EVGO 10-K & 10-Q changes, risk factors and insider trading

We have a history of operating losses and negative operating cash flows. As of December 31, 2024,2025, we had $120.5$210.7 million of cash, cash equivalents, and restricted cashcash, and working$161.2 capitalmillion of $94.0working million. Our net cash outflow for the year ended December 31, 2024 was $88.6 million.capital. While we believe that our cash, cash equivalents, and restricted cash on hand as of December 31, 20242025, together with the DOE Loan, and the DOECredit LoanAgreement are sufficient to meet our current working capital and capital expenditure requirements, there can be no assurance that we will be able to successfully draw on theour DOE Loanloans in full and achieve and maintain profitability in the future. OurAny potentialfuture profitability is particularly dependent upon the continued adoption of EVs by consumers, fleet operators and other electric transportation modalities, continued support from regulatory programs and, in each case, the use of our chargers, any of which may not occur at the levels we currently anticipate or at all. We may need to raise additional financing through loans, securities offerings or additional investments in order to fund our ongoing operations. There is no assurance that we will be able to obtain such additional financing or that we will be able to obtain such additional financing on favorable terms.

Our growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market.

Our growth is highly dependent upon the continued rapid adoption of EVs by governments, businesses and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, increasing consumer choice as it relates to available EV models, their pricing and performance, evolving government regulation and industry standards, changing consumer preferences and behaviors, intensifying levels of concernother related to environmental issues and government initiatives related to climate change and the environment generally.factors. Our revenues are driven in large part by EV drivers’ driving and charging behavior. Potential shifts in behavior may include but are not limited to changes in annual vehicle miles traveled, preferences for urban vs. suburban vs. rural and public vs. private, and DCFC vs. Level 2 charging, demand from rideshare or urban delivery fleets and the emergence of autonomous vehicles and/or new forms of mobility. Although demand for EVs hasgrew grownover inthe recentpast years,decade, there is no guarantee of continuing future demand. Public DC fast charging may not develop as expected and may fail to attract projected market share of total EV charging. If the market for EVs develops more slowly than expected, or if demand for EVs develops more slowly than expected or decreases, our growth would be reduced, and our business, prospects, financial conditions and results of operations would be harmed. The market for EVs, and ultimately EV charging, could be affected by numerous factors, such as:

While many global OEMs and several new market entrants have announced plans for new EV models, the lineup of EV models with increasing fast charging needs expected to come to market over the next several years may not materialize in that timeframe ortimeframe, may fail to attract sufficient customer demand.demand, or may be cancelled or delayed by manufacturers, beyond those cancellations in the past year. Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulations and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore materially and adversely affect our business, financial condition and results of operations.

Current and future administrations at the federal and state level may create uncertainty for the EV sector, which may have a material and adverse effect on our business, prospects, financial condition and results of operations.

AsOn notedJuly above,4, we2025, areH.B. monitoring possible changes under the current administration and1, 119th Congress which(2025), couldalso impactreferred to as the availabilityOBBBA, ofwas federalenacted incentives to encouragein the adoptionU.S. ofOBBBA EVsincludes andsignificant investment in charging infrastructure. These include federal policiesprovisions, such as the permanent extension of certain expiring provisions of the TCJA, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The OBBBA led to the sunset of the IRA’s $7,500 EV tax credit and $4,000 used EV credit,credit after September 30, 2025 and terminates the 30C income tax credits for any locations placed in service after June 30, 2026. The NEVI Program continues to provide funding to states to deploy EV charging, or emissions standards proposed by the EPA. See Part I, Item 1 “Business – Market Overview.” In addition to NEVI Program funding, a number of states also offer various rebates, grants and tax credits to incentivize both EV and EVSE purchases. Such federal policies relating to investment in charging infrastructure could also impact our ability to draw funds down under the DOE Loan, which could materially and adversely impact our business, financial condition and results of operations. See Part I, Item IA, “Risk Factors — Risks Related to the DOE Loan.” Additionally, in many states, utilities offer rebates or other incentive programs, typically called “make-ready” programs, to incentivize the development of EV charging infrastructure.

However, federal and state incentives set by federal or state governments, as well asand other government commitments and initiatives,initiatives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced, modified or terminated as a matter of regulatory, executive or legislative policy. The impact of the IRA and other government EV initiatives, including regulatory requirements and restrictions that may impact the ability of us and our competitors to take advantage of such initiatives, cannot be known with any certainty at this time, and we may not reap any or all of the expected benefits of thesuch IRA or the IIJA.initiatives.

Current and future administrations at the federal and state level may create further uncertainty for the EV sector. For example, the current administration may enact policies and change regulations that may continue to adversely affect the growth of the EV market,market. includingSee byPart eliminatingI, theItem EV1, Tax“Business Credits– orGovernment the Tailpipe Rule, and may take additional steps to remove incentives for manufacturing and purchasing EVs.Regulations.” The current administration has also proposed further increases of tariffs on certain foreign imports into the U.S. New or increased tariffs on imports to the U.S. could also have a significant impact on us, particularly our ability to source components for our charging network and the cost of such components. New or increased tariffs may also result in a suppressed EV market, fewer EVs on the road and lower demand for EV chargers, which would have an adverse effect on our business, prospects, financial condition and results of operations.

The EV charging market is relatively new, and we currently face competition from a number of companies. There are a number of established and emerging EV charging companies operating in the U.S. that pursue various business models that are constantly evolving, including Tesla, Electrify America, ChargePoint, Ionna, and EV Connect.Blink.

We compete (or, in the future, may compete) with some or all of these companies and other competitors across a number of industry segments, including retail and fleet. The principal competitive factors in the industry include charger count, locations, accessibility and reliability; charger connectivity to EVs and ability to charge allwidely adopted standards; speed of charging relative to expected vehicle dwell times at the location; adjacent amenities; DCFC network reliability, scale and local density; the software-enabled services offeredofferings and overall customer experience; operator brand, track record and reputation; access to equipment vendors,vendors and service providers; and policy support incentives; and pricing. Competitors may be able to respond more quickly and effectively than uswe can to new or changing opportunities, technologies, standards or customer requirements and may be better equipped to initiate or withstand substantial price competition. Additionally, historically we have generated a significant portion of our revenue from agreements with OEM partners, and the loss of one or more of these OEM partners as a result of such partners investing in their own EV charging networks (or another EV charging network in which they participate) could materially and adversely affect our business, financial condition and results of operations.

We rely on a limited number of vendors for design, testing and manufacturing of charging equipment which at this stage of the industry is unique to each supplier and thus singularly sourced with respect to components as well as aftermarket maintenance and warranty services. For the yearyears ended December 31, 2025 and 2024, two vendors provided 87.9%91.4% ofand our87.9%, total charging equipment. For the year ended December 31, 2023, one vendor provided 76.9%respectively, of our total charging equipment. This reliance on a limited number of vendors increases our risks, since we do not currently have proven reliable alternative or replacement vendors beyond these key parties. In the event of production interruptions or supply chain disruptions including but not limited to reduced availability of certain key components such as semiconductors, we may not be able to take advantage of increased production from other sources or develop alternate or secondary vendors without incurring material additional costs and substantial delays. See Part I, Item IA, “Risk Factors — Risks Related to Our Business — Disruptions in our supply chain could materially and adversely affect our business, financial condition and results of operations.” Thus, our business, financial condition and results of operations could be materially and adversely affected if one or more of our current or future vendors is impacted by any interruption at a particular location or is acquired or impacted by liquidity issues.

Our success and growth depend on our ability to develop and maintain relationships with automotive OEM and fleet partners.

The success of our business depends on our ability to develop and maintain relationships with OEMs, such as GM, Honda, Nissan,Toyota, and others. These relationships help us access new customers and build brand awareness through co-marketing. We may also benefit from promotional programs sponsored by OEMs, such as prepaid charging credits. In some cases, our OEM partners have agreed to fund capital expenditures related to the build-out of our charger network. For example, GM is providing payments for performance obligations that will help fund the accelerated build-out of 2,850 charger stalls for our fast charger network through June 2028. If we fail to develop and maintain relationships with OEMs, or if OEMs opt to partner or expand partnerships with competitors rather than us, our revenues may decline and our business may suffer.

