GOGO 10-K & 10-Q changes, risk factors and insider trading

Our distribution partners may be materially adversely impacted by economic downturns and market disruptions. See “—Adverse economic conditions, including economic slowdowns, and geopolitical instability may have a material adverse effect on our business.” In anticipation of changing economic conditions, OEMs in particular may be more conservative in their production, which may reduce our market opportunities. Further, unfavorable market conditions could cause one or more of our OEMs or dealers to file for bankruptcy, which may have a material adverse effect on our business, financial condition and results of operations.

Our satellite servicesservice businessrevenue relies on the satellites of third parties. For example, we launched Gogo Galileo using Eutelsat OneWeb as our sole LEO satellite network provider. These satellites utilize highly complex technology, operate in the harsh environment of space and are subject to significant operational risks while in orbit. Risks include malfunctions (commonly referred to as anomalies), such as malfunctions in the deployment of subsystems and/or components, interference from electrostatic storms, and collisions with meteoroids, decommissioned spacecraft or other space debris. Anomalies can occur due to various factors, including satellite manufacturer error, problems with the power or control sub-system of a satellite or general failures caused by the harsh space environment. The satellites provided by third parties that we use to provide satellite services have experienced various anomalies in the past and will likely experience anomalies in the future. While some anomalies are covered by insurance policies, others may not be covered or may be subject to large deductibles. In addition, any contractual remedies may be insufficient to cover any related losses. Failures by, or degradations of the satellite performance of, our satellite network providers could affect our business, financial condition and results of operations.

Our equipment and services are sold in competitive markets. We compete against both equipment providers and GEO- and LEO-satellite based telecommunications service providers, as well as resellers of the above, to the business aviation market and military/government market. See “Item 1. Business—Company Overview and Strategy—Competition.” Some of our current or potential future competitors are, or could potentially be, larger, more diversified corporations and have greater financial, marketing, productionproduction, and research and development resources, stronger customer relationships, more experience with regulatory compliance, and with militaries and governments, and/or access to technologies not available to us. As a result, they may bebe, and have in some instances been, better able to withstand pricing pressures and the effects of periodic economic downturns.downturns, as well as win new contracts with our existing customers or prospective customers. Some of our current or future competitors may offer a broader product line to customers. In addition, some of our current or future competitors have developed or may develop satellite direct-to-user capabilities. Our business and results of operations may be materially adversely affected if our competitors develop equipment or services that are superior to our equipment and services, develop equipment or services that are priced more competitively than our equipment and services, develop methods of more efficiently and effectively providing equipment and services, or adapt more quickly than we do to new technologies or evolving customer requirements.

The military/government industry has experienced, and we expect it will continue to experience, significant changes to business practices globally, in part due to changes in the global security and threat environment and an increased focus on affordability, efficiencies, business systems, recovery of costs and a reprioritization of available defense funds. We have experienced and may continue to experience an increased number of audits and challenges to our claims and our business systems for current and past years, as well as longer periods to close audits, broader requests for information and an increased risk of withholdings of payments. The U.S. government has been pursuing and may continue to pursue policies that could negatively impact our profitability, including those that shift additional responsibility and performance risks to the contractor. Changes in procurement practices, including those favoring incentive-based fee arrangements, fixed price development or long-term production programs, different award criteria, non-traditional contract provisions, and contract negotiation offers that indicate what our costs should be, have affected and may in the future affect our profitability and predictability. Additionally, in the last year, the U.S. government has increased the cybersecurity requirements that contractors must comply with, and these requirements are likely to intensify in the upcoming years. The technology, policies, and personnel required to comply with such requirements may be expensive and difficult to deploy. As regulatory requirements increase, the risk of material non-compliance also increases.

Finally, we are subject to the risk of changes in governmental procurement legislation and regulations and other policies, which may reflect military and political developments. For more information, see “—As a U.S. government contractor into our military/government operation,customers, we could be adversely affected by changes in various procurement and other laws and regulations applicable to our industry or any negative findings by the U.S. government as to our compliance with them, as well as by changes in our customers’ business practices globally.”

Our ability to earn revenues from our satellite services depends on the continued operation of the satellite networks provided by our third-party vendors. Each satellite has a limited useful life, referred to as its mission life. There can be no assurance as to the actual operational life of a satellite, which may be shorter than its mission life. A number of factors affect the useful lives of the satellites, including the quality of design and construction, durability of component parts and back-up units, the ability to continue to maintain proper orbit and control over the satellite’s functions, the efficiency of the launch vehicle used, consumption of on-board fuel, degradation and durability of solar panels, the actual space environment experienced and the occurrence of anomalies or other in-orbit risks affecting the satellite. In addition, continued improvements in satellite technology may make satellites obsolete prior to the end of their operational life.

