What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-05 · 220 added, 197 removed, 582 unchanged (42% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

June 30, 2025

September 30, 2025

December 31, 2024

3 unchanged sentences

Restricted cash, current

Accounts receivable, net of allowance of $ 1,292 and $ 1,196 as of June 30, 2025 and December 31, 2024

Accounts receivable, net of allowance of $ 1,416 and $ 1,196 as of September 30, 2025 and December 31, 2024

Accounts receivable, capital-build

11 unchanged sentences

Deferred revenue, current

Earnout liability, at fair value

Warrant liabilities, at fair value

Long-term debt, current

Other current liabilities

6 unchanged sentences

Warrant liabilities, at fair value

Long-term debt, noncurrent

Other long-term liabilities

Long-term debt

Total liabilities

2 unchanged sentences

Condensed Consolidated Balance Sheets (continued)

June 30, 2025

September 30, 2025

December 31, 2024

4 unchanged sentences

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

10,000,000 shares authorized as of September 30, 2025 and December 31, 2024;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

1,200,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

133,526,365 and 129,973,698 shares issued and outstanding (excluding 718,750 shares subject to possible forfeiture) as of June 30, 2025 and December 31, 2024, respectively

1,200,000,000 shares authorized as of September 30, 2025 and December 31, 2024;

134,003,176 and 129,973,698 shares issued and outstanding (excluding 718,750 shares subject to possible forfeiture) as of September 30, 2025 and December 31, 2024, respectively

Class B common stock, $ 0.0001 par value;

400,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

172,800,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024

400,000,000 shares authorized as of September 30, 2025 and December 31, 2024;

172,800,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Accumulated deficit

4 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except per share data)

17 unchanged sentences

Interest income

Other income (expense), net

Other expense, net

Change in fair value of earnout liability

Change in fair value of warrant liabilities

Total other income, net

Loss before income tax expense

Income tax expense

Total other income (expense), net

Loss before income tax benefit (expense)

Income tax benefit (expense)

net loss attributable to redeemable noncontrolling interest

4 unchanged sentences

Condensed Consolidated Statements of Stockholders’ Deficit

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Class A Common Stock

13 unchanged sentences

Balance, June 30, 2025

Share-based compensation

Issuance of Class A common stock under share-based compensation plans

Shares withheld for taxes

Redeemable noncontrolling interest adjustment to fair value

Balance, September 30, 2025

¹ Excludes $ 14.9 million of net loss attributable to redeemable noncontrolling interest.

² Excludes $ 16.8 million of net loss attributable to redeemable noncontrolling interest.

³ Excludes $ 16.0 million of net loss attributable to redeemable noncontrolling interest.

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Stockholders’ Deficit

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Class A Common Stock

11 unchanged sentences

Balance, June 30, 2024

Share-based compensation

Issuance of Class A common stock under share-based compensation plans

Redeemable noncontrolling interest adjustment to fair value

Balance, September 30, 2024

1 Excludes $ 18.4 million of net loss attributable to redeemable noncontrolling interest.

2 Excludes $ 19.2 million of net loss attributable to redeemable noncontrolling interest.

3 Excludes $ 21.6 million of net loss attributable to redeemable noncontrolling interest.

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

16 unchanged sentences

Other current and noncurrent liabilities

Net cash provided by (used in) operating activities

Net cash (used in) provided by operating activities

Cash flows from investing activities

5 unchanged sentences

Proceeds from capital-build funding

Contribution from redeemable noncontrolling interest

Payments of withholding tax on net issuance of restricted stock units

7 unchanged sentences

Condensed Consolidated Statements of Cash Flows (continued)

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

9 unchanged sentences

Total cash, cash equivalents and restricted cash, end of period

Supplemental cash flow data

Interest paid

Supplemental disclosure of noncash investing and financing activities

1 unchanged sentence

Capital expenditures in accounts payable and accrued liabilities

Deferred debt issuance costs in accounts payable, accrued liabilities, other current liabilities and other liabilities

Non-cash increase in capital-build

Property and equipment derecognized for net investment in sales-type lease

Deferred debt issuance costs in accounts payable, accrued liabilities, other current liabilities and other liabilities

Paid-in-kind interest

Property and equipment derecognized for net investment in sales-type lease

Interest capitalized to property, equipment and software

Non-cash increase in asset retirement obligations

Interest capitalized in property, equipment and software

Share-based compensation capitalized to property, equipment and software

28 unchanged sentences

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025, or any other period.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025, or any other period.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Annual Report.

15 unchanged sentences

The Company mitigates its risk with respect to cash by maintaining its deposits at high-quality financial institutions and monitoring the credit ratings of those institutions.

The Company had one customer that comprised 25.6 % of the Company’s total net accounts receivable as of June 30, 2025.

The Company had one customer that comprised 31.5 % of the Company’s total net accounts receivable as of September 30, 2025.

The Company had two customers that collectively comprised 41.7 % of the Company’s total net accounts receivable as of December 31, 2024.

For the three months ended June 30, 2025 and 2024, one customer represented 38.2 % and 41.5 % , respectively, of total revenue.

For the six months ended June 30, 2025 and 2024, one customer represented 35.1 % and 38.3 % , respectively, of total revenue.

For the three months ended June 30, 2025 and 2024, one vendor and two vendors provided 92.8 % and 93.5 % of EVgo’s total charging equipment, respectively.

For the six months ended June 30, 2025 and 2024, two vendors provided 91.1 % and 89.5 % of EVgo’s total charging equipment, respectively.

For the three months ended September 30, 2025 and 2024, one customer represented 34.3 % and 32.1 % , respectively, of total revenue.

For the nine months ended September 30, 2025 and 2024, one customer represented 34.8 % and 36.1 % , respectively, of total revenue.

For the three months ended September 30, 2025 and 2024, two and three vendors provided 89.1 % and 90.8 % of EVgo’s total charging equipment, respectively.

