Gogo Inc 2025年度报告

$QQXDO 5HSRUW 7KH RQO\ JOREDO PXOWLRUELW XOWUDKLJK EDQGZLGWKFRQQHFWLYLW\ FRPSDQ\ VHUYLQJ WKH EXVLQHVV DYLDWLRQDQG PLOLWDU\JRYHUQPHQW PDUNHWV (Mark One):☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the transition period from __________ to __________ Commission File Number: 001-35975 Gogo Inc.(Exact name of registrant as specified in its charter) 27-1650905(I.R.S. EmployerIdentification No.) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☑ (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☑No☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Documents Incorporated By Reference Portions of the registrant’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. Such Proxy Statementwill be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2025. Gogo Inc. INDEX PagePart I.Item 1.Business5Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments40Item 1C.Cybersecurity40Item 2.Properties41Item 3.Legal Proceedings41Item 4.Mine Safety Disclosures42Part II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities43Item 6.Reserved44Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures About Market Risk59Item 8.Financial Statements and Supplementary Data61Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure98Item 9A.Controls and Procedures98Item 9B.Other Information99Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections99Part III.Item 10.Directors, Executive Officers and Corporate Governance102Item 11.Executive Compensation102Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters102Item 13.Certain Relationships and Related Transactions, and Director Independence103Item 14.Principal Accounting Fees and Services103Part IV.Item 15.Exhibits, Financial Statement Schedules104Item 16.Form 10-K Summary108 INTRODUCTORY NOTE Unless the context otherwise indicates or requires, as used in this Annual Report on Form 10-K for the fiscal year endedDecember 31, 2025, references to: (i) “we,” “us,” “our,” “Gogo,” or the “Company” refer to Gogo Inc. and its directly andindirectly owned subsidiaries as a combined entity, except where otherwise stated or where it is clear that the term means only GogoInc. exclusive of its subsidiaries; and (ii) “fiscal,” when used in reference to any twelve-month period ended December 31, refers toour fiscal year ended December 31. Unless otherwise indicated, information contained in this Annual Report on Form 10-K is as ofDecember 31, 2025. We have made rounding adjustments to reach some of the figures included in this Annual Report on Form 10-Kand, unless otherwise indicated, percentages presented in this Annual Report on Form 10-K are approximate. Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary Certain statements in this Annual Report on Form 10-K may constitute “forward-looking” statements within the meaning of thePrivate Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regardingour industry, business strategy, acquisitions, plans, goals and expectations concerning our market position, international expansion,future technologies, future operations, margins, profitability, future efficiencies, capital expenditures, liqui