What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-03-14 · 266 added, 279 removed, 578 unchanged (49% of the section changed)

13 unchanged sentences

We have in the past, and may in the future, experience periods of reduced usage of our services by our customers, which could adversely impact our results of operations and profitability.

Our development contracts may be difficult for us to comply with and may expose us to third-party claims for damages, and we may experience losses from fixed-price contracts.

As a result of the Satcom Direct acquisition, within our military/government operation, we are party to certain government contracts involving the development of new products.

These contracts typically contain strict performance obligations and project milestones.

We cannot assure you we will comply with these performance obligations or meet these project milestones in the future.

If we are unable to comply with these performance obligations or meet these milestones, our customers may terminate these contracts and, under some circumstances, recover damages or other penalties from us.

We cannot assure you that the other parties to any such contract will not terminate the contract or seek damages from us.

If other parties elect to terminate their contracts or seek damages from us, it could materially harm our business.

A substantial majority of revenue in our military/government operation is expected to be derived from contracts with fixed prices.

These contracts carry the risk of potential cost overruns because we assume all of the cost burden.

We assume greater financial risk on fixed-price contracts than on other types of contracts because if we do not anticipate technical problems, estimate costs accurately or control costs during performance of a fixed-price contract, it may significantly reduce our net profit or cause a loss on the contract.

Because many of these contracts involve new technologies and applications and can last for years, unforeseen events, such as technological difficulties, fluctuations in the price of raw materials, a significant increase in or a sustained period of increased inflation, problems with our suppliers, and cost overruns, can result in the contractual price becoming less favorable or even unprofitable to us over time (which, especially in the case of sharp increases in or significant sustained inflation, could happen quickly and have long-lasting impacts).

Furthermore, if we do not meet contract deadlines or specifications, we may need to renegotiate contracts on less favorable terms, be forced to pay penalties or liquidated damages or suffer major losses if the customer exercises its right to terminate.

Although we attempt to accurately estimate costs for fixed-price contracts, we cannot assure you our estimates will be adequate or that substantial losses on fixed-price contracts will not occur in the future.

If we are unable to address any of the risks described above, it could materially harm our business, financial condition and results of operations.

We are reliant on our key OEMs and dealers for equipment sales.

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Almost all of our contracts with OEMs and dealers are terminable at will by either party on short notice.

If one or more key OEMs or dealers terminates its relationship with us for any reason or our contract

expires and is not renewed, our business and results of operations may be materially and adversely affected.

If one or more key OEMs or dealers terminates its relationship with us for any reason or our contract expires and is not renewed, our business and results of operations may be materially and adversely affected.

In addition, pursuant to many of our contracts with our OEM distribution partners, we have agreed to deliver equipment and/or services, including equipment and services not yet in production, for a fixed price and, accordingly, take the risk of any cost overruns or delays in the completion of the design and manufacturing of the product.

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Cancellations, reductions or delays by OEMs and dealers may have a material adverse effect on our business, financial condition and results of operations.

Some of our dealers are experiencing continuing issues with labor shortages, which has impacted their ability to install our equipment, leading to a longer period of time between shipment and activation of our equipment.

If our dealers are unable to eliminate or mitigate these labor shortages, our business, financial condition and results of operations may be materially adversely affected.

Our distribution partners may be materially adversely impacted by economic downturns and market disruptions.

See “— Adverse economic conditions, including economic slowdowns, may have a material adverse effect on our business .” In anticipation of changing economic conditions, OEMs in particular may be more conservative in their production, which may reduce our market opportunities.

See “— Adverse economic conditions, including economic slowdowns, and geopolitical instability may have a material adverse effect on our business .” In anticipation of changing economic conditions, OEMs in particular may be more conservative in their production, which may reduce our market opportunities.

Further, unfavorable market conditions could cause one or more of our OEMs or dealers to file for bankruptcy, which may have a material adverse effect on our business, financial condition and results of operations.

We depend upon third party satellite networks providers, which are single-source providers, for our satellite services.

Our satellite services business relies on the satellites of third parties.

For example, we launched Gogo Galileo using Eutelsat OneWeb as our sole LEO satellite network provider.

Our satellite service revenue relies on the satellites of third parties.

These satellites utilize highly complex technology, operate in the harsh environment of space and are subject to significant operational risks while in orbit.

Risks include malfunctions (commonly referred to as anomalies), such as malfunctions in the deployment of subsystems and/or components, interference from electrostatic storms, and collisions with meteoroids, decommissioned spacecraft or other space debris.

Risks include malfunctions (commonly

referred to as anomalies), such as malfunctions in the deployment of subsystems and/or components, interference from electrostatic storms, and collisions with meteoroids, decommissioned spacecraft or other space debris.

Anomalies can occur due to various factors, including satellite manufacturer error, problems with the power or control sub-system of a satellite or general failures caused by the harsh space environment.

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Failures by, or degradations of the satellite performance of, our satellite network providers could affect our business, financial condition and results of operations.

We depend upon third parties, many of which are single-source providers, to manufacture equipment components, provide services for our network, and install and maintain our equipment.

We rely on third-party suppliers for equipment components and services that we use to provide our services.

Our suppliers range in size and scale from large to small and may have differing levels of access to capital and going concern profiles.

Many suppliers of critical components of our equipment are single-source providers.

Components for which we rely on single-source suppliers include, among others, the antennas, routers and modems for all systems, the equipment used at our ATG cell site base stations and the HDX and FDX Terminals for our Gogo Galileo network.

If we are required for any reason (including expiration of the contract, termination by one party for material breach or other termination events) to find one or more alternative suppliers, we estimate that the replacement process could take up to two years depending upon the component or service, and we may not be able to contract with such alternative suppliers on a timely basis, on commercially reasonable terms, or at all.

Finding and contracting with suppliers of some components may be delayed or made more difficult by current suppliers’ ownership of key intellectual property that requires alternative suppliers to either obtain rights to such intellectual property or develop new designs that do not infringe on such intellectual property.

In addition, many of our components, such as the equipment used in our base stations, are highly integrated with other system components, which may further lengthen the time required for an alternative supplier to deliver a component or service that meets our system requirements.

We also rely on third parties to provide the links between our data centers and our ground network.

If we are not able to continue to engage suppliers with the capabilities or capacities required by our business, or if such suppliers fail to deliver quality products, parts, equipment and services in sufficient quantities or on a timely basis consistent with our inventory needs and production schedule, our business, financial condition and results of operations may be materially adversely affected.

The supply of third-party components and services could be interrupted or halted by a termination of our relationships, a failure of quality control or other operational problems at such suppliers or a significant decline in their financial condition.

If we are not able to continue to engage suppliers with the capabilities or capacities required by our business, or if such suppliers fail to deliver quality products, parts, equipment and services on a timely basis consistent with our schedule, our business, financial condition and results of operations may be materially adversely affected.

Competition could result in price reduction, reduced revenue and loss of market position and could harm our results of operations.

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We compete against both equipment providers and GEO- and LEO-satellite based telecommunications service providers, as well as resellers of the above, to the business aviation market and military/government market.

Business—Company Overview and Strategy—Competition.” Some of our current or potential future competitors are, or could potentially be, larger, more diversified corporations and have greater financial, marketing, production and research and development resources, stronger customer relationships, more experience with regulatory compliance, and with militaries and governments, and/or access to technologies not available to us.

As a result, they may be better able to withstand pricing pressures and the effects of periodic economic downturns.

See “ Item 1.

Business—Company Overview—Competition .” Some of our current or potential future competitors are, or could potentially be, larger, more diversified corporations and have greater financial, marketing, production, and research and development resources, stronger customer relationships, more experience with regulatory compliance, and with militaries and governments, and/or access to technologies not available to us.

As a result, they may be, and have in some instances been, better able to withstand pricing pressures and the effects of periodic economic downturns, as well as win new contracts with our existing customers or prospective customers.

Some of our current or future competitors may offer a broader product line to customers.

In addition, some of our current or future competitors have developed or may develop satellite direct-to-user capabilities.

Our business and results of operations may be materially adversely affected if our competitors develop equipment or services that are superior to our equipment and services, develop equipment or services that are priced more competitively than our equipment and services, develop methods of more efficiently and effectively providing equipment and services, or adapt more quickly than we do to new technologies or evolving customer requirements.

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Any failure to deliver and maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could adversely affect our reputation, business, results of operations and financial condition.

We depend upon third parties, many of which are single-source providers, to manufacture equipment components, provide services for our network, and install and maintain our equipment.

We rely on third-party suppliers for equipment components and services that we use to provide our services.

Our suppliers range in size and scale from large to small and may have differing levels of access to capital and going concern profiles.

Many suppliers of critical components of our equipment are single-source providers.

Components for which we rely on single-source suppliers include, among others, the antennas and modems for all systems, the equipment used at our ATG cell site base stations and the HDX Terminal for our Gogo Galileo network.

We also rely on third parties to provide the links between our data centers and our ground network.

If we are not able to continue to engage suppliers with the capabilities or capacities required by our business, or if such suppliers fail to deliver quality products, parts, equipment and services on a timely basis consistent with our schedule, our business, financial condition and results of operations may be materially adversely affected.

Our development contracts may be difficult for us to comply with and may expose us to third-party claims for damages, and we may experience losses from fixed-price contracts.

Within our military/government operation, we are party to certain government contracts involving the development of new products.

These contracts typically contain strict performance obligations and project milestones.

We cannot assure you we will comply with these performance obligations or meet these project milestones in the future.

We cannot assure you that the other parties to any such contract will not terminate the contract or seek damages from us.

If other parties elect to terminate their contracts or seek damages from us, it could materially harm our business.

A substantial majority of revenue in our military/government operation is expected to be derived from contracts with fixed prices.

These contracts carry the risk of potential cost overruns because we assume all of the cost burden.

If we are unable to address any of the risks described above, it could materially harm our business, financial condition and results of operations.

Our participation in U.S.

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Changes in procurement practices, including those favoring incentive-based fee arrangements, fixed price development or long-term production programs, different award criteria, non-traditional contract provisions, and contract negotiation offers that indicate what our costs should be, have affected and may in the future affect our profitability and predictability.

Additionally, in the last year, the U.S.

government has increased the cybersecurity requirements that contractors must comply with, and these requirements are likely to intensify in the upcoming years.

The technology, policies, and personnel required to comply with such requirements may be expensive and difficult to deploy.

As regulatory requirements increase, the risk of material non-compliance also increases.

Finally, we are subject to the risk of changes in governmental procurement legislation and regulations and other policies, which may reflect military and political developments.

For more information, see “— As a U.S.

government contractor in our military/government operation, we could be adversely affected by changes in various procurement and other laws and regulations applicable to our industry or any negative findings by the U.S.

government contractor to our military/government customers, we could be adversely affected by changes in various procurement and other laws and regulations applicable to our industry or any negative findings by the U.S.

government as to our compliance with them, as well as by changes in our customers’ business practices globally .”

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Satellites have a finite useful life, and their actual operational life may be shorter than their mission life .

Our ability to earn revenues from our satellite services depends on the continued operation of the satellite networks by our third-party vendors.

