GOGO director award boosts ownership to 192,028 shares

Rhea-AI Filing Summary

Michele Coleman Mayes, a director of Gogo Inc. (GOGO), was granted 5,820 deferred share units on 09/30/2025. Each deferred share unit represents the contingent right to receive one share of the company’s common stock. The units vest immediately on the grant date and will be settled in shares following the director’s termination of board service. After the grant, Ms. Mayes beneficially owns 192,028 shares of Gogo common stock. The Form 4 was signed on 10/02/2025 by an attorney-in-fact for Ms. Mayes.

Positive

• 5,820 deferred share units granted with immediate vesting, aligning director pay with shareholder outcomes
• Reported beneficial ownership increased to 192,028 shares, enhancing director equity stake

Negative

• Deferred share units settle in common stock upon termination, which will dilute outstanding shares when settled

Insights

Corporate Governance Analyst

Director received immediate-vesting deferred share units totaling 5,820 on 09/30/2025.

The grant of 5,820 deferred share units that vest immediately indicates a routine director compensation event rather than a performance-based award. Because the units settle in common stock upon Ms. Mayes’ board departure, the grant aligns long-term pay with continued service.

This transaction increases Ms. Mayes’ reported beneficial ownership to 192,028 shares, but the award’s settlement timing delays share issuance until termination, which limits immediate dilution.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MAYES MICHELE COLEMAN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Share Units	5,820	$0.00	--

Holdings After Transaction: Deferred Share Units — 192,028 shares (Direct)

Footnotes (1)

1. Each deferred share unit represents the contingent right to receive one share of the Company's common stock. These deferred share units were granted on September 30, 2025, and immediately vest in full on the grant date. 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.

Form 4 Insider Transactions: What Each Field Means →

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).

1. Name and Address of Reporting Person^*

MAYES MICHELE COLEMAN

(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)

X	Director		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)

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

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		5,820		(2)	(2)	Common Stock	5,820	$0.00	192,028	D

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, and immediately vest in full on the grant date. 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.

	/s/ Crystal L. Gordon, Attorney-in-Fact for Michele Coleman Mayes	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).
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

What did Gogo director Michele Coleman Mayes receive on 09/30/2025?

She was granted 5,820 deferred share units, each representing the right to one share of common stock.

When do the deferred share units vest and settle?

The units vest immediately on the grant date and will be settled in common stock following the director's termination of board service.

How many Gogo shares does Michele Coleman Mayes beneficially own after the grant?

She beneficially owns 192,028 shares following the reported transaction.

What is the transaction date and filing signature date on the Form 4?

The grant transaction date is 09/30/2025 and the Form 4 was signed on 10/02/2025 by an attorney-in-fact.

Does this Form 4 report an immediate dilution to shareholders?

The deferred share units will be settled in shares upon termination, so any dilution occurs when settlement happens, not immediately on grant.