Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 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.
Overview
We are one of the nation’s leading public EV fast charging providers. With more than 1,150 fast charging stations across over 45 states, we strategically deploy localized and accessible charging infrastructure by partnering with leading businesses across the U.S., including retailers, grocery stores, restaurants, shopping centers, gas stations, rideshare operators and autonomous vehicle companies. At our Innovation Lab, we perform extensive interoperability testing and have ongoing technical collaborations with leading automakers and industry partners to advance the EV charging industry and deliver a seamless charging experience.
The foundation of our business is building, owning and operating EV fast charging sites that deliver charging to EVs driven by individuals, commercial drivers, and fleet operators. Our core revenue stream is from the provision of charging services for EVs of all types on our network. In addition, a variety of business-to-business commercial relationships provide us with revenue or cash payments based on commitments to build new infrastructure, provide guaranteed access to charging, and provide marketing, data and software-driven services. We also earn revenue from the sale of regulatory credits generated through sales of electricity and our operation and ownership of our DCFC network. We believe this combination of revenue streams can drive long-term margin expansion and customer retention.
Specifically, charging network revenue is earned through the following streams:
● Charging Revenue, Retail: We sell electricity directly to drivers who access our publicly available networked chargers. Various pricing plans exist for customers and drivers have the choice to charge through a subscription offering or a variety of pay-as-you-go plans. Drivers locate the chargers through our mobile application, their vehicle’s in-dash navigation system, or third-party databases, such as PlugShare, that license charger-location information from us. Our chargers are generally installed in parking spaces owned or leased by commercial or public-entity Site Hosts that desire to provide charging services at their respective locations. 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 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. In many cases, Site Hosts will earn revenue from license payments in the form of parking space rental fees that we pay in exchange for use of the site.
● Charging Revenue, Commercial : 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. In these arrangements, we contract with and bill either the fleet owner directly or an individual fleet driver utilizing our chargers.
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● Charging Revenue, OEM: We offer OEM charging programs with revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and the provision of charging services for EV drivers. We contract directly with OEMs to provide charging services to drivers who have purchased or leased such OEMs’ EVs and who access our public charger network. Other related services currently provided to OEMs by us include co-marketing, data services and digital application services. Our OEM relationships are a core customer-acquisition channel.
● Regulatory Credit Sales : As a charging station owner and operator, we earn regulatory credits, such as LCFS credits and other regulatory credits, in states where such programs are enacted currently, including the Fast Charging Infrastructure program in California. These credits are generated through charging station operations based on the volume of kWh sold. We earn additional revenue through the sale of these credits to buyers obligated to purchase the credits to comply with the program mandates.
● Network Revenue, OEM: This revenue stream represents revenue related to contracts that have significant charger infrastructure build programs, which represent set-up costs under ASC 606. Proceeds from these contracts are allocated to performance obligations including branding, memberships, reservations and the expiration of unused charging credits. Revenues from branding are recognized over time as the services are performed and measurement is recognized straight-line over the performance period. For memberships and reservations, revenue is recognized over time and measured over the period on a 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.
We generate non-charging network revenue from the following streams:
● eXtend Revenue: Through EVgo eXtend, we provide hardware, design, and construction services for charging sites, as well as ongoing operations, maintenance and networking and software integration solutions, while customers purchase and retain ownership of the charging assets. Existing customers with EVgo accounts are able to access eXtend chargers through our mobile app, among other options. For some EVgo eXtend customers, we also provide grant application support and related services.
● Ancillary Revenue : In addition to offering access to our public network, we offer dedicated charging solutions to autonomous vehicle and other fleets. Through our fleet offerings, we develop, build, and service charging assets for fleets, including through off-site charging hubs that we have secured without requiring a fleet to directly incur capital expenditures. We offer a variety of pricing models for dedicated charging solutions, including a mix of volumetric commitments and variable and fixed payments for provision of charging services. We enter into operating and sales-type leases with our dedicated fleet customers. 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, 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
Revenue
Our revenue is generated across various business lines. The majority of our revenue is generated from the sale of charging services, which are comprised of retail, commercial and OEM business lines, and our eXtend offering. In addition, we generate ancillary revenue through services provided to dedicated fleets, which includes both operating and sales-type lease structures, the sale of data services and consumer retail services. We also offer network services to
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OEM customers, including branding and memberships. Finally, as a result of owning and operating the EV charging stations, we earn regulatory credits such as LCFS credits, which are sold to generate additional revenue.
Cost of Sales
Charging Network. Charging network cost of sales consists primarily of energy usage fees, site operating and maintenance expenses, network charges, warranty and repair services, and site lease and related expenses associated with the EVgo Public Network.
Other. Other cost of sales is primarily related to costs associated with the eXtend and dedicated charging businesses, the sale of data services, and other ancillary services.
Depreciation, Net of Capital-Build Amortization. Depreciation, net of capital-build amortization, consists of depreciation related to property and equipment associated with charging equipment and installation and is partially offset by the amortization of capital-build liabilities associated with third-party funding received for charging stations and other programs.
Gross Profit (Loss) and Gross Margin
Gross profit (loss) consists of our revenue less our total cost of sales. Gross margin is gross profit (loss) as a percentage of revenue.