Our ability to earn revenues from our satellite services depends on the continued operation of the satellite networks provided by our third-party vendors.

Each satellite has a limited useful life, referred to as its mission life.

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Global supply chain challenges and logistics issues as well as increasing inflation have had, and may continue to have, an adverse effect on our business, financial condition and results of operations.

Inflation, changes in trade policies, the imposition of duties and tariffs (including the recently announced tariffs on imports from Canada, Mexico, and China), potential retaliatory countermeasures, public health crises and geopolitical conflicts continue to adversely impact the availability and price of electronic components.

Inflation, border closings, public health crises, geopolitical conflicts and proposals for, the enactment of, or increases in, tariff and other trade protection measures by the United States (including the “reciprocal” tariffs on imports from Canada, Mexico, and China) continue to adversely impact the availability and price of electronic components.

Additionally, the surging buildout of artificial intelligence-related computing infrastructure has impacted and may continue to impact the availability and pricing of electronic components necessary for our business including, without limitation, semiconductor memory and storage products, e.g., dynamic random access memory (“DRAM”) and NAND flash memory.

As a result, we have experienced longer lead times and encountered delays in obtaining electronic components, and we expect longer lead times and delays to continue.

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• limited or insufficient intellectual property protection or difficulties enforcing our intellectual property;

• political instability, social unrest, terrorist activities, acts of civil or international hostility, such as the ongoing conflict between Russia and Ukraine, the ongoing conflict in the wider Middle East and tensions in the South China Sea, natural disasters and regional or global outbreaks of contagious diseases;

• political instability, social unrest, terrorist activities, acts of civil or international hostility (as further discussed in “— Adverse economic conditions, including economic slowdowns, and geopolitical instability may have a material adverse effect on our business” );

• natural disasters and regional or global outbreaks of contagious diseases;

• restrictions on the ability of U.S.

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As we expand geographically and otherwise, we may experience difficulties in maintaining our corporate culture, and our business, results of operations and financial condition could be adversely affected.

We believe that our corporate culture has been a critical component of our success, and have invested substantial time and resources in building this culture.

As we further expand our business and grow internationally, we may find it difficult to maintain our corporate culture.

For instance, we recently acquired Satcom Direct’s business and employees and we will be required to make certain changes to create a unified culture for the combined organization.

We believe that our corporate culture has been a critical component of our success, and have invested substantial time and resources in building and adapting this culture.

As we further expand our business and grow internationally, including due to the integration of Satcom Direct and the onboarding of new management, we have made significant efforts to create a unified culture for our organization and ensure a smooth transition culturally, and may in the future find it difficult to maintain such culture.

Any failure to manage organizational changes from our expansion, including in our management or employee base, in a manner that preserves the key aspects of our culture could be detrimental to our future success, including by limiting our ability to recruit and retain personnel and to effectively pursue our corporate objectives.

For example, we are dedicated to having every employee feel like they have a home at our Company, and our expansion may hinder these efforts.

This, in turn, could adversely affect our business, results of operations and financial condition.

In addition, expansion could lead to our organizational structure becoming more complex, and could strain our ability to maintain reliable service levels for our customers (both existing customers of the Company and new customers acquired as a result of Satcom Direct’s business).

In addition, expansion could lead to our organizational structure becoming more complex, and could strain our ability to maintain reliable service levels for our customers.

If we fail to achieve the necessary level of efficiency in our organization as we grow, then our business, results of operations and financial condition could be adversely affected.

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Any failure to recruit, train and retain highly skilled employees may have a material adverse effect on our business.

As artificial intelligence (“AI”) evolves and to the extent that we use it more in our business, we may also need to train our employees to use AI effectively and/or realign certain employee roles.

As such, any related transition may be difficult, weaken employee morale and retention, and/or impair our competitiveness.

We depend on the continued service and performance of our key personnel.

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We do not maintain key man insurance on any of our officers or key employees.

We may also face challenges in connection with designing and executing on succession plans regarding members of senior management, and these

challenges may be compounded given the highly specialized nature of our business.

In addition, much of our key technology and systems is custom-made for our business by our personnel.

The loss of key personnel, including key members of our management team, could disrupt our operations and may have a material adverse effect on our business.

See “— The changes in executive management that occurred as part of the acquisition of Satcom Direct could disrupt our operations and may have a material adverse effect on our business.

Pandemics or other outbreaks of contagious diseases and the measures implemented to combat them have had, and may continue to have, a material adverse effect on our business.

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See, for example, “— Global supply chain challenges and logistics issues as well as increasing inflation have had, and may continue to have, an adverse effect on our business, financial condition and results of operations .”

Adverse economic conditions, including economic slowdowns, may have a material adverse effect on our business.

Adverse economic conditions, including economic slowdowns, and geopolitical instability may have a material adverse effect on our business.

We cannot predict the nature, extent, timing or likelihood of any economic slowdown or the strength or sustainability of any economic recovery, worldwide, in the United States or in the aviation industry.

Negative conditions in the general economy both in the United States and globally, including conditions resulting from changes in gross domestic product growth, declines in consumer confidence, labor shortages, inflationary pressures, rising interest rates, changes in government and election results in the United States and other jurisdictions in which we operate and financial and credit market fluctuations could cause a decrease in business investments, including spending on air travel and otherwise, and could materially and adversely affect the growth of our business.

economy has experienced a significant inflationary effect during the last several years from, among other things, supply chain disruptions and governmental stimulus or fiscal policies adopted in response to the COVID-19 pandemic and the war in Ukraine.

economy has experienced a significant inflationary effect during the last several years from, among other things, supply chain disruptions.

While we cannot predict any future trends in the rate of inflation, there is currently significant uncertainty in the near-term economic outlook.

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Additionally, we may be unable to raise our prices for our equipment and services in amounts equal to the rate of inflation, which may negatively impact our operating results and business.

In addition, geopolitical risks, including those arising from political turmoil, trade tension and/or the imposition of trade tariffs, terrorist activity and acts of civil or international hostility, are increasing.

For instance, the ongoing military conflict between Russia and Ukraine has had negative impacts on the global economy, including by contributing to rapidly rising costs of living (driven largely by higher energy prices) in Europe and created uncertainty in the global capital markets and is expected to have further global economic consequences, including disruptions of energy markets.

Further, other events outside of our control, including natural disasters, climate change-related events and regional or global outbreaks of contagious diseases may arise from time to time and be accompanied by governmental actions that may increase international tension.

In addition, geopolitical risks, including those arising from political turmoil, terrorist activity and acts of civil or international hostility, are increasing.

For instance, the ongoing military conflict between Russia and Ukraine has had negative impacts on the global economy, capital markets, supply chains, and energy markets.

Furthermore, ongoing geopolitical instability in Latin America, Arctic regions, the South China Sea, and the Middle East, or the perception of such instability, may have similar negative impacts on the business environment.

In addition, other events outside of our control, including natural disasters, climate change-related events and regional or global outbreaks of contagious diseases may arise from time to time and be accompanied by governmental actions that may increase international tension.

Any such events and responses, including regulatory developments, may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chains), loss of life and property damage, and may materially and adversely affect the global economy or capital markets, as well as our business and results of operations.

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It is possible that there will be changes in our business, our performance, our industry or otherwise that cause actual results to differ materially from this estimate.

If those changes result in significant and sustained reductions in our pre-tax income or utilization of existing tax carryforwards in future periods, additional valuation allowances may have to be recorded, which could have a material adverse impact on earnings and/or other comprehensive income.

Attention to climate change, conservation measures, and other ESG matters may adversely impact our business.

Concern over climate change, including the impact of global warming, has in recent years led to significant U.S.

and international legislative and regulatory efforts to limit greenhouse gas (“GHG”) emissions.

See “ — We may be affected by global climate change or by legal and regulatory responses to such change.

” Increased awareness and any adverse publicity in the global marketplace about the GHGs emitted by companies in the airline and transportation industries could harm our reputation and reduce customer demand for our services.

If those changes result in significant and sustained reductions

in our pre-tax income or utilization of existing tax carryforwards in future periods, additional valuation allowances may have to be recorded, which could have a material adverse impact on earnings and/or other comprehensive income.

We may be adversely affected by global climate change and other sustainability-related matters.

While the long-term effects of climate change on the global economy and the aviation industry in particular are unclear, we recognize that there are inherent climate-related risks wherever business is conducted.

Any of our locations may be vulnerable to the adverse effects of climate change.

For example, Colorado, where our corporate headquarters is located, has historically experienced, and is projected to continue to experience, physical climate change risks, including drought, flooding and wildfires.

In addition, natural disasters could damage or destroy our networks, towers and data centers.

Climate-related events, including the increasing frequency of extreme weather events and their impact on critical infrastructure in the United States and elsewhere, have the potential to disrupt our business, our third-party service providers or partners, and/or the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain and resume operations.

Additionally, concern over climate change, including the impact of global warming and greenhouse gas (“GHG”) emissions emitted by companies in the airline and transportation industries, has led to certain adverse publicity that could harm our reputation and reduce customer demand for our services.

Environmental activists and organizations have recently promoted the idea of “flight shaming,” or advocating that consumers reduce their use of private jets and commercial air travel in favor of more environmentally sustainable modes of transportation such as boats, trains and buses.

To the extent that our customers reduce their use of air travel in response to new environmental regulation or changes in public perception about the impact of air travel on climate change, our customers may reduce their usage of our services and, as a result, our business prospects, financial condition and results of operations may be materially adversely affected.

In addition, other stakeholders, including shareholders, customers, employees, regulators and suppliers, have also been focused on ESG matters.

In addition to the changing rules and regulations related to ESG matters imposed by governmental and self-regulatory organizations, especially in European jurisdictions, a variety of third-party organizations, institutional investors and customers evaluate the performance of companies on ESG topics, and the results of these assessments are widely publicized.

These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.

Reduced access to or increased cost of capital may occur as financial institutions and investors increase expectations related to ESG matters.

Companies that do not adapt to or comply with investor or other stakeholder expectations and standards, or that are perceived to have not responded appropriately to concerns regarding ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and other adverse consequences.

In addition, in recent years, specifically in the United States, “anti-ESG” sentiment has gained momentum, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions, and the new U.S.

presidential administration having recently issued an executive order opposing diversity equity and inclusion (“DEI”) initiatives in the private sector and executive orders to pursue deregulation in environmental and climate-change-related topics.

Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in the Company facing additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm.

As a result, the regulatory landscape—and the resulting focus of various stakeholders on sustainability and other ESG matters—remains unclear.

Ongoing climate change has also recently resulted in certain U.S.

federal, state and local, as well as foreign and international, legislative and regulatory efforts to limit GHG emissions.

Increased regulation regarding GHG emissions, especially aircraft emissions, could impose substantial costs on us.

We may also incur additional expenses due to U.S.

and international regulators requiring additional disclosures regarding GHG emissions.

Relatedly, various stakeholders, including shareholders, customers, employees, and suppliers, have become increasingly focused on sustainability matters, with these stakeholders and/or third-party organizations, evaluating the performance of companies on sustainability topics and in some cases widely publicizing the results.

Satisfying these changing rules, regulations and expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention.

