What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-03-14 · 295 added, 334 removed, 971 unchanged (39% of the section changed)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

Opinion on the Financial Statements

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In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2025, expressed an adverse opinion on the Company's internal control over financial reporting because of material weaknesses.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2026, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition of Satcom Direct, LLC and certain of its affiliates and subsidiaries (collectively, “Satcom Direct”) — Refer to Note 1 and Note 2 to the financial statements

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill — Refer to Notes 1 and 8 to the financial statements

Critical Audit Matter Description

The Company completed the acquisition of Satcom Direct for $440.7 million on December 3, 2024.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including software of $55.2 million and service customer relationships of $144.6 million (the "acquired intangible assets").

Management estimated the fair value of the software using the relief from royalty method.

Management estimated the fair value of the service customer relationships using the multi-period excess earnings method, which is a discounted cash flow method.

The fair value determination of software and service customer relationships required management to make significant estimates and assumptions related to future cash flows and the selection of the discount rates.

We identified the fair value of acquired software and service customer relationships from the Satcom Direct acquisition as a critical audit matter because of the significant assumptions and estimates used in the valuation of the acquired intangible assets that possess higher degrees of complexity and sensitivity to the valuations.

This required a high degree of audit judgment and an increased extent of effort, including the need to involve our internal fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions.

The significant assumptions and estimates management makes to fair value the acquired intangible assets primarily relate to the future projected revenue and the discount rates applied to the future cash flows.

The Company performed a quantitative goodwill impairment assessment as of its annual test date of October 1, 2025, and determined that it was not more likely than not that the fair value of the reporting unit was below its carrying value as of such date.

The Company’s quantitative goodwill impairment assessment involved comparing the carrying value of the Company’s reporting unit to the estimated fair value of the reporting unit which is based on both the market and income approaches to estimate fair value.

The quantitative goodwill impairment assessment requires the Company to make significant estimates and assumptions related to the determination of the fair value of the reporting unit.

Changes in these assumptions could have a significant impact on either the fair value of the reporting unit, the amount of any goodwill impairment charge, or both.

The Company's goodwill balance is $193 million as of December 31, 2025, and the quantitative goodwill impairment assessment performed as of October 1, 2025 resulted in the fair value of the reporting unit in excess of its carrying value.

Therefore, no goodwill impairment charge was recorded.

We identified goodwill as a critical audit matter because of (i) the significant judgments inherent in management’s estimates while developing the fair value measurement of the reporting unit including forecasted revenue growth rates, forecasted earnings before income taxes, depreciation and amortization (“EBITDA”) margins, discount rate, long-term growth rate, and the selection of financial multiples of comparable companies;

(ii) a high degree of auditor judgment and subjectivity in performing our audit procedures;

an increased extent of effort involved using professionals with specialized skill and knowledge to evaluate the reasonableness of management's estimates and assumptions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to future projected revenue and the selection of the discount rates applied to the future cash flows for the acquired intangible assets included the following, among others:

• We assessed the reasonableness of management’s future projected revenue by comparing the projections to historical results, certain peer companies, industry data, and Board of Directors presentations.

• We evaluated whether the future projected revenue was consistent with evidence obtained in other areas of the audit.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rates by:

• Testing the source information underlying the determination of the discount rates and testing the mathematical accuracy of the calculation.

• Developing a range of independent estimates and comparing those to the discount rates selected by management.

Our audit procedures related to the preparation of the forecasted revenue growth rates and forecasted EBITDA margins, and the selection of the discount rate, long-term growth rate, and financial multiples of comparable companies used in the quantitative goodwill impairment assessment for the Company’s reporting unit included the following:

• We tested the effectiveness of controls over the annual goodwill impairment assessment, including those over the preparation of the forecasted revenue growth rates and forecasted EBITDA margins, and the selection of the discount rate, long-term growth rate, and financial multiples of comparable companies used in the fair value measurement.

• We performed sensitivity analyses of the forecasted revenue growth rates, forecasted EBITDA margins, discount rate, and long-term growth rate to evaluate the reasonableness of management’s assumptions.

• We evaluated the reasonableness of the forecasted revenue growth rates and forecasted EBITDA margins by comparing the assumptions to (i) similar metrics for guideline public companies and (ii) third-party macroeconomic and industry data.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the selection of the discount rate, long-term growth rate, and financial multiples of comparable companies, along with the valuation methodology.

Earnout Consideration — Refer to Notes 1 and 2 to the financial statements

Critical Audit Matter Description

On December 3, 2024, the Company completed its acquisition of Satcom Direct, LLC (“Satcom Direct”) for consideration at close of the acquisition of $448 million, which included the fair value of contingent consideration related to a potential earnout provision.

During the year, the earnout consideration associated with the Satcom Direct acquisition was remeasured and subsequent changes to the fair value of the earnout consideration were recorded within the consolidated statement of operations.

As of December 31, 2025, the Company determined the fair value of the earnout consideration to be $71.9 million, which represents a ‘Level 3’ fair value measurement in the fair value hierarchy due to the significant unobservable inputs used in determining the fair value and the use of management judgment for key assumptions.

As of December 31, 2025, $33.0 million of the earnout consideration is included in Other non-current liabilities on the Consolidated Balance Sheets, with the remainder in Accrued liabilities.

Auditing the valuation of the earnout consideration was complex and required significant auditor judgment due to the use of a Monte Carlo simulation model and the high degree of subjectivity in evaluating certain assumptions required to estimate the fair value of the earnout consideration.

In particular, the fair value measurement was sensitive to the significant assumptions underlying the estimated forecasted gross profit projections of Satcom Direct and the risk-adjusted discount rate.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasted gross profit projections and risk-adjusted discount rate used in the Company’s earnout consideration valuation included the following:

• We tested the effectiveness of controls over the earnout consideration, including those over the preparation of forecasted gross profit projections and the selection of the risk-adjusted discount rate to estimate the fair value of the earnout consideration.

• We evaluated the reasonableness of management’s forecasted gross profit projections by comparing the forecasts to third-party macroeconomic and industry data.

• We evaluated whether the forecasted gross profit projection assumptions used were consistent with evidence obtained in other areas of the audit.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the selection of the risk-adjusted discount rate, along with the valuation methodology.

/s/ Deloitte & Touche, LLP

March 14, 2025

February 27, 2026

We have served as the Company's auditor since 2007.

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Interest expense

Change in fair value of earnout liability

Loss on extinguishment of debt

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Changes in fair value of cash flow hedges

Other comprehensive income (loss), net of tax

Comprehensive income

Other comprehensive loss, net of tax

Comprehensive (loss) income

See the Notes to Consolidated Financial Statements

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Accretion of debt discount

Change in fair value of earnout liability

Change in fair value of convertible note and gain on sale of equity investment

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Purchases of property and equipment

Acquisition of intangible assets—capitalized software

Acquisition of intangible assets

Acquisition of Satcom Direct, net of cash acquired

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and Subsidiaries

Consolidated Statements of St ockholders’ Equity (Deficit)

Consolidated Statements of St ockholders’ Equity

(in thousands, except share data)

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Issuance of common stock in connection with employee stock purchase plan

Settlement of convertible notes

Settlement of prepaid forward shares

Repurchase of common stock

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Issuance of common stock in connection with employee stock purchase plan

Shares issued in acquisition of Satcom Direct

Repurchase of common stock

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Issuance of common stock in connection with employee stock purchase plan

Shares issued in acquisition of Satcom Direct

Repurchase of common stock

Retirement of treasury stock

Balance at December 31, 2025

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All intercompany transactions and account balances have been eliminated.

As a result of the Company’s acquisition of Satcom Direct on December 3, 2024, as described in Note 2, “Acquisition of Satcom Direct,” the Company has two reportable segments as of December 31, 2024:

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

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

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

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

Segments - As a result of the Company’s acquisition of Satcom Direct on December 3, 2024, as described in Note 2, “Acquisition of Satcom Direct,” the Company initially had two reportable segments on December 3, 2024:

the legacy pre-acquisition operations of the Company and the acquired entities of Satcom Direct.

However, during the third quarter of 2025, the Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, started making resource and operating decisions by evaluating the performance and business results of the consolidated company.

As such, the Company has a single reportable segment as of December 31, 2025.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

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However, actual results could differ materially from those estimates.

Reclassifications - Certain reclassification adjustments and updates have been made to the prior periods’ financial statements and notes to conform to the current period’s presentation.

Cash, Cash Equivalents and Short-Term Investments - We consider cash and cash equivalents to be short-term, highly liquid investments that have the following characteristics:

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However, due to the inherent additional risk associated with a long-term receivable, an additional provision for credit loss is applied to contract asset balances that will diminish over time as the contract nears its expiration date.

We also record an estimate of expected credit loss associated with the New Revolving Credit Facility, as defined and described in Note 17, “Commitments and Contingencies.” The current expected credit loss allowance methodology is developed using an estimate of future borrowings under the agreement and specific credit risk profile of the borrow.