We are required to install a substantial number of chargers pursuant to the GM Agreement. If we do not meet our obligations under this agreement, we may not be entitled to payments from GM and may be required to pay liquidated damages, which may be significant.damages.

Pursuant to the GM Agreement, we are required to meet certain quarterly milestones measured by the number of charger stalls installed and GM is required to make certain payments based on charger stalls installed. Under the GM Agreement, we are required to install a total of 2,850 charger stalls by June 30, 2028, 73.5%81.4% of which were required to be and were installed by December 31, 2024.2025. Meeting the quarterly milestones will require additional funds beyond the amounts committed by GM, and we may face delays in construction, commissioning or aspects of installation of the charger stalls we are obligated to develop. We are also required to maintain network availability (i.e., the percentage of time a charger is operational and available on the network) of at least 97% across Flagship Stalls and 95% across the rest of the GM network. In addition to the capital-build program, we are committed to providing GM EV customers with a certain aggregate amount of charging credits.

The GM Agreement is subject to early termination in certain circumstances, including in the event we fail to meet the quarterly charger stall-installationstall installation milestones or fail to maintain the specified level of network availability. If GM opts to terminate the agreement, we may not be entitled to receive continued payments from GM and instead may be required to pay liquidated damages to GM. In the event we fail to meet a charger stall-installationstall installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide us with notice of such deficiency within 30 days of the end of the quarter. If the same deficiency still exists at the end of the quarter immediately following the quarter for which a deficiency notification was delivered, GM may immediately terminate the agreement and seek pre-agreed liquidated damages of up to $15.0 million.damages.

We may not meet the charger stall-installationstall installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection, as well as delays related to industry and regulatory adaptation to the requirements of high-powered charger installation including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and land owners, and supply chain issues. As of February 15, 2025,2026, there were approximately 326429 charger stalls in the active engineering and construction development pipeline, all of which approximately 310 charger stalls had been approved by GM. As of February 15, 2024,2026, we had approximately 5812 charger stalls left to install to meet our charger stall-installation milestone for the quarter ending March 31, 2025.2026. If we dodid not meetbuild ourany additional charger stall-installationstalls milestoneafter inFebruary any15, period, GM will have2026, the right,liquidated ifdamages itwould sobe chooses,up to send$4.8 us a charger stall count breach notice, which would trigger a cure period.million. Under the terms of the GM Agreement, we and GM can agree to adjust quarterly charger stall installation milestones from time to time, provided that the quarterly targets for an applicable calendar year must equal the total annual target under the GM Agreement for such year. Going forward, it is uncertain whether these, or otherthe potential issues in the procurement, installation, or energization of chargers,chargers will continue to be resolved in a timely fashion.

Pursuant to the Pilot Infrastructure Agreement, we are required to meet certain milestones over two biennial periods measured by the number of chargers installed and charger sites serviced, and the Pilot Company is required to make certain payments each month based on the progress of construction at each charger site and for each charger procured. Under the Pilot Infrastructure Agreement, we arewere required to install approximately 500 chargers at 300 charger sites during the first two-year period and will be required to install approximately 500 chargers at approximately 200 to 250 additional charger sites during the second two-year period. WeAlthough we have met our charger installation milestones to date, we may not be able to meet the charger installation milestones in the future and may be subject to liquidated damages, modifications to the Pilot Infrastructure Agreement or termination of the Pilot Infrastructure Agreement.

The Pilot Infrastructure Agreement is subject to early termination for several reasons including: (a) at the Pilot Company’s election after 1,000 charging stalls have been completed, subject to the delivery of certain payments to us, (b) our inability to secure certain charger types in specified circumstances and (c) a material increase in the price of chargers due to a change in law. In 2025, we surpassed the 1,000 completed stalls milestone.

Charger installation and construction is typically performed by third-party contractors managed by us. The installation and construction of charging stations at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances relating to building codes, safety, environmental protection and related matters and typically requires local utility cooperation in design and interconnection request approval and commissioning, as well as various local and other governmental approvals and permits that vary by jurisdiction. In addition, building codes, accessibility requirements, utility interconnect specifications, review, approval or study lead time or regulations may hinder EV charger installation and construction because they end up costing the developer or installer more in order to meet the code requirements. In addition, increased demand for the components necessary to install and construct charging stations could lead to higher installed costs. Meaningful delays or cost overruns caused by our vendor supply chains, contractors, utility upgrades scope and delays, or inability of local utilities and approving agencies to cope with heightened levels of activity, may impact our ability to satisfy the requirements under the Build Schedule and our other contractual commitments, and may impact revenue recognition in certain cases and/or impact our relationships, any of which could impact our business and profitability, pace of growth and prospects. For example, the installation of charger stalls under the GM Agreement has required significant utility upgrades to accommodate the higher capacity chargers. We have experienced significant delays in these upgrades, which have in turn caused delays in the construction of the chargers pursuant to the GM Agreement. We expect utility-related delays to continue as the industry continues to adapt to the requirements of high-powered charger installation. If these delays continue or worsen, we may not meet the charger-installation milestones under the GM Agreement or its other contractual commitments under agreements with other third parties. See Part I, Item IA, “Risk Factors — Risks Related to Our Business — We are required to install a substantial number of chargers pursuant to the GM Agreement. If we do not meet our obligations under this agreement, we may not be entitled to payments from GM and may be required to pay liquidated damages, which may be significantdamages” and Part I, Item IA, “Risk Factors — Risks Related to Our Business — We are required to install a substantial number of charger stalls pursuant to the Pilot Infrastructure Agreement. If we do not meet our obligations under this agreement, we may not be entitled to payments from the Pilot Company and may be required to pay liquidated damages, which may be significant.”

In addition, our network expansion plan relies on our site development efforts and our business is exposed to risks associated with receiving site control and access necessary for the construction of the charging station and operation of the charging equipment, electrical interconnection and power supply at identified locations sufficient to host chargers on a timely basis. We generally do not own the land at the charging sites and rely on site licenses with Site Hosts that convey the right to build, own and operate the charging equipment on the site. We may not be able to renew the site licenses or retain site control. The process of establishing or extending site control and access could take longer or become more competitive. As the EV market grows, competition for premium sites may intensify, the power distribution grid may require upgrading, and electrical interconnection with local utilities may become more competitive, all of which may lead to delays in construction and/or commissioning or prevent us from completing construction. As a result, we have in the past experienced, and may in the future experience, Site Hosts terminating site development agreements for which we were unable to recover termination fees and construction costs incurred, and we may be exposed to increased interconnection costs and utility fees, as well as delays, which may slow the pace of our network expansion.

The conflict between Russia andin Ukraine and an escalation of tensions and conflict in Israel and the broader Middle East region could leadcontinue to result in disruption, instability and volatility in global markets and industries that could negatively impact our supply chain. The U.S. government and other governments have already imposed severe economic sanctions and export controls against Russia and Russian interests and may impose additional economic sanctions and trade controls. The impact of these measures, as well as potential responses to them by Russia, could adversely affect our supply chain, which, in turn, could materially and adversely affect our business, financial condition and results of operations.

We may need to raise additional funds, and these fundsthey may not be available when needed or may only be available on unfavorable terms, which could impact our ability to fund our operations, our growth and the build-out of our network.

We may need to raise additional capital in the future to fund our operations, further scale our business and expand our charging network. We may raise additional funds through the issuance of equity, equity-related or debt securities, through obtaining credit from government or financial institutions or through grant funding. We cannot be certain that additional funds or incentives will be available on favorable terms when required, or at all, or that we will be able to capture expected grant funding under various existing and new state and local programs in the future. Interest rates have been elevated in recent periods, and, while they have recently fallen, if that trend does not continue, the cost of capital could remain high or increase in future periods. Any future indebtedness we incur would be effectively subordinated to the DOE Loan and the Credit Agreement to the extent of the collateral securing the DOE Loan and the Credit Agreement, and would be structurally subordinated to the existing and future indebtedness of our subsidiaries, including the DOE Loan.Loan and the Credit Agreement. Additionally, the terms of the DOE Loan impose limitations on our ability to raise funds insofar as restrictive covenants relating to theSwift Borrower’s ability to incur indebtedness and pledge assets. See Part I, Item IA, “Risk Factors — Risks Related to the DOE Loan — The restrictions imposed on theSwift Borrower under the DOE Loan limit our flexibility in operating the business of theSwift Borrower and could limit our flexibility in operating our business.”

