38046CAB5

The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with our unaudited condensed consolidated interim financial statements and the related notes contained elsewhere in this Quarterly Report on Form 10-Q. Unless the context otherwise indicates or requires, the terms “we,” “our,” “us,” “Gogo,” and the “Company,” as used in this Quarterly Report on Form 10-Q, refer to Gogo Inc. and its directly and indirectly owned subsidiaries as a combined entity, except where otherwise stated or where it is clear that the terms refer only to Gogo Inc. exclusive of its subsidiaries. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under “Risk Factors” in the 2025 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Our fiscal year ends December 31 and, unless otherwise noted, references to “years” or “fiscal” are for fiscal years ended December 31. See “— Results of Operations.” Company Overview Gogo is the only multi-orbit, multi-band in-flight connectivity provider offering connectivity technology purpose-built for business and military/government aviation. We have a holistic approach of providing broadband connectivity services to our customers from small to large aircraft and heavy jets through our ATG technology and integrated LEO and GEO satellite solutions provided by multiple satellite constellations owned by our satellite network partners. We aim to deliver to our customers consistent, global tip-to-tail connectivity with a suite of software, hardware, and advanced infrastructure supported by a 24/7/365 in-person customer support team to fit their every need. Factors and Trends Affecting Our Results of Operations We believe that our operating and business performance is driven by various factors that affect the business and military/government aviation industries, including trends affecting the travel industry and trends affecting the customer bases that we target, as well as factors that affect wireless Internet service providers and general macroeconomic factors. Key factors that may affect our future performance include: •our ability to implement on a timely basis and costs associated with the ongoing implementation of our technology roadmap, including installation of and/or upgrades to the ATG Broadband technologies we currently offer, Gogo 5G, Gogo Galileo, LTE and any other next generation or other new technology that we develop or acquire; •our ability to manage issues and related costs that may arise in connection with the implementation of our technology roadmap, including technological issues and related remediation efforts, technological shifts, failures or delays on the part of antenna, chipset, and other equipment developers and providers or satellite network providers, some of which are single-source; •our ability to license additional spectrum and make other improvements to our ATG network and operations as technology and user expectations change; •the number of aircraft in service in our markets, including consolidations or changes in fleet size by one or more of our large-fleet customers; •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; •disruptions to supply chains in the aviation industry and installations of our equipment driven by, among other things, labor shortages; •the extent of our customers’ adoption of our products and services, which is affected by, among other things, willingness to pay for the services that we provide, the quality and reliability of our products and services, changes in technology and competition from current competitors and new market entrants; •our ability to engage suppliers of equipment components and network services on a timely basis and on commercially reasonable terms, including, without limitation, electronic components such as semiconductor memory and storage products (among others, dynamic random access memory (“DRAM”) and NAND flash memory), due to the surging buildout of artificial intelligence-related computing infrastructure; 26 •our ability to fully utilize portions of our deferred income tax assets; •changes in laws, regulations, policies and interpretations affecting our business, the business of our customers and suppliers globally, including changes that impact the design of our equipment and our ability to obtain required certifications for our equipment and services, and telecommunications services globally, including those affecting our ability to maintain our licenses for ATG spectrum in the United States, obtain sufficient rights to use additional ATG spectrum and/or other sources of broadband connectivity to deliver our services, including Gogo Galileo and Gogo 5G, expand our service offerings and manage our network; and •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. Key Business Metrics Our management regularly reviews financial and operating metrics, including the following key business metrics, to evaluate the performance of our business and our success in executing our business plan, make decisions regarding resource allocation and corporate strategies, and evaluate forward-looking projections. For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 ATG aircraft