While the New Revolving Credit Facility is undrawn as of December 31, 2024, the current expected credit allowance is included in Accrued liabilities on the Consolidated Balance Sheets.

Upon drawdown of the revolver, the liability will be classified as an allowance against the loan receivable.

Estimates are used to determine the expected loss allowances.

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Cash amounts with restrictions of twelve months or less are included in Prepaid expenses and other current assets and amounts restricted for greater than twelve months are included in Other non-current assets in our consolidated balance sheets.

Our restricted cash balances were $ 0.5 million and $ 0.3 million as of December 31, 2024 and 2023 , respectively, and consisted of letters of credit issued for the benefit of the landlord of our office location in Chicago, IL and the tower operator for certain of our cell sites in Canada.

Our restricted cash balances were $ 0.5 million and $ 0.5 million as of December 31, 2025 and 2024 , respectively, and consisted of letters of credit issued for the benefit of the landlords of our various office locations and the tower operators for certain of our cell sites.

Concentrations of Credit Risk - Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents.

All cash and cash equivalents are invested with creditworthy financial institutions.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Income Tax - We use an asset- and liability-based approach in accounting for income taxes.

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We also consider the existence of any uncertain tax positions and, as necessary, provide a reserve for any uncertain tax positions at each reporting date.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

See Note 15, “Income Tax,” for further details.

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Repairs and maintenance costs are expensed as incurred.

Assets Held for Sale - Assets that meet the accounting requirements to be classified as held for sale are separated in a disposal group and are included in assets held for sale on the consolidated balance sheets.

At the time we classify an asset as held for sale, we cease recording depreciation and amortization.

These assets are measured and reported at the lower of the carrying amount or its estimated fair value, less estimated costs to sell.

Software Development Costs - We capitalize costs for network and non-network software developed or obtained for internal use during the application development stage.

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We perform our annual impairment tests during the fourth quarter of each fiscal year.

We assess qualitative factors to determine the likelihood of impairment.

We assess qualitative and quantitative factors to determine the likelihood of impairment.

Our qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory environment, industry and market conditions, financial performance versus budget and any other events or circumstances specific to the indefinite-lived intangible assets.

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If our qualitative analysis indicates more testing is required, or if we elect not to perform a qualitative analysis, we will apply the quantitative impairment test method.

The results of our annual indefinite-lived intangible asset impairment assessments for 2024, 2023 and 2022 indicated no impairment.

Our quantitative impairment assessment considers both the market and income approaches to estimate fair value.

Specific for goodwill impairment testing, the market approach estimates fair value using financial multiples of comparable companies.

The income approach estimates fair value based upon projections of future revenues, expenses, and cash flows discounted to their respective present values.

The resu lts of our annual indefinite-lived intangible asset impairment assessments for 2025, 2024 and 2023 indicated no impairment.

and Subsidiaries

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Intangible assets that are deemed to have a finite life are amortized over their useful lives as follows:

OEM and dealer relationships

Service customer relationships

Tradename and other intangible assets

OEM and dealer relationships

See Note 8, “Intangible Assets,” for further details.

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Government Assistance - In July 2023, the Company elected to participate in the Federal Communications Commission (“FCC”) Secure and Trusted Communications Networks Reimbursement Program (the “FCC Reimbursement Program”).

There is no applicable authoritative guidance under GAAP to account for this government grant.

There is currently no effective applicable authoritative guidance under GAAP to account for this government grant.

Therefore, we have elected to apply International Accounting Standard (“IAS”) 20 Accounting for Government Grants and Disclosure of Government Assistance by analogy.

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Our stock-based compensation expense is recognized over the applicable vesting period and is included in the same operating expense line items in the consolidated statements of operations as the base cash compensation paid to the underlying employees .

See Note 14, “Stock-Based Compensation and 401(k) Plan,” for further information.

See Note 14, “Stock-Based Compensation and Retirement Plans,” for further information.

Treasury Stock - When the Company’s stock is retired or repurchased for constructive retirement (with or without an intention to retire the stock formally in accordance with applicable laws), any excess of par or stated value over the cost of treasury shares is credited to additional paid-in capital.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Leases - We have operating lease agreements for which w e have recorded lease liabilities and right-of-use assets for leases primarily related to cell sites, data centers and office buildings.

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Our cell site leases generally have terms of five to ten years , with renewal options for an additional five to 25 years .

For certain cell sites, the renewal options are deemed to be

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

reasonably certain to be exercised.

For certain cell sites, the renewal options are deemed to be reasonably certain to be exercised.

Our data center leases have original terms between one to four years with unlimited one-year renewal options, some of which are reasonably certain to be exercised.

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See Note 9, “Long-Term Debt and Other Liabilities,” for further information.

Comprehensive Income - Comprehensive income for the years ended December 31, 2024, 2023 and 2022 is net income plus or minus unrealized gains and losses on foreign currency translation adjustments and the changes in fair value of cash flow hedges.

Comprehensive (Loss) Income - Comprehensive (loss) income for the years ended December 31, 2025, 2024 and 2023 is net income plus or minus unrealized gains and losses on foreign currency translation adjustments and the changes in fair value of cash flow hedges.

Foreign Currency Translation - The assets and liabilities of foreign subsidiaries are prepared in their respective functional currencies and translated into U.S.

Dollars based on the exchange rates in effect on the balance sheet date.

Items in the consolidated statements of operations are translated at the average exchange rates for the periods presented.

The related translation adjustments are recorded in accumulated other comprehensive income on the consolidated balance sheets.

Gains and losses resulting from foreign currency transactions are recognized in other (income) expense, net on the consolidated statements of operations.

Recently Issued Accounting Pronouncements

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Accounting standards adopted:

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This guidance is effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods after December 15, 2024.

We adopted this standard for the annual period ended December 31, 2024 using a retrospective method.

See Note 13, “Business Segments,” for further information.

Accounting standards not yet adopted:

In December 2023, the FASB issued ASU No.

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This guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and the amendments should be applied on a prospective basis, however, retrospective application is permitted.

As this guidance only impacts disclosures, we do not expect the adoption to have a material impact on our consolidated financial statements.

In November 2024, the FASB issues ASU No.

The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

See Note 15, “Income Tax,” for further information.

Accounting standards not yet adopted:

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income (Subtopic 220-40):

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We are currently evaluating the impact that this guidance will have upon our consolidated financial statements and related notes.

Acquisition of Satcom Direct

On December 3, 2024 (the “Closing”), the Company completed the previously announced acquisition of 100 % of the issued and outstanding equity interests in Satcom Direct , LLC, a Delaware limited liability company (f/k/a Satcom Direct, Inc., a Florida corporation) and certain of its affiliates and their collective subsidiaries (collectively, “Satcom Direct”), pursuant to the terms of the purchase agreement, dated as of September 29, 2024 (the “Purchase Agreement”).

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

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

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

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

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

In September 2025, the FASB issued ASU No.

2025-06, Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which details the criteria for capitalization of internal-use software costs.

The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, and may be adopted on a prospective, modified, or retrospective transition approach, and early adoption is permitted.

We are currently evaluating the impact that this guidance will have upon our consolidated financial statements and related notes.

In December 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities , which establishes authoritative guidance on the recognition, measurement, presentation and disclosure

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

of government grants.

The ASU is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted.

We are currently evaluating the impact that this guidance will have upon our consolidated financial statements and related notes.

Acquisition of Satcom Direct

On December 3, 2024 (the “Closing”), the Company completed its acquisition of 100 % of the issued and outstanding equity interests in Satcom Direct , LLC, a Delaware limited liability company (f/k/a Satcom Direct, Inc., a Florida corporation) and certain of its affiliates and their collective subsidiaries (collectively, “Satcom Direct”), pursuant to the terms of the purchase agreement, dated as of September 29, 2024 (the “Purchase Agreement”).

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

Satcom Direct sells its in-flight connectivity and communication services and equipment globally through their international sales force to OEMs, governments, military, and private fleet companies, among others.

In accordance with the terms of the Purchase Agreement, on the Closing the Company purchased all of the issued and outstanding equity interests in Satcom Direct in exchange for:

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The Cash Consideration was financed via the Company’s $ 250 million HPS Credit Agreement (as defined below) and the remainder with cash on hand.

The Earnout Consideration has an estimated fair value of $ 53 million and is included in Other non-current liabilities on the Consolidated Balance Sheets as of December 31, 2024.

As of December 31, 2025 and 2024, the Earnout Consideration has an estimated fair value of $ 71.9 million and $ 53.0 million, respectively.

As of December 31, 2025, $ 33.0 million of the Earnout Consideration is included in Other non-current liabilities on the Consolidated Balance Sheets, with the remainder in Accrued liabilities.

As of December 31, 2024, the entire amount of the earnout liability was included in Other non-current liabilities.

