Gogo (GOGO) director Thorne details RSU vesting and share tax sales

Rhea-AI Filing Summary

Gogo Inc. director and 10% owner Oakleigh Thorne reported the automatic vesting and conversion of several tranches of restricted stock units into common stock on January 8, 2026, triggered by the expiration of his employment agreement with the company. RSU blocks of 22,475, 75,620, and 169,642 units each converted into the same number of Gogo common shares on a one-for-one basis.

To cover taxes on these vestings, shares of common stock were withheld at $5.24 per share in amounts including 9,293, 27,966, and 71,788 shares. Following these transactions, Thorne held 1,427,929 Gogo shares directly and 100 shares indirectly through his spouse, while entities associated with him held an additional 27,163,859 and 139,536 shares as described in the footnotes, for which beneficial ownership is disclaimed except to the extent of any 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

THORNE OAKLEIGH

(Last) (First) (Middle)

63 FRONT ST., P.O.

BOX 258

(Street)

MILBROOK NY 12545

(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)
01/08/2026

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

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

X	Form filed by One Reporting Person
	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
Common Stock	01/08/2026		M		22,475	A	(1)	1,291,714	D
Common Stock	01/08/2026		F		9,293	D	$5.24	1,282,421	D
Common Stock	01/08/2026		M		75,620	A	(1)	1,358,041	D
Common Stock	01/08/2026		F		27,966	D	$5.24	1,330,075	D
Common Stock	01/08/2026		M		169,642	A	(1)	1,499,717	D
Common Stock	01/08/2026		F		71,788	D	$5.24	1,427,929	D
Common Stock								100	I	By Spouse
Common Stock								27,303,395	I(6)	See Footnote

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
Restricted Stock Units	(1)	01/08/2026		M(2)			22,475	(3)	(2)(3)	Common Stock	22,475	$0.00	0	D
Restricted Stock Units	(1)	01/08/2026		M(2)			75,620	(4)	(2)(4)	Common Stock	75,620	$0.00	0	D
Restricted Stock Units	(1)	01/08/2026		M(2)			169,642	(5)	(2)(5)	Common Stock	169,642	$0.00	0	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

2. On January 8, 2026, following the expiration of the reporting person's employment agreement with the Company (as previously described in the Company's public filings), all of his outstanding RSUs automatically vested into shares of common stock. The reporting person remains a member of the Company's board of directors. All outstanding RSUs were initially set to vest in four equal annual installments starting on the first anniversary of the respective grant date, subject to continued employment with the Company.

3. Reflects RSUs granted to the reporting person on March 24, 2022.

4. Reflects RSUs granted to the reporting person on March 3, 2023.

5. Reflects RSUs granted to the reporting person on April 1, 2024.

6. Reflects (i) 27,163,859 shares of common stock held directly by Thorndale Farm Gogo, LLC and (ii) 139,536 shares of common stock held directly by OAP, LLC. Thorndale Farm, Inc. is the managing member of Thorndale Farm Gogo, LLC. Mr. Thorne, as the chief executive officer of Thorndale Farm, Inc. may be deemed to have beneficial ownership of the shares of common stock held by Thorndale Farm Gogo, LLC. Additionally, Mr. Thorne, as the managing member of OAP, LLC, may be deemed to have beneficial ownership of the shares of common stock held by OAP, LLC. Mr. Thorne and Thorndale Farm, Inc. disclaim beneficial ownership of such shares of common stock except, in each case, to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Mr. Thorne or Thorndale Farm, Inc. is a beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose.

	/s/ Crystal L. Gordon, Attorney-in-Fact for Oakleigh Thorne	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Gogo (GOGO) disclose for Oakleigh Thorne?

The company disclosed that Oakleigh Thorne, a director and 10% owner, had multiple blocks of restricted stock units (RSUs) automatically vest and convert into Gogo common stock on January 8, 2026, following the expiration of his employment agreement.

How many Gogo (GOGO) RSUs vested and converted to common stock?

On January 8, 2026, RSU grants of 22,475, 75,620, and 169,642 units vested, each converting into the same number of Gogo common shares on a one-for-one basis as described in the filing.

Were any Gogo (GOGO) shares sold in connection with Oakleigh Thorne’s RSU vesting?

The form shows transactions coded F, indicating shares of Gogo common stock were withheld to pay taxes, including 9,293, 27,966, and 71,788 shares at a price of $5.24 per share, rather than open-market discretionary sales.

How many Gogo (GOGO) shares does Oakleigh Thorne hold directly after these transactions?

After the reported transactions on January 8, 2026, Oakleigh Thorne directly held 1,427,929 shares of Gogo common stock, according to the Form 4.

What indirect Gogo (GOGO) holdings are associated with Oakleigh Thorne?

The footnotes state that entities associated with Thorne hold 27,163,859 Gogo shares through Thorndale Farm Gogo, LLC and 139,536 shares through OAP, LLC. Thorne and Thorndale Farm, Inc. may be deemed to have beneficial ownership but disclaim beneficial ownership except to the extent of any pecuniary interest.

Does Oakleigh Thorne remain involved with Gogo (GOGO) after his employment agreement expired?

Yes. The footnotes explain that, even though his employment agreement expired and triggered the RSU vesting, Thorne remains a member of Gogo’s board of directors.