online AVANCE 4,603 4,791 4,603 4,791 Gogo 5G 38 - 38 - Gogo Biz 1,090 1,939 1,090 1,939 Total ATG aircraft online 5,731 6,730 5,731 6,730 GEO aircraft online 1,306 1,321 1,306 1,321 Gogo Galileo aircraft online 184 — 184 — Average monthly connectivity service revenue per ATG aircraft online $ 3,309 $ 3,445 $ 3,330 $ 3,448 ATG units sold 297 405 808 722 Gogo Galileo units shipped 108 36 200 72 •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. •Gogo 5G aircraft online. We define Gogo 5G aircraft online as the total number of aircraft equipped with our Gogo 5G system for which we provide ATG services to business aviation customers in the last month of the period presented. This number excludes military/government Gogo 5G aircraft online. •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. •GEO aircraft online. We define GEO aircraft online as the total number of aircraft for which we provide GEO broadband services to business aviation customers as of the last day of each period presented. This number excludes aircraft receiving services through GEO satellite networks that are end-of-life and military/government GEO aircraft online. •Gogo Galileo aircraft online. We define Gogo Galileo aircraft online as the total number of aircraft for which we provide Gogo Galileo LEO broadband services in the last month of the period presented. This number excludes military/government Gogo Galileo aircraft online. This metric was not presented prior to the fiscal year ended December 31, 2025, as Gogo Galileo was only first deployed in 2025. •Average monthly connectivity service revenue per ATG aircraft online (“ARPU”). We define ARPU as the aggregate ATG connectivity service revenue for the period divided by the number of months in the period, divided by the 27 number of ATG aircraft online during the period (expressed as an average of the month end figures for each month in such period). Revenue share earned from Intelsat is excluded from this calculation. •ATG units sold. We define units sold as the number of ATG units for which we recognized revenue during the period. •Gogo Galileo units shipped. We define Gogo Galileo units shipped as the number of Galileo units shipped to our distribution partners during the period, including units used to obtain Supplemental Type Certificates. Key Components of Consolidated Statements of Operations There have been no material changes to our key components of Unaudited Condensed Consolidated Statements of Operations as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) in our 2025 10-K. Critical Accounting Estimates Our discussion and analysis of our financial condition and results of operations are based on our Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of our Unaudited Condensed Consolidated Financial Statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related exposures. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. In some instances, we could reasonably use different accounting estimates, and in some instances, actual results could differ significantly from our estimates. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the assumptions and estimates associated with our goodwill impairment analysis and the fair value of the Earnout Liability associated with the acquisition of Satcom Direct have the greatest potential impact on and are the most critical to fully understanding and evaluating our reported financial results, and that they require our most difficult, subjective or complex judgments. There have been no material changes to our critical accounting estimates described in the MD&A in our 2025 10-K. Recent Accounting Pronouncements See Note 1, “Basis of Presentation,” to our Unaudited Condensed Consolidated Financial Statements for additional information. 28 Results of Operations The following tables set forth, for the periods presented, certain data from our Unaudited Condensed Consolidated Statements of Operations. The information contained in the table below should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related notes. Gogo Inc. and Subsidiaries Unaudited Condensed Consolidated Statements of Operations (in thousands) For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Revenue: Service revenue $ 191,272 $ 193,965 $ 379,004 $ 392,577 Equipment revenue 31,539 32,073 70,126 63,768 Total revenue 222,811 226,038 449,130 456,345 Operating expenses: Cost of service revenue (exclusive of amounts shown below) 98,110 91,383 196,424 185,430 Cost of equipment revenue (exclusive of amounts shown below) 31,100 27,681 66,088 57,007 Engineering, design and development 9,667 12,522 16,159 26,397 Sales and marketing 13,286 14,741 26,777 28,951 General and administrative 23,989 28,633 50,197 58,152 Depreciation and amortization 17,009 15,117 32,148 29,260 Total operating expenses 193,161 190,077 387,793 385,197 Operating income 29,650 35,961 61,337 71,148 Other expense (income): Interest income (685 ) (1,182 ) (1,839 ) (1,772 ) Interest expense 17,593 16,411 34,439 32,969 Change in fair value of Earnout Liability 7,200 3,900 2,257 3,900 Loss on extinguishment of debt 394 — 394 — Other expense (income), net (1,622 ) (149 ) (1,717 ) 85 Total other expense 22,880 18,980 33,534 35,182 Income before income taxes 6,770 16,981 27,803 35,966 Income tax provision 8,779 4,174 16,727 11,117 Net income (loss) $ (2,009 ) $ 12,807 $ 11,076 $ 24,849 29 Three and Six Months Ended June 30, 2026 and 2025 Below is a discussion of changes in the results in operations for the three- and six-month periods ended June 30, 2026 and 2025. Revenue: 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): For the Three Months Ended June 30, % Change For the Six Months Ended June 30, % Change 2026 2025 2026 over 2025 2026 2025 2026 over 2025 Service revenue $ 191,272 $ 193,965 (1.4 )% $ 379,004 $ 392,577 (3.5 )% Equipment revenue 31,539 32,073 (1.7 )% 70,126 63,768 10.0 % Total revenue $ 222,811 $ 226,038 (1.4 )% $ 449,130 $ 456,345 (1.6 )% Total revenue decreased to $222.8 million and $449.1 million, respectively, for the three- and six-month periods ended June 30, 2026, as compared with $226.0 million and $456.3 million, respectively, for the prior-year periods. 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. 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. 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. Cost of Revenue: 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): For the Three Months Ended June 30, % Change For the Six Months Ended June 30, % Change 2026 2025 2026 over 2025 2026 2025 2026 over 2025 Cost of service revenue $ 98,110 $ 91,383 7.4 % $ 196,424 $ 185,430 5.9 % Cost of equipment revenue $ 31,100 $ 27,681 12.4 % $ 66,088 $ 57,007 15.9 % 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. 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. 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. 30 Engineering, Design and Development Expenses: 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. 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. Sales and Marketing Expenses: Sales and marketing expenses decreased 9.9% and 7.5% to $13.3 million and $26.8 million, respectively, for the three- and six-month periods ended June 30, 2026, as compared with $14.7 million and $29.0 million for the prior-year periods due to lower marketing costs. We expect sales and marketing expenses as a percentage of service revenue to remain relatively steady in the future. General and Administrative Expenses: 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. We expect general and administrative expenses to decrease over time as acquisition and integration activities complete. Depreciation and Amortization: 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. We expect that our depreciation and amortization expense will remain relatively flat in the future. Other Expense (Income): 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): For the Three Months Ended June 30, % Change 2026 2025 2026 over 2025 Interest income $ (685 ) $ (1,182 ) (42.0 )% Interest expense 17,593 16,411 7.2 % Change in fair value of Earnout Liability 7,200 3,900 84.6 % Loss on extinguishment of debt 394 — nm Other expense (income), net (1,622 ) (149 ) 988.6 % Total $ 22,880 $ 18,980 20.5 % For the Six Months Ended June 30, % Change 2026 2025 2026 over 2025 Interest income $ (1,839 ) $ (1,772 ) 3.8 % Interest expense 34,439 32,969 4.5 % Change in fair value of earnout liability 2,257 3,900 (42.1 )% Loss on extinguishment of debt 394 — nm Other expense (income), net (1,717 ) 85 nm Total $ 33,534 $ 35,182 (4.7 )% Percentage changes that are considered not meaningful are denoted with nm. 31 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. 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. Income Taxes: 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. We expect our income tax provision to increase in the long term as we continue to generate positive pre-tax income. 32 Non-GAAP Measures 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. Definition and Reconciliation of Non-GAAP Measures EBITDA represents net income attributable to common stock before interest expense, interest income, income taxes and depreciation and amortization expense. 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. We believe that the exclusion of stock-based compensation expense from Adjusted EBITDA provides a clearer view of the operating performance of our business and is appropriate given that grants made at a certain price and point in time do not necessarily reflect how our business is performing at any particular time. While we believe that investors should have information about any dilutive effect of outstanding options and the cost of that compensation, we also believe that stockholders should have the ability to consider our performance using a non-GAAP financial measure that excludes these costs and that management uses to evaluate our business. 