What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-09 compared with 2025-03-06 · 189 added, 252 removed, 278 unchanged (61% of the section changed)

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We are one of the nation’s leading public EV fast charging providers.

With more than 1,100 fast charging stations across over 40 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.

With more than 1,200 fast charging stations across 47 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.

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● Charging Revenue, OEM:

We are a pioneer in 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 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.

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.

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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 marketing activities, branding, memberships, reservations and the expiration of unused charging credits.

Marketing activities are recognized at a point in time as the services are performed and measurement is based on amounts spent.

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 straightline 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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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.

We also provide grant application support and related services to our eXtend customers.

● 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 product, we develop, build, and service charging assets for fleets either at their own depot locations or at off-site charging hubs that we have secured without requiring a fleet to directly incur capital expenditures.

In addition to offering access to the EVgo Public Network, we offer dedicated charging solutions to autonomous vehicle and other fleets.

Through our dedicated fleet product, we develop, build, and service charging assets for fleets either at their own depot locations or at off-site charging hubs that we have secured.

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 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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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, the sale of data services and consumer retail services.

We also offer network services to OEM customers, including branding, memberships and marketing.

In addition, we generate ancillary revenue through services provided to dedicated fleets, which includes both operating and sales-type lease structures, the sale of data services and consumer retail services.

We also offer network services to OEM customers, including branding 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 .

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Depreciation, amortization and accretion consists of depreciation related to our property, equipment and software not associated with charging equipment and, therefore, not included in the depreciation, net of capital-build amortization expenses recorded in cost of sales.

This also includes amortization of our intangible assets and accretion related to our asset retirement obligations.

This also includes amortization of intangible assets and accretion related to our asset retirement obligations.

Operating Profit (Loss) and Operating Margin.

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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, and is presented net of amounts capitalized to property and equipment.

Interest Income.

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

Interest income consists primarily of interest earned on cash, cash equivalents and restricted cash .

Change in Fair Values of Warrant and Earnout Liabilities.

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For the year ended December 31, 2025, our provision for income taxes included a $5.2 million net income tax benefit resulting from the transfer of EVgo OpCo’s 2024 30C income tax credits.

For the year ended December 31, 2023, our provision for income taxes and effective tax rate were deemed to be de minimis.

For the year ended December 31, 2024, our provision for income taxes included a $2.4 million net income tax benefit resulting from the transfer of EVgo OpCo’s 2023 30C income tax credits.

As of December 31, 2025 and 2024, we maintained a full valuation allowance on our net deferred tax assets.

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We typically monitor GWh sales by three components:

business line, customer

and customer type.

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.

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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 years ended 1

Network throughput (GWh) on the EVgo Public Network for the years ended

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

1 During the year ended December 31, 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.

Factors Affecting Our Operating Results

We believe our performance and future success depends on a number of factors, including those discussed below and in Part I, Item 1A, “Risk Factors .”

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.

Our revenue growth is partly dependent on 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;

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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 results may be materially and adversely affected.

In addition, macroeconomic factors could impact demand for EVs, particularly since the sales price of EVs for certain body types can be more expensive than traditional gasoline-powered vehicles.

If the market for EVs does not develop as expected or if there is any unexpected slowdown or delay in overall adoption of EVs, our business, financial condition and results of operations results may be materially and adversely affected.

Electrification of Fleets

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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.

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.

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Geopolitical and Macroeconomic Environment

The current administration may initiate a series of new policies including but not limited to global trade, tax law and environmental policy which may impact our business.

During the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors, such as the conflict between Russia and Ukraine and the conflict between Israel and the broader Middle East region, 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, recent inflationary pressures have resulted in and may continue to result in increases to the costs of charging equipment and personnel, which could in turn cause capital expenditures and operating costs to rise.

Notwithstanding the current easing of inflation and general improvement in the macroeconomic environment, we remain vigilant of factors that may have the effects of raising the cost of capital and depressing economic growth.

The current economic environment remains uncertain, and the extent to which our operating and financial results for future periods will be impacted by the conflicts in Ukraine, Israel and the broader Middle East region, rates of inflation, foreign trade or changes in restrictions on trade between the U.S.

and other countries, instability in the financial services sector, supply-chain disruptions, government 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 administration has initiated, and may continue to initiate, a series of new policies including but not limited to tariffs and global trade initiatives, tax law 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 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 effects of raising the cost of capital and depressing economic growth.

For additional information, see Part I, Item 1A “Risk Factors - Continuing or worsening inflationary pressures and associated changes in monetary policy, or changes to trade policy, including tariff and customs regulation, may result in increases to the cost of our charging equipment, other goods, services and personnel, which in turn could cause capital expenditures and operating costs to rise.”

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 and tensions in the Middle East region, rates of inflation, instability in the financial services sector, supply-chain disruptions, government implementation of tariffs and other changes in restrictions on trade and efforts to reduce inflation and any recession will largely depend on future developments, which are highly uncertain and cannot be reasonably estimated at this time.

In addition, continued long lead times of grid equipment such as transformers may impact our development cycle.

We continue to actively monitor for any proposals related to tariffs that may impact our business.

Government Mandates, Incentives and Programs

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, such as payments for regulatory credits.

These governmental rebates, tax credits and other financial incentives lower the effective price of EVs and EV charging stations.

However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced or terminated as a matter of regulatory or legislative policy.

For example, legislative or regulatory actions under the current administration and 119 th Congress, could impact the availability or value of these incentives or reduce access to such low-cost grant funding.

Any reduction in grant programs, tax credits, or other financial incentives available to EVs or EV charging stations could negatively affect the EV market and adversely impact our business operations and expansion potential.

In addition, there is no assurance that we will have the necessary tax attributes to utilize any such credits that are available and may not be able to monetize such credits on favorable terms.

Further, certain features of EVgo OpCo’s ownership may limit the available tax credit that can be monetized or utilized.

See Part I, Item 1A, “Risk Factors — Risks Related to the EV Market — The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations.

The reduction, modification or elimination of such benefits could materially and adversely affect our business, financial condition and results of operations.” for further discussion.

Government EV Initiatives

promote EV adoption and related EV charging infrastructure.

See Part I, Item 1 “ Business – Market Overview .” However, tax incentives may expire, grant programs will end when the allocated funding from the IIJA is exhausted or may be impacted as a matter of potential change in regulatory or legislative policy.

Legislative or regulatory actions under the current administration or 119 th Congress, if pursued, could impact the availability or value of these incentives.

Further, the impact of the IRA and other government EV initiatives, including regulatory requirements and restrictions that may impact our ability and our competitors’ ability to take advantage of such initiatives, cannot be known with any certainty at this time, and we may not reap any or all of the expected benefits of the IRA or the IIJA if material changes are made to these laws or the regulations issued thereunder, which could negatively affect the EV market and adversely impact our business operations and expansion potential.

federal government and some state and local governments provide incentives to EV charging station owners in the form of rebates, tax credits, low-cost funding and other financial incentives, such as payments for regulatory credits.

Several governmental entities offer incentives to offset vehicle purchases as well.

These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV charging stations.

However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced or terminated as a matter of regulatory or legislative policy, which if pursued, could impact the availability or value of these grants and/or tax provisions.

Any reduction in rebates, tax credits or other financial incentives available to EVs or EV charging stations could negatively affect the EV market and adversely impact our business operations and expansion potential.

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 consolidated financial statements , even when considering the sunset of the 30C income tax credit for EV charging to take place on June 30, 2026 as a result of its passage.

See Part I, Item 1 “ Business – Market Overview .” Additional legislative or regulatory actions under the current administration or 119 th Congress, if pursued, could impact the availability or value of these incentives.

Further, the impact government EV initiatives, including regulatory requirements and restrictions that may impact our ability and our competitors’ ability to take advantage of such initiatives, cannot be known with any certainty at this time, and we may not reap any or all of the expected benefits of these initiatives if material changes are made to these laws or the regulations, which could negatively affect the EV market and adversely impact our business operations and expansion potential .

In addition, a number of states offer various rebates, grants and tax credits to incentivize both EV and EVSE purchases.

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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 and our maintenance costs could increase, which could materially and adversely affect our business, financial condition and results of operations.

Our ability to continue to integrate our technology stack with technological advances in the wider EV ecosystem including EV model characteristics, charging standards, charging hardware, software and battery chemistries and value-added customer services will determine our sustained competitiveness in offering charging services.

There is a risk that some or all of the components of the EV technology ecosystem will become obsolete and that we will be required to make significant investments to continue to effectively operate our business.

For example, SAE International, a standards-developing organization for automotive engineering professionals, is currently working on finalizing the SAE J3400 industry standard.

We have begun adding NACS connectors to our fast charging network;

however, continuing to integrate NACS connectors in future charger installations and on certain existing chargers will require investment and management attention.

For example, SAE International, a standards-developing organization for automotive engineering professionals, recently approved the SAE J3400 in dustry standard (also know 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 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 .

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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.

We currently sell these credits at 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.

The sale of these credits is based on market prices.

credits are exposed to various market and supply and demand dynamics which can drive price volatility and which are difficult to predict.

Price fluctuations in credits may have a material effect on future results of operations.

The availability of such credits depends on continued governmental support for these programs.

If these programs are modified, reduced or eliminated, our ability to generate this revenue in the future would be adversely impacted.

In November 2024, the CARB voted to approve enhancements to its LCFS program.

Given a technicality, however, CARB must resubmit the final regulations to the Office of Administrative Law before they may fully take effect.

New Mexico also became the fourth state to promulgate a Clean Fuels Standard in 2024.

We are monitoring proposed new Clean Fuels programs in a number of states during the 2025 legislative session.

If these programs are modified, reduced or el iminated, 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 .

We believe that EV charging is subject to seasonality related to driving, travel and economic activity that impacts demand for charging.

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Our rideshare drivers also typically experience lower activity levels in the first quarter.

The exact impact that these underlying trends have on charging demand has been difficult to discern given the growth in throughput and utilization that we have experienced over the past several years.

Lastly, we experience seasonality in our electric costs as many electric utilities charge higher rates in the summer (typically defined as a four-month period starting in June), than the rest of the year.

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Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

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

The table below presents our results of operations:

Year Ended December 31,

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Operating loss

Interest income, net

Other income (expense)

Interest expense¹

Interest income¹

Other expense, net

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Total other income, net

Loss before income tax benefit (expense)

Income tax benefit (expense)

Loss before income tax benefit

Income tax benefit

net loss attributable to redeemable noncontrolling interest

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* 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.

¹ In 2025, we determined that interest expense, which was previously classified within interest income, net, should be separately presented.

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

Total revenue for the year ended December 31, 2025 increased $127.3 million, or 50%, to $384.1 million compared to $256.8 million for the year ended December 31, 2024.

As further discussed below, the increase in revenue during 2024 was primarily due to a $50.9 million increase in retail charging revenue, a $15.7 million increase in commercial charging revenue, a $14.3 million increase in eXtend revenue, and a $10.4 million increase in OEM charging revenue.

As further discussed below, the increase in revenue was primarily due to a $37.2 million increase in retail charging revenue, a $34.7 million increase in ancillary revenue, a $29.9 million increase in eXtend revenue, a $10.6 million increase in OEM charging revenue, and an $8.1 million increase in commercial charging revenue.

Charging Revenue, Retail.

Charging revenue, retail, for the year ended December 31, 2025 increased $37.2 million, or 39%, to $133.9 million compared to $96.7 million for the year ended December 31, 2024.

Year-over-year growth was primarily due to an overall increase in throughput driven primarily by increased charging volume from a greater number of customers and more throughput per customer.

Year-over-year growth was primarily due to an overall increase in throughput, driven by an increased number of charging stalls and increased charging volume from a greater number of customers, and, to a lesser extent, price increases.

Charging Revenue, Commercial.

Charging revenue, commercial, for the year ended December 31, 2025 increased $8.1 million, or 30%, to $34.8 million compared to $26.7 million for the year ended December 31, 2024.

Year-over-year growth was primarily due to higher charging volumes by the Company’s public fleet customers.

Year-over-year growth was primarily due to an increased number of charging stalls and higher charging volumes by the Company’s public fleet customers.

Charging Revenue, OEM.

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Regulatory credit sales for the year ended December 31, 2025 increased $1.2 million, or 13%, to $10.2 million compared to $9.0 million for the year ended December 31, 2024.

The increase was primarily due to increased throughput resulting in additional credit generation, partially offset by a decrease in market prices.

The increase was due to growing throughput, primarily in California, resulting in additional credit generation and sales, partially offset by a decrease in market prices.

Network Revenue, OEM.

Network revenue, OEM, for the year ended December 31, 2025 increased $5.6 million, or 72%, to $13.4 million compared to $7.8 million for the year ended December 31, 2024.

The year-over-year increase was primarily due to increased branding and marketing activities.

The year-over-year increase was primarily due to increased breakage realized related to a charging credit program and increased branding revenue.

eXtend Revenue.

eXtend revenue for the year ended December 31, 2025 increased $29.9 million, or 34%, to $116.5 million compared to $86.6 million for the year ended December 31, 2024.

The increase was primarily due an increase in construction projects in process or completed compared to the same prior year period, which was partially offset by a decrease in equipment sales.

The increase was primarily due to a $21.7 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 $4.4 million increase in hardware revenue, a $1.9 million increase in operating and maintenance revenue, and a $1.5 million increase in consulting revenue.

Ancillary Revenue.

Ancillary revenue for the year ended December 31, 2025 increased $34.7 million, or 239%, to $49.3 million compared to $14.5 million for the year ended December 31, 2024.

The slight increase was primarily due to increased revenue from PlugShare and other ancillary revenues, offset by decreased revenue from engineering and construction revenue and sublease income.

Ancillary revenue for the year ended December 31, 2025 included $25.9 million of revenue resulting from the close-out of a contract with a dedicated fleet customer and $5.6 million of financed sales lease revenue.

The increase was also due to a $4.6 million increase in operating lease rental revenue and a $1.0 million increase in utilization fees.

The increases were partially offset by a $0.9 million decrease in construction revenue, a $0.8 million decrease in hardware revenue, and a $0.6 million decrease in sublease income.

Cost of Sales

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Charging network cost of sales for the year ended December 31, 2025 increased $35.5 million, or 37%, to $132.6 million compared to $97.1 million for the year ended December 31, 2024.

The increase was primarily due to a $30.4 million increase in usage-related energy costs resulting from increased throughput and an $11.8 million increase in non-energy site lease and maintenance costs.

The increase in charging network cost was primarily due to a $20.8 million increase in energy costs resulting from increased throughput and a

$14.7 million increase in non-energy costs, primarily related to increased maintenance activity and, to a lesser extent, increased costs due to the growth of our network.

Other cost of sales for the year ended December 31, 2025 increased $26.9 million, or 32%, to $111.3 million compared to $84.4 million for the year ended December 31, 2024.

The increase was primarily due to a $17.8 million increase in costs to support eXtend revenue and a $2.9 million increase in costs to support dedicated fleets, partially offset by a $0.8 million decrease in costs to support other ancillary revenue.

The increase in other cost of sales was primarily due to a $24.8 million increase in costs to support the increase in eXtend revenue and $2.8 million of costs related to the financed sales lease revenue.

Depreciation, Net of Capital-Build Amortization.

Depreciation, net of capital-build amortization, for the year ended December 31, 2025 increased $13.5 million, or 29%, to $59.4 million compared to $46.0 million for the year ended December 31, 2024 due to the growth of our charging network.

Gross Profit (Loss) and Gross Margin

Gross profit for the year ended December 31, 2024 improved $19.7 million, or 202%, to $29.4 million compared to $9.7 million for the year ended December 31, 2023 primarily due to improved gross profit of $39.2 million from the charging network, partially offset by $14.1 million in increased depreciation, net of capital-build amortization and $3.5 million in decreased gross profit from eXtend.

Gross margin for the year ended December 31, 2024 improved to 11.4% compared to 6.0% for the year ended December 31, 2023 primarily due to a 12.0% impact from improved leveraging of charging station costs, resulting in higher gross margin on charging network revenue, partially offset by a 4.5% impact from eXtend driven by increased revenue from lower-margin construction services .

Gross Profit and Gross Margin

Gross profit for the year ended December 31, 2025 increased $51.4 million, or 175%, to $80.8 million compared to $29.4 million for the year ended December 31, 2024 primarily due to the $25.9 million of revenue resulting from the close-out of a contract with a dedicated fleet customer in 2025 combined with a $27.2 million improvement in charging network gross profit.

Gross margin for the years ended December 31, 2025 and 2024 was 21.0% and 11.4%, respectively.

Operating Expenses

General and Administrative Expenses.

General and administrative expenses for the year ended December 31, 2024 decreased $1.9 million, or 1%, to $141.1 million compared to $143.0 million for the year ended December 31, 2023.

The decrease was primarily driven by a $3.9 million decrease in impairment expenses due to a decrease in abandoned projects, partially offset by a $1.4 million increase in legal and professional services primarily related to our secondary offering that closed on December 18, 2024 and increased compliance costs related to the DOE Loan, and a $0.8 million increase in software-related expenses.

General and administrative expenses for the year ended December 31, 2025 increased $35.7 million, or 25%, to $176.9 million compared to $141.1 million for the year ended December 31, 2024.

The increase was primarily driven by a $14.5 million increase in payroll costs due to an increase in headcount, a $6.1 million increase in impairment expense, a $5.1 million increase in bad debt expense primarily related to increased loss rates on credit card transactions, a $3.2 million increase in software costs, a $1.7 million increase in marketing and advertising expenses, and a $1.2 million increase in legal and professional service fees compared to the same prior-year period.

Depreciation, Amortization and Accretion.

Depreciation, amortization and accretion expenses for the year ended December 31, 2025 decreased $5.2 million, or 26%, to $14.6 million compared to $19.8 million for the year ended December 31, 2024.

The decrease was primarily due to $1.4 million in decreased amortization related to intangible assets and a $0.5 million decrease in accretion, partially offset by a $1.5 million increase in amortization of software.

The decrease was primarily due to $3.9 million in decreased amortization related to intangible assets and $1.9 million in decreased amortization related to software, which were partially offset by a $0.7 million increase in accretion.

Operating Loss and Operating Margin

During the year ended December 31, 2025, we had an operating loss of $110.7 million, an improvement of $20.9 million, or 16%, compared to an operating loss of $131.6 million for the year ended December 31, 2024.

Operating margin for the year ended December 31, 2023 was negative 51.2% compared to negative 95.3% for the year ended December 31, 2023 primarily due to improved leveraging of operating expenses and improved gross margins.

Interest Income, Net

Interest income, net for the year ended December 31, 2024 decreased $2.3 million, or 23%, to $7.5 million compared to $9.8 million for the year ended December 31, 2023.

The decrease was a result of less cash and cash equivalents held in a high-interest rate account by the Company, partially offset by increased interest rates during the year ended December 31, 2024 compared to the prior year.

Operating margin for the year ended December 31, 2025 was negative 28.8% compared to negative 51.2% for the year ended December 31, 2024 primarily due to improved gross margins and improved leveraging of operating expenses.

Interest Expense

Interest expense incurred related to the DOE Loan and Credit Agreement, which is presented net of amounts capitalized to property and equipment, for the year ended December 31, 2025 was $6.1 million.

Interest expense was de minimis during the year ended December 31, 2024 as we had no long-term debt outstanding prior to 2025.

Interest Income

Interest income for the year ended December 31, 2025 decreased $0.6 million, or 8%, to $7.0 million compared to $7.6 million for the year ended December 31, 2024.

The decrease was a result of lower interest rates on our interest-bearing accounts.

Other Expense, Net

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Changes in Fair Values of Earnout and Warrant Liabilities

The changes in fair values of earnout and warrant liabilities for the year ended December 31, 2024 were losses of $0.3 million and $4.6 million, respectively, compared to gains of $1.1 million and $7.2 million, respectively, for the year ended December 31, 2023.

The change between years was primarily due to an increase in the fair value of the warrant and earnout liabilities during the year ended December 31, 2024 compared to the prior year.

For year ended December 31, 2025, there was a $9.3 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $4.9 million loss for the year ended December 31, 2024.

The change was due to a decrease in the fair value of the warrant and earnout liabilities during the year ended December 31, 2025 compared to the prior year.

See Part II, Item 8, “Consolidated Financial Statements and Supplementary Data — Note 12 — Fair Value Measurements ” for more information.

Income Tax Benefit (Expense)

For the year ended December 31, 2024, income tax benefit was $2.3 million compared to a de minimis income tax expense during the year ended December 31, 2023 .

The income tax benefit was due to the benefit realized from the net proceeds received from the transfer of EVgo OpCo’s 2023 30C income tax credits.

Net loss for the year ended December 31, 2024 was $126.7 million compared to $135.5 million for the year ended December 31, 2023.

The decreased loss was primarily due to a $21.8 million decrease in operating loss partially offset by a $13.1 million loss from the change in the fair values of the earnout and warrant liabilities and a $2.3 million decrease in interest income, net.

Non-GAAP Financial Measures

This Annual 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 management believes 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 income, (v) interest expense, and (vi) income tax expense.

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 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 management believes 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.

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

Year Ended December 31,

(dollars in thousands)

GAAP total charging network revenue 1

GAAP charging network cost of sales 1

Charging Network Gross Profit

Charging Network Gross Margin

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.

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

Year Ended December 31,

(dollars in thousands)

GAAP cost of sales

GAAP gross profit

GAAP cost of sales as a percentage of revenue

GAAP gross margin

Depreciation, net of capital-build amortization

Share-based compensation

Total adjustments

Adjusted Cost of Sales

Adjusted Cost of Sales as a Percentage of Revenue

Adjusted Gross Profit

Adjusted Gross Margin

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:

Year Ended December 31,

(dollars in thousands)

GAAP general and administrative expenses

GAAP general and administrative expenses as a percentage of revenue

Share-based compensation

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

Bad debt expense (recoveries)

Total adjustments

Adjusted General and Administrative Expenses

Adjusted General and Administrative Expenses as a Percentage of Revenue

For the year ended December 31, 2024, comprised primarily of costs related to the secondary offering, which closed on December 18, 2024 and costs related to the reorganization of our resources previously announced by us on January 17, 2024.

For the year ended December 31, 2023, comprised primarily of costs related to the reorganization of our resources previously announced by us on February 23, 2023, the petition filed by us in the Delaware Court of Chancery in February 2023 seeking validation of our charter and share structure (the “205 Petition”), and employee retention tax credits (“ERCs”) earned under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

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

Year Ended December 31,

(dollars in thousands)

GAAP net loss

GAAP net loss margin

Depreciation, net of capital-build amortization

Interest income, net

Income tax (benefit) expense

EBITDA Margin

Share-based compensation

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

Loss on investments

Bad debt expense (recoveries)

Change in fair value of earnout liability

Change in fair value of warrant liabilities

Total adjustments

Adjusted EBITDA

Adjusted EBITDA Margin

For the year ended December 31, 2023, comprised primarily of costs related to the reorganization of our resources previously announced by us on February 23, 2023, the 205 petition, and ERCs earned under the CARES Act.

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

Year Ended December 31,

(dollars in thousands)

GAAP capital expenditures

Less capital offsets:

OEM infrastructure payments

Proceeds from capital-build funding

Proceeds from transfer of 30C income tax credits, net

Total capital offsets

Capital Expenditures, Net of Capital Offsets

Income Tax Benefit

For the year ended December 31, 2025, income tax benefit was $5.1 million compared to $2.3 million during the year ended December 31, 2024 .

The income tax benefit for the years ended December 31, 2025 and 2024 was due to the benefit realized from the net proceeds received from the transfer of EVgo OpCo’s 2024 and 2023 30C income tax credits, respectively.

As of December 31, 2025 and 2024, we maintained a full valuation allowance on our net deferred tax assets.

Net Loss Attributable to Class A Common Stockholders

Net loss attributable to Class A common stockholders for the year ended December 31, 2025 was $41.6 million compared to $44.3 million for the year ended December 31, 2024.

The decrease was primarily driven by a $20.9 million decrease in operating loss, a $14.2 million net gain from the change in the fair values of the earnout and warrant liabilities, and a $2.8 million increase in income tax benefit, which were partially offset by a $28.5 million decrease in net loss attributable to redeemable noncontrolling interest as a result of their decreased ownership percentage impacted by the redemption of OpCo Units, which occurred in December 2024, and a $6.1 million increase in interest expense.

Liquidity and Capital Resources

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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 outflow for the year ended December 31, 2024 was $88.6 million.

Our net cash inflow for the year ended December 31, 2025 was $90.2 million.

We believe our cash, cash equivalents and restricted cash on hand as of December 31, 2025 is sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months from the filing date of this Annual Report.

To date, our primary sources of liquidity have been cash flows from the CRIS Business Combination, revenues from its various revenue streams, government grants, proceeds from the transfer of 30C income tax credits, proceeds from sales of our Class A common stock, including under the ATM Program and an underwritten equity offering, and loans and equity contributions from its previous owners.

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 in come 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 .

On December 12, 2024, the Borrower entered into the Guarantee Agreement with the DOE as guarantor.

Pursuant to the Guarantee Agreement, the DOE agreed to issue a loan guarantee on behalf of the Borrower with respect to a term loan facility, or the DOE Loan, established between the Borrower and the FFB.

The DOE Loan is made pursuant to the Title XVII Loan Guarantee Program, which permits the DOE to issue loan guarantees in connection with loans issued by the FFB to fund certain eligible projects.

The DOE Loan is structured as a senior secured loan facility of up to $1.248 billion, consisting of $1.05 billion of principal and up to $193 million of capitalized interest, subject to modification as set forth in the Guarantee Agreement.

The DOE Loan provides that the Borrower may draw on the DOE Loan, each such draw, an Advance, at any time during the Availability Period.

On Dece mber 12, 2024, Swift Borrower entered into the Guarantee Agreement with the DOE as guarantor.

The DOE Loan is structured as a senior secured loan facility of up to $1.248 billion, consisting of $1.05 billion of principal and up to $193 million of capitalized interest.

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.

The Borrower submitted its first request for an Advance of approximately $75.3 million and received such Advance in January 2025.

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.

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 the Borrower as collateral and we may be required to contribute additional DC Stalls or cash to the Borrower from time to time.

We, through our subsidiary, EVgo Services, will provide charge point operator services to the Borrower for the duration of the DOE Loan.

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, the Borrower will be required to make quarterly payments of principal and interest to the FFB.

Beginning on March 15, 2030, Swift Borrower will be required to make quarterly payments 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, the 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), the Borrower shall be required to prepay certain amounts outstanding under the DOE Loan.

The 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 the Borrower and the equity interests of the Borrower.

The Guarantee Agreement contains customary representations and warranties as well as affirmative and negative covenants (including restrictions on Borrower making distributions to affiliates).

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.

The Guarantee Agreement contains customary representations and warranties as well as affirmative and negative covenants (including restrictions on Swift Borrower making distributions to affiliates).

The Guarantee Agreement also contains customary events of default including failure to make payments when due, failure to maintain the required debt service coverage ratio, the occurrence of a Change of Control (as defined in the Guarantee Agreement) or other breaches under the Guarantee Agreement.

If an event of default occurs, the DOE has certain rights and may, among other options and in

its discretion, assess fees and penalties, enforce the collateral, and declare all amounts under the DOE Loan payable immediately in full.

If an event of default occurs, the DOE has certain rights and may, among other options and in its discretion, assess fees and penalties, enforce the collateral, and declare all amounts under the DOE Loan payable immediately in full.

As of December 31, 2025, the outstanding balance under the DOE Loan was $140.6 million, which includes $5.6 million in paid-in-kind interest.

As of December 31, 2025, Swift Borrower had $919.3 million of principal available to borrow under the DOE Loan, subject to the satisfaction of conditions contained in the Guarantee Agreement .

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

The weighted average interest rate on the outstanding amounts under the DOE Loan as of December 31, 2025 was 5.62%.

Credit Agreement.

On the Voyager Closing Date, Voyager Borrower entered into the Credit Agreement.

The Credit Agreement provides for a term facility of up to $300 million, consisting of (i) the Commitments and (ii) the Incremental Facility.

Voyager Borrower may make Borrowings under the Credit Agreement from time to 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.

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 on July 24, 2025.

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

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

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

SOFR Loans bear interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus (i) 3.25% for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 3.50% 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) 2.25% for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 2.50% for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter.

Voyager Borrower began making quarterly interest payments in the year ended December 31, 2025.

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.

As of December 31, 2025, the outstanding balance under the Loan was $65.8 million.

As of December 31, 2025, Voyager Borrower had $159.2 million of principal remaining available to borrow under the Commitments, subject to the satisfaction of customary conditions.

The weighted average interest rate on the outstanding amounts under the Credit Agreement as of December 31, 2025 was 6.92%.

30C Income Tax Credits.

The Company has historically benefited 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’s 2024 30C income tax credits for net cash proceeds of approximately $14.8 million.

Delta Charger Supply Agreement.

On July 12, 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.

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.

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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).

(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.

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Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

The following table summarizes our consolidated cash flows for the years ended December 31, 2024 and 2023:

The following table summarizes our consolidated cash flows:

Year Ended December 31,

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Cash flows provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Operating Activities .

Cash used in operating activities for the year ended December 31, 2024 was $7.3 million compared to cash used in operating activities of $37.1 million during the year ended December 31, 2023.

This year-over-year change primarily reflected a $13.8 million increase in depreciation, amortization and accretion, a $12.8 million increase in cash flows from accounts receivable, net, an $11.8 million increase in change in fair value of warrant liabilities, and an $8.8 million decrease in our net loss, partially offset by a $7.8 million decrease in share-based compensation, a $5.0 million decrease in accrued liabilities, and a $4.3 million decrease in net loss on disposal of property and equipment, net of insurance recoveries, and impairment.

Cash used in operating activities for the year ended December 31, 2025 was $7.7 million compared to $7.3 million during the year ended December 31, 2024.

This increase in cash used in operating activities of $0.5 million was primarily due to a change in net cash outflows of $44.5 million resulting from changes in our operating assets and liabilities, partially offset by a decrease in our net loss of $31.3 million, adjusted for a change in non-cash charges of $12.7 million.

The main drivers of the changes in operating assets and liabilities for the year ended December 31, 2025 were an $11.9 million increase in accrued liabilities, due primarily to higher accrued energy costs, and a $1.2 million decrease in accounts receivable, due to collections from customers outpacing new billings.

These changes were offset by a $17.2 million increase in prepaids and other current assets and other assets, due primarily to higher inventory balances for maintenance and contract assets for eXtend, a $14.0 million decrease in deferred revenue from increased amortization of revenue, and a $5.7 million increase in accounts payable.

Investing Activities .

Cash used in investing activities for the year ended December 31, 2025 was $116.7 million, compared to $94.5 million for the year ended December 31, 2024.

The decrease was primarily driven by a $64.1 million decrease in capital expenditures compared to the prior year, partially offset by $15.3 million in net proceeds received from sale-leaseback transactions during the year ended December 31, 2023.

The increase was primarily driven by a $21.9 million increase in capital expenditures compared to the prior year.

Financing Activities .

Cash provided by financing activities for the year ended December 31, 2025 was $214.6 million compared to $13.1 million for the year ended December 31, 2024.

The decrease was driven primarily by the receipt of $128.0 million in proceeds from the issuance of Class A common stock in the our underwritten equity offering and $5.8 million in proceeds from our ATM program during 2023 and an increase of $10.7 million in payments of deferred debt issuance costs, partially offset by a $5.0 million decrease in payments of deferred equity issuance costs and a $3.0 million increase in proceeds from capital-build funding during the year ended December 31, 2024 compared to the prior year.

The increase was driven primarily by $200.9 million in proceeds from long-term debt and a $2.9 million increase in contribution received from our redeemable noncontrolling interest, partially offset by a $2.3 million decrease in proceeds from capital-build funding compared to the prior year.

Working Capital .

Our working capital as of December 31, 2025 was $161.2 million, compared to $94.0 million as of December 31, 2024.

The decrease was driven primarily by a $91.4 million decrease in our cash and cash equivalents, a $13.9 million increase in deferred revenue, current, and a $2.9 million increase in accounts payable, partially offset by an $11.0 million increase in accounts receivable, net, an $8.4 million increase in accounts receivable, capital-build, and a $7.2 million increase in prepaids and other current assets.

The increase was driven primarily by an $80.0 million increase in our cash and cash equivalents and restricted cash, current, a $16.6 million increase in prepaid and other current assets, and a $5.4 million decrease in accounts payable, partially offset by a $17.0 million increase in accrued liabilities, an $8.8 million increase in deferred revenue, current, and a $7.2 million decrease in accounts receivable, net.

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 II, Item 8 , “Consolidated Financial Statements and Supplementary Data — Note 11 — Commitments and Contingencies ” and discussed below.

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 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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Revisions to estimates are recognized prospectively.

For more information See Part II, Item 8, “Consolidated Financial Statements and Supplementary Data —

Note 2 — Summary of Significant Accounting Policies ” for additional description of the significant accounting policies that have been followed in preparing our consolidated financial statements.

For more information See Part II, Item 8, “Consolidated Financial Statements and Supplementary Data — Note 2 — Summary of Significant Accounting Policies ” for additional description of the significant accounting policies that have been followed in preparing our consolidated financial statements.

The accounting policies described below are those we consider 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, business combinations and warrant liability, which are described below.

We consider our critical accounting estimates to be those related to our revenue recognition, which is described below.

Revenue Recognition

We recognize revenue in accordance with ASC 606.

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 standalone selling prices (“SSP”).

We have elected not to use the practical expedient that allows for the combination of non-lease components with 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 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 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.

If a sales-type lease is terminated before the end of the lease term, the lessor tests the net investment in the lease for impairment, reclassifies the net investment in the lease to the appropriate asset category, measured at the sum of the carrying amount of the lease receivable (less amounts still expected to be received by the lessor) and the residual asset, and accounts for the underlying asset in accordance with the relevant U.S.

GAAP standards.

If a lease agreement is replaced by a new lease agreement with a new lessee, the lessor accounts for the termination of the original lease and accounts for the new lease in the same manner as it would any other new lease.

Non-Lease Accounting .

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

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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.

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.

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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.

Impairment of Goodwill and Other Identified Intangible Assets

We have one reporting unit and we perform our annual goodwill impairment testing on October 1 each year.

In assessing the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or circumstances between annual impairment testing dates, we consider all available evidence, including (i) the

results of impairment testing from the most recent testing date (in particular, the magnitude of the excess of fair value over carrying value observed), (ii) downward revisions to internal forecasts, decreases in market multiples (and the magnitude thereof) or changes to interest rates, if any, and (iii) declines in market capitalization below book value (and the magnitude and duration of those declines), if any.

We determine fair value using the market approach, when available and appropriate, or the income approach, or a combination of both and assess the valuation methodology based upon the relevance and availability of the data at the time the valuation is performed.

If multiple valuation methodologies are used, the results are weighted appropriately.

Valuations using the market approach are derived from metrics of publicly traded companies or historically completed transactions of comparable businesses.

The selection of comparable businesses is based on the markets in which we operate, giving consideration to risk profiles, size, geography, and diversity of products and services.

A market approach is used if there are publicly traded companies that have characteristics similar to our business.

Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on the most recent views of the long-term outlook for the business.

Discount rates are derived using a capital asset pricing model and analyzing published rates for relevant industries to estimate the cost of equity financing.

The discount rates used are commensurate with the risks and uncertainty inherent in our business and in our internally developed forecasts.

Estimating the fair value of the reporting unit requires the use of significant judgments that are based on a number of factors including actual operating results, internal forecasts, market observable pricing multiples of similar businesses and comparable transactions, possible control premiums, determining the appropriate discount rate and long-term growth rate assumptions, and, if multiple approaches are being used, determining the appropriate weighting applied to each approach.

It is reasonably possible that the judgments and estimates described above could change in future periods.

We review identified intangible assets with defined useful lives and subject to amortization for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

Determining whether an impairment loss has occurred requires the use of internal forecasts to estimate future cash flows and the useful life over which these cash flows will occur.

To determine fair value, we use our internal cash flow estimates discounted at an appropriate discount rate.

Warrant Liabilities

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480 and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end-date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized in “changes in fair value of warrant liabilities” in the consolidated statements of operations.

The fair value of the Private Placement Warrants on the date of issuance and on each measurement date is estimated by reference to the trading price of the public warrants, which is considered a Level 2 fair value measurement, or using a Monte Carlo simulation methodology, which is considered a Level 3 fair value measurement and includes inputs such as our stock price, the risk-free interest rate, the expected term, the expected volatility, the dividend rate, the exercise

price and the number of Private Placement Warrants outstanding.

Assumptions used in the Monte Carlo model are subjective and require significant judgment.

Recent Accounting Pronouncements

For a discussion of our new or recently adopted accounting pronouncements, see Part II, Item 8, “Consolidated Financial Statements and Supplementary Data — Note 2 — Summary of Significant Accounting Policies ” as of and for the years ended December 31, 2025 and 2024.

Emerging Growth Company and Smaller Reporting Company Status

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.

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 have qualified as an SRC as defined under the Exchange Act.

We may continue to be an SRC so long as either (i) the market value of shares of its common stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of shares of our common stock held by non-affiliates is less than $700 million.

If we are an SRC at the time we cease to be an EGC, we may continue to rely on exemptions from certain disclosure requirements that are available to SRCs.

Specifically, as an SRC, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation and, similar to EGCs, if we are an SRC company under the requirements of (ii) above, we would not be required to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

We were previously an EGC, as defined in the JOBS Act.

Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued until such time as those standards apply to private companies.

We elected to use this extended transition period.

In providing this relief, the JOBS Act does not preclude the Company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies.

We utilized this relief until we ceased to be an EGC.

Our status as an EGC expired effective December 31, 2025, the last day of the fiscal year following the fifth anniversary of the Initial Public Offering.

As such, we are no longer eligible to use this extended transition period.

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 are continuing 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.

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-K

Item 7. Management’s Discussion and Analysis