For the nine months ended September 30, 2025 and 2024, two vendors provided 91.8 % and 86.6 % of EVgo’s total charging equipment, respectively.

Reclassifications

During the fourth quarter of 2024, we reclassified revenues earned through our dedicated charging solutions to fleets from commercial charging revenue to ancillary revenue.

During the third quarter of 2025, the Company combined charging station installation costs and charging station equipment into charging stations, and charging equipment was combined with construction in process.

During the fourth quarter of 2024, the Company reclassified revenues earned through our dedicated charging solutions to fleets from commercial charging revenue to ancillary revenue.

In addition, the associated costs for those revenues were reclassified from charging network cost of sales to other cost of sales.

3 unchanged sentences

and are stated at cost.

Cash equivalents are carried at fair value and are primarily invested in money market funds.

Cash equivalents are carried at fair value and are invested in money market funds.

Cash that is held by a financial institution and has restrictions on its availability to the Company is classified as current and noncurrent restricted cash.

As of June 30, 2025 and December 31, 2024, the Company had $ 28.4 million (of which $ 6.5 million was noncurrent) and $ 2.8 million, respectively, of restricted cash associated with a loan guarantee entered into with the U.S.

Department of Energy (“DOE”) (see Note 8).

The Company had unused letters of credit, which were collateralized with cash classified as restricted cash on the Company's condensed consolidated balance sheets of $ 0.4 million as of June 30, 2025 and December 31, 2024, associated with the construction of its charging stations.

The Company also had $ 0.1 million in restricted cash as of June 30, 2025 and December 31, 2024, related to a credit card agreement.

As of September 30, 2025 and December 31, 2024, the Company had $ 19.3 million (of which $ 7.7 million was noncurrent) and $ 2.8 million, respectively, of restricted cash associated with long-term debt (see Note 8).

The Company had unused letters of credit, which were collateralized with cash classified as restricted cash on the Company's condensed consolidated balance sheets of $ 0.4 million as of September 30, 2025 and December 31, 2024, associated with the construction of its charging stations.

The Company also had $ 0.1 million in restricted cash as of September 30, 2025 and December 31, 2024, related to a credit card agreement.

Accounts Receivable and Allowance for Doubtful Accounts

4 unchanged sentences

After all attempts to collect an account receivable have failed, the account receivable is written off against the allowance for doubtful accounts.

Unbilled contract receivables, for which performance obligations have been met, were $ 2.3 million and $ 5.8 million as of June 30, 2025 and December 31, 2024, respectively.

Unbilled contract receivables, for which performance obligations have been met, were $ 6.4 million and $ 5.8 million as of September 30, 2025 and December 31, 2024, respectively.

Lease Accounting – Sales Type Leases

Gain (loss) from sales-type leases, which is recognized at lease commencement when control transfers to the lessee and collectibility is considered probable, equals the sales price (fair value or lease receivable, if lower) less the carrying value of the asset and deferred initial direct costs (cost of sales).

The sales price is included in ancillary revenue and the related cost of sales is included in other cost of sales.

5 unchanged sentences

The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer.

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed

by its CODM in deciding how to allocate resources to an individual segment and in assessing performance.

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by its CODM in deciding how to allocate resources to an individual segment and in assessing performance.

The Company’s CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance.

1 unchanged sentence

The following table presents disaggregated general and administrative expenses:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

7 unchanged sentences

The Company adopted ASU 2024-01 on January 1, 2025, on a prospective basis and the adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-07”).

The guidance refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting.

The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract.

The amendments in ASU 2025-07 are effective for fiscal years and interim periods beginning after December 15, 2026, with early adoption permitted.

The Company adopted ASU 2025-07 with an effective date of January 1, 2025, on a prospective basis and the adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Standards

5 unchanged sentences

In November 2024, the FASB issued ASU 2024-03, ASC Subtopic 220 “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures” (“ASU 2024-03”) which requires that, in each interim and annual reporting period, an entity disclose more information about the components of certain expense captions than is currently disclosed in the financial statements.

In January 2025, the FASB issued ASU 2025-01, ASC Subtopic 220 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures” (“ASU 2025-01”), which clarified the effective date of ASU 2024-03, in which the amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In July 2025, the FASB issued ASU 2025-05, ASC Subtopic 326 “ Financial Instruments — Credit Losses” (“ASU 2024-03”) provides a practical expedient that allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

In July 2025, the FASB issued ASU 2025-05, ASC Subtopic 326 “ Financial Instruments — Credit Losses” (“ASU 2025-05”), which provides a practical expedient that allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within annual reporting periods.

The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In September 2025, the FASB issued ASU 2025-06, ASC Subtopic 350 “Intangibles — Goodwill and Other — Internal-Use Software” (“ASU 2025-06”), which provides targeted improvements to the accounting for internal-use software by eliminating stage-based rules for cost capitalization and replacing them with a principles-based framework aligned with modern software development practices.

The update also clarifies the disclosure framework for capitalized software costs and is effective for annual periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the effect that the adoption of this ASU will have on its condensed consolidated financial statements.

Note 3 — Revenue Recognition

1 unchanged sentence

(dollars in thousands)

June 30, 2025

September 30, 2025

December 31, 2024

5 unchanged sentences

(in thousands)

June 30, 2025

September 30, 2025

Beginning balance

3 unchanged sentences

Revenues include the following:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

1 unchanged sentence

Amounts associated with performance obligations satisfied in previous periods

It is anticipated that deferred revenue as of June 30, 2025 will be recognized in the following periods ending December 31:

It is anticipated that deferred revenue as of September 30, 2025 will be recognized in the following periods ending December 31:

(in thousands)

As of June 30, 2025, there was $ 19.0 million in consideration received for charging credits, for which the timing of revenue recognition is uncertain.