The fair value of the Earnout Consideration was calculated using a Monte Carlo simulation based on future gross profit projections of Satcom Direct, gross profit volatility rates of comparable companies and a risk adjusted discount rate.

The fair value measurement was based on significant unobservable inputs and thus represents a Level 3 measurement.

The following table summarizes Closing fair value of the Acquisition Consideration ( in thousands ):

The following table summarizes the fair value of the Acquisition Consideration at Closing ( in thousands ):

Estimated Aggregate Acquisition Consideration

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Estimated fair value of Earnout Consideration

Preliminary fair value of estimated aggregate Acquisition Consideration

The Company allocated the purchase price to the net identifiable tangible and intangible assets acquired and liabilities assumed based on their preliminary estimated fair values as of the date of acquisition using the acquisition method of accounting for business combinations.

Fair value of estimated aggregate Acquisition Consideration

The Company allocated the purchase price to the net identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition using the acquisition method of accounting for business combinations.

The excess of the purchase price over the estimated fair value of the net assets and liabilities was allocated to goodwill.

The Company determined the preliminary estimated fair values after review and consideration of relevant information as of the acquisition date, including discounted cash flows, quoted market prices and estimates made by management.

The fair values assigned to tangible and intangible assets acquired and liabilities assumed are preliminary based on management's estimates and assumptions and may be subject to change as additional information is received.

The Company expects to finalize the valuation as soon as practicable, but not later than one year from the Closing.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the Closing based on the preliminary purchase price allocation ( in thousands ):

The Company determined the estimated fair values after review and consideration of relevant information as of the Closing, including discounted cash flows, quoted market prices and estimates made by management.

The Company finalized its fair value determination of the acquired assets and assumed liabilities during the fourth quarter of 2025.

During the year ended December 31, 2025, measurement period adjustments were recorded to increase Goodwill by $ 8.4 million primarily related to the fair value of certain liabilities that were not finalized as of the Closing and deferred tax impacts related to the allocation of goodwill.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the Closing based on the purchase price allocation and measurement period adjustments ( in thousands ):

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Preliminary Aggregate Purchase Price Allocation

Preliminary fair value of estimated total Acquisition Consideration

Aggregate Purchase Price Allocation

Fair value of estimated total Acquisition Consideration

Assets acquired

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Net assets acquired

The allocation of the purchase price presented above was based on management's preliminary estimate of the fair values of the acquired assets and assumed liabilities using valuation techniques including income, cost and market approaches.

The allocation of the purchase price presented above was based on management's estimate of the fair values of the acquired assets and assumed liabilities using valuation techniques including income, cost and market approaches.

These valuation techniques incorporate the use of future projected revenues and cash flows as well as estimated discount rates.

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Inventories were valued using a combination of the comparative sales method, which estimated the expected sales price of the products, reduced by all costs expected to be incurred to complete the inventory, as well as a profit on the sale and estimated replacement cost.

Assets held for sale represent the main corporate facility of Satcom Direct and associated land in Melbourne, Florida.

The Company engaged a broker and expects to sell the assets within the next twelve months.

Assets held for sale represent the corporate facility of Satcom Direct and associated land in Melbourne, Florida.

Assets held for sale were valued using the income approach less the direct costs associated with selling the assets.

Additionally, in the fourth quarter of 2025, the Company decided to sell its data center and associated land in Melbourne, Florida and moved those assets to Assets held for sale on the Consolidated Balance Sheets as of December 31, 2025.

The Company expects to sell the assets within the next twelve months.

Property and equipment, net were valued using a combination of the cost and market approaches.

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The estimated fair value of operating leases was determined based on current market terms, which resulted in a net unfavorable adjustment to the right-of-use asset.

After assessing the preliminary fair value of the net assets acquired and liabilities assumed, the Company recorded goodwill of $ 184.2 million .

Of the total goodwill amount, $ 173.8 million is attributable to the U.S.

entities and is deductible for U.S.

After assessing the preliminary fair value of the net assets acquired and liabilities assumed, the Company recorded goodwill of $ 184.2 million as of December 31, 2024.

As a result of subsequent measurement period adjustments, the balance of acquired goodwill increased to $ 192.6 million as of December 31, 2025.

Of the total goodwill amount, $ 164.1 million is expected to be deductible for U.S.

income tax purposes.

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The following table summarizes the key information underlying identifiable finite lived intangible assets related to the Satcom Direct acquisition ( in thousands ):

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Weighted Average Estimated Useful Life (In Years)

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Total intangible assets

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

The amounts of revenue and loss before income taxes of Satcom Direct since the Closing included in the Consolidated Statements of Operations for the year ended December 31, 2024 are $ 40.2 million and $ 21.5 million, respectively.

Transaction costs for the year ended December 31, 2024 were $ 19.8 million and were recorded in General and Administrative expense on the Consolidated Statements of Operations.

Additionally, pre-existing change of control bonuses with the Satcom Direct seller were modified during negotiations of the Purchase Agreement in favor of the Company.

The modification resulted in certain change of control bonus payments at closing, which were expensed.

The remainder of the change in control bonus payments relating to certain senior leaders of the Company vest over a two-year period post-closing.

The change of control bonus payments made at closing were $ 29.7 million and included in General and Administrative expense on the Consolidated Statements of Operations.

Supplemental Pro-Forma Information (Unaudited)

The following table presents supplemental pro-forma information for the years ended December 31, 2024 and 2023 as if the acquisition of Satcom Direct had occurred on January 1, 2023 ( in thousands ).

The following table presents supplemental pro-forma information for the years ended December 31, 2024 and 2023 as if the acquisition of Satcom Direct had occurred on January 1, 2023.

The amounts have been calculated after applying the Company’s accounting policies and are based upon currently available information.

The unaudited pro-forma information for all periods presented includes the following adjustments, where applicable, for business combination accounting effects resulting from the acquisition:

(i) the change in Cost of Equipment to reflect the fair value change in inventory, (ii) incremental stock compensation expense, and adjustments for change in control bonuses that vest after close as post-combination compensation expense, (iii) additional Depreciation and amortization expense related to the step up in fair value for finite-lived intangible assets and property and equipment acquired, (iv) removal of historical interest expense associated with Satcom Direct’s historical indebtedness which was extinguished upon consummation of the acquisition and additional interest expense related to financing the acquisition (refer to Note 9, “Long-Term Debt and Other Liabilities,” for additional information), and (v) the related tax effects assuming the acquisition occurred on January 1, 2023.

Pre-acquisition revenue and net income amounts for Satcom Direct were derived from the books and records prepared prior to the acquisition and are presented for informational purposes only and do not purport to be indicative of the results of future operations or of the results that would have occurred had the acquisition taken place as of the dates noted below.

The unaudited pro-forma information for the periods presented includes the following adjustments, where applicable, for business combination accounting effects resulting from the acquisition:

(i) the change in Cost of Equipment to reflect the fair value change in inventory, (ii) incremental stock compensation expense, and adjustments for change in control bonuses that vest after the Close as post-combination compensation expense, (iii) additional Depreciation and amortization expense related to the step up in fair value for finite-lived intangible assets and property and equipment acquired, (iv) removal of historical interest expense associated with Satcom Direct’s historical indebtedness which was extinguished upon consummation of the acquisition and the addition of interest expense related to financing the acquisition (refer to Note 9, “Long-Term Debt and Other Liabilities,” for additional information), and (v) the related tax effects assuming the acquisition occurred on January 1, 2023.

For the Year Ended December 31,

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Basic and diluted earnings per share have been calculated using the weighted-average number of common shares outstanding for the period.

Diluted earnings per share was computed using the treasury stock method for stock-based compensation and the if-converted method for the 2022 Convertible Notes.

Diluted earnings per share was computed using the treasury stock method for stock-based compensation.

Contingently issuable shares are only included in the diluted earnings per share computation once all necessary conditions have been satisfied.

The shares of common stock effectively repurchased in connection with the Forward Transactions (as defined and described in Note 9, “Long-Term Debt and Other Liabilities”) were considered participating securities requiring the two-class method to calculate basic and diluted earnings per share.

Net earnings were allocated between shares of common stock and participating securities on a one-to-one basis.

Refer to Note 9, “Long-Term Debt and Other Liabilities,” for further information.

The diluted earnings per share calculations exclude the effect of stock options, deferred stock units, RSUs, PSUs, convertible notes and the potential Earnout Consideration when the computation is anti-dilutive.

The diluted earnings per share calculations exclude the effect of stock options, deferred stock units, RSUs, PSUs and the potential Earnout Consideration when the computation is anti-dilutive.

For the years ended December 31, 2025, 2024 and 2023, the weighted average number of shares excluded from the computation was 32.0 million , 4.6 million and 1.8 million shares, respectively.

