuses, which are reviewed annually, our employees benefit from a generous benefit package, including employee stock purchase and 401(k) programs.

Additionally, in 2023 and 2022, all of our employees were eligible for equity awards through our annual equity program as part of their compensation.

We also grant additional equity awards on an annual basis to employees identified as high performers.

In addition to carefully calibrated salaries and bonuses, which are reviewed annually, our employees benefit from a generous benefit package, including an employee stock purchase and 401(k) program.

We also grant additional equity awards on an annual basis to certain employees identified as high performers.

• Training & Development:

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• Culture and Engagement:

We conduct annual employee engagement surveys to solicit feedback and help guide planning on all people-related efforts and initiatives that not only support our team members but propel our business forward.

We have had strong participation in our engagement surveys and are proud that our results benchmark us as a high performing company.

We conduct employee engagement surveys to solicit feedback and help guide planning on all people-related efforts and initiatives that not only support our team members but propel our business forward.

Our employees have the opportunity to learn more about our business strategy and ask questions of our leadership team during Town Hall meetings we host quarterly.

• Diversity, Equity & Inclusion (DEI):

In addition, we engage with our employees through wellness programs, community events, and hosted events at our offices.

We are actively leveraging these efforts and initiatives to drive our integration of Satcom Direct’s business.

• Inclusive Workplace:

Gogo seeks to create an environment where each individual’s uniqueness is respected, and which allows for a sense of inclusion and belonging.

We have formed a Diversity Council consisting of a diverse, cross-functional group of employees who provide input to our DEI initiatives.

In addition to the Diversity Council, we have a Vice President, Diversity, Equity and Inclusion, who dedicates time and effort toward evolving and driving our DEI strategy and associated initiatives.

We have also established employee resource groups led by employees with diverse backgrounds, experiences or characteristics who share a common interest in professional development and improving corporate culture.

Other key initiatives include building awareness of unconscious bias and investing in and seeking to expand our engagement with diverse students at targeted colleges and universities.

We also publish an annual Diversity and Inclusion Report that includes a summary of our various DEI initiatives, together with data highlighting certain DEI metrics relative to our employee population.

A copy of the annual Diversity and Inclusion Report can be found on our website under the heading “Diversity.” The contents of our Diversity and Inclusion Report are not intended to be incorporated by reference into this Annual Report on Form 10-K.

As of December 31, 2023, women and employees identifying with minority races made up approximately 28.2% and 31.7%, respectively, of our workforce.

Of the five members on our Executive Leadership Team, three are women and two are minorities.

Gogo promotes inclusiveness for all, and we value diversity in our recruiting efforts.

The efforts outlined above are supported by our dedicated human resources team and led by our Executive Vice President, Chief People Experience Officer, who is responsible for developing and executing our human capital strategy and regularly updates our Board of Directors and senior management on the operation and status of our human capital activities.

As of December 31, 2023, we had 457 employees.

No employee is a member of a labor union.

We remain committed to having an inclusive workforce with a broad range of knowledge, skills, backgrounds and perspectives.

To aid in this effort, our initiatives include building awareness of unconscious bias and investing in and seeking to expand our engagement with students at colleges and universities.

The efforts outlined above are supported by our dedicated human resources team and led by our Senior Vice President, People Experience, who is responsible for developing and executing our human capital strategy and regularly updates our Board of Directors and senior management on the operation and status of our human capital activities.

As of December 31, 2024, we employed approximately 790 individuals worldwide, with 81% of our workforce located in the United States, and no employee was covered by a collective bargaining agreement with a union.

Corporate Information

is a holding company that does business through its subsidiaries.

Our principal operating subsidiary is Gogo Business Aviation LLC, which is a direct, wholly owned subsidiary of Gogo Intermediate Holdings LLC.

Our principal executive offices are located at 105 Edgeview Dr., Suite 300, Broomfield, CO 80021.

Our principal operating subsidiaries are (i) Gogo Business Aviation LLC, which is a direct, wholly owned subsidiary of Gogo Intermediate Holdings LLC and (ii) Satcom Direct, LLC and Satcom Direct Government, LLC, which are directly, wholly owned subsidiaries of Gogo Direct Holdings LLC and indirect, wholly owned subsidiaries of Gogo Intermediate Holdings LLC.

Our principal executive office is located at 105 Edgeview Dr., Suite 300, Broomfield, CO 80021.

Our telephone number is (303) 301-3271.

Our website addresses are www.gogoair.com and www.business.gogoair.com.

Our website addresses are www.gogoair.com and www.satcomdirect.com.

Available Information

Our websites are located at www.gogoair.com and www.business.gogoair.com, and our investor relations website is located at http://ir.gogoair.com.

Our investor relations website is located at http://ir.gogoair.com.

Our Proxy Statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge on the investor relations website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We also provide a link to the section of the SEC's website at www.sec.gov that has all of our public filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, our Proxy Statements, and other ownership related filings.

We may use our website as a distribution channel of material company information, and so investors should monitor it.

We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website.

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Investors and others can receive notifications of new information posted on our investor relations website in real-time by signing up for email alerts and RSS feeds.

Further corporate governance information, including our certificate of incorporation, bylaws, corporate governance guidelines, board committee charters, and code of business conduct, is also available on our investor relations website under the heading “Corporate Governance.” The contents of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

The contents of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business