What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-10 compared with 2025-08-05 · 155 added, 146 removed, 494 unchanged (38% of the section changed)

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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 June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024 included elsewhere in this Quarterly Report and the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2024 and 2023 contained in the Annual Report.

The discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024 included elsewhere in this Quarterly Report and the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2024 and 2023 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.

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Commercial Site Hosts include retail and grocery stores, offices, medical complexes, airports and convenience stores.

Our offerings are well aligned with the goals of Site Hosts, as many commercial businesses increasingly view charging capabilities as essential to attracting tenants, employees, customers and visitors, and achieving sustainability goals.

Our offerings are well aligned with the goals of Site Hosts, as many commercial businesses view charging capabilities as essential to attracting tenants, employees, customers and visitors, and achieving sustainability goals.

Site Hosts are generally able to obtain these benefits at no cost when partnering with us through our owner and/or operator model, in which we are responsible for the development, construction, and operation of chargers located on Site Hosts’ properties.

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● Charging Revenue, Commercial :

High volume fleet customers, such as transportation networking companies or delivery services and rideshares, can access our charging infrastructure through our vast public network.

High volume fleet customers, such as transportation networking companies or delivery services and rideshare, can access our charging infrastructure through our vast public network.

Pricing for charging services is most often negotiated directly with the fleet owner based on the business needs and usage patterns of the fleet.

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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 based on the charging activity of subscriber members at each measurement period.

For memberships and reservations, revenue is recognized over time and measured over the period on a straightline 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.

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We also offer a variety of software-driven digital, development and operations services to customers.

These offerings currently include customization of digital applications, charging data integration, loyalty programs, access to chargers behind parking lot or garage pay gates, microtargeted advertising and charging reservations as well as all services provided under PlugShare such as data, research and advertising services.

These offerings currently include customization of digital applications, charging data integration, access to chargers behind parking lot or garage pay gates, microtargeted advertising and charging reservations as well as all services provided under PlugShare such as data, research and advertising services.

Key Components of Results of Operations

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We expect our general and administrative expenses to increase in absolute dollars as we continue to grow our business.

We also expect to continue to incur additional expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and the DOE Loan, general insurance and directors’ and officers’ insurance, investor relations and other professional services.

We also expect to continue to incur additional expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and debt agreements, general insurance and directors’ and officers’ insurance, investor relations and other professional services.

Depreciation, Amortization and Accretion.

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The following table presents network throughput and the number of DC Stalls on the EVgo Public Network:

Network throughput on the EVgo Public Network (GWh) for the three months ended 1

Network throughput on the EVgo Public Network (GWh) for the six months ended 1,2

September 30,

Network throughput (GWh) on the EVgo Public Network for the three months ended 1

Network throughput (GWh) on the EVgo Public Network for the nine months ended 1,2

Number of DC Stalls on the EVgo Public Network (in thousands) as of 1

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The current administration has initiated, and may continue to initiate, a series of new policies, including but not limited to tariffs and global trade initiatives, tax laws and environmental policies, 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 conflicts in Ukraine and the Middle East, which have led to disruptions, instability and volatility in global

markets and industries and will likely continue to lead to geopolitical instability, market uncertainty and supply disruptions.

Additionally, uncertainties in trade policy, including the implementation of tariffs and the resulting creating or expansion of potential trade wars between countries in which we source our components, and 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.

During the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors, such as the conflict in Ukraine and tensions in the Middle East, which have led to disruptions, instability and volatility in

global markets and industries and will likely continue to lead to geopolitical instability, market uncertainty and supply disruptions.

Additionally, uncertainties in trade policy, including the implementation of tariffs and the resulting creation or expansion of potential trade wars between countries in which we source our components, and 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.

We continue to analyze the impact that existing tariffs have on our business and actions we can take to minimize their impact, while also monitoring for any changes to such tariffs or implementation of potential new tariffs.

We remain vigilant of factors that may have the effect 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, Iran, Israel and the broader Middle East region, rates of inflation, instability in the financial services sector, supply-chain disruptions, governmental implementation of tariffs or 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.

The current economic environment remains uncertain, and the extent to which our operating and financial results for future periods will be impacted by the conflict in Ukraine and tensions in the Middle East region, rates of inflation, instability in the financial services sector, supply-chain disruptions, governmental implementation of tariffs or 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.

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The OBBBA, signed into law on July 4, 2025, makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

We are currently do not expect the OBBBA to have a material impact on our condensed consolidated financial statements.

We currently do not expect the OBBBA to have a material impact on our condensed consolidated financial statements.

Government EV Initiatives

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However, tax incentives may expire, grant programs will end when the allocated funding from the IIJA or other funding sources are exhausted or may be impacted as a matter of potential change in regulatory or legislative policy.

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 led 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 addition to state and federal incentives, utilities offer rebates or other incentive programs, typically called “make-ready” programs, to incentivize the development of EV charging infrastructure.

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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, 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, has recently approved the SAE J3400 industry standard (also known as NACS) for production.

For example, SAE International, a standards-developing organization for automotive engineering professionals, recently approved the SAE J3400 industry standard (also known as NACS) for production.

We began adding NACS connectors to our fast-charging network in early 2025 and intend to continue this effort;

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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 .

Results of Operations for the Three Months Ended June 30, 2025 and 2024

Results of Operations for the Three Months Ended September 30, 2025 and 2024

The table below presents our results of operations:

Three Months Ended June 30,

Three Months Ended September 30,

(in thousands)

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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

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Previously reported amounts have been updated to conform to the current period presentation.

Total revenue for the three months ended June 30, 2025 increased $31.4 million, or 47%, to $98.0 million compared to $66.6 million for the three months ended June 30, 2024.

