Item 9A. Controls and Procedures
Item 9A. Controls and Procedures .
Management’s Evaluation of Disclosure Controls and Procedures
Per Rules 13a-15(e) and 15d-15(e) under the Exchange Act, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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, 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 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. GAAP.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. A company’s internal control over financial reporting includes those policies and procedures that:
● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of such company;
● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of such company are being made only in accordance with authorizations of management and the directors of such company; and
● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of such 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 all 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. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
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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, 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 weaknesses and strengthen our internal control over financial reporting. However, remediation efforts may continue beyond the fiscal year ending
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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
Other than the remediation progress discussed above, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information .
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance .
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
We have adopted an Insider Trading Policy governing transactions in the Company’s securities and derivative securities relating to the Company’s common stock that applies to our directors, officers, and consultants. We also follow certain procedures for the repurchase of our securities. We believe that our Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.
Code of Conduct
We have adopted a Code of Conduct that applies to our directors, officers and other employees. This code of ethics is available on our website at https://investors.evgo.com/governance/governance-documents/ . We will post any amendments to the Code of Conduct at that location.
Item 11. Executive Compensati on.
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.
Item 12. 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.
Item 13. 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.
Item 14. 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.
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PART IV
Item 15. Exhibits and Financial Statement Schedules .
(a) Documents filed as part of the Annual Report on Form 10-K.
(1) List of Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders’ Deficit
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedule
Schedule II — Valuation and Qualifying Accounts
(3) List of Exhibits
Exhibit
Number
Description
2.1+
Business Combination Agreement, dated as of January 21, 2021, by and among the Company, CRIS Thunder Merger LLC, EVgo Holdings, LLC, EVgo Holdco, LLC and EVgo OpCo, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 22, 2021).
3.1
Third Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 22, 2023).
3.2
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2021).
4.1
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (Registration No. 333-248718), filed with the Securities and Exchange Commission on September 10, 2020).
4.2
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (Registration No. 333-248718), filed with the Securities and Exchange Commission on September 10, 2020).
4.3
Warrant Agreement, dated September 29, 2020, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 5, 2020).
4.4
Description of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2023).
10.1
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).
10.2+
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
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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).
10.3
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).
10.4
Amendment No. 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).
10.5
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).
10.6
Form of Subscription Agreement (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 22, 2021).
10.7
Amended and Restated Limited Liability Company Agreement of EVgo OpCo, LLC, dated as of July 1, 2021, by and among the Company, EVgo OpCo, LLC, CRIS Thunder Merger, LLC and EVgo Holdings, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2021).
10.8
Amended and Restated Nomination Agreement, dated as of March 18, 2022, by and between the Company and EVgo Holdings, LLC (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 24, 2022).
10.9
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) .
10.10†
EVgo Inc. 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).
10.11†
Form of Restricted Stock Unit Agreement adopted pursuant to the EVgo Inc. 2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2021).
10.12†
Form of Restricted Stock Unit Agreement (Executive) adopted pursuant to the EVgo 2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2023).
10.13†
Form of Restricted Stock Unit Agreement (Performance-Based) adopted pursuant to the EVgo 2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 6, 2024).
10.14†
Form of Stock Option Agreement adopted pursuant to the EVgo Inc. 2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 13, 2022).
10.15†
Form of Stock Option Agreement (Executive) adopted pursuant to the EVgo Inc. 2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 6, 2024).
10.16†
EVgo Inc. Executive Change in Control and Severance Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2023).
10.17†
Employment Agreement, dated August 1, 2023, between EVgo Services LLC and Badar Khan (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 August 2, 2023).
10.18†
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).
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10.19
Loan Guarantee Agreement, by and between EVgo Swift Borrower LLC and U.S. Department of Energy, dated as of December 12, 2024 (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 12, 2024).
10.20†
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).
10.21†
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).
10.22
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).
19.1
EVgo Inc. 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).
21.1*
List of Subsidiaries.
23.1*
Consent of Independent Registered Public Accounting Firm.
31.1*
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.
31.2*
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.
32.1**
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.
97.1†
EVgo Inc. 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).
101.INS
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 .
101.SCH*
XBRL Taxonomy Extension Schema Document.
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).
+
The schedules to this Exhibit have been omitted in accordance with Regulation S-K Items 601(a)(5) and 601(b)(2). We agree to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request.
*
Filed herewith.
** Furnished herewith.
†
Indicates a management contract or compensatory plan, contract or arrangement.
Item 16. Form 10-K Summary .
Not applicable.
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2025 and 2024
Allowance for
Allowance for
Doubtful
Deferred
(in thousands)
Accounts
Tax Assets
As of December 31, 2023
$
1,116
$
167,188
Costs charged to expenses
923
47,506
Benefit realized from transfer of 30C income tax credits, net
—
( 2,389 )
Deductions and write-offs
( 843 )
—
As of December 31, 2024
1,196
212,305
Costs charged to expenses
6,062
14,791
Other 1
—
( 7,079 )
Benefit realized from transfer of 30C income tax credits, net
—
( 5,224 )
Deductions and write-offs
( 7,183 )
—
As of December 31, 2025
$
75
$
214,793
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.
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SIGNATURES
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.
EVgo Inc.
By:
/s/ Badar Khan
Badar Khan
Chief Executive Officer and Director
POWER OF ATTORNEY
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.
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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:
Name
Title
/s/ Badar Khan
Chief Executive Officer and Director
Badar Khan
(Principal Executive Officer)
/s/ Keefer Lehner
Chief Financial Officer
Keefer Lehner
(Principal Financial Officer and
Principal Accounting Officer)
/s/ David Nanus
Chairman of the Board and Director
David Nanus
/s/ Peter Anderson
Director
Peter Anderson
/s/ Joseph Esteves
Director
Joseph Esteves
/s/ Scott Griffith
Director
Scott Griffith
/s/ Darpan Kapadia
Director
Darpan Kapadia
/s/ Katherine Motlagh
Director
Katherine Motlagh
/s/ Jonathan Seelig
Director
Jonathan Seelig
/s/ Paul Segal
Director
Paul Segal
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