As of September 30, 2025, there was $ 21.9 million in consideration received for charging credits, for which the timing of revenue recognition is uncertain.

The Company expects to recognize revenue for these amounts as customers use their charging credits over the next 3.0 years.

1 unchanged sentence

Under many customer contracts, each unit of product represents a separate performance obligation and therefore future volumes are wholly unsatisfied and thus disclosure of the transaction price allocated to a wholly unsatisfied performance obligation is not required.

Under these contracts, variability arises as both volume and pricing are not known until the product is

As of June 30, 2025 and December 31, 2024, there was $ 10.6 million and $ 8.6 million, respectively, in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed consolidated balance sheets.

Under these contracts, variability arises as both volume and pricing are not known until the product is delivered.

As of September 30, 2025 and December 31, 2024, there was $ 8.1 million and $ 8.6 million, respectively, in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed consolidated balance sheets.

Note 4 — Lease Accounting

5 unchanged sentences

The Company has not entered into any finance leases.

The Company has estimated operating lease commitments of $ 38.5 million for leases where the Company has not yet taken possession of the underlying asset as of June 30, 2025.

As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of June 30, 2025.

The Company has estimated operating lease commitments of $ 39.2 million for leases where the Company has not yet taken possession of the underlying asset as of September 30, 2025.

As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of September 30, 2025.

The Company’s lease costs consisted of the following:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

5 unchanged sentences

Charging network cost of sales

Other cost of sales

General and administrative expenses

As of June 30, 2025, the maturities of operating lease liabilities for the periods ending December 31, were as follows:

As of September 30, 2025, the maturities of operating lease liabilities for the periods ending December 31, were as follows:

(in thousands)

3 unchanged sentences

Other supplemental and cash flow information consisted of the following:

Six Months Ended June 30,

Nine Months Ended September 30,

(dollars in thousands)

9 unchanged sentences

The Company’s operating lease income consisted of the following components:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

2 unchanged sentences

Sublease income

As of June 30, 2025, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the periods ending December 31, were as follows:

As of September 30, 2025, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the periods ending December 31, were as follows:

(in thousands)

The components of charging equipment, charging stations, and subleased host sites leased to third parties under operating leases, which are included within the Company’s property and equipment, net, and operating lease ROU assets were as follows as of:

The components of charging stations and subleased host sites leased to third parties under operating leases, which are included within the Company’s property and equipment, net, and operating lease ROU assets were as follows as of:

(in thousands)

June 30, 2025

September 30, 2025

December 31, 2024

Charging station equipment and installation costs

Charging stations

Accumulated depreciation

4 unchanged sentences

The Company did not have any sales-type leases prior to 2025.

The following table presents amounts included in the condensed consolidated statements of operations related to income (loss) generated from sales-type leases :

Three and Six Months

(in thousands)

Ended June 30, 2025

Ancillary revenue

Other cost of sales

Minimum discounted lease payments due under sales-type leases were as follows as of June 30, 2025 for the periods ending December 31:

During the nine months ended September 30, 2025, the Company derecognized $ 2.9 million, of leased assets into cost of sales, other and recognized net investment in lease of $ 5.6 million in ancillary revenue related to sales-type lease arrangements .

Minimum discounted lease payments due under sales-type leases were as follows as of September 30, 2025 for the periods ending December 31:

(in thousands)

Total expected sales-type lease payments

imputed interest

Total net investment in sales-type leases

1 unchanged sentence

(in thousands)

June 30, 2025

September 30, 2025

Prepaid and other current assets

2 unchanged sentences

Total sales-type lease assets

During the three and six months ended June 30, 2025, the Company derecognized $ 2.8 million of leased assets and recognized net investment in lease of $ 5.3 million under sales-type lease arrangements .

No impairments of net investment in lease were recognized during the three and six months ended June 30, 2025 .

No impairments of net investment in lease were recognized during the three and nine months ended September 30, 2025 .

Note 5 — Property, Equipment and Software, Net

1 unchanged sentence

(in thousands)

June 30, 2025

September 30, 2025

December 31, 2024

Charging station installation costs

Charging station equipment

Charging stations

Construction in process

Charging equipment

Office equipment, vehicles and other

Total property, equipment and software

Less accumulated depreciation and amortization

Accumulated depreciation and amortization

Property, equipment and software, net

Depreciation, amortization, impairment expense and loss on disposal of property and equipment, net of insurance recoveries, consisted of the following:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

6 unchanged sentences

Impairment expense

(Gain) loss on disposal of property and equipment, net of insurance recoveries

Loss on disposal of property and equipment, net of insurance recoveries

Note 6 — Intangible Assets, Net

Intangible assets, net, consisted of the following as of June 30, 2025:

Intangible assets, net and excluding fully amortized assets, consisted of the following as of September 30, 2025:

(in thousands)

5 unchanged sentences

Developed technology

Amortization of intangible assets was $ 1.9 million and $ 2.5 million for the three months ended June 30, 2025 and 2024, respectively.

Amortization of intangible assets was $ 3.9 million and $ 5.2 million for the six months ended June 30, 2025 and 2024, respectively.

Amortization of intangible assets was $ 1.3 million and $ 2.5 million for the three months ended September 30, 2025 and 2024, respectively.

Amortization of intangible assets was $ 5.1 million and $ 7.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Note 7 — Asset Retirement Obligations

Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations and other equipment and restore the sites to the condition prior to installation.

Asset retirement obligations represent the present value of the estimated costs to remove the charging stations and other equipment and restore the sites to the condition prior to installation.

The Company reviews estimates of removal costs on an ongoing basis.

1 unchanged sentence

(in thousands)

June 30, 2025

September 30, 2025

Beginning balance

5 unchanged sentences

Note 8 — Long-Term Debt

On December 12, 2024, EVgo Swift Borrower LLC (“Swift Borrower”), a Delaware limited liability company and subsidiary of the Company, entered into a guarantee agreement with the DOE as guarantor (the “Guarantee Agreement”) for a term loan facility entered into by Swift Borrower with the Federal Financing Bank (“FFB”) (the “DOE Loan”).