Inflation, changesborder inclosings, public health crises, geopolitical conflicts and proposals for, the enactment of, or increases in, tariff and other trade policies,protection measures by the impositionUnited of duties and tariffsStates (including the recently announced“reciprocal” tariffs on imports from Canada, Mexico, and China), potential retaliatory countermeasures, public health crises and geopolitical conflicts continue to adversely impact the availability and price of electronic components. Additionally, the surging buildout of artificial intelligence-related computing infrastructure has impacted and may continue to impact the availability and pricing of electronic components necessary for our business including, without limitation, semiconductor memory and storage products, e.g., dynamic random access memory (“DRAM”) and NAND flash memory. As a result, we have experienced longer lead times and encountered delays in obtaining electronic components, and we expect longer lead times and delays to continue. In addition, global logistics issues such as shipping logjams, workforce shortages and carrier capacity constraints, have affected and may continue to negatively affect our ability to obtain electronic and other components on a timely basis. Challenges stemming from these global supply chain issues could lead our suppliers and OEMs to claim that they are not obligated to perform their commitments to us due to force majeure provisions in such agreements. We cannot predict how long the component shortages or logistics issues will continue, and a prolonged impact on our supply chain could adversely impact our business in a material way.

We believe that our corporate culture has been a critical component of our success, and have invested substantial time and resources in building and adapting this culture. As we further expand our business and grow internationally, weincluding may find it difficultdue to maintainthe ourintegration corporateof culture.Satcom ForDirect instance,and the onboarding of new management, we recentlyhave acquiredmade Satcomsignificant Direct’s business and employees and we will be required to make certain changesefforts to create a unified culture for our organization and ensure a smooth transition culturally, and may in the combinedfuture organization.find it difficult to maintain such culture. Any failure to manage organizational changes from our expansion, including in our management or employee base, in a manner that preserves the key aspects of our culture could be detrimental to our future success, including by limiting our ability to recruit and retain personnel and to effectively pursue our corporate objectives. For example, we are dedicated to having every employee feel like they have a home at our Company, and our expansion may hinder these efforts. This, in turn, could adversely affect our business, results of operations and financial condition.

In addition, expansion could lead to our organizational structure becoming more complex, and could strain our ability to maintain reliable service levels for our customers (both existing customers of the Company and new customers acquired as a result of Satcom Direct’s business).customers. If we fail to achieve the necessary level of efficiency in our organization as we grow, then our business, results of operations and financial condition could be adversely affected. See “—We are exposed to a variety of risks associated with international operations that could adversely affect our business.”

Competition for key technical personnel in high-technology industries such as ours is intense. We believe that our future success depends in large part on our continued ability to hire, train, retain and leverage the skills of qualified engineers and other highly skilled personnel needed to maintain and grow our ATG networks and related technology and develop and successfully deploy Gogo 5G, Gogo Galileo and other elements of our technology roadmap and new wireless telecommunications products and technology. We may not be as successful as our competitors at recruiting, training, retaining and utilizing these highly skilled personnel. Any failure to recruit, train and retain highly skilled employees may have a material adverse effect on our business. As artificial intelligence (“AI”) evolves and to the extent that we use it more in our business, we may also need to train our employees to use AI effectively and/or realign certain employee roles. As such, any related transition may be difficult, weaken employee morale and retention, and/or impair our competitiveness.

We depend on the continued service and performance of our key personnel. Such individuals have acquired specialized knowledge and skills with respect to Gogo and its operations. As a result, if any of our key personnel were to leave Gogo, we could face substantial difficulty in hiring qualified successors and could experience a loss of productivity while any such successor obtains the necessary training and expertise. We do not maintain key man insurance on any of our officers or key employees. We may also face challenges in connection with designing and executing on succession plans regarding members of senior management, and these challenges may be compounded given the highly specialized nature of our business. In addition, much of our key technology and systems is custom-made for our business by our personnel. The loss of key personnel, including key members of our management team, could disrupt our operations and may have a material adverse effect on our business. See “—The changes in executive management that occurred as part of the acquisition of Satcom Direct could disrupt our operations and may have a material adverse effect on our business.”

We face various risks related to public health issues, including epidemics, pandemics and other outbreak of infectious disease. Pandemics and other outbreaks of contagious diseases could result in significant business and operational disruptions, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces. Whether and to what extent future pandemics and other outbreaks of contagious diseases may impact our financial and operational performance will depend on developments that include the duration, spread and severity of the outbreak, the timetable for administering and efficacy of vaccines, the duration and geographic scope of related travel advisories and restrictions and the extent of the impact of the pandemic or outbreak on overall demand for commercial and business aviation travel, and other factors beyond our control, all of which are highly uncertain and cannot be predicted.

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

We cannot predict the nature, extent, timing or likelihood of any economic slowdown or the strength or sustainability of any economic recovery, worldwide, in the United States or in the aviation industry. Negative conditions in the general economy both in the United States and globally, including conditions resulting from changes in gross domestic product growth, declines in consumer confidence, labor shortages, inflationary pressures, rising interest rates, changes in government and election results in the United States and other jurisdictions in which we operate and financial and credit market fluctuations could cause a decrease in business investments, including spending on air travel and otherwise, and could materially and adversely affect the growth of our business. The U.S. economy has experienced a significant inflationary effect during the last several years from, among other things, supply chain disruptions and governmental stimulus or fiscal policies adopted in response to the COVID-19 pandemic and the war in Ukraine.disruptions. While we cannot predict any future trends in the rate of inflation, there is currently significant uncertainty in the near-term economic outlook. Continued inflation would further raise our costs for labor, materials and services, which could negatively impact our profitability and cash flows. Additionally, we may be unable to raise our prices for our equipment and services in amounts equal to the rate of inflation, which may negatively impact our operating results and business.

