Gogo EVP & COO Cuts Stake 88% via 10b5-1 Plan Filing

Rhea-AI Filing Summary

Gogo Inc. (GOGO) – Form 4 insider transaction

Executive Vice President & Chief Operating Officer Michael Begler disclosed the sale of 107,136 common shares on 18 June 2025 at $15.00 per share, generating roughly $1.61 million in proceeds. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on 19 March 2025, which expired upon completion of this trade.

After the disposition, Begler’s direct ownership is 14,454 shares, an estimated 88 % reduction from the 121,590 shares previously held. The updated figure incorporates 2,050 shares purchased via the 2024 Employee Stock Purchase Plan since the prior Form 4 filed on 3 April 2025.

No derivative securities were bought or sold, and no additional transactions were reported. While sizeable insider sales can signal diminished confidence, the use of a Rule 10b5-1 plan suggests the trade was scheduled independently of any non-public information, partially mitigating negative interpretation.

Positive

• Sale executed under a Rule 10b5-1 plan, reducing concerns over information asymmetry and suggesting the trade was pre-scheduled.
• Executive continues to hold shares and recently purchased 2,050 shares via the ESPP, maintaining some alignment with shareholder interests.

Negative

• COO sold 107,136 shares (~$1.6 million), cutting his direct stake by ~88%, which may be perceived as a bearish signal.
• Remaining ownership is only 14,454 shares, potentially weakening long-term incentive alignment between the executive and shareholders.

Insights

Equity Analyst

TL;DR: COO offloads 107k shares; ownership drops 88%; mildly bearish despite 10b5-1 shield.

The volume and value of the sale (~$1.6 million) represent a substantial reduction in Begler’s personal exposure to Gogo equity, leaving only 14,454 shares. Such a steep decrease from an executive directly overseeing operations can be read as reduced long-term conviction, especially given recent sector volatility. Although the 10b5-1 plan limits information-asymmetry concerns, the magnitude still adds downward sentiment pressure and may weigh on short-term trading dynamics.

Corporate Governance Expert

TL;DR: Pre-planned 10b5-1 sale; governance impact neutral, disclosure adequate.

The filing follows best-practice disclosure standards: adoption date, plan expiration, and ESPP activity are clearly stated. Rule 10b5-1 use signals procedural compliance and reduces litigation risk. While large, the transaction does not appear to violate blackout or policy restrictions. Board oversight of executive trading plans remains important, but this specific activity is unlikely to trigger governance red flags.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Begler Michael

(Last) (First) (Middle)

105 EDGEVIEW DRIVE STE 300

(Street)

BROOMFIELD CO 80021

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		S(1)		107,136	D	$15	14,454(2)	D

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

Explanation of Responses:

1. The sale of these shares of common stock was made pursuant to a Rule 10b5-1 trading arrangement (intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934) adopted on March 19, 2025, which expired with this sale.

2. Amount also reflects 2,050 shares of common stock purchased under the 2024 Employee Stock Purchase Plan since Mr. Begler's latest Form 4 filing on April 3, 2025.

	/s/ Crystal L. Gordon, Attorney-in-Fact for Michael Begler	06/20/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many GOGO shares did COO Michael Begler sell?

He sold 107,136 common shares on 18 June 2025.

What was the sale price reported in the Form 4?

The shares were sold at $15.00 per share.

How many Gogo Inc. shares does Begler own after the transaction?

After the sale, he directly owns 14,454 shares.

Was the transaction part of a 10b5-1 trading plan?

Yes. It was executed under a Rule 10b5-1 plan adopted on 19 March 2025 that expired with this sale.

Did the filing report any derivative security transactions?

No derivative securities were acquired or disposed of in this Form 4.

How much cash did the insider generate from the sale?

Gross proceeds are approximately $1.61 million (107,136 shares × $15).