Companies that do not adapt to or comply with investor or other stakeholder expectations and standards, or that are perceived to have not responded appropriately to concerns regarding sustainability issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, increased cost of capital and other adverse consequences.

Finally, in recent years, specifically in the United States, “anti-ESG” sentiment has gained momentum, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions.

Such anti-sustainability policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in the Company facing additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm.

As a result, the regulatory landscape—and the resulting focus of various stakeholders on sustainability matters—remains unclear.

We may be unsuccessful at evaluating or pursuing strategic opportunities, which could adversely affect our revenue, financial condition and results of operation.

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There can also be no assurance that we will be able to negotiate any acquisition successfully, and once negotiated, receive the required approvals for any acquisition or otherwise conclude any acquisition successfully, or that any acquisition will achieve the anticipated synergies or other positive results.

In addition, to the extent we consummate acquisitions or other related transactions, these completed acquisitions may entail further risks, including:

In addition, to the extent we consummate acquisitions or other related transactions, we may also not be able to fully realize, or take significant time to realize, the anticipated benefits of acquired businesses.

For instance, while we have already recognized certain anticipated synergies from our Satcom Direct business, which we acquired in late 2024, we may not be able to achieve all anticipated synergies of its technology, personnel, geographical reach, financial condition or business generally.

Moreover, the full benefits of the acquisition may not be realized, including the cost savings or sales or growth opportunities that are expected.

Acquisitions, once completed, may also entail further risks, including:

unanticipated costs and liabilities of the acquired businesses, including environmental liabilities, that could materially adversely affect our results of operations;

increased regulatory compliance relating to the acquired business;

difficulties in assimilating acquired businesses, their personnel and their financial reporting systems, which would prevent the expected benefits from the transaction from being realized within the anticipated timeframe;

difficulties in assimilating and integrating acquired businesses, their personnel and their financial reporting systems, which would divert management attention and could prevent the expected benefits from the transaction from being realized

within the anticipated timeframe;

negative effects on existing business relationships with suppliers and customers;

and loss of key employees of the acquired businesses or our business.

loss of key employees of the acquired businesses or our business;

and other difficulties in managing the expanded operations of a large, complex and global company.

We have experienced some of these challenges in connection with the integration of Satcom Direct.

In addition, any future acquisitions could result in the incurrence of additional debt and related interest expense, contingent liabilities and amortization expense related to intangible assets, which could have a material adverse effect on our business, financial condition, operating results and cash flows, or the issuance of additional equity, which could dilute our shareholders’ interests.

Overall, if our acquisition strategy is not successful or if acquisitions are not well integrated into our existing operations, the Company’s profitability, business and financial condition could be negatively affected.

See “— Risks Related to the Satcom Direct Acquisition ”.

Risks Related to the Satcom Direct Acquisition

We may fail to realize all of the anticipated benefits of the Satcom Direct acquisition, or those benefits may take longer to realize than expected.

We may also encounter significant difficulties in integration Satcom Direct’s business.

Our ability to realize the anticipated benefits of the Satcom Direct transaction will depend, to a large extent, on our ability to integrate Satcom Direct’s business.

We cannot provide any assurance that we will successfully integrate or achieve the anticipated synergies of Satcom Direct’s technology, personnel, geographical reach, financial condition or business generally.

The combination of two independent businesses is a complex, costly and time-consuming process.

As a result, we will be required to devote significant management attention and resources to integrate the business practices and operations of Gogo and Satcom Direct’s businesses.

The integration process may disrupt the business and, if implemented ineffectively, would restrict the realization of the full expected benefits.

The failure to meet the challenges involved in integrating the two businesses and to realize the anticipated benefits of the transaction could cause an interruption of, or a loss of momentum in, the activities of the combined businesses, and could adversely affect the results of operations of the combined businesses.

In addition, the overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customers and other business relationships, and diversion of management’s attention.

The difficulties of combining the operations of the companies include, among others:

• the diversion of management’s attention to integration matters;

• difficulties in achieving anticipated cost savings, business opportunities and growth prospects from the combination;

• difficulties in the integration of operations and systems, products and services, and management of facilities;

• challenges in conforming standards, controls, procedures and accounting and other policies, business cultures, engineering, design and development processes, and compensation structures between the two companies;

• difficulties in the assimilation of employees;

• difficulties in managing the expanded operations of a large and complex company;

• challenges in keeping existing customers and obtaining new customers;

• challenges in attracting and retaining key personnel.

Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact the business, financial condition and results of operations of the combined company.

In addition, even if Satcom Direct’s business operations are integrated successfully, the full benefits of the transaction may not be realized, including the cost savings or sales or growth opportunities that are expected.

These benefits may not be achieved within the anticipated time frame, or at all.

Further, additional unanticipated costs may be incurred in the integration of the businesses.

Additionally, we cannot reasonably predict the impact that Satcom Direct’s key operating results or business, or investors’ perception of its future value, would have on the market’s perception of our Company’s overall value.

As a result, it cannot be assured that the transaction will result in the realization of the full benefits anticipated from such transaction.

The changes in executive management that occurred as part of the acquisition of Satcom Direct could disrupt our operations and may have a material adverse effect on our business.

As part of the acquisition of Satcom Direct, we appointed a new Chief Executive Officer, a new Chief Financial Officer, and other key personnel from Satcom Direct.

We may encounter challenges with the integration of these new members of our management team.

See “— Fulfilling our obligations associated with being a public company is expensive and time-consuming, and any delays or difficulties in satisfying these obligations may have a material adverse effect on our results of operations and our stock price.

” These key personnel may require significant time to learn our pre-existing business and become familiar with various aspects of our operations, including as a public company.

These factors could have an adverse impact on the Company’s operations.

Risks Related to Our Technology and Intellectual Property

We are currently delayed in deploying Gogo 5G, and may be unsuccessful or delayed in developing and deploying this or other next generation technologies.

We are currently developing a next generation ATG network using 5G technology, unlicensed spectrum, and licensed spectrum.

Gogo 5G will be capable of working with different spectrum and supporting different next generation technologies.

As previously disclosed, we are delayed in our commercial, nationwide launch of Gogo 5G due to a design error in a non-5G component of our chip,

which was designed by a third-party subcontractor of our 5G solution provider.

We currently expect to deliver revenue from Gogo 5G in the fourth quarter of 2025, and are working with our vendors to finalize the schedule.

There can be no assurance that, during the current delay of our 5G launch, our customers will not seek alternative technologies of competitors.

The launch of Gogo 5G likely will, depending on the impact of delays, launch shortly after the launch of our Gogo Galileo service, which could impede our marketing and sales efforts with respect to either offering, due to possible customer confusion among the offerings or lack of sufficient customer focus on either one during launch.

Additionally, while we expect to deliver revenue from Gogo 5G in the fourth quarter of 2025, we cannot assure you that the 5G launch or our launch of other next generation technologies will in fact occur in sufficient time to meet growing user expectations regarding the in-flight connectivity experience and to effectively compete in the business aviation market.

The current delay and any future delays could also decrease customer confidence, including from current or prospective customers, in our offerings, and negatively impact our financial position.

If Gogo 5G or any other next generation technology fails to perform as expected, our ability to meet users’ expectations regarding our systems' performance and to effectively compete in our market may be impaired and our business, financial condition and results of operations may be materially adversely affected.

Factors heightening the risk of future delays in our 5G network or other next generation technologies, or a failure of such technologies to perform once commercialized, include:

(i) our failure to design and develop a technology that provides the features and performance we require;

(ii) integrating the solution with our existing network services;

(iii) the availability of adequate spectrum;

(iv) the failure of spectrum to perform as expected;

(v) the failure of equipment and software to perform as expected;

(vi) problems arising in the manufacturing process;

(vii) our ability to negotiate contracts with suppliers on acceptable commercial and other terms;

(viii) our reliance on single-source suppliers and their ability to continue as a going concern with adequate access to capital for the development and manufacturing of the core elements of the network and on other suppliers to provide certain components and services;

and (ix) delays in obtaining or failures to obtain the required regulatory approvals for installation and operation of such equipment and the provision of service to passengers.

We may be unsuccessful in deploying our Gogo Galileo service.

There can be no assurance that Gogo Galileo will effectively compete in the global business aviation market due to, among other things, risks associated with:

(i) the failure of our equipment and software to perform as expected;

(ii) the failure of the Eutelsat OneWeb network to perform as expected;

(iii) difficulties in integrating our hardware and software with the Eutelsat OneWeb network;

(iv) problems arising in the manufacturing process;

Our recently-deployed Gogo 5G and Gogo Galileo services may not compete well in the market or face problems relating to implementation.

We have recently deployed our next-generation ATG network, Gogo 5G, using 5G technology, unlicensed spectrum, and licensed spectrum.

Gogo 5G will be capable of working with different spectrum bands and supporting different next generation technologies.

We began receiving revenue from Gogo 5G in the fourth quarter of 2025.

Additionally, as of December 31, 2025, we have shipped over 300 Gogo Galileo HDX antennas.

However, there can be no assurance that Gogo 5G and Gogo Galileo will effectively compete in the global business aviation market due to, among other things, risks associated with:

(i) the failure of our equipment and software to perform as expected or to integrate with our existing network services;

(ii) in the case of Gogo Galileo, the failure of the Eutelsat OneWeb network to perform as expected;

(iii) in the case of Gogo Galileo, difficulties in integrating our hardware and software with the Eutelsat OneWeb network;

(iv) problems arising in the ongoing manufacturing process;

(v) our inability to negotiate contracts with suppliers on acceptable commercial and other terms;

(vi) our reliance on single-source suppliers for the development and manufacturing of the antenna and access to a LEO network;

and (vii) delays in obtaining or failures to obtain the required regulatory approvals for installation and operation of such equipment and the provision of service to passengers.

If Gogo Galileo fails to perform as expected, our ability to meet customers’ or end users’ expectations regarding our systems’ performance and to effectively compete in our market may be impaired and our business, financial condition and results of operations may be materially adversely affected.

See “— Competition could result in price reduction, reduced revenue and loss of market position and could harm our results of operations .” Furthermore, under our agreement with Hughes we have committed to purchase, over a seven-year period, half duplex and full duplex antennas with an aggregate purchase price of approximately $170 million and $102 million, respectively, and we may make additional financial commitments in connection with Gogo Galileo.

If we are not successful in deploying Gogo Galileo, we may nonetheless, depending on the circumstances, be required to honor these commitments.

(vi) our reliance on single-source suppliers for the development and manufacturing of the antenna and access to a LEO network in the case of Gogo Galileo or core elements of the network and other components and services in the case of Gogo 5G;

(vii) delays in obtaining or failures to obtain the required regulatory approvals for installation and operation of such equipment and the provision of service to passengers;

and (viii) in the case of Gogo 5G, the availability of adequate spectrum or the failure of spectrum to perform as expected.

If either Gogo 5G or Gogo Galileo fails to perform as expected, our ability to meet respective customers’ or end users’ expectations regarding our systems’ performance and to effectively compete in our market may be impaired and our business, financial condition and results of operations may be materially adversely affected.

See “— Competition could result in price reduction, reduced revenue and loss of market position and could harm our results of operations .”