As of June 30, 2025, the outstanding balance under this loan was $ 96.5 million, which includes $ 2.4 million in paid-in-kind interest.

As of June 30, 2025, Swift Borrower had $ 960.2 million of principal remaining available to borrow under the Guarantee Agreement, subject to the satisfaction of customary conditions .

As of December 31, 2024, there were no amounts outstanding under the DOE Loan .

As of June 30, 2025, payments due on long-term debt for the periods ending December 31, were as follows:

As of September 30, 2025, payments due on long-term debt for the periods ending December 31, were as follows:

(in thousands)

Long-term debt

Amortization of debt issuance costs, net of capitalized interest, is included in interest expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2025.

As of June 30, 2025 and December 31, 2024, $ 24.0 million and $ 23.2 million, respectively, in deferred issuance costs was included in prepaids and other current assets and other assets on the condensed consolidated balance sheets in connection with the DOE Loan and the credit agreement entered into in July 2025 (see Note 17).

Annual amortization of the DOE Loan costs is $ 1.4 million until maturity of the DOE Loan .

The weighted average interest rate on the Company’s borrowi ngs for the three and six months ended June 30, 2025 was 5.76 % and 5.80 %, respectively.

There was no interest expense related to debt issuance costs during the three and six months ended June 30, 2024.

Interest expense related to the Company’s long-term debt consisted of the following:

June 30, 2025

Amortization of debt issuance costs, net of capitalized interest, is included in interest expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025.

As of September 30, 2025 and December 31, 2024, $ 29.3 million and $ 23.2 million, respectively, in deferred issuance costs was included in prepaids and other current assets and other assets on the condensed consolidated balance sheets in connection with the DOE Loan and the Credit Agreement, which are defined below.

It is anticipated that amortization of the deferred issuance costs as of September 30, 2025 will be recognized in the following periods ending December 31:

(in thousands)

Deferred issuance costs

There was no interest expense related to debt issuance costs during the three and nine months ended September 30, 2024.

Total interest expense related to the Company’s long-term debt consisted of the following:

September 30, 2025

(in thousands)

Three Months Ended

Six Months Ended

Paid-in-kind interest

Nine Months Ended

Interest expense

Amortization of deferred debt issuance costs

Capitalized interest

Total interest expense

On December 12, 2024, EVgo Swift Borrower LLC (“Swift Borrower”), a Delaware limited liability company and subsidiary of the Company, entered into a guarantee agreement with the DOE as guarantor (“Guarantee Agreement”) for a term loan facility entered into by Swift Borrower with the Federal Financing Bank (“FFB”) (the “DOE Loan”).

As of September 30, 2025, the outstanding balance under the DOE Loan was $ 97.9 million, which includes $ 3.8 million in paid-in-kind interest.

As of September 30, 2025, Swift Borrower had $ 960.2 million of principal remaining available to borrow under the DOE Loan, subject to the satisfaction of conditions contained in the Guarantee Agreement .

As of December 31, 2024, there were no amounts outstanding under the DOE Loan .

The weighted average interest rate on amounts outstanding under the DOE Loan as of September 30, 2025 was approximately 5.76 % .

In October 2025, Swift Borrower received an advance of $ 40.9 million.

Credit Agreement

On July 23, 2025 (“Voyager Closing Date”), EVgo Voyager Borrower LLC (the “Voyager Borrower”), a subsidiary of the Company, entered into a credit agreement (as it may be amended from time to time, the “Credit Agreement”) with the Lenders and other parties thereto from time to time.

The Credit Agreement provides for a term facility of up to $ 300 million, consisting of (i) a $ 225 million committed term loan facility (the “Commitments”) with a maturity date of July 23, 2030 and (ii) a $ 75 million uncommitted incremental term loan facility (“Incremental Facility”).

Voyager Borrower may borrow a loan (each, a “Loan”) two times in any calendar month under the Credit Agreement (each, a “Borrowing”) at any time beginning on the Voyager Closing Date and ending on the earliest of (i) the third anniversary of the Voyager Closing Date, (ii) the date on which Loans have been made in an amount greater than or equal to 95 % of the original aggregate amount of the Commitments as of the Voyager Closing Date, and (iii) the date the Commitments are otherwise terminated under the Credit Agreement (the “Voyager Availability Period”).

Borrowings under the Credit Agreement are

subject to the satisfaction of customary conditions, including contribution to Voyager Borrower by EVgo Services of the EV fast charging stalls (the “Stalls”) to which the applicable Borrowing relates, delivery of a Borrowing notice and the ongoing accuracy of certain representations and warranties.

All proceeds from the Credit Agreement will be used to reimburse EVgo Services for up to 60 % of certain costs associated with the construction, installation and deployment of the Stalls contributed to Voyager Borrower by EVgo Services pursuant to the terms of the Credit Agreement and pay for certain transaction costs.

The Loans are expected to support more than 1,900 Stalls nationwide (the “Project”), including the buildout of more than 1,500 new Stalls and 400 Stalls that EVgo Services contributed from its existing public network to Voyager Borrower as collateral in connection with the Initial Borrowing, which is defined below.

Under the terms of the Credit Agreement, EVgo Services may contribute additional Stalls or cash to Voyager Borrower from time to time during the Voyager Availability Period.

EVgo Services will provide charge point operator services to Voyager Borrower in connection with the Project for the duration of the Credit Agreement.

Beginning on the last business day of the first full calendar quarter to occur after the Voyager Closing Date, Voyager Borrower will be required to make quarterly payments of principal and/or interest to the Lenders.

Loans under the Credit Agreement may, at the election of Voyager Borrower, be in the form of a SOFR Loan or an ABR Loan (each as defined in the Credit Agreement).