In addition, geopolitical risks, including those arising from political turmoil, trade tension and/or the imposition of trade tariffs, terrorist activity and acts of civil or international hostility, are increasing. For instance, the ongoing military conflict between Russia and Ukraine has had negative impacts on the global economy, includingcapital bymarkets, contributingsupply to rapidly rising costs of living (driven largely by higher energy prices) in Europechains, and created uncertainty in the global capital markets and is expected to have further global economic consequences, including disruptions of energy markets. Further,Furthermore, ongoing geopolitical instability in Latin America, Arctic regions, the South China Sea, and the Middle East, or the perception of such instability, may have similar negative impacts on the business environment. In addition, other events outside of our control, including natural disasters, climate change-related events and regional or global outbreaks of contagious diseases may arise from time to time and be accompanied by governmental actions that may increase international tension. Any such events and responses, including regulatory developments, may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chains), loss of life and property damage, and may materially and adversely affect the global economy or capital markets, as well as our business and results of operations. If conditions of the general economy or markets in which we operate worsen from present levels, it could lead to a decrease in air travel, cause owners and operators of business aircraft to cut costs by reducing their purchases or use of business aircraft or their use of in-flight connectivity on such aircraft. Should an economic slowdown occur in the U.S. or globally, our business and results of operations may be materially adversely affected.

ConcernAdditionally, concern over climate change, including the impact of global warming, has in recent years led to significant U.S.warming and international legislative and regulatory efforts to limit greenhouse gas (“GHG”) emissions. See “—We may be affected by global climate change or by legal and regulatory responses to such change.” Increased awareness and any adverse publicity in the global marketplace about the GHGsemissions emitted by companies in the airline and transportation industriesindustries, has led to certain adverse publicity that could harm our reputation and reduce customer demand for our services. Environmental activists and organizations have recently promoted the idea of “flight shaming,” or advocating that consumers reduce their use of private jets and commercial air travel in favor of more environmentally sustainable modes of transportation such as boats, trains and buses. To the extent that our customers reduce their use of air travel in response to new environmental regulation or changes in public perception about the impact of air travel on climate change, our customers may reduce their usage of our services and, as a result, our business prospects, financial condition and results of operations may be materially adversely affected.

InOngoing addition,climate otherchange has also recently resulted in certain U.S. federal, state and local, as well as foreign and international, legislative and regulatory efforts to limit GHG emissions. Increased regulation regarding GHG emissions, especially aircraft emissions, could impose substantial costs on us. We may also incur additional expenses due to U.S. and international regulators requiring additional disclosures regarding GHG emissions. Relatedly, various stakeholders, including shareholders, customers, employees, regulators and suppliers, have alsobecome beenincreasingly focused on ESGsustainability matters.matters, Inwith additionthese to the changing rulesstakeholders and regulations related to ESG matters imposed by governmental and self-regulatory organizations, especially in European jurisdictions, a variety of/or third-party organizations, institutional investors and customers evaluateevaluating the performance of companies on ESGsustainability topics,topics and thein resultssome of these assessments arecases widely publicized.publicizing Thesethe results. Satisfying these changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. Reduced access to or increased cost of capital may occur as financial institutions and investors increase expectations related to ESG matters.attention. Companies that do not adapt to or comply with investor or other stakeholder expectations and standards, or that are perceived to have not responded appropriately to concerns regarding ESGsustainability issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damagedamage, increased cost of capital and other adverse consequences.

In addition,Finally, in recent years, specifically in the United States, “anti-ESG” sentiment has gained momentum, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions, and the new U.S. presidential administration having recently issued an executive order opposing diversity equity and inclusion (“DEI”) initiatives in the private sector and executive orders to pursue deregulation in environmental and climate-change-related topics.opinions. Such anti-ESG and anti-DEI-relatedanti-sustainability policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in the Company facing additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm. As a result, the regulatory landscape—and the resulting focus of various stakeholders on sustainability and other ESG matters—remains unclear.

In addition, to the extent we consummate acquisitions or other related transactions, these completed acquisitionswe may also not be able to fully realize, or take significant time to realize, the anticipated benefits of acquired businesses. For instance, while we have already recognized certain anticipated synergies from our Satcom Direct business, which we acquired in late 2024, we may not be able to achieve all anticipated synergies of its technology, personnel, geographical reach, financial condition or business generally. Moreover, the full benefits of the acquisition may not be realized, including the cost savings or sales or growth opportunities that are expected. Acquisitions, once completed, may also entail further risks, including: unanticipated costs and liabilities of the acquired businesses, including environmental liabilities, that could materially adversely affect our results of operations; increased regulatory compliance relating to the acquired business; difficulties in assimilating and integrating acquired businesses, their personnel and their financial reporting systems, which would divert management attention and could prevent the expected benefits from the transaction from being realized within the anticipated timeframe; negative effects on existing business relationships with suppliers and customers; and loss of key employees of the acquired businesses or our business.business; and other difficulties in managing the expanded operations of a large, complex and global company. We have experienced some of these challenges in connection with the integration of Satcom Direct. In addition, any future acquisitions could result in the incurrence of additional debt and related interest expense, contingent liabilities and amortization expense related to intangible assets, which could have a material adverse effect on our business, financial condition, operating results and cash flows, or the issuance of additional equity, which could dilute our shareholders’ interests.