Furthermore, in respect of Gogo Galileo, under our agreement with Hughes we have committed to purchase, over a seven-year period, half duplex and full duplex antennas with an aggregate purchase price of approximately $170 million and $102 million, respectively, and we may make additional financial commitments in connection with Gogo Galileo.

Likewise, under Satcom Direct’s agreement with Gilat Satellite Networks Ltd., Satcom Direct’s supplier for an antenna similar to our full duplex antenna which could be used on a LEO satellite network like Gogo Galileo, we have committed to purchase, over a two-year period, a full duplex antenna and a modem with an aggregate purchase price of approximately $21 million.

We or our technology suppliers may be unable to continue to innovate next-generation technologies and provide products and services that are useful to customers and passengers, or may be delayed in developing and deploying such technologies.

The market for our services is characterized by evolving technology, changes in customer and passenger needs and performance expectations, and frequent new service and product introductions.

Our success will depend, in part, on our and our suppliers’ ability to continue to enhance existing technology and services or develop new technology and services on a timely and cost-effective basis.

If we or our suppliers fail to adapt quickly enough to changing technology of our satellite network operators or other service providers that we rely on, customer requirements and/or regulatory requirements, our business and results of operations may be materially adversely affected.

We expect to have to invest significant capital to keep pace with innovation and changing technology, and if the amount of such investment exceeds our plans or the amount of investment permitted under the Credit Agreements (as defined below), it may have a material adverse effect on our results of operations.

As is common in industries like ours, changing technology may result in obsolescence as we implement new technologies and products and retire old technologies and products to align with the requirements of our customers, satellite network operators or other service providers on which we rely.

As we encounter such obsolescence, we need to ensure that we have a sufficient supply of parts, products and equipment compatible with our existing technology, as well as access to maintenance, repair and other critical support services, until the transition is completed.

Certain suppliers may determine to stop manufacturing and supplying end-of-life parts, products and equipment, or may stop providing related services, prior to completion of our transition.

Likewise, certain satellite network operators or other service providers that we rely on may determine to stop providing services compatible with our equipment and existing technology prior to completion of our transition.

In the event that we are unable to obtain sufficient inventory from existing suppliers or otherwise meet the requirements of our satellite network operators or other service providers that we rely on, we would be required to engage new suppliers who have access to the intellectual property required to manufacture and support

components that meet our specifications, and we may be unable to contract with such suppliers on commercially reasonable terms, or at all.

We have implemented policies and procedures intended to ensure that we timely anticipate technology and product transitions and have access to sufficient inventory and services, but if such policies prove ineffective and we are unable to continue to engage suppliers with the capabilities or capacities required by our business to effect a transition, or if such suppliers fail to deliver quality products, parts, equipment and services in sufficient quantities or on a timely basis consistent with our schedule, our business, financial condition and results of operations may be materially adversely affected.

In addition, following our retirement of end-of-life technologies and products, we may find that we have either obsolete or excess inventory on hand and might have to write off unusable inventory, which could have a material adverse effect on our results of operations.

Finally, there can be no assurance that our customers will not seek alternative technologies provided by competitors due to delays in the deployment of other next-generation technologies.

As previously disclosed, due to a design error, we were delayed in our commercial, nationwide launch of Gogo 5G, which occurred in the fourth quarter of 2025.

Factors heightening the risk of future delays in other next-generation technologies include the following:

the risks relating to competition, single-source suppliers and contract negotiation;

problems arising in the manufacturing process or technological shifts from our satellite network operators or other service providers that we rely on that could impact the equipment that we currently provide;

and delays in obtaining or failures to obtain the required regulatory approvals for installation and operation of such equipment and the provision of service to passengers.

See “— Our recently-deployed Gogo 5G and Gogo Galileo services may not compete well in the market or face problems relating to implementation .”

Our business is dependent on the availability of spectrum.

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Further, in connection with an application to renew our licenses upon expiration, a competitor could file a petition opposing such renewal on anti-competitive or other grounds.

On August 3, 2017, the FCC released an order that, among other things, revised the wireless license renewal rules.

In 2017, the FCC released an order that, among other things, revised the wireless license renewal rules.

As a result of this order, which applies to the industry generally, all licensees will need to make a showing (or certification) at renewal to demonstrate that the licensee provided and continues to provide service to the public.

Because the 1 MHz ATG license has no specific construction or substantial service requirement, it is currently not 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.

We plan to incorporate this 1 MHz ATG license into our network.

An ambiguous renewal requirement could impair our flexibility to use or otherwise realize the value of such spectrum beyond 2026.

Our ability to offer in-flight broadband connectivity through our ATG service currently depends on our ability to maintain rights to use the 3 MHz ATG spectrum in the U.S., and our failure to do so may have a material adverse effect on our business, financial

condition and results of operations.

In addition, our ability to meet increasing performance demands and expand our service offerings in the United States will depend in part upon our ability to successfully roll-out our plans to employ unlicensed spectrum in the 2.4 GHz band for concurrent use with the licensed 3 MHz spectrum to launch Gogo 5G, and may require that we obtain additional licensed or unlicensed spectrum suitable for our use.

We have incorporated this 1 MHz ATG license into our network.

A negative interpretation of this ambiguous renewal requirement could impair our flexibility to use or otherwise realize the value of such spectrum beyond 2026.

Our ability to offer in-flight broadband connectivity through our ATG service currently depends on our ability to maintain rights to use the 4 MHz ATG spectrum in the U.S.

free from harmful interference, and our failure to do so may have a material adverse effect on our business, financial condition and results of operations.

In addition, our ability to meet increasing performance demands and expand our service offerings in the United States will depend in part upon our ability to continue employing unlicensed spectrum in the 2.4 GHz band for concurrent use with the licensed 4 MHz spectrum to launch Gogo 5G, and may require that we obtain additional licensed or unlicensed spectrum suitable for our use.

Such spectrum may not be available to us on commercially reasonable terms or at all.

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The availability of additional spectrum in the marketplace that is available for ATG use may increase the possibility that we may face competition from one or more other ATG service providers in the future.

We periodically are and could in the future be adversely affected if we or our third party suppliers or service providers suffer service interruptions or delays, technology failures, damage to equipment or system disruptions or failures arising from, among other things, force majeure events, cyberattacks or other malicious activities.

We rely heavily on communications, information systems (both internal and provided by third parties), and the internet to conduct our business.

Our brand, reputation and ability to attract, retain and serve our customers depend upon the reliable performance of our ground network, in-flight systems and third-party satellite networks.

We have experienced and may in the future experience service interruptions, service delays or technology or systems failures, which may be due to factors beyond our control, including cyberattacks or other malicious activities, natural catastrophes, epidemics, pandemics, industrial accidents, blackouts, acts of war or terrorism or other similar events.

terrorism or other similar events.

If we experience frequent or severe system or network failures, our reputation, brand and customer retention could be harmed.

In addition, in the event that a significant number of our or our vendors’ managers were unavailable following a disaster, our ability to effectively conduct business could be severely compromised.

In addition, in the event that a significant number of our or our vendors’ systems were unavailable following a disaster, our ability to effectively conduct business could be severely compromised.

Unanticipated problems with, or failures of, our disaster recovery systems and business continuity plans could have a material impact on our ability to conduct business and on our results of operations and financial condition.

The failure of our disaster recovery systems and business continuity plans could adversely impact our profitability and our business or result in delays in reporting our financial results.

We and our vendors, like other commercial entities, have been, and will likely continue to be, subject to various forms of cyberattacks from a wide variety of sources/malicious actors, with the objective of gaining unauthorized access to our systems and data or disrupting our operations.

These include, but are not limited to, cyberattacks, phishing attacks, account takeover attempts, the introduction of computer viruses or malicious code (commonly referred to as “malware”), ransomware or other extortion tactics, denial of service attacks, credential stuffing, and other computer-related penetrations.

To date, none of these cyberattacks has, individually or in the aggregate, resulted in a cybersecurity incident with a material effect on our operations or our financial condition, results of operations, liquidity, or cash flows, but they could have a material impact in the future.

We and our vendors or partners, like other commercial entities, have been, and will likely continue to be, subject to various forms of cyberattacks from a wide variety of sources/malicious actors, including by individuals or by highly organized attempts by highly sophisticated organizations, with the objective of gaining unauthorized access to our systems and data or disrupting our operations.

Cybersecurity incidents may include, but are not limited to, social engineering (including phishing attacks), account takeover attempts, cyberattacks (including ransomware or other extortion tactics, malware attacks, unauthorized access attempts, and denial of service and other unintentional intrusions or malicious cyberattacks), ransomware or other extortion tactics, denial of service attacks, credential stuffing, fraudulent schemes, and other intentional or unintentional computer-related intrusions or interruptions.

Hardware, software or applications developed by us or received from third parties may contain exploitable vulnerabilities, bugs, or defects in design, maintenance or manufacture or other issues that could compromise information and cybersecurity.

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businesses, including in the telecommunications industry, are prevalent.

In light of the Ukraine war and other geopolitical events and dynamics, including ongoing tensions with North Korea, Iran and other states, state-sponsored parties or their supporters may launch cyberattacks, and may attempt to cause supply chain disruptions, or carry out other geopolitically motivated actions that may adversely disrupt or degrade our operations and may result in data compromise.

Cybersecurity incidents may also arise as a result of employee error, and our continuous technological evaluations and enhancements, including changes designed to update our protective measures, may increase our risk of a significant cybersecurity incident.

In light of geopolitical events and dynamics, state-sponsored parties or their supporters may launch cyberattacks, and may attempt to cause supply chain disruptions, or carry out other geopolitically motivated actions that may adversely disrupt or degrade our operations and may result in data compromise.

Cybersecurity incidents may also arise as a result of employee or third-party negligence, error, or fraud, and our continuous technological evaluations and enhancements, including changes designed to update our protective measures, may increase our risk of a significant cybersecurity incident.

There is no assurance that administrative, physical, and technical controls and other preventive actions taken to reduce the risk of cyberattacks and protect our information technology will prevent physical and electronic break-ins, cyberattacks or other cybersecurity incidents to such systems or our data.

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If we or our vendors fail to prevent, detect, address and mitigate such incidents, this may impede or interrupt our business operations and could adversely affect our business, financial condition and results of operations.

In addition, system failures or cybersecurity incidents could subject us to regulatory enforcement actions (including penalties, fines, and investigations), and result in claims of material breaches of our customer contracts resulting in termination rights, penalties or claims for damages.

Further, adoption of AI tools by us or by third parties may pose new cybersecurity challenges.

Threat actors may use AI tools to automate and enhance cybersecurity attacks against us.

We use software and platforms designed to detect such cybersecurity threats, including AI-based tools, but these threats could become more sophisticated and harder to detect and counteract, which may pose significant risks to our data security and systems.

To date, no cybersecurity incident has, individually or in the aggregate, resulted in a cybersecurity incident with a material effect on our operations or our financial condition, results of operations, liquidity, or cash flows, but they could have a material impact in the future.

A cybersecurity incident or disruption could also interfere with our ability to comply with financial reporting requirements or result in loss of competitive position, litigation, breach of contracts, reputational harm, damage to our stakeholder relationships, or legal liability.