SOFR Loans bear interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus (i) 3.250 % for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 3.500 % for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter.

ABR Loans bear interest at a rate per annum equal to ABR (as defined in the Credit Agreement) plus (i) 2.250 % for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 2.500 % for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter .

Subject to certain conditions, including the existence of no events of default, Voyager Borrower may voluntarily prepay any or all of the principal outstanding under the Credit Agreement.

Additionally, upon the occurrence of certain mandatory prepayment events set forth in the Credit Agreement, Voyager Borrower may be required to prepay certain amounts outstanding under the Credit Agreement.

Voyager Borrower’s obligations to the Lenders under the Credit Agreement are required to be secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of Voyager Borrower and the equity interests of Voyager Borrower.

Voyager Borrower submitted its first request for a Borrowing of approximately $ 48.4 million on the Voyager Closing Date and received such Borrowing on July 24, 2025 (the “Initial Borrowing”).

As of September 30, 2025, the outstanding balance under the Loan was $ 59.4 million.

As of September 30, 2025, Voyager Borrower had $ 165.6 million of principal remaining available to borrow under the Commitments, subject to the satisfaction of customary conditions.

The weighted average interest rate on the outstanding amounts under the Credit Agreement as of September 30, 2025 was 7.25 % .

Note 9 — Equity

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LLC as sales agents, pursuant to which the Company may sell up to $ 200.0 million of shares of Class A common stock in “at the market” transactions at prevailing market prices (the “ATM Program”).

As of June 30, 2025, the Company had $ 183.5 million of remaining capacity under the ATM Program.

As of September 30, 2025, the Company had $ 183.5 million of remaining capacity under the ATM Program.

Note 10 — Commitments and Contingencies

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On July 20, 2020, EVgo entered into a contract with GM (as amended from time to time, the “GM Agreement”) to build fast charger stalls that EVgo will own and operate as part of the Company’s public network.

The GM Agreement has been amended several times, to among other things, expand the overall number of charger stalls to be installed from 2,750 to 2,850 , adjust charger stall installation targets, extend the completion deadline to June 30, 2028, provide for a payment of $ 7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and additional payments for changes to GM’s charger branding, and maintain a specified uptime percentage (described below) over the term of the agreement.

A certain portion of the charger stalls that EVgo is required to build are required to have additional specifications including increased stall count, hardware requirements, canopies and other features agreed between GM and EVgo (“Flagship Stalls”).

Pursuant to the GM Agreement, EVgo is 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, EVgo is required to install a total of 2,850 charger stalls by June 30, 2028, 79.3 % of which were required to be installed by June 30, 2025.

As of June 30, 2025, the Company had 42 stalls left to install in order to meet its quarterly charger-installation milestone.

The GM Agreement has been amended several times, to among other things, expand the overall number of charger stalls to be installed from 2,750 to 2,850 , adjust charger stall installation targets, extend the completion deadline to June 30, 2028, provide for a payment of $ 7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and additional payments for changes to GM’s charger branding, maintain a specified uptime percentage (described below) over the term of the agreement, and provide certain charging credits to GM EV customers.

A certain portion of the charger stalls that EVgo is required to build are required to have

additional specifications including increased stall count, hardware requirements, canopies and other features agreed between GM and EVgo (“Flagship Stalls”).

Pursuant to the GM Agreement, EVgo is required to meet certain quarterly milestones measured by the number of charger stalls completed, and GM is required to make certain payments based on charger stalls completed .

Under the GM Agreement, EVgo is required to install a total of 2,850 charger stalls by September 30, 2028, 80.4 % of which were required to be installed by September 30, 2025.

As of September 30, 2025, the Company had 26 stalls left to install in order to meet its quarterly charger-installation milestone.

The discrepancy came as a result of the Company’s transition to supplying Flagship Stalls and it expects to meet its cumulative charger-installation milestone by December 31, 2025.

The Company has shared its plan build expectations with GM and did not receive a deficiency notice within 30 days of June 30, 2025.

The Company has shared its plan build expectations with GM and GM has waived its right to provide a deficiency notice with respect to the quarterly charger-installation milestone ending September 30, 2025.

Meeting the quarterly milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commissioning or aspects of installation of the charger stalls the Company is obligated to develop.

EVgo is 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, EVgo is committed to providing GM EV customers with reservations and certain EVgo services at a discounted rate and branding on chargers.

The contract is accounted for under ASC 606, which includes performance obligations related to reservations, memberships, and branding.

The capital-build program is considered a set-up activity and not a performance obligation under ASC 606.

In addition to the capital-build program, EVgo is 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 EVgo fails to meet the quarterly charger stall-installation milestones or maintain the specified level of network availability.

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In the event EVgo fails to meet a charger stall-installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide EVgo with a 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.

As of June 30, 2025, the potential amount of liquidated damages is estimated to be $ 3.9 million.

It is possible that EVgo will not meet the charger stall-installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection, and delays associated with 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 landowners, and supply chain issues.

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In addition, the Company’s arrangements may include warranties that its services will substantially operate in accordance with the stated requirements.

Indemnification provisions are also included in arrangements under

which EVgo agrees to hold the indemnified party harmless with respect to third-party claims related to such matters as title to assets sold or licensed or certain intellectual property rights.

Indemnification provisions are also included in arrangements under which EVgo agrees to hold the indemnified party harmless with respect to third-party claims related to such matters as title to assets sold or licensed or certain intellectual property rights.

The Company also has indemnification obligations to other parties, including customers, lessors, and parties to other transactions with EVgo, with respect to certain matters.

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Purchase Commitments

As of June 30, 2025, EVgo had $ 61.6 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, of which $ 58.2 million were short-term in nature.

As of September 30, 2025, EVgo had $ 82.3 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, of which $ 78.9 million were short-term in nature.

