What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-03-14 · 102 added, 99 removed, 274 unchanged (42% of the section changed)

Company Overview

(“Gogo”, the “Company”, “we” or “us”) is the only multi-orbit, multi-band in-flight connectivity provider offering connectivity technology purpose-built for business and military/government aviation.

We have a holistic approach of providing broadband connectivity services to our customers from small to large aircraft and heavy jets through our air-to-ground (“ATG”) technology and integrated low earth orbit (“LEO”) and geostationary earth orbit (“GEO”) satellite solutions provided by multiple satellite constellations owned by our satellite network partners.

We aim to deliver to our customers 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 to fit their every need.

By leveraging our multi-orbit, multi-band in-flight connectivity solutions, our global footprint, including a mature sales force and technical support, we can provide our customers with essential market access, speed, bandwidth, greater reliability, redundancy, and responsiveness that they need around the world.

Our connectivity solutions are used by business and military/government aviation customers in over 100 countries, many of which view our products and services as critical to their daily operations and integral to their communications and business infrastructure.

We also serve our growing military/government customer base by providing cost-effective, turnkey in-flight connectivity that integrates innovative, commercially proven technologies and software to deliver mission-tailored capabilities.

We believe that, with our innovative solutions and tailored customer service, we are well-positioned to compete in the evolving in-flight connectivity market, which is undergoing significant change driven by several catalysts.

The most significant technological advancement that is 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 currently 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.

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.

Our business strategy is to be a global satellite network integrator and facilitator by developing innovative technological and business solutions addressing the specific needs of our business and military/government customers – making connectivity accessible, available, and secure worldwide.

Our technological expertise and deep understanding of the in-flight connectivity market, built over decades of leadership in our industry, places us in a prime position for continued growth over the coming decade.

The following are the primary solutions that enable us to pursue our strategy:

• 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.

Gogo Galileo uses 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 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.

We believe that Gogo Galileo, in combination with or as an alternative to our ATG and GEO services, will allow us to penetrate 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 markets outside of North America, where there has been a lower adoption rate of in-flight connectivity.

The launch of Gogo Galileo augments our combined product and service offerings for ATG broadband, GEO broadband, and narrowband satellite services, as described below.

• ATG Broadband Service :

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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 continue to augment our ATG broadband connectivity services through the addition of our fourth ATG broadband network (Gogo 5G), which we launched 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.

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• 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.

We partner with industry satellite network operators to deliver GEO Ku- and Ka-band services.

(“SES”) and Viasat, Inc.

• Narrowband Satellite Services :

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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.

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 customers, 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.

Across both 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 AVANCE platforms, Gogo Galileo, Plane Simple®, Satcom Direct Router (“SDR”), SD PRO®, 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 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.

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

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

We have 170 cell sites that comprise our 5G terrestrial network in the lower 48 states to support Gogo 5G.

We also manage a network operating center and data center in Melbourne, Florida along with licensed data sites strategically placed around the world to support our global customer base.

Customer Support .

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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, 2025, our market was comprised of approximately 27,000 business aircraft in North

America, of which approximately 30% have broadband connectivity, and approximately 15,000 business aircraft in the rest of the world, of which approximately 7% have broadband connectivity.

As of December 31, 2025, we had approximately 8,050 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.

Our top ten customers accounted for approximately 29% of our 2025 service revenue (excluding service revenue earned under a network sharing agreement with Intelsat Jackson Holdings S.A.

(acquired by SES), and no customer accounted for more than 10% of our revenue in 2025.

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.

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 and EASA as Maintenance and Repair Organizations.

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

Our customers also include fractional jet operators such as Avcon Jet, Lux Aviation, NetJets, and VistaJet, 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.

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

Our military/government team 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.

federal government, other members of the North American Treaty Organization, and foreign heads of state.

Many of our military/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.

Our military/government contracts usually require performance over a period of several months to multiple years.

Our long-term contracts may be impacted based on when government appropriated funds are available and to what level, which may result in a delay, reduction or termination of these contracts.

Our eligibility to perform under our military/government contracts requires us to maintain adequate security measures.

We have implemented security procedures that we believe adequately satisfy the requirements of our federal government contracts.

We believe that growth in our military/government customer base will be driven in the coming years by increasing reliance on satellite connectivity for military operations, continued increases in demand for resilient and redundant communications, and growing demand for digitization of military infrastructure.

Competitive Differentiators

We believe Gogo is uniquely positioned to thrive in this dynamic industry environment, due in part to the competitive differentiators described below:

We believe Gogo is uniquely positioned to action on our business aviation and military/government customers’ needs for fast, resilient, redundant and global connectivity, due in part to the competitive differentiators described below:

Our Product Platform .

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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.

For example, our AVANCE and SDR platforms are software-centric and designed to be fungible because both platforms include hardware built with common components that operate on a single operating system across multiple devices.

Our Distribution Relationships .