Overall, if our acquisition strategy is not successful or if acquisitions are not well integrated into our existing operations, the Company’s profitability, business and financial condition could be negatively affected. See “—Risks Related to the Satcom Direct Acquisition”.

ThereWe have recently deployed our next-generation ATG network, Gogo 5G, using 5G technology, unlicensed spectrum, and licensed spectrum. Gogo 5G will be capable of working with different spectrum bands and supporting different next generation technologies. We began receiving revenue from Gogo 5G in the fourth quarter of 2025. Additionally, as of December 31, 2025, we have shipped over 300 Gogo Galileo HDX antennas. However, there can be no assurance that Gogo 5G and Gogo Galileo will effectively compete in the global business aviation market due to, among other things, risks associated with: (i) the failure of our equipment and software to perform as expected or to integrate with our existing network services; (ii) in the case of Gogo Galileo, the failure of the Eutelsat OneWeb network to perform as expected; (iii) in the case of Gogo Galileo, difficulties in integrating our hardware and software with the Eutelsat OneWeb network; (iv) problems arising in the ongoing manufacturing process; (v) our inability to negotiate contracts with suppliers on acceptable commercial and other terms; (vi) our reliance on single-source suppliers for the development and manufacturing of the antenna and access to a LEO network; in the case of Gogo Galileo or core elements of the network and other components and services in the case of Gogo 5G; (vii) delays in obtaining or failures to obtain the required regulatory approvals for installation and operation of such equipment and the provision of service to passengers.passengers; and (viii) in the case of Gogo 5G, the availability of adequate spectrum or the failure of spectrum to perform as expected. If either Gogo 5G or Gogo Galileo fails to perform as expected, our ability to meet respective customers’ or end users’ expectations regarding our systems’ performance and to effectively compete in our market may be impaired and our business, financial condition and results of operations may be materially adversely affected. See “—Competition could result in price reduction, reduced revenue and loss of market position and could harm our results of operations.” Furthermore, under our agreement with Hughes we have committed to purchase, over a seven-year period, half duplex and full duplex antennas with an aggregate purchase price of approximately $170 million and $102 million, respectively, and we may make additional financial commitments in connection with Gogo Galileo. If we are not successful in deploying Gogo Galileo, we may nonetheless, depending on the circumstances, be required to honor these commitments. Likewise, under Satcom Direct’s agreement with Gilat Satellite Networks Ltd., Satcom Direct’s supplier for an antenna similar to our full duplex antenna which could be used on a LEO satellite network like Gogo Galileo, we have committed to purchase, over a two-year period, a full duplex antenna and a modem with an aggregate purchase price of approximately $21 million.

In June 2006, we purchased at FCC auction an exclusive ten-year, 3 MHz license for ATG spectrum, and in April 2013, as part of our acquisition of LiveTV Airfone, LLC, we acquired an additional 1 MHz ATG spectrum license. In 2017, our applications to renew our licenses were granted for additional ten-year terms without further payment. Any breach of the terms of our FCC licenses, FCC waiver conditions or FCC regulations, including foreign ownership restrictions, permitted uses of the spectrum and compliance with FAA regulations could result in the revocation, suspension, cancellation or reduction in the term of our licenses or a refusal by the FCC to renew the licenses upon expiration. Further, in connection with an application to renew our licenses upon expiration, a competitor could file a petition opposing such renewal on anti-competitive or other grounds. On August 3,In 2017, the FCC released an order that, among other things, revised the wireless license renewal rules. As a result of this order, which applies to the industry generally, all licensees will need to make a showing (or certification) at renewal to demonstrate that the licensee provided and continues to provide service to the public. Because the 1 MHz ATG license has no specific construction or substantial service requirement, it is currently not clear what level and length of service the FCC will find adequate when considering the next renewal of the 1 MHz ATG license in 2026. We planhave to incorporateincorporated this 1 MHz ATG license into our network. AnA negative interpretation of this ambiguous renewal requirement could impair our flexibility to use or otherwise realize the value of such spectrum beyond 2026.

