Form 4: GTCR Affiliates Report Sale of 8.5 Million Gogo Inc. Shares in Planned Transaction

Affiliates of GTCR, including Silver (Equity) Holdings, LP, have reported the sale of 8.5 million shares of Gogo Inc. common stock at $11 per share, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Silver (Equity) Holdings, LP, GTCR Partners XII/A&C LP, and GTCR Investment XII LLC, all affiliated with GTCR and identified as 10% owners and directors of Gogo Inc., reported a transaction.
• On May 22, 2025, 8,500,000 shares of Gogo Inc. common stock were disposed of at a price of $11.00 per share.
• The transaction was executed as a sale ('S' code) and was made pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
• Following the reported transaction, Silver (Equity) Holdings, LP indirectly holds 4,174,482 shares of common stock.
• Additionally, Silver (XII) Holdings, LP (f/k/a Silver (XII) Holdings, LLC), also indirectly controlled by the reporting persons, holds 19,064,529 shares of common stock.
• The total indirect beneficial ownership by the reporting persons after the sale is 23,239,011 shares (4,174,482 + 19,064,529).

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large insider sale can be seen negatively, the explicit mention of a 10b5-1 plan mitigates concerns that the sale is based on new, adverse non-public information, making it a routine, pre-planned event.

Positives

• The sale was conducted under a Rule 10b5-1(c) plan, indicating it was pre-scheduled and not based on new, non-public information, which can mitigate negative market perception of insider sales.

Negatives

• A significant sale of 8.5 million shares by a major shareholder and director could be perceived negatively by the market, potentially signaling a lack of confidence or a strategic divestment.

Risks

• Potential negative market reaction to a large insider sale, even if pre-planned, which could put downward pressure on Gogo Inc.'s stock price.
• The disclaimers of beneficial ownership by the reporting persons, except to the extent of their pecuniary interest, highlight the complex ownership structure and potential for limited liability.

Future Outlook

This Form 4 filing does not provide any forward-looking statements or guidance regarding Gogo Inc.'s future operations or financial performance.

Management Comments

• Jeffrey S. Wright, Chief Legal Officer for the reporting persons, signed the document on their behalf.

Industry Context

This filing is a routine disclosure of an insider stock transaction and does not provide broader industry context or trends. It reflects a specific investment decision by a major shareholder in the in-flight connectivity sector.

Comparison to Industry Standards

• As a Form 4 filing, this document reports a specific insider transaction and does not contain information for direct comparison to industry-wide financial or operational benchmarks. The transaction itself is a standard type of insider disclosure.

Corporate Governance

Related Party Transactions

• The sale of 8,500,000 shares of Gogo Inc. common stock by Silver (Equity) Holdings, LP and its affiliates constitutes a related party transaction, as these entities are 10% owners and have director representation on Gogo Inc.'s board.

Stakeholder Impact

• Shareholders: May react to the significant insider sale, potentially influencing stock price, though the 10b5-1 plan may temper negative sentiment.
• Management: The transaction reflects a decision by a major shareholder and board-affiliated entity, which is part of normal corporate governance.

Next Steps

• No specific future actions or milestones for Gogo Inc. are mentioned in this Form 4 filing.

Key Dates

Keywords

Gogo Inc., GOGO, SEC Form 4, Insider Sale, Beneficial Ownership, GTCR, Silver Equity Holdings, Stock Transaction, 10b5-1 Plan, Director by Deputization