In addition, a significant portion of our software platform depends on our partnership with Driivz, an EV charging management platform. If for any reason Driivz is unable to effectively support our software platform, our business could be adversely impacted. For example, Driivz is headquartered in Israel, and any escalation of tensions or conflict in or involving Israel could lead to disruptions in the services provided by Driivz to us, which could adversely impact our business. Furthermore, if for any reason we are no longer able to maintain our partnership with Driivz, we may face a material challenge in efficiently transitioning our software offering.

Our industry and business are subject to risks associated with consumer fraud and misuse, including at our charging stations that are often located in areas that are publicly accessible and may be exposed to vandalism or misuse by customers or other individuals, which would increase our replacement and maintenance costs.

Our public chargers may be exposed to vandalism or misuse by customers and other individuals, increasing wear and tear of the charging equipment. Such damage could shorten the usable lifespan of the chargers and require us to increase our spending on replacement, maintenance and insurance costs and could result in Site Hosts reconsidering the value of hosting our charging stations at their sites. Damaged charging stations may also not be able to be used while they await repair and any disruption to the availability of spare parts may extend maintenance windows, each of which may negatively impact our revenue. In addition, the cost of any such damage may not be covered by our insurance in full or at all and, in the event of repeated damage to our charging equipment, our insurance premiums and deductibles could continue to increase and we could be subject to additional insurance costs or may not be able to obtain insurance at all, any of which could have an adverse effect on our business. As a consumer business, we are also subject to risks associated with credit or debit card fraud and other payment processing related issues.

As part of our business strategy, we market the electricity provided from our charging stations as either 100% matched with purchases of RECs.RECs or comprised of renewable energy procured from the grid. We purchase various RECs in order to qualify the electricity that we distribute through our charging stations as renewable. Several states have passed renewable energy portfolio standards, which set a minimum percentage of energy that must be generated from renewable sources. These standards may require utilities or load serving entities to acquire RECs annually in order to demonstrate their compliance. Other regulations may also impact the supply of and demand for, such RECs. While higher renewable energy portfolio standards may also increase the amount of renewable energy available, we cannot predict the impact such regulations may have on the price or availability of RECs. If we are unable to purchase a sufficient number of RECs, we may be unable to achieve this objective, which may negatively impact our reputation in the marketplace. If the cost of RECs increases, weit may benegatively unable to fully pass the higher cost of RECs through to our customers and increases in the price of RECs may decreaseimpact our results of operations.

From time to time, we have experienced cyber-attacks on our information technology infrastructure and systems. While we believe such attacks have been unsuccessful against us to-date, computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruptions and delays in our services and operations and loss, access, disclosure, alteration, destruction, misuse or theft of data, including confidential, proprietary or personal information. Computer malware, viruses, ransomware, hacking, phishing attacks and denial-of-service attacks against online networks have become more prevalent and may occur on our systems or the systems of our vendors, suppliers or service providers and other third parties. Our business may be subject to heightened risks of cyber intrusion as nation-state hackers and other hackers use ransomware attacks seeking to disable critical infrastructure and extort companies for ransom payments. Cybersecurity organizations in many countries have published warnings of increased cybersecurity threats to U.S. businesses, and external events, like the conflict between Russia andin Ukraine or conflictstensions in the Middle East, may increase the likelihood of cybersecurity attacks, particularly directed at energy, fueling or infrastructure service providers.

We have in the past, and may in the future, acquire additional assets, products, technologies or businesses that are complementary to our existing business and strategic direction. For example, in 2021, we acquired PlugShare. The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into our own business and operations would require attention from management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities or securities convertible into equity securities, the occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant. Failure to successfully identify, complete, manage and integrate acquisitions could materially and adversely affect our business, financial condition and results of operations.

The DOE Loan provides for up to $1.248 billion of loans, consisting of $1.05 billion of principal and up to $193 million of capitalized interest, to fund the construction, installment and deployment of approximately 7,500 new DC Stalls nationwide. We cannot, however, access these funds all at once, but only through periodic draws through the end of the Availability Period, assuming eligible costs are incurred. The Borrower submitted its first request for an Advance of $75.3 million and received such Advance in January 2025. Our ability to receive Advances under the DOE Loan is subject to satisfaction of various conditions precedent, including but not limited to continued compliance with our representations and warranties, the required debt service coverage ratio, information requirements and repayment obligations. If we are unable to satisfy the conditions required to borrow under the DOE Loan and the DOE does not grant a waiver, and as a result we are not able to draw on the DOE Loan to fund the contemplated DC Stalls,stalls, we may have to delay completion of the overallnew Project,DC stalls, which could materially and adversely affect our business, financial condition and results of operations.

Our obligations under the DOE Loan are secured on a first priority basis (subject to customary exceptions and permitted liens) by, and among other things, certain assets of theSwift Borrower, which include the DC Stallsstalls contributed to theSwift Borrower by us pursuant to the terms of the DOE Loan, and the equity interests of theSwift Borrower. Because a substantial portion of our consolidated assets secure the DOE Loan, we may not have substantial remaining assets available to secure other indebtedness. Accordingly, this may limit our ability to incur additional secured indebtedness in the future. Additionally, if theSwift Borrower is unable to satisfy its payment obligations under the DOE Loan and an event of default occurs, the secured parties under the DOE Loan may foreclose on and sell the secured assets, which could prevent us from accessing such assets for our business and conducting our business as planned. Either of these events could materially and adversely affect our business, financial condition and results of operations.

The restrictions imposed on theSwift Borrower under the DOE Loan limit our flexibility in operating the business of theSwift Borrower and could limit our flexibility in operating our business.

The DOE Loan contains various affirmative and negative covenants that limit the ability of theSwift Borrower and sometimes its affiliates to engage in specified types of transactions. These covenants, which are each subject to customary exceptions, impose limitations on theSwift Borrower’s ability to, among other things, without complying with the DOE Loan or obtaining the consent of the DOE:

Our Board of Directors or management team may believe that theSwift Borrower taking any one of these actions would be in our best interests and the best interests of our stockholders. If that were the case and if we were unable to complete any of these actions because the DOE does not provide its consent, that could materially and adversely impact our business, financial condition and results of operations.

We depend upon cash distributions from our subsidiaries, including theSwift Borrower, to fund our operations, and restrictions on theSwift Borrower’s ability to distribute cash to us under the DOE Loan could adversely affect our business plans.

We conduct our operations through operating subsidiaries, including theSwift Borrower. Accordingly, our ability to meet our obligations at the EVgo level depends upon the ability of our subsidiaries, including theSwift Borrower, to distribute cash to us. In this regard, the ability of theSwift Borrower to distribute cash to us is limited by certain restrictions and requirements to which theSwift Borrower is subject under the terms of the DOE Loan. The terms of the DOE Loan generally prohibit theSwift Borrower from making a dividend or distribution unless, among other things, (i) theSwift Borrower has provided the required notice under the DOE Loan to the DOE of the proposed dividend or distribution, (ii) theSwift Borrower has complied with funding requirements for the reserve accounts and operating account under the DOE Loan, (iii) theSwift Borrower’s debt to EBITDA ratio during the availability period for draws under the DOE Loan complies with the requirements set forth in the DOE Loan, and (iv) following the availability period for draws under the DOE Loan, the historical debt service coverage ratio and projected debt service coverage ratio comply with the requirements set forth in the DOE Loan. If these limitations were to materially impede the flow of cash to us, such restriction could materially and adversely affect our business, financial condition and results of operations.

Regulatory initiatives that require an increase in the mileage capabilities of cars and consumption of renewable transportation fuels, such as ethanol and biodiesel, have helped increase consumer acceptance of EVs and other alternative vehicles. However, the EV fueling model is different from gasoline and other fuel models, requiring behavior changes and education of businesses, consumers, regulatory bodies, local utilities and other stakeholders. Further developments inin, and improvements in the affordability of, alternative technologies, such as renewable diesel, biodiesel, ethanol, hydrogen fuel cells or compressed natural gas, proliferation of hybrid powertrains involving such alternative fuels, improvements in extended-range EVs, or improvements in the fuel economy of ICE vehicles, whether as the result of regulation or otherwise, may materially and adversely affect demand for EVs and EV charging stations in some market verticals. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs. Local jurisdictions may also impose restrictions on urban driving due to congestion, which may prioritize and accelerate micromobility trends and slow EV adoption growth. If any of the above cause or contribute to automakers reducing the availability of EV models or cause or contribute to consumers or businesses no longer purchasing EVs or purchasing fewer of them, it would materially and adversely affect our business, financial condition and results of operations.