In certain instances, EVgo is permitted to cancel, reschedule or adjust these orders.

As of September 30, 2025, EVgo had $ 15.7 million in other material commitments to third parties.

Note 11 — Fair Value Measurements

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The carrying values of certain accounts such as cash, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses are deemed to approximate their fair values due to their short-term nature.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of June 30, 2025 and December 31, 2024.

The estimated fair value of the Company's long-term debt was based on Level 3 inputs, which are comprised of interest rates currently available to the Company for the issuance of debt with similar terms and remaining maturities as a discount rate for the remaining principal payments.

As of June 30, 2025, the fair value of long-term debt was $ 98.1 million compared to the carrying value of $ 96.5 million, which excludes deferred debt issuance costs and includes paid-in-kind interest.

The long-term debt was valued using a discounted cash flow model.

Assumptions used in the valuation of the long-term debt were as follows as of June 30, 2025:

June 30, 2025

The fair value of the Credit Agreement also closely approximates carrying value due to the variable nature of the debt.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2025 and December 31, 2024.

The estimated fair value of the DOE Loan was based on Level 3 inputs, which are comprised of interest rates currently available to the Company for the issuance of debt with similar terms and remaining maturities as a discount rate for the remaining principal payments.

As of September 30, 2025, the fair value of the DOE Loan was $ 99.3 million compared to the carrying value of $ 97.9 million, which excludes deferred debt issuance costs and includes paid-in-kind interest.

The DOE Loan was valued using a discounted cash flow model.

Assumptions used in the valuation of the DOE Loan were as follows as of September 30, 2025:

September 30, 2025

Interest payment frequency

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The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the level within the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2025

September 30, 2025

December 31, 2024

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Assumptions used in the valuation of the earnout liability were as follows as of:

June 30, 2025

September 30, 2025

December 31, 2024

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The closing price of the Public Warrants was used as its fair value as of each relevant date .

As of June 30, 2025 and December 31, 2024, the Private Placement Warrants were valued using the Monte Carlo simulation methodology, which is considered a Level 3 fair value measurement.

As of September 30, 2025 and December 31, 2024, the Private Placement Warrants were valued using the Monte Carlo simulation methodology, which is considered a Level 3 fair value measurement.

Assumptions used in the valuation of the Private Placement Warrant liability using the Monte Carlo method simulation methodology are as follows:

June 30, 2025

September 30, 2025

December 31, 2024

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Change in fair value of liability

Fair value as of June 30, 2025

Fair value as of September 30, 2025

Note 12 — Income Taxes

The provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted through the Company’s ownership in EVgo OpCo.

All income (loss) before income taxes is generated in the U.S.

All income (loss) before income taxes is primarily generated in the U.S.

The Company’s provision for income taxes reflects the impact of a full valuation allowance on its deferred tax assets and a significant portion of income (loss) being allocated to a nontaxable partnership.

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Management considers all available material evidence, both positive and negative, in assessing the appropriateness of a valuation allowance for the Company’s deferred tax assets, including the generation of future taxable income, the timing of the reversal of deferred tax liabilities and other available material evidence.

After consideration of all available evidence, management believes that significant uncertainty exists with respect to the future realization of the Company’s deferred tax assets and has therefore established a full valuation allowance against its net deferred tax assets as of June 30, 2025 and December 31, 2024.

The Company files income tax returns in the U.S.

federal, state and local jurisdictions and is subject to examination by the various taxing authorities for all periods since its inception due to its tax loss carryforwards.

As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties.

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law and offers tax incentives targeting energy transition and renewables.

The alternative fuel refueling property credit under Section 30C of the Internal Revenue Code, which includes EV charging stations (the “30C Credit”), was reinstated in 2022 and extended to apply to any property placed in service beginning January 1, 2023.

On July 4, 2025, H.B.

1, 119 th Congress (2025), also referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

1, 119 th Congress (2025), also referred to as the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

In particular, OBBBA will lead to a 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 service after June 30, 2026.

In particular, OBBBA will lead to a 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 service after June 30, 2026.

EVgo does not expect OBBBA to have a material impact on its condensed consolidated financial statements due to the full valuation allowance currently being maintained.

During the three and nine months ended September 30, 2025, the Company transferred EVgo OpCo’s 2024 30C Credits for proceeds, net of transaction costs, of $ 14.8 million.

The net proceeds attributable to the non-controlling interest of $ 9.6 million were contributed to EVgo OpCo.

During the three and nine months ended September 30, 2024, the Company transferred EVgo OpCo’s 2023 30C Credits for proceeds, net of transaction costs, of $ 9.0 million.

The net proceeds attributable to the non-controlling interest of $ 6.6 million were contributed to EVgo OpCo.

The Company recognized the income tax benefits related to the transfer of the 2023 30C Credits during the three months ended December 31, 2024 once the substantive indemnification risks expired.

Note 13 — Tax Receivable Agreement Liability

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If the liability is considered probable and estimable and is established for the first time as part of a reversal of a valuation allowance against deferred tax assets, the initial liability is accrued through non-operating income (loss).

As of June 30, 2025, the Company does not expect any cash tax benefit from the tax attributes produced by the redemption and therefore no amounts have been accrued as the liability is not deemed probable.

The unrecorded tax liability related to the redemption is estimated at $ 33.8 million as of June 30, 2025.

As of September 30, 2025, the Company does not expect any cash tax benefit from the tax attributes produced by the redemption and therefore no amounts have been accrued as the liability is not deemed probable.

The unrecorded tax liability related to the redemption is estimated at $ 33.8 million as of September 30, 2025.

Note 14 — Share-Based Compensation

The following table sets forth the Company’s total share-based compensation expense included in the Company’s condensed consolidated statements of operations:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

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2021 Long Term Incentive Plan

On July 1, 2021, concurrent with the closing of the CRIS Business Combination, the 2021 Long Term Incentive Plan (the “2021 Incentive Plan”), which had been previously approved by stockholders and the Board of Directors, became effective.