While we may be entitled to damages if our third-party service providers fail to satisfy their cybersecurity-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award.

Additionally, future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

Furthermore, we may identify cybersecurity issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

In addition, system failures, significant interruptions, or cybersecurity incidents could subject us to regulatory scrutiny and enforcement actions (including penalties, fines, and investigations), and result in claims of material breaches of our customer contracts resulting in termination rights, penalties or claims for damages.

Regulators’ or others’ scrutiny of cybersecurity, including new laws, regulations, or industry standards, could increase our compliance costs and operational burdens, especially as regulatory and legislative focus on cybersecurity matters intensifies.

Regulators, customers, or others may scrutinize us for any system disruptions or cybersecurity incidents.

Regulators, customers, or others may scrutinize us for any actual or suspected system disruptions or cybersecurity incidents.

Data protection laws and regulations in the jurisdictions where we operate often require “reasonable,” “appropriate” or “adequate” technical and organizational cybersecurity measures, and the interpretation and application of those laws and regulations are often uncertain and evolving;

there can be no assurance that our cybersecurity measures will be deemed adequate, appropriate or reasonable by a regulator or court.

We may incur higher costs to comply with laws related to, or regulators’ scrutiny of, our use, collection, management, or transfer of data and other privacy practices.

Any such cybersecurity incidents, unauthorized access or disclosure, or other loss of information could result in legal claims or proceedings and liability under our contracts with certain customers, which generally require us to indemnify the customer for passenger and other third-party claims arising from data security breaches.

In addition, such cybersecurity incidents may disrupt our operations and the services we provide to customers, result in the loss of value of trade secrets, require expensive efforts to investigate, remediate or resolve, damage our reputation, and cause a loss of revenue, reputational harm or a loss of confidence in our products and services, all of which may have a material adverse effect on our business prospects, financial condition and results of operations.

We may also maintain cyber liability insurance that covers certain damages caused by cybersecurity incidents.

However, there is no guarantee that adequate insurance will continue to be available at rates that we believe are reasonable or that the costs of responding to and recovering from a cybersecurity incident will be covered by insurance or recoverable in rates.

Assertions by third parties of infringement, misappropriation or other violations by us of their intellectual property rights could result in significant costs and materially adversely affect our business and results of operations.

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In February 2022, a competitor filed a patent infringement suit against us.

A trial date has been scheduled for November 17, 2025.

Claim construction proceedings, fact discovery and expert discovery are completed.

Dispositive motions were filed on October 25, 2024 and await resolution.

On November 24, 2025, a jury awarded the competitor $22.7 million in damages.

Aspects of the verdict are subject to post-trial briefing, and depending on the outcome, we will appeal if necessary.

For more information, see Note 17, “Commitments and Contingencies—SmartSky Litigation,” to our consolidated financial statements.

Adverse results in the underlying infringement suit or other infringement suits could require us to develop non-infringing technology, pay damages, enter into royalty or licensing agreements, cease providing certain products or services, adjust our sales, marketing and advertising activities or take other actions to resolve the claims.

These actions, if required, may be costly or unavailable on terms acceptable to us.

Even if we are successful in defending these claims, such litigation may be time-consuming and costly, divert management resources and could adversely affect our business relating to such disputed technology during its pendency.

Should an appeal be necessary, the process is likely to be time-consuming and costly and divert management resources, and could adversely affect our business relating to such disputed technology during its pendency.

Pursuant to our contracts with certain customers, we have agreed to indemnify such customers against such claims, and our indemnification obligations generally include defending or paying for the defense of the action and paying any judgments or other costs assessed against the customer in the event of an adverse outcome.

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Our inability to meet our indemnification obligations and our customers terminating or failing to renew their contracts may have a material adverse effect on our business and financial condition.

We or our technology suppliers may be unable to continue to innovate and provide products and services that are useful to customers and passengers.

The market for our services is characterized by evolving technology, changes in customer and passenger needs and performance expectations, and frequent new service and product introductions.

If we or our suppliers fail to adapt quickly enough to changing technology, customer requirements and/or regulatory requirements, our business and results of operations may be materially adversely affected.

As is common in industries like ours, changing technology may result in obsolescence as we implement new technologies and products and retire old technologies and products.

Certain suppliers may determine to stop manufacturing and supplying end-of-life parts, products and equipment, or may stop providing related services, prior to completion of our transition.

In the event that we are unable to obtain sufficient inventory from existing suppliers we would be required to engage new suppliers who have access to the intellectual property required to manufacture and support components that meet our specifications, and we may be unable to contract with such suppliers on commercially reasonable terms, or at all.

We may be unable to protect our intellectual property rights.

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We have sought and obtained patent protection for certain of our technologies in the United States and certain other countries.

Many of the trademarks that we use (including marks we have applied to register) contain words or terms having a somewhat common usage, such as “Gogo” and “Gogo Vision” and, as a result, we may have difficulty registering them in certain jurisdictions.

Many of the trademarks that we use (including marks we have applied to register) contain words or terms having a somewhat common usage, such as “Gogo”, “Gogo Vision” and “Gogo Galileo” and, as a result, we may have difficulty registering them in certain jurisdictions.

We do not own, for example, the domain www.gogo.com and we have not yet obtained registrations for our most important marks in all markets in which we do business or may do business in the future.

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If we are unable to protect our intellectual property from unauthorized use, our ability to exploit our proprietary technology or our brand image may be harmed, which may materially adversely affect our business and results of operations.

The use of new and evolving technologies, such as artificial intelligence (“AI”), in our products and services may result in reputational harm, competitive harm or legal liability.

The use of new and evolving technologies, such as AI, in our products and services may result in reputational harm, competitive harm or legal liability.

We have in the past and will in the future integrate new and evolving technologies, such as AI, into our products and services.

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For example, AI algorithms may be flawed due to a lack of back-testing or datasets of poor quality or inappropriate bias, and analyses generated by AI may be deficient or inaccurate, subjecting us to competitive or reputational harm.

Additionally, AI entails significant legal risks.

The IP ownership and license rights of new technologies such as AI have not been fully addressed by U.S.

Further, the use of generative AI models may result in outputs that are unpredictable, offensive, or infringe third-party rights, which could expose us to additional reputational, regulatory, or legal risks.

The use of AI tools may introduce errors or inadequacies that are not easily detectable, including deficiencies, inaccuracies, or biases in the data used for AI training, or in the content, analyses, or

recommendations generated by AI applications.

This could reduce the effectiveness of AI tools and adversely impact us and our operations to the extent we rely on the work product of such technology in our operations.

Although we implement measures designed to help prevent such errors or inadequacies, those measures may not always be successful, and the results of such errors or inadequacies may adversely affect our business, financial condition, and results of operations.

AI tools may be misused or misappropriated by our employees, vendors, or partners, resulting in the unauthorized use or disclosure of confidential information, including material non-public information or personal information.

Additionally, the IP ownership and license rights of new technologies such as AI have not been fully addressed by U.S.

courts, and the use or adoption of such technologies in our products and services may expose us to potential intellectual property claims, breach of a data or software license, website terms of service claims, claimed violations of privacy rights or other tort claims.

Governmental regulation and laws related to AI may also increase the burden and cost of research and development or require increased transparency that makes it more difficult to protect our IP.

For instance, on October 30, 2023, the Biden administration issued an executive order to, among other things, establish extensive new standards for AI safety and security.

Many states are also passing AI laws, such as the Colorado AI Act, and numerous AI related bills that passed in California at the end of 2024.

Additionally, the EU AI Act in Europe strictly regulates AI.

There is already active product liability and wrongful death lawsuits in the US alleging that AI technologies have contributed to serious harm, including suicide, which underscores the potential for significant legal exposure and reputational harm.

Governmental regulation and laws related to AI may also increase the burden and cost of research and development or require increased transparency that makes it more difficult to protect our IP, or it may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to change our business practices.

The regulatory landscape is increasingly complex.

In the US, the Trump administration has taken a different approach than the prior administration, revoking the Biden administration’s AI executive orders and issuing a number of its own, including the recent executive order titled “Ensuring a National Policy Framework for Artificial Intelligence” (Executive Order 14365).

The Trump administration’s approach is generally deregulatory.

However, many state AI laws have been passed, such as the Colorado AI Act and California’s Transparency in Frontier Artificial Intelligence Act, or proposed, and the federal executive orders do not clearly preempt these state laws, resulting in a growing patchwork of AI regulation in the U.S.

Additionally, the effort to gain technological expertise and develop new technologies in our business may be costly.

Investments in technology systems and data analytics capabilities, including AI tools, may not deliver the benefits or perform as expected or may be replaced or become obsolete more quickly than expected, and we may not implement or use new technologies in the most effective way, which could result in operational difficulties or additional costs.

Furthermore, the current and potential future applications of these AI tools are rapidly evolving, as are the legal and regulatory frameworks that govern them.

AI could significantly disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs, which could have a material adverse effect on our business, financial condition and results of operations.

Additionally, the EU AI Act strictly regulates AI abroad.

Other jurisdictions may decide to adopt similar or more restrictive legislation rendering the use of such technologies challenging.

To date, there is no unified legal definition of “artificial intelligence” nor a set standard of regulations, making compliance vary significantly from region to region, even within the U.S.

To date, there is no unified legal definition of “artificial intelligence” nor a set standard of regulations, making compliance vary significantly from region to region, especially within the U.S.

This lack of harmonization increases the complexity and cost of compliance, and may create uncertainty regarding our legal obligations.

Social and ethical issues relating to the use of new and evolving technologies such as AI in our offerings could also harm our competitive position and brand, or create legal liability, and may cause us to incur additional research and development costs to resolve such issues.

Investors, analysts, and other market participants may use AI tools to process, summarize, or interpret our financial information or other data about us.

The use of AI tools in financial and market analysis may introduce risks similar to those described above, including an inaccurate interpretation of our financial or operational performance or market trends or conditions, which in turn could result in inaccurate conclusions or investment recommendations.

Lastly, the rapid evolution and increased adoption of AI technologies may intensify our cybersecurity risks.

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If any of our products are defective, we could be required to redesign or recall those products or pay substantial damages or warranty claims.

In addition, such events could result in significant expenses and diversion of development and other resources, a reduction in sales or delay in market acceptance of our products and services, loss of existing customers, terminations of, failures to renew, penalties or damage claims under aviation partner contracts, harm to our reputation and brand image and increased insurance costs.

addition, such events could result in significant expenses and diversion of development and other resources, a reduction in sales or delay in market acceptance of our products and services, loss of existing customers, terminations of, failures to renew, penalties or damage claims under aviation partner contracts, harm to our reputation and brand image and increased insurance costs.

If our in-flight system has a malfunction resulting from an error or defect or a problem with installation or maintenance and such malfunction causes physical damage to an aircraft or impairs its on-board electronics or avionics, significant property loss and serious personal injury or death could result.

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persons, without prior FCC approval.

The Trump Administration and FCC have signaled increasing concern about national security and foreign ownership issues in general.

As a result, the Trump Administration has, among other things, increased detection and enforcement, adopted and proposed new rules and requirements for many communications services, and implemented restrictions on Unmanned Aircraft Systems (“UAS”) and certain UAS components manufactured in any foreign country.

