Gogo Inc.

(a)

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of March 31, 2026. Based upon this evaluation, our Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2026 due to a material weakness in internal control over financial reporting which, as previously disclosed in Part II, Item 9A “Controls and Procedures” in the 2025 10-K, existed as of December 31, 2025 and, as discussed below, continued to exist as of March 31, 2026.

Notwithstanding the ineffective disclosure controls and procedures due to the material weakness in internal control over financial reporting, our Chief Executive Officer and the Chief Financial Officer have concluded that the consolidated financial statements in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness disclosed in the 2025 10-K remains unremediated as of March 31, 2026:

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There were insufficient effective controls in place at Satcom Direct to ensure the completeness and accuracy of Satcom Direct’s financial reporting information that is consolidated into Gogo’s financial statements, due to the following deficiencies at Satcom Direct:

o

Satcom Direct had ineffective general information technology controls (“GITCs”) over relevant information technology (“IT”) systems. Specifically, Satcom Direct management did not design and maintain effective GITCs for information systems and applications that are relevant to the preparation of the consolidated financial statements. Specifically, they did not design and maintain: (i) sufficient user access controls to ensure appropriate segregation of duties and adequately restrict user and privileged access to financial applications, programs and data to appropriate company personnel; and (ii) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately with appropriate segregation of duties.

o

Satcom Direct’s management did not design and implement control activities necessary to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.

Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting

As previously reported, with the oversight of the Audit Committee of our Board of Directors, we began implementing in 2025, and continued implementing in the first quarter of 2026, a remediation plan to address the material weakness described above. Action items include the following:

•

We expanded our finance and accounting team, including hiring additional individuals with the requisite public company financial reporting, accounting, and internal control knowledge and experience.

•

We designed and implemented effective GITCs related to user access and change management over relevant Satcom Direct’s IT systems.

While we believe that our efforts have improved our internal control over financial reporting, remediation of the material weakness as of March 31, 2026 is expected to require further strengthening of our internal control environment and substantial effort throughout 2026, including:

•

Continuing to design and implement internal control over financial reporting for processes specific to Satcom Direct.

•

Migrating from or enhancing certain legacy Satcom Direct IT systems to allow for the ability to obtain sufficiently reliable information and facilitate the effective design, implementation and operating effectiveness of relevant internal control over financial reporting.

•

Migrating from or enhancing certain legacy Satcom Direct IT systems to improve functionality and sufficiently enforce segregation of duties, including segregation of duties related to the posting and review of manual journal entries.

We will test the effectiveness of the new and existing controls in future periods. The material weakness cannot be considered completely remediated until the applicable controls have been implemented and management has concluded, through testing, that these controls are operating effectively.

(b)

Changes in Internal Control over Financial Reporting

Except as described above, there have been no changes to our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.