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. We believe it is useful for an understanding of our operating performance to exclude the changes in fair value of the Earnout Liability related to the acquisition of Satcom Direct from Adjusted EBITDA because this activity is outside of the ordinary course of our operations and does not reflect our operating performance. We believe it is useful for an understanding of our operating performance to exclude the change in fair value of convertible note investment from Adjusted EBITDA because this activity is not related to our operating performance. We believe it is useful for an understanding of our operating performance to exclude the loss on extinguishment of debt from Adjusted EBITDA because this activity is not related to our operating performance. We also present Adjusted EBITDA as a supplemental performance measure because we believe that this measure provides investors, securities analysts and other users of our consolidated financial statements with important supplemental information with which to evaluate our performance and to enable them to assess our performance on the same basis as management. 33 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. Gogo Inc. and Subsidiaries Reconciliation of GAAP to Non-GAAP Measures (in thousands, unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Adjusted EBITDA: Net income (loss) attributable to common stock (GAAP) $ (2,009 ) $ 12,807 $ 11,076 $ 24,849 Interest expense 17,593 16,411 34,439 32,969 Interest income (685 ) (1,182 ) (1,839 ) (1,772 ) Income tax provision 8,779 4,174 16,727 11,117 Depreciation and amortization 17,009 15,117 32,148 29,260 EBITDA 40,687 47,327 92,551 96,423 Stock-based compensation expense 5,237 6,367 10,070 11,858 Change in fair value of Earnout Liability 7,200 3,900 2,257 3,900 Acquisition and integration-related costs(1) 1,873 3,633 3,688 10,100 Amortization of acquisition-related inventory step-up costs — 748 — 1,496 Change in fair value of convertible note investment (1,739 ) (253 ) (1,969 ) — Loss on extinguishment of debt 394 — 394 — Adjusted EBITDA $ 53,652 $ 61,722 $ 106,991 $ 123,777 Free Cash Flow: Net cash provided by operating activities (GAAP) $ 32,300 $ 36,711 $ 25,064 $ 69,183 Consolidated capital expenditures (12,182 ) (5,937 ) (40,195 ) (12,106 ) Proceeds from FCC Reimbursement Program for property, equipment and intangibles 436 (155 ) 15,322 409 Proceeds from interest rate caps 1,051 2,918 2,231 6,088 Free cash flow $ 21,605 $ 33,537 $ 2,422 $ 63,574 (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. Material limitations of Non-GAAP measures Although EBITDA, Adjusted EBITDA and Free Cash Flow are measurements frequently used by investors and securities analysts in their evaluations of companies, EBITDA, Adjusted EBITDA and Free Cash Flow each have limitations as an analytical 34 tool, and you should not consider them in isolation or as a substitute for, or more meaningful than, amounts determined in accordance with GAAP. Some of these limitations include: •EBITDA and Adjusted EBITDA do not reflect interest income or expense; •EBITDA and Adjusted EBITDA do not reflect cash requirements for our income taxes; •EBITDA and Adjusted EBITDA do not reflect depreciation and amortization, which are significant and unavoidable operating costs given the level of capital expenditures needed to maintain our business; •Adjusted EBITDA does not reflect non-cash components of employee compensation; •Adjusted EBITDA does not reflect the change in the fair value of the Earnout Liability from the Satcom Direct acquisition; •Adjusted EBITDA does not reflect acquisition and integration-related costs; •Adjusted EBITDA does not reflect amortization of acquisition-related inventory step-up costs; •Adjusted EBITDA does not reflect the change in fair value of convertible note investment; •Free Cash Flow does not represent the total increase or decrease in our cash balance for the period; and •since other companies in industries related to ours may calculate these measures differently from the way we do, their usefulness as comparative measures may be limited. Liquidity and Capital Resources The following table presents a summary of our cash flow activity for the periods set forth below (in thousands): For the Six Months Ended June 30, 2026 2025 Net cash provided by operating activities $ 25,064 $ 69,183 Net cash used in investing activities (22,571 ) (7,221 ) Net cash used in financing activities (64,639 ) (2,269 ) Effect of foreign exchange rate changes on cash 63 557 Net increase in cash, cash equivalents and restricted cash (62,083 ) 60,250 Cash, cash equivalents and restricted cash at the beginning of period 125,690 42,304 Cash, cash equivalents and restricted cash at the end of period $ 63,607 $ 102,554 Supplemental information: Cash, cash equivalents and restricted cash at the end of period $ 63,607 $ 102,554 Less: current restricted cash 85 73 Less: non-current restricted cash 390 396 Cash and cash equivalents at the end of the period $ 63,132 $ 102,085 We have historically financed our growth and cash needs primarily through the issuance of common stock, debt and cash from operating activities. We continually evaluate our ongoing capital needs in light of increasing demand for our services, capacity requirements, evolving user expectations regarding the in-flight connectivity experience, evolving technologies in our industry and related