Sec Form 4 Filing - Cotner Zachary @ Gogo Inc. - 2025-03-14

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cotner Zachary 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) Chief Financial Officer (Last) (First) (Middle) 105 EDGEVIEW DRIVE STE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2025 (Street) BROOMFIELD, CO80021 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) 03/14/2025 A 50,000 ( 2 ) ( 2 ) Common Stock 50,000 $ 0 50,000 D Performance Stock Units ( 1 ) 03/14/2025 A 50,000 ( 3 ) ( 3 ) Common Stock 50,000 $ 0 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cotner Zachary 105 EDGEVIEW DRIVE STE 300 BROOMFIELD, CO80021 Chief Financial Officer Signatures /s/ Crystal L. Gordon, Attorney-in-Fact for Zachary Cotner 03/18/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units ("RSUs") and performance stock units ("PSUs") each convert into common stock on a one-for-one basis. ( 2 )On March 14, 2025, the reporting person was granted 50,000 RSUs, vesting in five equal annual installments on the first five anniversaries of December 3, 2024, subject to continued employment with the Company. ( 3 )On March 14, 2025, the reporting person was granted 50,000 PSUs. The PSUs will vest (i) 25% upon the earlier of (a) the Company's achievement, as certified by its compensation committee, of an Average Stock Price (as defined in the applicable award agreement) of at least $20.00 and (b) the consummation of a Change in Control (as defined in the applicable award agreement) pursuant to which the Change in Control Price (as defined in the applicable award agreement) is at least $20.00 per share, and (ii) 25% upon the earlier of (a) the Company's achievement, as certified by its compensation committee, of an Average Stock Price of at least $25.00 per share and (2) the consummation of a Change in Control pursuant to which the Change in Control Price is at least $25.00 per share, in each case subject to continued employment with the Company.

Remarks: As previously disclosed, the RSUs and PSUs were granted pursuant to an inducement award agreement outside of the issuer's 2024 Omnibus Equity Incentive Plan as a material inducement to the reporting person's acceptance of employment with the issuer in accordance with Nasdaq Listing Rule 5635(c)(4).

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).

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