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2024, 2023 and 2022;

however, for the reasons described above, the shares associated with the Forward Transactions are excluded from the computation of basic earnings per share ( in thousands, except per share amounts ):

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2025, 2024 and 2023 ( in thousands, except per share amounts ):

For the Years Ended December 31,

Income (Numerator)

Shares (Denominator)

Per Share Amount

Income (Numerator)

Shares (Denominator)

Per Share Amount

Income (Numerator)

Shares (Denominator)

Per Share Amount

Participation rights on Forward Transactions

Basic Earnings Per Share

Undistributed income

Effect of Dilutive Securities

Stock-based compensation

2022 Convertible Notes

Diluted Earnings Per Share

Undistributed income and assumed conversions

Weighted average shares outstanding

Earnings per share - basic

For the Years Ended December 31,

Average shares

Weighted average shares outstanding

Effect of dilutive securities - stock-based compensation

Total weighted average diluted shares outstanding

Earnings per share - diluted

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Revenue Recognition

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We expect to recognize approximately 36 % of our connectivity and entertainment service RPO within the next year, approximately 48 % in one to five years and the remaining 16 % in five to ten years .

The remaining $ 16 million of the RPO represents future equipment revenue that is expected to be recognized primarily within the next three years as equipment is shipped.

The remaining $ 12 million of the RPO represents future equipment revenue that is expected to be recognized primarily within the next three y ears as equipment is shipped.

Disaggregation of revenue

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For the Year Ended December 31,

Satcom Direct

Service revenue

Service revenue by type

Satellite broadband

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Narrowband and other

Total service revenue

Total service revenue by type

Service revenue by market

Business aviation

Military / Government

Total service revenue by market

Equipment revenue

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Contract assets represent the aggregate amount of revenue recognized in excess of billings and recoverable contract costs primarily for certain sales programs.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Our current and non-current deferred revenue balances totaled $ 36.0 million and $ 41.3 million as of December 31, 2025 and 2024, respectively.

Deferred revenue includes, among other things, prepayments for equipment and subscription connectivity products.

For the year ended December 31, 2025, we recognized revenue of $ 38.2 million that was previously included in the beginning balance of deferred revenue.

Government Assistance

FCC Reimbursement Program

On July 15, 2022, the Company was notified that it was approved for participation in the FCC Reimbursement Program, designed to reimburse providers of advanced communications services for reasonable costs incurred in the required removal, replacement, and disposal of covered communications equipment or services, that have been deemed to pose a national security risk, from their networks.

On July 15, 2022, the Company was notified that it was approved for participation in the FCC Reimbursement Program, designed to reimburse providers of advanced communications services for reasonable costs incurred in the required removal, replacement, and disposal of covered communications equipment or services from their networks that have been deemed to pose a national security risk.

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

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

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

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

Program participants are subject to a number of conditions and requirements under the FCC’s rules including a requirement that they submit their first reimbursement request by July 17, 2023 and certify that they have developed a plan to permanently remove, replace and dispose of covered equipment or services within one year following the first reimbursement request.

Due to an initial shortfall in the amount appropriated by Congress to fund the FCC Reimbursement

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Program, approximately $ 132 million of the approved amount was initially allocated to the Company under the program.

Following passage of the Fiscal Year 2025 National Defense Authorization Act (the “FY 2025 NDAA”), the Company was allocated its full approved amount of approximately $ 334 million.

and the program completion deadline was extended to May 8, 2026.

Program participants are subject to a number of conditions and requirements under the FCC’s rules including a requirement that they submit their first reimbursement request by the initial July 2023 deadline and certify that they have developed a plan to permanently remove, replace and dispose of covered equipment or services within one year following the first reimbursement request.

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

The Company, with the assistance of an advisor engaged to help administer the program, submitted and received its first reimbursement claim in July 2023.

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

As a result, the Company sought and has been granted two six-month extensions by the FCC, currently extending the program completion deadline to July 21, 2025, but the Company expects to require additional extensions past that date.

Based on discussions with our vendors supporting the program regarding lead times for network equipment, we plan to petition the FCC for multiple extensions, as outlined in our application for the FCC Reimbursement Program.

The Company, with the assistance of an advisor engaged by the Company to help administer the program, timely submitted its first reimbursement request and received its first disbursement of funds in July 2023, establishing a one year deadline for Gogo to complete the program.

Following an initial draw down disbursement from the funding authorized by the FY 2025 NDAA, the FCC established a program-wide completion deadline of May 8, 2026 for all Priority 1 participants, which includes the Company.

The Company expects to require additional extensions past that date.

As of December 31, 2025 and 2024, we have recorded a $ 27.8 million and $ 9.7 million receivable from the FCC, respectively, which is included in Prepaid expenses and other current assets in our Consolidated Balance Sheets.

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Other non-current assets

Operating lease right-of-use assets

The following are the increases to Net income in our Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 (in thousands) :

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General and administrative

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Depreciation and amortization

Composition of Certain Balance Sheet Accounts

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(1) See Note 5, “Government Assistance,” for additional information.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Prepaid expenses and other current assets as of December 31, 2025 and 2024 were as follows ( in thousands ):

Interest rate caps and receivable

FCC reimbursement receivable (1)

Contract assets (1)

Interest rate caps and receivable

Prepaid inventories

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Other non-current assets as of December 31, 2025 and 2024 were as follows ( in thousands ):

Interest rate caps

Contract assets, net of allowances of $ 538 and $ 861 , respectively (1)

Interest rate caps

Revolving credit facility deferred financing costs

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Accrued liabilities as of December 31, 2025 and 2024 were as follows ( in thousands ):

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Earnout liability

Employee compensation and benefits

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Customer credit reserve

Accrued inventory

Network equipment

Warranty reserve

Gogo Galileo development costs

Accrued interest

Total accrued liabilities

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Asset retirement obligations are included in Other non-current liabilities in our consolidated balance sheets and changes for the years ended December 31, 2025 and 2024 consist of the following ( in thousands ):

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Balance at January 1, 2024

Additions from acquisition

Provision for expected credit losses

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Balance at December 31, 2024

Additions from acquisition

Provision for expected credit losses

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Warranties — Changes in our warranty reserve for the years ended December 31, 2025 and 2024 were as follows ( in thousands ):

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Balance – January 1, 2024

Additions from acquisition

Accruals for warranties issued

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Balance – December 31, 2024

Additions from acquisition

Accruals for warranties issued

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Goodwill and Other Intangible Assets

Our intangible assets are comprised of indefinite- and finite-lived intangible assets and goodwill.

We own the rights to 3 MHz of ATG spectrum in the nationwide 800 MHz Commercial Air-Ground Radiotelephone band (the “3 MHz FCC License”), which is used in the operation of our ATG network, and the license for 1 MHz of ATG spectrum in the nationwide 800MHz Commercial Air-Ground Radiotelephone band (the “1 MHz FCC License”).

Together we refer to the 3 MHz FCC License and the 1 MHz FCC License as the “FCC Licenses.” The FCC Licenses were originally issued with 10-year terms and we have renewed both licenses for subsequent 10-year terms.

Our intangible assets are comprised of both indefinite-lived and finite-lived intangible assets and goodwill.

We own the rights to ATG spectrum in the nationwide 800 MHz Commercial Air-Ground Radiotelephone band (the “FCC Licenses”), which are used in

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

the operation of our ATG network.

The FCC Licenses were originally issued with 10-year terms and we have renewed the licenses for subsequent 10-year terms.

Such licenses are subject to further renewal by the FCC, and renewals of licenses held by others have occurred routinely and at nominal cost.

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Software also includes software embedded in the equipment that we sell to our customers.

Changes in the carrying value of goodwill by reportable segment during the years ended December 31, 2024 and 2023 were as follows ( in thousands ):

Satcom Direct

Changes in the carrying value of goodwill during the years ended December 31, 2025 and 2024 were as follows ( in thousands ):

Balance at January 1, 2024

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Activity in 2025

Measurement period adjustments

Balance at December 31, 2025

Our goodwill balance was $ 184.8 million and $ 0.6 million as of December 31, 2024 and 2023, respectively.

Refer to Note 2, “Acquisition of Satcom Direct,” for further information on the 2024 change in goodwill.

We have preliminarily allocated goodwill to segments of the Company.

As the Company finalizes the estimation of the fair value of assets acquired and liabilities assumed, additional adjustments to the amount of goodwill and the allocation to each segment may be necessary.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Refer to Note 2, “Acquisition of Satcom Direct,” for further information on the acquisition-related goodwill balance and measurement period adjustments.

Our intangible assets, other than goodwill, as of December 31, 2025 and 2024 were as follows ( in thousands ):

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Amortized intangible assets (1) :

Tradename and other intangible assets

Service customer relationships

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Long-Term Debt and Other Liabilities

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Long-term debt as of December 31, 2025 and 2024 was as follows ( in thousands ):

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The 2021 Term Loan Facility matures on April 30, 2028.