Our ability to offer in-flight broadband connectivity through our ATG service currently depends on our ability to maintain rights to use the 34 MHz ATG spectrum in the U.S.,U.S. free from harmful interference, and our failure to do so may have a material adverse effect on our business, financial condition and results of operations. In addition, our ability to meet increasing performance demands and expand our service offerings in the United States will depend in part upon our ability to successfullycontinue roll-out our plans to employemploying unlicensed spectrum in the 2.4 GHz band for concurrent use with the licensed 34 MHz spectrum to launch Gogo 5G, and may require that we obtain additional licensed or unlicensed spectrum suitable for our use. Such spectrum may not be available to us on commercially reasonable terms or at all. Our failure to obtain adequate spectrum could have a material adverse effect on our business, financial condition and results of operations.

The Company’s acquisition of Satcom Direct created a combined organization which currentlyCompany is the only multi-orbit, multi-band in-flight connectivity provider offering connectivity technology purpose-built for business and military/government aviation. TheWe Transaction united two industry-leading brands, creating a product portfolio that offers best-in-class solutions for small to large aircraft and heavy jets. As a combined organization, the Company hashave a holistic approach of providing broadband connectivity services to itsour customers from small to large aircraft and heavy jets through Gogo’sour air-to-ground (“ATG”) technology and integrated LEO and GEO satellite solutions provided by multiple satellite constellations aimingowned by our satellite network partners. We aim to deliver to our customers consistent, global tip-to-tail connectivity with a suite of software, hardware, and advanced infrastructure supported by a 24/7/365 in-person customer support team.team to fit their every need.

We believe that our operating and business performance is driven by various factors that affect the business and military/government aviation industry,industries, including trends affecting the travel industry and trends affecting the customer bases that we target, as well as factors that affect wireless Internet service providers and general macroeconomic factors. Key factors that may affect our future performance include:

costs associated with the implementation of, and our ability to implement on a timely basis,basis and costs associated with the ongoing implementation of our technology roadmap, including installation of and/or upgrades to and installation of the ATG Broadband technologies we currently offer, Gogo 5G, Gogo Galileo, LTE and any other next generation or other new technology that we develop or acquire;

our ability to manage issues and related costs that may arise in connection with the implementation of our technology roadmap, including technological issues and related remediation efforts and technological shifts, failures or delays on the part of antenna, chipset, and other equipment developers and providers or satellite network providers, some of which are single-source;

changes in laws, regulationsregulations, policies and interpretations affecting our business, the business of our customers and suppliers globally, including changes that impact the design of our equipment and our ability to obtain required certifications for our equipment and services, and telecommunications services globally, including those affecting our ability to maintain our licenses for ATG spectrum in the United States, obtain sufficient rights to use additional ATG spectrum and/or other sources of broadband connectivity to deliver our services, including Gogo Galileo,Galileo and Gogo 5G, and expand our service offerings and manage our network; and the enactment of, and proposals for, trade protection measures by the United States as well as other countries (including United States “reciprocal” tariffs that began in April 2025), including increases or changes in laws, regulationstariffs and trade barriers, changes in government policies affectingand international trade arrangements, geopolitical volatility, and global macroeconomic conditions, or uncertainty regarding the impact of proposed or future trade protection measures, may affect our business or the businessresults of ouroperations customersin andsome suppliers globally, including changes that impact the design of our equipment and our ability to obtain required certifications for our equipment.markets.

AVANCE aircraft online. We define AVANCE aircraft online as the total number of business aircraft equipped with our AVANCE L5 or L3 system for which we provide ATG services asin the last month of the last day of each period presented.

Gogo Biz aircraft online. We define Gogo Biz aircraft online as the total number of business aircraft not equipped with our AVANCE L5 or L3 system for which we provide ATG services as ofin the last daymonth of eachthe period presented. This number excludes commercial aircraft operated by Intelsat’s airline customers receiving ATG service.

GEO aircraft online. We define GEO aircraft online as the total number of aircraft for which we provide GEO broadband services to business aviation customers as of the last day of each period presented. This number excludes aircraft receiving services through GEO satellite networks that are end-of-life.end-of-life and military/government GEO aircraft online.

Service revenue primarily consists of subscription and usage fees paid by aircraft owners and operators for telecommunication, data, and in-flight entertainment services. Service revenue is recognized as the services which are provided to the customer.

Depreciation expenseexpenses includesinclude expenseexpenses associated with the depreciation of our network equipment, buildings, office equipment and furniture, fixtures and leasehold improvements, which isare recorded over their estimated useful lives. Amortization expense includes the amortization of our finite-lived intangible assets on a straight-line basis over their estimated useful lives.

We believe that the assumptions and estimates associated with our goodwill impairment analysis and the fair value of servicethe customerearnout relationshipsliability andassociated software acquired inwith the Transaction have the greatest potential impact on and are the most critical to fully understanding and evaluating our reported financial results, and that they require our most difficult, subjective or complex judgments. For a discussion of our significant accounting policies to which many of these estimates relate, see Note 1, “Summary of Significant Accounting Policies,” to our consolidated financial statements.

We make significant estimates and assumptions to determine the fair value of the acquiredreporting intangible assets.unit. Critical estimates in valuing the acquiredreporting intangible assetsunit include, but are not limited to,to future projectedforecasted revenue growth rates, forecasted earnings before income taxes, depreciation and amortization (“EBITDA”) margins, the discount ratesrate, appliedlong-term togrowth futurerate, cashand flows.the selection of financial multiples of comparable companies.