We believe that our distribution network is unmatched in our industry.

We believe that our distribution network, which sells our products and services to business aviation and military/government customers, is unmatched in our industry.

Our distribution partners include every OEM of business aviation aircraft and a global aftermarket network of approximately 150 dealers with approximately 240 locations, many of whom we have worked with for decades.

We have established trusted relationships with our distribution partners and a proven track record of generating revenues and profits for them, and they have trust and confidence in our ability to continue to do so.

Of these distributors, approximately six sell primarily to global military/government customers.

We provide our distributors with support services, including assistance with coordinating end user sales and marketing, strategic planning and training, and second-tier customer support, as well as helping them market our products and services and respond to new business opportunities.

As a result, we have trusted relationships with our distribution partners and a proven track record of generating revenues and profits for them, and they have trust and confidence in our ability to continue to do so.

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 .

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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.

In addition, we leverage our nimble business aviation products and services to meet the demands

and requirements of many of our military/government customers’ needs without expending additional resources and time creating specific military/government solutions.

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

Our Innovative Culture .

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.

As of February 1, 2026, we held approximately 587 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 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.

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

With respect to the provisioning of our services to the business aviation and military/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, 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 to military/government customers.

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

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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.

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.

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 Supplemental Type Certificate (“STC”) approving the design of the modified aircraft type.

The dealers and Original Equipment Manufacturers (“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.

Separate STCs typically are required for different configurations of the same aircraft type, such as when they are configured differently for different owners and operators.

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However, since a final rule on IFE has not yet been issued, it is unclear how, if at all, it may impact Gogo.

According to the Agency Rule List – Fall 2024 posted by the Office of Information and Regulatory Affairs, Office of Management and Budget, the rulemaking about accessible IFE is a long-term action.

According to the Agency Rule List – Spring 2025 posted by the Office of Information and Regulatory Affairs, Office of Management and Budget, the rulemaking about accessible IFE is a long-term action.

Federal Communications Commission

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

Although those rules remain in effect, in November 2025, the FCC issued a notice of proposed rulemaking seeking comment on eliminating and revising its broadband labeling requirements.

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;

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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.

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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.

Renewal applications for both ATG licenses must be filed by October 31, 2026.

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

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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.

The FCC issued a notice of proposed rulemaking in 2025 seeking comment on rule changes that largely aligned with Gogo’s proposals.

The FCC can now move forward with adopting the proposed rule changes.

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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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.

To mitigate national security risks posed by foreign adversaries, over the past year, the FCC has updated or proposed new equipment authorization rules to strengthen restrictions on covered equipment and expand compliance obligations across the communications supply chain.

This has included additions to its list of covered communications equipment or services deemed to pose a national security risk.

We continue to monitor these developments and assess for impacts on our business.

Government Contracts

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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.

We are also subject to a variety of acquisition regulations that govern 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.

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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.

Government contractor, we recognize our obligations under various Executive Orders regarding cybersecurity, which mandate 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.

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The FTC has brought enforcement actions under the FTC Act against companies that among other things:

(1) collect, use, share or retain personal information in a way that is inconsistent with the representations, commitments, and promises that they make in their privacy policies and other public statements;

(1) collect, use, share or retain personal information in a way that is inconsistent with the

representations, commitments, and promises that they make in their privacy policies and other public statements;

(2) have privacy policies that do not adequately inform consumers about the Company’s actual practices;

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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”), 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.

For example, the California Consumer Privacy Act (“CCPA”), 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 or the sharing of personal information for targeted advertising purposes, and the right to request 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.

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.

New regulations under the CCPA requiring risk assessments and cybersecurity audits and regulating the use of automated decision-making technology were finalized in 2025 and took effect in January 2026, with staggered future deadlines for some provisions.

Nearly two dozen state privacy laws have come into effect since 2020.

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.

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.

The General Data Protection Regulation (“GDPR”) of the European Union (“EU”) has imposed more restrictive privacy-related requirements for entities outside the EU that (i) have an establishment in the EU, (ii) offer goods or services targeted at European data subjects, or (iii) monitor the behavior of 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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For example, Switzerland, the United Kingdom and the member states of the EU impose restrictions on transferring such data to countries, including the U.S., that they do not deem to offer a similar standard of protection as they require.

Certain mechanisms apply under Swiss, United Kingdom and EU member state laws that permit the cross-border transfer of personal information to countries that are not deemed adequate, such as the United States.

Additionally, on July 16, 2020, the European Court of Justice (the highest EU court) ruled the EU-US privacy shield to be an invalid data transfer mechanism, confirmed that the Model Standard Contractual Clauses (“SCCs”) remain valid, and left unaddressed some issues regarding supplementary measures that may need to be taken to support transfers.

On September 27, 2021, new versions of the SCCs went into effect.

EU data protection authorities are developing their perspectives on the supplementary measures that may be needed when relying on the SCCs.

