GTCR entities receive Gogo deferred share units

Gogo Inc. reported that entities affiliated with GTCR indirectly acquired 14,925 deferred share units linked to its common stock.

Rhea-AI Filing Summary

Gogo Inc. reported that entities affiliated with GTCR indirectly acquired 14,925 deferred share units linked to its common stock. The award was granted as director compensation to Mark Anderson, an employee of GTCR LLC and a director of Gogo.

Each deferred share unit represents the right to receive one share of Gogo common stock and will vest in full on the one-year anniversary of the March 31, 2026 grant date. Settlement will occur in common shares after Anderson’s service on the board ends. Following this grant, the GTCR-affiliated entities report 119,630 deferred share units, while disclaiming beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

Grant/Award: 14,925 shares

Grant/Award 1 txn

Insider GTCR Partners XII/A&C LP, GTCR Investment XII LLC

Role Director, 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Deferred Share Units	14,925	$0.00	$0.00

Holdings After Transaction: Deferred Share Units — 119,630 contracts (Indirect, See Footnotes)

Footnotes (4)

1. F1. Each deferred share unit represents the contingent right to receive one share of the Company's common stock.
2. F2. These deferred share units were granted on March 31, 2026 to Mr. Mark Anderson, a director of the Company, and will vest in full on the one-year anniversary of 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.
3. F3. 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. F4. 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.

Key Figures

Deferred share units granted: 14,925 units Deferred share units after grant: 119,630 units Unit-to-share ratio: 1 unit = 1 share +1 more

4 metrics

Deferred share units granted 14,925 units Grant to director Mark Anderson on March 31, 2026

Deferred share units after grant 119,630 units Total reported for GTCR-affiliated entities following transaction

Unit-to-share ratio 1 unit = 1 share Each deferred share unit equals one Gogo common share

Vesting period 1 year Units vest on the one-year anniversary of March 31, 2026

Key Terms

Deferred Share Units, director by deputization, pecuniary interest, Section 16

4 terms

Deferred Share Units financial

"Each deferred share unit represents the contingent right to receive one share"

Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.

director by deputization regulatory

"Each of the Reporting Persons is a "director by deputization" for purposes of Section 16"

pecuniary interest financial

"disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein"

Section 16 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Gogo (GOGO) disclose in this Form 4?

Gogo disclosed that GTCR-affiliated entities indirectly received 14,925 deferred share units as compensation for director Mark Anderson. Each unit is tied to one Gogo common share, increasing their reported deferred share unit position to 119,630 units after the grant.

Who is Mark Anderson in relation to Gogo (GOGO) and GTCR?

Mark Anderson is a director of Gogo and an employee of GTCR LLC, an affiliate of the reporting GTCR entities. Under GTCR policies, he must hold the awarded deferred share units for the benefit of GTCR-affiliated entities rather than personally.

How many deferred share units do GTCR-affiliated entities hold in Gogo (GOGO) after this grant?

After the March 31, 2026 grant of 14,925 deferred share units, GTCR-affiliated entities report holding 119,630 deferred share units. Each deferred share unit represents a contingent right to receive one share of Gogo common stock in the future.

When do the newly granted Gogo (GOGO) deferred share units vest and settle?

The 14,925 deferred share units granted to Mark Anderson on March 31, 2026 will vest in full on the one-year anniversary of that date. They will be settled in Gogo common stock after his service on the company’s board of directors ends.

Do GTCR entities claim full beneficial ownership of these Gogo (GOGO) securities?

The GTCR-affiliated reporting persons disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest. The Form 4 states the report should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 05:15 PM Learn about SEC filing dates

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).

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^*

GTCR Partners XII/A&C LP

(Last) (First) (Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO ILLINOIS 60654

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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

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

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)	03/31/2026		A(2)		14,925		(2)	(2)	Common Stock	14,925	$0	119,630	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 ILLINOIS 60654

(City) (State) (Zip)

UNITED STATES

(Country)

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 ILLINOIS 60654

(City) (State) (Zip)

UNITED STATES

(Country)

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 March 31, 2026 to Mr. Mark Anderson, a director of the Company, and will vest in full on the one-year anniversary of 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.

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	04/02/2026
	GTCR Investment XII LLC, By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Chief Legal Officer	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)