We have established procedures to ascertain the nature and extent of our foreign ownership, and we believe that the indirect ownership of our equity by foreign persons or entities is below the 25% cap.

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persons could result in an order requiring divestiture of the offending ownership interests, fines, denial of license renewal and/or spectrum license revocation proceedings, any of which may have a material adverse effect on our business, financial condition and results of operations.

The FCC or other U.S.

agencies could adopt new requirements or restrictions regulating foreign ownership of Gogo’s ATG licenses, equipment, or other communications services relied upon by Gogo, which could impact Gogo’s operations.

Regulation by United States and foreign government agencies, including the FCC, which issued our exclusive ATG spectrum licenses, and the FAA, which regulates the civil aviation manufacturing and repair industries in the United States, may increase our costs of providing service or require us to change our services.

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As discussed in more detail in the section entitled “Item 1.

Business—Licenses and Regulation—Federal Aviation Administration,” FAA approvals required to operate our business include STCs and PMAs.

While our distribution partners are responsible for obtaining STCs, obtaining PMAs is an expensive and time-consuming process that requires significant focus and resources.

Business— Regulatory Matters—Federal Aviation Administration,” FAA approvals required to operate our business include STCs and PMAs.

Historically, our distribution partners obtained STCs, obtaining PMAs is an expensive and time-consuming process that requires significant focus and resources.

Prior to installation of our equipment, any inability to obtain, delay in obtaining (including as a result of a government shutdown or funding shortages), or change in, needed FAA certifications, authorizations, or approvals, could have an adverse effect on our ability to meet our installation commitments, manufacture and sell parts for installation on aircraft, or expand our business.

Following installation of our equipment, if we were to discover that our equipment or components of our equipment were not in compliance with specifications on which the STC authorizing installation was based, or if the FAA’s requirements changed, our non-compliance could result in our incurring material costs to inspect and in some circumstances modify or replace such equipment, and could in rare circumstances result in our system being turned off or installed aircraft being grounded.

If we fail to comply with the FAA’s many regulations and standards that apply to our activities, we could lose the FAA certifications, authorizations, or other

approvals on which our manufacturing, installation, maintenance, preventive maintenance and alteration capabilities are based.

For instance, the 2025 U.S.

federal government shutdown delayed the FAA’s ability to issue STCs, thus temporarily impairing our ability to install our new equipment or modify our equipment previously installed on aircraft.

While the impact was not material, any future shutdown could further delay such process, and the impact could eventually be material.

could in rare circumstances result in our system being turned off or installed aircraft being grounded.

If we fail to comply with the FAA’s many regulations and standards that apply to our activities, we could lose the FAA certifications, authorizations, or other approvals on which our manufacturing, installation, maintenance, preventive maintenance and alteration capabilities are based.

In addition, from time to time, the FAA or comparable foreign agencies adopt new regulations or amend existing regulations.

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To the extent that any such new regulations or amendments to existing regulations or policies apply to our activities, our compliance costs would likely increase.

We must comply with CALEA, which requires applicable communications companies to ensure that their equipment, facilities and services can accommodate certain technical capabilities in executing authorized wiretapping and other electronic surveillance.

We must comply with the Communications Assistance for Law Enforcement Act (“CALEA”), which requires applicable communications companies to ensure that their equipment, facilities and services can accommodate certain technical capabilities in executing authorized wiretapping and other electronic surveillance.

Currently, our CALEA solution is fully deployed in our network.

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Further, to the extent the FCC adopts additional capability requirements applicable to communications companies, its decision may increase the costs we incur to comply with such regulations.

We are also subject to regulation by certain foreign laws and regulatory bodies, including ISED, which issued our exclusive Canadian ATG subordinate spectrum license and regulates our use of the spectrum licensed to us.

We are also subject to regulation by certain foreign laws and regulatory bodies, including Innovation, Science and Economic Development Canada, which issued our exclusive Canadian ATG subordinate spectrum license and regulates our use of the spectrum licensed to us.

Adverse decisions or regulations of these U.S.

and foreign regulatory bodies may have a material adverse effect on our business and results of operations.

This includes new regulations, such as those related to net neutrality, broadband labeling, digital discrimination, the Universal Service Fund, or other potential regulatory requirements.

This includes new regulations or other potential regulatory requirements.

We are unable to predict the impact of regulations and other policy changes that could be adopted by the various governmental entities that oversee portions of our business.

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The secure processing, maintenance and transmission of this information (and other sensitive and confidential data such as our proprietary business information and that of our customers and suppliers) is critical to our operations and business strategy.

Despite our security measures, our systems and those of third parties upon which we rely may be vulnerable to attacks by hackers or may be compromised due to employee error, malfeasance, hardware or software defects or other disruptions.

Further, our in-cabin and cockpit network operates as an open, unsecured Wi-Fi hotspot, and non-encrypted transmissions users send over this network may be vulnerable to access by other users on the same plane.

We depend on the security of the network infrastructure and products of our third-party providers of telecommunications, cloud computing, customer support and other vendors.

Unauthorized use of our, or our third-party service providers’, networks, computer systems and services could potentially jeopardize the security of confidential information, including personal information of passengers using our service.

Data security threats are constantly evolving and may be difficult to anticipate or to detect for long periods of time, and may include ransomware attacks, network intrusion, data extortion, malware, phishing and other social engineering, business email compromise and insider threats, among others.

We and our third-party service providers have in the past been subject to instances of unauthorized access and attempts to gain unauthorized access to our systems or sensitive or confidential data, or to disrupt our operations, and we and our third-party service providers have in the past not always been able to anticipate or prevent such cybersecurity incidents or attempts.

To date, none of these cybersecurity incidents or attempts has, individually or in the aggregate, resulted in a security incident with a material effect on our operations or our financial condition, results of operations, liquidity, or cash flows.

However, these cybersecurity incidents could have a material impact in the future, and there can be no assurance that any security measures we, or third parties, take will be effective in anticipating or preventing these activities, given the constantly changing nature of the threats.

We may also maintain cyber liability insurance that covers certain damages caused by cybersecurity incidents.

Despite our security measures, our systems and confidential data and those of third parties upon which we rely may be vulnerable to various forms of cyberattacks from a wide variety of sources/malicious actors.

See “— We periodically are and could in the future be adversely affected if we or our third party suppliers or service providers suffer service interruptions or delays, technology failures, damage to equipment or system disruptions or failures arising from, among other things, force majeure events, cybersecurity incidents or other malicious activities .”

Additionally, as discussed in more detail in the section titled “Item 1.

Business—Licenses and Regulation—Privacy and Data Security-Related Regulations,” we are subject to certain state laws, federal and non-U.S.

Business—Regulatory Matters—Privacy and Data Security-Related Regulations,” we are subject to certain state laws, federal and non-U.S.

laws that impose data breach notification requirements, specific data security obligations, or other consumer privacy-related requirements.

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These legal requirements are complex, varied, rapidly evolving and often subject to interpretation, and there is a risk that, despite our efforts to comply, we may be found to be out of compliance with one or more of these requirements.

Fines issued for

non-compliance with such requirements may be substantial, including fines issued under the GDPR which can be as high as 4% of global revenue, and an adverse finding by a regulator or court may result in costly and onerous requirements being placed on the Company, a prohibition on engaging in certain aspects of our business or damage to our reputation.

Fines issued for non-compliance with such requirements may be substantial, including fines issued under the GDPR which can be as high as 4% of global revenue, and an adverse finding by a regulator or court may result in costly and onerous requirements being placed on the Company, a prohibition on engaging in certain aspects of our business or damage to our reputation.

Certain data protection laws that apply to the Company establish a private right of action.

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Moreover, interpretations or changes to new or existing data protection laws may impose on us responsibility for our employees and third parties that assist with aspects of our data processing.

Furthermore, our employees’ or third parties’ intentional, unintentional, or inadvertent actions may increase our vulnerability or expose us to security threats, such as phishing attacks, and we may remain responsible for a successful phishing or other social engineering attack despite the quality and otherwise legal sufficiency of our technical security measures.

of our technical security measures.

In addition, compliance with complex variations in privacy and data security laws may require modifications to current business practices, including significant technology efforts that require long implementation timelines, increased costs and dedicated resources.

For more information, see “— We periodically are and could be in the future adversely affected if we or our third party suppliers or service providers suffer service interruptions or delays, technology failures, damage to equipment or system disruptions or failures arising from, among other things, force majeure events, cyberattacks or other malicious activities.

Participation in the FCC Reimbursement Program could adversely affect our results of operations and financial condition.

On July 15, 2022, the FCC notified the Company that it was approved for participation in the 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.

Participation in the FCC Supply Chain Reimbursement Program could adversely affect our results of operations and financial condition.

On July 15, 2022, the FCC notified the Company 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 incurred and documented 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.

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 July 2023, the Company elected to participate in the partially funded FCC Reimbursement Program and submitted its first reimbursement claim.

Following passage of the FY 2025 NDAA, the Company expects to be allocated its full approved amount of approximately $334 million.

The FCC has announced that it will expeditiously take steps to secure the additional funding authorized by the FY 2025 NDAA, including obtaining approval from the U.S.

Treasury to borrow the funds.

Following passage of the FY 2025 National Defense Authorization Act (“NDAA”), the FCC allocated the remaining funding to the Company up to its full approved amount of approximately $334 million.

There can be no assurance that there will be sufficient available funding to reimburse us for all of our costs in participating in the program.

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In order to participate in the program, we must comply with various conditions and requirements established by the FCC, including a requirement that we complete the removal, replacement and disposal of applicable equipment within one year of receiving our first funding disbursement.

The FCC may issue a single, general extension to all reimbursement recipients if it determines that the supply of replacement communications equipment or services needed by the recipients to achieve the purposes of the Reimbursement Program is inadequate to meet the needs of the recipients.

The FCC may issue a single, general extension to all reimbursement recipients if it determines that the supply of replacement communications equipment or services needed by the recipients to achieve the purposes of the FCC Reimbursement Program is inadequate to meet the needs of the recipients.

The FCC may also grant one or more six-month extensions to a participant where it finds that due to factors beyond its control, the participant cannot complete the project by the deadline.

Due to a number of factors including supply chain disruptions, the insufficiency of FCC funding and the operational and logistical complexity of replacing airborne equipment, Gogo was unable to complete the project within one year of receiving the Company’s first funding disbursement, and as outlined in our initial FCC application, we have sought and obtained extensions from the FCC.

The Company’s current

completion deadline is July 21, 2025, and the Company expects to require additional extensions past that date.

Due to a number of factors including supply chain disruptions, the initial insufficiency of FCC funding and the operational and logistical complexity of replacing airborne equipment, Gogo was unable to complete the project within one year of receiving the Company’s first funding disbursement, and as outlined in our initial FCC application, we have sought and obtained extensions from the FCC.

The Company’s current completion deadline is May 8, 2026, and the Company expects to require additional extensions past that date.

If the FCC does not grant the necessary extensions and the project is not completed by the FCC’s deadline, we could face penalties or other sanctions, including not being reimbursed for subsequent program costs.

