What Gogo Inc. told the SEC could break it.

Gogo carries indebtedness (with covenants limiting additional borrowing) alongside substantial fixed commitments: it acquired Satcom Direct for ~$375 million cash plus 5 million shares and up to $225 million of potential earnouts, and for Gogo Galileo it has committed to purchase antennas from Hughes (~$170M half-duplex and ~$102M full-duplex over seven years) and from Gilat (~$21M over two years); its ability to satisfy these obligations depends on future operating performance and credit availability (many factors beyond its control), so a shortfall or inability to refinance could strain liquidity.

“Our ability to satisfy our financial obligations will depend upon our future operating performance, the availability of credit generally, economic conditions and financial, business and other factors, many of which are beyond our control.”

Gogo is reliant on its key OEMs (including Bombardier, Dassault Falcon, Embraer, Gulfstream, Pilatus and Textron Aviation) and its ~140 after-market dealers for equipment sales: equipment sales were approximately 15% of revenue in 2025 (18% and 20% in 2024/2023), and more than 90% of equipment revenue each year came from contracts with OEMs and after-market dealers — almost all of which are terminable at will by either party — so loss of, or reduced orders from, a key OEM or dealer channel would reduce equipment revenue and slow new-aircraft installs that drive future service subscriptions.

“We are reliant on our key OEMs and dealers for equipment sales. Revenue from equipment sales accounted for approximately 15%, 18%, and 20% of our revenue for the fiscal years ended December 31, 2025, 2024, and 2023, respectively. More than 90% of our equipment revenue in each such fiscal year was generated from contracts with OEMs and after-market dealers.”

Gogo is heavily regulated by the FCC (and FAA): its two air-to-ground spectrum licenses are subject to renewal (applications due October 31, 2026) and waiver conditions, it is effectively restricted from more than 25% non-U.S. ownership without prior FCC approval (amid heightened administration scrutiny of foreign ownership), and it is required under the FCC's national-security 'rip-and-replace' program to remove and destroy ZTE equipment from its terrestrial U.S. networks and aircraft (the FCC approved up to ~$334 million of reimbursements); adverse license-renewal outcomes, ownership constraints, or reimbursement shortfalls could materially affect its operations.

“the FCC approved up to approximately $334 million in reimbursements to the Company to cover documented and approved costs to (i) remove and securely destroy all ZTE communications equipment and services in the Company's terrestrial U.S. networks and replace such equipment”

Gogo's airborne hardware (LRUs, software-defined radios, Plane Simple terminals and antennas, assembled in-house but with third-party-manufactured components and antennas) depends on electronic components whose availability and price have been adversely affected by inflation, geopolitical conflict and U.S. tariff/trade-protection measures (including 'reciprocal' tariffs on imports from Canada, Mexico and China), and the surging buildout of AI computing infrastructure has further impacted the availability and pricing of components including semiconductor memory — pressuring its component costs and production.

“Inflation, border closings, public health crises, geopolitical conflicts and proposals for, the enactment of, or increases in, tariff and other trade protection measures by the United States (including the “reciprocal” tariffs on imports from Canada, Mexico, and China) continue to adversely impact the availability and price of electronic components.”