As further discussed below, the increase in revenue was primarily due to a $10.4 million increase in retail charging revenue, a $9.7 million increase in eXtend revenue, and a $5.4 million increase in ancillary revenue, and a $4.3 million increase in OEM charging revenue.

Total revenue for the three months ended September 30, 2025 increased $24.8 million, or 37%, to $92.3 million compared to $67.5 million for the three months ended September 30, 2024.

As further discussed below, the increase in revenue was primarily due to a $10.0 million increase in eXtend revenue, an $8.6 million increase in retail charging revenue, a $2.1 million increase in OEM charging revenue, and a $1.5 million increase in commercial charging revenue.

Charging Revenue, Retail.

Charging revenue, retail, for the three months ended June 30, 2025 increased $10.4 million, or 47%, to $32.8 million compared to $22.3 million for the three months ended June 30, 2024.

Period-over-period growth was primarily due to increases in pricing and an overall increase in throughput volume from a greater number of customers .

Charging revenue, retail, for the three months ended September 30, 2025 increased $8.6 million, or 32%, to $35.3 million compared to $26.7 million for the three months ended September 30, 2024.

Period-over-period growth was primarily due to an overall increase in throughput volume from a greater number of customers and, to a lesser extent, increases in pricing .

Charging Revenue, Commercial.

Charging revenue, commercial, for the three months ended June 30, 2025 increased $2.4 million, or 39%, to $8.6 million compared to $6.2 million for the three months ended June 30, 2024.

Period-over-period growth was primarily due to higher charging volumes from a greater number of public fleet customers, more throughput per customer and increases in pricing.

Charging revenue, commercial, for the three months ended September 30, 2025 increased $1.5 million, or 20%, to $9.1 million compared to $7.6 million for the three months ended September 30, 2024.

Period-over-period growth was primarily due to higher charging volumes from a greater number of public fleet customers and, to a lesser extent, more throughput per customer and increases in pricing .

Charging Revenue, OEM.

Charging revenue, OEM, for the three months ended June 30, 2025 increased $4.3 million, or 117%, to $7.9 million compared to $3.6 million for the three months ended June 30, 2024.

Period-over-period growth was primarily due to a greater number of customer enrollments from our OEM partners.

Charging revenue, OEM, for the three months ended September 30, 2025 increased $2.1 million, or 49%, to $6.4 million compared to $4.3 million for the three months ended September 30, 2024.

Period-over-period growth was primarily due to a greater number of customer enrollments from our OEM partners and, to a lesser extent, more throughput per customer.

Regulatory Credit Sales.

Regulatory credit sales for the three months ended June 30, 2025 increased $0.7 million, or 40%, to $2.5 million compared to $1.7 million for the three months ended June 30, 2024 due to increased throughput resulting in additional credit generation.

Regulatory credit sales for the three months ended September 30, 2025 increased $0.6 million, or 26%, to $2.8 million compared to $2.2 million for the three months ended September 30, 2024 due to increased throughput resulting in additional credit generation.

Network Revenue, OEM.

Network revenue, OEM, for the three months ended June 30, 2025 decreased $1.5 million, or 93%, to $0.1 million compared to $1.6 million for the three months ended June 30, 2024.

The period-over-period decrease was primarily due to decreased breakage realized during the three months ended June 30, 2025 related to an OEM program that ended during the three months ended June 30, 2025.

Network revenue, OEM, for the three months ended September 30, 2025 increased $1.0 million, or 76%, to $2.2 million compared to $1.3 million for the three months ended September 30, 2024.

The period-over-period increase was primarily due to increased breakage realized during the three months ended September 30, 2025 related to more expired credits during the three months ended September 30, 2025 as compared to the same prior-year period.

eXtend Revenue.

eXtend revenue for the three months ended June 30, 2025 increased $9.7 million, or 35%, to $37.4 million compared to $27.7 million for the three months ended June 30, 2024.

The increase was primarily due to a $9.9 million increase in equipment sales and a $0.6 million in consulting revenue, partially offset by $1.4 million in lower construction projects in process or completed in the current period compared to the same prior-year period.

eXtend revenue for the three months ended September 30, 2025 increased $10.0 million, or 46%, to $31.9 million compared to $21.9 million for the three months ended September 30, 2024.

The increase was primarily due to a $6.1 million increase due to construction projects in process or completed, a $2.6 million increase due to hardware revenue, and a $0.5 million increase in both operating and maintenance revenue and consulting revenue.

Ancillary Revenue.

Ancillary revenue for the three months ended June 30, 2025 increased $5.4 million, or 157%, to $8.8 million compared to $3.4 million for the three months ended June 30, 2024.

The increase was primarily due to $5.3 million of revenue recognized from a sales-type lease arrangement with a dedicated fleet customer during the three months ended June 30, 2025 combined with a $0.7 million increase in other revenue for dedicated fleet customers, partially offset by a $0.3 million decrease in research revenue and a $0.2 million decrease in licensing revenue compared to the same prior-year period .

Ancillary revenue for the three months ended September 30, 2025 increased $1.0 million, or 27%, to $4.6 million compared to $3.6 million for the three months ended September 30, 2024.

The increase was primarily due to a $1.2 million increase in revenue related to dedicated fleets and a $0.6 million increase in equipment sales, partially offset by a $0.3 million decrease in licensing revenue.

Cost of Sales

Charging Network.

Charging network cost of sales for the three months ended June 30, 2025 increased $9.5 million, or 41%, to $32.5 million compared to $23.1 million for the three months ended June 30, 2024.

The increase in charging network cost was primarily due to a $5.9 million increase in energy costs resulting from increased throughput, a $2.2 million increase in maintenance costs, and a $0.9 million increase in fixed site-related costs due to the growth of our charging network.

Other cost of sales for the three months ended June 30, 2025 increased $11.2 million, or 43%, to $37.2 million compared to $26.0 million for the three months ended June 30, 2024.

The increase in other cost of sales was primarily due to an $8.4 million increase to support our eXtend revenue and a $2.8 million in costs for a sales-type lease arrangement with a dedicated fleet customer, which were partially offset by a $0.3 million decrease in costs related to ancillary construction revenue .

Charging network cost of sales for the three months ended September 30, 2025 increased $8.5 million, or 31%, to $36.1 million compared to $27.7 million for the three months ended September 30, 2024.

The increase in charging network cost was primarily due to a $4.3 million increase in energy costs, driven primarily by higher throughput and a $4.2 million increase in non-energy costs resulting primarily from increased maintenance activities, rent expense and other costs due to the growth of our network .

Other cost of sales for the three months ended September 30, 2025 increased $7.7 million, or 35%, to $29.7 million compared to $22.0 million for the three months ended September 30, 2024.

The increase in other cost of sales was primarily due to a $7.3 million increase to support our eXtend revenue and a $0.6 million increase in costs related to equipment sales, partially offset by a $0.3 million decrease in costs related to ancillary construction revenue .

Depreciation, Net of Capital-Build Amortization.

Depreciation, net of capital-build amortization, for the three months ended June 30, 2025 increased $3.2 million, or 29%, to $14.3 million compared to $11.1 million for the three months ended June 30, 2024 due to the growth of our charging network.

Depreciation, net of capital-build amortization, for the three months ended September 30, 2025 increased $2.4 million, or 21%, to $13.9 million compared to $11.5 million for the three months ended September 30, 2024 due to the growth of our charging network.

Gross Profit and Gross Margin

Gross profit for the three months ended June 30, 2025 increased $7.5 million to $13.9 million, compared to $6.4 million for the three months ended June 30, 2024.

Gross margin for the three months ended June 30, 2025 and 2024 was 14.2% and 9.6%, respectively.

Gross profit for the three months ended September 30, 2025 increased $6.2 million to $12.6 million, compared to $6.4 million for the three months ended September 30, 2024.

Gross margin for the three months ended September 30, 2025 and 2024 was 13.6% and 9.4%, respectively.

Operating Expenses

General and Administrative Expenses.

General and administrative expenses for the three months ended June 30, 2025 increased $6.8 million, or 20%, to $40.6 million compared to $33.8 million for the three months ended June 30, 2024.

The increase was primarily driven by a $4.3 million increase in payroll costs due to the increase in headcount, a $2.0 million increase in impairment expense, and a $0.9 million increase in software costs .

General and administrative expenses for the three months ended September 30, 2025 increased $10.3 million, or 31%, to $43.4 million compared to $33.1 million for the three months ended September 30, 2024.

The increase was primarily driven by a $4.3 million increase in payroll costs due to an increase in headcount, a $2.2 million increase in impairment expense, and a $1.5 million increase in loss on disposal of property and equipment, net of insurance recoveries, compared to the same prior-year period.

Depreciation, Amortization and Accretion.

Depreciation, amortization and accretion expenses for the three months ended June 30, 2025 decreased $0.8 million, or 17%, to $4.1 million compared to $5.0 million for the three months ended June 30, 2024.

Depreciation, amortization and accretion expenses for the three months ended September 30, 2025 decreased $1.8 million, or 36%, to $3.2 million compared to $5.0 million for the three months ended September 30, 2024.

The decrease was primarily due to $ 1.3 million in decreased amortization related to intangible assets and a $0.5 million decrease in amortization related to software .

Operating Loss and Operating Margin

During the three months ended June 30, 2025, we had an operating loss of $30.8 million, an improvement of $1.6 million, or 5%, compared to $32.4 million for the three months ended June 30, 2024.

Operating margin for the three months ended June 30, 2025 was negative 31.4% compared to negative 48.6% for the three months ended June 30, 2024 primarily due to improved gross margin and improved leveraging of operating expenses.

During the three months ended September 30, 2025, we had an operating loss of $34.1 million, an increase of $2.3 million, or 7%, compared to $31.8 million for the three months ended September 30, 2024.

Operating margin for the three months ended September 30, 2025 was negative 36.9% compared to negative 47.1% for the three months ended September 30, 2024 primarily due to improved gross margin and improved leveraging of operating expenses.

Interest Expense

Interest expense for the three months ended June 30, 2025 was $0.9 million, due to $1.4 million in paid-in-kind interest and $0.3 million from the amortization of deferred debt issuance costs related to our DOE Loan entered into in December 2024, partially offset by capitalized interest of $ 0.8 million.

There was no interest expense incurred during the three months ended June 30, 2024 .

Interest expense for the three months ended September 30, 2025 was $1.9 million, due to $2.3 million in interest expense and $0.6 million from the amortization of deferred debt issuance costs, partially offset by capitalized interest of $1.0 million.

There was no interest expense incurred during the three months ended September 30, 2024 as the Company had no long-term debt outstanding prior to 2025 .

Interest Income

Interest income for the three months ended June 30, 2025 decreased $0.3 million, or 17%, to $1.7 million compared to $2.1 million for the three months ended June 30, 2024.

The decrease was primarily due to the decreased cash held by us and lower interest rates during the three months ended June 30, 2025 compared to the same prior-year period.

Other Income (Expense), Net

Other income (expense), net, for the three months ended June 30, 2025 and 2024 was de minimis.

Interest income was $1.8 million for the three months ended September 30, 2025 and 2024.

Other Expense, Net

Other expense, net, for the three months ended September 30, 2025 and 2024 was de minimis.