In addition, if any of the Company’s customers do not replace their airborne equipment with equipment that is compatible with the replacement terrestrial network equipment prior to the date on which the replacement terrestrial network equipment goes into effect, the Company will be unable to provide service to these legacy-equipment customers until the airborne equipment is replaced.

In addition, if, prior to the date on which the replacement terrestrial network equipment goes into effect, any of the Company’s customers that operate legacy airborne equipment do not replace their airborne equipment with equipment that is compatible with the replacement terrestrial network equipment, or, depending on the equipment model, modify their legacy equipment to make it compatible, the Company will be unable to provide service to these legacy-equipment customers until the airborne equipment is replaced or modified.

Such service disruptions could have a material adverse effect on our results of operations and financial condition.

The requirement that customers replace their airborne equipment may also damage the Company’s relationships with its customers, leading some customers to switch to other service providers or forgo service altogether, which could have a material adverse effect on our market share, results of operations and financial condition.

The requirement that customers replace or modify their airborne equipment may also damage the Company’s relationships with its customers, leading some customers to switch to other service providers or forgo service altogether, which could have a material adverse effect on our market share, results of operations and financial condition.

Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.

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We must comply with all applicable export control laws and regulations of the United States and other countries.

export and control laws and regulations applicable to us include the Arms Export Control Act, the International Traffic in Arms Regulations (“ITAR”), the Export Control Reform Act of 2018 (“ECRA”) and the Export Administration Regulations (“EAR”).

export and control laws and regulations applicable to us include the Arms Export Control Act, the International Traffic in Arms Regulations (“ITAR”), the Export Control Reform Act of 2018 and the Export Administration Regulations (“EAR”).

The export of certain satellite hardware, software services and technical data relating to satellites is regulated by the U.S.

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Plaintiffs may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time.

Any such claims or litigation may be time-consuming and costly, divert management resources, require us to change our products and services, or require us to pay significant monetary damages, which may have a material adverse effect on our results of

We also indemnify the directors and current and former officers who are defendants in Company litigation and in derivative lawsuits for their defense costs and any judgments resulting from such suits.

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In addition, litigation by or against any customer or supplier could have the effect of negatively impacting our reputation and goodwill with existing and potential customers and suppliers.

We may be affected by global climate change or by legal and regulatory responses to such change.

Concern over climate change, including the impact of global warming, has led to significant U.S.

and international legislative and regulatory efforts to limit GHG emissions.

Increasingly, state and local governments are also considering GHG regulatory requirements.

Increased regulation regarding GHG emissions, especially aircraft emissions, could impose substantial costs on us.

We may also incur additional expenses as a result of U.S.

and international regulators requiring additional disclosures regarding GHG emissions.

The adoption and implementation of new or more stringent international, federal, regional, state or local legislation, regulations or other initiatives that impose more stringent standards for GHG emissions may have a material adverse effect on our results of operations and financial condition.

In addition, while the long-term effects of climate change on the global economy and the aviation industry in particular are unclear, we recognize that there are inherent climate-related risks wherever business is conducted.

Any of our locations may be vulnerable to the adverse effects of climate change.

In addition, natural disasters could damage or destroy our networks, towers and data centers.

tax liabilities are dependent, in part, upon the distribution of income among various jurisdictions in which we operate, as well as changes in tax law or regulation.

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The Organization for Economic Co-operation and Development (“OECD”)/G20 and other invited countries, developed a global tax framework inclusive of a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion Rules (“Pillar Two”).

On December 15, 2022, the Council of the European Union (“EU”) formally adopted the OECD’s framework to achieve a coordinated implementation amongst EU Member States consistent with EU law.

The EU’s Pillar Two Directive effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive.

Other major jurisdictions are actively considering and implementing changes to their tax laws to adopt certain parts of the OECD’s proposals.

In 2022, the Council of the European Union (“EU”) formally adopted the OECD’s framework to achieve a coordinated implementation amongst EU Member States consistent with EU law, with effective dates in 2024 and 2025.

The EU is considering a side-by-side approach for U.S.-parented companies.

We have assessed this framework and determined, based upon available guidance, that these changes will not have a material impact to our results of operations.

Any future changes in OECD guidance or interpretations, including local country tax legislative changes thereof, could impact our initial assessment;

therefore, we will continue to monitor and refine our assessment as further guidance is made available.

Any future changes in OECD guidance or interpretations, including local country tax legislative changes thereof and disparate treatment for U.S.-parented companies, could impact our initial assessment.

As such, we will continue to monitor and refine our assessment as further guidance is made available.

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The costs are not always fully recoverable.

New laws or other requirements, or changes to existing ones

(including, for example, related to cybersecurity, information protection, environment, sustainability, securities, competition, compensation costs, taxes, counterfeit parts, pensions, and use of certain non-U.S.

New laws or other requirements, or changes to existing ones (including, for example, related to cybersecurity, information protection, environment, sustainability, securities, competition, compensation costs, taxes, counterfeit parts, pensions, and use of certain non-U.S.

equipment) or more expansive interpretations or other changes in how government agencies construe existing ones, can significantly increase our costs and risks and reduce our profitability.

We operate in a highly regulated environment and are routinely audited and reviewed by the U.S.

government and its agencies, such as the Defense Contract Audit Agency (DCAA), Defense Contract Management Agency (DCMA) and the Department of Defense Office of Inspector General.

government and its agencies, such as the Defense Contract Audit Agency, Defense Contract Management Agency and the Department of Defense Office of Inspector General.

These agencies review performance under our contracts, our cost structure and accounting, and our compliance, as well as the adequacy of our systems in meeting government requirements.

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The Credit Agreements also limit the ability of Gogo Inc.

to incur additional indebtedness under certain circumstances and limit the amount of cash that our subsidiaries may dividend, transfer or otherwise distribute to us.

to incur additional indebtedness under certain circumstances.

The terms of any additional financing may further limit our financial and operating flexibility.

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Furthermore, if financing is not available when needed, or is not available on acceptable terms, we may be unable to take advantage of business opportunities or respond to competitive pressures, any of which may have a material adverse effect on our business, financial condition and results of operations.

Even if we are able to obtain additional financing, we may be required to use the proceeds from any such financing to repay a portion of our outstanding indebtedness.

Even if we are able to

obtain additional financing, we may be required to use the proceeds from any such financing to repay a portion of our outstanding indebtedness.

If we raise additional funds or seek to reduce our current levels of indebtedness through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our Company.

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A default, if not cured or waived, may permit acceleration of our indebtedness.

If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness

or have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.

If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.

All of these covenants and restrictions could affect our ability to operate our business, may limit our ability in the future to satisfy currently outstanding obligations and may limit our ability to take advantage of potential business opportunities as they arise.

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Our indebtedness outstanding under the 2021 Term Loan Facility and HPS Term Loan Facility bears interest, and any indebtedness under our Revolving Facility would bear interest, at variable rates.

While we have entered into interest rate caps to hedge a portion of our exposure, we remain subject to interest rate risk under these Facilities.

While we have entered into interest rate caps to hedge a portion of our exposure, we remain subject to interest rate risk under these Facilities (as defined below).

Increases in interest rates, including as the result of general economic inflation, would increase the cost of servicing our indebtedness and could materially reduce our profitability and cash flows.

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The price of our common stock may be volatile, and the value of your investment could decline.

The trading price of our common stock has been volatile since our IPO, which occurred on June 21, 2013, and in which shares of common stock were sold at a price of $17.00 per share.

From the IPO date through March 7, 2025, the price of our common stock has ranged from a closing low of $1.40 per share to a closing high of $34.34 per share.

The trading price of our common stock has historically been volatile.

From our IPO date through February 20, 2026, the price of our common stock has ranged from a closing low of $1.40 per share to a closing high of $34.34 per share.

In addition to the factors discussed in this Annual Report on Form 10-K, the trading price of our common stock has fluctuated and may continue to fluctuate widely in response to various factors, many of which are beyond our control.

They include:

• aviation industry or general market conditions, including those related to disruptions to supply chains and installations;

• aviation and telecommunications industry or general market conditions, including those related to disruptions to supply chains and installations;

• domestic and international economic factors unrelated to our performance;

• changes in technology or customer usage of Wi-Fi and Internet broadband services;

• any inability to timely and efficiently roll out Gogo 5G, Gogo Galileo or other components of our technology roadmap;

• the success of our integration of Satcom Direct;

• any inability to timely and efficiently roll out our technology roadmap;

• new regulatory pronouncements and changes in regulatory guidelines;

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Any litigation of this type brought against us could result in substantial costs and a diversion of our management’s attention and resources, which may have a material adverse effect on our business, financial condition and results of operations.

Additionally, given the volatility in the stock market in

general and in the trading price of our common stock in particular, we continue to actively monitor our common stock’s trading price.

If the minimum bid price of our common stock were to fall below $1.00 for a period of more than 30 consecutive trading days, we would become deficient under the Nasdaq listing rules and would then have a period to cure before possibly becoming subject to delisting.

Any future deficiency, or the perception among investors that we are at heightened risk of becoming deficient, could negatively affect the market price and trading volume of our common stock.

The utilization of our tax losses could be substantially limited if we experienced an “ownership change” as defined in the Internal Revenue Code.

As of December 31, 2025, we had approximately $259 million in federal and $304 million in state net operating losses (“NOLs”).

The federal NOLs will begin to expire in 2034.

The state NOLs began expiring in 2024.

The federal and state NOLs will begin to expire in 2035 and 2027, respectively.

Under Section 382 of the Code and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as an increase of more than 50% of the value of the Company’s stock owned by certain “5-percent shareholders,” as such term is defined in Section 382 of the Code, in its equity ownership over a rolling three-year period, the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes to offset its post-change income or taxes may be limited.

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Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our common stock to decline.

A few significant stockholders, including affiliates of Oakleigh Thorne, the Executive Chair of our Board, and GTCR LLC and its affiliates, could exert influence over our Company, and if the ownership of our common stock continues to be concentrated, or becomes more concentrated in the future, it could prevent our other stockholders from influencing significant corporate decisions.

As of December 31, 2024, Oakleigh Thorne, the Executive Chair of our Board of Directors, and the entities affiliated with Mr.

A few significant stockholders, including affiliates of Oakleigh Thorne, the chair of our Board, and GTCR LLC and its affiliates, could exert influence over our Company, and if the ownership of our common stock continues to be concentrated, or becomes more concentrated in the future, it could prevent our other stockholders from influencing significant corporate decisions.

As of December 31, 2025, Oakleigh Thorne, the chair of our Board of Directors, and the entities affiliated with Mr.

Thorne (the “Thorne Entities”) beneficially owned approximately 21% of the outstanding shares of our common stock, and funds managed by GTCR LLC and its affiliates (“GTCR”) beneficially owned approximately 17% of the outstanding shares of our common stock.

As a result, either the Thorne Entities or GTCR alone is able to exercise influence over all matters requiring stockholder

approval for the foreseeable future, including approval of significant corporate transactions and the election of directors.

As a result, either the Thorne Entities or GTCR alone is able to exercise influence over all matters requiring stockholder approval for the foreseeable future, including approval of significant corporate transactions and the election of directors.

