Gogo Inc.

Previous wording

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 ongoing conflicts in the Middle East;

Current wording

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 recent conflicts in the Middle East;

Previous wording

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, 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.

Current wording

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.

Previous wording

AVANCE aircraft online. We define AVANCE aircraft online as the total number of aircraft equipped with our AVANCE L5 or L3 system 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.

Current wording

AVANCE aircraft online. We define AVANCE aircraft online as the total number of aircraft equipped with our AVANCE L5 or L3 system, 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.

Previous wording

Gogo Biz aircraft online. We define Gogo Biz aircraft online as the total number of aircraft not equipped with our AVANCE L5 or L3 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 aircraft receiving ATG service.

Current wording

Gogo Biz aircraft online. We define Gogo Biz aircraft online as the total number of aircraft not equipped with our AVANCE or Gogo 5G 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 aircraft receiving ATG service.

Previous wording

Three Months Ended March 31, 2026 and 2025

Current wording

Three and Six Months Ended June 30, 2026 and 2025

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Equipment revenue increased to $38.6 million for the three-month period ended March 31, 2026, as compared with $31.7 million for the prior-year period due to an increase in Gogo Galileo units sold.

Current wording

Equipment revenue decreased to $31.5 million for the three-month period ended June 30, 2026, as compared with $32.1 million for the prior-year period due to a decrease in ATG units sold, partially offset by an increase in Gogo Galileo units sold. Equipment revenue increased to $70.1 million for the six-month period ended June 30, 2026, as compared with $63.8 million for the prior-year period due to an increase in Gogo Galileo units sold, partially offset by a decrease in ATG units sold. See Note 3, “Revenue Recognition,” for additional information.

Previous wording

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 to the launch of Gogo 5G and Gogo Galileo. We expect equipment revenue to increase in the future driven by growth in sales of Gogo 5G and Gogo Galileo units.

Current wording

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 from the launch of Gogo 5G and Gogo Galileo. We expect equipment revenue to increase in the future driven by growth in sales of Gogo Galileo and Gogo 5G units.

Previous wording

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

Current wording

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

Previous wording

Cost of service revenue increased 4.5% to $98.3 million for the three-month period ended March 31, 2026, as compared with $94.0 million for the prior-year period due to an increase in satellite broadband costs.

Current wording

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

Previous wording

Cost of equipment revenue increased 19.3% to $35.0 million for the three-month period ended March 31, 2026, as compared with $29.3 million for the prior-year period due to an increase in Gogo Galileo units sold.

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

Engineering, design and development expenses decreased 53.2% to $6.5 million for the three-month period ended March 31, 2026, as compared with $13.9 million for the prior-year period due to the reimbursement of costs related to the FCC Reimbursement Program.

Current wording

Engineering, design and development expenses decreased 22.8% and 38.8% to $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 is due to lower development spend. The decrease for the six-month period is due to reimbursement of costs related to the FCC Reimbursement Program.

Previous wording

We expect engineering, design and development expenses as a percentage of service revenue to decrease, following the completion of Gogo Galileo and 5G programs.

Current wording

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 in the long-term.

Previous wording

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.

Current wording

We expect sales and marketing expenses as a percentage of service revenue to remain relatively steady in the future.

Previous wording

General and administrative expenses decreased 11.2% to $26.2 million for the three-month period ended March 31, 2026, as compared with $29.5 million for the prior-year period due to a $4.5 million decrease in personnel costs and $3.8 million decrease in acquisition and integration-related costs, partially offset by a $3.6 million increase in legal costs.

Current wording

General and administrative expenses decreased 16.2% and 13.7% to $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 is due to lower personnel costs. The decrease for the six-month period is due to a $9.8 million decrease in personnel costs and $5.3 million decrease in acquisition and integration-related costs, partially offset by a $5.5 million increase in legal costs.

Previous wording

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

Current wording

We expect general and administrative expenses to decrease over time as acquisition and integration activities complete.

Previous wording

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

Current wording

We expect that our depreciation and amortization expense will remain relatively flat in the future.

