Form 4: Gogo Director Receives 6,984 Deferred Share Units

GTCR-affiliated director Mark Anderson was granted 6,984 deferred share units in Gogo Inc., vesting immediately.

Summary

• GTCR Partners XII/A&C LP and GTCR Investment XII LLC, both 10% owners and directors of Gogo Inc. (GOGO), reported a transaction.
• On September 30, 2025, 6,984 Deferred Share Units were granted to Mr. Mark Anderson, a director of Gogo Inc.
• These units represent the contingent right to receive one share of Gogo's common stock each.
• The deferred share units vested in full on the date of grant and will be settled in common stock upon Mr. Anderson's termination of service on the board.
• Following this transaction, the reporting persons indirectly beneficially own 91,830 Deferred Share Units.
• Mr. Anderson holds these securities on behalf of and for the benefit of GTCR-affiliated entities.

Sentiment

Score: 5

Explanation: The filing reports a routine director compensation grant, which is a neutral event in terms of immediate sentiment. It reflects standard corporate governance practices without indicating significant positive or negative operational or financial developments.

Positives

• Granting of deferred share units to a director aligns management interests with shareholder value.
• The units vested immediately, indicating a clear compensation event.

Negatives

• No direct negative financial implications are reported in this routine Form 4 filing.

Risks

• The reporting persons and individual members of the GTCR Board of Managers disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest, which is a standard legal disclaimer for Section 16 purposes.

Future Outlook

The deferred share units granted to director Mark Anderson will be settled in shares of Gogo Inc. common stock following his termination of service on the company's board of directors.

Management Comments

• 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 to Mr. Mark Anderson, a director of the Company, and vest in full on the date of grant.
• 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.
• 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.
• 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.

Industry Context

This filing represents a routine compensation event for a director, common across publicly traded companies to align executive and board interests with long-term shareholder value. It does not indicate any specific broader industry trends or competitive shifts.

Comparison to Industry Standards

• Granting deferred share units as part of director compensation is a standard practice in corporate governance, aligning director incentives with company performance and shareholder returns, similar to practices at other technology or aviation service companies.
• The immediate vesting of these units upon grant is typical for director compensation, often tied to board service rather than performance metrics, unlike some executive equity awards.

Corporate Governance

Related Party Transactions

• Mr. Mark Anderson, a director of Gogo Inc., is an employee of GTCR LLC, an affiliate of the reporting persons (GTCR Partners XII/A&C LP and GTCR Investment XII LLC). The deferred share units are held by Mr. Anderson on behalf of and for the benefit of these GTCR-affiliated entities.

Stakeholder Impact

• Shareholders: The grant of deferred share units to a director is a form of equity-based compensation, which can dilute existing shares upon settlement but is intended to align director incentives with shareholder interests.
• Employees: No direct impact on general employees is indicated by this filing.
• Board of Directors: Reinforces the compensation structure for directors, particularly those affiliated with significant shareholders like GTCR.

Next Steps

• Settlement of deferred share units into common stock upon Mr. Mark Anderson's termination of service on the Gogo Inc. board of directors.

Key Dates

Keywords

Gogo Inc., GOGO, SEC Form 4, Insider Transaction, Deferred Share Units, Director Compensation, GTCR, Beneficial Ownership