Such ability to influence may reduce the market price of our common stock.

In addition, together, GTCR and the Thorne Entities would be able to exercise control over such matters, which similarly may reduce the market price of our common stock.

As the Executive Chair and a member of our Board of Directors, Mr.

Thorne provides strategic leadership to the Company, and he owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders.

As a member of our Board of Directors, Mr.

Thorne owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders.

As a stockholder, Mr.

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Compliance with these public company obligations requires us to devote significant time and resources and places significant additional demands on our finance and accounting staff and on our financial accounting and information systems.

We are also required under Sarbanes-Oxley to document and test the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm is required to provide an attestation report on the effectiveness of our internal control over financial reporting.

internal control over financial reporting.

In addition, we are required under the Exchange Act to maintain disclosure controls and procedures and internal control over financial reporting.

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Any failure to maintain effective controls or implement required new or improved controls may materially adversely affect our results of operations or cause us to fail to meet our reporting obligations.

For more information, see “— We have identified material weaknesses in our internal control over financial reporting, which could, if not effectively remediated, result in material misstatements in our financial statements, and a failure to meet our reporting and financial obligations .” Failure to comply with Sarbanes-Oxley could potentially subject us to sanctions or investigations by the SEC, Nasdaq, or other regulatory authorities.

For more information, see “— We have identified a material weakness in our internal control over financial reporting, which could, if not effectively remediated, result in material misstatements in our financial statements, and a failure to meet our reporting and financial obligations .” Failure to comply with Sarbanes-Oxley could potentially subject us to sanctions or investigations by the SEC, Nasdaq, or other regulatory authorities.

Additionally, this failure could negatively affect the market price and trading liquidity of our common stock, restrict our access to the capital markets, cause investors to lose confidence in our reported financial information, and generally materially and adversely impact our business and financial condition.

We have identified material weaknesses in our internal control over financial reporting, which could, if not effectively remediated, result in material misstatements in our financial statements, and a failure to meet our reporting and financial obligations.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and errors in our financial statements and operate successfully as a public company.

We have identified a material weakness in our internal control over financial reporting, which could, if not effectively remediated, result in material misstatements in our financial statements, and a failure to meet our reporting and financial obligations.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports, prevent fraud and errors in our financial statements and operate successfully as a public company.

As discussed in “Item 9A.

Controls and Procedures,” our management and independent registered public accounting firm have concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025.

We are actively engaged in developing and implementing a remediation plan designed to address these material weaknesses and are committed to remediating them as promptly as possible.

However, we cannot be certain that the current material weaknesses in internal control will be remediated and our internal control over financial reporting will be considered effective going forward.

We are actively engaged in developing and implementing a remediation plan designed to address the underlying material weakness and are committed to remediating it as promptly as possible.

However, we cannot be certain that the current material weakness in internal control will be remediated and our internal control over financial reporting will be considered effective going forward.

Because of its inherent limitations, our system of internal control over financial reporting may not prevent or detect every misstatement.

If we are unable to remediate the existing material weaknesses in our internal controls over financial reporting and achieve effective internal control, or if we identify additional material weaknesses in our internal control over financial reporting, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC.

If we are unable to remediate the existing material weakness in our internal controls over financial reporting and achieve effective internal control, or if we identify additional material weaknesses in our internal control over financial reporting, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC.

If this occurs, we also could become subject to sanctions or investigations by the SEC or other regulatory authorities.

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We prioritize the management of cybersecurity risk and the protection of information across our enterprise by embedding data protection and cybersecurity risk management in our operations.

Our processes for assessing, identifying, and managing material risks from cybersecurity threats have been integrated into our overall risk management system and processes.

Our processes for assessing, identifying, and managing material risks from cybersecurity threats have been integrated into our overall risk management system and processes and are designed to protect the confidentiality, integrity, and availability of our information systems, safeguard our intellectual property and sensitive data, and ensure the resilience of our services .

As a foundation of this approach, we have implemented a layered governance structure to help assess, identify, manage and report cybersecurity risks.

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To protect our network and information systems from cybersecurity threats, we use various security tools and policies that help prevent, identify, escalate, investigate, resolve and recover from identified vulnerabilities and security incidents in a timely manner.

These include, but are not limited to, internal reporting, monitoring and detection tools.

We have a number of policies and procedures supporting the cybersecurity program, including a comprehensive enterprise cybersecurity incident response plan which is activated in the event of a cybersecurity incident.

These include, but are not limited to, internal reporting, monitoring and detection tools and a unified Security Information and Event Management (“SIEM”) platform, which aggregates and analyzes log data from across our entire environment.

We have a number of policies and procedures supporting the cybersecurity program, including a robust enterprise cybersecurity incident response plan, which is activated in the event of a cybersecurity incident.

The incident response plan is a detailed playbook that specifies how Gogo classifies, responds to, and recovers from cybersecurity incidents and includes notification procedures that vary depending on the significance of the incident.

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We also engage external auditors to review our cybersecurity program and controls, as well as engage third parties to perform penetration testing and vulnerability scanning of our public and private assets.

With respect to third-party service providers , we obligate our vendors to adhere to privacy and cybersecurity measures through various contractual provisions to the extent possible, and we perform risk assessments of vendors as appropriate from time to time, which includes a vendor’s ability to protect data from unauthorized access.

As described in Item 1A “Risk Factors,” our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks.

Computer viruses, hackers, employee or vendor misconduct and other external hazards could expose our information systems and those of our vendors to security breaches, cybersecurity incidents or other disruptions, any of which could materially and adversely affect our business, including the loss of customer confidence, reputational harm, our operating results and our financial condition.

With respect to third-party service providers , including our Cloud Service Providers (“CSPs”), we obligate our vendors to adhere to privacy and cybersecurity measures through various contractual provisions to the extent possible, and we perform risk assessments of vendors as appropriate from time to time, which includes a vendor’s ability to protect data from unauthorized access, and ongoing monitoring to ensure our vendors adhere to our security standards.

We define and manage a shared responsibility model with our CSPs to ensure there are no gaps in security coverage and review their System and Organization Controls (“SOC”) 2 reports as part of our due diligence process.

We face ongoing risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

See “ Item 1A .

Risk Factors - We periodically are and could in the future be adversely affected if we or our third party suppliers or service providers suffer service interruptions or delays, technology failures, damage to equipment or system disruptions or failures arising from, among other things, force majeure events, cybersecurity incidents or other malicious activities.

” We have insurance designed to cover certain expenses relating to cybersecurity incidents;

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While we have experienced cybersecurity incidents, to date, we do not believe that we experienced a material cybersecurity incident during the fiscal year ended December 31, 2025.

The sophistication of cybersecurity threats, including through the use of artificial intelligence, continues to increase, and the controls and preventative actions we take to reduce the risk of cybersecurity incidents and protect our systems, including the regular testing of our cybersecurity incident response plan, may be insufficient.

In addition, new technology that could result in greater operational efficiency such as our contemplated use of artificial intelligence may further expose our computer systems to the risk of cybersecurity incidents.

The sophistication of cybersecurity threats, including through the use of AI, continues to increase, and the controls and preventative actions we take to reduce the risk of cybersecurity incidents and protect our systems, including the regular testing of our cybersecurity incident response plan, may be insufficient.

In addition, new technology that could result in greater operational efficiency such as our contemplated use of AI may further expose our computer systems to the risk of cybersecurity incidents.

Our cybersecurity governance model, aligned with the NIST Cybersecurity Framework 2.0, provides for robust oversight from both the Board of Directors and senior management, ensuring that cybersecurity risk is managed as a critical component of our enterprise risk.

As part of our overall risk management approach, we prioritize the identification and management of cybersecurity risk at several levels, which involves Board and Audit Committee oversight, senior and department executive leadership focus and commitment, and employee training.

Our Audit Committee, comprised entirely of independent directors from our Board, oversees the Board’s responsibilities relating to the operational (including information technology (“IT”) risks, business continuity and data security) risk affairs of the Company.

Our Audit Committee, comprised entirely of independent directors from our Board, oversees the

Board’s responsibilities relating to the operational (including information technology (“IT”) risks, business continuity and data security) risk affairs of the Company.

Our Audit Committee is informed of such risks through annual assessments, quarterly reporting and regular updates from members of the Company’s executive leadership team, cybersecurity and data privacy leadership team, as well as the Internal Audit team.

The Audit Committee reports to the Board of Directors regarding its activities, including those related to cybersecurity, and may request the CISO to brief the Board of Directors on the status of cybersecurity and risk management programs, as well as relevant cyber-incidents and threats.

Our Senior Vice President, Chief Information Security Officer (“CISO”), leads our cybersecurity team and has over 16 years of experience establishing and leading comprehensive cybersecurity programs.

Our CISO retired from the United States Navy, where he served in various roles with increasing responsibility, most recently serving as the Director of Operations – Navy Cyber Defense

Operations Command.

Our CISO retired from the United States Navy, where he served in various roles with increasing responsibility, most recently serving as the Director of Operations – Navy Cyber Defense Operations Command.

In that role, our CISO led a team of 450 personnel overseeing networks with more than 800,000 endpoints and more than 200 IT, Cloud, Legacy, and Operational Technology networks globally.

We believe that our CISO’s technical expertise and background assist us with the navigation of the extensive regulatory framework to which we are subject as a federal contractor, including the achievement of the Cybersecurity Maturity Model Certification (“CMMC”) program.

We believe that our CISO’s technical expertise and background assists us with the navigation of the extensive regulatory framework to which we are subject as a federal contractor, including the achievement of the Cybersecurity Maturity Model Certification (“CMMC”) program.

We believe we are well-positioned to meet the requirements of CMMC and are preparing for certification.

15 unchanged sentences

We continuously seek to promote awareness of cybersecurity risk through communication and education of our employee population, and have a mandatory training program which covers privacy and cybersecurity (including phishing tests) and records and information management.

With respect to third party service providers, we obligate our vendors to adhere to privacy and cybersecurity measures, and we perform risk assessments of vendors, including their ability to protect data from unauthorized access.

We lease our corporate headquarters office located in Broomfield, Colorado which is used by our senior management as well as by the Gogo BA segment for sales, research and development, customer service and administrative purposes.

The Gogo BA segment also leases a warehouse in Broomfield and an office in Chicago, Illinois .

The Company operates from a combination of owned and leased properties.

We lease our corporate headquarters office located in Broomfield, Colorado, which is used by our senior management as well as for sales, research and development, customer service and administrative purposes.

The Company also leases a warehouse in Broomfield, an engineering and manufacturing facility in Ottawa, Canada, three business offices in the United States, and seven business offices internationally.

The Broomfield headquarters lease expires in 2029.

The Satcom Direct segment owns and occupies two properties in Melbourne, Florida, which house its main corporate facility and data center.

The main corporate facility is currently listed for sale.

Satcom Direct also leases an engineering and manufacturing facility in Ottawa, Canada as well as two offices in the United States and seven offices internationally.

The Company owns and occupies two properties in Melbourne, Florida, which house a corporate facility and a data center.

Both properties are currently listed for sale.

We believe that our current facilities are adequate for the foreseeable future.

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 1A. Risk Factors