Changes in Fair Values of Warrant and Earnout Liabilities

For the three months ended June 30, 2025, there was a $0.2 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $0.8 million gain for the three months ended June 30 2024.

The change between periods was primarily due to a smaller decrease in the fair value of the warrant and earnout liabilities during the three months ended June 30, 2025 compared to the same prior year period.

For the three months ended September 30, 2025, there was a $0.6 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $3.3 million loss for the three months ended September 30, 2024.

The change between periods was primarily due to a decrease in the fair value of the warrant liabilities during the three months ended September 30, 2025 compared to an increase in the same prior year period.

See “ Part I, Item 1:

Financial Statements – Note 11 – Fair Value Measurements ” for more information.

For the three months ended June 30, 2025 and 2024, our income taxes and effective tax rates were de minimis.

As of June 30, 2025 and 2024, we maintained a full valuation allowance on our net deferred tax assets.

Income Tax Benefit (Expense), Net

For the three months ended September 30, 2025, our income tax benefit was $5.2 million compared to a de minimis income tax expense amount for the three months ended September 30, 2024.

The income tax benefit for the three months ended September 30, 2025 was due to the benefit realized from the net proceeds received from the transfer of EVgo OpCo’s 2024 30C tax income credits.

As of September 30, 2025 and 2024, we maintained a full valuation allowance on our net deferred tax assets.

Net Loss Attributable to Class A Common Stockholders

Net loss attributable to Class A common stockholders for the three months ended June 30, 2025 was $13.0 million, compared to $10.4 million for the three months ended June 30 2024.

The increase was primarily driven by a $2.4 million decrease in net loss attributable to redeemable noncontrolling interest as a result of their decreased ownership percentage impacted by the redemption of OpCo Units, which occurred in December 2024 and a $1.8 million decrease in other income, net, partially offset by the $1.6 million improvement in our operating loss compared to the same prior-year period .

Results of Operations for the Six Months Ended June 30, 2025 and 2024

Net loss attributable to Class A common stockholders for the three months ended September 30, 2025 was $12.4 million, compared to $11.7 million for the three months ended September 30 2024.

The increase was primarily driven by a $ 5.6 million decrease in net loss attributable to redeemable noncontrolling interest as a result of their decreased ownership percentage impacted by the redemption of OpCo Units, which occurred in December 2024, and the increased operating loss, partially offset by a $5.2 million increase in income tax benefit (expense) compared to the same prior-year period.

Results of Operations for the Nine Months Ended September 30, 2025 and 2024

The table below presents our results of operations:

Six Months Ended June 30,

Nine Months Ended September 30,

(dollars in thousands)

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Total other income, net

Loss before income tax expense

Income tax expense

Loss before income tax benefit (expense)

Income tax benefit (expense)

net loss attributable to redeemable noncontrolling interest

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Previously reported amounts have been updated to conform to the current period presentation.

Total revenue for the six months ended June 30, 2025 increased $51.5 million, or 42%, to $173.3 million compared to $121.8 million for the six months ended June 30, 2024.

As further discussed below, the increase in revenue was primarily due to a $22.1 million increase in retail charging revenue, a $14.1 million increase in eXtend revenue, a $ 6.8 million increase in OEM charging revenue, a $5.7 million increase in ancillary revenue, and a $5.1 million increase in commercial charging revenue.

Total revenue for the nine months ended September 30, 2025 increased $76.3 million, or 40%, to $265.6 million compared to $189.3 million for the nine months ended September 30, 2024.

As further discussed below, the increase in revenue was primarily due to a $30.8 million increase in retail charging revenue, a $24.1 million increase in eXtend revenue, an $8.9 million increase in OEM charging revenue, a $6.7 million increase in ancillary revenue, and a $6.6 million increase in commercial charging revenue.

Charging Revenue, Retail.

Charging revenue, retail, for the six months ended June 30, 2025 increased $22.1 million, or 54%, to $62.8 million compared to $40.7 million for the six months ended June 30, 2024.

Period-over-period growth was primarily due to an overall increase in throughput volume from a greater number of customers and more throughput per customer.

Charging revenue, retail, for the nine months ended September 30, 2025 increased $30.8 million, or 46%, to $98.1 million compared to $67.3 million for the nine months ended September 30, 2024.

Period-over-period growth was primarily due to an overall increase in throughput volume from a greater number of customers and , to a lesser extent, increases in pricing .

Charging Revenue, Commercial.

Charging revenue, commercial, for the six months ended June 30, 2025 increased $5.1 million, or 45%, to $16.4 million compared to $11.3 million for the six months ended June 30, 2024.

Period-over-period growth was primarily due to higher charging volumes from a greater number of public fleet customers and more throughput per customer.

Charging revenue, commercial, for the nine months ended September 30, 2025 increased $6.6 million, or 35%, to $25.4 million compared to $18.9 million for the nine months ended September 30, 2024.

Period-over-period growth was primarily due to higher charging volumes from a greater number of public fleet customers and, to a lesser extent, more throughput per customer.

Charging Revenue, OEM.

Charging revenue, OEM, for the six months ended June 30, 2025 increased $6.8 million, or 107%, to $13.2 million compared to $6.4 million for the six months ended June 30, 2024.

Period-over-period growth was primarily due to a greater number of customer enrollments from our OEM partners and higher throughput per customer.

Charging revenue, OEM, for the nine months ended September 30, 2025 increased $8.9 million, or 83%, to $19.6 million compared to $10.7 million for the nine months ended September 30, 2024.

Period-over-period growth was primarily due to a greater number of customer enrollments from our OEM partners and, to a lesser extent, higher throughput per customer.

Regulatory Credit Sales.

Regulatory credit sales for the six months ended June 30, 2025 increased $1.5 million, or 38%, to $5.2 million compared to $3.8 million for the six months ended June 30, 2024 due to increased throughput resulting in additional credit generation.