The U.S. federal government and some state and local governments provide incentives to end users and owners of EVs and EV charging stations in the form of rebates, tax credits, low-cost funding and other financial incentives, which could, in the future, be reduced or eliminated, including as a result of legislative or regulatory action. The EV market relies on these governmental rebates, tax credits and other financial incentives to significantly lower the effective price of EVs and EV charging stations and to otherwise financially support these industries. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced or terminated as a matter of regulatory or legislative policy. WeIn areparticular, closelyOBBBA monitoringled potentialto changesa sunset of federal incentives for EV purchases after September 30, 2025, and the federal tax credits for alternative fuels such as EV charging will terminate for any locations placed in taxservice lawafter underJune the30, 119th Congress or any regulatory actions, which, if pursued, could impact the availability or value of these incentives or reduce access to such low-cost funding.2026. See Part I, Item IA, “Risk Factors — Risks Related to Our Business — Current and future administrations at the federal and state level may create uncertainty for the EV sector, which may have a material and adverse effect on our business, financial condition and results of operations.”

In particular, weWe have historically claimed 30C income tax credits. The IRA revised the credits under Section 30C of the Code to (i) retroactively extend the expiration of the credit as of December 31, 2021 (with such credit continuing to be capped at $30,000 per location for EV charging stations placed in service before January 1, 2023) until December 31, 2032, (ii) revised the credit structure, availability and requirements for EV charging stations placed in service after December 31, 2022 and (iii) introduced the concept of transferability of tax credits, providing an additional option to monetize such credits. As part of the revised credit structure and requirements for EV charging stations placed in service after December 31, 2022, the available 30C Credit was expanded such that it is capped at $100,000 per item; however, in order to be eligible for such tax credit, EV charging stations must be installed in rural or low-income census tracts. Additionally, in order to receive the full tax credit, labor for EV charging station construction and maintenance must meet prevailing wage and apprenticeship requirements unless an exception applies. There can be no assurance that the EV charging stations placed in service by us will meet the revised requirements for the 30C income tax credits, and compliance with such requirements could increase our labor and other costs. AnyThe reductionOBBBA accelerated the phase-out of IRA credits and 30C income tax credits are now scheduled to expire on June 30, 2026 for any property placed in service after that date. Reductions in rebates, tax credits or other financial incentives available to EVs or EV charging stations could negatively affect the EV market and adversely impact our business operations and expansion potential. In addition, there is no assurance we will have the necessary tax attributes to utilize any such credits that are available on our own or that we will be able to transfer our 30C income tax credits to a third party, and we may therefore not be able to monetize such credits on favorable terms.credits. Further, certain features of EVgo OpCo’s ownership may limit the available tax credit that can be monetized or utilized. See Part I, Item IA, “Risk Factors — Risks Related to Financial, Tax and Accounting — Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could materially and adversely affect our and EVgo OpCo’s business, financial condition and results of operations.”

Federal guidance for the NEVI programProgram impacts the timing, availability and requirements for chargers qualifying under the program. On February 6, 2025, the FHWAFederal Highway Administration sent a letter to the state DOT directors with the subject line “Suspending Approval of State Electric Vehicle Infrastructure Deployment Plans.” The letter announced the rescinding of prior guidance for the NEVI programProgram and a plan to reissue guidance following notice and public comment. TheThis noticeguidance clarifiedwas thatissued “reimbursementseffective ofAugust existing13, obligations2025, willand begranted allowedstates additional flexibility in orderadministering tothe notNEVI disrupt current financial commitment.” Interpretation of this letter has varied across states.Program. We are closely monitoring the development and any future changes in NEVI guidance, but expect little business impact given our lack of reliance on NEVI funding for our urban and metro-focused network plan for the owned and operated business.

Separate federal guidance on Buy America requirements applicable to the NEVI Program, which was established by the IIJA,Infrastructure Investment and Jobs Act, requires immediate domestic assembly and U.S. steel requirements for chargers to qualify for funding under the NEVI Program, with higher domestic content percentages required in 2024. In February 2026, the current administration also proposed increasing domestic content percentages, but has not finalized new requirements. While we are currently able to source Buy America-compliant chargers, if in the future we are unable to do so, we may not be able to take advantage of NEVI Program funding opportunities or only do so at increased costs. Availability of these chargers may also be impacted by any future changes in policy or Buy America requirements. Our customers may request delays or adjustments to their build-out plans in order to accommodate these added Buy America requirements, which could result in delays in receipt of revenue from customers. However, any impact is likely to be minimal, as NEVI is a small portion of our planned public stalls. New tariffs and policies that could incentivize overbuilding of infrastructure may also have a negative impact on the economics of our stations. Furthermore, new tariffs and policy incentives could be put in place that favor equipment manufactured by or assembled at American factories, which may put our fast charging equipment vendors at a competitive disadvantage, including by increasing the cost or delaying the availability of charging equipment, by challenging or delaying our ability to apply or qualify for grants and other government incentives, or for certain charging infrastructure build-out solicitations and programs, including those initiated by federal government agencies.

Moreover, a variety of incentives and rebates offered by the U.S. federal government as well as state and local governments in order to encourage the use of EVs may be limited or reduced. As previously noted, the IRA modified the $7,500 tax credit for new plug-in EVs and added new tax credits for used and commercial EVs. The IRA removed the phase-out of tax credits for new plug-in EVs with respect to vehicle manufacturers that reached certain production levels beginning in 2023. However, the tax credit is subject to additional requirements and limitations previously noted, and futureFuture policy changes may continue to such requirements, for such tax credits may reduce incentives available to encourage the adoption of EVs; favor competitors whose production chains enable them to more readily take advantage of such incentives; delay purchases and installations of charging equipment by us as manufacturing of charging equipment is moved to the U.S. in order to expand eligibility for such incentives (which, in turn, could delay our recognition of revenue in connection with such stalls); increase the cost of procurement of some inputs in the construction of charging infrastructure; and negatively affect the EV market and adversely impact our business operations and expansion potential. Any such developments could have a material and adverse effect on our business, financial condition and results of operations.

The current lack of industry standardsstandards, and the anticipated future transition to the NACS charging standard, may lead to uncertainty, additional competition and further unexpected costs.

For example, Tesla’s charging network in the U.S. is based on a proprietary connector and EV inlet, which Tesla has open sourced as NACS to supplant or replace competing connector and EV inlet standards such as CCS.ACCS. A majority of the largest OEMs haveare announced plans to adoptadopting the NACS standard in their future EVs.standard. SAE International, a standards-developing organization for automotive engineering professionals, is currently working on an initiative to adaptstandardized Tesla’s specifications for NACS intoand released it with the SAE J3400 standard. NACS and J3400 are often used interchangeably.

The rapid industry shift towards the NACS standard demonstrates the ongoing evolution of industry standards.standards, With the recent OEM announcements,and NACS is poised to potentially become the de facto charging standard for EVs in North America. However, widespread or universal adoption of NACS as the industry standard couldis still expected to take several years as OEMs develop new EVs and EVSE manufacturers develop new chargers based on the NACS standard. Additionally, because a change in industry standard requires updates to a range of charging equipment, including EV inlets and EVSE connectors, cables and cooling systems, and charging network operators, including us, may have to spend considerable time and resources to deploy the new chargers (or retrofit existing chargers) in a manner that supports migration of EVs in North America from the CCS1 standard to the NACS standard while ensuring that existing EVs featuring CCS1 charging equipment are able to charge effectively on the updated networks.

Hardware or software utilized in connection with our charging network could have undisclosed or undetected defects, errors or bugsbugs, or be subject to malfunctions or overuse, which could impede market acceptance, harm our standing among our current or prospective customers and/or potentially subject us to legal claims and liabilities, any of which could significantly impact our business operations in an adverse manner.