On December 3, 2024, Gogo and GIH entered into a second amendment to the 2021 Credit Agreement, by and among, Gogo, GIH, guarantors party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders party thereto, among other purposes, (a) increase the aggregate principal amount of revolving commitments available under the 2021 Credit Agreement to an aggregate amount of revolving commitments equal to $ 122 million and (b) extend the maturity date of the revolving facility to December 3, 2029 (subject to such maturity date springing to the date that is 90 days prior to the then-current maturity date of (a) the

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

2021 Term Loan Facility under the 2021 Credit Agreement and (b) the HPS Term Loan Facility under the HPS Credit Agreement under certain conditions).

The 2021 Term Loan Facility amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the 2021 Term Loan Facility.

The 2021 Term Loan Facility amortizes in quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the 2021 Term Loan Facility.

There are no amortization payments under the Revolving Facility.

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Additionally, unused commitments under the Revolving Facility are subject to a fee ranging from 0.25 % to 0.50 % per annum depending on GIH’s senior secured first lien net leverage ratio.

As of December 31, 2024 , the fee for unused commitments under the Revolving Facility was 0.25 % and the applicable margin was 4.00 % for SOFR rate loans and 3.00 % for alternate base rate loans.

As of December 31, 2025 , the fee for unused commitments under the Revolving Facility was 0.25 % and the applicable margin was 4.00 % for SOFR rate loans and 3.00 % for alternate rate loans.

The 2021 Facilities may be prepaid at GIH’s option at any time without premium or penalty (other than customary breakage costs), subject to minimum principal payment amount requirements.

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• 50 % of annual excess cash flow (as defined in the 2021 Credit Agreement), subject to reduction to 25 % and 0 % if specified senior secured first lien net leverage ratio targets are met.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

The 2021 Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants.

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As of December 31, 2025 and 2024, the outstanding principal amount of the 2021 Term Loan Facility was $ 601.4 million and $ 601.4 million, respectively, the unaccreted debt discount was $ 1.2 million and $ 1.7 million, respectively, and the net carrying amount was $ 600.2 million and $ 599.8 million, respectively.

We paid approximately $ 21.6 million of loan origination and financing costs related to the 2021 Facilities, of which $ 1.9 million related to the second amendment to the 2021 Credit Agreement, which are being accounted for as deferred financing costs on our

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

consolidated balance sheets and are amortized over the terms of the 2021 Facilities.

We paid approximately $ 21.6 million of loan origination and financing costs related to the 2021 Facilities, which are being accounted for as deferred financing costs on our consolidated balance sheets and are amortized over the terms of the 2021 Facilities.

Total amortization expense was $ 2.9 million , $ 2.5 million and $ 2.4 million, respectively, for the years ended December 31, 2025, 2024 and 2023 and is included in interest expense in our consolidated statements of operations.

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Subject to certain exceptions and de minimis thresholds, the HPS Term Loan Facility is subject to mandatory prepayments in an amount equal to:

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

• 100 % of the net cash proceeds of certain asset sales, insurance recovery and condemnation events;

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The HPS Credit Agreement contains customary events of default, which, if any of them occurred, would permit or require the principal, premium, if any, and interest on all of the then outstanding obligations under the HPS Term Loan Facility to be due and payable immediately.

As of December 31, 2024, the outstanding principal amount of the HPS Term Loan Facility was $ 249.4 million , the unaccreted debt discount was $ 4.9 million and the net carrying amount was $ 244.5 million .

As of December 31, 2025 and 2024, the outstanding principal amount of the HPS Term Loan Facility was $ 246.9 million and $ 249.4 million, respectively, the unaccreted debt discount was $ 3.6 million and $ 4.9 million, respectively, and the net carrying amount was $ 243.3 million $ 244.5 million, respectively.

We paid approximately $ 2.2 million of loan origination and financing costs related to the HPS Credit Agreement which are being accounted for as deferred financing costs on our consolidated balance sheets and are amortized over the term of the HPS Credit Agreement.

Total amortization expense was less than $ 0.1 million for the year ended December 31, 2024 and is included in interest

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

expense in our consolidated statements of operations.

As of December 31, 2024, the balance of unamortized deferred financing costs related to the HPS Credit Agreement was $ 2.1 million .

Total amortization expense was $ 0.6 million and less than $ 0.1 million, respectively, for the years ended December 31, 2025 and 2024 and is included in interest expense in our consolidated statements of operations.

As of December 31, 2025 and 2024, the balance of unamortized deferred financing costs related to the HPS Credit Agreement was $ 1.6 million and $ 2.1 million, respectively.

On December 3, 2024, Gogo, GIH, and the Guarantors entered into a guarantee agreement (the “HPS Guarantee Agreement”) in favor of HPS Investment Partners, LLC, as collateral agent (the “HPS Collateral Agent”), whereby GIH and the Guarantors guarantee the obligations under the HPS Term Loan Facility and certain other secured obligations as set forth in the HPS Guarantee Agreement, and GIH and the Guarantors entered into a collateral agreement (the “HPS Collateral Agreement”), in favor of the Collateral Agent, whereby GIH and the Guarantors grant a security interest in substantially all of their respective tangible and intangible assets (including the equity interests in each direct material wholly-owned U.S.

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The liens granted under the HPS Term Loan Facility are subject to an intercreditor agreement and are pari passu with the liens granted under the 2021 Term Loan Facility.

2022 Convertible Notes

In 2018, we issued $ 237.8 million aggregate principal amount of 6.00 % Convertible Senior Notes due 2022 (the “2022 Convertible Notes”) in private offerings to qualified institutional buyers, including pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in concurrent private placements.

In 2021, $ 135.0 million aggregate principal amount of 2022 Convertible Notes was converted by holders and settled through the issuance of 24,353,006 shares of common stock.

In May 2022, the remaining $ 102.8 aggregate principal amount of 2022 Convertible Notes was converted by holders into 17,131,332 shares of common stock.

Thorndale Farm Private Equity Fund 2, LLC, an entity affiliated with our Executive Chair of the Board, held $ 8.0 aggregate principal amount of 2022 Convertible Notes that was converted into 1,333,333 shares of common stock.

We incurred approximately $ 8.1 million of issuance costs related to the issuance of the 2022 Convertible Notes that were amortized over the term of the 2022 Convertible Notes using the effective interest method.

Total amortization expense was $ 0.4 million for the year ended December 31, 2022 and is included in Interest expense in the consolidated statements of operations.

See Note 11, “Interest Costs,” for additional information.

The 2022 Convertible Notes had an initial conversion rate of 166.6667 common shares per $ 1,000 principal amount of 2022 Convertible Notes, which was equivalent to an initial conversion price of approximately $ 6.00 per share of our common stock.

Prior to conversion, the shares of common stock subject to conversion were considered in the diluted earnings per share calculations under the if-converted method if their impact was dilutive.

Forward Transactions

In connection with the issuance of our 3.75 % Convertible Senior Notes due 2020 (the “2020 Convertible Notes”), we paid approximately $ 140.0 million to enter into prepaid forward stock repurchase transactions (the “Forward Transactions”) with certain financial institutions (the “Forward Counterparties”), pursuant to which we purchased approximately 7.2 million shares of common stock for settlement on or around the March 1, 2020 maturity date for the 2020 Convertible Notes, subject to the ability of each Forward Counterparty to elect to settle all or a portion of its Forward Transactions early.

On December 11, 2019, we entered into an amendment to one of the Forward Transactions (the “Amended and Restated Forward Transaction”) to extend the expected settlement date with respect to approximately 2.1 million shares of common stock held by one of the Forward Counterparties, JPMorgan Chase Bank, National Association (the “2022 Forward Counterparty”), to correspond with the May 15, 2022 maturity date for the 2022 Convertible Notes.

As a result of the Forward Transactions, total shareholders’ equity within our consolidated balance sheets was reduced by approximately $ 140.0 million.

In March 2020, approximately 5.1 million shares of common stock were delivered to us in connection with the Forward Transactions.

In April 2021, approximately 1.5 million shares of common stock were delivered to us in connection with the Amended and Restated Forward Transaction.

In May 2022, the approximately 0.6 million shares that were remaining under the Amended and Restated Forward Transaction were delivered to us.

There are no longer any additional prepaid forward stock repurchase transactions outstanding.

Derivative Instruments and Hedging Activities

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Accordingly, the earnings impact of the derivatives designated as cash flow hedges is recorded upon the recognition of the variable interest payments related to the hedged debt.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

In May 2021, we purchased interest rate caps with an aggregate notional amount of $ 650.0 million for $ 8.6 million.

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We record the effective portion of changes in the fair value of our cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassify these amounts into earnings in the period during which the hedged transaction is recognized.

The amounts included in accumulated other comprehensive income will be reclassified to interest expense in the event the hedges are no longer considered effective, in accordance with ASC 815, Derivatives and Hedging .