Operating Expenses
General and Administrative. General and administrative expenses primarily consist of payroll and related personnel expenses, IT and office services, customer service, office rent expense and professional services. 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 debt agreements, general insurance and directors’ and officers’ insurance, investor relations and other professional services.
Depreciation, Amortization and Accretion. Depreciation, amortization and accretion consists of depreciation related to property, equipment and software not associated with charging equipment and, therefore, not included in the depreciation, net of capital-build amortization expenses recorded in cost of sales. This also includes amortization of intangible assets and accretion related to our asset retirement obligations.
Operating Profit (Loss) and Operating Margin
Operating profit (loss) consists of our gross profit (loss) less total operating expenses. Operating margin is operating profit (loss) as a percentage of revenue.
Interest Expense
Interest expense consists of interest expense from the amortization of deferred debt issuance costs and interest expense incurred on long-term debt, net of amounts capitalized.
Interest Income
Interest income consists primarily of interest earned on cash, cash equivalents and restricted cash.
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Change in Fair Values of Warrant and Earnout Liabilities
The change in the fair values of the warrant and earnout liabilities reflects the mark-to-market adjustments associated with Warrants to purchase shares of our common stock and earnout liabilities for each reporting period.
Income Taxes
Our provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to our ownership in EVgo OpCo.
Net Earnings (Loss) Attributable to Redeemable Noncontrolling Interest
Net earnings (loss) attributable to redeemable noncontrolling interest represents the share of net earnings or loss that is attributable to the holder of our Class B common stock , which is EVgo Holdings.
Key Performance Indicators
Our management uses several performance metrics to manage the business and evaluate financial and operating performance:
Network Throughput on the EVgo Public Network
Network throughput represents the total amount of GWh consumed on the EVgo Public Network. We typically monitor GWh sales by three components: business line, customer and customer type. We believe monitoring of component trends and contributions is the appropriate way to monitor and measure business-related health.
Number of DC Stalls on the EVgo Public Network
One stall can charge one vehicle at a time. There are certain configurations of our sites where one DC charger is capable of charging only one vehicle at a time; all chargers at such a site are counted as one stall per one charger. There are certain configurations of our sites where one DC charger is capable of charging two vehicles simultaneously; all chargers at such a site are counted as two stalls per one charger.
The following table presents network throughput and the number of DC Stalls on the EVgo Public Network:
September 30,
2025
2024
Network throughput (GWh) on the EVgo Public Network for the three months ended 1
95
76
Network throughput (GWh) on the EVgo Public Network for the nine months ended 1,2
267
193
Number of DC Stalls on the EVgo Public Network (in thousands) as of 1
3.6
3.3
¹ During the fourth quarter of 2024, network throughput and DC Stalls were updated to represent the EVgo Public Network. Previously reported amounts have been updated to conform to the current presentation.
² Numbers may not recalculate on a year-to-date basis due to rounding.
Factors Affecting Our Operating Results
We believe that our performance and future success depend on a number of factors, including those discussed below and in Part II, Item 1A, “ Risk Factors. ”
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EV Sales
Our revenue growth is largely a result of the adoption and continued acceptance and usage of passenger and commercial EVs, which we believe drives the demand for electricity, charging infrastructure and charging services. The market for EVs is still rapidly evolving and, although demand for EVs has grown in recent years, there is no guarantee of such future demand. Additionally, as demand increases, the supply must keep pace for adoption to continue to accelerate at a rapid pace. Factors impacting the adoption of EVs include perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; availability of services for EVs; consumers’ perception about the convenience, speed, reliability and cost of EV charging; volatility in the price of gasoline and diesel; EV supply chain shortages and disruptions including, but not limited to, availability of certain components (e.g., semiconductors and critical raw materials necessary for the production of EVs and EV batteries), the ability of EV OEMs to ramp-up EV production and/or allocate sufficient quantities of EV models to the U.S. market; domestic content requirements or other policy constraints; availability of batteries and battery materials; availability, cost and desirability of other alternative fuel vehicles, including plug-in hybrid EVs and high fuel-economy gasoline and diesel-powered vehicles; increases in fuel efficiency; regulations applicable to vehicle emissions and fuel economy; and availability of federal and state credits for EV purchases. In addition, macroeconomic factors could impact demand for EVs, particularly since the sales price of EVs can be more expensive than traditional gasoline-powered vehicles. If the market for EVs does not develop as expected or if there is any slowdown or delay in overall adoption of EVs, our business, financial condition and results of operations may be materially and adversely affected.
Electrification of Fleets
We face competition in the emerging fleet electrification segment, including from certain fleet customers who may opt to install and own charging equipment on their property; however, we believe our unique set of offerings to fleets and our existing charging network position us advantageously to win business from fleets. Fleet owners are generally more sensitive to the total cost of ownership of a vehicle than private-vehicle owners. As such, electrification of vehicle fleets may occur more slowly or more rapidly than management forecasts based on the cost to purchase, operate and maintain EVs and the general availability of such vehicles relative to those of internal combustion engine vehicles. Our ability and our competitors’ ability to offer competitive charging services and value-added ancillary services may impact the pace at which fleets electrify and may impact our ability to capture market share in fleets. Additionally, federal, state and local government support and regulations directed at fleets (or lack thereof) may accelerate or delay fleet electrification and increase or reduce our business opportunity.
Competition
The EV charging industry is increasingly competitive. The principal competitive factors in the industry include charger count, locations, accessibility and reliability; charger connectivity to EVs and ability to charge widely adopted standards; speed of charging relative to expected vehicle dwell times at a location; DCFC network reliability, scale and local density; software-enabled service offerings and overall customer experience; operator brand, track record and reputation; access to equipment vendors and service providers; policy incentives; and pricing. Existing competitors may expand their product offerings and sales strategies, new competitors may enter the market and certain fleet customers may choose to install and operate their own charging infrastructure. If our market share decreases due to increased competition, our revenue and ability to generate profits in the future may be impacted.
Geopolitical and Macroeconomic Environment
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 conflict in Ukraine and tensions in the Middle East, which have led to disruptions, instability and volatility in
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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 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.
Government Mandates, Incentives and Programs
The U.S. federal government and some state and local governments, as well as utilities, provide incentives to end users and owners of EVs and EV charging stations in the form of rebates, tax credits, low-cost funding and other financial incentives, such as payments for regulatory credits. These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV charging stations and to otherwise financially support these industries. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced or terminated as a matter of regulatory or legislative policy, which if pursued, could impact the availability or value of these grants and/or tax provisions. Any reduction in rebates, tax credits or other financial incentives available to EVs or EV charging stations could negatively affect the EV market and adversely impact our business operations and expansion potential.
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 currently do not expect the OBBBA to have a material impact on our condensed consolidated financial statements.
Government EV Initiatives
The U.S. federal government and some state and local governments provide incentives to end users and owners of EVs and EV charging stations in the form of rebates, tax credits, low-cost funding and other financial incentives that promote EV adoption and related EV charging infrastructure. 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 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. These are not impacted by changes in federal policy.
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Technology Risks
We rely on numerous internally developed technologies, including through a joint development agreement with Delta, and externally sourced hardware and software technologies to operate our network and generate earnings. We engage a variety of third-party vendors for non-proprietary hardware and software components and software-as-a-service elements. As a result of any defects, errors, bugs, malfunctions, or excessive wear to these hardware and/or software components, our stall availability and/or performance may be impacted, 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, 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; however, continued integration of NACS connectors in future charger installations and on certain existing chargers will require investment and management attention to select chargers which properly balance expectations of existing customers while attracting new users who prefer to use NACS connectors .
Management believes that our business model is well-positioned to enable us to remain technology-, vendor- and OEM-agnostic over time and allow the business to remain competitive regardless of long-term technological shifts in EVs, batteries or modes of charging.
Sales of Regulatory Credits
We derive revenue from selling regulatory credits earned for participating in LCFS programs, or other similar carbon or emissions trading schemes, in various jurisdictions in the U.S. The sale of these credits is based on market prices. These credits are exposed to various market and supply and demand dynamics which can drive price volatility and which are difficult to predict. Price fluctuations in credits may have a material effect on future results of operations. The availability of such credits depends on continued governmental support for these programs. If these programs are modified, reduced or eliminated, our ability to generate this revenue in the future would be adversely impacted. We are currently monitoring the impact of a set of amendments to strengthen California’s LCFS program, which went into effect on July 1, 2025. In addition to California, we are also monitoring implementation of New Mexico’s program and a number of Clean Fuels proposals being contemplated in state legislatures across the U.S.
Seasonality
We believe that EV charging is subject to seasonality related to driving, travel and economic activity that impacts demand for charging. For example, Americans typically drive more miles in the summer months and fewer in the winter months, especially in January and February. Our rideshare drivers also typically experience lower activity levels in the first quarter. 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 .
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Results of Operations for the Three Months Ended September 30, 2025 and 2024
The table below presents our results of operations:
Three Months Ended September 30,
Change
(in thousands)
2025
2024
$
%
Revenue
Charging, retail
$
35,296
$
26,656
$
8,640
32
%
Charging, commercial 1
9,070
7,581
1,489
20
%
Charging, OEM
6,417
4,305
2,112
49
%
Regulatory credit sales
2,753
2,191
562
26
%
Network, OEM
2,249
1,278
971
76
%
Total charging network
55,785
42,011
13,774
33
%
eXtend
31,913
21,912
10,001
46
%
Ancillary 1
4,601
3,612
989
27
%
Total revenue
92,299
67,535
24,764
37
%
Cost of sales
Charging network 1
36,136
27,675
8,461
31
%
Other 1
29,677
21,950
7,727
35
%
Depreciation, net of capital-build amortization
13,926
11,542
2,384
21
%
Total cost of sales
79,739
61,167
18,572
30
%
Gross profit
12,560
6,368
6,192
97
%
Operating expenses
General and administrative
43,402
33,114
10,288
31
%
Depreciation, amortization and accretion
3,242
5,043
(1,801)
(36)
%
Total operating expenses
46,644
38,157
8,487
22
%
Operating loss
(34,084)
(31,789)
(2,295)
(7)
%
Other income (expense)
Interest expense
(1,905)
—
(1,905)
*
Interest income
1,843
1,809
34
2
%
Other expense, net
(2)
(1)
(1)
(100)
%
Change in fair value of earnout liability
—
(374)
374
100
%
Change in fair value of warrant liabilities
574
(2,910)
3,484
120
%
Total other income (expense), net
510
(1,476)
1,986
135
%
Loss before income tax benefit (expense)
(33,574)
(33,265)
(309)
(1)
%
Income tax benefit (expense)
5,218
(25)
5,243
*
Net loss
(28,356)
(33,290)
4,934
15
%
Net loss attributable to redeemable noncontrolling interest
(15,971)
(21,581)
5,610
26
%
Net loss attributable to Class A common stockholders
$
(12,385)
$
(11,709)
$
(676)
(6)
%
Gross margin
13.6
%
9.4
%
Operating margin
(36.9)
%
(47.1)
%
Network throughput (GWh) on the EVgo Public Network
95
76
Number of DC Stalls on the EVgo Public Network (in thousands) as of
3.6
3.3
* Percent not meaningful.
¹ During the fourth quarter of 2024, we reclassed 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 reclassed from charging network cost of sales to other cost of sales. Previously reported amounts have been updated to conform to the current period presentation.
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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 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 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 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 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 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 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 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 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 .
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Other . 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 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 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 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 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 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 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 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.
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Changes in Fair Values of Warrant and Earnout Liabilities
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.
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 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.
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Results of Operations for the Nine Months Ended September 30, 2025 and 2024
The table below presents our results of operations:
Nine Months Ended September 30,
Change
(dollars in thousands)
2025
2024
$
%
Revenue
Charging, retail
$
98,090
$
67,318
$
30,772
46
%
Charging, commercial 1
25,426
18,864
6,562
35
%
Charging, OEM
19,583
10,675
8,908
83
%
Regulatory credit sales
7,989
5,974
2,015
34
%
Network, OEM
3,623
6,328
(2,705)
(43)
%
Total charging network
154,711
109,159
45,552
42
%
eXtend
92,786
68,730
24,056
35
%
Ancillary 1
18,119
11,423
6,696
59
%
Total revenue
265,616
189,312
76,304
40
%
Cost of sales
Charging network 1
98,290
69,441
28,849
42
%
Other 1
87,312
67,214
20,098
30
%
Depreciation, net of capital-build amortization
44,223
33,050
11,173
34
%
Total cost of sales
229,825
169,705
60,120
35
%
Gross profit
35,791
19,607
16,184
83
%
Operating expenses
General and administrative
122,626
101,167
21,459
21
%
Depreciation, amortization and accretion
11,461
14,986
(3,525)
(24)
%
Total operating expenses
134,087
116,153
17,934
15
%
Operating loss
(98,296)
(96,546)
(1,750)
(2)
%
Other income
Interest expense
(3,331)
—
(3,331)
*
Interest income
5,255
6,146
(891)
(14)
%
Other expense, net
(2)
(18)
16
89
%
Change in fair value of earnout liability
568
(65)
633
974
%
Change in fair value of warrant liabilities
6,278
(515)
6,793
*
Total other income, net
8,768
5,548
3,220
58
%
Loss before income tax benefit (expense)
(89,528)
(90,998)
1,470
2
%
Income tax benefit (expense)
5,124
(95)
5,219
*
Net loss
(84,404)
(91,093)
6,689
7
%
Less: net loss attributable to redeemable noncontrolling interest
(47,659)
(59,174)
11,515
19
%
Net loss attributable to Class A common stockholders
$
(36,745)
$
(31,919)
$
(4,826)
(15)
%
Gross margin
13.5
%
10.4
%
Operating margin
(37.0)
%
(51.0)
%
Network throughput (GWh) on the EVgo Public Network
267
193
Number of DC Stalls on the EVgo Public Network (in thousands) as of
3.6
3.3
* Percent not meaningful.
1 During the year ended December 31, 2024, the Company reclassed revenues earned through its dedicated charging solutions to fleets from commercial charging revenue to ancillary revenue. In addition, the associated costs for those revenues were reclassed from charging network cost of sales to other cost of sales. Previously reported amounts have been updated to conform to the current period presentation.
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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 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 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 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 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 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 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 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 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
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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 . 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 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 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 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 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 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 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 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
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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 nine months ended September 30, 2025 and 2024 was de minimis.
Changes in Fair Values of Warrant and Earnout Liabilities
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 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.
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Non-GAAP Financial Measures
This Quarterly Report includes the following non-GAAP financial measures, in each case as defined below: “Charging Network Gross Profit,” “Charging Network Gross Margin,” “Adjusted Cost of Sales,” “Adjusted Cost of Sales as a Percentage of Revenue,” “Adjusted Gross Profit (Loss),” “Adjusted Gross Margin,” “Adjusted General and Administrative Expenses,” “Adjusted General and Administrative Expenses as a Percentage of Revenue,” “EBITDA,” “EBITDA Margin,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Capital Expenditures, Net of Capital Offsets.” With respect to Capital Expenditures, Net of Capital Offsets, pursuant to the terms of certain OEM contracts, we are paid well in advance of when revenue can be recognized, and usually, the payment is tied to the number of stalls that commence operations under the applicable contractual arrangement while the related revenue is deferred at the time of payment and is recognized as revenue over time as we provide charging and other services to the OEM and the OEM’s customers. Our management therefore uses these measures internally to establish forecasts, budgets, and operational goals to manage and monitor our business, including the cash used for, and the return on, our investment in our charging infrastructure. We believe that these measures are useful to investors in evaluating our performance and help to depict a meaningful representation of the performance of the underlying business, enabling us to evaluate and plan more effectively for the future.
Charging Network Gross Profit, Charging Network Gross Margin, Adjusted Cost of Sales, Adjusted Cost of Sales as a Percentage of Revenue, Adjusted Gross Profit (Loss), Adjusted Gross Margin, Adjusted General and Administrative Expenses, Adjusted General and Administrative Expenses as a Percentage of Revenue, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Capital Expenditures, Net of Capital Offsets are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. These measures should not be considered as measures of financial performance under GAAP and the items excluded from or included in these metrics are significant components in understanding and assessing our financial performance. These metrics should not be considered as alternatives to net income (loss) or any other performance measures derived in accordance with GAAP.
We define Charging Network Gross Profit as total charging network revenue less charging network cost of sales. We define Charging Network Gross Margin as Charging Network Gross Profit divided by total charging network revenue. We define Adjusted Cost of Sales as cost of sales before: (i) depreciation, net of capital-build amortization, and (ii) share-based compensation. We define Adjusted Cost of Sales as a Percentage of Revenue as Adjusted Cost of Sales as a percentage of revenue. We define Adjusted Gross Profit (Loss) as revenue less Adjusted Cost of Sales. We define Adjusted Gross Margin as Adjusted Gross Profit (Loss) as a percentage of revenue. We define Adjusted General and Administrative Expenses as general and administrative expenses before (i) share-based compensation, (ii) loss on disposal of property and equipment, net of insurance recoveries, and impairment expense, (iii) bad debt expense (recoveries), and (iv) certain other items that we believe are not indicative of our ongoing performance. We define Adjusted General and Administrative Expenses as a Percentage of Revenue as Adjusted General and Administrative Expenses as a percentage of revenue. We define EBITDA as net income (loss) before (i) depreciation, net of capital-build amortization, (ii) amortization, (iii) accretion, (iv) interest expense, (v) interest income, and (vi) income tax expense (benefit). We define EBITDA Margin as EBITDA as a percentage of revenue. We define Adjusted EBITDA as EBITDA plus (i) share-based compensation, (ii) loss on disposal of property and equipment, net of insurance recoveries, and impairment expense, (iii) loss (gain) on investments, (iv) bad debt expense (recoveries), (v) change in fair value of earnout liability, (vi) change in fair value of warrant liabilities, and (vii) certain other items that we believe are not indicative of our ongoing performance. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. We define Capital Expenditures, Net of Capital Offsets as capital expenditures adjusted for the following capital offsets: (i) all payments under OEM infrastructure agreements excluding any amounts directly attributable to OEM customer charging credit programs and pass-through of non-capital expense reimbursements, (ii) proceeds from capital-build funding and (iii) proceeds from the transfer of 30C income tax credits, net of transaction costs. The tables below present quantitative reconciliations of these measures to their most directly comparable GAAP measures as described in this paragraph.
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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 September 30,
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
2025
2024
GAAP total charging network revenue 1
$
55,785
$
42,011
$
154,711
$
109,159
GAAP charging network cost of sales 1
36,136
27,675
98,290
69,441
Charging Network Gross Profit
$
19,649
$
14,336
$
56,421
$
39,718
Charging Network Gross Margin
35.2%
34.1%
36.5%
36.4%
¹ During the fourth quarter of 2024, we reclassed 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 reclassed from charging network cost of sales to other cost of sales. Previously reported amounts have been updated to conform to the current period presentation.
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 September 30,
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
2025
2024
GAAP revenue
$
92,299
$
67,535
$
265,616
$
189,312
GAAP cost of sales
79,739
61,167
229,825
169,705
GAAP gross profit
$
12,560
$
6,368
$
35,791
$
19,607
GAAP cost of sales as a percentage of revenue
86.4%
90.6%
86.5%
89.6%
GAAP gross margin
13.6%
9.4%
13.5%
10.4%
Adjusted Cost of Sales adjustments
Depreciation, net of capital-build amortization
$
(13,926)
$
(11,542)
$
(44,223)
$
(33,050)
Share-based compensation
(165)
(79)
(366)
(277)
Total Adjusted Cost of Sales adjustments
$
(14,091)
$
(11,621)
$
(44,589)
$
(33,327)
Adjusted Cost of Sales
$
65,648
$
49,546
$
185,236
$
136,378
Adjusted Cost of Sales as a Percentage of Revenue
71.1%
73.4%
69.7%
72.0%
Adjusted Gross Profit
$
26,651
$
17,989
$
80,380
$
52,934
Adjusted Gross Margin
28.9%
26.6%
30.3%
28.0%
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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 September 30,
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
2025
2024
GAAP revenue
$
92,299
$
67,535
$
265,616
$
189,312
GAAP general and administrative expenses
$
43,402
$
33,114
$
122,626
$
101,167
GAAP general and administrative expenses as a percentage of revenue
47.0%
49.0%
46.2%
53.4%
Adjustments:
Share-based compensation
(6,868)
(5,291)
(19,192)
(15,196)
Loss on disposal of property and equipment, net of insurance recoveries, and impairment expense
(4,409)
(731)
(8,927)
(6,228)
Bad debt expense
(485)
(216)
(1,136)
(527)
Other 1
(16)
(7)
(156)
(2,225)
Total adjustments
(11,778)
(6,245)
(29,411)
(24,176)
Adjusted General and Administrative Expenses
$
31,624
$
26,869
$
93,215
$
76,991
Adjusted General and Administrative Expenses as a Percentage of Revenue
34.3%
39.8%
35.1%
40.7%
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.
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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 September 30,
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
2025
2024
GAAP revenue
$
92,299
$
67,535
$
265,616
$
189,312
GAAP net loss
$
(28,356)
$
(33,290)
$
(84,404)
$
(91,093)
GAAP net loss margin
(30.7)%
(49.3)%
(31.8)%
(48.1)%
EBITDA adjustments:
Depreciation, net of capital-build amortization
14,104
11,706
44,560
33,470
Amortization
2,526
4,354
9,280
13,159
Accretion
538
525
1,844
1,407
Interest expense
1,905
—
3,331
—
Interest income
(1,843)
(1,809)
(5,255)
(6,146)
Income tax (benefit) expense
(5,218)
25
(5,124)
95
Total EBITDA adjustments
12,012
14,801
48,636
41,985
EBITDA
$
(16,344)
$
(18,489)
$
(35,768)
$
(49,108)
EBITDA Margin
(17.7)%
(27.4)%
(13.5)%
(25.9)%
Adjusted EBITDA Adjustments:
Share-based compensation
$
7,033
$
5,370
$
19,558
$
15,473
Loss on disposal of property and equipment, net of insurance recoveries, and impairment expense
4,409
731
8,927
6,228
Loss on investments
—
—
—
5
Bad debt expense
485
216
1,136
527
Change in fair value of earnout liability
—
374
(568)
65
Change in fair value of warrant liabilities
(574)
2,910
(6,278)
515
Other¹
16
7
156
2,225
Total Adjusted EBITDA adjustments
11,369
9,608
22,931
25,038
Adjusted EBITDA
$
(4,975)
$
(8,881)
$
(12,837)
$
(24,070)
Adjusted EBITDA Margin
(5.4)%
(13.2)%
(4.8)%
(12.7)%
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 September 30,
Nine Months Ended September 30,
(dollars in thousands)
2025
2024
2025
2024
GAAP capital expenditures
$
26,152
$
25,835
$
67,343
$
71,102
Capital offsets:
OEM infrastructure payments
(2,160)
(4,909)
(9,033)
(16,691)
Proceeds from capital-build funding
(5,044)
(5,740)
(14,095)
(11,879)
Proceeds from transfer of 30C tax credits, net
(14,787)
(9,978)
(14,787)
(9,978)
Total capital offsets
(21,991)
(20,627)
(37,915)
(38,548)
Capital Expenditures, Net of Capital Offsets
$
4,161
$
5,208
$
29,428
$
32,554
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Liquidity and Capital Resources
We have a history of operating losses and negative operating cash flows. 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 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. Our primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers and capital expenditures (including property and equipment). Our principal uses of cash in recent periods have been funding our operations and investing in capital expenditures, including the purchase of EV chargers for installation.
DOE Loan
On December 12, 2024, Swift Borrower entered into the Guarantee Agreement with the DOE as guarantor. See Part I, Item 1, “Financial Statements — Note 8 — Long-Term Debt” for additional information. The DOE Loan is structured as a senior secured loan facility of up to $1.248 billion, consisting of $1.05 billion of principal and up to $193 million of capitalized interest. The DOE Loan provides that Swift Borrower may draw on the DOE Loan, each such draw, an Advance, at any time during the Availability Period. Advances under the DOE Loan are subject to the satisfaction of customary conditions, including certification of compliance with the loan documents and specified legal requirements and the ongoing accuracy of representations and warranties. 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. 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. At the closing of the DOE Loan, we contributed 1,594 DC Stalls from our existing public network to Swift Borrower as collateral and we may be required to contribute additional DC Stalls or cash to Swift Borrower from time to time. We, through our subsidiary, EVgo Services, will provide charge point operator services to Swift Borrower for the duration of the DOE Loan. Cash received from revenues generated from the contributed DC Stalls is restricted to ensure that we have sufficient funds to keep the contributed stations operational and make our required debt service and fee payments.
The DOE Loan matures on January 7, 2042. Beginning on March 15, 2030 and March 15, 2032, Swift Borrower will be required to make quarterly payments of interest and principal, respectively, to the FFB. Interest rates are fixed at the applicable long-dated U.S. Treasury rate plus a combined liquidity spread and risk-based charge of approximately 1.2% in the aggregate, and accrued interest is capitalized until the end of the Availability Period. Subject to certain conditions, including the existence of no events of default, Swift Borrower may voluntarily prepay any or all of the principal outstanding under the DOE Loan. Additionally, in the event of a Mandatory Prepayment Event (as defined in the Guarantee Agreement), Swift Borrower shall be required to prepay certain amounts outstanding under the DOE Loan. Swift Borrower’s obligations to the DOE and FFB under the DOE Loan are secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of Swift Borrower and the equity interests of Swift Borrower.
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Credit Agreement
On July 23, 2025, Voyager Borrower entered into the Credit Agreement. The Credit Agreement provides for a term facility of up to $300 million, consisting of (i) the Commitment and (ii) the Incremental Commitment. 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 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. The Loans are expected to support more than 1,900 stalls nationwide, 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. 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 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.
30C Credits
The Company has historically benefitted from the availability of 30C income tax credits, which effectively subsidizes the cost of placing our charging stations in service. 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 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
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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. Our obligations under the Purchase Order are take-or-pay obligations; however, our liability is capped at a maximum of the greater of $30.0 million or 50% of the value of any outstanding firm orders. We entered into the Delta Charger Supply Agreement and Purchase Order in order to meet our obligations under the Pilot Infrastructure Agreement, other potential contractual commitments and our own needs and we intend to fund the capital expenditure required under the Delta Charger Supply Agreement and Purchase Order with proceeds from the Pilot Infrastructure Agreement as well as cash, cash equivalents and restricted cash on hand.
Tax Receivable Agreement
The term of the Tax Receivable Agreement commenced upon the completion of the CRIS Business Combination and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired and all required payments are made, unless the Tax Receivable Agreement is terminated early (including upon a change of control). The actual timing and amount of any payments that may be made under the Tax Receivable Agreement are unknown at this time and will vary based on a number of factors. However, the Company Group expects that the payments that it will be required to make to TRA Holders in connection with the Tax Receivable Agreement will be substantial. Any payments made by the Company Group to TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to us or EVgo OpCo. To the extent EVgo OpCo has available cash and subject to the terms of any current or future debt or other agreements, the EVgo OpCo A&R LLC Agreement will require EVgo OpCo to make pro rata cash distributions to holders of EVgo OpCo Units, including Thunder Sub, in an amount sufficient to allow the Company Group to pay its taxes and to make payments under the Tax Receivable Agreement. We generally expect EVgo OpCo to fund such distributions out of available cash. However, except in cases where the Company Group elects to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other changes of control, or the Company Group has available cash but fails to make payments when due, generally the Company Group may elect to defer payments due under the Tax Receivable Agreement if it does not have available cash to satisfy its payment obligations under the Tax Receivable Agreement or if its contractual obligations limit its ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest at the rate provided for in the Tax Receivable Agreement and such interest may significantly exceed the Company Group’s other costs of capital. In certain circumstances (including an early termination of the Tax Receivable Agreement due to a change of control or otherwise), payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, the Company Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement. In the case of such an acceleration in connection with a change of control, where applicable, we generally expect the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control transaction giving rise to such acceleration, which could have a significant impact on our ability to consummate a change of control or the proceeds received by our stockholders in connection with a change of control. However, the Company Group may be required to fund such payment from other sources and, as a result, any early termination of the Tax Receivable Agreement could have a substantial negative impact on our liquidity or financial condition.
Cash Flows
The following table summarizes our consolidated cash flows:
Nine Months Ended September 30,
(in thousands)
2025
2024
Cash flows (used in) provided by operating activities
$
(18,985)
$
5,575
Cash flows used in investing activities
(67,319)
(70,868)
Cash flows provided by financing activities
166,926
9,553
Net increase (decrease) in cash, cash equivalents and restricted cash
$
80,622
$
(55,740)
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Operating Activities
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 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 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 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 our debt agreements, and future financing or cash flows from operations.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities. Management bases these estimates on our historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results experienced may vary materially and adversely from our estimates. Revisions to estimates are recognized prospectively. See Part I, Item 1, “ Financial Statements — Note 2 — Summary of Significant Accounting Policies” for additional description of the significant accounting policies that have been followed in preparing our condensed consolidated financial statements.
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The accounting policy described below is considered to be the most critical to an understanding of our financial condition and results of operations and that require the most complex and subjective management judgment. We consider our critical accounting estimates to be those related to our revenue recognition, which is described below .
Revenue Recognition
We have elected not to use the practical expedient that allows you to combine non-lease components from lease components, which provide the customer with the right to use an identified asset, in the measurement of liabilities for all asset classes. The right to use an underlying asset is a separate lease component if (1) the lessee can benefit from the right to use the underlying asset either on its own or together with other resources that are readily available, and (2) the right to use the underlying asset is neither highly dependent on nor highly interrelated with other rights to use other underlying assets in the arrangement. We recognize revenue from lease components of lease contracts in accordance with ASC 842, Leases , and non-lease components of lease contracts and customer contracts in accordance with ASC 606, Revenue from Contracts with Customers . Contract consideration for lease contracts is generally allocated between non-lease and lease components based on the relative SSP.