We may be subject to claims that persons were injured or purported to be injured, or that personal property has been damaged, including due to latent defects, errors, bugs, malfunctions, or excessive wear in connection with the use of our charging stations. Any insurance that we carry may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, EVs produced by third-party OEMs (including any components of such EVs) or adapters or other equipment obtained manufactured by other third parties, such third parties may not assume responsibility for such malfunctions. Any of these events could materially and adversely affect our brand and reputation, as well as our business, financial condition and results of operations.

Our future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements and introducing new products that achieve market acceptance. We have incurred, and plan to continue to incur, significant research and development costs in the future as part of our efforts to design, develop, manufacture and introduce new products and enhance existing products.products For example, in January 2025, we entered into a jointincluding development agreement with Delta, pursuant to which we are developingof our next generation of charging infrastructure.infrastructure under our joint development agreement with Delta. Further, our research and development program may not produce successful results and our new products may not achieve market acceptance, create additional revenue or become profitable, which could materially and adversely affect our business financial condition and results of operation.

We have identified a material weaknessweaknesses in our internal control over financial reporting, and any inability to timely remediate thisthese material weaknessweaknesses or otherwise establish and maintain an effective system of internal control over financial reporting may harm investor confidence and cause a decline in the price of our Class A common stock.

We are one of the nation’s leading public EV fast charging providers. With more than 1,1001,200 fast charging stations across over 4047 states, we strategically deploy localized and accessible charging infrastructure by partnering with leading businesses across the U.S., including retailers, grocery stores, restaurants, shopping centers, gas stations, rideshare operators and autonomous vehicle companies. At our Innovation Lab, we perform extensive interoperability testing and have ongoing technical collaborations with leading automakers and industry partners to advance the EV charging industry and deliver a seamless charging experience.

Revenue. Our revenue is generated across various business lines. The majority of our revenue is generated from the sale of charging services, which are comprised of retail, commercial and OEM business lines, and our eXtend offering. In addition, we generate ancillary revenue through services provided to dedicated fleets, which includes both operating and sales-type lease structures, the sale of data services and consumer retail services. We also offer network services to OEM customers, including branding, membershipsbranding and marketing.memberships. Finally, as a result of owning and operating the EV charging stations, we earn regulatory credits such as LCFS credits, which are sold to generate additional revenue.

Depreciation, Amortization and Accretion. Depreciation, amortization and accretion consists of depreciation related to our property, equipment and software not associated with charging equipment and, therefore, not included in the depreciation, net of capital-build amortization expenses recorded in cost of sales. This also includes amortization of our intangible assets and accretion related to our asset retirement obligations.

Interest Income. Interest income consists primarily of interest earned on cash, cash equivalents and debtrestricted securities.cash.

Income Taxes. Our provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to our ownership in EVgo OpCo. For the year ended December 31, 2025, our provision for income taxes included a $5.2 million net income tax benefit resulting from the transfer of EVgo OpCo’s 2024 30C income tax credits. For the year ended December 31, 2024, our provision for income taxes included a $2.4 million net income tax benefit resulting from the transfer of EVgo OpCo’s 2023 30C income tax credits. For the year ended December 31, 2023, our provision for income taxes and effective tax rate were deemed to be de minimis. As of December 31, 20242025 and 2023,2024, we maintained a full valuation allowance on our net deferred tax assets. There were no unrecognized tax benefits for uncertain tax positions, nor any significant amounts accrued for interest and penalties as of December 31, 20242025 and 2023.2024.

Our revenue growth is largelypartly adependent result ofon the adoption and continued acceptance and usage of passenger and commercial EVs, which we believe drives the demand for electricity, charging infrastructure and charging services. The market for EVs is still rapidly evolving and, although demand for EVs has grown in recent years, there is no guarantee of such future demand. Additionally, as demand increases, the supply must keep pace for adoption to continue to accelerate at a rapid pace. Factors impacting the adoption of EVs include perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; availability of services for EVs; consumers’ perception about the convenience, speed, reliability and cost of EV charging; volatility in the price of gasoline and diesel; EV supply chain shortages and disruptions including, but not limited to, availability of certain components (e.g., semiconductors and critical raw materials necessary for the production of EVs and EV batteries), the ability of EV OEMs to ramp-up EV production and/or allocate sufficient quantities of EV models to the U.S. market; domestic content requirements or other policy constraints; availability of batteries and battery materials; availability, cost and desirability of other alternative fuel vehicles, including plug-in hybrid EVs and high fuel-economy gasoline and diesel-powered vehicles; increases in fuel efficiency; regulations applicable to vehicle emissions and fuel economy; and availability of federal and state credits for EV purchases. In addition, macroeconomic factors could impact demand for EVs, particularly since the sales price of EVs for certain body types can be more expensive than traditional gasoline-powered vehicles. If the market for EVs does not develop as expected or if there is any unexpected slowdown or delay in overall adoption of EVs, our business, financial condition and results of operations results may be materially and adversely affected.

The current administration has initiated, and may initiatecontinue to initiate, a series of new policies including but not limited to tariffs and global trade,trade initiatives, tax law and environmental policypolicies, which may impact our business. During the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors, such as the conflict between Russia andin Ukraine and thetensions conflict between Israel andin the broader Middle East region,East, which have led to disruptions, instability and volatility in global markets and industries and will likely continue to lead to,to geopolitical instability, market uncertainty and supply disruptions. Additionally, recent inflationary pressures have resulted in and may continue to result in increases to the costs of charging equipment and personnel, which could in turn cause capital expenditures and operating costs to rise. Notwithstanding the current easing of inflation and general improvement in the macroeconomic environment, we remain vigilant of factors that may have the effects of raising the cost of capital and depressing economic growth.

The current economic environment remains uncertain, and the extent to which our operating and financial results for future periods will be impacted by the conflicts in Ukraine, IsraelUkraine and tensions in the broader Middle East region, rates of inflation, foreign trade or changes in restrictions on trade between the U.S. and other countries, instability in the financial services sector, supply-chain disruptions, government implementation of tariffs and other changes in restrictions on trade and efforts to reduce inflation and any recession will largely depend on future developments, which are highly uncertain and cannot be reasonably estimated at this time. In addition, continued long lead times of grid equipment such as transformers may impact our development cycle. We continue to actively monitor for any proposals related to tariffs that may impact our business.

The U.S. federal government and some state and local governments provide incentives to end users and owners of EVs and EV charging stations in the form of rebates, tax credits, low-cost funding and other financial incentives that promote EV adoption and related EV charging infrastructure. See Part I, Item 1 “Business – Market Overview.” However, tax incentives may expire, grant programs will end when the allocated funding from the IIJA is exhausted or may be impacted as a matter of potential change in regulatory orAdditional legislative policy. Legislative or regulatory actions under the current administration or 119th Congress, if pursued, could impact the availability or value of these incentives. Further, the impact of the IRA and other government EV initiatives, including regulatory requirements and restrictions that may impact our ability and our competitors’ ability to take advantage of such initiatives, cannot be known with any certainty at this time, and we may not reap any or all of the expected benefits of thethese IRA or the IIJAinitiatives if material changes are made to these laws or the regulations issued thereunder,regulations, which could negatively affect the EV market and adversely impact our business operations and expansion potential.

We rely on numerous internally developed, including through a joint development agreement with Delta, and externally sourced hardware and software technologies to operate our network and generate earnings. We engage a variety of third-party vendors for non-proprietary hardware and software components and software-as-a-service elements. As a result of any defects, errors, bugs, malfunctions, or excessive wear to these hardware and/or software components, our stall availability and/or performance may be impacted and our maintenance costs could increase, which could materially and adversely affect our business, financial condition and results of operations. Our ability to continue to integrate our technology stack with technological advances in the wider EV ecosystem including EV model characteristics, charging standards, charging hardware, software and battery chemistries and value-added customer services will determine our sustained competitiveness in offering charging services. There is a risk that some or all of the components of the EV technology ecosystem will become obsolete and that we will be required to make significant investments to continue to effectively operate our business. For example, SAE International, a standards-developing organization for automotive engineering professionals, isrecently currently working on finalizingapproved the SAE J3400 industry standard.standard (also know as NACS) for production. We have begunbegan adding NACS connectors to our fast charging network in early 2025 and intend to continue this effort; however, continuingcontinued tointegration integrateof NACS connectors in future charger installations and on certain existing chargers will require investment and management attention.attention to select chargers which properly balance expectations of existing customers while attracting new users who prefer to use NACS connectors.

