What changed in this filing

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Item 9A. Controls and Procedures

2026-03-09 compared with 2025-03-06 · 53 added, 36 removed, 136 unchanged (40% of the section changed)

4 unchanged sentences

Under the supervision of our Board of Directors and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, or the “certifying officers”, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in and pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025.

The certifying officers concluded that, as a result of the material weakness in internal control over financial reporting described below in “Management’s Report on Internal Control Over Financial Reporting”, our disclosure controls and procedures were not effective as of December 31, 2024;

The certifying officers concluded that, primarily as a result of the material weaknesses in internal control over financial reporting described below in “Management’s Report on Internal Control Over Financial Reporting”, our disclosure controls and procedures were not effective as of December 31, 2025;

accordingly, we are implementing additional procedures to remediate these shortcomings as outlined below.

Notwithstanding the identified material weakness, our management believes the consolidated financial statements included in this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in accordance with U.S.

Notwithstanding the identified material weaknesses, this did not result in any material misstatements to our consolidated financial statements as of and for the year ended December 31, 2025.

Our management believes the consolidated financial statements included in this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in accordance with U.S.

Management’s Report on Internal Control Over Financial Reporting

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Our management, with participation of the certifying officers, under the oversight of our Board of Directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, using the framework in Internal Control — Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission (commonly referred to as the “COSO” framework).

Based on that evaluation, management concluded our internal control over financial reporting was not effective as of December 31, 2024 due to the material weakness identified in the paragraph below.

The following material weakness in internal control over financial reporting was identified as of December 31, 2024:

due to an ineffective information and communication process to ensure the completeness and accuracy of underlying data and reports, we did not effectively design, implement and operate process-level controls and effective general information technology (“IT”) controls relevant to our financial reporting processes.

Notwithstanding the material weakness in internal control over financial reporting identified above, this did not result in any material misstatements to our consolidated financial statements as of and for the year ended December 31, 2024.

This Annual Report does not include an attestation report of our independent registered public accounting firm due to the established rules of the SEC.

Remediation Plan for Existing Material Weakness in Internal Control over Financial Reporting

During 2024, we evaluated our IT systems and financial reporting processes, and we are in the process of expanding the functionality of some of our IT systems and implementing certain new IT systems to provide for higher levels of automation and assurance in our financial reporting function.

These changes are expected to result in the generation of accurate and complete information that can be relied upon to execute process and IT controls in a repeatable manner.

Based on that evaluation, management concluded our internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses identified in the paragraph below.

The following material weaknesses in internal control over financial reporting were identified as of December 31, 2025:

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

Additionally, we had ineffective general information technology controls (“GITCs”) for certain IT systems related to charging revenue, which results 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 due to a lack of a sufficient number of trained resources to identify the underlying data and reports relied upon in our financial reporting process and to sufficiently design, implement or operate process level controls, including controls to validate the completeness and accuracy of underlying data and reports.

We also did not have an effective information and communication process to identify, capture, and process relevant information necessary for financial reporting.

Further, there was insufficient monitoring to ensure the appropriateness of control design and implementation and to ensure the appropriateness of the level of documentation maintained to support the operation of internal controls.

Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report, issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP’s report appears on page 92 of this Annual Report.

Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting

During 2025, we became subject to the provisions of Section 404(b) of the Sarbanes-Oxley Act.

We have continued to implement remediation plans around expanding the functionality of certain of our IT systems and designing and implementing GITCs over a new IT system related to our charging revenue process that supports the consistent operation of the Company’s IT operating systems, databases and end user computing over financial reporting, and ensuring they are operating effectively to support process level automated and manual controls activities that are dependent upon information derived from that IT system.

We have engaged external consultants to develop and perform a pre-implementation review of our new charging revenue IT system, which will include a review of the charging revenue process and key controls.

We will continue designing and implementing controls around the identification and validation of the completeness and accuracy of our data and reports used in our financial reporting processes.

This includes change management and monitoring over such data and information.

In addition to these enhancements, we plan to continue to evaluate skill gaps and hire additional personnel (including both internal and external resources), as needed, with public company experience to develop and implement additional policies, procedures and controls.

We plan to also provide ongoing training for key personnel responsible for the design, implementation, and effective operation of controls.

These changes are designed to result in the generation of accurate and complete information that can be relied upon to execute process level and IT controls in a consistent and repeatable manner.

We are also implementing further monitoring activities to enable us to continuously evaluate improvements to be made in our financial reporting processes and automated and manual controls to ensure that risks are properly identified and addressed.

The actions we are taking are subject to ongoing senior management review, as well as oversight from our Board of Directors.

When fully implemented and operational, we believe the measures described above will remediate the underlying causes of the control deficiencies that gave rise to the material weakness and strengthen our internal control over financial reporting.

However, remediation efforts may continue beyond the fiscal year ending December 31, 2025.

We will not be able to fully remediate this material weakness until these steps have been completed and have been operating effectively for a sufficient period of time.

We may also identify additional measures that may be required to remediate the material weakness in our internal control over financial reporting, necessitating further action.

When fully implemented and operational, we believe the measures described above will remediate the underlying causes of the control deficiencies that gave rise to the material weaknesses and strengthen our internal control over financial reporting.

However, remediation efforts may continue beyond the fiscal year ending

December 31, 2026.

We will not be able to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time.

We may also identify additional measures that may be required to remediate the material weaknesses in our internal control over financial reporting, necessitating further action.

Changes in Internal Control over Financial Reporting

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Other Information .

During the three months ended December 31, 2024, the following Section 16 officer adopted, modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):

● On December 20, 2024 , Badar Khan , our Chief Executive Officer and a member of our Board of Directors, terminated a 10b5-1 trading plan that he had previously adopted on June 10, 2024.

Khan’s former plan provided for the sale of up to 595,713 , shares of Class A common stock between November 2024 and November 2025 (or such earlier time as provided pursuant to the terms of the trading plan).

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended December 31, 2024 by any of our Section 16 officers or directors.

Each of the existing Rule 10b5-1 trading arrangements of our Section 16 officers are in compliance with our Insider Trading Policy, and any actual sale transactions made pursuant to such trading arrangements are disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.

During the three months ended December 31, 2025, no Section 16 officer adopted , modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act).

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted , modified or terminated during the three months ended December 31, 2025 by any of our Section 16 officers or directors.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Directors, Executive Officers and Corporate Governance .

The information required by this item will be included in our definitive proxy statement (the “2025 Proxy Statement”), which will be filed with the SEC not later than 120 days after the end of our fiscal year and which is incorporated herein by reference.

The information required by this item will be included in our definitive proxy statement for our 2026 annual meeting (the “2026 Proxy Statement”) under the captions “Board of Directors and Committees;

Corporate Governance” and “Executive Officers,” which will be filed with the SEC not later than 120 days after the end of our fiscal year and which is incorporated herein by reference .

Insider Trading Policy

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A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

Code of Ethics

Code of Conduct

We have adopted a Code of Conduct that applies to our directors, officers and other employees.

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Executive Compensati on.

The information required by this item will be included in the 2025 Proxy Statement, which will be filed with the SEC not later than 120 days after the end of our fiscal year and is incorporated herein by reference.

The information required by this item will be included in the 2026 Proxy Statement under the caption “Compensation Discussion and Analysis,” which will be filed with the SEC not later than 120 days after the end of our fiscal year and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .

The information required by this item will be included in the 2026 Proxy Statement under the caption “Security Ownership of Certain Benenficial Owners and Management,” which will be filed with the SEC not later than 120 days after the end of our fiscal year and is incorporated herein by reference.

Certain Relationships and Related Transactions and Director Independence .

The information required by this item will be included in the 2026 Proxy Statement under the caption “Certain Relationships and Related Transcations,” which will be filed with the SEC not later than 120 days after the end of our fiscal year and is incorporated herein by reference.

Principal Accountant Fees and Services .

The information required by this item will be included in the 2026 Proxy Statement under the caption “Principal Accountant Fees and Services,” which will be filed with the SEC not later than 120 days after the end of our fiscal year and is incorporated herein by reference.

Exhibits and Financial Statement Schedules .

1 unchanged sentence

(1) List of Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

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Sponsor Agreement, dated as of January 21, 2021, by and among the Company, EVgo Holdco, LLC, Climate Change Crisis Real Impact I Acquisition Holdings, LLC and certain investors (incorporated by reference to Exhibit E to the Business Combination Agreement, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 22, 2021).

Amendment to Sponsor Agreement, dated as of July 1, 2021, by and among the Company, EVgo Holdco, LLC, Climate Change Crisis Real Impact I Acquisition Holdings, LLC and certain investors (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2021).

reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2021).

Registration Rights Agreement, dated as of July 1, 2021 by and among the Company, Climate Change Crisis Real Impact I Acquisition Holdings, LLC and certain other parties (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2021).

1 unchanged sentence

1 to the Registration Rights Agreement, dated as of December 4, 2024 by and between the Company and EVgo Holdings, LLC.

(incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 6, 2025).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2021).

3 unchanged sentences

Tax Receivable Agreement, dated as of July 1, 2021, by and among the Company, CRIS Thunder Merger LLC and EVgo Holdings, LLC (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2021) .

2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2021).

2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2025).

Form of Restricted Stock Unit Agreement adopted pursuant to the EVgo Inc.

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Amended & Restated Employment Agreement, dated January 17, 2024, between EVgo Services LLC and Dennis Kish (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 17, 2024).

Employment Agreement, dated September 18, 2024 between EVgo Services LLC and Paul Dobson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 19, 2024).

Loan Guarantee Agreement, by and between EVgo Swift Borrower LLC and U.S.

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Stock and Unit Purchase Agreement, dated as of December 16, 2024, among EVgo Inc., EVgo OpCo, LLC and EVgo Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 18, 2024).

Employment Agreement dated December 8, 2025 by and between EVgo Services LLC and Keefer Lehner (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2025).

Credit Agreement, by and among Voyager Borrower, SMBC, as administrative agent, and the Voyager Lenders and other parties, dated as of July 23, 2025 (incorporated by reference to Exhibit 10.1 on the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025).

Insider Trading Policy, amended and restated as of December 21, 2023 (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2024).

1 unchanged sentence

Consent of Independent Registered Public Accounting Firm.

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.

Section 1350.

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Executive Compensation Clawback Policy, effective December 1, 2023 (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2024).

XBRL Instance Document.

XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document .

XBRL Taxonomy Extension Schema Document.

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Costs charged to expenses

Benefit realized from transfer of 30C income tax credits, net

Deductions and write-offs

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As of December 31, 2025

1 Represents an allowance on the deferred tax asset related to the Company's investment in EVgo OpCo and therefore is an adjustment to equity.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 6, 2026.

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Badar Kahn, Paul Dobson and Francine Sullivan, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Each person whose signature appears below constitutes and appoints Badar Kahn, Keefer Lehner and Francine Sullivan, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 6, 2026 by the following persons on behalf of the registrant and in the capacities indicated:

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(Principal Executive Officer)

/s/ Paul Dobson

/s/ Keefer Lehner

Chief Financial Officer

Keefer Lehner

(Principal Financial Officer and

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

What changed 10-K

Item 9A. Controls and Procedures