The Company’s 2021 Long Term Incentive Plan (the “2021 Incentive Plan”) became effective on July 1, 2021.

The 2021 Incentive Plan reserved 33,918,000 shares of the Company’s Class A common stock for issuance to employees, non-employee directors and other service providers pursuant to equity awards granted under the 2021 Incentive Plan.

On May 15, 2025, the Company’s stockholders approved an amendment to the 2021 Incentive Plan to

reserve an additional 25,000,000 shares of the Company’s Class A common stock.

As of June 30, 2025, there were 26,739,853 shares of Class A common stock available for grant.

On May 15, 2025, the Company’s stockholders approved an amendment to the 2021 Incentive Plan to reserve an additional 25,000,000 shares of the Company’s Class A common stock.

As of September 30, 2025, there were 25,965,218 shares of Class A common stock available for grant.

The nonvested performance-based restricted stock units (“PSUs”) previously issued under the 2021 Incentive Plan are subject to under- and over-achievement thresholds.

The number of shares remaining available for grant as disclosed in this paragraph was determined based on the number of PSUs whose vesting conditions were considered probable of achievement as of June 30, 2025.

Unless earlier terminated by action of the Company’s Board of Directors, the 2021 Incentive Plan will terminate on March 26, 2031 .

The 2021 Incentive Plan will terminate on March 26, 2031 , unless terminated earlier by action of the Company’s Board of Directors.

Stock Options

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Outstanding as of December 31, 2024

Outstanding and expected to vest as of June 30, 2025

Exercisable as of June 30, 2025

As of June 30, 2025, the Company’s unrecognized share-based compensation expense related to stock options was $ 0.1 million, which is expected to be recognized over a weighted average period of 0.8 years.

No stock options were granted or exercised during the three and six months ended June 30, 2025.

Outstanding and expected to vest as of September 30, 2025

Exercisable as of September 30, 2025

As of September 30, 2025, the Company’s unrecognized share-based compensation expense related to stock options was $ 0.1 million, which is expected to be recognized over a weighted average period of 0.7 years.

No stock options were granted or exercised during the three and nine months ended September 30, 2025.

Restricted Stock Units

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Nonvested as of December 31, 2024

Nonvested and outstanding as of June 30, 2025

The total fair value of RSUs vested during the three and six months ended June 30, 2025 were $ 0.6 million and $ 16.5 million, respectively.

As of June 30, 2025, the Company’s unrecognized share-based compensation expense related to unvested RSUs was $ 28.5 million, which is expected to be recognized over a weighted average period of 1.5 years.

Nonvested and outstanding as of September 30, 2025

The total fair value of RSUs vested during the three and nine months ended September 30, 2025 were $ 2.2 million and $ 18.6 million, respectively.

As of September 30, 2025, the Company’s unrecognized share-based compensation expense related to unvested RSUs was $ 24.4 million, which is expected to be recognized over a weighted average period of 1.4 years.

Market-Based Awards

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Nonvested as of December 31, 2024

Nonvested as of June 30, 2025

Expected to vest as of June 30, 2025

No MSUs vested during the three months ended June 30, 2025.

The total fair value of MSUs that vested during the six months ended June 30, 2025 was $ 0.1 million .

As of June 30, 2025, the Company’s unrecognized share-based compensation expense related to unvested MSUs was $ 1.2 million, which is expected to be recognized over a weighted average period of 1.5 years.

Nonvested as of September 30, 2025

Expected to vest as of September 30, 2025

The total fair value of MSUs that vested during three and nine months ended September 30, 2025 was $ 0.1 million .

As of September 30, 2025, the Company’s unrecognized share-based compensation expense related to unvested MSUs was $ 0.9 million, which is expected to be recognized over a weighted average period of 1.4 years.

The grant date fair value for the MSUs was estimated using a Monte Carlo simulation that incorporates option-pricing inputs covering the period.

The following assumptions were used for the MSU grants issued during the six months ended June 30, 2025 .

The following assumptions were used for the MSU grants issued during the nine months ended September 30, 2025 :

Risk-free interest rate

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Nonvested as of December 31, 2024

Nonvested as of June 30, 2025

Expected to vest as of June 30, 2025

There were no PSUs that vested during the three and six months ended June 30, 2025 .

As of June 30, 2025, the Company’s unrecognized share-based compensation expense related to unvested PSUs was $ 6.7 million, which is expected to be recognized over a weighted average period of 2.3 years.

Nonvested as of September 30, 2025

Expected to vest as of September 30, 2025

There were no PSUs that vested during the three and nine months ended September 30, 2025 .

As of September 30, 2025, the Company’s unrecognized share-based compensation expense related to unvested PSUs was $ 3.8 million, which is expected to be recognized over a weighted average period of 1.9 years.

The grant date fair value for PSUs was calculated based on the closing price of the Company’s Class A common stock on the grant date .

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Nonvested as of December 31, 2024

Nonvested as of June 30, 2025

Nonvested as of September 30, 2025

The time vesting Incentive Units (“Time Vesting Incentive Units”) were fully vested in January 2025.

The total grant-date fair value of the Time Vesting Incentive Units that vested during the six months ended June 30, 2025 was $ 0.4 million.

As of June 30, 2025, the Company has recognized all share-based compensation expense related to Time Vesting Incentive Units.

As of June 30, 2025, unrecognized share-based compensation expense related to unvested sale vesting Incentive Units (“Sale Vesting Incentive Units”) was $ 1.1 million, which is contingent upon the occurrence of a sale event.

The total grant-date fair value of the Time Vesting Incentive Units that vested during the nine months ended September 30, 2025 was $ 0.4 million.

As of September 30, 2025, the Company has recognized all share-based compensation expense related to Time Vesting Incentive Units.