TheFor 2025, the Company engaged a third-party valuation advisorsadvisor to assist in estimating the fair value of identifiablethe assetsreporting and liabilities,unit, including the selection of valuation methodologies. Our estimates are based on assumptions the Company believes to be reasonable and are inherently uncertain. Any material changes in these assumptions could result in significant fluctuations in the fair value of acquiredthe servicereporting customer relationships and software,unit, potentially affecting amortization expense and future impairment assessments. Such adverse impacts may be material. We completed our annual goodwill impairment assessment for 2025 and determined that the fair value of the reporting unit exceeded its carrying value, indicating no impairment.

The following table sets forth, for the periods presented, certain data from our consolidated statements of operations. The information contained in the table below should be read in conjunction with our consolidated financial statements and related notes. The acquisition of Satcom Direct was completed in the fourth quarter of 2024, and as a result, its results of operations are not reflected in our financial statements prior to such date.

the economic environment and other trends that affect both business and leisure aviation travel, including the impact on demand for aviation travel of increases in fuel costs and other inflationary pressures stemming from the ongoingrecent conflicts in the Middle East;

changes in laws, regulations, policies and interpretations affecting our business, the business of our customers and suppliers globally, including changes that impact the design of our equipment and our ability to obtain required certifications for our equipment and services, and telecommunications services globally, including those affecting our ability to maintain our licenses for ATG spectrum in the United States, obtain sufficient rights to use additional ATG spectrum and/or other sources of broadband connectivity to deliver our services, including Gogo Galileo and Gogo 5G, expand our service offerings and manage our network; and the enactment of, and proposals for, trade protection measures by the United States as well as other countries (including United States “reciprocal” tariffs that began in 2025), including increases or changes in tariffs and trade barriers, changes in government policies and international trade arrangements, the impact of tariff refund claims, geopolitical volatility, and global macroeconomic conditions, or uncertainty regarding the impact of proposed or future trade protection measures, may affect our results of operations in some markets.

AVANCE aircraft online. We define AVANCE aircraft online as the total number of aircraft equipped with our AVANCE L5 or L3 systemsystem, excluding Gogo 5G systems, for which we provide ATG services to business aviation customers in the last month of the period presented. This number excludes military/government AVANCE aircraft online.

Gogo Biz5G aircraft online. We define Gogo Biz5G aircraft online as the total number of aircraft not equipped with our AVANCEGogo L5 or L35G system for which we provide ATG services to business aviation customers in the last month of the period presented. This number excludes commercial aircraft operated by Intelsat’s airline customers as well as military/government Gogo 5G aircraft receiving ATG service.online.

Three and Six Months Ended MarchJune 31,30, 2026 and 2025

Below is a discussion of changes in the results in operations for the three-monththree- and six-month periods ended MarchJune 31,30, 2026 and 2025.

Revenue and percent change for the three-monththree- and six-month periods ended MarchJune 31,30, 2026 and 2025 were as follows (in thousands, except for percent change):

Total revenue decreased to $226.3$222.8 million and $449.1 million, respectively, for the three-monththree- periodand six-month periods ended MarchJune 31,30, 2026, as compared with $230.3$226.0 million and $456.3 million, respectively, for the prior-year period.periods.

Service revenue decreased to $187.7$191.3 million and $379.0 million, respectively, for the three-monththree- periodand six-month periods ended MarchJune 31,30, 2026, as compared with $198.6$194.0 million and $392.6 million, respectively, for the prior-year periodperiods due to a decrease in ATG unitsservice online.revenue, partially offset by an increase in broadband and narrowband satellite service revenue. See Note 3, “Revenue Recognition,” for additional information.

We expect service revenue to decline in the near term as a result of the expected decline in ATG services sold and increase in the future as additional aircraft come online due tofrom the launch of Gogo 5G and Gogo Galileo. We expect equipment revenue to increase in the future driven by growth in sales of Gogo 5GGalileo and Gogo Galileo5G units.

Cost of revenue and percent change for the three-monththree- and six-month periods ended MarchJune 31,30, 2026 and 2025 were as follows (in thousands, except for percent change):

Cost of service revenue increased 4.5%7.4% and 5.9% to $98.3$98.1 million and $196.4 million, respectively, for the three-monththree- periodand six-month periods ended MarchJune 31,30, 2026, as compared with $94.0$91.4 million and $185.4 million, respectively, for the prior-year periodperiods due to an increase in satellite broadband costs.

Cost of equipment revenue increased 19.3%12.4% and 15.9% to $35.0$31.1 million and $66.1 million, respectively, for the three-monththree- periodand six-month periods ended MarchJune 31,30, 2026, as compared with $29.3$27.7 million and $57.0 million, respectively, for the prior-year periodperiods due to an increase in Gogo Galileo units sold.

We expect that our cost of service revenue will increase in the future driven by the growth in satellite broadband services. We expect that our cost of equipment revenue will increase with growth in units sold, including Gogo 5G and Gogo Galileo units, due to the launch of those products.units.

