GTCR entities receive 19,354 Gogo deferred share units

Gogo Inc. reported that affiliates GTCR Partners XII/A&C LP and GTCR Investment XII LLC indirectly acquired 19,354 deferred share units tied to Gogo common stock.

Rhea-AI Filing Summary

Gogo Inc. reported that affiliates GTCR Partners XII/A&C LP and GTCR Investment XII LLC indirectly acquired 19,354 deferred share units tied to Gogo common stock. The units were granted on June 30, 2026 to director Mark Anderson as compensation and vest immediately on the grant date.

Each deferred share unit represents the right to receive one share of common stock, to be settled after Mr. Anderson leaves the board. Under GTCR policies, he must hold these securities for the benefit of GTCR-affiliated entities, and the reporting persons disclaim beneficial ownership beyond any pecuniary interest. Following this grant, the reported deferred share unit balance is 138,984 units held indirectly.

Insider Trade Summary

Grant/Award: 19,354 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	19,354	$0.00	$0.00

Holdings After Transaction: Deferred Share Units — 138,984 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 June 30, 2026 to Mr. Mark Anderson, a director of the Company, 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.
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: 19,354 units Deferred units after transaction: 138,984 units Conversion ratio: 1 unit = 1 share +1 more

4 metrics

Deferred share units granted 19,354 units Grant to director Mark Anderson on June 30, 2026

Deferred units after transaction 138,984 units Indirect holdings following the June 30, 2026 grant

Conversion ratio 1 unit = 1 share Each deferred share unit equals one Gogo common share

Transaction code A (grant/award acquisition) Compensation-related acquisition of deferred share units

Key Terms

Deferred Share Units, director by deputization, Section 16, beneficial ownership

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"

Section 16 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934"

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.

beneficial ownership financial

"disclaims beneficial ownership of the securities reported herein, except to the extent"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

Gogo reported an indirect acquisition of 19,354 deferred share units linked to its common stock. These units were granted to director Mark Anderson and are held for the benefit of GTCR-affiliated entities under their internal policies.

Who are the reporting persons in Gogo (GOGO) GTCR Form 4 filing?

The reporting persons are GTCR Partners XII/A&C LP and GTCR Investment XII LLC. Both are significant Gogo security holders and are treated as directors by deputization under Section 16 of the Securities Exchange Act for this position.

How many Gogo (GOGO) deferred share units were granted and what do they represent?

The filing shows a grant of 19,354 deferred share units. Each unit represents the contingent right to receive one share of Gogo common stock, which will be delivered after the director’s termination of service from the company’s board.

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

The deferred share units granted on June 30, 2026 vest immediately in full on that grant date. However, they will be settled in shares of Gogo common stock only after the director’s termination of service from the company’s board.

What is the total Gogo (GOGO) deferred share unit balance after this GTCR transaction?

After the reported acquisition, the indirect holdings show a total of 138,984 deferred share units. This balance reflects the number of units reported as beneficially held indirectly following the June 30, 2026 grant transaction.

How is beneficial ownership described for GTCR in this Gogo (GOGO) Form 4?

GTCR-affiliated reporting persons and GTCR Board of Managers members disclaim beneficial ownership of the securities beyond their pecuniary interest. The filing clarifies that this report does not admit beneficial ownership for Section 16 or any other purpose.

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Accepted by SEC EDGAR 07/02/2026 - 04:56 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)
06/30/2026

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)	06/30/2026		A(2)		19,354		(2)	(2)	Common Stock	19,354	$0	138,984	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 June 30, 2026 to Mr. Mark Anderson, a director of the Company, 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.

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	07/02/2026
	GTCR Investment XII LLC, By: /s/ Jeffrey S. Wright, Name: Jeffrey S. Wright, Title: Chief Legal Officer	07/02/2026
	** 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)