Gogo Inc.

(a)

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Inducement Awards

As discussed above, on December 3, 2024, the Company completed the previously announced acquisition of 100% of the issued and outstanding equity interests in Satcom Direct, pursuant to the terms of the Purchase Agreement. In connection with the acquisition and as an inducement for Messrs. Christopher Moore and Zachary Cotner (each an “Executive” and together, the “Executives”) to join the Company as our new Chief Executive Officer and Chief Financial Officer, respectively, the Company granted certain inducement awards pursuant to Nasdaq Rule 5635(c)(4) (the “Inducement Awards”) to the Executives, to promote their retention and create an alignment of interests between them and the Company’s shareholders.

The Inducement Awards were granted by the Compensation Committee of our Board of Directors and included the following awards: (i) 1,000,000 time-vesting restricted stock units (“RSUs”) and 1,000,000 performance stock units (“PSUs”) (representing the target number of shares in the case of PSUs) to Mr. Moore; and (ii) 50,000 RSUs and 50,000 PSUs (representing the target number of shares in the case of PSUs) to Mr. Cotner. The RSUs will vest in equal annual installments over the five-year period following the Closing. The PSUs are subject to performance-based vesting and will vest when the performance-based vesting conditions are met. The PSUs are divided into two equal tranches. The first tranche will vest on the earlier of (i) the date the value of the Common Stock equals or exceeds $20.00 per share for a period of 90 consecutive trading days following the six-month anniversary of the Closing, and (ii) the date the Company consummates a change in control pursuant to which the price per share of Common Stock in connection with such change in control (the “Change in Control Price”) equals or exceeds $20.00 per share. The second tranche will vest on the earlier of (i) the date the value of the Common Stock equals or exceeds $25.00 per share for a period of 90 consecutive trading days following the six-month anniversary of the Closing, and (ii) the date the Company consummates a change in control pursuant to which the Change in Control Price equals or exceeds $25.00 per share. Vesting of the PSUs and RSUs is conditioned on the Executive’s continued employment through the applicable vesting date, subject to accelerated vesting upon the occurrence of specified employment termination and change in control events. Each of the Inducement Awards was granted consistent with the terms of each Executive’s employment agreement previously entered into with Gogo Business Aviation LLC. Though not awarded pursuant to the Company’s 2024 Omnibus Equity Incentive Plan (the “2024 Plan”), the Inducement Awards have been issued subject to the terms and conditions of the 2024 Plan.

The foregoing summary of the Inducement Awards is qualified in its entirety by reference to the 2024 Plan and the applicable award agreements, which are filed herewith as Exhibits 10.53 and 10.54 respectively, to this Annual Report on Form 10-K and are incorporated herein by reference.

(b)

During the fiscal quarter ended December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as such terms are defined in Item 408 of Regulation S-K.