We derive revenue from selling regulatory credits earned for participating in LCFS programs, or other similar carbon or emissions trading schemes, in various jurisdictions in the U.S. WeThe currentlysale sellof these credits atis based on market prices. These credits are exposed to various market and supply and demand dynamics which can drive price volatility and which are difficult to predict. Price fluctuations in credits may have a material effect on future results of operations. The availability of such credits depends on continued governmental support for these programs. If these programs are modified, reduced or eliminated, our ability to generate this revenue in the future would be adversely impacted. In November 2024, the CARB voted to approve enhancements to its LCFS program. Given a technicality, however, CARB must resubmit the final regulations to the Office of Administrative Law before they may fully take effect. New Mexico also became the fourth state to promulgate a Clean Fuels Standard in 2024. We are currently monitoring proposedthe newimpact Cleanof Fuelsa programsset inof amendments to strengthen California’s LCFS program, which went into effect on July 1, 2025. In addition to California, we are also monitoring implementation of New Mexico’s program and a number of statesClean duringFuels proposals being contemplated in state legislatures across the 2025 legislative session.U.S.

We believe that EV charging is subject to seasonality related to driving, travel and economic activity that impacts demand for charging. For example, Americans typically drive more miles in the summer months and fewer in the winter months, especially in January and February. Our rideshare drivers also typically experience lower activity levels in the first quarter. The exact impact that these underlying trends have on charging demand has been difficult to discern given the growth in throughput and utilization that we have experienced over the past several years. Lastly, we experience seasonality in our electric costs as many electric utilities charge higher rates in the summer (typically defined as a four-month period starting in June), than the rest of the year.

The table below presents our results of operations for the years ended December 31, 2024 and 2023:

Total revenue for the year ended December 31, 20242025 increased $95.9$127.3 million, or 60%,50%, to $256.8$384.1 million compared to $161.0$256.8 million for the year ended December 31, 2023.2024. As further discussed below, the increase in revenue during 2024 was primarily due to a $50.9$37.2 million increase in retail charging revenue, a $15.7$34.7 million increase in ancillary revenue, a $29.9 million increase in eXtend revenue, a $10.6 million increase in OEM charging revenue, and an $8.1 million increase in commercial charging revenue, a $14.3 million increase in eXtend revenue, and a $10.4 million increase in OEM charging revenue.

Charging Revenue, Retail. Charging revenue, retail, for the year ended December 31, 20242025 increased $50.9$37.2 million, or 111%,39%, to $96.7$133.9 million compared to $45.7$96.7 million for the year ended December 31, 2023.2024. Year-over-year growth was primarily due to an overall increase in throughputthroughput, driven primarilyby byan increased number of charging stalls and increased charging volume from a greater number of customerscustomers, andand, moreto throughputa perlesser customer.extent, price increases.

Charging Revenue, Commercial. Charging revenue, commercial, for the year ended December 31, 20242025 increased $15.7$8.1 million, or 143%,30%, to $26.7$34.8 million compared to $11.0$26.7 million for the year ended December 31, 2023.2024. Year-over-year growth was primarily due to an increased number of charging stalls and higher charging volumes by the Company’s public fleet customers.

Regulatory Credit Sales. Regulatory credit sales for the year ended December 31, 20242025 increased $2.3$1.2 million, or 35%,13%, to $9.0$10.2 million compared to $6.7$9.0 million for the year ended December 31, 2023.2024. The increase was primarily due to increasedgrowing throughputthroughput, primarily in California, resulting in additional credit generation,generation and sales, partially offset by a decrease in market prices.

Network Revenue, OEM. Network revenue, OEM, for the year ended December 31, 20242025 increased $2.1$5.6 million, or 37%,72%, to $7.8$13.4 million compared to $5.7$7.8 million for the year ended December 31, 2023.2024. The year-over-year increase was primarily due to increased brandingbreakage realized related to a charging credit program and marketingincreased activities.branding revenue.

eXtend Revenue. eXtend revenue for the year ended December 31, 20242025 increased $14.3$29.9 million, or 20%,34%, to $86.6$116.5 million compared to $72.4$86.6 million for the year ended December 31, 2023.2024. The increase was primarily due anto a $21.7 million increase indue to construction projects in process or completed comparedand, to a lesser extent, an increase due to the samerecognition of certain construction change order costs that were incurred in a prior year period, which was partially offset byyear, a decrease$4.4 million increase in equipmenthardware sales.revenue, a $1.9 million increase in operating and maintenance revenue, and a $1.5 million increase in consulting revenue.

Charging Network. Charging network cost of sales for the year ended December 31, 20242025 increased $42.2$35.5 million, or 77%,37%, to $97.1$132.6 million compared to $54.9$97.1 million for the year ended December 31, 2023.2024. The increase in charging network cost was primarily due to a $30.4$20.8 million increase in usage-related energy costs resulting from increased throughput and ana $11.8$14.7 million increase in non-energy sitecosts, leaseprimarily andrelated to increased maintenance costs.activity and, to a lesser extent, increased costs due to the growth of our network.

Other. Other cost of sales for the year ended December 31, 20242025 increased $19.9$26.9 million, or 31%,32%, to $84.4$111.3 million compared to $64.5$84.4 million for the year ended December 31, 2023.2024. The increase in other cost of sales was primarily due to a $17.8$24.8 million increase in costs to support the increase in eXtend revenue and a $2.9$2.8 million increase inof costs to support dedicated fleets, partially offset by a $0.8 million decrease in costsrelated to supportthe otherfinanced ancillarysales lease revenue.

Gross Profit (Loss) and Gross Margin

General and Administrative Expenses. General and administrative expenses for the year ended December 31, 20242025 decreasedincreased $1.9$35.7 million, or 1%,25%, to $141.1$176.9 million compared to $143.0$141.1 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily driven by a $3.9$14.5 million decreaseincrease in payroll costs due to an increase in headcount, a $6.1 million increase in impairment expensesexpense, duea $5.1 million increase in bad debt expense primarily related to increased loss rates on credit card transactions, a decrease$3.2 million increase in abandonedsoftware projects, partially offset bycosts, a $1.4$1.7 million increase in marketing and advertising expenses, and a $1.2 million increase in legal and professional servicesservice primarilyfees related to our secondary offering that closed on December 18, 2024 and increased compliance costs relatedcompared to the DOEsame Loan,prior-year and a $0.8 million increase in software-related expenses.period.

Depreciation, Amortization and Accretion. Depreciation, amortization and accretion expenses for the year ended December 31, 20242025 decreased $0.3$5.2 million, or 1%,26%, to $19.8$14.6 million compared to $20.1$19.8 million for the year ended December 31, 2023.2024. The decrease was primarily due to $1.4$3.9 million in decreased amortization related to intangible assets and a $0.5$1.9 million decrease in accretion,decreased amortization related to software, which were partially offset by a $1.5$0.7 million increase in amortization of software.accretion.

During the year ended December 31, 2024,2025, we had an operating loss of $131.6$110.7 million, an improvement of $21.8$20.9 million, or 14%,16%, compared to an operating loss of $153.4$131.6 million for the year ended December 31, 2023.2024. Operating margin for the year ended December 31, 20232025 was negative 51.2%28.8% compared to negative 95.3%51.2% for the year ended December 31, 20232024 primarily due to improved gross margins and improved leveraging of operating expenses and improved gross margins.expenses.

Interest Income, NetExpense

Interest income, netincome for the year ended December 31, 20242025 decreased $2.3$0.6 million, or 23%,8%, to $7.5$7.0 million compared to $9.8$7.6 million for the year ended December 31, 2023.2024. The decrease was a result of less cash and cash equivalents held in a high-interest rate account by the Company, partially offset by increasedlower interest rates duringon theour yearinterest-bearing ended December 31, 2024 compared to the prior year.accounts.