strategic, operational and technological opportunities. Our capital management activities include the assessment of opportunities to raise additional capital in the public and private markets, utilizing one or more of the types of capital raising transactions through which we have historically financed our growth and cash needs, as well as other means of capital raising not previously used by us. Liquidity: Based on our current plans, we expect our cash and cash equivalents, cash flows provided by operating activities and access to the Revolving Facility and capital markets will be sufficient to meet the cash requirements of our business, capital expenditure requirements and debt maturities for at least the next twelve months and thereafter for the foreseeable future. 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 35 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. As detailed in Note 8, “Long-Term Debt and Other Liabilities,” on April 30, 2021, GIH entered into the 2021 Credit Agreement 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 Term Loan Facility matures on April 30, 2028. 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). 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. 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. The Credit Agreements contain customary events of default, which, if any of them occurred, would permit or require the principal, premium, if any, and interest on all of the then outstanding obligations under the Facilities to be due and payable immediately and the commitments under the Revolving Facility to be terminated. The Credit Agreements contain covenants that limit the ability of GIH and its subsidiaries to incur additional indebtedness. Further, market conditions and/or our financial performance may limit our access to additional sources of equity or debt financing, or our ability to pursue potential strategic alternatives. As a result, we may be unable to finance the growth of our business to the extent that our cash, cash equivalents and short-term investments and cash generated through operating activities prove insufficient or we are unable to raise additional financing through the issuance of equity, permitted incurrences of debt (by us or by GIH and its subsidiaries), or the pursuit of potential strategic alternatives. 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. For additional information on the interest rate caps, see Note 9, “Derivative Instruments and Hedging Activities,” to our Unaudited Condensed Consolidated Financial Statements. 36 Cash flows provided by Operating Activities: The following table presents a summary of our cash flows from operating activities for the periods set forth below (in thousands): For the Six Months Ended June 30, 2026 2025 Net income $ 11,076 $ 24,849 Non-cash charges and credits 63,799 59,890 Changes in operating assets and liabilities (49,811 ) (15,556 ) Net cash provided by operating activities $ 25,064 $ 69,183 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: •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.” •A $34.3 million decrease in cash flows related to operating assets and liabilities resulting from: oA decrease in cash flows due to the following: ▪Changes in inventories due to increased equipment purchases; and ▪Changes in accrued liabilities due to the timing of payments related to personnel costs. oPartially offset by an increase in cash flows due to the following: ▪Net changes in accounts payable and accrued liabilities due to the timing of payments related to inventory; and ▪Changes in prepaid expenses and other current assets related to the FCC Reimbursement Program. Cash flows used in Investing Activities: 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. 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. Cash flows used in Financing Activities: 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. 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. Capital Expenditures Our operations require capital expenditures associated with the expansion of our ATG network and data centers. We capitalize software development costs related to network technology solutions and new product/service offerings. We also capitalize costs related to the build-out of our office locations. 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. We expect that our capital expenditures will decrease in the future as the build out of the LTE network nears completion. 37 Other Contractual Commitments: We have agreements with various vendors under which we have remaining commitments to purchase hardware components and development services. Such commitments will become payable as we receive the hardware components or as development services are provided. See Note 15, “Commitments and Contingencies,” to our Unaudited Condensed Consolidated Financial Statements for additional information. Leases and Cell Site Contracts: We have lease agreements relating to certain facilities and equipment, which are considered operating leases. See Note 14, “Leases,” to our Unaudited Condensed Consolidated Financial Statements for additional information. 38