Engineering, design and development expenses decreased 53.2%22.8% and 38.8% to $6.5$9.7 million and $16.2 million, respectively, for the three- and six-month periods ended June 30, 2026, as compared with $12.5 million and $26.4 million for the prior-year periods. The decrease for the three-month period endedis Marchdue 31,to 2026,lower asdevelopment comparedspend. withThe $13.9 milliondecrease for the prior-yearsix-month period is due to the reimbursement of costs related to the FCC Reimbursement Program.

We expect engineering, design and development expenses to increase in the near-term, driven by development spend on new programs, and to decrease as a percentage of service revenue to decrease, followingin the completion of Gogo Galileo and 5G programs.long-term.

Sales and marketing expenses decreased 5.1%9.9% and 7.5% to $13.5$13.3 million and $26.8 million, respectively, for the three-monththree- periodand six-month periods ended MarchJune 31,30, 2026, as compared with $14.2$14.7 million and $29.0 million for the prior-year periodperiods due to lower personnelmarketing costs.

We expect sales and marketing expenses as a percentage of service revenue to increase in the near term and remain relatively steady in the long term due to the launch and market adoption of the Gogo 5G and Gogo Galileo offerings.future.

General and administrative expenses decreased 11.2%16.2% and 13.7% to $26.2$24.0 million and $50.2 million, respectively, for the three- and six-month periods ended June 30, 2026, as compared with $28.6 million and $58.2 million, respectively, for the prior-year periods. The decrease for the three-month period endedis Marchdue 31,to 2026,lower aspersonnel comparedcosts. withThe $29.5 milliondecrease for the prior-yearsix-month period is due to a $4.5$9.8 million decrease in personnel costs and $3.8$5.3 million decrease in acquisition and integration-related costs, partially offset by a $3.6$5.5 million increase in legal costs.

We expect general and administrative expenses as a percentage of service revenue to decrease over time as acquisition and integration activities complete.

Depreciation and amortization expense increased 7.0%12.5% and 9.9% to $15.1$17.0 million and $32.1 million, respectively, for the three-monththree- periodand six-month periods ended MarchJune 31,30, 2026, as compared with $14.1$15.1 million and $29.3 million, respectively, for the prior-year period.periods due to depreciation of the Gogo 5G network.

We expect that our depreciation and amortization expense will increaseremain relatively flat in the future due to the launch of the Gogo 5G network.future.

Other expense (income) and percent change for the three-monththree- and six-month periods ended MarchJune 31,30, 2026 and 2025 were as follows (in thousands, except for percent change):

Total other expense decreasedincreased to $10.7$22.9 million for the three-month period ended MarchJune 31,30, 20262026, as compared with $16.2$19.0 million for the prior-year period due to the change in fair value of the Earnout Liability from the Satcom Direct acquisition.acquisition, partially offset by the change in fair value of a convertible note investment. Total other expense decreased to $33.5 million for the six-month period ended June 30, 2026, as compared with $35.2 million for the prior-year period due to the change in fair value of the Earnout Liability from the Satcom Direct acquisition and change in fair value of a convertible note investment, partially offset by an increase in interest expense.

The effective income tax rate for the three-monththree- periodand six-month periods ended MarchJune 31,30, 2026 was 37.8%129.7% and 60.16%, respectively, as compared with 36.6%24.6% and 30.91% for the prior-year period.periods. For the three-monththree- periodand six-month periods ended MarchJune 31,30, 2026, our income tax provision was $7.9$8.8 million and $16.7 million, respectively, due to the pre-tax income,income generated in the period, stock-based compensation, nondeductibleand non-deductible officer’s compensation, and establishment of a valuation allowance on deferred tax assets.compensation. For the three-monththree- periodand six-month periods ended MarchJune 31,30, 2025, our income tax provision was $6.9$4.2 million and $11.1 million, respectively, due to the pre-tax income.income generated in the period. See Note 12, “Income Tax,” to our Unaudited Condensed Consolidated Financial Statements for additional information.

Adjusted EBITDA represents EBITDA adjusted for (i) stock-based compensation expense, (ii) acquisition and integration-related costs, including amortization of acquisition-related inventory step-up costs and changes in fair value of the Earnout Liability, and (iii) change in fair value of convertible note investment.investment, and (iv) loss on extinguishment of debt. Our management believes that the use of Adjusted EBITDA eliminates items that management believes have less bearing on our operating performance, thereby highlighting trends in our core business which may not otherwise be apparent. It also provides an assessment of controllable expenses, which are indicators management uses to determine whether current spending decisions need to be adjusted in order to meet financial goals and achieve optimal financial performance.

(1) For the three-month period ended MarchJune 31,30, 2026, the figure consists of severance and other compensation-related costs of $1.2$1.3 million and integration support costs of $0.6 million. For the six-month period ended June 30, 2026, the figure consists of severance and other compensation-related costs of $2.5 million and integration support costs of $1.2 million. For the three-month period ended MarchJune 31,30, 2025, the figure consists of dueintegration diligencesupport and advisory feescosts of $3.9$1.5 million and severance and other compensation-related costs of $2.6$2.2 million. For the six-month period ended June 30, 2025, the figure consists of integration support costs of $5.4 million and severance and other compensation-related costs of $4.7 million.