TheFor changesyear ended December 31, 2025, there was a $9.3 million gain resulting from the change in fair values of earnoutwarrant and warrantearnout liabilities compared to a $4.9 million loss for the year ended December 31, 2024 were losses of $0.3 million and $4.6 million, respectively, compared to gains of $1.1 million and $7.2 million, respectively, for the year ended December 31, 2023.2024. The change between years was primarily due to ana increasedecrease in the fair value of the warrant and earnout liabilities during the year ended December 31, 20242025 compared to the prior year. See Part II, Item 8, “Consolidated Financial Statements and Supplementary Data — Note 12 — Fair Value Measurements” for more information.

Income Tax Benefit (Expense)

For the year ended December 31, 2024,2025, income tax benefit was $2.3$5.1 million compared to a$2.3 de minimis income tax expensemillion during the year ended December 31, 2023.2024. The income tax benefit for the years ended December 31, 2025 and 2024 was due to the benefit realized from the net proceeds received from the transfer of EVgo OpCo’s 2024 and 2023 30C income tax credits.credits, respectively. As of December 31, 2025 and 2024, we maintained a full valuation allowance on our net deferred tax assets.

Net loss attributable to Class A common stockholders for the year ended December 31, 20242025 was $126.7$41.6 million compared to $135.5$44.3 million for the year ended December 31, 2023.2024. The decreased lossdecrease was primarily duedriven toby a $21.8$20.9 million decrease in operating loss partially offset byloss, a $13.1$14.2 million lossnet gain from the change in the fair values of the earnout and warrant liabilitiesliabilities, and a $2.3$2.8 million increase in income tax benefit, which were partially offset by a $28.5 million decrease in net loss attributable to redeemable noncontrolling interest income,as net.a result of their decreased ownership percentage impacted by the redemption of OpCo Units, which occurred in December 2024, and a $6.1 million increase in interest expense.

We have a history of operating losses and negative operating cash flows. As of December 31, 2024,2025, we had $120.5$210.7 million of cash, cash equivalents, and restricted cash and working capital of $94.0$161.2 million. As of December 31, 2023,2024, we had $209.1$120.5 million of cash, cash equivalents and restricted cash and working capital of $178.1$94.0 million. Our net cash outflowinflow for the year ended December 31, 20242025 was $88.6$90.2 million. We believe our cash, cash equivalents and restricted cash on hand as of December 31, 20242025 is sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months from the filing date of this Annual Report.

To date, our primary sources of liquidity have been cash flows from the CRIS Business Combination, revenues from itsour various revenue streams, government grants, proceeds from the transfer of 30C income tax credits, proceeds from sales of our Class A common stock, including under the ATM Program and an underwritten equity offering, and loans and equity contributions from itsour previous owners.owners, and borrowings under long-term debt arrangements. Our primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers and capital expenditures (including property and equipment). Our principal uses of cash in recent periods have been funding our operations and investing in capital expenditures, including the purchase of EV chargers for installation.

DOE Loan. On December 12, 2024, Swift Borrower entered into the Guarantee Agreement with the DOE as guarantor. The DOE Loan is structured as a senior secured loan facility of up to $1.248 billion, consisting of $1.05 billion of principal and up to $193 million of capitalized interest, subject to modification as set forth in the Guarantee Agreement.interest. The DOE Loan provides that theSwift Borrower may draw on the DOE Loan, each such draw, an Advance, at any time during the Availability Period. Advances under the DOE Loan are subject to the satisfaction of customary conditions, including certification of compliance with the loan documents and specified legal requirements and the ongoing accuracy of representations and warranties. TheAs Borrowerthe submittedcurrent itsadministration firstcontinues requestto for an Advance of approximately $75.3 millionreview and receivedadopt suchpolicies Advancethat impact the EV sector, there is a risk that changes in Januaryregulatory, 2025.executive or legislative policy could result in delays or otherwise unduly affect our ability to obtain further Advances under the DOE Loan.

All proceeds from the DOE Loan will be used to reimburse us for up to 80% of certain costs associated with the construction, installation and deployment of approximately 7,500 new DC Stalls nationwide. At the closing of the DOE Loan we contributed 1,594 DC Stalls from our existing public network to theSwift Borrower as collateral and we may be required to contribute additional DC Stalls or cash to theSwift Borrower from time to time. We, through our subsidiary, EVgo Services, will provide charge point operator services to theSwift Borrower for the duration of the DOE Loan. Cash received from revenues generated from the contributed DC Stalls is restricted to ensure that we have sufficient funds to keep the contributed Stationsstations operational and make our required debt service and fee payments.

The following discussion and analysis provide information that we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto as of MarchJune 31,30, 2026 and December 31, 2025 and for the three and six months ended MarchJune 31,30, 2026 and 2025 included elsewhere in this Quarterly Report and the audited consolidated financial statements and related notes thereto as of and for the yearyears ended December 31, 2025 and 2024 contained in the Annual Report. In addition to historical information, this discussion contains forward-looking statements that involve numerous risks, uncertainties, and assumptions that could cause our actual results to differ materially from our expectations due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report.

•Network Revenue, OEM: This revenue stream represents revenue related to contracts that have significant charger infrastructure build programs, which represent set-up costs under ASC 606. Proceeds from these contracts are allocated to performance obligations including branding, memberships, reservations and the expiration of unused charging credits. Revenues from branding are recognized over time as the services are performed and measurement is recognized straight-line over the performance period. For memberships and reservations, revenue is recognized over time and measured over the period on a straightlinestraight-line basis as performance obligations are met. Any unused charging credits are recognized as breakage using the proportional method or, for programs where there is not enough information to determine the pattern of rights exercised by the customer, the remote method.

The U.S. federal government and some state and local governments,governments provide incentives to EV charging station owners in the form of rebates, tax credits, low-cost funding and other financial incentives, such as payments for regulatory credits. Several entities offer incentives to offset vehicle purchases as well. These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV charging stations. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced or terminated as a matter of regulatory or legislative policy, which if pursued, could impact the availability or value of these grants and/or tax provisions. Any reduction in rebates, tax credits or other financial incentives available to EVs or EV charging stations could negatively affect the EV market and adversely impact our business operations and expansion potential.

Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025

Total revenue for the three months ended MarchJune 31,30, 2026 increaseddecreased $34.2$15.4 million, or 45%,16%, to $109.5$82.6 million compared to $75.3$98.0 million for the three months ended MarchJune 31,30, 2025. As further discussed below, the increasedecrease in total revenue was primarily due to a $15.9$19.4 million increasedecrease in eXtend revenue and a $5.6 million decrease in AV and ancillary revenue, partially offset by a $9.7 million increase in eXtend revenue and an $8.6$9.6 million increase in charging network revenue.

Total Charging Network. Total charging network, for the three months ended March 31, 2026network increased $8.6$9.6 million, or 18%,19%, to $55.7 million compared to $47.1$61.4 million for the three months ended MarchJune 31,30, 2026 compared to $51.8 million for the three months ended June 30, 2025. Period-over-period growth was primarily due to a $3.8$4.8 million increase in network revenue, OEM, due to increased marketing revenue, and to a lesser extent, increased breakage revenue, and a $3.8 million increase in retail charging revenue, due to an overall increase in throughput volume from a greater number of customers, and to a lesser extent, increases in pricing, and a $1.0$2.2 million increase in commercial charging revenue, due to an overall increase in throughput volume from a greater number of public fleet customers.customers, and a $2.2 million increase in regulatory credit sales, due to increased throughput resulting in additional credit generation and improved market prices.

eXtend Revenue. eXtend revenue for the three months ended MarchJune 31,30, 2026 increaseddecreased $9.7$19.4 million, or 41%,52%, to $33.2$18.0 million compared to $23.5$37.4 million for the three months ended MarchJune 31,30, 2025. The increasedecrease was primarily due to a $6.1$17.5 million increasedecrease in equipment sales, reflecting lower equipment needs relative to the prior period, a $2.2 million decrease in construction revenue due to higherlower construction projects in process or completed, apartially $3.1offset million increase due to hardware sales, andby a $0.3$0.7 million increase in operating and maintenance revenue.

AV and Ancillary Revenue. AV and ancillary revenue for the three months ended MarchJune 31,30, 2026 increaseddecreased $15.9$5.6 million, or 339%,64%, to $20.6$3.2 million compared to $4.7$8.8 million for the three months ended MarchJune 31,30, 2025. The increasedecrease was primarily due to $17.2a $5.3 million ofdecrease in revenue recognized from sales-type lease arrangements with a dedicated fleet customercustomers during the three months ended MarchJune 31,30, 2026, partially offset by a $1.0 million decrease in operating lease revenue.2026.