Certain mechanisms apply under Swiss, United Kingdom and EU member state laws, such as Binding Corporate Rules (“BCRs”) and Standard Contractual Clauses (“SCCs”), that permit the cross-border transfer of personal information to countries that are not deemed adequate, if implemented alongside certain safeguards including transfer impact assessments.

EU data protection authorities continue to refine their perspectives on the supplementary measures that may be needed when relying on the SCCs.

Depending on the supplementary measures that may need to be taken to support transfers and implement the SCC, our ability to lawfully transfer personally identifiable information out of relevant jurisdictions to the United States or other jurisdictions may be impacted.

Other countries, such as Australia, Brazil, China, India and Russia have also implemented, amended or been considering legislation regarding data protection, data security, breach notification and data transfers/localization.

China, in particular, has adopted new requirements for data transfers outside of China.

For instance, China has adopted new requirements for data transfers outside of China and India recently finalized its Digital Personal Data Protection Act regulations.

Such laws may affect our business and, should any additional laws be enacted in countries in which we do business, those laws may also affect our business.

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however, we are not currently aware of any states that impose billing requirements on ATG services.

In July 2025, the FCC announced it was reviewing its Truth in Billing rules and sought comment on whether the rules remain necessary to protect consumers and whether updates are warranted.

We are monitoring for potential updates to these rules any impacts on our obligations.

The Communications Assistance for Law Enforcement Act, (“CALEA”), requires covered service providers to build certain law enforcement surveillance assistance capabilities into their communications networks or equipment and to maintain CALEA-related system security policies and procedures.

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FCC Reimbursement Program

In July 2022, the Company was notified that it was approved for participation in the FCC Reimbursement Program, designed to reimburse providers of advanced communications services for reasonable costs incurred in the required removal, replacement, and disposal of covered communications equipment or services, that have been deemed to pose a national security risk, from their networks.

In July 2022, the Company was notified that it was approved for participation in the FCC Supply Chain Reimbursement Program (“FCC Reimbursement Program”), a program designed by the FCC at the direction of Congress to reimburse providers of advanced communications services for reasonable costs incurred in the required removal, replacement, and disposal of covered communications equipment or services from their networks that have been deemed to pose a national security risk.

Pursuant to the FCC Reimbursement Program, the FCC approved up to approximately $334 million in reimbursements to the Company to cover documented and approved costs to (i) remove and securely destroy all ZTE communications equipment and services in the Company’s terrestrial U.S.

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 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.

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

In December 2024, the Fiscal Year 2025 National Defense Authorization Act (“FY 2025 NDAA”) was signed into law, authorizing 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.

Since then, the FCC has allocated the remaining funding to the Company up to its fully approved amount of approximately $334 million.

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

The Company complied with the requirement to submit a reimbursement request prior to July 15, 2023 and received its first disbursement of funds on July 21, 2023, starting a one-year deadline to complete the removal, replacement and disposal of covered equipment, by July 21, 2024.

The Company complied with the requirement to submit a reimbursement request prior to the initial July 2023 deadline and received its first disbursement of funds in July 2023, setting an initial one-year deadline to complete the removal, replacement and disposal of covered equipment.

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 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.

Due to a number of factors, including supply chain disruptions (e.g., manufacturing and testing delays for specialized equipment), 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 2024 deadline, and has sought and been granted two extensions.

On May 8, 2025, the FCC established a new program-wide completion deadline of May 8, 2026, for all Priority 1 participants, which includes the Company.

The Company expects to require additional extensions past that date.

As of February 1, 2026, the Company has filed approximately $98.4 million in claims and received approximately $97.8 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 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.

As of February 1, 2026, we held at least 169 U.S.

patents expiring on dates ranging from October 2026 to November 2043, and at least 418 foreign patents expiring on dates ranging from June 2026 to September 2047.

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,” 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.

Our registered trademarks in the United States and certain other countries include, among others, “Gogo,” “Gogo 5G,” “Gogo Galileo,” “Gogo Biz,” “Gogo Vision,” “Satcom Direct,” “SD Government,” “SD Pro,” “FlightDeck Freedom” and “Plane Simple,” although we may not maintain all marks and 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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Among the most material of our technology-related agreements are those for modems, base stations and antennas.

Our agreements for modems, base stations and antennas do not renew automatically and thus require periodic renegotiation.

Our agreements for modems, base stations and antennas do not renew automatically

and thus require periodic renegotiation.

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

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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:

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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.

To aid this effort, our initiatives include raising awareness of unconscious bias and investing in and expanding our engagement with students at colleges and universities.

The efforts outlined above are supported by our dedicated human resources team and led by our Chief Administrative 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, 2025, we employed approximately 680 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.

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is a holding company that does business through its subsidiaries.

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 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.satcomdirect.com.

Our primary website addresses are www.gogoair.com and https://sdgov.gogoair.com .

Available Information

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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