Gogo Inc.

Previous 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.

Current wording

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

Previous wording

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

Current wording

Service revenue decreased to $182.7 million and $561.7 million, respectively, for the three- and nine-month periods ended September 30, 2026, as compared with $190.0 million and $582.5 million, respectively, for the prior-year periods due to a decrease in ATG service revenue, partially offset by an increase in broadband and narrowband satellite service revenue. See Note 3, “Revenue Recognition,” to our Unaudited Condensed Consolidated Financial Statements for additional information.

Previous 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.

Current wording

Equipment revenue decreased to $30.5 million for the three-month period ended September 30, 2026, as compared with $33.6 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 $100.6 million for the nine-month period ended September 30, 2026, as compared with $97.4 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,” to our Unaudited Condensed Consolidated Financial Statements 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 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.

Current wording

We expect service revenue to decline in the near term as a result of the expected decline in ATG and GEO services sold and increase in the future as additional aircraft come online from the launch of Gogo Galileo and Gogo 5G. We expect equipment revenue to increase in the future driven by growth in sales of our broadband products.

Previous 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):

Current wording

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

Previous 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.

Current wording

Cost of service revenue increased 6.2% and 6.0% to $97.3 million and $293.7 million, respectively, for the three- and nine-month periods ended September 30, 2026, as compared with $91.6 million and $277.0 million, respectively, for the prior-year periods due to an increase in satellite broadband and narrowband costs.

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.

Current wording

We expect that our cost of service revenue will increase in the future driven by the growth in satellite broadband services and expect that our cost of equipment revenue will increase with growth in units sold.

Previous 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.

Current wording

Engineering, design and development expenses decreased 36.7% and 38.0% to $9.9 million and $26.1 million, respectively, for the three- and nine-month periods ended September 30, 2026, as compared with $15.7 million and $42.1 million, respectively, for the prior-year periods. The decrease for the three-month period is due to lower development spending. The decrease for the nine-month period is due to $6.4 million of lower development spending, $5.8 million of reimbursement of costs incurred in the prior year related to the FCC Reimbursement Program and lower personnel-related costs of $2.8 million.

Previous 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.

Current wording

We expect engineering, design and development expenses to increase in the near-term, driven by development spending on new programs, and to decrease as a percentage of service revenue in the long-term.

Previous 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.

Current wording

General and administrative expenses decreased 1.1% and 9.6% to $27.6 million and $77.8 million, respectively, for the three- and nine-month periods ended September 30, 2026, as compared with $27.9 million and $86.0 million, respectively, for the prior-year periods. The decrease for the nine-month period is due to a $10.9 million decrease in personnel costs and $5.7 million decrease in acquisition and integration-related costs, partially offset by a $5.3 million increase in legal costs.

Previous wording

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

Current wording

Depreciation and amortization expense increased 8.2% and 9.3% to $16.5 million and $48.6 million, respectively, for the three- and nine-month periods ended September 30, 2026, as compared with $15.2 million and $44.5 million, respectively, for the prior-year periods due to depreciation of the Gogo 5G network.

Previous 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):

Current wording

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

Previous 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.

Current wording

Total other expense decreased to $23.8 million for the three-month period ended September 30, 2026, as compared with $29.3 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 reversal of a credit loss reserve in the prior-year period and the change in fair value of a convertible note investment. Total other expense decreased to $57.3 million for the nine-month period ended September 30, 2026, as compared with $64.5 million for the prior-year period due to the change in fair value of the Earnout Liability from the Satcom Direct acquisition and the change in fair value of a convertible note investment, partially offset by a decrease in interest income, an increase in interest expense and the reversal of a credit loss reserve in the prior-year period.

Previous wording

We expect the change in fair value of the Earnout Liability to fluctuate in the future depending on performance of the Satcom Direct business. We expect our interest expense to fluctuate in the future based on changes in the variable rates associated with our indebtedness. The benefit we receive from our interest rate caps will decrease over time as our hedge notional amount decreases and the strike rate increases. See Note 8, “Long-Term Debt and Other Liabilities,” to our Unaudited Condensed Consolidated Financial Statements for additional information.

Current wording

We expect the change in fair value of the Earnout Liability to fluctuate in the future depending on performance of the Satcom Direct business. We expect our interest expense to fluctuate in the future based on changes in the variable rates associated with our indebtedness and the timing of prepayments associated with the 2026 Extended Term Loan Facility. The benefit we receive from our interest rate caps will decrease over time as our hedge notional amount decreases and the strike rate increases. See Note 8, “Long-Term Debt and Other Liabilities,” to our Unaudited Condensed Consolidated Financial Statements for additional information.

Previous 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.

Current wording

The effective income tax rate for the three- and nine-month periods ended September 30, 2026 was 51.8% and 62.8%, respectively, as compared with (242.8)% and 35.3%, respectively, for the prior-year periods. For the three- and nine-month periods ended September 30, 2026, our income tax provision (benefit) was $(3.4) million and $13.3 million, respectively, due to a higher estimated annual effective tax rate, driven by the relative impact of permanent tax differences, including stock-based compensation and non-deductible officer’s compensation, as well as state income taxes. For the three- and nine-month periods ended September 30, 2025, our income tax provision was $1.4 million and $12.5 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

In our discussion below, we discuss EBITDA, Adjusted EBITDA and Free Cash Flow, as defined below, which are non-GAAP financial measures. Management uses EBITDA, Adjusted EBITDA and Free Cash Flow for business planning purposes, including managing our business against internally projected results of operations and measuring our performance and liquidity. These supplemental performance measures also provide another basis for comparing period-to-period results by excluding potential differences caused by non-operational and unusual or non-recurring items. These supplemental performance measures may vary from and may not be comparable to similarly titled measures used by other companies. EBITDA, Adjusted EBITDA and Free Cash Flow are not recognized measurements under GAAP; when analyzing our performance with EBITDA or Adjusted EBITDA or liquidity with Free Cash Flow, as applicable, investors should (i) evaluate each adjustment in our reconciliation to the corresponding GAAP measure, and the explanatory footnotes regarding those adjustments, (ii) use EBITDA or Adjusted EBITDA in addition to, and not as an alternative to, net income attributable to common stock as a measure of operating results and (iii) use Free Cash Flow in addition to, and not as an alternative to, consolidated net cash provided by operating activities when evaluating our liquidity.

Current wording

In our discussion below, we discuss EBITDA, Adjusted EBITDA and Free Cash Flow, as defined below, which are non-GAAP financial measures. Management uses EBITDA, Adjusted EBITDA and Free Cash Flow for business planning purposes, including managing our business against internally projected results of operations and measuring our performance and liquidity. These supplemental performance measures also provide another basis for comparing period-to-period results by excluding potential differences caused by non-operational and unusual or non-recurring items. These supplemental performance measures may vary from and may not be comparable to similarly titled measures used by other companies. EBITDA, Adjusted EBITDA and Free Cash Flow are not recognized measurements under GAAP; when analyzing our performance with EBITDA or Adjusted EBITDA or liquidity with Free Cash Flow, as applicable, investors should (i) evaluate each adjustment in our reconciliation to the corresponding GAAP measure, and the explanatory footnotes regarding those adjustments, (ii) use EBITDA or Adjusted EBITDA in addition to, and not as an alternative to, net income (loss) attributable to common stock as a measure of operating results and (iii) use Free Cash Flow in addition to, and not as an alternative to, consolidated net cash provided by operating activities when evaluating our liquidity.

Previous wording

EBITDA represents net income attributable to common stock before interest expense, interest income, income taxes and depreciation and amortization expense.

Current wording

EBITDA represents net income (loss) attributable to common stock before interest expense, interest income, income taxes and depreciation and amortization expense.

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, (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.

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) litigation settlement accrual costs, (iv) change in fair value of convertible note investment, and (v) 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

Acquisition and integration-related costs include direct transaction costs, such as due diligence and advisory fees and certain compensation and integration-related expenses as well as the amortization of acquisition-related inventory step-up costs. We believe it is useful for an understanding of our operating performance to exclude acquisition and integration-related costs from Adjusted EBITDA because they are infrequent, are outside of the ordinary course of our operations and do not reflect our operating performance.

Current wording

Acquisition and integration-related costs include direct transaction costs, such as due diligence and advisory fees and certain compensation and integration-related expenses as well as the amortization of acquisition-related inventory step-up costs. We believe it is useful for an understanding of our operating performance to exclude acquisition and integration-related costs from Adjusted EBITDA because they are outside of the ordinary course of our operations and do not reflect our operating performance.

Previous wording

Free Cash Flow represents net cash provided by operating activities, plus the proceeds received from the FCC Reimbursement Program and the interest rate caps, less purchases of property and equipment and the acquisition of intangible assets. We believe that Free Cash Flow provides meaningful information regarding our liquidity. Management believes that Free Cash Flow is useful for investors because it provides them with an important perspective on the cash available for strategic measures, after making necessary capital investments in property and equipment to support the Company’s ongoing business operations and provides them with the same measures that management uses as the basis of making capital allocation decisions.

Current wording

Free Cash Flow represents net cash provided by operating activities, plus the proceeds received from the FCC Reimbursement Program and the interest rate caps, less purchases of property and equipment and the acquisition of intangible assets. We believe that Free Cash Flow provides meaningful information regarding our liquidity. Management believes that Free Cash Flow is useful for investors because it provides them with an important perspective on the cash available for strategic measures, after making necessary capital investments in property and equipment to support the Company’s ongoing business operations and provides them with the same measure that management uses as the basis for making capital allocation decisions.

Previous 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.

Current wording

(1) For the three-month period ended September 30, 2026, the figure consists of severance and other compensation-related costs of $1.6 million and integration support costs of $0.5 million. For the nine-month period ended September 30, 2026, the figure consists of severance and other compensation-related costs of $4.1 million and integration support costs of $1.7 million. For the three-month period ended September 30, 2025, the figure consists of integration support costs of $0.7 million and severance and other compensation-related costs of $2.2 million. For the nine-month period ended September 30, 2025, the figure consists of integration support costs of $6.1 million and severance and other compensation-related costs of $6.9 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 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.

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

Previous wording

On December 3, 2024, Gogo and GIH entered into a second amendment to the 2021 Credit Agreement with Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders party thereto to, among other purposes, (a) increase the aggregate principal amount of revolving commitments available under the 2021 Credit Agreement to an aggregate amount of revolving commitments equal to $122 million and (b) extend the maturity date of the Revolving Facility to December 3, 2029 (subject to such maturity date springing to the date that is 90 days prior to the then-current maturity date of (a) the 2021 Term Loan Facility under the 2021 Credit Agreement and (b) the HPS Term Loan Facility under the HPS Credit Agreement under certain conditions).

Current wording

As detailed in Note 8, “Long-Term Debt and Other Liabilities,” to our Unaudited Condensed Consolidated Financial Statements, on April 30, 2021, GIH entered into the 2021 Credit Agreement (as amended on December 3, 2024 and November 6, 2026) with Gogo, the lenders and issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, which provides for the 2021 Term Loan Facility in an aggregate principal amount of $725.0 million, issued with a discount of 0.5%, and the Revolving Facility, which includes a letter of credit sub-facility. The 2021 Revolving Facility matures on December 3, 2029 (subject to such maturity date springing to the date that is 90 days prior to the then-current maturity date of (a) the 2021 Term Loan Facility under the 2021 Credit Agreement and (b) the HPS Term Loan Facility under the HPS Credit Agreement under certain conditions). As of the Closing Date, the 2021 Term Loan Facility consists of two tranches: the Initial Term Loans in an aggregate principal amount of $33.4 million, which mature on April 30, 2028; and the 2026 Extended Term Loans, in an aggregate principal amount of $544.4 million, which mature on October 31, 2030.

Previous wording

The 2021 Term Loan Facility amortizes in quarterly installments equal to 1% of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the 2021 Term Loan Facility. There are no amortization payments under the Revolving Facility. On May 3, 2023, the Company prepaid $100 million of the outstanding principal amount of the 2021 Term Loan Facility. This prepayment satisfied the required amortization payments for the remaining term of the 2021 Term Loan Facility.

Current wording

The Initial Term Loans amortized in quarterly installments equal to 1% of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the Initial Term Loans. There are no amortization payments under the Revolving Facility. On May 3, 2023, the Company prepaid $100 million of the outstanding principal amount of the Initial Term Loans. This prepayment satisfied the required amortization payments for the remaining term of the Initial Term Loans. The 2026 Extended Term Loans amortize in quarterly installments commencing on March 31, 2027 equal to 0.75% of their initial aggregate principal amount through and including March 31, 2028, 1.125% thereafter through and including March 31, 2029 and 1.25% thereafter, subject to reduction for applicable prepayments, with the remaining balance payable at maturity. The third amendment includes a mechanic for holders of the Initial Term Loan Facility to convert their Initial Term Loans into 2026 Extended Term Loans within a period of time after the Closing Date, with such conversion to be effective as of the Closing Date. GIH is required to prepay $25.0 million of the 2026 Extended Term Loans on the Closing Date (with any additional holders of Initial Term Loans converting after the Closing Date to receive their pro rata share of such amount), $30.0 million of the 2026 Extended Term Loans on or prior to December 31, 2026 and an additional $20.0 million of 2026 Extended Term Loans on or prior to December 31, 2027, in each case subject to reduction for voluntary prepayments and repurchases. These additional mandatory prepayments apply only to the 2026 Extended Term Loans.

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. 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.

Current wording

As also 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

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 June 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.

Current wording

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 Committee 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 September 30, 2026 is $200.0 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.

Previous 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:

Current wording

For the nine-month period ended September 30, 2026, net cash provided by operating activities was $51.4 million as compared with cash provided by operating activities of $116.0 million in the prior-year period. The principal contributors to the year-over-year change in operating cash flows were:

Previous 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.”

Current wording

A $19.6 million decrease in net income and non-cash charges and credits, as noted above under “Results of Operations — Nine Months Ended September 30, 2026 and 2025.”

Previous wording

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

Current wording

A $45.0 million decrease in cash flows related to operating assets and liabilities resulting from:

Previous 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.

Current wording

Cash used in investing activities was $20.8 million for the nine-month period ended September 30, 2026, due to the $45.5 million of capital expenditures noted below, partially offset by $21.4 million of proceeds received from the FCC Reimbursement Program related to the reimbursement of capital expenditures and $3.3 million of proceeds received from interest rate caps.

Previous 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.

Current wording

Cash used in investing activities was $23.5 million for the nine-month period ended September 30, 2025, due to $34.7 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 $9.1 million of proceeds received from interest rate caps and $3.8 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 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.

Current wording

Cash used in financing activities for the nine-month period ended September 30, 2026 was $65.2 million, due to the $40.0 million payment related to the 2025 financial performance milestones of the Earnout Liability, $23.0 million of principal payments on the HPS Term Loan Facility and $2.2 million of stock-based compensation activities.

Previous 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.

Current wording

Cash used in financing activities for the nine-month period ended September 30, 2025 was $1.1 million, due to principal payments on the HPS Term Loan Facility, partially offset by proceeds from stock-based compensation activities.

Previous wording

Capital expenditures increased to $40.2 million for the six-month period ended June 30, 2026, as compared with $12.1 million for the prior-year period due to the build out of the LTE network.

Current wording

Capital expenditures increased to $45.5 million for the nine-month period ended September 30, 2026, as compared with $34.7 million for the prior-year period due to the build out of the LTE network.