Previous wording

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

Current wording

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

Previous wording

Total other expense decreased to $10.7 million for the three-month period ended March 31, 2026 as compared with $16.2 million for the prior-year period due to the change in fair value of the Earnout Liability from the Satcom Direct acquisition.

Current wording

Total other expense increased to $22.9 million for the three-month period ended June 30, 2026, as compared with $19.0 million for the prior-year period due to the change in fair value of the Earnout Liability from the Satcom Direct 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.

Previous wording

The effective income tax rate for the three-month period ended March 31, 2026 was 37.8% as compared with 36.6% for the prior-year period. For the three-month period ended March 31, 2026, our income tax provision was $7.9 million, due to pre-tax income, stock-based compensation, nondeductible officer’s compensation, and establishment of a valuation allowance on deferred tax assets. For the three-month period ended March 31, 2025, our income tax provision was $6.9 million, due to pre-tax income. See Note 12, “Income Tax,” to our Unaudited Condensed Consolidated Financial Statements for additional information.

Current wording

The effective income tax rate for the three- and six-month periods ended June 30, 2026 was 129.7% and 60.16%, respectively, as compared with 24.6% and 30.91% for the prior-year periods. For the three- and six-month periods ended June 30, 2026, our income tax provision was $8.8 million and $16.7 million, respectively, due to the pre-tax income generated in the period, stock-based compensation, and non-deductible officer’s compensation. For the three- and six-month periods ended June 30, 2025, our income tax provision was $4.2 million and $11.1 million, respectively, due to the pre-tax income generated in the period. See Note 12, “Income Tax,” to our Unaudited Condensed Consolidated Financial Statements for additional information.

Previous wording

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. 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.

Current wording

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, (iii) change in fair value of convertible note 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.

Previous wording

(1) For the three-month period ended March 31, 2026, the figure consists of severance and other compensation-related costs of $1.2 million and integration support costs of $0.6 million. For the three-month period ended March 31, 2025, the figure consists of due diligence and advisory fees of $3.9 million and severance and other compensation-related costs of $2.6 million.

Current wording

(1) For the three-month period ended June 30, 2026, the figure consists of severance and other compensation-related costs of $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 June 30, 2025, the figure consists of integration support costs of $1.5 million and severance and other compensation-related costs of $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.

Previous wording

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-month periods ended March 31, 2026 and 2025. As of March 31, 2026, approximately $12.1 million remains available under the share repurchase program.

Current wording

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 six-month periods ended June 30, 2026 and 2025. As of June 30, 2026, approximately $12.1 million remains available under the share repurchase program.

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

For the six-month period ended June 30, 2026, net cash provided by operating activities was $25.1 million as compared with cash provided by operating activities of $69.2 million in the prior-year period. The principal contributors to the year-over-year change in operating cash flows were:

Previous wording

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

Current wording

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

Previous wording

A $37.7 million decrease in cash flows related to operating assets and liabilities resulting from:

Current wording

A $34.3 million decrease in cash flows related to operating assets and liabilities resulting from:

Previous wording

Changes in accrued liabilities due to the timing of payments related to personnel costs and inventory; and

Current wording

Changes in accrued liabilities due to the timing of payments related to personnel costs.

Previous wording

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

Current wording

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

Previous wording

Cash used in investing activities was $2.4 million for the three-month period ended March 31, 2025, due to $6.2 million of capital expenditures noted below, partially offset by $3.2 million of proceeds from interest rate caps and $0.6 million of proceeds received from the FCC Reimbursement Program associated with the reimbursement of capital expenditures.

Current wording

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

Previous wording

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

Current wording

Cash used in financing activities for the six-month period ended June 30, 2026 was $64.6 million, due to the $40.0 million payment related to the 2025 financial performance milestones of the Earnout Liability, $22.3 million of principal payments on the HPS Term Loan Facility and $2.3 million of stock-based compensation activities.

Previous wording

Cash used in financing activities for the three-month period ended March 31, 2026 was $2.6 million due to stock-based compensation activities and principal payments on the HPS Term Loan Facility.

Current wording

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