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

amounts included in accumulated other comprehensive income will be reclassified to interest expense in the event the hedges are no longer considered effective, in accordance with ASC 815, Derivatives and Hedging .

During the year ended December 31, 2023, fully offsetting unrealized gains and losses were incurred from our cash flow hedges that were considered ineffective as a result of a voluntary partial de-designation of the hedge relationship related to a prepayment of our existing variable-rate debt discussed in Note 9, “Long-Term Debt and Other Liabilities.” No gains or losses of our cash flow hedges were considered to be ineffective and reclassified from other comprehensive income (loss) to earnings for the years ended December 31, 2025 and 2024 .

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These models take into account a variety of factors including, where applicable, maturity, interest rate yield curves, and counterparty credit risks.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Interest Costs

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Refer to Note 10, “Derivative Instruments and Hedging Activities,” for fair value information relating to our interest rate caps.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Investment in Convertible Note:

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The Company elected the fair value option for the Investment in Convertible Note to eliminate complexities of applying certain accounting models.

The fair value of the Investment in Convertible Note is measured using Level 3 (unobservable) inputs.

The Company, with the assistance of a third-party valuation specialist, determined the fair value using a binomial lattice model.

The significant assumptions used in the model include the yield, equity volatility, outstanding principal, remaining term, stated interest rate, risk-free interest rate and the current publicly available stock price.

The yield is estimated using similar security yields for companies with similar credit ratings.

Equity volatility is estimated based on observed equity volatility for similar companies.

The outstanding principal, remaining term and stated interest rate are all determined based on contractually defined terms and the risk-free interest rate is determined by reference to the U.S.

Treasury yield curve in effect at the time of measurement for time periods approximately equal to the remaining time to maturity.

The reconciliation of beginning and ending balances of the Investment in Convertible Note as of December 31, 2025 were as follows (in thousands) :

For the Year Ended December 31,

Balance at beginning of period

Investment in Convertible Note

Balance at January 1, 2024

Change in fair value

Balance at end of period

Balance at December 31, 2024

Change in fair value

Balance at December 31, 2025

Long-Term Debt:

As of December 31, 2024, our only financial assets and liabilities disclosed but not measured at fair value are the 2021 Term Loan Facility and the HPS Term Loan Facility, which are reflected on the consolidated balance sheets at cost.

As of December 31, 2023, only the 2021 Term Loan Facility was disclosed but not measured at fair value.

As of December 31, 2025 and 2024, our only financial assets and liabilities disclosed but not measured at fair value are the 2021 Term Loan Facility and the HPS Term Loan Facility, which are reflected on the consolidated balance sheets at cost.

The fair value measurements are classified as Level 2 within the fair value hierarchy since they are based on quoted market prices of our instruments in markets that are not active.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

We estimated the fair values of the 2021 Term Loan Facility and the HPS Term Loan Facility by calculating the upfront cash payments a market participant would require to assume these obligations.

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See Note 9, “Long-Term Debt and Other Liabilities,” for further information.

(3) Carrying value of the HPS Term Loan Facility reflects the unaccreted debt discount of $ 4.9 million as of December 31, 2024.

(3) Carrying value of the HPS Term Loan Facility reflects the unaccreted debt discount of $ 3.6 million and $ 4.9 million, respectively, as of December 31, 2025 and 2024.

See Note 9, “Long-Term Debt and Other Liabilities,” for further information.

Business Segments

As a result of the Company’s acquisition of Satcom Direct, as described in Note 2, “Acquisition of Satcom Direct,” the Company has two reportable segments as of December 31, 2024:

Gogo BA and Satcom Direct.

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

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

Corporate costs are primarily included within the Gogo BA segment.

Business Segment

The accounting policies of the operating segments are the same as those described in Note 1, “Summary of Significant Accounting Policies.” Intercompany transactions between segments are excluded as they are not included in management’s performance review of the segments.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”).

The CODM makes resource and operating decisions by evaluating performance and business results of the segments’ net income (loss).

Results attributable to the Satcom Direct segment are for the period beginning on the Closing through December 31, 2024.

Information regarding our reportable segments is as follows ( in thousands ):

The CODM makes resource and operating decisions by evaluating performance and business results of the consolidated company.

As a result, the Company has a single reportable segment, with net income (loss) utilized as the performance measure.

Information regarding consolidated revenues by geographic area is as follows (in thousands) :

and Subsidiaries

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For the Years Ended December 31,

Satcom Direct

Service revenue

Equipment revenue

Total revenue

Operating expenses:

Cost of service revenue (exclusive of items shown below)

Cost of equipment - product

Cost of equipment - other

Total cost of equipment revenue (exclusive of items shown below)

Engineering, design and development

Sales and marketing

General and administrative

Depreciation and amortization

Total operating expenses

Operating income (loss)

Other expense (income):

Interest income

Interest expense

Loss on extinguishment of debt

Other (income) expense, net

Total other expense

Income (loss) before income taxes

Income tax provision (benefit)

Net income (loss)

Other segment disclosures:

Consolidated capital expenditures

Information regarding consolidated revenues by geographic area is as follows (in thousands) :

For the Years Ended December 31,

United States

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No customer accounted for more than 10 % of total revenue for the years ended December 31, 2025, 2024 and 2023 and no customer accounted for more than 10 % of accounts receivable as of December 31, 2025 or 2024 .

Stock-Based Compensation and 401(k) Plan

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Stock-Based Compensation and Retirement Plans

As of December 31, 2025, we maintained the 2024 Omnibus Equity Incentive Plan (the “2024 Plan”), which replaced the Second Amended and Restated Gogo Inc.

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The majority of our equity grants are awarded on an annual basis.

Additionally, in connection with the Company’s acquisition of Satcom Direct on December 3, 2024, 2,275,000 shares were granted, consisting of a combination of RSUs and performance-based restricted stock units (“PSUs”) (together, the “Inducement Awards”) by the Compensation Committee.

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

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Except as otherwise approved by the Compensation Committee, all options that are unvested as of the date on which a recipient’s employment terminates, as well as vested options that are not exercised within a prescribed period following termination, are forfeited and become available for future grants.

Options granted beginning in 2010 but prior to the Option Exchange (as defined below) include options that (a) vest in specified increments over a four-year period, (b) vest on the date of grant for certain options granted to non-employee members of our Board of Directors or (c) vest on the first anniversary of the date of grant for certain options granted to non-employee members of our Board of Directors.

In June 2020, we consummated an option exchange program that was approved by our stockholders at the annual meeting held on April 29, 2020 in which previously outstanding eligible options (which excluded options granted for service by non-executive members of our Board of Directors) to purchase 6,664,773 shares of common stock were surrendered and cancelled and we granted replacement options (the “Replacement Options”) in exchange for the tendered options.

Of the 4,168,455 options we granted in 2020, 2,896,383 w ere Replacement Options.

The Replacement Options vested in a single installment on December 31, 2022.

Beginning in 2013, we granted RSUs, which generally vest in equal annual increments over a four-year period.

We grant RSUs, which generally vest in equal annual increments over a four-year period.

Vested RSUs will be settled, at the discretion of the Compensation Committee, in shares of our common stock or in cash equal to the value of the applicable number of shares of our common stock on the vesting date.

We also granted DSUs to directors, some of which vest on the grant date and others on the first anniversary of the grant date.

We also grant DSUs to directors, some of which vest on the grant date and others on the first anniversary of the grant date.

DSUs will be settled in shares of our common stock after the director ceases to serve as a director.

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Total stock-based compensation expense

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

A summary of stock option activity for the year ended December 31, 2025 is as follows:

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Options exercisable – December 31, 2025

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Notes to Consolidated Financial Statements – (Continued)

The total grant date fair value of stock options vested in 2024, 2023 and 2022 was approximately $ 0.1 million, $ 0.3 million and $ 18 million, respectively.

The total grant date fair value of stock options vested in 2024 and 2023 was approximately $ 0.1 million and $ 0.3 million, respectively.

The following table summarizes the activities for our unvested RSUs, PSUs and DSUs for the year ended December 31, 2025:

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The PSUs have an indefinite contractual life and are expensed over the estimated expected life of the award.

We estimate the fair value of PSUs using a Monte Carlo simulation.

We estimated the fair value of PSUs using a Monte Carlo simulation.

The significant assumptions used in the Monte Carlo simulation were as follows:

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As of December 31, 2025 , 552,959 sh ares remained available for purchase under the ESPP.

401(k) Plan - Under our 401(k) plan, all employees who are eligible to participate are entitled to make tax-deferred contributions, subject to Internal Revenue Service limitations.

We match 100 % of the employee’s first 4 % of contributions made, subject to annual limitations.

Our matching contributions were $ 2.8 million , $ 2.3 million, and $ 2.1 million for the years ended December 31, 2024, 2023 and 2022 , respectively.

Retirement Plans - We have a 401(k) plan for U.S.-based employees, as well as various defined contribution plans for international employees.