On September 5, 2023, we announced a share repurchase program that grants the Company authority to repurchase up to $50 million of shares of the Company’s common stock. Repurchases may be made at management's discretion from time to time on the open market, through privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in accordance with applicable securities laws and other restrictions, including Rule 10b-18 under the Exchange Act. The repurchase program has no time limit and may be suspended for periods or discontinued at any time and does not obligate us to purchase any shares of our common stock. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. We do not expect to incur debt to fund the share repurchase program. No shares were repurchased during the three-monthsix-month periods ended MarchJune 31,30, 2026 and 2025. As of MarchJune 31,30, 2026, approximately $12.1 million remains available under the share repurchase program.

As detailed in Note 8, “Long-Term Debt and Other Liabilities,” on December 3, 2024, the Company and GIH entered into a credit agreement (the “HPS Credit Agreement” and together with the 2021 Credit Agreement, the “Credit Agreements”) with HPS Investment Partners, LLC, as the administrative agent, and the lenders party thereto, which provides for a term loan credit facility (the “HPS Term Loan Facility” and together with the 2021 Facilities, the “Facilities”) in an aggregate principal amount of $250 million. The HPS Term Loan Facility, which is subject to mandatory prepayments under certain circumstances, amortizes in quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the HPS Term Loan Facility on April 30, 2028. In accordance with the HPS Credit Agreement, the Company paid $21.1 million of the outstanding principal amount of the HPS Term Loan Facility in April 2026.

In May 2021, we purchased interest rate caps with an aggregate notional amount of $650.0 million for $8.6 million. We receive payments in the amount calculated pursuant to the caps for any period in which the daily compounded SOFR rate plus a credit spread adjustment recommended by the Alternative Reference Rates Committees of 0.26% increases beyond the applicable strike rate. The termination date of the cap agreements is July 31, 2027. The aggregate notional amount of the interest rate caps as of MarchJune 31,30, 2026 is $250.0 million. The notional amounts of the interest rate caps periodically decrease over the life of the caps with the latest reduction of $100.0 million having occurred on July 31, 2025. While the interest rate caps are intended to limit our interest rate exposure under our variable rate indebtedness, which includes the Facilities, if our variable rate indebtedness does not decrease in proportion to the periodic decreases in the notional amount hedged under the interest rate caps, then the portion of such indebtedness that will be effectively hedged against possible increases in interest rates will decrease. In addition, the strike prices periodically increase over the life of the caps. As a result, the extent to which the interest rate caps will limit our interest rate exposure will decrease in the future.

For the three-monthsix-month period ended MarchJune 31,30, 2026, net cash usedprovided inby operating activities was $7.2$25.1 million as compared with cash provided by operating activities of $32.5$69.2 million in the prior-year period. The principal contributors to the year-over-year change in operating cash flows were:

A $2.0$9.9 million decrease in net income and non-cash charges and credits, as noted above under “Results of Operations — ThreeSix Months Ended MarchJune 31,30, 2026 and 2025.”

ChangesNet changes in accounts payable and accrued liabilities due to the timing of payments related to personnel costs and inventory; and ▪ Changes in prepaid expenses and other current assets related to the FCC Reimbursement Program.

Cash used in investing activities was $11.9$22.6 million for the three-monthsix-month period ended MarchJune 31,30, 2026, due to $28.0the $40.2 million of capital expenditures noted below, partially offset by $14.9$15.3 million of proceeds received from the FCC Reimbursement Program related to the reimbursement of capital expenditures and $1.2$2.2 million of proceeds received from interest rate caps.

Cash used in investing activities was $2.4$7.2 million for the three-monthsix-month period ended MarchJune 31,30, 2025, due to $6.2$12.1 million of capital expenditures noted below,below and a $1.6 million payment for working capital adjustments relating to the purchase of Satcom Direct, partially offset by $3.2$6.1 million of proceeds received from interest rate caps and $0.6$0.4 million of proceeds received from the FCC Reimbursement Program associated with the reimbursement of capital expenditures.

Cash used in financing activities for the three-monthsix-month period ended MarchJune 31,30, 2026 was $2.6$64.6 millionmillion, due to stock-basedthe compensation$40.0 activitiesmillion andpayment related to the 2025 financial performance milestones of the Earnout Liability, $22.3 million of principal payments on the HPS Term Loan Facility.Facility and $2.3 million of stock-based compensation activities.

Cash used in financing activities for the three-monthsix-month period ended MarchJune 31,30, 2025 was $1.6$2.3 million, due to stock-based compensation activities and principal payments on the HPS Term Loan Facility.Facility and stock-based compensation activities.

Capital expenditures increased to $40.2 million for the three-monthsix-month periodsperiod ended MarchJune 31,30, 20262026, andas 2025compared werewith $28.0$12.1 million andfor $6.2the million,prior-year respectively,period due to the build out of the LTE and 5G networks.network.