Charging Network. Charging network cost of sales for the three months ended MarchJune 31,30, 2026 increased $6.0$6.7 million, or 20%,21%, to $35.6$39.2 million compared to $29.6$32.5 million for the three months ended MarchJune 31,30, 2025. The increase in charging network cost of sales was primarily due to a $3.5 million increase in non-energy costs resulting primarily from increased maintenance activities and rent and related expenses due to the growth of our network and a $2.5$3.2 million increase in energy costs, driven primarily by higher throughput.

Other. Other cost of sales for the three months ended MarchJune 31,30, 2026 increaseddecreased $24.0$20.0 million, or 118%,54%, to $44.4$17.2 million compared to $20.4$37.2 million for the three months ended MarchJune 31,30, 2025. The increasedecrease in other cost of sales was primarily due to a $12.9$17.1 million increasedecrease in costcosts to support our eXtend revenue and a $2.7 million decrease in costs of sales related to revenue recognized from a sales-type lease arrangement with a dedicated fleet customer and an $11.0 million increase to support our eXtend revenue.customers.

Depreciation, Net of Capital-Build Amortization. Depreciation, net of capital-build amortization, for the three months ended MarchJune 31,30, 2026 increased $0.6$4.5 million, or 4%,31%, to $16.6$18.8 million compared to $16.0$14.3 million for the three months ended MarchJune 31,30, 2025 due to the growth of our charging network.

Gross profit for the three months ended MarchJune 31,30, 2026 increaseddecreased $3.6$6.6 million to $13.0$7.3 million, compared to $9.3$13.9 million for the three months ended MarchJune 31,30, 2025. Gross margin for the three months ended MarchJune 31,30, 2026 and 2025 was 11.8%8.9% and 12.4%,14.2%, respectively.

General and Administrative Expenses. General and administrative expenses for the three months ended MarchJune 31,30, 2026 increased $7.4$3.8 million, or 19%,9%, to $46.0$44.4 million compared to $38.6$40.6 million for the three months ended MarchJune 31,30, 2025. The increase was primarily driven by a $2.8$1.2 million increase in impairmentproject expense,expenses, a $2.2$1.1 million increase in payrollloss costson duedisposal toof anproperty increaseand inequipment, headcount,net of insurance recoveries, a $1.1$1.0 million increase in software costs, a $0.5 million increase in HR expenses related to our annual company-wide conference, and a $0.4$0.9 million increase in bad debt expense and a $0.7 million increase in marketing and advertising expense, partially offset by a $1.5 million decrease in impairment expense.

Depreciation, Amortization and Accretion. Depreciation, amortization and accretion expenses for the three months ended MarchJune 31,30, 2026 decreased $0.8$1.0 million, or 19%,24%, to $3.3$3.1 million compared to $4.1 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily due to $0.8$0.7 million in decreaseddecrease in amortization related to intangible assets,assets and a $0.3$0.4 million decrease in amortization related to software, and a $0.2 million decrease in accretion.software.

During the three months ended MarchJune 31,30, 2026, we had an operating loss of $36.3$40.1 million, an improvementincrease of $2.9$9.3 million, or 9%,30%, compared to $33.4$30.8 million for the three months ended MarchJune 31,30, 2025. Operating margin for the three months ended MarchJune 31,30, 2026 was negative 33.2%48.6% compared to negative 44.4%31.4% for the three months ended MarchJune 31,30, 2025 primarily due to improvedreduced gross margin and reduced leveraging of operating expenses and to a lesser extent, a decrease in depreciation, amortization and accretion.expenses.

Interest expense for the three months ended MarchJune 31,30, 2026 increased $2.5$7.2 million, or 474%,797%, to $3.0$8.2 million compared to $0.5$0.9 million for the three months ended MarchJune 31,30, 2025. The increase was due to higher interest expense incurred related to the DOE Loan and Credit Agreement, which is presented net of amounts capitalized to property and equipment, due to higher debt balances on both the DOE Loan and Credit Agreement.

Interest income for the three months ended MarchJune 31,30, 2026 decreased $0.3 millionmillion, or 19%17% to $1.4 million compared to $1.7 million for the three months ended MarchJune 31,30, 2025. The decrease was a primarily resultdue ofto lower interest rates onduring and,the tothree amonths lesserended extent,June lower30, account balances held in our interest-bearing accounts,2026 compared to the same prior-year period.

Other Income (Expense),Income, Net

Other income (expense),income, net, for the three months ended MarchJune 31,30, 2026 and 2025 was de minimis.

For the three months ended MarchJune 31,30, 2026, there was a $1.0$0.3 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $6.1$0.2 million gain for the three months ended MarchJune 31,30, 2025. The change between periods was primarily due to a decrease in the fair value of the warrant and earnout liabilities during the three months ended MarchJune 31,30, 2026 compared to the same prior-year period. The Public Warrants and the Private Placement Warrants expired July 1, 2026. See “Part I, Item 1: Financial Statements — Note 11 — Fair Value Measurements” for more information.

Income Tax Expense,Benefit (Expense), Net

For the three months ended MarchJune 31,30, 2026 and 2025, our income tax (benefit) expense was de minimis. As of MarchJune 31,30, 2026 and 2025, we maintained a full valuation allowance on our net deferred tax assets.

ComprehensiveNet Loss Attributable to Class A Common Stockholders

ComprehensiveNet loss attributable to Class A common stockholders for the three months ended MarchJune 31,30, 2026 was $16.4$20.8 million, compared to $11.4$13.0 million for the three months ended MarchJune 31,30, 2025. The increase was primarily driven by a $5.7$9.3 million increase in operating loss and a $7.2 million increase in interest expense, partially offset by a $8.7 million increase in net loss attributable to redeemable noncontrolling interest, a $2.9 million increase in operating loss and a $2.5 million increase in interest expense, partially offset by a $5.1 million increase in the gain from the change in the fair values of the warrant and earnout liabilities.interest.

We have a history of operating losses and negative operating cash flows. As of MarchJune 31,30, 2026, we had $150.0$197.7 million of cash, cash equivalents and restricted cash and working capital of $123.6$148.1 million. As of December 31, 2025, we had $210.7 million of cash, cash equivalents and restricted cash and working capital of $161.2 million. Our net cash outflow for the three and six months ended MarchJune 31,30, 2026 was $60.7$13.1 million. We believe our cash, cash equivalents, and restricted cash on hand as of MarchJune 31,30, 2026 are sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months from the filing date of this Quarterly Report.

On December 12, 2024, Swift Borrower entered into the Guarantee Agreement with the DOE as guarantor.guarantor, which was amended by the Amendment on April 29, 2026. See Part I, Item 1, “Financial Statements — Note 8 — Long-Term Debt” for additional information. The DOE Loan is structured as a senior secured loan facility of up to $1.248$750 billion,million, consisting of $1.05$625 billionmillion ofin principalborrowings and up to $193$125 million ofin capitalized interest. The DOE Loan provides that Swift Borrower may draw on the DOE Loan, each such draw, an Advance, at any time during the Availability Period. Advances under the DOE Loan are subject to the satisfaction of customary conditions, including certification of compliance with the loan documents and specified legal requirements and the ongoing accuracy of representations and warranties.

All proceeds from the DOE Loan will be used to reimburse us for upan amount equal to 80% of certainthe costsaggregate associatedof withall Eligible Project Costs (as such term is defined in the construction,Amendment) installationof assets held by Swift Borrower (subject to certain regulatory and deploymentcontractual requirements), subject to the overall project leverage ratio cap of approximately65% 7,500being newreached, DCafter Stallswhich nationwide.Swift Borrower will borrow and reimburse Sponsor at the 65% ratio until the end of the Availability Period. At the closing of the DOE Loan, we contributed 1,594 DC Stalls from our existing public network to Swift Borrower as collateral and we may be required to contribute additional DC Stalls or cash to Swift Borrower from time to time. We, through our subsidiary, EVgo Services, will provide charge point operator services to Swift Borrower for the duration of the DOE Loan. Cash received from revenues generated from the contributed DC Stalls is restricted to ensure that we have sufficient funds to keep the contributed stations operational and make our required debt service and fee payments.