As of September 30, 2025, unrecognized share-based compensation expense related to unvested sale vesting Incentive Units (“Sale Vesting Incentive Units”) was $ 1.1 million, which is contingent upon the occurrence of a sale event.

Note 15 — Net Loss Per Share

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The following table sets forth the computation of basic and diluted net income loss per share:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except per share data)

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For the periods in which EPS is presented, the Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Class A common stockholders since their impact would have been antidilutive:

Three and Six Months Ended June 30,

Three and Nine Months Ended September 30,

(in thousands)

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Stock options

Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted EPS since the volume-weighted average price of the share did not equal or exceed at least $ 15.00 as of June 30, 2025 and 2024.

There were 1.0 million and 0.9 million MSUs that were excluded from the computation of diluted EPS as their market vesting conditions had not yet been met as of June 30, 2025 and 2024.

There were 1.5 million PSUs that were excluded from the computation of diluted EPS as their performance conditions would not have been met as of June 30, 2025 .

There were 1.0 million and 0.9 million MSUs that were excluded from the computation of diluted EPS as their market vesting conditions had not yet been met as of September 30, 2025 and 2024, respectively.

There were 1.9 million and 1.3 million PSUs that were excluded from the computation of diluted EPS as their performance conditions had not yet been met as of September 30, 2025 and 2024, respectively .

Note 16 — Redeemable Noncontrolling Interest

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LLC, Morgan Stanley & Co.

LLC and Evercore Group L.L.C., as representatives of several underwriters, and EVgo Holdings, as selling stockholder, relating to an underwritten public offering (the

“Secondary Offering”) of 23,000,000 shares of Class A common stock at a public offering price of $ 5.00 per share, pursuant to which, all 23,000,000 shares of Class A common stock were sold by EVgo Holdings.

LLC and Evercore Group L.L.C., as representatives of several underwriters, and EVgo Holdings, as selling stockholder, relating to an underwritten public offering (the “Secondary Offering”) of 23,000,000 shares of Class A common stock at a public offering price of $ 5.00 per share, pursuant to which, all 23,000,000 shares of Class A common stock were sold by EVgo Holdings.

The number of shares of Class A common stock issued pursuant to the Secondary Offering equaled the number of shares of Class A common stock issued to EVgo Holdings, pursuant to the redemption of their EVgo OpCo Units and shares of Class B common stock.

The Secondary Offering closed on December 18, 2024.

As of June 30, 2025 and December 31, 2024, EVgo Holdings held 172,800,000 EVgo OpCo Units in EVgo OpCo (reflecting the exclusion of 718,750 shares of Class A common stock held by other entities that were subject to possible forfeiture) and the same number of shares of Class B common stock, representing a 56.4 % and 56.9 % interest, respectively, in the Company.

As of September 30, 2025 and December 31, 2024, EVgo Holdings held 172,800,000 EVgo OpCo Units in EVgo OpCo (reflecting the exclusion of 718,750 shares of Class A common stock held by other entities that were subject to possible forfeiture) and the same number of shares of Class B common stock, representing a 56.3 % and 56.9 % interest, respectively, in the Company.

EVgo Holdings is entitled to one vote per share of Class B common stock but is not entitled to receive dividends or any assets upon liquidation, dissolution, distribution or winding-up of the Company.

Each EVgo OpCo Unit is redeemable, together with one share of Class B common stock, for either one share of Class A common stock or, at EVgo OpCo’s election, the cash equivalent market value of one share of Class A common stock in accordance with the terms of the EVgo OpCo A&R LLC Agreement (see Note 9).

The following is a reconciliation of changes in the redeemable noncontrolling interest:

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Balance as of December 31, 2024

Contributions from noncontrolling interest

Equity-based compensation attributable to redeemable noncontrolling interest

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Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end

Balance as of June 30, 2025

Note 17 – Subsequent Events

Credit Agreement

On July 23, 2025 (the “Voyager Closing Date”), EVgo Voyager Borrower LLC (the “Voyager Borrower”), a subsidiary of the Company, entered into a credit agreement (as it may be amended from time to time, the “Credit Agreement”) with Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent and the lenders (the “Lenders”) and other parties thereto from time to time.

The Borrower may borrow a loan (each, a “Loan”) on a monthly basis under the Credit Agreement (each, a “Borrowing”) at any time beginning on the Closing Date and ending on the earliest of (i) the third anniversary of the Closing Date, (ii) the date on which Loans have been made in an amount greater than or equal to 95 % of the original aggregate amount of the Commitments as of the Closing Date, and (iii) the date the Commitments are otherwise terminated under the Credit Agreement (the “Voyager Availability Period”).

Borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including contribution to Voyager Borrower by EVgo Services of the electric vehicle fast charging stalls (the “Stalls”) to which the applicable Borrowing relates, delivery of a Borrowing notice and the ongoing accuracy of certain representations and warranties.

Voyager Borrower submitted its first request for a Borrowing of approximately $ 48.4 million on the Closing Date and received such Borrowing on July 24, 2025 (the “Initial Borrowing”).

Under the terms of the Credit Agreement, EVgo Services may contribute additional Stalls or

cash to Voyager Borrower from time to time during the Voyager Availability Period.

EVgo Services will provide charge point operator services to Voyager Borrower in connection with the Project for the duration of the Credit Agreement.

Loans under the Credit Agreement may, at the election of Voyager Borrower, be in the form of a SOFR Loan or an ABR Loan (each as defined in the Credit Agreement).

SOFR Loans bear interest a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus (i) 3.250 % for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 3.500 % for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter.

Subject to certain conditions, including the existence of no events of default, Voyager Borrower may voluntarily prepay any or all of the principal outstanding under the Credit Agreement.

30C Tax Credits

In August 2025, the Company transferred EVgo OpCo’s 2024 30C income tax credits for gross cash proceeds of approximately $ 17.4 million.

Balance as of September 30, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements