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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-03-09 compared with 2025-03-06 · 488 added, 349 removed, 927 unchanged (47% of the section changed)

Quantitative and Qualitative Disclosures About Market Risk

We are a SRC as defined in Item 10(f)(1) of Regulation S-K.

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 7A .

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Consolidated Financial Statements:

Report of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm

( KPMG LLP , Denver, CO , PCAOB ID:

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 6, 2026 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over revenue

As discussed in Note 3 to the consolidated financial statements, the Company has multiple revenue streams.

For the year ended December 31, 2025, the Company recorded total revenue of $384.1 million, which included $133.9 million of charging, retail revenue, $34.8 million of charging, commercial revenue, $26.1 million of charging, OEM revenue, and $116.5 million of eXtend revenue.

Each revenue stream involved several information technology (IT) systems responsible for the initiation, processing and recording of revenue transactions.

The Company’s management identified material weaknesses in internal control over financial reporting.

The Company did not effectively design, implement or operate sufficient and appropriate process level control activities related to its financial reporting processes.

Additionally, the Company had ineffective general information technology controls (GITCs) for certain IT systems related to charging revenue, which resulted in a corresponding failure of automated process level controls and manual controls dependent on the accuracy and completeness of information derived from those IT systems.

We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter.

Specifically, subjective auditor judgment was required in evaluating the sufficiency of audit evidence over the retail, commercial and OEM charging and eXtend revenue streams due to the number of IT applications used in the relevant revenue processes, and the material weaknesses identified above.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over the retail, commercial and OEM charging and eXtend revenue streams, including consideration of the material weaknesses.

We developed an independent expectation of certain retail charging and commercial charging revenue and compared such expectation to the amounts recorded by the Company.

For a sample of commercial charging revenue transactions, we confirmed the amount recorded directly with the customer.

We tested certain OEM charging revenue transactions by confirming the quantity and price directly with the customer and recalculating the amount recorded.

We tested certain eXtend revenue transactions by comparing the amounts recorded to customer contracts and third-party data.

We tested other eXtend revenue transactions on a sample basis by comparing the amounts recorded to customer contracts and third-party data.

We tested certain retail charging revenue transactions by comparing amounts recorded to underlying support.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

We have served as the Company’s auditor since 2020.

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March 6, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Opinion on Internal Control Over Financial Reporting

We have audited EVgo Inc.

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated March 6, 2026 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses related to the following have been identified and included in management’s assessment:

The Company did not effectively design, implement or operate sufficient and appropriate process level control activities related to its financial reporting processes.

Additionally, the Company had ineffective general information technology controls (“GITCs”) for certain IT systems related to charging revenue, which resulted in a corresponding failure of automated process level controls and manual controls dependent on the accuracy and completeness of information derived from those IT systems.

The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the December 31, 2025 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Denver, Colorado

March 6, 2026

and Subsidiaries

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Cash and cash equivalents

Restricted cash

Restricted cash, current

Accounts receivable, net of allowance of $ 75 and $ 1,196 as of December 31, 2025 and 2024

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Total current assets

Restricted cash, noncurrent

Property, equipment and software, net

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Deferred revenue, current

Earnout liability, at fair value

Warrant liabilities, at fair value

Long-term debt, current

Other current liabilities

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Operating lease liabilities, noncurrent

Earnout liability, at fair value

Asset retirement obligations

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Deferred revenue, noncurrent

Earnout liability, at fair value

Warrant liabilities, at fair value

Long-term debt, noncurrent

Other long-term liabilities

Total liabilities

Commitments and contingencies (Note 11)

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

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(in thousands, except share data)

Commitments and contingencies (Note 11)

Redeemable noncontrolling interest

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

129,973,698 and 102,935,965 shares outstanding (excluding 718,750 shares subject to possible forfeiture) as of December 31, 2024 and 2023, respectively

134,717,984 and 129,973,698 shares issued and outstanding (excluding 718,750 shares subject to possible forfeiture) as of December 31, 2025 and 2024, respectively

Class B common stock, $ 0.0001 par value;

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

172,800,000 and 195,800,000 shares issued and outstanding as of December 31, 2024 and 2023

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

Additional paid-in capital

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Consolidated Statements of Operations

Year Ended December 31,

(in thousands, except per share data)

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Operating loss

Interest income, net

Other income (expense)

Interest expense

Interest income

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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Share-based compensation

Issuance of Class A common stock under the equity offering, net of issuance costs

Issuance of Class A common stock under the ATM, net of issuance costs

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

Redemption of Class B common stock and OpCo Units in exchange for Class A common stock

Redeemable noncontrolling interest adjustment to fair value

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

Redemption of Class B common stock and OpCo Units in exchange for Class A common stock

Shares withheld for taxes

Redeemable noncontrolling interest adjustment to fair value

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Share-based compensation

Bad debt expense

Change in fair value of earnout liability

Change in fair value of warrant liabilities

Paid-in-kind interest, amortization of deferred debt issuance costs, net of capitalized interest

Gain on sales-type lease

Write off of equity issuance costs

Changes in operating assets and liabilities

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Capital expenditures

Proceeds from sale-leaseback transactions

Proceeds from insurance for property losses

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Cash flows from financing activities

Proceeds from long-term debt

Proceeds from capital-build funding

Contribution from redeemable noncontrolling interest

Payments of withholding tax on net issuance of restricted stock units

Payments of deferred debt issuance costs

Proceeds from issuance of Class A common stock under the equity offering

Proceeds from issuance of Class A common stock under the ATM

Payments of deferred equity issuance costs

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

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

Cash, cash equivalents and restricted cash, beginning of year

Cash, cash equivalents and restricted cash, end of year

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

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Consolidated Statements of Cash Flows (continued)

Year Ended December 31,

(in thousands)

Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets

Beginning of period

Beginning of year

Cash and cash equivalents

Restricted cash

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

End of period

Restricted cash, current

Total cash, cash equivalents and restricted cash, beginning of year

Cash and cash equivalents

Restricted cash

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

Restricted cash, current

Restricted cash, noncurrent

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

Supplemental cash flow data

Interest paid

Income taxes paid

Supplemental disclosure of noncash investing and financing activities

Non-cash adjustments to redeemable noncontrolling interest

Non-cash increase in capital-build liability

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

Capital expenditures in accounts payable and accrued liabilities

Non-cash increase in capital-build

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

Non-cash increase in asset retirement obligations

Paid-in-kind interest

Property and equipment recognized upon termination of a sales-type lease

Interest capitalized to property, equipment and software

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

Share-based compensation capitalized to property, equipment and software

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On June 17, 2016, NRG sold a majority interest in EVgo Services to Vision Ridge Partners.

On January 16, 2020 (the “Holdco Merger Date”), EVgo Holdco, LLC (“EVgo Holdco”), a Delaware limited liability company and a subsidiary of LS Power Equity Partners IV, L.P.

(“LS Power”), completed an acquisition of EVgo Services LLC (“EVgo Services”), pursuant to the merger agreement (the “Holdco Merger Agreement”) among EVgo Services, its investors and EVgo Holdco, whereby EVgo Services became a wholly-owned subsidiary of EVgo Holdco, resulting in a change in control of EVgo Services (the “Holdco Merger”).

On January 16, 2020, EVgo Holdco, LLC (“EVgo Holdco”), a Delaware limited liability company and a subsidiary of LS Power Equity Partners IV, L.P.

(“LS Power”), completed an acquisition of EVgo Services pursuant to the merger agreement among EVgo Services, its investors and EVgo Holdco , whereby EVgo Services became a wholly-owned subsidiary of EVgo Holdco , resulting in a change in control of EVgo Services (the “ Holdco Merger ”).

LS Power formed EVgo Holdings , LLC (“EVgo Holdings”) and EVgo Holdco as part of the transaction.

was incorporated in Delaware on August 4, 2020 under the name Climate Change Crisis Real Impact I Acquisition Corporation (“CRIS”).

The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”).

was incorporated in Delaware on August 4, 2020 under the name “Climate Change Crisis Real Impact I Acquisition Corporation” (“CRIS”) and was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On October 2, 2020, the Company completed its initial public offering (the “Initial Public Offering”).

Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,600,000 warrants (the “Private Placement Warrants”) at $ 1.00 in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor”).

On July 1, 2021 (the “CRIS Close Date”), the Company consummated the business combination (the “CRIS Business Combination”) with CRIS, CRIS Thunder Merger LLC (“Thunder Sub”), EVgo Holdings, EVgo Holdco and EVgo OpCo, LLC (“EVgo OpCo” and together with EVgo Holdings and EVgo Holdco, the “EVgo Parties”) pursuant to the business combination agreement dated January 21, 2021 (the “Business Combination Agreement”).

Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,600,000 warrants (the “ Private Placement Warrant s”) at $ 1.00 in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor ”).

On July 1, 2021 (the “CRIS Close Date ”), the Company consummated the business combination (the “CRIS Business Combination”) with CRIS , CRIS Thunder Merger LLC (“Thunder Sub ”), EVgo Holdings, EVgo Holdco and EVgo OpCo , LLC (“EVgo OpCo” and together with EVgo Holdings and EVgo Holdco, the “EVgo Parties”) pursuant to the business combination agreement dated January 21, 2021 .

Following the CRIS Close Date , the combined company is organized in an “ Up-C ” structure in which the business of EVgo Holdco and its subsidiaries are held by EVgo OpCo and continue to operate through the subsidiaries of EVgo Holdco and in which the Company’s only direct assets consist of equity interests in Thunder Sub , and the only assets of Thunder Sub are the common units in EVgo OpCo (“EVgo OpCo Units ”).

On May 22, 2023, in connection with an underwritten equity offering, EVgo Member Holdings, LLC, an affiliate of EVgo Holdings, the Company’s controlling stockholder, purchased 5,882,352 shares of the Company’s Class A common stock at the equity offering price of $ 4.25 per share.

As the sole managing member of EVgo OpCo, Thunder Sub operates and controls all of the business and affairs of EVgo OpCo and through EVgo OpCo and its subsidiaries, conducts its business.

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Pursuant to the SPA, EVgo Inc.

and EVgo OpCo agreed to redeem from EVgo Holdings 23,000,000 units

of EVgo OpCo Units and 23,000,000 shares of EVgo Inc.’s Class B common stock, par value $ 0.0001 per share (“Class B Shares”).

In exchange for the EVgo OpCo Units and Class B Shares, EVgo Inc.

and EVgo OpCo agreed to transfer 23,000,000 newly issued shares of EVgo Inc.’s Class A common stock, par value $ 0.0001 per share (“New Class A Shares”).

The redemption was completed on December 17, 2024 (see Note 19).

On December 16, 2024, EVgo Inc.

entered into an underwriting agreement (the “Underwriting Agreement”) with J.P.

Morgan Securities LLC (“J.P.

Morgan”), Goldman Sachs & Co.

and EVgo OpCo agreed to redeem from EVgo Holdings 23,000,000 units of EVgo OpCo Units and 23,000,000 shares of EVgo Inc.’s Class B common stock, par value $ 0.0001 per share (“Class B common stock”).

In exchange for the EVgo OpCo Units and Class B common stock, EVgo Inc.

and EVgo OpCo agreed to transfer 23,000,000 newly issued shares of Class A common stock to EVgo Holdings.

In connection with the SPA, EVgo Inc.

entered into an underwriting agreement with J.P.

Morgan Securities LLC, Goldman Sachs & Co.

LLC, Morgan Stanley & Co.

LLC and Evercore Group L.L.C., as representatives of several underwriters (the “Underwriters”), and LS Affiliates, as selling stockholder, relating to an underwritten public offering (the “Secondary Offering”) of 23,000,000 Class A Shares at a public offering price of $ 5.00 per share.

Pursuant to the Underwriting Agreement, all 23,000,000 Class A Shares were sold by EVgo Holdings.

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

The Company did not receive any of the proceeds from the sale of the Class A Shares in the Secondary Offering and transaction costs totaling $ 1.0 million were expensed as incurred.

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

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

The Company did not receive any of the proceeds from the sale of the shares of Class A common stock in the Secondary Offering and transaction costs totaling $ 1.0 million were expensed as incurred.

The Secondary Offering closed on December 18, 2024.

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Basis of Presentation and Consolidation

The accompanying consolidated financial statements are presented in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the U.S.

(“GAAP ”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ ASC ”).

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Use of Estimates

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The consolidated financial statements have been prepared in accordance with U.S.

The preparation of EVgo’s consolidated financial statements requires the Company 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.

Significant estimates made by management include, but are not limited to, variable consideration estimates and stand-alone selling prices (“SSP”) for performance obligations for revenue, valuation allowances for deferred tax assets, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, and the fair value of operating lease right-of-use (“ROU”) assets and liabilities, share-based compensation, earnout liability and warrant liabilities.

Significant estimates made by management include, but are not limited to, variable consideration estimates and stand-alone selling prices (“SSP”) for performance obligations for revenue, valuation allowances for deferred tax assets, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, the fair value of operating lease right-of-use (“ROU”) assets and liabilities, share-based compensation, earnout liability and warrant liabilities, and the fair value of long-term debt.

Management bases these estimates on its historical experience and various other assumptions that it believes to be reasonable under the circumstances.

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The Company has not experienced any losses on such accounts.

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

The Company had two customers that collectively comprised 41.7 % and 45.7 % of the Company’s total net accounts receivable as of December 31, 2024 and 2023, respectively.

The Company mitigates its risk with

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

The Company had one customer that comprised 40.4 % of the Company’s total net receivables as of December 31, 2025.

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

For the years ended December 31, 2025 and 2024, one customer represented 30.2 % and 33.5 % , respectively, of total revenue.

For the year ended December 31, 2024, two vendors provided 87.9 % of EVgo’s total charging equipment.

For the year ended December 31, 2023, one vendor provided 76.9 % of EVgo’s total charging equipment.

The loss, non ‑ renewal, or material reduction in business from any such significant customer could have a material adverse effect on the Company’s revenue, results of operations, and cash flows.

In addition to customer concentration, the Company’s charging operations are geographically concentrated, which exposes the Company to region ‑ specific operational and economic risks.

For the years ended December 31, 2025 and 2024, 49.7 % and 46.7 % , respectively, of charging revenues were generated in California.

For the years ended December 31, 2025 and 2024, two vendors provided 91.4 % and 87.9 % , respectively, of EVgo’s total charging equipment.

Reclassifications

The Company has made certain reclassifications to prior period amounts to conform to the current period presentation.

During 2025, the Company made the following reclassifications:

(a) interest expense was separately presented from interest income due to the materiality of interest expense for the consolidated statements of operations;

(b) paid-in-kind interest, amortization of deferred debt issuance costs, net of capitalized interest and bad debt expense were separately presented from other operating cash flows due to the materiality for the consolidated statements of cash flows;

and (c) charging station installation costs and charging station equipment were combined into charging stations, and charging equipment was reclassified into construction in process (see Note 6).

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

Cash, Cash Equivalents and Restricted Cash

Cash and restricted cash include cash held in cash depository accounts in major banks in the U.S.

Cash and restricted cash, current and noncurrent, include cash held in cash depository accounts in major banks in the U.S.

and are stated at cost.

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

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

The Company had unused letters of credit, which were collateralized with cash classified as restricted cash on the Company's consolidated balance sheets of $ 0.4 million as of December 31, 2024, associated with the construction of its charging stations, and of $ 0.7 million as of December 31, 2023, associated with unused letters of credits related to the construction of its charging stations and one of its operating leases.

As of December 31, 2024, the Company had $ 2.8 million of restricted cash associated with a loan guarantee entered into with the U.S.

Department of Energy (“DOE”) (see Note 15).

The Company also had $ 0.1 million in restricted cash as of December 31, 2024 and 2023, related to a credit card agreement.

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

As of December 31, 2025 and 2024, the Company had $ 59.1 million (of which $ 10.2 million was noncurrent) and $ 2.8 million, respectively, of restricted cash associated with long-term debt (see Note 15).

The Company also had $ 0.2 million and $ 0.1 million in restricted cash as of December 31, 2025 and 2024, respectively, related to a credit card agreement.

Accounts Receivable and Allowance for Doubtful Accounts

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The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for doubtful accounts.

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

Other accounts receivable of $ 2.4 million and $ 2.7 million were included in accounts receivable, net, on the consolidated balance sheets as of December 31, 2024 and 2023, respectively.

After all internal attempts to collect an accounts receivable have failed, the Company places the outstanding balance with a third-party collection agency and the accounts receivable is written off against the allowance for doubtful accounts.

The Company also writes off any accounts receivables that are suspected of being related to misuse.

The allowance for doubtful accounts was $ 0.1 million and $ 1.2 million as of December 31, 2025 and 2024, respectively.

The decrease in the allowance for doubtful accounts was due to the write-

off of accounts receivable.

Unbilled contract receivables, for which performance obligations have been met, were $ 3.8 million and $ 5.8 million as of December 31, 2025 and 2024, respectively.

Deferred Equity Issuance Costs

Deferred equity issuance costs, consisting primarily of legal, accounting and filing fees relating to public offerings, are capitalized.

The deferred equity issuance costs are offset against public offering proceeds upon the effectiveness of an offering.

Deferred equity issuance costs, consisting primarily of legal, accounting and other professional fees relating to public offerings, are capitalized.

Equity issuance costs directly attributable to the offering are recorded to additional paid-in capital as a reduction of proceeds.

Deferred equity issuance costs offset additional paid-in capital on a pro rata basis as the available shares related to a shelf offering are issued.

In the event that an offering is abandoned or terminated, deferred equity issuance costs are expensed.

As of December 31, 2024 and 2023, the Company had capitalized $ 0.8 million of deferred equity issuance costs in prepaids and other current assets on the consolidated balance sheets.

As of December 31, 2025, the Company had no capitalized deferred equity issuance costs.

During the year ended December 31, 2025, the Company impaired $ 0.8 million of previously capitalized deferred equity issuance costs as a result of the expiration of the Company’s Form S-3 (File No.

333-266753), which was previously filed on August 10, 2022.

As of December 31, 2024, the Company had capitalized $ 0.8 million of deferred equity issuance costs in prepaids and other current assets on the consolidated balance sheets.

Debt Issuance Costs

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Debt issuance costs are amortized utilizing the straight-line method over the term of the debt.

Amortization of debt issuance costs, net of capitalized interest, is included in interest income, net, in the consolidated statements of operations for the year ended December 31, 2024 as the amounts are de minimis.

As of December 31, 2024, $ 23.2 million in deferred issuance costs was capitalized in connection with the DOE Loan, with annual amortization of approximately $ 1.4 million until maturity of the loan.

Amortization of debt issuance costs, net of capitalized interest, is included in interest expense in the consolidated statements of operations .

Cloud Implementation Costs

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Such costs are amortized on a straight-line basis over the term of the associated hosting arrangement plus any reasonably certain renewal period.

Any capitalized amounts related to such arrangements are recorded within prepaid expense and other current assets and within non-current assets on the consolidated balance sheets.

Any capitalized amounts related to such arrangements are recorded within prepaid expense and other current assets and within other assets on the consolidated balance sheets.

Property, Equipment and Software

Property and equipment includes charging stations and other technical installations, construction in process, and charging stations and related equipment, which are stated at cost or at fair value as of the date of acquisition less accumulated depreciation and amortization.

Property, equipment and software includes charging stations, construction in process, software, and office equipment, vehicles and other equipment, which are stated at cost or at fair value as of the date of acquisition less accumulated depreciation and amortization.

Depreciation for property, equipment and software is computed using the straight-line method over the estimated useful lives of the assets.

The estimated useful lives of the remaining assets are approximately three to seven years .

Charging equipment and charging station installation costs are depreciated when they are placed into service.

The estimated useful lives of the assets are approximately three to seven years .

Charging stations are depreciated when they are placed into service.

Construction in process consists primarily of charging equipment, charging station installation costs, and software that has not yet been placed into service and are not depreciated.

Charging equipment consists primarily of equipment and various components that have not yet been allocated to a project.

Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term.

Depreciation is reported net of the amortization of the capital-build liability.

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Once a new functionality or improvement is released, the asset is subject to depreciation.

Capitalization of costs ceases when the project is substantially complete and ready for its intended use and the costs are amortized into general and administrative expenses using the straight-line method over the estimated useful lives of the software assets, which is generally three years .

Capitalization of costs ceases when the project is substantially complete and ready for its intended use and the costs are amortized into general and administrative

expenses using the straight-line method over the estimated useful lives of the software assets, which is generally three years .

Goodwill and Other Intangible Assets

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The impairment loss would be calculated as the difference between the asset or asset group carrying values and the present value of estimated net cash flows or comparable market values, giving consideration to recent operating performance and pricing trends.

Lease Accounting

Lease Accounting – Lessee

The Company accounts for leases under ASC Topic 842, Leases (“ASC 842”).

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The Company has not entered into any finance leases.

Sale-leasebacks are transactions through which assets are sold at fair value and subsequently leased back.

The resulting leases qualify and are accounted for as operating leases.

Gains and losses on sale-leaseback transactions are recognized immediately.

Failed sale-leaseback transactions are generally classified as finance leases and result in retention of the “sold” assets within land, buildings and equipment with a finance lease liability equal to the amount of proceeds received recorded as a component of other liabilities on the consolidated balance sheets.

As a lessor, the Company has entered into agreements to lease charging equipment, charging stations and other technical installations or sublease properties leased from Site Hosts to third parties.

Lease Accounting - Lessor

The Company has elected not to use the practical expedient to combine non-lease components with lease components, which provides the customer with the right of use of 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.

The Company recognizes revenue from lease components of lease contracts in accordance with ASC 842 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.

As a lessor, the Company has entered into agreements to lease charging equipment, charging stations and other technical installations to third parties.

The Company, at the inception of a lease contract, determines whether it is an operating, sales-type or direct financing lease.

The Company has not elected the practical expedient to not separate non-lease components from lease components in the measurement of liabilities for all asset classes.

The leases generally provide for fixed monthly payments and sometimes include provisions for contingent variable rent based on the number of charging sessions and minutes used, which are recognized when earned.

Fixed payments received under lease agreements for operating leases are recognized on a straight-line basis over the lease term and are reported in revenue in the consolidated statements of operations.

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 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, the underlying asset is not derecognized and lease payments received, including variable lease payments, are recorded 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 event occurs:

(i) the contract has been terminated and the lease payments received from the lessee are nonrefundable;

or (ii) the underlying asset is repossessed, the Company has no further obligation under the contract to the lessee, and the lease payments received from the lessee are nonrefundable.

At that point, the Company will 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 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 Company 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 Company) 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 Company 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.

Deferred Revenue

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The Company receives grant funding in the form of cash from governmental and non-governmental entities to construct and operate EV chargers.

As there is no authoritative guidance under GAAP regarding accounting for government assistance to for-profit business entities, the grants directly or indirectly provided by the government are accounted for by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance .

Grant contracts provided by non-governmental entities are analyzed and if it does not fall under the scope of ASC 842 or ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), they are accounted for under IAS 20.

The Company accounts for governmental grants by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”).

The Company recognizes government grants when there is reasonable assurance that the grant will be received and compliance with conditions attached to the grant, if any, will be met.

Grant contracts provided by non-governmental entities are analyzed and if it does not fall under the scope of ASC 842 or ASC 606, they are accounted for under IAS 20.

The charging stations purchased and installed under these programs or agreements are recorded in property and equipment.

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For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet dates.

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In accordance with ASC 815, the Earnout Shares are recorded as a derivative liability at fair value since they are not indexed to the Company’s Class A common stock.

They are remeasured at each reporting date through the change in fair value of earnout liability in

the consolidated statements of operations.

They are remeasured at each reporting date through the change in fair value of earnout liability in the consolidated statements of operations.

The estimated fair value of the contingent earnout liability is determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 14), prioritizing the most reliable information available.

The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current common stock price, expected volatility, risk-free rate, expected restriction period and dividend rate.

The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including EVgo’s stock price, expected volatility, risk-free interest rate, expected restriction period and dividend rate.

Until its settlement, the contingent earnout liability is categorized as a Level 3 (defined below) fair value measurement because the Company utilizes projections during the Earnout Period that include unobservable inputs.

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Asset Retirement Obligations

Asset retirement obligations represent the estimated present value of the amount the Company will incur for dismantling and restoring sites (locations owned by unrelated parties where the Company’s chargers are placed) at the end of their agreements, in accordance with their contractual terms.

Upon initial recognition of the Company’s asset retirement obligation liability, property and equipment is increased by an amount offsetting the liability and depreciated over its useful life and the obligation is accreted to its estimated future value at the date of retirement.

Subsequent to establishing an asset retirement obligation, downward revisions in the liability due to a change in the expected timing or amount of cash flows are recorded as corresponding decreases to the asset retirement costs;

however, if the amount of the decrease exceeds the carrying value of the related asset retirement cost and related asset, such excess credits are adjusted through a reduction of accretion expense.

Asset retirement obligations require the use of estimates to determine third-party costs for dismantling and restoring the sites.

Discount rates are also included to present value these costs, which are then accreted to the date the Company expects to remove the corresponding asset.

Asset retirement obligations are recognized when there is a legal obligation associated with the retirement of a long-lived asset and the amount of the obligation can be reasonably estimated.

The fair value of the liability for an asset retirement obligation is recorded in the period in which it is incurred, with a corresponding increase to the carrying amount of the related long-lived asset.

Discount rates are based on the Company’s estimated credit adjusted risk free rate.

The Company reviews its estimates of removal costs on an ongoing basis and makes changes to the asset retirement obligations, as necessary.

The liability is accreted over time through charges to expense, and the capitalized asset retirement cost is depreciated over the useful life of the related asset.

Revisions to estimated asset retirement obligations resulting from changes in the timing or amount of expected cash flows are recognized as an increase or decrease to both the liability and the related asset.

If the related asset has been fully depreciated, such changes are recognized in earnings in the period of the change.

Warrant Liabilities

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Fair Value Measurement

The Company determines fair value in accordance with ASC 820, Fair Value Measurement , which establishes a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (“Level 1”) to estimates determined using significant unobservable inputs (“Level 3”).

The Company determines fair value in accordance with ASC 820, Fair Value Measurement (“ASC 820”), which establishes a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (“Level 1”) to estimates determined using significant unobservable inputs (“Level 3”).

Multiple inputs may be used to measure fair value;

however, the level of fair value is based on the lowest significant input level within this fair value hierarchy.

The Company’s recurring and non-recurring fair value measurements include the initial valuation of asset retirement obligations, the issuance of share-based compensation awards, and the valuations of earnout and warrant liabilities.

Details on the methods and assumptions used to determine fair values are as follows:

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Measurements that are least observable are estimated from significant unobservable inputs determined from sources with little or no market activity for comparable contracts or for positions with longer durations.

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

The fair values of the Company’s money market funds are based on quoted prices in active markets for identical assets.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2024 and 2023.

Revenue Recognition

The Company’s sources of revenue are from retail, commercial and OEM charging, regulatory credit sales, OEM network, eXtend, and ancillary services.

Its primary source of revenue is charging contracts with customers.

Revenue Recognition – Non-Lease Components

The Company’s sources of non-lease revenue are from retail, commercial and OEM charging, regulatory credit sales, OEM network, eXtend, and ancillary services.

Its primary source of non-lease revenue is charging contracts with customers.

A significant portion of the Company’s charging contracts have upfront payment terms or monthly payment terms.

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Payment terms vary on a contract-by-contract basis, although terms generally include a requirement of payment within 30 to 60 days.

Revenues for regulatory credits such as LCFS credit sales are recognized upon delivery.

The Company recognizes revenue pursuant to ASC 606, using a five-step model:

Revenues for regulatory credits such as Low Carbon Fuel Standard (“LCFS”) credit sales are recognized upon delivery.

The Company recognizes revenue non-lease components pursuant to ASC 606, using a five-step model:

(a) identification of the contract, or contracts, with a customer;

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The Company does not disclose the transaction price allocated to remaining performance obligations for (i) contracts for which the Company recognizes 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.

The Company’s remaining performance obligations under these contracts include providing charging services, branding services and maintenance services, which will generally be recognized over the contract term.

The Company’s remaining performance

obligations under these contracts include providing charging services, branding services and maintenance services, which will generally be recognized over the contract term.

An asset is recognized for the incremental costs of obtaining a contract with a customer if the benefit of those costs is expected to be longer than one year.

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Cost of Sales and General and Administrative Expenses

Cost of sales consists primarily of energy usage fees, depreciation (net of capital-build amortization expenses), site operating and maintenance expenses, network charges, warranty and repair services, site costs and related expense associated with charging equipment as well as cost of sales related to the eXtend business and the sale of data services and other ancillary services.

Cost of sales consists of charging network cost of sales, other cost of sales, and depreciation expense (net of capital-build amortization expenses).

Charging network cost of sales consists primarily of energy usage fees, site operating and maintenance expenses, network charges, warranty and repair services, site costs and related expense, and payment processing fees related to the public charging network.

Other cost of sales are primarily related to the eXtend business, the dedicated fleet business, the sale of data services and other ancillary services.

General and administrative expenses primarily consist of payroll and related personnel expenses, IT and office services, customer service, office rent expense and professional services.

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The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions.

The Company is subject to income tax examinations by major taxing authorities since inception.

Tax Receivable Agreement Liability

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federal, state and local income tax and franchise tax that the Company actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis that occur as a result of the Company Group’s acquisition (or deemed acquisition for U.S.

federal income tax purposes) of all or a portion of EVgo OpCo Units pursuant to any exercise of the Redemption Right and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement.

Company Group will retain the benefit of any remaining net cash savings.

federal income tax purposes) of all or a portion of EVgo OpCo Units pursuant to any exercise of the Redemption Right and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the Tax Receivable Agreement.

The Company Group will retain the benefit of any remaining net cash savings.

If the Company Group elects to terminate the Tax Receivable Agreement early (or it is terminated early due to the Company Group’s failure to honor a material obligation thereunder or due to certain mergers, asset sales, other forms of business combinations or other changes of control), the Company Group is required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that the Company Group has sufficient taxable income on a current basis to fully utilize the tax benefits covered by the Tax Receivable Agreement and (ii) that any EVgo OpCo Units (other than those held by the Company Group) outstanding on the termination date or change of control date, as applicable, are deemed to be redeemed on such date).

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As of December 31, 2025, the Company does not expect any cash tax benefit from the tax attributes produced by the redemption and therefore no amounts have been accrued as the liability is not deemed probable.

The unrecorded tax liability related to the redemption is estimated at $ 33.8 million as of December 31, 2024.

During the year ended December 31, 2023, no transactions occurred that would result in a cash tax savings benefit that would trigger the recording of a liability by the Company based on the terms of the Tax Receivable Agreement.

The unrecorded tax liability related to the redemption is estimated at $ 33.2 million and $ 33.8 million as of December 31, 2025 and 2024, respectively.

During both the years e nded December 31, 2025 and 2024, no transactions occurred that would result in a cash tax savings benefit that would trigger the recording of a liability by the Company based on the terms of the Tax Receivable Agreement.

Earnings (Loss) Per Share

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Newly Adopted Accounting Standards

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), as amended in December 2022 by ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”).

ASU 2020-04 provides guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform.

The provisions apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform.

Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2024, as amended by ASU 2022-06.

As of December 31, 2024, the Company did not identify any contracts, hedging relationships and other transactions impacted by reference rate reform and therefore the adoption of this standard did not have any impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, ASC Subtopic 280 “ Segment Reporting — Improvements to Reportable Segment Disclosures ” (“ASU 2023-07”).

ASU 2023-07 requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

ASU 2023-07 provides for significant segment expense categories and amounts for each reportable segment and an aggregate amount and description of other segment items included in each reported measure of segment profit or loss beyond the significant segment expenses for each reportable segment;

permits the disclosure of multiple measures of segment profit or loss for each reportable segment, subject to a minimum disclosure of the measure of segment profit or loss that is most consistent with the amounts included in the financial statements (consistent with current guidance);

confirms that all disclosures required in the segments guidance apply to all public entities, including those with a single operating or reportable segment;

requires disclosure of the title and position of the individual or the name of the group identified as the CODM in the financial statements;

and requires disclosure of how the CODM uses each reported measure of segment profit or loss to assess performance and allocate resources to the segment.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted ASU 2023-07 on December 31, 2024 on a retrospective basis and has incorporated the additional required disclosures.

Recently Issued Accounting Standards

In December 2023, the FASB Issued ASU 2023-09, ASC Subtopic 740 “ Income Taxes — Improvements to Income Tax Disclosures ” (“ASU 2023-09”), which increases transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid.

In December 2023, the FASB Issued Accounting Standards Update (“ASU”) 2023-09, ASC Subtopic 740 “ Income Taxes — Improvements to Income Tax Disclosures ” (“ASU 2023-09”), which increases transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

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

The Company adopted ASU 2023-09 on January 1, 2025 on a prospective basis and has accordingly included the increased income tax disclosures within the notes to the Company’s consolidated financial statements for the year ended December 31, 2025.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

In March 2024, the FASB issued ASU 2024-01, ASC Subtopic 718 “Compensation – Stock Compensation” (“ASU 2024-01”) to provide illustrative examples to determine whether profits interest awards are share-based payment arrangements in the scope of ASC 718, or cash bonus or profit-sharing arrangements in the scope of ASC 710, Compensation .

ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods and should be applied either retrospectively to all prior periods presented or prospectively to profits interest and similar awards granted or modified on or after the date at which the amendments are first applied.

Early adoption is permitted.

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

In November 2024, the FASB issued ASU 2024-03, ASC Subtopic 220 “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures ” (“ASU 2024-03”).

The amendments require that, in each interim and annual reporting period, an entity disclose more information about the components of certain expense captions than is currently disclosed in the financial statements.

In January 2025, the FASB issued ASU 2025-01, ASC Subtopic 220 “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures ” (“ASU 2024-03”), which clarified the effective date of ASU 2024-03 in which the amendments in ASU 2024-03 are effective for annual

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

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

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

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

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

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

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

Recently Issued Accounting Standards

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

In January 2025, the FASB issued ASU 2025-01, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date ” (“ASU 2025-01”), which clarified the effective date of ASU 2024-03, in which the amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting

periods beginning after December 15, 2027.

Early adoption is permitted.

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

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

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

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

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

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

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

In December 2025, the FASB issued ASU 2025-10, ASC Subtopic 832 “Accounting for Government Grants Received by Business Entities” (“ASU 2025-10”), which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants.

Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received.

ASU 2025-10 provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis.

ASU 2025-10 also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements.

The effective date for public companies is fiscal years beginning after December 15, 2028, including interim periods within those annual periods.

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

In December 2025, the FASB issued ASU 2025-11, ASC Subtopic 270 “Narrow-Scope Improvements” (“ASU 2025-11), which clarifies the guidance in Subtopic 270 to improve the consistency of interim financial reporting.

ASU 2025-11 provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim periods and annual periods beginning after December 15, 2027.

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

Note 3 — Revenue Recognition

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EVgo sells electricity directly to drivers who access EVgo’s publicly available networked chargers.

Various pricing plans exist for customers and drivers have the choice to charge as members (with monthly fees and reduced per-minute or kilowatt-hour (“kWh”) pricing) through a subscription service or as non-members.

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.

Revenue for these sales is recognized at a point in time upon delivery of electricity and is charged to the customer based on electrical power delivered, minutes of charging, or on a fee basis.

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Charging, Commercial.

High volume fleet customers, such as transportation network companies or delivery services, can access EVgo’s charging infrastructure through EVgo’s public network.

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

In these arrangements EVgo contracts with and bills either the fleet owner directly or an individual fleet driver utilizing EVgo’s chargers.

High volume fleet customers, such as transportation network companies or delivery services and rideshare, can access EVgo’s charging infrastructure through EVgo’s 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 EVgo contracts with and bills either the fleet owner directly or an individual fleet driver utilizing EVgo’s

Revenue for these sales is recognized at a point in time upon delivery of electricity and is generally charged to the customer based on electrical power delivered.

Charging, OEM.

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Regulatory Credit Sales.

As a charging station owner and operator, EVgo earns regulatory credits, such as Low Carbon Fuel Standard (“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.

As a charging station owner and operator, EVgo earns regulatory credits, such 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 kilowatt-hours (“kWh”) sold.

EVgo earns additional revenue through the sale of these credits to buyers obligated to purchase the credits to comply with the program mandates.

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Network, OEM.

This revenue stream represents revenue related to contracts that have significant charger infrastructure build programs, which represent set-up costs under ASC 606 for chargers that are owned by EVgo.

The transaction prices from these contracts are allocated to performance obligations including, but not limited to, marketing activities, branding services, 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.

Branding services are recognized over time as the customer receives the benefit.

For memberships and reservations, revenue is recognized over time and measured based on the charging activity of subscriber members at each measurement period.

Any charging credits that expire unused 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.

This revenue stream represents revenue related to contracts that have significant charger infrastructure build programs, which represent set-up costs under ASC 606.

The transaction prices from these contracts are allocated to performance obligations including branding, memberships, reservations and the expiration of unused charging credits.

Revenue 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.

Through EVgo eXtend, EVgo provides hardware, design, and construction services for charging sites, as well as ongoing operations, maintenance and networking and software integration solutions, while the Company’s customers purchase and retain ownership of the charging assets.

For some eXtend customers, EVgo also provides grant application

support and related services.

EVgo’s primary eXtend contract is for the deployment of up to 2,000 fast charging stalls that the Pilot Company will own and EVgo will build, network, operate and maintain.

EVgo also provides grant application support and related services.

EVgo’s primary eXtend contract is for the deployment of up to 2,000 fast charging stalls that Pilot Travel Centers LLC (the “Pilot Company”) will own and EVgo will build, network, operate and maintain.

For the eXtend offering, the Company generally has multiple performance obligations including, but not limited to, the sales of equipment, the provision of engineering, procurement, and construction services during the construction lifecycle, and the provision of operations and maintenance services once the charging network is operational.

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Under the time-based and cost-based methods, all costs incurred in the period that relates to a contract are charged to cost of sales and the related revenue is recognized based on the measured progress to completion.

EVgo may provide latent defect warranties for equipment and installation labor services related to EVgo’s charger installation services.

EVgo may provide latent defect warranties for equipment and installation labor services related

to EVgo’s charger installation services.

EVgo’s warranty obligations are generally not accounted for as separate performance obligations as warranties cannot be separately purchased and warranties do not provide a service in addition to the assurance that the charging stations will function as expected.

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For maintenance services that are invoiced monthly, the Company has elected to recognize revenue using the as-invoiced practical expedient .

In addition to offering access to its public network, EVgo offers dedicated charging solutions to fleets.

As part of this offering, EVgo typically builds, owns and operates charging infrastructure for the exclusive use of a dedicated customer and is currently offering flexible ownership models, such as its charging-as-a-service (“ChaaS”) offering.

The Company provides grant application preparation and submission services as well as compliance and reporting services over the term of the grant in exchange for a fixed fee that is determined based on the value of the grant received by the customer.

Revenue for grant application preparation services is recognized at a point in time when the Company has submitted the grant application, subject to the variable consideration constraint.

Revenue for grant reporting services will be earned over time after the chargers are commissioned with revenue recognized on a straight-line basis over the grant reporting period, subject to the variable consideration constraint.

In addition to offering access to its public network, EVgo offers dedicated charging solutions to autonomous vehicle and other fleets.

As part of this offering, EVgo typically builds, owns and operates charging assets for fleets, including through off-site charging hubs that EVgo has secured without requiring a fleet to directly incur capital expenditures.

EVgo offers 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.

EVgo enters into operating and sales-type leases with its dedicated fleet customers.

Any lease components that are identified for dedicated fleet hubs are accounted for in accordance with ASC 842.

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EVgo also offers a variety of software-driven digital, development and operations services to its customers.

EVgo has offerings that currently include customization of digital applications, charging data integration, micro-targeted advertising services, smart charging reservations, loyalty programs, and access to chargers behind parking lot pay gates.

EVgo’s offerings currently include customization of digital applications, charging data integration, access to chargers behind parking lot pay gates, micro-targeted advertising services and charging reservations as well as all services provided under PlugShare such as data, research, and advertising services.

For software-driven digital, equipment procurement and operations services, the Company recognizes revenue at a point in time or over time based on when the performance obligation is met.

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Advertising customer contracts may contain multiple performance obligations with each distinct service.

The performance obligations are generally considered a series of distinct services as the performance obligations are satisfied over time and revenue is

recognized in the period of delivery.

The performance obligations are generally considered a series of distinct services as the performance obligations are satisfied over time and revenue is recognized in the period of delivery.

The contract transaction price is comprised of variable consideration based on the stated rates applied against the number of units delivered inclusive of the bonus units subject to the maximums provided in the contract.

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The following table provides information about contract assets and liabilities from contracts with customers:

As of December 31,

(dollars in thousands)

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Recognized in revenue

Changes in estimate of transaction price

Marketing activities recognized on a net basis

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Revenues include the following:

Year Ended December 31,

(in thousands)

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

As of December 31, 2024 and 2023, there were $ 8.6 million and $ 17.2 million, respectively, in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the consolidated balance sheets.

As of December 31, 2025 and 2024, there was $ 19.3 million and $ 8.6 million, respectively, in variable

consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the consolidated balance sheets.

Note 4 — Lease Accounting

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The Company’s lease costs consisted of the following:

Year Ended December 31,

(in thousands)

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General and administrative expenses

Short-term lease costs

Total operating lease costs

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

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Other supplemental and cash flow information consisted of the following:

Year Ended December 31,

(dollars in thousands)

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ROU assets obtained in exchange for new operating lease liabilities

Sale Leaseback Transactions

There were no sale-leaseback transactions entered into during the year ended December 31, 2024.

During the year ended December 31, 2023, subsidiaries of the Company (the “Real Estate Subsidiaries”) sold three parcels of real estate for an aggregate purchase price of $ 16.5 million, which reflected the fair value of the parcels.

The Company received net proceeds of $ 14.6 million and recognized an aggregate loss on the sale transactions of $ 0.6 million.

Concurrently with the closing of the sale transactions, the Real Estate Subsidiaries also entered into lease agreements with the purchaser of the three parcels, pursuant to which the Real Estate Subsidiaries will lease the parcels for an initial term of ten years , with six 5-year renewal options.

The Real Estate Subsidiaries have conditional termination rights under the leases.

The leases were classified as operating leases in accordance with ASC 842.

Lessor Accounting

The Company leases charging equipment, charging stations and other technical installations, and subleases properties leased from Site Hosts to third parties under operating leases where EVgo is the lessor.

Operating Leases

The Company leases charging equipment, charging stations and other technical installations, and subleases properties leased from Site Hosts to third parties.

Initial lease terms are generally one to 5 years and may contain renewal options .

Because the leasing arrangements the Company enters into with lessees are operating leases, the underlying asset is carried at its carrying value as property, equipment and software, net, or included in operating lease ROU assets on the consolidated balance sheets.

For operating leases, the underlying asset is carried at its carrying value as property and equipment, net, or included in operating lease ROU assets on the consolidated balance sheets.

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

Year Ended December 31,

(in thousands)

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(in thousands)

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

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

(in thousands)

Charging station equipment and installation costs

Charging stations

accumulated depreciation

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Operating lease ROU assets

Sales-Type Leases

The Company enters into sales-type leases with third-parties for charging stations.

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

During the year ended December 31, 2025, the Company derecognized $ 2.8 million, of leased assets into cost of sales, other and recognized net investment in lease of $ 5.6 million in ancillary revenue related to sales-type lease arrangements .

In December 2025, the sales-type lease arrangement was terminated by the lessee, and the Company reclassified $ 4.0 million of the remaining net investment in the lease to property and equipment, net.

No impairment of net investment in lease was recognized during the year ended December 31, 2025.

Note 5 — Government Assistance

EVgo continuously pursues public grants, subsidies and incentives to reduce capital expenditures and electricity costs.

EVgo has dedicated, and plans to continue to dedicate, a variety of internal and external resources to monitor, submit for and utilize available grant, subsidy and incentive funding for the development of DCFCs on a state, local and national level.

EVgo dedicates internal and external resources to monitor, submit for and utilize available grant, subsidy and incentive funding for the development of DCFCs on a state, local and national level.

EVgo’s network expansion and local build plans take into account expected timing for and availability of funding of this type.

DOE Loan Agreement

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

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 (see Note 15).

On December 12, 2024, EVgo Swift Borrower LLC (“Swift Borrower”), a Delaware limited liability company and subsidiary of the Company, entered into a guarantee agreement with the U.S.

Department of Energy (“DOE”) as guarantor (“Guarantee Agreement”) for a term loan facility entered into by Swift Borrower with the Federal Financing Bank (“FFB”) (“DOE Loan”).

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 .

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The Company has evaluated the recapture provisions related to government assistance included in the capital-build liability on the consolidated balance sheets as of December 31, 2025 and concluded that it is not probable that the recapture provisions will be triggered.

In addition, EVgo regularly monitors compliance with these provisions and has not been affected by noncompliance in the past .

In addition, EVgo regularly monitors compliance with these provisions .

The government assistance received related to the Company’s charging stations is aggregated below as the programs contain similar terms and are accounted for similarly in accordance with IAS 20 and are included in the consolidated financial statements as follows:

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Capital-build liability as of

General and administrative expenses for the years ended

General and administrative (reimbursement) expenses for the years ended

Capital build amortization included in depreciation, net of capital-build amortization, included in cost of sales for the years ended

Proceeds from capital build funding for the years ended

During 2024, the Company was also awarded a research grant from the DOE for approximately $ 1.1 million, which is expected to be completed by July 31, 2025.

The purpose of the grant is to develop low-cost tools for enabling third-party interoperability testing for EVs and EV service equipment with the plug and charge standard, and to develop conformance testing to define current and future iterations of the standard for widespread interoperability and deployment across EVs and EV charging networks.

During the year ended December 31, 2024, the Company recognized $ 0.1 million of accounts receivable from the DOE and a corresponding reduction in general and administrative expenses .

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided for an employee retention credit (“ERC”), which is a refundable payroll tax credit, for eligible businesses that experienced a full or partial government-ordered suspension of operations or a “significant” decline in gross receipts in any quarter.

The Company accounted for these ERC payroll tax credits in accordance with the provisions of International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance , which permits the recording and presentation of either the gross amount as other income or netting the credit against the related expense.

There were no ERC payroll tax credits received during the year ended December 31, 2024.

The Company recorded $ 0.6 million of ERC payroll tax credits as a reduction in general and administrative expenses for the year ended December 31, 2023.

Note 6 — Property, Equipment and Software, Net

Property, equipment and software, net, consisted of the following:

As of December 31,

(in thousands)

Charging station installation costs

Charging station equipment

Charging stations

Construction in process

Charging equipment

Office equipment, vehicles and other

Total property, equipment and software

Less accumulated depreciation and amortization

accumulated depreciation and amortization

Property, equipment and software, net

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

As of December 31, 2025, property, equipment and software, net, included $ 267.7 million of assets pledged as collateral, with $ 16.9 million of associated asset retirement obligations, related to the DOE Loan and Credit Agreement (See Note 15).

As of December 31, 2024, no assets were pledged as collateral related to the DOE Loan and Credit Agreement.

Note 7 — Intangible Assets, Net

Intangible assets, net, consisted of the following as of December 31, 2024:

Intangible assets, net and excluding fully amortized assets, consisted of the following as of December 31, 2025:

(in thousands)

Gross Carrying Amount

Accumulated Amortization

Net Carrying Value

Remaining Weighted Average Amortization Period

Site Host relationships

Customer relationships

Developed technology

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(in thousands)

Gross Carrying Amount

Accumulated Amortization

Net Carrying Value

Remaining Weighted Average Amortization Period

Site Host relationships

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Relationships

Note 8 — Asset Retirement Obligations

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

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

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

Asset retirement obligation activity was as follows:

(in thousands)

Beginning balance

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Employee compensation

Sales and other taxes payable

Note 10 — Equity Structure

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Holders of Class A common stock are entitled to one vote for each share.

On December 16, 2024, EVgo Inc.

entered into the Underwriting Agreement with the Underwriters, and LS Affiliates, as selling stockholder, relating to the Secondary Offering of 23,000,000 Class A Shares at a public offering price of $ 5.00 per share.

Pursuant to the Underwriting Agreement, all 23,000,000 Class A Shares were sold by EVgo Holdings.

The Company did not receive any of the proceeds from the sale of the Class A Shares in the Secondary Offering and paid transaction costs on behalf of EVgo Holdings of $ 1.0 million, which were expensed as incurred.

As discussed in Note 1, on December 16, 2024, EVgo Inc.

entered into an underwriting agreement relating to the Secondary Offering of 23,000,000 shares of Class A common stock at a public offering price of $ 5.00 per share, pursuant to which, all 23,000,000 shares of Class A common stock were sold by EVgo Holdings.

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

The Company did not receive any of the proceeds from the sale of the shares of Class A common stock in the Secondary Offering and paid transaction costs on behalf of EVgo Holdings of $ 1.0 million, which were expensed as incurred.

The Secondary Offering closed on December 18, 2024.

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The holders of shares of Class B common stock generally have the right to cause EVgo OpCo to redeem all or a portion of their EVgo OpCo Units together with a corresponding number of shares of Class B common stock in exchange for, at EVgo OpCo’s election, a corresponding number of shares of Class A common stock or an approximately equivalent amount of cash as determined pursuant to the terms of the EVgo OpCo A&R LLC Agreement.

Upon the future exchange of EVgo OpCo Units held by any holder of shares of Class B common stock, a corresponding number of shares of Class B common stock held by such holder of EVgo OpCo Units will be canceled.

Upon the future exchange

of EVgo OpCo Units held by any holder of shares of Class B common stock, a corresponding number of shares of Class B common stock held by such holder of EVgo OpCo Units will be canceled.

Shares of Class B common stock can only be transferred with their corresponding EVgo OpCo Units in accordance with the EVgo OpCo A&R LLC Agreement.

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LLC as sales agents, pursuant to which the Company may sell up to $ 200 million of shares of Class A common stock in “at the market” transactions at prevailing market prices (the “ATM Program”).

During the year ended December 31, 2023 , EVgo sold 889,340 shares of Class A common stock pursuant to the ATM Program, with aggregate gross proceeds of $ 5.8 million.

After deducting equity issuance costs and commissions of $ 0.1 million, the Company received net proceeds of approximately $ 5.7 million .

As of December 31, 2024, the Company had sold a total of 2,478,280 shares of Class A common stock under the ATM Program.

Equity Offering

During the year ended December 31, 2023 , the Company completed an underwritten equity offering of 30,123,129 shares of Class A common stock at an offering price of $ 4.25 per share with aggregate gross proceeds of $ 128.0 million.

The Company received net proceeds of $ 123.2 million, after deducting $ 4.8 million in underwriting discounts and commissions and other equity issuance costs.

Equity Issuance Costs

In connection with the issuance of Class A common stock through the ATM Program and the equity offering, in addition to the discounts and commissions deducted from the gross proceeds, the Company incurred direct and incremental equity issuance costs, consisting primarily of legal, accounting, and other professional fees.

Equity issuance costs directly attributable to the offering were recorded to additional paid-in capital as a reduction of proceeds.

Deferred equity issuance costs will offset additional paid-in capital on a pro rata basis as the available shares on the shelf offering are issued.

For the year ended December 31, 2024, there were no shares issued through the ATM Program.

For the year ended December 31, 2023, $ 0.4 million of costs were recorded as additional paid-in capital as a reduction of proceeds .

As of December 31, 2025, the Company had sold a total of 2,478,280 shares of Class A common stock under the ATM Program and had $ 183.5 million of remaining capacity under the ATM Program.

The Company ceased to be eligible to conduct certain delayed or continuous offerings pursuant to Rule 415 under its previous Form S-3 (No.

333-266753) in August 2025.

Note 11 — Commitments and Contingencies

Pilot Infrastructure Agreement

On July 5, 2022, EVgo entered into a charging infrastructure agreement (the “Pilot Infrastructure Agreement”) and an operations and maintenance agreement (the “Pilot O&M Agreement”) with Pilot Travel Centers LLC (the “Pilot Company”) and General Motors LLC (“GM”) to build, operate, and maintain up to 2,000 stalls served by DC chargers that the Pilot Company will own.

On July 5, 2022, EVgo entered into a charging infrastructure agreement (the “Pilot Infrastructure Agreement”) and an operations and maintenance agreement (the “Pilot O&M Agreement”) with the Pilot Company and General Motors LLC (“GM”) to build, operate, and maintain up to 2,000 stalls served by DC chargers that the Pilot Company will own.

The stalls will be located at the Pilot Company sites across the U.S.

Pursuant to the Pilot Infrastructure Agreement, EVgo is required to meet certain construction milestones measured by the number of sites commissioned, and the Pilot Company is required to make certain payments each month based on completion of pre-engineering and development work, the progress of construction at each site and for each charger procured by EVgo.

Subject to extensions of time for specified excusable events, if EVgo is unable to meet its commissioning obligations, the Pilot Company will be entitled to liquidated damages calculated per day, subject to a cap of $ 30,000 at each site.

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If EVgo is wholly or partially unable to perform its obligations under the Pilot Infrastructure Agreement due to certain circumstances outside its control, including delays by permitting authorities and utilities or certain force majeure events, such inability will not be considered a breach or default under the Pilot Infrastructure Agreement.

In 2025, EVgo surpassed the 1,000 completed stalls milestone.

Under the Pilot O&M Agreement, EVgo is required to perform operations, maintenance and networking services on stalls built and commissioned under the Pilot Infrastructure Agreement in exchange for payment of a monthly fee by the Pilot Company to EVgo.

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(“Delta”), including an initial purchase order (the “Purchase Order”), pursuant to which EVgo will purchase and Delta will sell EV chargers manufactured by Delta in specified quantities at certain delivery dates.

EVgo expects to use a portion of the chargers purchased under the Purchase Order to meet the requirements of the Pilot Infrastructure Agreement.

EVgo expects to use a portion of the chargers purchased under the Purchase Order

to meet the requirements of the Pilot Infrastructure Agreement.

EVgo is required to purchase a minimum of 1,000 chargers from Delta under the Purchase Order and may, at EVgo’s election, increase the number of chargers it purchases from Delta to 1,100 .

The Purchase Order was amended in August 2023 to provide for certain Delta chargers to be manufactured in Delta’s new facility in Plano, Texas rather than in Taiwan.

The Purchase Order was amended in August 2023 to provide for certain Delta chargers to be manufactured in Delta’s facility in Plano, Texas rather than in Taiwan.

General Motors Agreement

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

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

In the most recent amendment to the GM Agreement, a certain portion of the charger stalls that EVgo is required to build are required to have additional specifications (“Flagship Stalls”).

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

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

A certain portion of the charger stalls that EVgo is required to build are required to have additional specifications (“Flagship Stalls”).

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

Under the GM Agreement, EVgo is required to install a total of 2,850 charger stalls by June 30, 2028, 81.4 % of which were required to be and were installed by December 31, 2025.

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EVgo is also required to maintain network availability (i.e., the percentage of time a charger is operational and available on the network) of at least 97 % across Flagship Stalls and 95 % across the rest of the GM network.

In addition to the capital-build program, EVgo is committed to providing GM EV customers with reservations and certain EVgo services at a discounted rate and branding on chargers.

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

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

In addition to the capital-build program, EVgo is committed to providing GM EV customers with a certain aggregate amount of charging credits.

The GM Agreement is subject to early termination in certain circumstances, including in the event EVgo fails to meet the quarterly charger stall installation milestones or maintain the specified level of network availability.

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In the event EVgo fails to meet a charger stall installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide EVgo with a notice of such deficiency within 30 days of the end of the quarter.

If the same deficiency still exists at the end of the quarter immediately following the quarter for which a deficiency notification was delivered, GM may immediately terminate the agreement and seek pre-agreed liquidated damages of up to $ 15.0 million.

As of February 15, 2026, we had approximately 12 charger stalls left to install to meet our charger milestone for the quarter ending March 31, 2026.

If we did not build any additional charger stalls after February 15, 2026, the liquidated damages would be up to $ 4.8 million.

Under the terms of the GM Agreement, EVgo and GM can agree to adjust quarterly charger stall installation milestones from time to time, provided that the quarterly targets for an applicable calendar year must equal the total annual target under the GM Agreement for such year.

It is possible that EVgo will not meet the charger stall installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection, and delays associated with industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and landowners, and supply chain issues.

Nissan Agreement

EVgo executed an agreement with Nissan North America, Inc.

(“Nissan”) in June 2019 (the “Nissan Agreement”), that provides for joint marketing activities, charging credit programs for purchasers or lessees of Nissan EVs, and a capital-build program.

Under the charging credit program provisions in the Nissan Agreement, credits for charging are allocated to purchasers or lessees of Nissan EVs, and such purchasers or lessees are permitted to charge their EV for 12 months at no charge to the participant, up to the amount of the charging credit allocated to such participant or on an unlimited basis, depending on the model of Nissan EV purchased or leased.

Until March 1, 2024, in the event a participant did not use the entire amount of the allocated charging credit or if the annual charging credit pool was not exhausted within a specific period, a portion of the remaining dollar value of such credit rolled over to subsequent periods, and a portion was retained by the Company.

After March 1, 2024, Nissan is required to make additional payments to the extent needed to support charging credits for new enrollees, and unused funds from such additional payments will be returned to Nissan at the end of the term.

For Nissan EV purchasers or lessees receiving unlimited charging, the Company receives an upfront activation fee for each purchaser or lessee as well as a usage-based fee.

The capital-build program provided for in the Nissan

Agreement required the Company to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a schedule that outlined the build timelines for the chargers to be constructed (the “Build Schedule”).

EVgo fulfilled its capital-build program obligations under the Nissan Agreement.

The contract is accounted for under ASC 606, which includes performance obligations related to memberships, charging credits and joint marketing activities.

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

Indemnifications and Guarantees

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These arrangements can include provisions whereby we have joint and several liability in relation to the performance of certain contractual obligations along with third parties also providing services and products for a specific project.

In addition, our arrangements may include warranties that our services will substantially operate in accordance with the stated requirements.

In addition, our arrangements may include warranties that our services will substantially operate in accordance

with the stated requirements.

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

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These agreements may limit the time or circumstances within which an indemnification claim can be made and the amount of the claim.

Historically, indemnity payments made by us have not had a material effect on our consolidated financial statements.

In addition, the Company has entered into indemnification agreements with our officers and directors, and our Amended and Restated Bylaws contain similar indemnification obligations to our agents.

Historically, indemnity payments made by the Company have not had a material effect on the consolidated financial statements.

In addition, the Company has entered into indemnification agreements with its officers and directors, and its Amended and Restated Bylaws contain similar indemnification obligations to its agents.

To date, EVgo has not been required to make any significant payment under any of the arrangements described above.

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Purchase Commitments

As of December 31, 2024, EVgo had $ 41.6 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, of which $ 38.2 million was short-term.

As of December 31, 2025, EVgo had $ 59.6 million in outstanding short-term purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment.

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

As of December 31, 2025, EVgo also had $ 17.7 million in commitments to other third parties, of which $ 16.7 million was short-term.

As of December 31, 2025, EVgo also had $ 18.9 million in real property purchase commitments.

Note 12 — Fair Value Measurements

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In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

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

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

The fair values of the Company’s money market funds are based on quoted prices in active markets for identical

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

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

As of December 31, 2025, the fair value of the DOE Loan was $ 143.2 million compared to the carrying value of $ 140.6 million, which excludes deferred debt issuance costs and includes paid-in-kind interest.

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

Assumptions used in the valuation of the DOE Loan were as follows as of December 31, 2025:

Interest payment frequency

First interest payment date

March 15, 2030

Credit spread (semi-annual)

Risk-free interest rate

Constant Maturity Treasury

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

As of December 31,

December 31, 2025

December 31, 2024

(in thousands)

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

As of December 31, 2024 and 2023, the Private Placement Warrants were valued using the Monte Carlo simulation methodology, which is considered a Level 3 fair value measurement.

As of December 31, 2025 and 2024 , the Private Placement Warrants were valued using the Monte Carlo simulation methodology.

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

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Change in fair value of liability

Transfers into Level 3

Transfers out of Level 3

Fair value as of December 31, 2024

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Upon the closing of the CRIS Business Combination, the contingent obligation related to the Earnout Shares was accounted for as a liability because the triggering events that determine the number of Earnout Shares earned include events that are not solely indexed to the Company’s common stock.

The estimated fair value of the earnout liability related to the 718,750 Earnout Shares subject to the $ 15.00 Triggering Event was $ 0.9 million and $ 0.7 million as of December 31, 2024 and 2023, respectively.

The change in fair value of the earnout liability resulted in a loss of $ 0.3 million and a gain of $ 1.1 million recognized in the consolidated statements of operations for the years ended December 31, 2024 and 2023, respectively.

The estimated fair value of the earnout liability related to the 718,750 Earnout Shares subject to the $ 15.00 Triggering Event was de minimis and $ 0.9 million as of December 31, 2025 and 2024 , respectively.

The change in fair value of the earnout liability resulted in a gain of $ 0.9 million and a loss of $ 0.3

million recognized in the consolidated statements of operations for the years ended December 31, 2025 and 2024 , respectively.

Note 15 — Long-Term Debt

On December 12, 2024, the Borrower entered into the DOE Loan, which 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 beginning on the date all conditions precedent set forth in the Guarantee Agreement are met or waived and ending on the earliest of (i) the fifth anniversary of the first Advance, (ii) August 31, 2031 and (iii) the date of any termination of obligations under the Guarantee Agreement following an event of default, or the Availability Period.

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

(in thousands)

Long-term debt

Amortization of debt issuance costs, net of capitalized interest, is included in interest expense in the consolidated statements of operations for the years ended December 31, 2025 and 2024.

As of December 31, 2025 and 2024, $ 28.6 million and $ 23.2 million, respectively, in deferred issuance costs were included in prepaids and other current assets and other assets on the consolidated balance sheets in connection with the DOE Loan and the Credit Agreement, which are defined below.

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

(in thousands)

Interest expense

Amortization of deferred debt issuance costs

During the year ended December 31, 2025, the Company capitalized $ 3.6 million of amortization and interest expense related to the Company’s long-term debt to property and equipment.

The Company did not capitalize amortization of debt issuance costs for the year ended December 31, 2024 as the impact was de minimis.

On December 12, 2024, Swift Borrower entered into the DOE Loan, which 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 beginning on the date all conditions precedent set forth in the Guarantee Agreement are met or waived and ending on the earliest of (i) the fifth anniversary of the first Advance, (ii) August 31, 2031 and (iii) the date of any termination of obligations under the Guarantee Agreement following an event of default, or 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 of December 31, 2024, the Borrower had no amounts outstanding under the DOE Loan.

In January 2025, the Borrower received Advances of approximately $ 75.3 million.

All proceeds from the DOE Loan will be used to reimburse the Company 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, EVgo Services contributed 1,594 DC Stalls from its existing public network to the Borrower as collateral and may be required to contribute additional DC Stalls or cash to the Borrower from time to time.

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, EVgo Services contributed 1,594 DC Stalls from its existing public network to Swift Borrower as collateral and may be required to contribute additional DC Stalls or cash to Swift Borrower from time to time.

EVgo Services will provide charge point operator services to Swift Borrower for the duration of the DOE Loan.

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.

These covenants and restrictions, including limitations on distributions and collateral requirements, may limit the Company’s operational and financial flexibility during the term of the DOE Loan.

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

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

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

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

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

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

Note 16 — Income Taxes

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

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

The Company’s provision for income taxes for the year ended December 31, 2024 included a $ 2.4 million income tax benefit related to the net proceeds received from the transfer of EVgo OpCo’s 2023 30C income tax credits.

Due to operating losses in the year ended December 31, 2023, the Company’s provision for income taxes and

effective tax rate was de minimis.

The provision for income taxes differs from the amount computed by applying the U.S.

corporate statutory income tax rate to loss before income taxes for the reasons set forth below:

Total loss before income taxes, which is primarily generated in the U.S., for the years ended December 31, 2025 and 2024 were $ 100.6 million and $ 129.0 million, respectively.

Year Ended December 31,

(in thousands)

Current tax expense

Deferred tax benefit

Income tax benefit

The provision for income taxes consists primarily of income taxes related to U.S.

federal and state jurisdictions where business is conducted related to the Company’s ownership in EVgo OpCo.

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

The Company’s provision for income taxes for the years ended December 31, 2025 and 2024 included $ 5.2 million and $ 2.3 million, respectively, of income tax benefit related to the net proceeds received from the transfer of EVgo OpCo’s 30C income tax credits.

The reconciliation of the U.S.

corporate statutory income tax rate to our effective income tax after the adoption of ASU 2023-09 is as follows for the year ended December 31, 2025:

Year Ended December 31,

(amount in thousands)

Statutory federal income tax rate

State and local income taxes, net of federal income tax effect

Foreign tax effects

Effect of changes in tax laws or rates enacted in the current period

Changes in valuation allowances

Nontaxable or nondeductible items:

Net loss attributable to NCI/non-taxable partnership structure

Changes in fair value of warrant liabilities

Change in fair value of earnout liability

Deferred tax rate change

Share-based compensation

Executive compensation

Effective tax rate

The reconciliation of the U.S.

corporate statutory income tax rate to our effective income tax before the adoption of ASU 2023-09 is as follows for the year ended December 31, 2024:

Year Ended December 31,

Statutory federal income tax rate

State taxes, net of federal tax benefit

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss and tax credit carryforwards.

Types of events that would cause these temporary differences to become taxable include but are not limited to aging of the item(s) within the period allotted under regulations, disposition of business assets, and utilization of tax attributes.

There were no deferred tax liabilities as of December 31, 2025 and 2024.

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Total deferred tax assets

Less valuation allowance

valuation allowance

Deferred tax assets, net of valuation allowance

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As of December 31, 2025 and 2024, EVgo had $ 213.2 million and $ 130.3 million, respectively, in federal net operating losses with an indefinite carryforward period, tax credits of $ 5.4 million and $ 6.7 million, respectively, with an indefinite carryforward period, and $ 176.3 million and $ 65.4 million, respectively, of state net operating losses, which will start expiring in 2027.

In the event the Company generates positive taxable income, utilization of net operating loss carryforwards may be subject to limitations under Section 382 of the Code and other federal and state regulations.

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

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

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

The alternative fuel refueling property credit under Section 30C of the Internal

Revenue Code, which includes electric vehicle charging stations (“30C Credit”), was reinstated in 2022 and extended to apply to any property placed in service beginning January 1, 2023 and before January 1, 2033.

For both of the years ending December 31, 2025 and 2024, the Company’s total state and local income taxes paid was $ 0.1 million.

Due to the tax loss carryforwards, the Company had no federal income taxes paid for both of the years ending December 31, 2025 and 2024.

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

The alternative fuel refueling property credit under Section 30C of the Internal Revenue Code (“30C”), which includes EV charging stations, was reinstated in 2022 and extended to apply to any property placed in service beginning January 1, 2023 and before January 1, 2033.

The credit amount is calculated as 6% of the eligible costs of the alternative fuel refueling property with a potential higher tax credit rate of 30% of the eligible costs of the alternative fuel refueling property if specified prevailing wage and registered apprenticeship requirements are met during construction of the property, with a maximum credit amount of $100,000 per item of property.

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Department of the Treasury and the Internal Revenue Service have been granted broad authority to issue regulations or guidance that could clarify how these tax credits are calculated.

The Company is continuing to evaluate the financial impact of the IRA as additional information becomes available.

During the year ended December 31, 2024, the Company transferred EVgo OpCo’s 2023 30C income tax credits for proceeds, net of transaction costs, of $ 9.0 million.

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

The Company did not transfer any 30C income tax credits during the year ended December 31, 2023.

On July 4, 2025, H.B.

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

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

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

In particular, the 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 would terminate for any locations placed in service after June 30, 2026.

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

During the year ended December 31, 2025, the Company transferred EVgo OpCo’s 2024 30C income tax credits to a third party for proceeds, net of transaction costs, of $ 14.8 million, of which $ 9.6 million represents the net proceeds attributable to the noncontrolling interest and contributed to EVgo OpCo.

During the year ended December 31, 2024, the Company transferred EVgo OpCo’s 2023 30C income tax credits for proceeds, net of transaction costs, of $ 9.0 million, of which $ 6.6 million represents the net proceeds attributable to the non-controlling interest and contributed to EVgo OpCo.

Note 17 — Share-Based Compensation

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Total share-based compensation expense

During the year ended December 31, 2023, the Company entered into a transition agreement with Catherine Zoi and certain other parties in connection with Ms.

Zoi’s anticipated resignation as the Company’s Chief Executive Officer.

Pursuant to the transition agreement, subject to certain conditions, Ms.

Zoi shall be deemed to have remained in continuous employment with the Company or its affiliates through April 30, 2024 (the “Separation Date”), for purposes of vesting, settlement, and exercisability of her outstanding and unvested Company restricted stock units (“RSUs”) and stock options, and Ms.

Zoi shall vest in her Time Vesting Incentive Units (as defined below) on January 16, 2024.

Zoi will additionally vest in her Sale Vesting Incentive Units (as defined below) upon the consummation of a sale of the Company during the six month period following Ms.

Zoi’s Separation Date, if such a sale transaction were to occur.

The Company determined that these provisions represented a modification of the existing awards, resulting in the cumulative compensation cost recognized for the original RSU, stock option, and Time Vesting Incentive Unit awards being zero immediately prior to the modification as none of the awards were otherwise expected to vest.

The incremental fair value of the modified RSU, stock option and Time Vesting Incentive Unit awards of $ 4.2 million were recognized over the period from the modification date to the Separation Date.

The incremental fair value of the modified Sale Vesting Incentive Unit awards was $ 6.1 million.

2021 Long Term Incentive Plan

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

The 2021 Incentive Plan reserves 33,918,000 shares of Class A common stock for issuance to employees, non-employee directors and other service providers.

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

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

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

As of December 31, 2025, there were 26,527,806 shares of Class A common stock available for grant.

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(vii) dividend equivalents;

(viii) other share- or cash-based

(viii) other share- or cash-based awards;

(ix) cash awards;

and (x) substitute awards.

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

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

Stock Options

The Company commenced granting stock options to certain senior employees in 2022.

Compensation expense related to share-based awards is measured and recognized in the financial statements based on the fair value of the awards granted.

Compensation expense related to share-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted.

The fair value of each option award is estimated on the grant date and recognized on a straight-line basis over the requisite service period.

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(shares in thousands)

Exercise Price

Contractual Life

Intrinsic Value

Shares Underlying Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

Aggregate Intrinsic Value

Outstanding as of December 31, 2024

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Exercisable as of December 31, 2025

As of December 31, 2024, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 0.2 million, which is expected to be recognized over a weighted average period of 1.1 years.

No stock options were exercised during the years ended December 31, 2024 and 2023.

No stock options were granted in 2024.

The weighted average grant date fair value of options granted during the year ended December 31, 2023 was $ 3.20 per share.

The fair value of the stock options granted during the year ended December 31, 2023 was computed using Black-Scholes or Hull White option-pricing models, in order to ensure that the valuation reflected all substantive characteristics of the instruments, with the assumptions described below.

The risk-free interest rate was based on the implied yield currently available in U.S.

Treasury securities at maturity with an equivalent term.

The Company has not declared or paid any dividends through December 31, 2024 and does not currently expect to do so in the future.

For valuations where the Company had limited historical volatility information available, the expected volatility was based on a weighted average between the actual volatility for comparable public companies and the actual volatility for the Company, if shorter than the expected term of the options.

The expected life under the Black-Scholes model was estimated using the simplified method or full remaining term, based on whether or not the participant was expected to exercise the option.

The expected life under the Hull-White model was calculated as the average time to achieve the 2.8 x strike exercise price in the simulation.

The following key assumptions were used in the option pricing models in computing the fair value of the stock options granted:

Risk-free interest rate

Expected dividend yield

Expected volatility

Expected life (in years)

As of December 31, 2025, the Company’s unrecognized share-based compensation expense related to stock options was de minimis.

No stock options were granted or exercised during the years ended December 31, 2025 and 2024.

Restricted Stock Units

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Nonvested and outstanding as of December 31, 2025

1 Weighted average grant date fair value reflects the impact of modified awards .

The total fair value of RSUs vested during the years ended December 31, 2025 and 2024 was $ 21.8 million and $ 11.1 million, respectively.

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Expected to vest as of December 31, 2025

The total fair value of MSUs that vested during the year ended December 31, 2024 was $ 0.2 million.

No MSUs vested during the year ended December 31, 2023.

The total fair value of MSUs that vested during the years ended December 31, 2025 and 2024 was $ 0.3 million and $ 0.2 million, respectively .

As of December 31, 2025, the Company’s unrecognized share-based compensation expense related to unvested MSUs was approximately $ 0.7 million, which is expected to be recognized over a weighted average period of 1.3 years.

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The maximum number of PSUs that may vest is determined based on actual Company achievement with vesting subject to continuous service over a three-year period and achievement of the performance conditions.

Compensation expense is recognized when performance targets are defined, the grant date is established, and it is considered probable that the performance objectives will be met.

Compensation expense is recognized when performance targets are defined, the grant date is

established, and it is considered probable that the performance objectives will be met.

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

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Expected to vest as of December 31, 2025

There were no PSUs that vested during the year ended December 31, 2024.

There were no PSUs that vested during the years ended December 31, 2025 and 2024.

As of December 31, 2025, the Company’s unrecognized share-based compensation expense related to unvested PSUs was approximately $ 5.0 million, which is expected to be recognized over a weighted average period of 1.8 years.

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The EVgo Holdings LLCA provides for the issuance of 1,000,000 Incentive Units.

Each Incentive Unit grants a profits interest

in EVgo Holdings, which can generally be described as a participation interest whose right to receive distributions is determined by the cumulative amount of distributions (cash or in-kind) received by each outstanding Capital Unit in EVgo Holdings up to and including the date of a distribution.

Each Incentive Unit grants a profits interest in EVgo Holdings, which can generally be described as a participation interest whose right to receive distributions is determined by the cumulative amount of distributions (cash or in-kind) received by each outstanding Capital Unit in EVgo Holdings up to and including the date of a distribution.

Distributions to the Incentive Unit holders are made solely from cash or property of EVgo Holdings.

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For equity-classified awards, changes in the share price or other pertinent variable, such as volatility or the risk-free rate, subsequent to the grant date would not cause the fair value estimate to be remeasured.

The Company has elected to use the straight-line approach to recognize compensation cost for the Time Vesting Incentive Units awards.

The Company elected to use the straight-line approach to recognize compensation cost for the Time Vesting Incentive Units awards.

No compensation cost will be recognized for the Sale Vesting Incentive Units until such time that an event as described above occurs.

The Company has elected to account for forfeitures as they occur.

There were no Incentive Units that were modified during the year ended December 31, 2024.

The fair value of Incentive Units modified during the year ended December 31, 2023 were calculated using the Monte Carlo simulation model.

Assumptions used in the valuation of the modified Incentive Units are as follows:

Risk-free interest rate

Discount for lack of marketability

Expected volatility

Time to exit (in years)

The Company elected to account for forfeitures as they occur.

Presented below is a summary of the activity of the Company’s Incentive Units:

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Nonvested as of December 31, 2024

Nonvested and expected to vest as of December 31, 2024

1 Weighted average grant date fair value reflects the impact of modified awards .

The total grant-date fair value of Time Incentive Units that vested during the years ended December 31, 2024 and 2023 was $ 0.9 million and $ 4.7 million, respectively.

As of December 31, 2024, the Company’s unrecognized share-based compensation expense related to unvested Time Vesting Incentive Units was de minimis and is expected to be recognized

over a weighted average period of 0.1 years.

Nonvested as of December 31, 2025

The Time Vesting Incentive Units were fully vested in January 2025.

The total grant-date fair value of Time Vesting Incentive Units that vested during the years ended December 31, 2025 and 2024 was $ 0.4 million and $ 0.9 million, respectively.

As of December 31, 2025, the Company has recognized all share-based compensation expense related to Time Vesting Incentive Units.

As of December 31, 2025, unrecognized share-based compensation expense related to unvested Sale Vesting Incentive Units was approximately $ 1.1 million, which is contingent upon the occurrence of a sale event.

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During loss periods, diluted loss per share is based on the weighted average number of common shares outstanding (basic), because the inclusion of common stock equivalents would be antidilutive.

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

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

Year Ended December 31,

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Net loss attributable to Class A common stockholders, basic and diluted

Weighted average common stock outstanding

Weighted average Class A common stock outstanding

Weighted average unvested Earnout Shares outstanding

Weighted average common stock outstanding, basic and diluted

Weighted average Class A common stock outstanding, basic and diluted

Net loss per share to Class A common stockholders, basic and diluted

The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, RSUs, stock options and unvested Earnout Shares.

The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, RSUs, MSUs, PSUs, stock options, and unvested Earnout Shares.

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

Year Ended December 31,

(in thousands)

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Stock options

Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted EPS since their vesting threshold (i.e., the $ 15.00 Triggering Event) had not yet been met as of December 31, 2024 and 2023 .

There were approximately 0.7 million MSUs that were excluded from the computation of diluted EPS as their market vesting conditions had not yet been met as of December 31, 2024 and 2023.

There were approximately 0.7 million PSUs that were excluded from the computation of diluted EPS as their performance conditions would not have been met as of December 31, 2024 .

Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted EPS since the volume-weighted average price of the share did not equal or exceed at least $ 15.00 as of both December 31, 2025 and 2024.

There were 1.0 million and 0.7 million MSUs that were excluded from the computation of diluted EPS as their market vesting conditions had not yet been met as of December 31, 2025 and 2024, respectively.

There was 1.1 million and 0.7 million PSUs that were excluded from the computation of diluted EPS as their performance conditions would not have been met as of December 31, 2025 and 2024, respectively .

Note 19 — Redeemable Noncontrolling Interest

As of December 31, 2024 and 2023, EVgo Holdings held 172,800,000 and 195,800,000 EVgo OpCo Units, respectively, in EVgo OpCo (reflecting the exclusion of 718,750 shares of Class A common stock held by other entities that were subject to possible forfeiture) and the same number of shares of Class B common stock, representing a 56.9 % and 65.4 % interest, respectively, in the Company.

As of December 31, 2025 and 2024, EVgo Holdings held 172,800,000 EVgo OpCo Units in EVgo OpCo (reflecting the exclusion of 718,750 shares of Class A common stock held by other entities that were subject to possible forfeiture) and the same number of shares of Class B common stock, representing a 56.2 % and 56.9 % interest, respectively, in the Company.

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

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The offset of any fair value adjustment is recorded to equity, with no impact to net income (loss).

On December 16, 2024, EVgo entered into a stock and unit purchase agreement (“SPA”) with EVgo OpCo and EVgo Holdings.

Pursuant to the SPA, and in connection with a notice delivered to us by LS Power, EVgo and EVgo OpCo agreed to redeem from LS Power 23,000,000 units of EVgo OpCo Units and 23,000,000 shares of Class B common stock.

In exchange for the EVgo OpCo Units and shares of Class B common stock, EVgo and EVgo OpCo agreed to transfer 23,000,000 newly issued shares of our Class A common stock to EVgo Holdings.

The redemption was completed on December 17, 2024.

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

As discussed in Note 1, EVgo entered into a SPA with EVgo OpCo and EVgo Holdings.

Pursuant to the SPA, EVgo Inc.

and EVgo OpCo agreed to redeem from EVgo Holdings 23,000,000 units of EVgo OpCo Units and 23,000,000 shares of Class B common stock.

In exchange for the EVgo OpCo Units and shares of Class B common stock, EVgo Inc.

and EVgo OpCo agreed to transfer 23,000,000 newly issued shares of Class A common stock to EVgo Holdings.

The exchange was effected through the Secondary Offering, which closed on December 18, 2024.

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

(in thousands)

Balance as of December 31, 2023

Contributions from noncontrolling interest

Equity-based compensation attributable to redeemable noncontrolling interest

Net loss attributable to redeemable noncontrolling interest

Fair value of OpCo Units redeemed

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

Balance as of December 31, 2024

Equity-based compensation attributable to redeemable noncontrolling interest

Contributions from noncontrolling interest

Fair value of OpCo Units redeemed

Equity-based compensation attributable to redeemable noncontrolling interest

Net loss attributable to redeemable noncontrolling interest

4 unchanged sentences

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What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk