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Item 9A. Controls and Procedures

2025-03-14 compared with 2024-02-28 · 145 added, 105 removed, 167 unchanged (60% of the section changed)

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(a) Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of December 31, 2023 that are designed to provide reasonable assurance that information required to be disclosed in this report is recorded, processed, summarized and reported within required time periods.

Based upon this evaluation, our Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Management, with the participation of our Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2024.

Based upon this evaluation, our Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2024 due to material weaknesses in internal control over financial reporting, as described below.

Notwithstanding the ineffective disclosure controls and procedures due to the material weaknesses in internal control over financial reporting, our Chief Executive Officer and the Chief Financial Officer have concluded that that the consolidated financial statements in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (“U.S.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

The management of Gogo Inc.

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a – 15(f) and 15d – 15(f) under the Securities Exchange Act of 1934, as amended.

Gogo’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of its published financial statements in accordance with accounting principles generally accepted in the United States of America.

The management of Gogo, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have assessed the effectiveness of Gogo’s internal control over financial reporting as of December 31, 2023, based on the criteria set forth in Internal Control-Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment, the Company’s management concluded that our internal control over financial reporting was effective as of December 31, 2023.

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a – 15(f) and 15d – 15(f) under the Exchange Act and based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO framework”).

Based on our assessment, the Company’s management concluded that our internal control over financial reporting was not effective as of December 31, 2024, due to the material weaknesses described below.

Our assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 excludes the acquisition of Satcom Direct which was acquired on December 3, 2024, and whose financial statements constitute approximately 46% of total assets and 9% of total revenue of the consolidated financial statement amounts of the Company as of and for the year ended December 31, 2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Despite the exclusion of Satcom Direct from our assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, we identified a material weakness in controls over the financial close and reporting process and controls over purchase accounting as a result of the Satcom Direct acquisition.

Specifically, there were insufficient effective controls in place to ensure the completeness and accuracy of Satcom Direct’s financial reporting information that is consolidated into Gogo’s financial statements.

This material weakness was due to the following deficiencies at Satcom Direct:

• Satcom Direct had ineffective general information technology controls (“GITCs”) over relevant information technology (“IT”) systems.

Specifically, Satcom Direct management did not design and maintain effective GITCs for information systems and applications that are relevant to the preparation of the consolidated financial statements.

Specifically, they did not design and maintain:

(i) sufficient user access controls to ensure appropriate segregation of duties and adequately restrict user and privileged access to financial applications, programs and data to appropriate company personnel and (ii) program change management controls to ensure that information technology, or IT, program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately with appropriate segregation of duties.

• Satcom Direct’s management did not design and implement control activities necessary to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.

We also identified a material weakness in controls over the accounting for the Satcom Direct acquisition.

Specifically, management had designed control activities over the accounting for the acquisition and related preliminary purchase price allocation for the acquired assets and liabilities performed by third-party specialists, however, management did not effectively implement them due to the timing of the acquisition.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2024, which report is included on Page 102 of this Annual Report on Form 10-K under the caption entitled “Report of Independent Registered Public Accounting Firm.”

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of the effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting

Remediation of the identified material weaknesses and strengthening our internal control environment will require a substantial effort throughout 2025.

Management has commenced its remediation efforts over the material weaknesses described above as follows:

• Designing and implementing controls over Satcom Direct’s GITCs relating to user access and program change management over certain IT systems that support financial reporting processes at Satcom Direct.

• Designing and implementing internal controls over financial reporting for processes specific to Satcom Direct.

• Implementing the controls the Company has designed related to complex accounting transactions, including those related to acquisitions, such as, the review of third-party specialists’ work and the reasonableness of key assumptions, methodologies, and underlying data used in the accounting and purchase price allocation.

• Recruiting additional qualified personnel with expertise in public company financial reporting, accounting and internal controls to strengthen our accounting function.

While we believe the steps taken to date and those planned for implementation will improve the effectiveness of our internal control over financial reporting, we have not completed all remediation efforts identified herein.

Accordingly, as we continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses described above, we have performed and will continue to perform additional procedures and to employ additional appropriate tools and resources.

We will test the ongoing operating effectiveness of the new and existing controls in future periods.

The material weaknesses cannot be considered completely remediated until the applicable controls have been implemented and management has concluded, through testing, that these controls are operating effectively.

There have been no material changes to our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the identification of the material weaknesses described above, there have been no changes to our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

On November 17, 2023 , Sergio Aguirre , our President and Chief Operating Officer , entered into a Rule 10b5–1 trading arrangement .

Aguirre’s arrangement includes the potential sale of up to 108,694 shares of our common stock issuable upon the exercise of outstanding stock options, and expires on November 15, 2024 unless earlier terminated in accordance with the provisions of the arrangement.

Aguirre’s arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934.

Except as described above, during the fiscal quarter ended December 31, 2023, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as such terms are defined in Item 408 of Regulation S-K.

(a) Item 5.02 Departure of Directors of Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Inducement Awards

As discussed above, on December 3, 2024, the Company completed the previously announced acquisition of 100% of the issued and outstanding equity interests in Satcom Direct, pursuant to the terms of the Purchase Agreement.

In connection with the acquisition and as an inducement for Messrs.

Christopher Moore and Zachary Cotner (each an “Executive” and together, the “Executives”) to join the Company as our new Chief Executive Officer and Chief Financial Officer, respectively, the Company granted certain inducement awards pursuant to Nasdaq Rule 5635(c)(4) (the “Inducement Awards”) to the Executives, to promote their retention and create an alignment of interests between them and the Company’s shareholders.

The Inducement Awards were granted by the Compensation Committee of our Board of Directors and included the following awards:

(i) 1,000,000 time-vesting restricted stock units (“RSUs”) and 1,000,000 performance stock units (“PSUs”) (representing the target number of shares in the case of PSUs) to Mr.

and (ii) 50,000 RSUs and 50,000 PSUs (representing the target number of shares in the case of PSUs) to Mr.

The RSUs will vest in equal annual installments over the five-year period following the Closing.

The PSUs are subject to performance-based vesting and will vest when the performance-based vesting conditions are met.

The PSUs are divided into two equal tranches.

The first tranche will vest on the earlier of (i) the date the value of the Common Stock equals or exceeds $20.00 per share for a period of 90 consecutive trading days following the six-month anniversary of the Closing, and (ii) the date the Company consummates a change in control pursuant to which the price per share of Common Stock in connection with such change in control (the “Change in Control Price”) equals or exceeds $20.00 per share.

The second tranche will vest on the earlier of (i) the date the value of the Common Stock equals or exceeds $25.00 per share for a period of 90 consecutive trading days following the six-month anniversary of the Closing, and (ii) the date the Company consummates a change in control pursuant to which the Change in Control Price equals or exceeds $25.00 per share.

Vesting of the PSUs and RSUs is conditioned on

the Executive’s continued employment through the applicable vesting date, subject to accelerated vesting upon the occurrence of specified employment termination and change in control events.

Each of the Inducement Awards was granted consistent with the terms of each Executive’s employment agreement previously entered into with Gogo Business Aviation LLC.

Though not awarded pursuant to the Company’s 2024 Omnibus Equity Incentive Plan (the “2024 Plan”), the Inducement Awards have been issued subject to the terms and conditions of the 2024 Plan.

The foregoing summary of the Inducement Awards is qualified in its entirety by reference to the 2024 Plan and the applicable award agreements, which are filed herewith as Exhibits 10.53 and 10.54 respectively, to this Annual Report on Form 10-K and are incorporated herein by reference.

(b) During the fiscal quarter ended December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as such terms are defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Gogo Inc.

To the shareholders and the Board of Directors of Gogo Inc.

Opinion on Internal Control over Financial Reporting

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and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 28, 2024, expressed an unqualified opinion on those financial statements.

In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 14, 2025, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Satcom Direct, LLC and certain of its affiliates and subsidiaries (collectively, “Satcom Direct”), which were acquired on December 3, 2024, and whose financial statements constitute 46% of total assets and 9% of total revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Satcom Direct.

Basis for Opinion

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management's assessment.

Management identified a material weakness in controls over the financial close and reporting process and purchase accounting controls as a result of the Satcom Direct acquisition.

This material weakness was due to the following deficiencies at Satcom Direct:

• Satcom Direct had ineffective general information technology controls (“GITCs”) over relevant information technology (“IT”) systems.

Specifically, they did not design and maintain:

(i) sufficient user access controls to ensure appropriate segregation of duties and adequately

restrict user and privileged access to financial applications, programs and data to appropriate company personnel and (ii) program change management controls to ensure that information technology, or IT, program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately with appropriate segregation of duties.

• Satcom Direct management did not design and implement control activities necessary to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.

Management also identified a material weakness in controls over the accounting for the Satcom Direct acquisition.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 28, 2024

March 14, 2025

Directors, Executive Of ficers and Corporate Governance

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Information appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 is incorporated herein by reference.

The following table sets forth the number of shares of our common stock reserved for issuance under our equity compensation plans (which includes amounts for both continuing and discontinued operations) as of the end of 2023:

The following table sets forth the number of shares of our common stock reserved for issuance under our equity compensation plans as of the end of 2024:

Plan Category

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(2) Represents the weighted average exercise price of the 3,468,716 options disclosed in column (a).

(3) Represents the number of shares remaining available for future issuance under our 2016 Omnibus Plan (4,432,317 shares).

Of this number, only 3,056,770 shares are available for issuance with respect to RSUs, DSUs and other awards based on the full value of stock (rather than an increase in value) under the 2016 Omnibus Plan.

(3) Represents the number of shares remaining available for future issuance under our 2024 Plan (6,934,107 shares) and 2024 Employee Stock Purchase Plan (663,296).

Of this number, only 4,782,143 shares are available for issuance with respect to RSUs, DSUs and other awards based on the full value of stock (rather than an increase in value) under the 2024 Omnibus Equity Incentive Plan.

Certain Relationships and Related Transactions, and Director Independence

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Description of Exhibits

Purchase and Sale Agreement by and among Gogo Inc.

and Intelsat Jackson Holdings S.A., dated August 31, 2020 (incorporated by reference to Exhibit 2.1 to Form 8-K filed on September 1, 2020 (File No.

Purchase Agreement, by and among Satcom Direct Holdings, Inc., SDHC Holdings, Inc., Satcom Direct Government Holdings, Inc., ndtHost Holdings, Inc., Satcom Direct, Inc., Satcom Direct Holding Company, LLC, Satcom Direct Government, Inc., ndtHost, LLC, Gogo Direct Holdings LLC, James W.

Jensen and Gogo Inc., dated as of September 29, 2024 (incorporated by reference to Exhibit 2.1 to Form 8-K filed on October 1, 2024 (File No.

Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10-Q filed on August 7, 2013 (File No.

4 unchanged sentences

Registration Rights Agreement, dated as of December 31, 2009, by and between AC Holdco Inc.

and the Class A Holders, the Ripplewood Investors, the Thorne Investors and the other investors named therein (incorporated by reference to Exhibit 4.3 to Gogo Inc.

and the Class A Holders, the Thorne Investors and the other investors named therein (incorporated by reference to Exhibit 4.3 to Gogo Inc.

Registration Statement on Form S-1 (File No.

Description of Capital Stock and Registered Securities

Description of Capital Stock and Registered Securities (incorporated by reference to Exhibit 4.3 to Form 10-K filed on February 28, 2024 (File No.

Registration Rights Agreement, dated as of April 9, 2021, by and among Gogo Inc., Silver (XII) Holdings, LLC and Silver (Equity) Holdings, LP (incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 14, 2021 (File No.

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(incorporated by reference to Exhibit 10.1.5 to Form 10-K filed on March 11, 2021 (File No.

Waiver and Omnibus Amendment to Airspan/Gogo Agreements, effective as of June 27, 2024 (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on August 7, 2024)

Supply and Product Support Agreement, dated as of November 25, 2019, by and between Gogo Business Aviation LLC and Airspan Networks Inc.

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Supply and Product Support Agreement, dated as of June 6, 2022, by and between Gogo Business Aviation LLC and Hughes Network Systems, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 14, 2022 (File No.

Amended and Restated Supply and Product Support Agreement, dated as of March 31, 2023, by and between Gogo Business Aviation LLC and Hughes Network Systems, LLC (incorporated by reference to Exhibit 10.1.1 to From 10-Q filed on May 3, 2023 (File No.

Change in Control Severance Agreement, dated as of April 24, 2017, by and between Gogo Inc.

and Barry Rowan (incorporated by reference to Exhibit 10.2.15 to Form 10-Q filed on May 4, 2017 (File No.

Employment Agreement, dated March 4, 2018, between Gogo Inc., Gogo Business Aviation LLC, as assignee of Gogo LLC, and Oakleigh Thorne (incorporated by reference to Exhibit 10.2.12 to Form 10-Q filed on May 4, 2018 (File No.

Form of Change in Control Severance Agreement, for named executive officers other than Oakleigh Thorne, Barry Rowan and Jessica Betjemann (incorporated by reference to Exhibit 10.2.10 to Form 10-K filed on March 13, 2020 (File No.

Amendment No.

1 to the Form of Change in Control Severance Agreement for named executive officers other than Oakleigh Thorne and Barry Rowan (incorporated by reference to Exhibit 10.2.18 to Form 10-Q filed on May 4, 2018 (File No.

Employment Agreement, dated as of January 1, 2008, between Gogo Business Aviation LLC, as assignee of Gogo LLC (f/k/a Aircell LLC) and Marguerite Elias (incorporated by reference to Exhibit 10.2.20 to Form 10-Q filed on May 9, 2019 (File No.

Amendment No.

1 to the Employment Agreement, between Gogo Business Aviation LLC, as assignee of Gogo LLC (f/k/a Aircell LLC) and Marguerite Elias, effective as of December 31, 2008 (incorporated by reference to Exhibit 10.2.21 to Form 10-Q filed on May 9, 2019 (File No.

Director Compensation Policy, effective March 4, 2021 (incorporated by reference to Exhibit 10.6 to Form 10-Q filed on May 6, 2021 (File No.

Amended and Restated Employment Agreement, dated as of February 10, 2020, between Gogo LLC and Karen Jackson (incorporated by reference to Exhibit 10.5 to Form 10-Q filed on August 5, 2021 (File No.

Employment Agreement, dated as of August 27, 2018, between Gogo Business Aviation LLC and Sergio Aguirre (incorporated by reference to Exhibit 10.6 to Form 10-Q filed on August 5, 2021 (File No.

Form of Director Deferred Share Unit Agreement for Gogo Inc.

Omnibus Incentive Plan (incorporated by

reference to Exhibit 10.7 to Form 10-Q filed on August 5, 2021 (File No.

Amendment to Non-Employee Director Options and Deferred Stock Units (incorporated by reference to Exhibit

10.8 to Form 10-Q filed on August 5, 2021 (File No.

Amendment No.

1, dated March 25, 2022, to the Employment Agreement between Gogo Business Aviation LLC, as assignee of Gogo LLC (f/k/a Aircell LLC), and Oakleigh Thorne (incorporated by reference to Exhibit 10.2.1 to Form 10-Q filed on May 5, 2022 (File No.

Amendment No.

1, dated March 25, 2022, to the Employment Agreement between Gogo Business Aviation LLC and Sergio Aguirre (incorporated by reference to Exhibit 10.2.3 to Form 10-Q filed on May 5, 2022 (File No.

Amendment No.

3, dated March 25, 2022, to the Employment Agreement between Gogo Business Aviation LLC, as assignee of Gogo LLC (f/k/a Aircell LLC), and Marguerite Elias (incorporated by reference to Exhibit 10.2.4 to Form 10-Q filed on May 5, 2022 (File No.

Amendment No.

1, dated March 25, 2022, to the Employment Agreement between Gogo Business Aviation LLC, as assignee of Gogo LLC (f/k/a Aircell LLC), and Karen Jackson (incorporated by reference to Exhibit 10.2.5 to Form 10-Q filed on May 5, 2022 (File No.

Amended and Restated Employment Agreement, dated March 27, 2024, between Gogo Inc.

and Oakleigh Thorne (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 2, 2024 (File No.

Employment Agreement, effective as of March 11, 2023, by and between Gogo Business Aviation LLC and Jessica Betjemann (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 14, 2023 (File No.

Change in Control Severance Agreement, effective as of March 11, 2023, by and between Gogo Inc.

and Jessica Betjemann (incorporated by reference to Exhibit 10.2 to Form 8-K filed on February 14, 2023 (File No.

Amendment Number One to Employment Agreement, dated November 27, 2024, between Gogo Inc.

and Jessica Betjemann

Employment Agreement, effective as of November 2, 2022, by and between Gogo Business Aviation LLC and Crystal Gordon (incorporated by reference to Exhibit 10.2.21 to Form 10-K filed on February 28, 2023 (File No.

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and Crystal Gordon (incorporated by reference to Exhibit 10.2.22 to Form 10-K filed on February 28, 2023 (File No.

Aircell Holdings Inc.

Stock Option Plan (incorporated by reference to Exhibit 10.3.1 to Gogo Inc.

Registration Statement on Form S-1 (File No.

Amendment No.

1 to the Aircell Holdings Inc.

Stock Option Plan, effective as of June 2, 2010 (incorporated by reference to Exhibit 10.3.2 to Gogo Inc.

Registration Statement on Form S-1 (File No.

Amendment No.

2 to the Aircell Holdings Inc.

Stock Option Plan, dated as of December 14, 2011(incorporated by reference to Exhibit 10.3.3 to Gogo Inc.

Registration Statement on Form S-1 (File No.

Amendment No.

3 to the Aircell Holdings Inc.

Stock Option Plan, effective as of May 31, 2013 (incorporated by reference to Exhibit 10.3.4 to Gogo Inc.

Registration Statement on Form S-1 (File No.

Form of Stock Option Agreement for Aircell Holdings Inc.

Stock Option Plan (incorporated by reference to Exhibit 10.3.4 to Gogo Inc.

Registration Statement on Form S-1 (File No.

Form of Stock Option Agreement for Aircell Holdings Inc.

Stock Option Plan (for June 2013 grants) (incorporated by reference to Exhibit 10.3.6 to Gogo Inc.

Registration Statement on Form S-1 (File No.

Employment Agreement, dated November 13, 2024, between Gogo Inc.

and Christopher Moore

Change in Control Severance Agreement, dated November 13, 2024, between Gogo Inc.

and Christopher Moore

Retention Bonus Agreement, dated November 13, 2024, between Gogo Inc.

and Christopher Moore

Employment Agreement, dated November 27, 2024, between Gogo Inc.

and Zachary Cotner

Retention Bonus Agreement, dated November 27, 2024, between Gogo Inc.

and Zachary Cotner

Change in Control Severance Agreement, dated November 27, 2024, between Gogo Inc.

and Zachary Cotner

Employment Agreement, dated November 13, 2024, between Gogo Inc.

and Hayden Olson

Change in Control Severance Agreement, dated November 13, 2024, between Gogo Inc.

and Hayden Olson

Retention Bonus Agreement, dated November 13, 2024, between Gogo Inc.

and Hayden Olson

Employment Agreement, dated January 13, 2025, between Gogo Inc.

and Mike Begler

Change in Control Severance Agreement, dated January 13, 2025, between Gogo Inc.

and Mike Begler

Separation Agreement, dated January 13, 2025, between Gogo Inc.

and Sergio Aguirre

Consulting Agreement, dated January 13, 2025, between Gogo Inc.

and Sergio Aguirre

2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to Gogo Inc.

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2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5.2 to Form 10-K filed on March 14, 2014 (File No.

Form of Restricted Stock Unit Agreement for Gogo Inc.

Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4.3 to Form 10-K filed on February 27, 2015 (File No.

Form of Restricted Stock Agreement for Gogo Inc.

Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4.4 to Form 10-K filed on February 27, 2015 (File No.

Form of Stock Option Agreement for Gogo Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4.6 to Form 10-Q filed on August 4, 2016 (File No.

Form of Performance Stock Option Agreement for Gogo Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4.7 to Form 10-Q filed on August 4, 2016 (File No.

Form of Restricted Stock Unit Agreement for Gogo Inc.

Second Amended and Restated Gogo Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4.1 to Form 10-Q filed on August 5, 2022 (File No.

Form of Performance Restricted Stock Unit Agreement for Gogo Inc.

Form of Stock Option Agreement for Gogo Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4.6 to Form 10-Q filed on August 4, 2016 (File No.

Amended and Restated Gogo Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Annex A to the definitive proxy statement on Schedule 14A filed on April 27, 2018 (File No.

Second Amended and Restated Gogo Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit

10.4.1 to Form 10-Q filed on August 5, 2022 (File No.

Form of Restricted Stock Unit Agreement for Second Amended and Restated Gogo Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.402 to Form 10-Q filed on November 3, 2022 (File No.

2024 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 6, 2024 (File No.

Form of Restricted Stock Unit Agreement for Gogo 2024 Omnibus Equity Incentive Plan

2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 6, 2024 (File No.

Annual Incentive Plan (as amended as of April 14, 2016) (incorporated by reference to Exhibit 10.4.10 to Form 10-Q filed on August 4, 2016 (File No.

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2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10.3 to Form 10-K filed on March 14, 2014 (File No.

Director Compensation Policy, effective July 1, 2019 (incorporated by reference to Exhibit 10.9.4 to Form 10-K filed on March 13, 2020 (File No.

Form of Director Deferred Share Unit Agreement for Gogo Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to Form 10-Q filed on August 5, 2021 (File No.

Form of Director Stock Option Agreement for Amended and Restated Gogo Inc.

2016 Omnibus Incentive Plan (effective April 29, 2020) (incorporated by reference to Exhibit 10.9.1 to Form 10-Q filed on August 10, 2020 (File No.

Amendment to Non-Employee Director Stock Option Agreements for Amended and Restated Gogo Inc.

2016 Omnibus Incentive Plan granted before April 29, 2020 (effective April 29, 2020) (incorporated by reference to Exhibit 10.9.2 to Form 10-Q filed on August 10, 2020 (File No.

Amendment to Non-Employee Director Options and Deferred Stock Units for 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to Form 10-Q filed on August 5, 2021 (File No.

Form of Director Deferred Share Unit Agreement for 2024 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on August 7, 2024 (File No.

Credit Agreement, dated as of April 30, 2021, among Gogo Inc., Gogo Intermediate Holdings LLC, the lenders and issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 3, 2021 (File No.

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First Amendment to Credit Agreement, dated as of February 2, 2023, among Gogo Inc., Gogo Intermediate Holdings LLC and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.9.4 to Form 10-K filed on February 28, 2023 (File No.

Second Amendment to Credit Agreement, dated as of December 3, 2024, among Gogo Inc., Gogo Intermediate Holdings LLC, the guarantors party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 9, 2024 (File No.

Credit Agreement, dated as of December 3, 2024, among Gogo Inc.

Gogo Intermediate Holdings LLC, HPS Investment Partners, LLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Form 8-K filed on December 9, 2024 (File No.

Lock-Up Agreement, dated as of December 3, 2024 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on December 9, 2024 (File No.

Restricted Stock Unit Agreement (Inducement), dated as of March 14, 2025, by and between the Company and Christopher Moore (incorporated by reference to Exhibit 99.1 to Form S-8 filed on March 14, 2025 (File No.

Restricted Stock Unit Agreement (Inducement), dated as of March 14, 2025, by and between the Company and Zachary Cotner (incorporated by reference to Exhibit 99.2 to Form S-8 filed on March 14, 2025 (File No.

Insider Trading Policy

List of Subsidiaries

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy Relating to Recovery of Erroneously Awarded Compensation

Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 4.3 to Form 10-K filed on February 28, 2024 (File No.

Inline XBRL Instance Document

7 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Gogo Inc.

(the registrant) has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2024.

/s/ Oakleigh Thorne

Oakleigh Thorne

Chief Executive Officer and Chair of the Board

(the registrant) has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 14, 2025.

/s/ Christopher Moore

Christopher Moore

Chief Executive Officer and Director

(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jessica G.

Betjemann and Crystal L.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Zachary Cotner and Crystal L.

Gordon, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

3 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of Gogo Inc.

and in the capacities indicated, on February 28, 2024.

/s/ Oakleigh Thorne

Chief Executive Officer and Chair of the Board

Oakleigh Thorne

and in the capacities indicated, on March 14, 2025.

/s/ Christopher Moore

Chief Executive Officer and Director

Christopher Moore

(Principal Executive Officer)

/s/ Jessica G.

/s/ Zachary Cotner

Executive Vice President and Chief Financial Officer

Zachary Cotner

(Principal Financial Officer)

9 unchanged sentences

Lead Independent Director

/s/ Monte J.M.

/s/ Michele Coleman Mayes

2 unchanged sentences

Christopher D.

/s/ Oakleigh Thorne

Executive Chair of the Board

Oakleigh Thorne

/s/ Charles C.

1 unchanged sentence

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 9A. Controls and Procedures