Under our 401(k) plan, all employees who are eligible to participate are entitled to make tax-deferred

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Notes to Consolidated Financial Statements – (Continued)

contributions, subject to Internal Revenue Service limitations.

We match 100 % of the employee’s first 4 % of 401(k) contributions made, subject to annual limitations.

Our matching contributions for all plans were $ 4.1 million , $ 2.8 million, and $ 2.3 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

For financial reporting purposes, the income before income taxes included the following components for the years ended December 31, 2025, 2024, and 2023 ( in thousands ):

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Income before income taxes

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Notes to Consolidated Financial Statements – (Continued)

Significant components of the provision (benefit) for income taxes for the years ended December 31, 2025, 2024, and 2023 are as follows ( in thousands ):

For the Years Ended December 31,

The provision (benefit) for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2024, 2023, and 2022 as a result of the following items:

The provision (benefit) for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2025, 2024, and 2023 as a result of the following items (dollars in thousands):

For the Year Ended December 31,

federal statutory tax rate

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects

Effect of changes in tax laws or rates enacted in the current period

Effect of cross border tax laws

Global Intangible Low-Taxed Income

Research and development credits

Changes in valuation allowances

Nontaxable or nondeductible items

Nondeductible officer's compensation

Excess tax benefits on stock-based compensation

Foreign branch income/(loss)

Changes in unrecognized tax benefits

Capital loss expiration

Income tax provision

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

(1) State taxes in California, Illinois and New York City made up the majority (greater than 50%) of the effect in this category.

For the Years Ended December 31,

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State income taxes-net of federal tax benefit

Research and development credits

Nondeductible officer's compensation

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Effective tax rate

In addition to the Deferred income taxes on the consolidated balance sheets, the Company has a deferred tax liability of $ 4.7 million related to foreign entities included in Other non-current liabilities as of December 31, 2024.

The following table presents income taxes paid (net of refunds received) for the year ended December 31, 2025 in the following jurisdictions ( in thousands ):

Total income tax payments

Total state income tax payments

United Kingdon

Total foreign income tax payments

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

In addition to the Deferred income taxes on the consolidated balance sheets, the Company has a deferred tax liability of $ 1.5 million and $ 4.7 million related to foreign entities included in Other non-current liabilities as of December 31, 2025 and 2024, respectively.

Components of the net deferred income tax asset as of December 31, 2025 and 2024 are as follows ( in thousands ):

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Section 174 costs

Intangible assets

Total deferred income tax assets

Deferred income tax liabilities:

Indefinite-lived intangible assets

Intangible assets

Right-of-use asset

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Net deferred income tax asset

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

We regularly assess the need for a valuation allowance related to our deferred income tax assets to determine, based on the weight of all available positive and negative evidence, whether it is more likely than not that some or all of such deferred assets will not be realized.

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The Company’s valuation allowance decreased by $ 6.2 million.

The decrease primarily related to the expiration of an unused state tax attribute and a reduction in certain foreign net operating losses.

This decrease was partially offset by valuation allowances established through the opening balance sheet for Canadian deferred tax assets acquired from Satcom Direct of $ 3.7 million.

Refer to Note 2, “Acquisition of Satcom Direct,” for further information.

The decrease primarily related to the expiration of an unused U.S.

federal and state capital loss tax attributes, partially offset by the establishment of a valuation allowance on state net operating loss carryforwards.

Management believes the remaining deferred tax assets are more likely than not to be realized based on the weight of available positive and negative evidence.

The valuation allowances pertain to certain state tax credits, foreign net operating losses (NOLs), and capital loss carryforwards.

The valuation allowances pertain to foreign and state net operating losses.

Management believes it is more likely than not that these deferred tax assets will not be realized as of December 31, 2025.

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We have recorded a deferred tax asset of $ 54.4 million , $ 18.4 million , and $ 15.2 million for federal NOLs, state NOLs, and foreign NOLs, respectively, reflecting the benefit of these loss carryforwards.

The foreign NOLs are primarily comprised of Canadian NOLs of $ 43.6 million.

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

The Canadian NOL carryforward begins to expire in 2034.

On December 3, 2024, Gogo Direct Holdings LLC completed its acquisition of Satcom Direct.

See Note 2, “Acquisition of Satcom Direct,” for further information on the Purchase Agreement.

income tax purposes, the acquisition of the U.S group was treated as a deemed asset acquisition whereby the Company received a step up in basis of the acquired assets and liabilities.

The acquisition of the foreign operations was treated as a stock acquisition for local income tax purposes, whereby the Company acquired the carryover tax basis in the foreign operations' assets and liabilities.

The Company recorded a net deferred tax liability of $ 3.8 million through the opening balance sheet related to this acquisition.

Uncertain Tax Positions - As of December 31, 2024, the total amount of gross unrecognized tax benefits was $ 1.7 million.

As of December 31, 2023 , the total amount of gross unrecognized tax benefits was $ 1.9 million.

We do not expect a change in the unrecognized tax benefits within the next 12 months.

Uncertain Tax Positions - As of December 31, 2025 and 2024, the total amount of gross unrecognized tax benefits was $ 2.0 million and $ 1.7 million, respectively.

The aggregate change in the balance of gross unrecognized tax benefits, which excludes interest and penalties for the years ended December 31, 2025 and 2024 is as follows (in thousands) :

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Notes to Consolidated Financial Statements – (Continued)

For the Year Ended December 31,

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No penalties or interest related to uncertain tax positions were recorded for the years ended December 31, 2025, 2024 or 2023.

We do no t expect a change in the unrecognized tax benefits within the next 12 months.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

All undistributed earnings, to the extent there are any, will remain permanently reinvested to support existing working capital needs in the international subsidiaries.

The Company has not provided for deferred taxes on outside basis differences for investments in its international subsidiaries that are unrelated to unremitted earnings as these basis differences will be indefinitely reinvested.

The amount of unrecognized deferred tax liability does not have a material impact on the financial statements.

The following is a summary of our lease expense included in the consolidated statement of operations (in thousands) :

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Total lease cost

(1) Includes short-term and variable lease cost.

Other information regarding our leases is as follows (in thousands, except lease terms and discount rates) :

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Finance leases

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Annual future minimum lease payments as of December 31, 2025 (in thousands) :

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Such commitments will become payable as we receive the hardware components or as development services are provided.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

On September 18, 2024, we entered into an amendment (the “Amendment”) to that certain OneWeb Distribution Partner Agreement by and between Gogo Business Aviation LLC and Network Access Associates Limited (“Eutelsat OneWeb”), dated as of May 19, 2022 and as previously amended on October 5, 2022 (the “Original Agreement”).

Pursuant to the Original Agreement, Gogo partners with Eutelsat OneWeb to utilize its global low earth orbit satellite network.

Pursuant to the Amendment, Gogo has made a total guaranteed minimum commitment of $ 52.5 million over a four-year term, with an option to extend.

Following the initial term, the Amendment will automatically renew for successive one-year periods unless one party provides written notice of its intent not to renew, and either party may terminate the Amendment for breach or for insolvency rights.

The Amendment also contains customary terms regarding confidentiality, indemnification and limitation of liability.

On May 17, 2024, Airspan Networks Holdings Inc.

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(“Fortress”) agreed in principle to each provide fifty percent (50%) of a new first lien revolving facility in an aggregate committed principal amount of $ 20.0 million (the “New Revolving Credit Facility”).

Unless otherwise extended by the parties, any amounts outstanding under the New Revolving Credit Facility shall be due and payable in full on the first anniversary of the closing date of the New Revolving Credit Facility.

The Plan, including the Company’s participation in the New Revolving Credit Facility, was approved by the Bankruptcy Court for the District of Delaware on June 28, 2024.

On June 27, 2024, Airspan and the Company amended the Master Service Agreement, dated November 25, 2019.

Further, on October 11, 2024, in connection with Airspan becoming a private company, the Company, Airspan and Fortress executed the necessary documents for the New Revolving Credit Facility to become effective .

The New Revolving Credit Facility was undrawn as of December 31, 2024.

On January 23, 2025, Airspan borrowed $ 5.0 million under the New Revolving Credit Facility, of which $ 2.5 million was the Company’s obligation.

In June 2022, we entered into a supply and product support agreement (the “SPSA”) with Hughes Network Systems, LLC (“Hughes”), providing for our purchase from Hughes of airborne half duplex (“HDX”) antennas for use on a LEO satellite network, and the performance by Hughes of services related thereto.

Under the SPSA, we commit to purchase, over a seven-year period that began on completion of a project milestone that occurred in the second half of 2024, HDX antennas with an estimated aggregate purchase price of approximately $ 170 million.

During the contractual seven-year period, Hughes may not sell substantially similar equipment to other purchasers in our primary target market.

In March 2023, we amended the SPSA, pursuant to which, we committed to purchase, over a seven-year period that will begin on completion of a project milestone currently expected to occur in mid-2025, full duplex (“FDX”) antennas with an estimated aggregate purchase price of approximately $ 102 million.

The Company accrued a contingent liability of $ 5.0 million in Accrued liabilities in the Consolidated Balance Sheets as of December 31, 2024 for state and local taxes in a variety of jurisdictions for periods between 2010 and 2023 related to Satcom Direct’s pre-acquisition business activities.

While the Company believes that the reserve represents the best current estimate of any potential liability in the area of state and local taxes, there can be no assurance that the outcome of discussions with any state taxing authority will not result in the payment of state sales taxes for prior periods, or that the amount of any such payments will not be materially different than the liability currently recorded.

Pursuant to the terms of the Purchase Agreement, the Company has accrued a $ 5.0 million indemnification receivable in Prepaid expenses and other current assets in the Consolidated Balance Sheets as of December 31, 2024.

Over the course of the first seven months of 2025, Airspan borrowed the full amount of the New Revolving Credit Facility, of which $ 10 million was the Company’s obligation.

In August 2025, the Company, Airspan and Fortress agreed to amend the New Revolving Credit Facility to remove the Company as a lender under that agreement and the outstanding amount of $ 10.0 million was repaid to the Company.

The Company accrued a contingent liability of $ 0.7 million and $ 5.0 million, respectively, in Accrued liabilities in the Consolidated Balance Sheets as of December 31, 2025 and 2024 for state and local taxes in a variety of jurisdictions for periods between 2010 and 2025 r elated to Satcom Direct’s business activities.

While the Company believes that the reserve represents the best current estimate of any potential liability in state and local taxes, there can be no assurance that the outcome of discussions with any state taxing authority will not result in the payment of state sales taxes for prior periods, or that the amount of any such payments will not be materially different than the liability currently recorded.

Pursuant to the terms of the Purchase Agreement, the Company has accrued a $ 0.6 million and $ 5.0 million indemnification receivable, respectively, in Prepaid expenses and other current assets in the Consolidated Balance Sheets as of December 31, 2025 and 2024.

See Note 2, “Acquisition of Satcom Direct,” for further information on the Purchase Agreement.

SmartSky Litigation – On February 28, 2022 , SmartSky Networks, LLC brought suit against Gogo Inc.

SmartSky Litigation – On February 28, 2022 , SmartSky Networks, LLC (“SmartSky”) brought suit against Gogo Inc.

and its subsidiary Gogo Business Aviation LLC in the U.S.

District Court for the District of Delaware (the “Court”) alleging that Gogo 5G infringes four patents owned by the plaintiff.

On February 21, 2023, the plaintiff amended its complaint to allege that Gogo 5G infringes two additional patents recently issued to the plaintiff.

On February 21, 2023, the plaintiff amended its complaint to allege that Gogo 5G infringes two additional patents that had been recently issued to the plaintiff.

The suit seeks compensatory damages as well as treble damages for alleged willful infringement and reimbursement of plaintiff's costs, disbursements and attorneys' fees.

On May 29, 2024, Gogo Inc.

and its subsidiary Gogo Business Aviation LLC amended its answer and counterclaims in the same suit, alleging that three of the six patents asserted by SmartSky are unenforceable due to inequitable conduct before the U.S.

and its subsidiary Gogo Business Aviation LLC amended their answer and counterclaims in the same suit, alleging that three of the six patents asserted by the plaintiff are unenforceable due to inequitable conduct before the U.S.

Patent Office.

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.

We continue to vigorously defend our position in the infringement suit.

A number of dispositive motions were filed on October 25, 2025, and the Court issued orders resolving those motions.

SmartSky’s motions were denied.

Gogo’s motion for summary judgment of invalidity on one of SmartSky’s asserted patents was granted.

The Court also gra nted Gogo’s motion for summary judgment of no lost profits and Gogo’s motion to exclude SmartSky’s damages expert’s opinions on lost profits and reasonable royalty damages.

On November 17, 2025, the Court commenced a jury trial on the plaintiff’s claims.

On November 21, 2025, the jury determined that Gogo willfully infringed the plaintiff’s asserted patents and returned a verdict in the total amount of $ 22.7 million.

A one-day bench trial is scheduled on March 4, 2026, to address Gogo’s inequitable conduct defense.

Post-trial briefs on the jury trial are due March 18, 2026, and post-trial briefs on the bench trial are due March 30, 2026.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

expected to be completed on these motions by May 8, 2026.We continue to vigorously defend our position in the infringement suit to challenge both the verdict and the amount of the award in the trial court and will do so in the appellate court if necessary.

The outcome of the underlying litigation is inherently uncertain.

No amounts have been accrued for any potential losses under this matter, as we cannot reasonably predict the outcome of the litigation or any potential losses.

No judgment has been entered and Gogo has not paid any portion of the award.

On March 5, 2024, Gogo Inc.

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On April 10, 2024, the Court held that Gogo's counterclaims would proceed under a separate schedule and would be tried separately from SmartSky's claims.

The court entered a scheduling order for Gogo’s counterclaims on January 14, 2025 with a trial date of March 8, 2027.

On December 16, 2024, SmartSky Networks, LLC sued Gogo Inc.

and its subsidiaries alleging that Gogo maintains an illegal monopoly over air-to-ground broadband inflight connectivity products and services and has blocked SmartSky from entering the market in violation of antitrust laws.

On December 31, 2025, Gogo Inc.

and its subsidiary Gogo Business Aviation LLC amended their counterclaims to add Apcela IFC JV, LLC as a counterclaim defendant.

Under a schedule agreed upon by the parties, fact discovery and claim construction proceedings will be substantially completed by June 26, 2026, and expert discovery by September 25, 2026, with dispositive motions to follow.

A trial date has been scheduled for March 8, 2027.

On December 16, 2024, SmartSky sued Gogo Inc.

and its subsidiaries in the U.S.

District Court for the Western District of North Carolina alleging that Gogo maintains an illegal monopoly over air-to-ground broadband inflight connectivity products and services and has blocked SmartSky from entering the market in violation of antitrust laws.

SmartSky also alleges claims of false advertising, unfair and deceptive trade practices, and tortious interference.

The suit seeks actual damages, treble damages, punitive damages, disgorgement of profits, reimbursement of plaintiff's

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

costs, attorneys' fees, pre- and post-judgment interest, and interest on actual damages.

The suit seeks actual damages, treble damages, punitive damages, disgorgement of profits, reimbursement of plaintiff's costs, attorneys' fees, pre- and post-judgment interest, and interest on actual damages.

On March 14, 2025, Gogo Inc.

and its subsidiary Gogo Business Aviation LLC filed a motion to dismiss for failure to state a claim.

That motion is still pending.

Fact discovery is set to be completed by June 5, 2026, and expert discovery by September 10, 2026, with dispositive motions to follow.

A trial date has not been set.

We will vigorously defend our position in this lawsuit.

The outcome of the litigation is inherently uncertain.

No amounts have been accrued for any potential losses under this matter, as we cannot reasonably predict the outcome of the litigation or any potential losses.

From time to time we may become involved in legal proceedings arising in the ordinary course of our business.

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Regardless of the outcome of any particular litigation and the merits of any particular claim, litigation can have a material adverse impact on our Company due to, among other reasons, any injunctive relief granted, which could inhibit our ability to operate our business, amounts paid as damages or in settlement of any such matter, diversion of management resources and defense costs.

The Company’s accrual for probable and estimable loss contingencies was $ 11.5 million as of December 31, 2025 , and is recorded in Accrued liabilities on the Consolidated Balance Sheets.

Other (income) expense, net on the Consolidated Statements of Operations for the year ending December 31, 2025 includes a $ 10 million accrual for the aforementioned litigation in which we are a defendant.

The Company also recorded a $ 1.0 million receivable for loss recovery during 2025, which is reflected within Prepaid expenses and other current assets on the Consolidated Balance Sheets as of December 31, 2025 and a reduction to expense in Other (income) expense, net on the Consolidated Statements of Operations.

Accumulated Other Comprehensive Income (Loss)

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Balance at December 31, 2025

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Common Stock and Preferred Stock

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We do not expect to incur debt to fund the share repurchase program.

No shares were repurchased during the year ended December 31, 2025.

During the years ended December 31, 2024 and 2023 , we repurchased an aggregate 4.0 million shares and 0.5 million shares, respectively, of our common stock for $ 33.2 million and $ 4.8 million, respectively.

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Notes to Consolidated Financial Statements – (Continued)

During September 2022, we repurchased 1.5 million shares of common stock in a private transaction for an aggregate purchase price of $ 18.3 million.

and Subsidiaries

Notes to Consolidated Financial Statements – (Continued)

Condensed Financial Information of Registrant

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Interest income

Interest expense

Total other (income) expense

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Operating activities:

Amortization of deferred financing costs

Subsidiary equity (gains) losses

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Cash and cash equivalents at end of period

Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data