GTCR entities report 6,984 deferred units; 91,830 shares indirect

Rhea-AI Filing Summary

GTCR-affiliated reporting persons disclosed a grant of 6,984 deferred share units in Gogo Inc. (GOGO) on 09/30/2025 to director Mr. Mark Anderson. The units vested in full on the grant date and each unit represents the contingent right to receive one share of the company’s common stock.

The deferred share units will be settled in common stock following the director's termination of board service. After the reported grant, the reporting persons state they beneficially own 91,830 shares indirectly. The filing is submitted by GTCR Partners XII/A&C LP and GTCR Investment XII LLC, which describe their relationships and disclaim direct beneficial ownership except to the extent of pecuniary interest.

Positive

• 6,984 deferred share units were granted to a director on 09/30/2025
• The deferred share units vested in full on the grant date
• Reporting persons disclose 91,830 shares of indirect beneficial ownership

Negative

• None.

Insights

Corporate Governance Expert

Director received immediate, settlement‑upon‑termination equity pay.

The report shows a grant of 6,984 deferred share units to director Mark Anderson on 09/30/2025 that vested in full immediately and convert to common stock upon his termination of board service. This is a form of deferred equity compensation that preserves current ownership accounting while delaying share settlement.

The filing also reports 91,830 shares beneficially owned indirectly by the reporting entities. The disclosure clarifies organizational relationships and contains a disclaimer that the reporting persons do not claim direct beneficial ownership except to the extent of pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GTCR Partners XII/A&C LP

(Last) (First) (Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gogo Inc. [ GOGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Share Units	(1)	09/30/2025		A(2)		6,984		(2)	(2)	Common Stock	6,984	$0	91,830	I	See Footnotes(3)(4)

1. Name and Address of Reporting Person^*

GTCR Partners XII/A&C LP

(Last) (First) (Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GTCR Investment XII LLC

(Last) (First) (Middle)

300 NORTH LASALLE STREET

SUITE 5600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each deferred share unit represents the contingent right to receive one share of the Company's common stock.

2. These deferred share units were granted on September 30, 2025 to Mr. Mark Anderson, a director of the Company, and vest in full on the date of grant. The deferred share units will be settled in shares of the Company's common stock following the director's termination of service on the Company's board of directors.

3. Mr. Anderson is an employee of GTCR LLC, an affiliate of the Reporting Persons. Pursuant to the policies of certain GTCR-affiliated entities, Mr. Anderson must hold these securities on behalf of and for the benefit of the GTCR-affiliated entities. GTCR Partners XII/A&C LP is the general partner of Silver (Equity) Holdings, LP and Silver (XII) Holdings, LP, each of which hold securities of the Company. GTCR Investment XII LLC is the general partner of GTCR Partners XII/A&C LP. GTCR Investment XII LLC is managed by a six-member board of managers (the "GTCR Board of Managers"). Each of the Reporting Persons is a "director by deputization" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

4. Each of the Reporting Persons and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons or Mr. Anderson is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

	GTCR Partners XII/A&C LP, By: GTCR Investment XII LLC, its general partner, By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Chief Legal Officer	10/02/2025
	GTCR Investment XII LLC, By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Chief Legal Officer	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What was granted to the director in the Form 4 for GOGO?

The Form 4 reports a grant of 6,984 deferred share units to director Mark Anderson on 09/30/2025.

When do the deferred share units vest and how are they settled?

The units vested in full on the grant date and will be settled in shares of the company's common stock following the director's termination of board service.

How many shares do the reporting persons beneficially own after the transaction?

The filing states the reporting persons beneficially own 91,830 shares indirectly following the reported transaction.

Who filed the Form 4 for these transactions?

The Form 4 was filed by GTCR Partners XII/A&C LP and GTCR Investment XII LLC, with signatures by Jeffrey S. Wright.

Does the filing claim direct beneficial ownership by the reporting persons?

The reporting persons include a disclaimer that they disclaim beneficial ownership except to the extent of their pecuniary interest.