Regulatory credit sales for the nine months ended September 30, 2025 increased $2.0 million, or 34%, to $8.0 million compared to $6.0 million for the nine months ended September 30, 2024 due to increased throughput resulting in additional credit generation.

Network Revenue, OEM.

Network revenue, OEM, for the six months ended June 30, 2025 decreased $3.7 million, or 73%, to $1.4 million compared to $5.1 million for the six months ended June 30, 2024.

The period-over-period decrease was primarily due to decreased breakage realized during the six months ended June 30, 2025 related to an OEM program that ended in 2025.

Network revenue, OEM, for the nine months ended September 30, 2025 decreased $2.7 million, or 43%, to $3.6 million compared to $6.3 million for the nine months ended September 30, 2024.

The period-over-period decrease was primarily due to decreased breakage realized during the nine months ended September 30, 2025 related to an OEM program that ended in 2024.

eXtend Revenue.

eXtend revenue for the six months ended June 30, 2025 increased $14.1 million, or 30%, to $60.9 million compared to $46.8 million for the six months ended June 30, 2024.

The increase was primarily due to a $10.4 million increase due to more construction projects in process or completed and, to a lesser extent, an increase due to the recognition of certain construction change order costs that were incurred in a prior year, an increase of $1.9 million in equipment sales, a $0.9 million increase in operating and maintenance revenue, and a $0.9 million increase in consulting revenue compared to the same prior-year period.

eXtend revenue for the nine months ended September 30, 2025 increased $24.1 million, or 35%, to $92.8 million compared to $68.7 million for the nine months ended September 30, 2024.

The increase was primarily due to a $16.4 million increase due to construction projects in process or completed and, to a lesser extent, an increase due to the recognition of certain construction change order costs that were incurred in a prior year, a $4.5 million increase in hardware revenue, and a $1.4 million increase in both operating and maintenance revenue and consulting revenue.

Ancillary Revenue.

Ancillary revenue for the six months ended June 30, 2025 increased $5.7 million, or 73%, to $13.5 million compared to $7.8 million for the six months ended June 30, 2024.

The increase was primarily due to $5.3 million of revenue recognized from a sales-type lease arrangement with a dedicated fleet customer during the six months ended June 30, 2025 combined with a $3.0 million increase in other revenue from dedicated fleet customers, partially offset by a $1.4 million decrease in equipment sales and a $0.7 million decrease in construction revenue compared to the same prior-year period.

Ancillary revenue for the nine months ended September 30, 2025 increased $6.7 million, or 59%, to $18.1 million compared to $11.4 million for the nine months ended September 30, 2024.The increase was primarily due to a $5.6 million increase in financed sales lease revenue, a $2.5 million increase in lease revenue from dedicated fleet customers, $0.7 million in increased utilization fees, and a $0.6 million increase in advertising revenue, partially offset by a $0.9 million decrease in construction revenue, a $0.8 million decrease in equipment sales, and a $0.6 million decrease in sublease income.

Cost of Sales

Charging Network.

Charging network cost of sales for the six months ended June 30, 2025 increased $20.4 million, or 49%, to $62.2 million compared to $41.8 million for the six months ended June 30, 2024.

The increase in charging network cost was primarily due to a $13.2 million increase in energy costs resulting from increased throughput, a $3.9

million increase in maintenance costs, and a $2.3 million increase in site-related costs due to the growth of our charging network.

Other cost of sales for the six months ended June 30, 2025 increased $12.4 million, or 27%, to $57.6 million compared to $45.3 million for the six months ended June 30, 2024.

The increase in other cost of sales was primarily due to a $10.8 million increase in costs to support our eXtend revenue and $2.8 million of cost of sales recognized from a sales-type lease arrangement with a dedicated fleet customer, which were partially offset by a $1.7 million decrease in costs related to ancillary construction and equipment sales compared to the same prior-year period.

Charging network cost of sales for the nine months ended September 30, 2025 increased $28.8 million, or 42%, to $98.3 million compared to $69.4 million for the nine months ended September 30, 2024.

The increase in charging network cost was primarily due to a $17.5 million increase in energy costs resulting from increased

throughput and an $11.4 million increase in non-energy costs, primarily related to increased maintenance activity and, to a lesser extent, increased rent expense and other costs due to the growth of our network.

Other cost of sales for the nine months ended September 30, 2025 increased $20.1 million, or 30%, to $87.3 million compared to $67.2 million for the nine months ended September 30, 2024.

The increase in other cost of sales was primarily due to $18.3 million in higher costs to support eXtend revenue and a $3.4 million increase to support revenue from dedicated fleet customers, partially offset by a $1.1 million decrease in ancillary equipment and $1.0 million in ancillary construction costs compared to the same prior-year period.

Depreciation, Net of Capital-Build Amortization.

Depreciation, net of capital-build amortization, for the six months ended June 30, 2025 increased $8.8 million, or 41%, to $30.3 million compared to $21.5 million for the six months ended June 30, 2024 due to the growth of our charging network.

Depreciation, net of capital-build amortization, for the nine months ended September 30, 2025 increased $11.2 million, or 34%, to $44.2 million compared to $33.1 million for the nine months ended September 30, 2024 due to the growth of our charging network.

Gross Profit and Gross Margin

Gross profit for the six months ended June 30, 2025 increased $10.0 million to $23.2 million, compared to $13.2 million for the six months ended June 30, 2024.

Gross margin for the six months ended June 30, 2025 and 2024 was 13.4% and 10.9%, respectively.

Gross profit for the nine months ended September 30, 2025 improved $16.2 million to $35.8 million, compared to $19.6 million for the nine months ended September 30, 2024.

