Gogo (GOGO) Risk Analysis

The trading price of our common stock has historically been volatile. From our IPO date through February 20, 2026, the price of our common stock has ranged from a closing low of $1.40 per share to a closing high of $34.34 per share. In addition to the factors discussed in this Annual Report on Form 10-K, the trading price of our common stock has fluctuated and may continue to fluctuate widely in response to various factors, many of which are beyond our control. They include: - aviation and telecommunications industry or general market conditions, including those related to disruptions to supply chains and installations;- domestic and international economic factors unrelated to our performance;- changes in technology or customer usage of Wi-Fi and Internet broadband services;- any inability to timely and efficiently roll out our technology roadmap;- new regulatory pronouncements and changes in regulatory guidelines;- actual or anticipated fluctuations in our quarterly operating results and any inability to generate positive cash flows on a consolidated basis in the future or to obtain additional financing;- changes in or failure to meet publicly disclosed expectations as to our future financial performance, or failure to estimate them accurately;- changes in securities analysts' estimates of our financial performance or lack of research and reports by industry analysts;- action by institutional stockholders or other large stockholders, including future sales;- short-selling or other transactions involving derivatives of our securities;- speculation in the press or investment community, and/or unfavorable reports by investors such as short sellers;- investor perception of us and our industry;- changes in market valuations or earnings of similar companies;- announcements by us or our competitors of significant products, contracts, contract amendments, acquisitions or strategic partnerships;- developments or disputes concerning patents or proprietary rights, including increases or decreases in litigation expenses associated with intellectual property lawsuits we may initiate, or in which we may be named as defendants;- failure to complete significant sales;- any future sales of our common stock or other securities;- renewal of our FCC licenses and our ability to obtain additional spectrum; and - additions or departures of key personnel. In addition, the stock markets have experienced extreme price and volume fluctuations in recent years that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many such companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations may adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company's securities, class action litigation has often been instituted against such company. Any litigation of this type brought against us could result in substantial costs and a diversion of our management's attention and resources, which may have a material adverse effect on our business, financial condition and results of operations. Additionally, given the volatility in the stock market in general and in the trading price of our common stock in particular, we continue to actively monitor our common stock's trading price. If the minimum bid price of our common stock were to fall below $1.00 for a period of more than 30 consecutive trading days, we would become deficient under the Nasdaq listing rules and would then have a period to cure before possibly becoming subject to delisting. Any future deficiency, or the perception among investors that we are at heightened risk of becoming deficient, could negatively affect the market price and trading volume of our common stock.

We may issue additional shares of common stock or other equity or debt securities convertible into common stock from time to time in connection with a financing, acquisition, litigation settlement, employee arrangement, as consideration to third-party service or equipment providers or otherwise. Additional shares of common stock are also issuable upon exercise of outstanding stock options. We may also reserve additional shares of our common stock for issuance upon the exercise of stock options or other similar forms of equity incentives. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our common stock to decline.

As of December 31, 2025, Oakleigh Thorne, the chair of our Board of Directors, and the entities affiliated with Mr. Thorne (the "Thorne Entities") beneficially owned approximately 21% of the outstanding shares of our common stock, and funds managed by GTCR LLC and its affiliates ("GTCR") beneficially owned approximately 17% of the outstanding shares of our common stock. As a result, either the Thorne Entities or GTCR alone is able to exercise influence over all matters requiring stockholder approval for the foreseeable future, including approval of significant corporate transactions and the election of directors. Such ability to influence may reduce the market price of our common stock. In addition, together, GTCR and the Thorne Entities would be able to exercise control over such matters, which similarly may reduce the market price of our common stock. As a member of our Board of Directors, Mr. Thorne owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, Mr. Thorne is entitled to vote his shares, and shares over which he has voting control, in his own interest, which may not always be in the interests of stockholders generally. Our corporate governance guidelines address potential conflicts between a director's interests and our interests, and our code of business conduct, among other things, requires our employees and directors to avoid actions or relationships that might conflict or appear to conflict with their job responsibilities or our interests and to disclose their outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to management or corporate counsel. These corporate governance guidelines and code of business ethics do not, by themselves, prohibit transactions with the Thorne Entities.

Our amended and restated certificate of incorporation and amended and restated bylaws include a number of provisions that may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. These provisions include: - Authorization of the issuance of "blank check" preferred stock that could be issued by our Board of Directors to thwart a takeover attempt;- Establishment of a classified Board of Directors, as a result of which our board is divided into three classes, with each class serving for staggered three-year terms, which prevents stockholders from electing an entirely new Board of Directors at an annual meeting;- A requirement that directors only be removed from office for cause and only upon a supermajority stockholder vote;- A provision that vacancies on the Board of Directors, including newly-created directorships, may be filled only by a majority vote of directors then in office;- A limitation on who may call special meetings of stockholders;- A prohibition on stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders; and - A requirement of supermajority stockholder voting to effect certain amendments to our amended and restated certificate of incorporation and amended and restated bylaws. Under the terms of the Credit Agreements, a takeover of our Company would allow the administrative agent and/or the lenders to terminate their commitments under the Credit Agreements and declare any and all outstanding amounts to be due and payable. This provision may have the effect of delaying or preventing a takeover of our Company that would otherwise be beneficial to our stockholders.