Lease Accounting
As a lessor, we enter into agreements to lease charging equipment, charging stations and other technical installations to third parties. At the inception of a lease contract, we determine whether it is an operating, sales-type or direct financing lease. The leases generally provide for fixed monthly payments and sometimes include provisions for contingent variable rent. Fixed payments received under lease agreements for lease components of operating leases are recognized on a straight-line basis over the lease term and are reported in ancillary revenue in the condensed consolidated statements of operations.
Income (loss) on sales associated with sales-type leases are recognized when control of the underlying asset is transferred to the lessee (“commencement date”) and collection of the lease payments is considered probable. The income (loss) on sale is calculated as (1) the fair value of the underlying asset (or the sum of the lease receivables and any prepaid lease payments by lessee, if lower) (“sales price”); minus (2) the carrying amount of the underlying asset net of any unguaranteed residual asset; minus (3) any deferred initial direct costs of the lessor (2 and 3 are collectively referred to as the “cost of sales”). The sales price is reported in ancillary revenue and the cost of sales is reported in other cost of sales in the condensed consolidated statements of operations.
If collectibility of the financing receivables is not considered probable at the commencement date, we will not derecognize the underlying asset but will recognize lease payments received, including variable lease payments, as a deposit liability until the earlier of either of the following: (a) collectibility of the lease payments, plus any amount necessary to satisfy a residual value guarantee provided by the lessee, becomes probable; or (b) either of the following events occurs: (i) the contract has been terminated and the lease payments received from the lessee are nonrefundable; or (ii) we have repossessed the underlying asset, we have no further obligation under the contract to the lessee, and the lease payments received from the lessee are nonrefundable. We will then derecognize the carrying amount of the underlying asset, derecognize the carrying amount of any deposit liability recognized, recognize a net investment in the lease on the basis of the remaining lease payments and remaining lease term, using the rate implicit in the lease determined at the commencement date, and recognize the income (loss) on sale.
If collectibility of the financing receivables is considered probable at the commencement date, any subsequent deterioration in the lessee’s credit quality would require that the net investment in lease be subject to an impairment analysis, which may result in recording an impairment charge.
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Non-Lease Accounting
Recording revenue may require judgment, including determining whether an arrangement includes multiple performance obligations, whether any of those obligations are distinct and cannot be combined and allocation of the transaction price to each performance obligation based on the relative SSP. 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.
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. We exercise judgment in determining which promises in a contract constitute performance obligations rather than set-up activities. We determine which activities under a contract transfer a good or service to a customer rather than activities that are required to fulfill a contract but do not transfer control of a good or service to the customer. Determining whether obligations in a contract are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment. In reaching our conclusion, we assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated which may require judgment based on the facts and circumstances of the contract. We do not disclose the transaction price allocated to remaining performance obligations for (i) contracts for which we recognize revenue at the amount to which it has the right to invoice and (ii) contracts with variable consideration allocated entirely to a single performance obligation. Our remaining performance obligations under these contracts include providing charging services, branding services, and maintenance services, which will generally be recognized over the contract term. Our customer contracts may include variable consideration such as that due to the unknown number of users that will receive charging credits or an unknown number of sites that will receive maintenance services. For such variable consideration, we have determined it is not necessary to estimate variable consideration as the uncertainty resolves itself monthly in accordance with the contracts’ revenue recognition pattern. The timing and amount of revenue recognition in a period could vary if different judgments were made. We may also estimate variable consideration under the expected value method or the most likely amount method.
Additionally, where there are multiple performance obligations, judgment is required to determine revenue for each distinct performance obligation. Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgment to appropriately determine the suitable method for estimating the SSP. We determine SSP using observable pricing when available, which takes into consideration market conditions and customer specific factors.
At contract inception, we determine whether we satisfy the performance obligation over time or at a point in time. Revenues from charging — OEM are primarily recognized ratably over time or as fee-bearing usage occurs. Revenues from charging — retail, charging — commercial and LCFS are usage-based services and recognized over time or at a point in time upon the delivery of the charging products or services. eXtend and ancillary revenues are recognized over time based on a time-based or cost-based approach or at a point in time as performance obligations are satisfied.
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 nine months ended September 30, 2025 and 2024.
JOBS Act
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
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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. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
As an EGC, we are not required to, among other things, (a) provide an auditor’s attestation report on our system of internal control over financial reporting, (b) provide all of the compensation disclosure that may be required of non-EGC public companies, (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (d) disclose comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the Initial Public Offering or until we otherwise no longer qualify as an EGC.
Additionally, following the CRIS Business Combination, we qualified as an SRC as defined under the Exchange Act. As of June 30, 2025, the market value of shares of our common stock held by non-affiliates was more than $250 million, and our annual revenue during the most recently completed fiscal year was more than $100 million. Thus, as of July 1, 2025, we no longer qualified as an SRC. However, we expect to continue to rely on exemptions from certain disclosure requirements that are available to SRCs through the Annual Report on Form 10-K for the year ending December 31, 2025, consistent with the SEC’s rules and related guidance under the Exchange Act.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are relying on the scaled disclosure requirements available to SRCs. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item 3.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.