Gross margin for the nine months ended September 30, 2025 and 2024 was 13.5% and 10.4%, respectively.

Operating Expenses

General and Administrative Expenses.

General and administrative expenses for the six months ended June 30, 2025 increased $11.2 million, or 16%, to $79.2 million compared to $68.1 million for the six months ended June 30, 2024.

The increase was primarily driven by a $10.9 million increase in payroll costs due to an increase in headcount and a $1.4 million increase in software costs compared to the same prior-year period.

General and administrative expenses for the nine months ended September 30, 2025 increased $21.5 million, or 21%, to $122.6 million compared to $101.2 million for the nine months ended September 30, 2024.

The increase was primarily driven by a $10.8 million increase in payroll costs due to an increase in headcount, a $2.8 million increase in impairment expense, and a $2.4 million increase in software costs compared to the same prior-year period.

Depreciation, Amortization and Accretion.

Depreciation, amortization and accretion expenses for the six months ended June 30, 2025 decreased $1.7 million, or 17%, to $8.2 million compared to $9.9 million for the six months ended June 30, 2024.

The decrease was primarily due to a $1.3 million decrease in amortization related to intangible assets and a $0.8 million decrease in amortization related to software .

Depreciation, amortization and accretion expenses for the nine months ended September 30, 2025 decreased $3.5 million, or 24%, to $11.5 million compared to $15.0 million for the nine months ended September 30, 2024.

The decrease was primarily due to a $ 2.

6 million decrease in amortization related to intangible assets and a $1.3 million decrease in amortization related to software, partially offset by a $0.4 million increase in accretion expense .

Operating Loss and Operating Margin

During the six months ended June 30, 2025, we had an operating loss of $64.2 million, an improvement of $0.5 million, or 1%, compared to $64.8 million for the six months ended June 30, 2024.

Operating margin for the six months ended June 30, 2025 was negative 37.0% compared to negative 53.2% for the six months ended June 30, 2024 primarily due to improved gross margin and improved leveraging of operating expenses.

During the nine months ended September 30, 2025, we had an operating loss of $98.3 million, an increase of $1.8 million, or 2%, compared to $96.5 million for the nine months ended September 30, 2024.

Operating margin for the nine months ended September 30, 2025 was negative 37.0% compared to negative 51.0% for the nine months ended September 30, 2024 primarily due to improved gross margin and improved leveraging of operating expenses.

Interest Expense

Interest expense for the six months ended June 30, 2025 was $1.4 million, due to $2.4 million in paid-in-kind interest and $0.7 million from the amortization of deferred debt issuance costs related to our DOE Loan, which was entered into in December 2024, partially offset by capitalized interest of $1.6 million.

There was no interest expense incurred during the six months ended June 30, 2024 .

Interest expense for the nine months ended September 30, 2025 was $3.3 million, due to $ 4.6 million in interest expense and $1.3 million from the amortization of deferred debt issuance costs, partially offset by capitalized interest of $2.6 million.

There was no interest expense incurred during the nine months ended September 30, 2024 as the Company had no long-term debt outstanding prior to 2025.

Interest Income

Interest income for the six months ended June 30, 2025 decreased $0.9 million, or 21%, to $3.4 million compared to $4.3 million for the six months ended June 30, 2024.

The decrease was primarily due to the decreased cash held by us and lower interest rates during the six months ended June 30, 2025 compared to the same prior-year period.

Interest income for the nine months ended September 30, 2025 decreased $0.9 million, or 14%, to $5.3 million compared to $6.1 million for the nine months ended September 30, 2024.

The decrease was primarily due to the

decreased cash held by us and lower interest rates during the nine months ended September 30, 2025 compared to the same prior-year period.

Other Expense, Net

Other expense, net, for the six months ended June 30, 2025 and 2024 was de minimis.

Other expense, net, for the nine months ended September 30, 2025 and 2024 was de minimis.

Changes in Fair Values of Warrant and Earnout Liabilities

For the six months ended June 30, 2025, there was a $6.3 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $2.7 million gain for the six months ended June 30, 2024.

The change between periods was primarily due to a larger decrease in the fair value of the warrant and earnout liabilities during the six months ended June 30, 2025 compared to the same prior year period.

For the six months ended June 30, 2025 and 2024, our income taxes and effective tax rates were de minimis.

As of June 30, 2025 and 2024, we maintained a full valuation allowance on our net deferred tax assets.

For nine months ended September 30, 2025, there was a $6.8 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $0.6 million loss for the nine months ended September 30, 2024.

The change between periods was primarily due to a decrease in the fair value of the warrant and earnout liabilities during the nine months ended September 30, 2025 compared to an increase in the same prior-year period .

Income Tax Benefit (Expense), Net

For the nine months ended September 30, 2025, our income tax benefit was $5.1 million compared to income tax expense of $0.1 million.

The income tax benefit for the nine months ended September 30, 2025 was due to the benefit realized from the net proceeds received from the transfer of EVgo OpCo’s 2024 30C tax income credits.

Net Loss Attributable to Class A Common Stockholders

Net loss attributable to Class A common stockholders for the six months ended June 30, 2025 was $24.4 million, compared to $20.2 million for the six months ended June 30, 2024.

The increase was primarily driven by the decreased net loss attributable to redeemable noncontrolling interest as a result of their decreased ownership percentage impacted by the redemption of OpCo Units, which occurred in December 2024, partially offset by the $1.2 million increase in other income, net .

Net loss attributable to Class A common stockholders for the nine months ended September 30, 2025 was $3 6.7 million, compared to $31.9 million for the nine months ended September 30, 2024.

The increase was primarily driven by a decrease in net loss attributable to redeemable noncontrolling interest and an increase in interest expense , partially offset by the increase d gain from the change in fair values of warrant and earnout liabilities and income tax benefit realized compared to the same prior-year period.

Non-GAAP Financial Measures

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The following unaudited table presents a reconciliation of Charging Network Gross Profit and Charging Network Gross Margin to the most directly comparable GAAP measures:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(dollars in thousands)

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The following unaudited table presents a reconciliation of Adjusted Cost of Sales, Adjusted Cost of Sales as a Percentage of Revenue, Adjusted Gross Profit and Adjusted Gross Margin to the most directly comparable GAAP measures:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(dollars in thousands)

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The following unaudited table presents a reconciliation of Adjusted General and Administrative Expenses and Adjusted General and Administrative Expenses as a Percentage of Revenue to the most directly comparable GAAP measures:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(dollars in thousands)

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GAAP general and administrative expenses as a percentage of revenue

Less adjustments:

Share-based compensation

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Adjusted General and Administrative Expenses as a Percentage of Revenue

¹ For the six months ended June 30, 2025, comprised primarily of nonrecurring professional fees related to the Secondary Offering, which closed on December 18, 2024.

For the six months ended June 30, 2024, comprised primarily of costs related to the reorganization of our resources previously announced by us on January 17, 2024.

¹ For the nine months ended September 30, 2025, comprised primarily of nonrecurring professional fees related to the Secondary Offering, which closed on December 18, 2024.

For the nine months ended September 30, 2024, comprised primarily of costs related to the reorganization of our resources previously announced by us on January 17, 2024.

The following unaudited table presents a reconciliation of EBITDA, EBITDA Margin, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP measure:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(dollars in thousands)

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Interest income

Income tax expense

Income tax (benefit) expense

Total EBITDA adjustments

EBITDA Margin

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Adjusted EBITDA Margin

¹ For the six months ended June 30, 2025, comprised primarily of nonrecurring professional fees related to the Secondary Offering, which closed on December 18, 2024.

For the six months ended June 30, 2024, comprised primarily of costs related to the reorganization of our resources previously announced by us on January 17, 2024.

¹ For the nine months ended September 30, 2025, comprised primarily of nonrecurring professional fees related to the Secondary Offering, which closed on December 18, 2024.

For the nine months ended September 30, 2024, comprised primarily of costs related to the reorganization of our resources previously announced by us on January 17, 2024.

The following unaudited table presents a reconciliation of Capital Expenditures, Net of Capital Offsets, to the most directly comparable GAAP measure:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(dollars in thousands)

GAAP capital expenditures

Less capital offsets:

Capital offsets:

OEM infrastructure payments

Proceeds from capital-build funding

Proceeds from transfer of 30C tax credits, net

Total capital offsets

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We have a history of operating losses and negative operating cash flows.

As of June 30, 2025, we had $183.4 million of cash, cash equivalents and restricted cash and working capital of $134.2 million.

As of September 30, 2025, we had $201.1 million of cash, cash equivalents and restricted cash and working capital of $151.3 million.

As of December 31, 2024, we had $120.5 million of cash, cash equivalents and restricted cash and working capital of $94.0 million.

Our net cash inflow for the six months ended June 30, 2025 was $62.9 million.

We believe our cash, cash equivalents, and restricted cash on hand as of June 30, 2025 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.

Our net cash inflow for the nine months ended September 30, 2025 was $80.6 million.

We believe our cash, cash equivalents, and restricted cash on hand as of September 30, 2025 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.

To date, our primary sources of liquidity have been cash flows from the CRIS Business Combination, revenues from our 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, loans and equity contributions from our previous owners, and borrowings under long-term debt arrangements.

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As the current administration continues to review and adopt policies that impact the EV sector, there is a risk that changes in regulatory, executive or legislative policy could result in delays or otherwise unduly affect our ability to obtain further Advances under the DOE Loan.

As of June 30, 2025, Swift Borrower has $960.2 million of principal remaining available to it that it can borrow, subject to the satisfaction of customary conditions.

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

As of September 30, 2025, Swift Borrower has $960.2 million of principal remaining available to it that it can borrow, subject to the satisfaction of customary conditions.

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.

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Voyager Borrower may make Borrowings under the Credit Agreement at any time during 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 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.

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 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 Voyager Closing Date and received such Borrowing on July 24, 2025.

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.

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The IRA revised the 30C income tax credits to extend the credit until December 31, 2032, introduce the concept of transferability of such tax credits, expand the credit such that it is capped at $100,000 per item and increase eligibility requirements to require installation of EV charging stations in certain census tracts along with meeting prevailing wage and apprenticeship requirements, among other changes.

The OBBBA accelerated the phase-out of IRA credits and 30C income tax credits are now scheduled to expire early on June 30, 2026 for any property placed in service after that date.

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

The OBBBA 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.

In August 2025, the Company transferred EVgo OpCo’s 2024 30C income tax credits for net cash proceeds of approximately $1 4.8 million.

Delta Charger Supply Agreement

In July 2022, we entered into the Delta Charger Supply Agreement and the Purchase Order with Delta, pursuant to which we will purchase and Delta will sell EV chargers manufactured by Delta from time to time in specified quantities at certain delivery dates over a period of four years.

We are obligated to purchase at least 1,000 chargers (which will

enable the construction of 2,000 stalls) pursuant to the Delta Charger Supply Agreement and the Purchase Order with the option, at our election, to increase the number of chargers purchased to 1,100.

We are obligated to purchase at least 1,000 chargers (which will enable the construction of 2,000 stalls) pursuant to the Delta Charger Supply Agreement and the Purchase Order with

the option, at our election, to increase the number of chargers purchased to 1,100.

Under the terms of the Purchase Order, we are required to make full payment on such chargers within 60 days of receipt.

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The following table summarizes our consolidated cash flows:

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

Cash flows provided by (used in) operating activities

Cash flows (used in) provided by operating activities

Cash flows used in investing activities

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Operating Activities

Cash provided by operating activities for the six months ended June 30, 2025 was $3.8 million compared to cash used in operating activities of $6.5 million for the six months ended June 30, 2024.

The year-over-year change primarily reflected a $14.5 million increase in cash flows from accrued liabilities, a $13.9 million increase in cash flows from accounts receivable, net, and a $7.1 million increase in depreciation, amortization and accretion.

This was offset by an $11.0 million decrease in cash flows from accounts payable, a $6.0 million decrease in cash flows from prepaids and other current assets and other assets and a $5.7 million decrease in cash flows from deferred revenue.

Cash used in operating activities for the nine months ended September 30, 2025 was $19.0 million compared to cash provided by operating activities of $5.6 million for the nine months ended September 30, 2024.

The year-over-year change primarily reflected a $ 17.

2 million decrease in cash flows from deferred revenue , a $ 12.

7 million decrease in cash flows from prepaids and other current assets and other assets , and a $12 .5 million decrease in cash flows from other current and noncurrent liabilities .

This was offset by a $7.3 million increase from the impact of increased depreciation, amortization and accretion , a $ 6.7 million in crease in cash flows from decreased net losses , and a $ 6.3 million increase in cash flows from accounts receivable, net .

Investing Activities

Cash used in investing activities for the six months ended June 30, 2025 was $41.2 million, compared to $45.1 million for the six months ended June 30, 2024.

Cash used in investing activities for the nine months ended September 30, 2025 was $67.3 million, compared to $70.9 million for the nine months ended September 30, 2024.

The decrease was primarily driven by a decrease in capital expenditures.

Financing Activities

Cash provided by financing activities for the six months ended June 30, 2025 was $100.2 million compared to $5.2 million for the six months ended June 30, 2024.

The increase was driven primarily by $94.2 million in proceeds from long-term debt and an increase of $2.9 million in proceeds from capital build funding received during the six months ended June 30, 2025 compared to the same prior-year period.

Cash provided by financing activities for the nine months ended September 30, 2025 was $166.9 million compared to $9.6 million for the nine months ended September 30, 2024.

The increase was driven primarily by $153.5 million in proceeds from long-term debt and a $9.6 million contribution received from our redeemable noncontrolling interest received during the nine months ended September 30, 2025 compared to the same prior-year period .

Working Capital

Our working capital as of June 30, 2025 was $134.2 million, compared to $94.0 million as of December 31, 2024.

The increase was driven primarily by a $37.2 million increase in cash and cash equivalents, a $ 19.2 million increase in restricted cash, current, and a $6.1 million increase in prepaids and other current assets , partially offset by a $14.0 million decrease in account receivable, net, a $10.4 million increase in accrued liabilities, and a $1.5 million decrease in accounts receivable, capital-build.

Our working capital as of September 30, 2025 was $151.3 million, compared to $94.0 million as of December 31, 2024.

The increase was driven primarily by a $64.1 million increase in cash and cash equivalents, a $1 6.1 million increase in prepaids and other current assets, and an $8.9 million increase in restricted cash, current , partially offset by a $15.4 million increase in accrued liabilities, a $ 5 .8 million decrease in accounts receivable, net, and a $3.9 million decrease in accounts receivable, capital-build .

Contractual Obligations and Commitments

We have material cash requirements for known contractual obligations and commitments in the form of operating leases, purchase commitments and certain other liabilities that are disclosed in Part I, Item 1, “Financial Statements — Note 10 — Commitments and Contingencies.” We generally expect to fund these obligations through our existing cash, cash equivalents and restricted cash, draws under the DOE Loan, and future financing or cash flows from operations.

We have material cash requirements for known contractual obligations and commitments in the form of operating leases, purchase commitments and certain other liabilities that are disclosed in Part I, Item 1, “Financial Statements — Note 10 — Commitments and Contingencies.” We generally expect to fund these obligations through our existing cash, cash equivalents and restricted cash, draws under our debt agreements, and future financing or cash flows from operations.

Critical Accounting Policies and Estimates

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Revenue for performance obligations can be recognized over time or at a point in time depending on the nature of the performance obligation.

Changes to the

elements in an arrangement or, in our determination, to the relative SSP for these elements, could materially affect the amount of earned and unearned revenue reflected in our condensed consolidated financial statements.

Changes to the elements in an arrangement or, in our determination, to the relative SSP for these elements, could materially affect the amount of earned and unearned revenue reflected in our condensed consolidated financial statements.

Understanding the complex terms of some of our agreements and determining the appropriate time, amount and method under which we should recognize revenue for the related transactions requires significant judgment.

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Recent Accounting Pronouncements

For a discussion of our recently adopted accounting pronouncements, see Part I, Item 1, “Financial Statements — Note 2 — Summary of Significant Accounting Policies ” as of and for the three and six months ended June 30, 2025 and 2024.

On April 5, 2012, the JOBS Act was signed into law.

The JOBS Act includes provisions that, among other things, relax certain reporting requirements for qualifying public companies.

Following the CRIS Business Combination, we qualified as an EGC under the JOBS Act and, as a result, are permitted to comply with new or revised accounting pronouncements based on the effective date for private (i.e., not publicly traded) companies.

Following the CRIS Business Combination, we qualified

as an EGC under the JOBS Act and, as a result, are permitted to comply with new or revised accounting pronouncements based on the effective date for private (i.e., not publicly traded) companies.

We elected to delay the adoption of new or revised accounting standards and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

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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 2. Management’s Discussion and Analysis