What changed in this filing

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Item 1. Business

2024-03-06 compared with 2023-03-30 · 176 added, 211 removed, 281 unchanged (58% of the section changed)

Unless otherwise indicated or unless the context otherwise requires, all references to “EVgo” and the “Company” refer to EVgo Inc.

and all of its subsidiaries.

EVgo is a leader in charging solutions, building and operating the infrastructure and tools needed to expedite the mass adoption of electric vehicles for individual drivers, rideshare and commercial fleets, and businesses.

Since its founding in 2010, EVgo has led the way to a cleaner transportation future and its network has been powered by 100% renewable energy since 2019 through the purchase of renewable energy certificates.

As one of the nation’s largest public fast charging networks, EVgo’s owned and operated charging network of approximately 900 fast charging locations services over 60 metropolitan areas and 30 states.

EVgo continues to add more DC fast charging locations through EVgo eXtend, its white label service offering.

and its subsidiaries.

EVgo is a leader in EV charging solutions, building and operating the infrastructure and tools needed to expedite the mass adoption of EVs for individual drivers, rideshare and commercial fleets, and businesses.

EVgo is one of the nation’s largest public fast charging networks, featuring over 950 fast charging locations across more than 35 states, including stations built through EVgo eXtend, its white label service offering.

EVgo is accelerating transportation electrification through partnerships with automakers, fleet and rideshare operators, retail hosts such as grocery stores, shopping centers, and gas stations, policy leaders, and other organizations.

With a rapidly growing network, robust software products and unique service offerings for drivers and partners including EVgo Optima, EVgo Inside, EVgo Rewards, and Autocharge+, EVgo enables a world-class charging experience where drivers live, work, travel and play.

EVgo has a flexible business model that derives value through multiple revenue streams.

The foundation of the Company’s business is the development and operation of EV charging sites through which it dispenses electricity to EVs driven by individuals, commercial drivers and fleet operators.

With a rapidly growing network and unique service offerings for drivers and partners, EVgo enables a world-class charging experience where drivers live, work, travel and play.

The foundation of the Company’s business is building, owning and operating EV fast charging sites that deliver charging to EVs driven by individuals, commercial drivers and fleet operators.

EVgo is prioritizing the build out of ultra-fast chargers, a key market segment that is expected to grow faster than the overall EV charging market.

See “— Suppliers and Service Providers — Electricity.” To take advantage of the expected rapid growth in the number of EVs on the road in the United States, the Company is rapidly expanding its network of charging stations, focusing on development of locations with favorable traffic, utilization and financial return characteristics.

See “— Suppliers and Service Providers — Electricity.” To take advantage of the expected growth in the number of EVs on the road in the United States, the Company continues to expand its network of charging stations, focusing on development of locations with favorable traffic, utilization and financial return characteristics.

The Company’s proprietary technology and analytical tools, along with its extensive commercial partnerships with OEMs, fleets and governments, provide a strong competitive edge as it selects, designs and develops new charging stations.

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EVgo’s partnerships and collaboration with a wide range of automotive OEMs, rideshare operators and other channel partners are designed to incentivize and accelerate EV adoption across the U.S.

Through these partnerships, EVgo’s network has powered more than 400 million electric miles as of December 31, 2022.

Through these partnerships, EVgo’s network powered more than 395 million electric miles during 2023.

Total miles delivered is equal to the number of kWh EVgo has dispensed multiplied by the number of miles the average EV receives from a single kWh (“vehicle efficiency”).

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The weighted average vehicle efficiency is applied to the EVgo kWh dispensed in the associated period.

EVgo also serves the rapidly growing EV fleet segment.

The Company develops and deploys fleet-charging solutions for light-, medium- and heavy-duty EV fleets.

EVgo also serves the rapidly growing EV fleet segment with the fastest growing segments being rideshare and autonomous rideshare.

Reliable and flexible charging is essential to fleet electrification.

EVgo is developing, building, operating and servicing charging assets for fleets at their own depot locations, at off-site charging hubs that EVgo has secured, or via EVgo’s expansive public network.

In addition, EVgo is able to integrate proprietary EVgo Optima software to connect to a fleet’s logistics platform.

To date, fleet contracts have often included guaranteed payment streams in exchange for guaranteed network access, which benefits both EVgo and a fleet operator.

Whether EVgo retains ownership of the charging infrastructure itself, depends on the terms and conditions of the commercial arrangement with the particular fleet customer.

To accelerate its network expansion and increase customer reach, EVgo also offers a white label solution – EVgo eXtend – that helps partners invest in and build EV charging stations for their customers.

Through EVgo eXtend, EVgo leverages its decade-plus track record of operational experience and site design, helping businesses develop charging assets that are serviced through EVgo’s national network (and often co-branded).

EVgo eXtend generates revenue from the site development, equipment delivery, engineering and construction of the stations, as well as ongoing revenue through operations, networking and maintenance of those sites.

The Company is able to deploy fleet-charging solutions for light-, medium-, and heavy-duty EV fleets, and EVgo is developing, building, operating and servicing charging assets for fleets at their own depot locations, at off-site charging hubs that EVgo has secured, or via EVgo’s expansive public network.

To date, fleet contracts have either been structured as volumetric agreements or included guaranteed payment streams in exchange for guaranteed network access.

To complement its core business model and increase customer reach, EVgo also offers EVgo eXtend, a white label solution, primarily under its charging infrastructure agreement (the “Pilot Infrastructure Agreement”) with Pilot Travel Centers LLC (the “Pilot Company”).

EVgo eXtend helps partners invest in and build EV charging stations for use by their customers.

EVgo generates revenue from site development, equipment delivery, engineering and construction activities related to EVgo eXtend stations, as well as ongoing revenue through operations, networking and maintenance of those sites.

In addition to the provision of EV charging infrastructure, EVgo is continuing to develop and deploy innovative software-based, value-added services to drivers and partners.

These offerings enhance the customer experience across EVgo’s business segments by layering proprietary technology functionality on top of its leading charging network, with the intention of widening EVgo’s competitive advantage and providing accretive revenue streams.

To date, EVgo has developed and deployed time-of-use per kWh pricing across its California public network, expanded the EVgo Reservations offering to more metropolitan markets across the U.S., launched multiple new subscription plans nationwide (EVgo Basic and EVgo PlusMAX) and extended its EVgo Rewards driver loyalty program.

EVgo Advantage is EVgo’s proprietary technology that delivers on-the-spot promotions from local businesses to EV drivers when they plug-in and start charging.

In 2022 EVgo closed two additional EVgo Advantage partnerships which now cover more than 20 EVgo locations.

EVgo also has a customizable mobile app to make charging simple for EV drivers, delivering a user experience that makes switching to an EV more inviting.

To improve the customer charging experience, in 2022 EVgo developed and launched Autocharge+, which allows customers to use their EV as both identification and authentication of a charging event by allowing customers to register eligible EVs with EVgo.

Customers who enable this feature can simply drive up to an EVgo station, plug in their EV, and start charging.

Since launch there has been a steady increase in the percentage of charging sessions initiated via Autocharge+.

Further, this capability is supported by Teslas using the newly-available CCS1 adaptor, enabling EVgo to offer drivers of many Tesla models a similar experience to their native Tesla charging network upon registering their EVs with EVgo.

EVgo also extended EVgo’s ability to attract, enroll, and retain customers through the development of EVgo Inside, which provides a suite of application programming interfaces (“APIs”) that enable a third party to embed the complete EVgo experience into their branded applications and launched this capability with GM, Toyota, and Lyft.

EVgo also owns PlugShare, which is the leading global platform for EV drivers to locate and provide information relating to charging stations and provide feedback on their charging experiences, while leveraging tools like Pay with PlugShare and EV Trip Planner.

These offerings enhance the customer experience across EVgo’s business segments by layering proprietary technology functionality on top of its charging network, with the intention of creating a competitive advantage and providing accretive revenue streams.

EVgo has a customizable mobile app to make charging simple for EV drivers, delivering a user experience that makes switching to an EV more inviting.

Features such as EVgo’s Autocharge+, which enables drivers who register an eligible EV to start a charge simply by plugging in, EVgo Reservations, EVgo Rewards and EVgo Advantage further enhance the driver experience and provide a clear differentiation from other charging providers.

Certain other features such as EVgo Inside, which provides a suite of application programming interfaces (“APIs”) that enable a third party to embed the complete EVgo experience into their branded applications, are designed to enhance B2B partner experiences with EVgo.

EVgo Inside is used by some of EVgo’s largest customers including GM, Toyota, and Lyft.

EVgo also owns PlugShare, which is a leading global platform for EV drivers to locate and provide information relating to charging stations and provide feedback on their charging experiences, while leveraging tools like PAY WITH PLUGSHARE, which is available across a portion of the EVgo network, and EV Trip Planner.

Beyond its services to EV drivers, PlugShare delivers data to automakers and other customers through the PlugShare API and manages the world’s largest EV driver research panel through PlugInsights.

PlugShare also delivers advertising impressions globally on behalf of its advertising customers.

In 2022 EVgo expanded Pay with PlugShare to include a portion of the EVgo network, launched a PlugShare Premium service, and increased advertising inventory and capabilities across the platform.

Company History

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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, which, in turn, holds only EVgo OpCo Units.

See “ Part II, Item 8.

Consolidated Financial Statements and Supplementary Data – Note 3 – Business Combinations ” for more information.

On the PlugShare Acquisition Date, the Company entered into the PlugShare Agreement to acquire 100% of the outstanding common stock of PlugShare LLC (f/k/a Recargo, Inc.).

On December 29, 2021, Recargo, Inc., a California corporation, converted into EVgo Recargo, LLC, a California limited liability company.

On March 16, 2022, EVgo Recargo, LLC changed its name to PlugShare LLC.

Market Overview

The EV charging market is inextricably linked to the general market for EVs, which has experienced significant recent growth.

For the year end December 31, 2022, new battery EV sales in the United States were approximately 812,000, an increase of 65% compared to 2021, according to Cox Automotive.

The EV charging market is inextricably linked to the general market for EVs, which continues to experience significant growth.

For the year end December 31, 2023, new battery EV sales in the United States were approximately 1.2 million, an increase of 44% compared to 2022, according to Cox Automotive.

Market growth is driven by tailwinds such as increased EV model availability and performance, lower upfront prices for EVs, lower total cost of ownership (“TCO”) as compared to internal combustion engine (“ICE”) vehicles, increased range and availability of chargers and federal, state and local incentives and regulations.

In response to the growing electrification trend, nearly all major automobile manufacturers have committed to the production of EV models, with over 60 EV models anticipated to be available in 2023 from over 30 manufacturers and nearly a dozen more models coming onto the market soon.

Additionally, major automobile manufacturers have set aggressive targets for EV sales, with General Motors (“GM”) announcing aims to phase out ICE vehicle sales by 2035, Ford planning on 40% to 50% of its global vehicle volume to be all-electric by 2030, and Mercedes-Benz and Volvo each committing to be all electric by 2030.

According to forecasts from the United States Department of Transportation and Bloomberg New Energy Finance (“BNEF”), approximately eight million EVs are expected to be on American roads by 2025, nearly 34 million EVs by 2030 and over 125 million by 2040, which would represent approximately 50% of all motor vehicles in the U.S.

Automobile and battery manufacturers have substantially increased their efforts to offer EVs at a wide range of price points and to develop batteries with higher efficiencies and lower costs.

According to a 2022 report by Reuters, $1.2 trillion is expected to be spent on EV investment through 2030 by global automobile OEMs.

In response to the growing electrification trend, nearly all major automobile manufacturers have committed to the production of EV models, with over 75 EV models expected to be available in the U.S.

in 2024 from over 35 manufacturers.

Additionally, major automobile manufacturers have set aggressive targets for EV production and sales.

According to forecasts from the United States Department of Transportation and Bloomberg New Energy Finance (“BNEF”), it is expected that approximately nine million EVs will be on roads in the U.S.

by 2025, over 37 million EVs by 2030 and over 139 million EVs by 2040, which would represent approximately 59% of all motor vehicles in the U.S.

Automobile and battery manufacturers are offering EVs at a wider range of price points and developing batteries with higher efficiencies and lower costs.

According to a 2023 report by Bloomberg, significant EV investment is expected to

be made globally through 2030 by participants in the EV charging industry.

Their investments are expected to expand and put EVs and their associated technologies into mass production, which in turn is expected to underpin optimization of the global EV supply chain.

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As overall EV costs decline, it is expected that greater numbers of EV models will reach TCO parity with their ICE equivalents and that the TCO advantage for other types of EVs will expand.

In addition to price and TCO declines, widespread adoption of EVs will require consumer confidence in vehicle range, charger availability and increased model choice.

Newer EV models, including the Chevrolet Bolt EUV, Toyota bZ4X, Nissan Ariya, Subaru Solterra, Ford F-150 Lightning, BMW i4, Hyundai Ioniq5, Kia EV6, VW ID.4, Audi Q4 e-tron, Rivian R1S, Volvo C40 Recharge and Tesla Models 3/Y/S/X, have eclipsed 200 miles of range on a full charge, a significant improvement to earlier EV models.

In addition to price and TCO decreases, widespread adoption of EVs will require consumer confidence in vehicle range, charger availability and increased model choice.

In the U.S., 25 EV models have eclipsed 300 miles of range on a full charge, a notable improvement compared to earlier EV models.

Researchers and automotive engineers expect that EV ranges will continue to improve as battery technologies advance and costs decline over time.

Beyond increases in range, broadly expanded EV offerings in the sport utility vehicle (“SUV”), crossover utility vehicle and pickup truck segments over the next three to five years are expected to greatly expand the market appeal and reach of EVs and further accelerate adoption of EVs.

Beyond increases in range, broadly expanded EV offerings in the sport utility vehicle (“SUV”), crossover utility vehicle and pickup truck segments over the next several years are expected to greatly expand the market appeal and reach of EVs and further accelerate adoption of EVs.

These advances are further supported by incentives and rebates offered by federal, state and local governments to encourage the adoption of EVs.

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The IRA also expanded, extended, and introduced new eligibility requirements for the tax credit for electric vehicle service equipment (“EVSE”) under Section 30C of the Code.

States including California, Colorado, Delaware, Illinois, Massachusetts, New Jersey and New York also offer various rebates, grants and tax credits to incentivize both EV purchases or leases, and pursuant to the IIJA, funding will soon become available for EVSE nationwide through grant programs administered by state departments of transportation.

Several states also offer various rebates, grants and tax credits to incentivize both EV purchases and leases, and pursuant to the IIJA, funding became available in 2023 for EVSE nationwide through grant programs administered by state departments of transportation .

Demand for EVs has also been encouraged by regulatory developments and changes in consumer habits.

Several states — including California, Oregon, New Jersey, New York, Maryland and Massachusetts — have adopted or proposed mandates for EVs, and California alone has set an aggregate goal of more than seven million EVs on the road by 2030, which, by California Energy Commission estimates, will require 1.2 million private and shared public chargers.

Additionally, California has enacted its Clean Miles Standard and Incentive Program (the “Clean Miles Standard”) aiming to reduce greenhouse gas emissions from transportation networking companies (“TNCs”), such as rideshare vehicles, through electrification and other means.

In 2021, California also finalized the Advanced Clean Truck (“ACT”) rule, a regulation that requires an increasing percentage of medium- and heavy-duty trucks sold in the state to be zero emissions.

States such as Washington, New York, New Jersey and Oregon have also adopted the ACT rule.

These regulations, combined with a shift toward car-sharing and mobility as a service offering, will rapidly accelerate EV adoption by fleets in the coming years.

EV charging demand is a direct result of the number of EVs operating during a given period, miles traveled by such EVs and vehicle efficiency of such EVs.

Several states have adopted or proposed mandates for EVs, and California alone has set an aggregate goal of more than seven million EVs on the road by 2030, which, by California Energy Commission estimates, will require one million private and shared public chargers.

Additionally, California has enacted its Clean Miles Standard and Incentive Program (the “Clean Miles Standard”) aiming to reduce greenhouse gas emissions from transportation networking companies, such as rideshare vehicles, through electrification and other means.

California’s Advanced Clean Truck (“ACT”) rule requires an increasing percentage of medium- and heavy-duty trucks sold in the state to be zero emissions, and several other states have also adopted the ACT rule.

These regulations, combined with a shift toward car-sharing and mobility as a service offering, are expected to rapidly accelerate EV adoption by fleets in the coming years .

EV charging demand is driven by the number of EVs operating during a given period, miles traveled by such EVs and vehicle efficiency of such EVs.

The market for fulfilling charging demand is bifurcated between high-powered DC fast and ultra-fast charging and lower powered Level 1 (defined below) and Level 2 (defined below) charging.

The demand for different charging types is a function of the EV mix, owner demographics, locational factors, charger availability, pricing and EV use cases (e.g., private ownership, rideshare, commercially and municipally owned fleets, etc.).

The relative demand for different charging types is a function of the EV mix, owner demographics, locational factors, charger availability, pricing and EV use cases (e.g., private ownership, rideshare, commercially and municipally owned fleets, etc.).

Lower-powered Level 1 and Level 2 charging is primarily used by EV owners with access to home or workplace charging and currently accounts for the majority of personal EV charging.

Level 2 charging is also used by certain fleets that have the ability to charge overnight, have a low daily mileage requirement and return to a centralized location daily.

Current DCFC customers are primarily those drivers who need to charge away from home in central business districts, those drivers who do not have access to home or workplace charging, or high-mileage fleets that seek to minimize downtime and maximize miles traveled.

Broadening demographics of EV owners, larger battery sizes, larger EVs with higher kWh usage per mile, increased EV penetration in medium- and heavy-duty vehicle applications, increasing adoption of rideshare and last-mile delivery services, and the proliferation of autonomous vehicle fleets are expected to increase demand for DCFC faster than demand for overall EV charging.

According to forecasts from BNEF, fast charging is expected to constitute more than 25% of all public EV charging demand by 2030 as compared to less than 15% in 2021.

While EVs are more readily available and may benefit from first-mover, supply chain and infrastructure availability advantages relative to other non-ICE vehicles, several alternative vehicle types are also being developed which rely on hydrogen, biodiesel or hybrid powertrains for alternatives to fossil fuels.

Sales of such vehicles may reduce the number of drivers requiring EV charging infrastructure.

Current DCFC customers are primarily those drivers who need to charge away from home for convenience or due to long-distance travel, those drivers who do not have access to home or workplace charging or high-mileage fleets that seek to minimize downtime and maximize miles traveled.

for overall EV charging.

According to 2023 forecasts from BNEF, fast charging is expected to constitute approximately 40% of all EV charging demand by 2030.

EV Chargers and Standards

Working with the charger manufacturing industry, EVgo has specified and deployed a next generation DC fast charging station architecture whereby modular power units are placed under software management and control, allowing power output to be shared dynamically between vehicles that are simultaneously connected to a charger.

EVgo has successfully deployed this architecture and demonstrated that this dynamic power sharing technology reduces upfront capital and ongoing operating costs, maximizing return on investment, while increasing operational flexibility and lowering operating risk.

This advanced architecture allows EVgo to meet increasing charging requirements of the future, including higher charging speeds, higher power provisioning, dynamic energy and demand management, access prioritization, queuing management and scheduling across different EV models, customer types and use cases.

This modular software-defined design maximizes charger throughput, asset utilization and ease of future power augmentation while eliminating single points of failure risks and improving charger reliability and availability.

EVgo deploys a DC fast charging station architecture that may include modular power units that are placed under software management and control, allowing power output to be shared dynamically between vehicles that are simultaneously connected to a charger.

This dynamic power sharing technology reduces upfront capital and ongoing operating costs, maximizing return on investment, while increasing operational flexibility and lowering operating risk, allowing EVgo to meet increasing charging requirements of the future, including higher charging speeds, higher power provisioning, dynamic energy and demand management, access prioritization, queuing management and scheduling across different EV models, customer types and use cases.

This modular software-defined design maximizes charger throughput, asset utilization and ease of future power augmentation while reducing single points of failure risks and improving charger reliability and availability.

It also maximizes the number of standardized equipment components, helping to accelerate the learning rate benefits and associated cost reductions of charging hardware over time and improving the ability to offer higher value-added service offerings in the future.

As EVs proliferate in the transportation ecosystem, the industry is experiencing an ongoing shift toward the standardization of chargers and the introduction of new industry protocols for interoperability.

As EVs proliferate in the transportation ecosystem, the industry is shifting toward the standardization of chargers and the introduction of new industry protocols for interoperability.

EV chargers do not come with a “one size fits all” dispenser.

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Current designations based on power level include:

DCFCs operate between 200 and 1000V DC and supply at least 50kW.

DCFCs are almost exclusively available in public locations or commercial applications and are capable of adding range of 100 miles in as little as five to 10 minutes, where the actual charge rate is capped by the charging capabilities of the particular EV’s charging profile (with lower capability and older EV models requiring 30 minutes or more for equivalent range) or the DCFC’s maximum charging profile.

As of December 31, 2022, EVgo’s network included 2,184 DCFCs at over 900 locations — one of the largest public DC fast charging networks in the U.S.

EVgo’s network has been powered by 100% renewable electricity since 2019 through the purchase of RECs.

See “— Governmental Regulation — Renewable Energy Markets .”

DCFCs usually operate between 200V and 1000V DC and supply at least 50kW.

DCFCs are almost exclusively available in public locations or commercial applications and are capable of adding range of 100 miles in under 10 minutes, where the actual charge rate is capped by the charging capabilities of the particular EV’s charging profile (with lower capability and older EV models sometimes requiring 30 minutes or more for equivalent range) or the DCFC’s maximum charging profile.

As of December 31, 2023, EVgo’s network included 2,890 DCFC stalls at over 950 locations — one of the largest public DC fast charging networks in the U.S.

● Level 2 AC Chargers .

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Level 2 chargers are often found in homes, workplaces and long dwell time public locations.

EVgo currently operates over 1,200 Level 2 AC chargers.

EVgo’s network includes a number of Level 2 AC chargers.

● Level 1 AC Chargers .

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These standards are neither interchangeable nor interoperable (without specialized adaptors), and each utilizes a unique connector.

Presently, all EV charging standards deliver energy through cables that connect the EV charging station directly to the vehicle using a port located on the exterior of the vehicle.

Each EV charging standard generally delivers energy through cables that connect the EV charging station directly to the vehicle using a port located on the exterior of the vehicle.

There are currently three standards in use in the U.S.

— CCS, CHAdeMO and Tesla.

— CCS, CHAdeMO and the North American Charging Standard (“NACS”).

The CCS standard is utilized by EVs manufactured by U.S.

OEMs (excluding Tesla) and European OEMs.

OEMs that produce CCS-enabled vehicles include GM, Ford and BMW.

The CCS standard provides for both AC and DC charging.

The CHAdeMO standard has been utilized by EVs manufactured by Japanese OEMs.

OEMs producing CHAdeMO-enabled vehicles include Nissan, Honda and Toyota.

The CHAdeMO standard is being phased out in North America and Nissan and Toyota have introduced the next generation of their EVs in the United States utilizing the CCS standard.

The CHAdeMO standard is being phased out in North America.

The CHAdeMO standard provides for DC charging.

In 2022, Tesla released their CCS adaptor that is capable of reaching the full 250kW supported by current generation Tesla EVs;

however, not all Tesla’s in operation support this adaptor, with some requiring a hardware update to the EV itself that will not be available until 2023.

Adding this CCS adaptor to EVgo’s deployed Tesla Connectors (based on the CHAdeMO adaptor) makes EVgo’s network more accessible to Tesla drivers.

In 2022, Tesla also opened their proprietary connector and cable to the market under the name of the North American Charging Standard (“NACS”).

At present, Tesla has provided the technical specifications of the air-cooled and 500V DC versions only, limiting the capability of sustained high-powered charging.

Tesla did not open their proprietary charging communications protocol;

therefore, non-Tesla charging stations chargers will communicate through the CCS communications protocols.

Tesla’s charging network in the United States is based on a proprietary connector and EV inlet, which Tesla has open sourced as NACS.

In 2023 and 2024, a majority of the largest OEMs announced plans to adopt

the NACS standard in their future EVs.

SAE International, a standards-developing organization for automotive engineering professionals, is currently working on an initiative to adapt Tesla’s specifications for NACS into an industry standard.

EVgo’s chargers support each of the fast-charging standards described above.

Most of EVgo’s charging stations contain both CCS and CHAdeMO cables with some of its more recent charging stations including only CCS cables.

EVgo’s first generation DC fast charging stations contain both CCS and CHAdeMO cables with the current generation of DC fast charging stations including only CCS cables.

Additionally, certain EVgo charging sites offer integrated Tesla charging, allowing Tesla drivers to charge without needing a separate adaptor.

With Tesla’s release of the CCS1 adaptor, all of EVgo’s CCS stations are now accessible to Tesla drivers, and with EVgo’s Autocharge+, EVgo can deliver the same plug and charge experience to Tesla drivers that they

have on the Tesla super charger network.

All of EVgo’s CCS stations are also accessible to eligible Teslas through the CCS adaptor, and with EVgo’s Autocharge+, EVgo can deliver the same plug and charge experience to Tesla drivers that they have on the Tesla super charger network.

In addition, EVgo has announced that it will be adding NACS connectors to its fast charging network in 2025;

however, integrating NACS connectors in future charger installations and on certain existing chargers will require significant investment and management attention.

Continuing to develop access to seamless, integrated charging for all EV drivers is a core commitment of EVgo.

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The Company 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 kWh pricing and other benefits such as reservations), through a subscription service, or as non-members, paying a full tariff for each session.

Various pricing plans exist for customers, and drivers have the choice to charge through a subscription offering or a variety of pay-as-you-go plans.

Drivers locate the chargers through EVgo’s mobile application, their vehicle’s in-dash navigation system, or third-party databases, such as PlugShare, that license charger-location information from EVgo.

EVgo’s chargers are generally installed in parking spaces owned or leased by commercial or public-entity property owners, landlords and/or tenants (collectively, the “Site Hosts”) that desire to provide charging services at their respective locations.

EVgo’s chargers are generally installed in parking spaces owned or leased by commercial or public-entity Site Hosts that desire to provide charging services at their respective locations.

Commercial Site Hosts include retail and grocery stores, offices, medical complexes, airports and convenience stores.

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In many cases, Site Hosts will earn revenue from license payments in the form of parking space rental fees that EVgo pays in exchange for use of the site.

EVgo also offers a white label solution – EVgo eXtend – that enables Site Hosts to invest in EV charging stations for their customers that are operated and maintained by EVgo.

OEM Charging and Related Services

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Fleet and Rideshare Public Charging.

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

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

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

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

Access to the EVgo public network allows fleet and rideshare operators to support mass adoption of transportation electrification and achieve sustainability goals without needing to directly invest capital in charging infrastructure or incur operating costs associated with charging equipment.

Fleet Dedicated Charging.

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

Given the diverse nature of the fleet segment, with a wide range of vehicle types, duty cycles, geographic footprints, fleet sizes and capitalization of the fleet operators, EVgo’s dedicated charging solutions are tailored to meet each fleet’s needs.

Through its fleet product, EVgo develops, builds, and services charging assets for fleets either at their own depot locations or at off-site charging hubs that EVgo has secured without requiring a fleet to directly incur capital expenditures.

EVgo offers turnkey charging solutions to fleets that EVgo builds, owns and operates or that EVgo sells to the fleet customer bundled with networking and other services.

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.

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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 customers purchase and retain ownership of the charging assets.

EVgo eXtend allows EVgo to leverage its core competencies to expand its network footprint to places where EV adoption is still emerging by working with third-party owners.

This model has the potential to unlock another avenue for growth and value creation while extending EVgo’s geographic footprint.

The technology solutions provided to eXtend customers build on a decade of experience with complex charging infrastructure solutions, including ongoing work at the EVgo Innovation Lab, as well as a suite of software solutions designed to enable reliable uptime and a first-class customer experience.

Existing customers with EVgo accounts are expected to be able to access eXtend chargers through the EVgo app, among other options.

Existing customers with EVgo accounts are able to access eXtend chargers through the EVgo app, among other options.

For some EVgo eXtend customers, EVgo also provides grant application support and related services.

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These offerings currently include customization of digital applications, charging data integration, loyalty programs, access to chargers behind parking lot or garage pay gates, microtargeted advertising and charging reservations as well as all services provided under PlugShare such as data, research and advertising services and equipment procurement and operational services for customers operating dedicated networks.

EVgo continues to evaluate and engage in opportunities to use its foundational expertise in charging infrastructure to provide value-added services to the rapidly growing EV ecosystem while delivering shareholder returns.

EVgo continues to evaluate and engage in opportunities to use its foundational expertise in charging infrastructure to provide value-added services to the rapidly growing EV ecosystem.

Market Opportunity & Strategy

EV market has recently experienced significant growth and the market share of EVs was approximately 6% of all vehicle sales in 2022.

As adoption accelerates and the market continues to scale, the availability of appropriate charging infrastructure will be critical to enabling consumer and commercial adoptions of EVs.

EV market continues to experience significant growth, and the market share of EVs was approximately 7.6% of all vehicle sales in 2023 according to Kelley Blue Book.

As adoption accelerates and the market continues to scale, the availability of appropriate charging infrastructure is critical to enabling consumer and commercial adoptions of EVs.

Larger (and thus heavier) EV models, such as SUVs and trucks, being made widely available in the coming years, coupled with an increased number of EV fleets, will require a greater number of easily accessible charging outlets.

Further, DC charging is expected to grow faster than the overall charging market as EV range increases, battery density grows and as EV driver demographics and EV use cases expand.

Access to convenient and affordable charging is key to accelerating EV adoption and EVgo’s mix of public and dedicated high-powered DCFC and low-powered Level 2 offerings positions EVgo to take advantage of broadening electrification trends.

Access to convenient and affordable charging is key to accelerating EV adoption, and EVgo’s portfolio of public and dedicated high-powered DCFC positions EVgo to take advantage of broadening electrification trends.

EVgo is differentiated as an operator of charging infrastructure focused on high traffic, high density urban, suburban and exurban areas.

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The tools inform allocations and charger placement at both macro and micro geographical levels — nationally, within a Metropolitan Division, within a specific utility territory and down to specific site locations.

The tool takes into account current and projected EV penetration trends, local availability of charging infrastructure, traffic patterns, fleet partner electrification, input from OEMs, environmental justice and government policies.

Based on these inputs, the tools optimize for financial return, regulatory incentive capture,

utilization and network coverage.

The tool takes into account current and projected EV penetration trends, local availability of charging infrastructure, traffic patterns, fleet partner electrification, Site Host locations, input from OEMs, government incentive programs, environmental justice and government policies.

Based on these inputs, the tools optimize for financial return, regulatory incentive capture, utilization and network coverage.

EVgo’s network plan serves to organize the activities and priorities of the internal and external parties involved in deploying the network, allowing EVgo to quickly execute against national opportunities like the National Electric Vehicle Infrastructure (“NEVI”) Program, which was established by the Bipartisan Infrastructure Law, while being efficient with its resources.

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These teams are focused on securing rights for charging station construction and operation at optimal sites that fit into a national network plan.

In addition, EVgo has Development Engineering and Project Engineering teams that design site-specific solutions and bid construction projects out to third party engineering, procurement and construction firms.

In addition, EVgo has Development Engineering and Infrastructure Engineering teams that design site-specific solutions and bid construction projects out to third party engineering, procurement and construction firms.

A Hardware Engineering team specifies, qualifies, tests, and validates all charging equipment that is deployed to ensure a seamless experience for EVgo customers.

EVgo Project Management and Grid Integration teams then oversee construction projects, secure permits and easements as needed, and help ensure high quality and safety of charging sites.

The Network Operations team commissions the sites and adds them to the active network.

The Field Operations team commissions the sites and adds them to the active network.

● Charging Equipment Procurement.

The EVgo Supply Chain team secures availability of all equipment, negotiates pricing, maintains forecasts, and manages logistics and warehousing to ensure that the construction of sites can be carried out in a timely and cost-effective manner.

The EVgo Supply Chain team secures all equipment, negotiates pricing, maintains forecasts, and manages logistics and warehousing to ensure that the construction of sites can be carried out in a timely and cost-effective manner.

The Supply Chain team negotiates manufacturing and services agreements with all suppliers, conducts quarterly and annual business reviews with them, and audits conformance with the terms of EVgo’s agreements.

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In addition to staffing internal resources, EVgo contracts with several national network maintenance firms to ensure response times in as little as four hours when needed.

EVgo carries out predictive and preventive maintenance designed to avoid interruption of service, and also corrective maintenance in cases where equipment requires attention.

EVgo carries out preventive maintenance designed to avoid interruption of service, and also corrective maintenance in cases where equipment requires attention.

The NOC team also performs regular onsite health checks to ensure that equipment is operating correctly and that any cosmetic issues are resolved.

The EVgo Customer Care Center also operates from redundant locations on a 24/7/365 basis and is available to help customers resolve issues that they may encounter.

In 2022, EVgo launched the ReNew program with six key pillars of execution — prevention, diagnostics, rapid response, analysis, resilience, and continuous customer service — to further enhance its operating practices.

As part of the program, EVgo plans to replace, upgrade or remove aging chargers to improve network reliability.

EVgo’s ReNew program has six key pillars of execution — prevention, diagnostics, rapid response, analysis, resilience, and continuous customer service — to further enhance its operating practices.

As part of the program, EVgo continues to replace, upgrade or remove aging chargers to improve network reliability.

Leveraging years of operational data, EVgo anticipates the needs of transportation electrification to improve operational effectiveness.

● Providing Value to Different Stakeholders within EV Ecosystem .

● Leveraging and Providing Value to Different Stakeholders within EV Ecosystem .

EVgo provides charging services to fleet customers by granting access to its public network and designing, constructing and operating dedicated hubs.

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Providing various services (e.g., charging, software, data, marketing, etc.) to OEMs is an essential component of EVgo’s strategy which allows capture of a broader customer base.

EVgo also works with a variety of site hosts (e.g., retailers, airports, automobile dealers, healthcare/medical facilities, hotels, municipal locations, parking lots, schools and universities, etc.) to provide charging as an amenity either through EVgo-owned projects or through the eXtend offering.

● Technology-Enabled Products and Services .

EVgo invests meaningfully to enhance products and services to maintain a leadership position as a developer, and operator of networked charging infrastructure.

EVgo is focused on enhancing products and services to maintain a leadership position as a developer and operator of networked charging infrastructure.

Continued research and development activities focused on hardware design, station architecture and EVgo’s technology stack and software applications widen EVgo’s competitive positioning and offer the potential for high margin accretive revenue streams.

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EVgo delivers services to EV drivers through its subsidiary PlugShare, the leading global platform for EV drivers to locate and provide information relating to charging stations and provide feedback on their charging experiences, while leveraging tools like Pay with PlugShare and EV Trip Planner.

Beyond its services to EV drivers, PlugShare delivers data to automakers and other customers through the PlugShare API and manages the world’s largest EV driver research panel through PlugInsights.

Beyond its services to EV drivers, PlugShare delivers data to automakers and other customers through the PlugShare API and

manages the world’s largest EV driver research panel through PlugInsights.

PlugShare also delivers advertising impressions globally on behalf of its advertising customers.

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Investments are analyzed using several parameters and require the portfolio to meet or exceed a pre-defined internal rate of return before approval.

Robust underwriting standards reviewed periodically by management and the Board of Directors underpin such disciplined capital allocation.

Robust underwriting standards are reviewed periodically to underpin such disciplined capital allocation.

● Public Policy Engagement .

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As EVs become readily available nationwide and as federal infrastructure funding rolls out, EVgo is expanding its engagement with state and local officials, increasing its public policy outreach and continuing its advocacy for policies that advance electric mobility.

● Pursuing Strategic Acquisitions .

EVgo continues to explore potential opportunities to expand its platform and reach, while maximizing shareholder value.

The charging infrastructure sector is evolving as the EV market grows and expands to serve new drivers, and it is likely to become increasingly competitive.

Key parts of the charging value chain include charging equipment manufacturing and sales, charging network operation and ownership and charging software development.

Key parts of the charging value chain include charging equipment manufacturing and sales, charging network operation and ownership, charging software development, and the provision of e-mobility services.

The EV charging companies currently operating in the U.S.

– like Blink, ChargePoint, Electrify America, Tesla, Shell Recharge Solutions (formerly Greenlots), Volta, Tritium, IoTecha, Rhombus and a few electric utilities – are involved with various parts of this value chain.

But given the relatively early stage of electrification as a sector, the business models being pursued by each company are still in flux.

— like Blink, ChargePoint, Electrify America, IoTecha, Shell Recharge Solutions (formerly Greenlots and Volta), Tesla, Tritium, and a few electric utilities — are involved with various parts of this value chain.

Given the relatively early stage of electrification as a sector, the business models being pursued by each company are still in flux.

In general, charging sector incumbents may expand their product offerings and sales strategies and new well-capitalized competitors may enter the market.

As the charging sector continues to evolve, a number of players have emerged or could emerge as competitors of EVgo.

As a leading builder, owner and operator of a public fast charging network, EVgo’s competitors include Electrify America, Blink, ChargePoint, Shell Recharge Solutions (formerly Greenlots), Volta, Tesla, Tritium, IoTecha, Rhombus, BP, Voltera, TerraWatt and Flo as well as the limited number of utilities granted permission by their regulators to own charging assets.

As a provider of integrated fleet solutions, EVgo’s competitors include Electrify America, Blink, ChargePoint, Shell Recharge Solutions, Volta, Tritium, IoTecha, Rhombus, BP, Voltera, TerraWatt and Flo, but utilities could emerge as a competitive force in the future, as well as other pure play charging companies aiming to capitalize on the fleet electrification trend.

As a leading builder, owner and operator of a public fast-charging network, EVgo’s competitors include Blink, Borg Warner (formerly Rhombus), BP, ChargePoint, Electrify America, Flo, IoTecha, Shell Recharge Solutions (formerly Greenlots and Volta), TerraWatt, Tesla, Tritium, and Voltera, as well as the limited number of utilities granted permission by their regulators to own charging assets.

Additionally, in 2023, a number of OEMs, including BMW, GM, Honda, Hyundai, Kia, Mercedes-Benz and Stellantis, formed Ionna, a joint venture, for the purpose of building a large EV charging network in North America .

As a provider of integrated fleet solutions, EVgo’s competitors include Blink, BP, ChargePoint, Electrify America, Flo, Shell Recharge Solutions (formerly Volta), TerraWatt, Tritium, and Voltera, and utilities could emerge as a competitive force in the future, as well as other pure play charging companies aiming to capitalize on the fleet electrification trend.

The principal competitive factors in the industry include charger count, locations, accessibility and quality of the customer experience;

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Barriers to entry in the EV charging market may erode as a result of government intervention and various support programs, leading to more competitors with a variety of profitability objectives.

EVgo has competitive advantages in delivering charging services driven by network scale, network design, experience developing and operating DCFC infrastructure, OEM partnerships, fleet and rideshare partnerships, brand equity, longstanding reputation in the industry, a well-established supply chain, differentiated station design and software enabled service offerings and network effects

driven by a large number of repeat customers.

Competition arising from use of other types of alternative fuel vehicles, plug-in hybrid EVs and high fuel economy gasoline and diesel-powered vehicles could inhibit growth in the EV sector.

Competition arising from use of other types of alternative fuel vehicles such as plug-in hybrid EVs, hydrogen, and high fuel economy gasoline and diesel-powered vehicles could inhibit growth in the EV sector.

Suppliers and Service Providers

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As such, equipment and services are currently singularly sourced from each supplier.

For the year ended December 31, 2022, Delta and Graybar Electric provided 81.9% of EVgo’s total charging equipment.

For the year ended December 31, 2021, Delta and Marubeni (as a representative of SK-Signet) provided 37.3% of EVgo’s total charging equipment.

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

For the year ended December 31, 2022, Delta and Graybar Electric collectively provided 81.9% of EVgo’s total charging equipment.

EVgo has invested in and maintains long-term relationships with suppliers and service providers.

EVgo designs stations and specifies EV chargers in-house and outsources production to an assortment of manufacturers.

Based on a rigorous certification and qualification testing process, the Company has established commercial relationships with multiple EV charger manufacturers including SK-Signet, Delta, BTC, ABB, IoTecha and LiteOn.

EVgo typically appoints and manages specialized electrical and civil contractors to perform station construction and maintenance activities.

Based on a rigorous certification and qualification testing process, the Company has established commercial relationships with multiple EV charger manufacturers.

EVgo typically contracts with and manages specialized electrical and civil contractors to perform station construction and maintenance activities.

Additionally, EVgo’s charger management software platform was developed and is operated by Driivz.

During 2022, electricity was purchased for charging stations directly from local utilities as a commercial and industrial customer for approximately 64% of EVgo’s charging sites, with these sites representing approximately 76% of total GWh throughput.

During 2023, electricity was purchased for charging stations directly from local utilities as a commercial and industrial customer for approximately 75% of EVgo’s charging sites, with these sites representing approximately 90% of EVgo’s total GWh throughput.

Each site qualifies for a certain utility tariff based primarily on maximum instantaneous electric usage measured over a historic period.

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The remainder of EVgo’s charging sites obtain electricity through the Site Host.

EVgo reimburses the Site Host for the cost of the electricity at a pre-negotiated rate, subject to the terms of each Site Host agreement.

EVgo generally reimburses the Site Host for the cost of the electricity at a pre-negotiated rate, subject to the terms of each Site Host agreement.

The negotiated rate varies based on the Site Host’s electricity tariff, the size of the charging site and other financial incentives provided to the Site Host.

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In some cases, OEM partners have agreed to provide one-time or ongoing payments related to the build-out of EVgo’s charger network.

In all cases, EVgo retains 100% ownership of the chargers built under these OEM programs.

In nearly all cases, EVgo retains ownership of the chargers built under these OEM programs.

EVgo has established, invested in and maintained long-term relationships with Site Hosts with national and regional multi-site portfolios of commercial and retail properties.

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The benefits offered to Site Hosts through EVgo’s business model continue to provide EVgo access to the highest quality property owners, grocery store chains, parking garages, airports and convenience stores.

The Company had one customer that comprised 19.7% of the Company’s total accounts receivable as of December 31, 2022.

The Company had two customers that comprised 32.4% of the Company’s total accounts receivable as of

December 31, 2021.

For the years ended December 31, 2022 and 2021, two customers represented 42.9% and one customer represented 10.5% of total revenue, respectively.

As EVgo and the EV industry continue to grow, EVgo expects revenues will be generated from a larger and an increasingly diverse group of customers and commercial partners.

The Company had two customers that collectively comprised 45.7% of the Company’s total net accounts receivable as of December 31, 2023 and one customer that comprised 20.5% of the Company’s total net accounts receivable as of December 31, 2022.

For the year ended December 31, 2023, one customer represented 45.2% of the Company’s total revenue.

For the year ended December 31, 2022, two customers collectively represented 42.9% of the Company’s total revenue.

As EVgo and the EV industry continue to grow, EVgo expects revenues will be generated from a larger and an

increasingly diverse group of customers and commercial partners.

In the ordinary course of business, EVgo engages in active discussions and renegotiations with EVgo’s commercial partners with respect to the solutions it provides and the terms of its agreements, including fees.

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The loss of any of EVgo’s largest commercial partners or the renegotiation of any of EVgo’s largest contracts with its commercial partners could adversely affect EVgo’s results of operations.

General Motors

On July 20, 2020, EVgo entered into a five-year contract with GM (the “GM Agreement”) to build 2,750 fast charger stalls that EVgo owns and operates as part of the Company’s public network.

The GM Agreement has been amended twice to expand the overall number of charger stalls to be installed to 3,250, adjust charger stall installation targets, extend the completion deadline to March 31, 2026, and 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 maintain a specified uptime percentage (described below) over the term of the agreement.

EVgo believes the GM Agreement will serve to accelerate the Company’s development plans and enhance customer acquisition and brand equity among retail drivers.

General Motors Agreement

On July 20, 2020, EVgo entered into a five-year contract with General Motors LLC (“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 expand the overall number of charger stalls to be installed from 2,750 to 3,250, adjust charger stall installation targets, extend the completion deadline to March 31, 2026, and 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 maintain a specified uptime percentage (described below) over the term of the agreement.

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.

Under the GM Agreement, EVgo is required to install a total of 3,250 charger stalls by March 31, 2026, 44% of which are required to be installed by December 31, 2023.

Meeting these milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commissioning or certain aspects of installation of the charger stalls the Company is obligated to develop.

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 95%.

Under the GM Agreement, EVgo is required to install a total of 3,250 charger stalls by March 31, 2026, 45% of which were installed by December 31, 2023.

Meeting the quarterly milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commissioning or aspects of installation of the charger stalls the Company is obligated to develop.

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 95% across the GM network.

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

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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.

EVgo has executed two agreements with Nissan North America, Inc.

(“Nissan”) under which EVgo has provided charger construction and installation and certain other services.

Pursuant to the first agreement (the “Nissan 1.0 Agreement”), the Company was required to support, maintain and make available at least 850 chargers through July 2021, and purchasers or lessees of Nissan LEAF EVs in certain markets could receive charging services at EVgo stations or participating third-party charging stations.

The Company fulfilled all build, support and maintenance obligations under the Nissan 1.0 Agreement.

The second agreement between EVgo and Nissan, entered into in June 2019 (the “Nissan 2.0 Agreement”), provides for joint marketing activities, charging credit programs for purchasers or lessees of Nissan EVs, and a capital-build program.

The Nissan 2.0 Agreement has been amended several times, including most recently in the fourth quarter of 2022 (the “Nissan Amendment”) to, among other things, adjust the allocation of the value of unused charging credits and to provide new offerings for purchasers or lessees of certain Nissan EV models.

Under the joint-marketing activities provisions of the Nissan 2.0 Agreement, EVgo is obligated to spend a specified amount annually on joint-marketing activities that are mutually agreed-upon with Nissan.

Under the charging credit program provisions in the Nissan 2.0 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.

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.

The Nissan Agreement has been amended several times to, among other things, adjust the allocation of the value of unused charging credits and to provide new offerings for purchasers or lessees of certain Nissan EV models.

Under the joint-marketing activities provisions of the Nissan Agreement, EVgo was obligated to spend a specified amount annually on joint-marketing activities that were mutually agreed-upon with Nissan until March 1, 2024.

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.

In the event a participant does not use the entire amount of the allocated charging credit or if the annual charging credit pool is not exhausted within a specific period, a portion of the remaining dollar value of such credit rolls over to subsequent periods, and a portion is retained by the Company.

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The capital-build program provided for in the Nissan Agreement requires the Company to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a schedule that outlines the build timelines for the chargers to be constructed (the “Build Schedule”).

If the Company fails to meet its Build Schedule obligations, Nissan may invoke a penalty of up to $70,000 per delayed site beyond a designated cure period, which could result in an adjustment to the consideration received by the Company under the Nissan 2.0 Agreement.

If the Company fails to meet its Build Schedule obligations, Nissan may invoke a penalty of up to $70,000 per delayed site beyond a designated cure period, which could result in an

adjustment to the consideration received by the Company under the Nissan Agreement.

EVgo and Nissan previously agreed to amend the Nissan Agreement to extend the installation deadlines under the Build Schedule by up to 12 months, and Nissan has waived penalties for installation delays relating to program year one.

EVgo’s ability to meet its Build Schedule obligations may be impacted by delays in permitting, commissioning and utility interconnection, supply chain disruptions impacting business operations across the utility, engineering and permitting chain, including due to impacts associated with the COVID-19 pandemic;

as well as delays related to industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals by utilities and landowners of sites where charger stations will be located.

The Pilot Company

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”) with Pilot Travel Centers LLC (“Pilot Company”) and GM to build, operate and maintain up to 2,000 stalls served by DC chargers that Pilot Company will own.

The stalls will be located at approximately 500 Pilot Company sites across more than 40 states.

Pursuant to the Pilot Infrastructure Agreement, EVgo is required to meet certain construction milestones measured by the number of sites commissioned and 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, Pilot Company will be entitled to liquidated damages calculated per day, subject to a cap of $30,000 at each site.

The Pilot Infrastructure Agreement contains various provisions that may permit or cause early termination, including Pilot’s right to terminate after 1,000 stalls have been completed, the inability of EVgo to secure certain chargers and a material increase in the price of chargers due to a change in law.

If Pilot Company elects to terminate the Pilot Infrastructure Agreement after 1,000 stalls have been completed, Pilot Company must pay EVgo a termination fee per stall for those not built;

EVgo’s ability to meet its Build Schedule obligations may be impacted by delays in permitting, commissioning and utility interconnection, as well as delays related to 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.

Pilot Infrastructure Agreement

On July 5, 2022, EVgo entered into the Pilot Infrastructure Agreement and an operations and maintenance agreement (the “Pilot O&M”) with the Pilot Company and 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.

The Pilot Infrastructure Agreement contains various provisions that may permit or cause early termination, including the Pilot Company’s right to terminate after 1,000 stalls have been completed, the inability of EVgo to secure certain chargers and a material increase in the price of chargers due to a change in law.

If the Pilot Company elects to terminate the Pilot Infrastructure Agreement after 1,000 stalls have been completed, the Pilot Company must pay EVgo a termination fee per stall for those not built;

such fee varies based on the number of stalls already built.

Under the Pilot O&M, 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 Pilot to EVgo.

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.

EVgo is subject to certain performance criteria under the Pilot O&M.

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State, regional and local regulations for installing EV charging stations vary from jurisdiction to jurisdiction and may include permitting requirements, inspection requirements, licensing of contractors and certifications.

On December 16, 2019, the California Department of Food and Agriculture’s Division of Measurement Standards adopted amendments that, among other specifications, require EVSE transactions to be measured in either kilowatt hours (kWh) or megajoules.

This regulation prohibits per-minute billing for AC chargers installed on or after January 1, 2021, and DC chargers installed on or after January 1, 2023.

The federal National Institute of Standards and Technology’s Handbook 44 (“Handbook 44”) establishes a model weights and measures code, which covers numerous measuring and weighing devices including EV chargers.

Handbook 44 is written and amended by the National Conference on Weights and Measures (“NCWM”), a professional association comprised of state, county and local regulators, and Handbook 44 serves as the basis for specifications and tolerances for weights and measures officials nationally.

The latest version for EV charging has been adopted by law in 30 states, and most of these states are currently not expected to begin enforcing the regulations until 2028, although this timeline is subject to change.

California adopted its own weights and measures regulations in 2019 and was the first state to begin

enforcing these requirements in 2021 for AC chargers installed on or after January 1, 2021, and in 2023 for DC chargers installed on or after January 1, 2023.

AC chargers installed before 2021 are not subject to the regulations until 2031, and DC chargers installed prior to 2023 are not subject to the regulations until 2033.

EVgo has been transitioning to kWh pricing across its portfolio of public chargers, beginning with California in 2021.

Other states have adopted an older version of Handbook 44 or, like California, have promulgated their own regulations.

Generally, public utilities commissions and state legislatures across the country have determined that EV charging service providers will not be regulated as utilities.

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Other jurisdictions are exploring similar reforms.

The determination not to regulate the Company as a utility generally provides the Company with greater flexibility to set rates and frees the Company from being subject to more burdensome regulatory requirements.

The determination not to regulate the Company as a utility generally frees the Company from being subject to more burdensome regulatory requirements and provides the Company with greater flexibility to set rates, including setting pricing for EV charging on a per-kWh basis across its portfolio of public chargers, subject to restrictions in certain jurisdictions.

Grants and Incentives

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

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’s network expansion and local build plans are generally informed based on expected timing for and availability of funding of this type.

EVgo has received grants from the California Energy Commission, Bay Area Air Quality Management District, Florida Department of Environmental Protection, Pennsylvania Department of Environmental Protection, Colorado Energy Office, Maryland Energy Administration, North Carolina Department of Environmental Quality and the Virginia Department of Environmental Quality, among others.

As noted above, IIJA included $5 billion in formula funds for state departments of transportation to award EV charging infrastructure projects and EVgo expects these funds to have significant impacts on the EV charging landscape over the coming years.

EVgo continuously pursues public grants and leverages utility incentives to reduce capital expenditures.

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

EVgo’s network expansion and local build plans are informed partially based on expected timing for and availability of funding of this type.

EVgo has received awards for grants and incentives from state energy offices, state departments of transportation, local air districts, and utility rebate and “make-ready” programs.

EVgo has historically benefitted from the availability of federal tax credits under Section 30C of the Code, which effectively subsidizes the cost of placing in service EVgo’s charging stations.

The Inflation Reduction Act revised the credit under Section 30C to extend the credit until December 31, 2032, introduce the concept of transferability of such tax credits, expand the credit such that it is capped at $100,000 per item and increase eligibility requirements to require installation of EV charging stations in certain census tracts along with meeting prevailing wage and apprenticeship requirements, among other changes.

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

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

The reduction, modification or elimination of such benefits could adversely affect EVgo’s financial results.

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however, in September 2021, the Biden Administration proposed to significantly increase these standards for model years 2024-2026 and EVgo expects the administration to set standards for future model years as well.

Although EVgo is not a car manufacturer and thus not directly subject to the CAFE standards, such standards may still indirectly affect EVgo’s business.

Although EVgo is not a car manufacturer and thus not directly subject to CAFE standards, such standards may still indirectly affect EVgo’s business.

The adoption of more stringent federal standards may create further incentives for vehicle manufacturers to increase their EV offerings, which would likely result in increased demand for charging services.

Additionally, several

states, including California, Colorado, Connecticut, Delaware, Maine, Maryland, Massachusetts, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania, Rhode Island, Vermont, Virginia and Washington D.C., have adopted or are considering adopting bans on the sale of ICE vehicles by 2035.

Additionally, several states, including California, Colorado, Connecticut, Delaware, Maine, Maryland, Massachusetts, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania, Rhode Island, Vermont, Virginia and Washington D.C., have adopted or are considering adopting bans on the sale of ICE vehicles by 2035.

Waste Handling and Disposal

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These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed.

For instance, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the superfund law, in the U.S.

For instance, the Comprehensive

Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the superfund law, in the U.S.

and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment.

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Renewable Energy Markets

As part of EVgo’s business strategy, the Company markets the electricity provided from EVgo’s charging stations as 100% renewable.

As part of EVgo’s business strategy, the Company markets the electricity provided from EVgo’s charging stations as 100% matched with purchases of renewable energy certificates (“RECs”).

Any claims EVgo makes to consumers about EVgo’s use of renewable energy are subject to regulation by the Federal Trade Commission (“FTC”).

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Failure to comply with such regulations can result in substantial monetary penalties or otherwise impact EVgo’s results of operations.

Therefore, the Company purchases certified RECs in order to qualify the electricity the Company distributes through charging stations as renewable energy and will continue to purchase certified RECs in the future to substantiate claims that EVgo’s charging stations are powered by 100% renewable energy.

Therefore, the Company purchases certified RECs in order to qualify the electricity the Company distributes through charging stations as renewable energy and will continue to purchase certified RECs in the future to substantiate claims that the electricity provided from EVgo’s charging stations is 100% matched with purchases of renewable energy.

Additionally, as part of EVgo’s business model, the Company projects the number of RECs needed and purchases such RECs to meet this projection.

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If material, this may adversely affect EVgo’s business and financial condition.

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.

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 LCFS Program in California, the Clean Fuels Program in Oregon, and the Clean Fuel Standard in Washington.

These credits are generated through charging station operations based on the volume of 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.

EVgo actively seeks to maximize the number of credits generated per kWh of energy sold by sourcing renewable electricity.

In addition to current programs, EVgo is currently monitoring implementation of Washington’s program and additional proposals in varying stages of discussions, including in New York, along with

potential changes to the Renewable Fuels Standard.

In California, EVgo actively seeks to maximize the number of credits generated per kWh of energy sold by sourcing renewable electricity.

The availability of such credits depends on continued governmental support for these programs and regulatory frameworks that make it possible for EVgo to participate in these credit markets.

In addition to current programs, EVgo is currently monitoring or participating in state level policy activity to promulgate new clean fuels programs in states such as Illinois, Massachusetts, Michigan, Minnesota, New Jersey, New Mexico and New York.

Human Capital Management

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The Company is focused on fostering a diverse workforce with different perspectives, experiences, and backgrounds to encourage innovative and creative ideas, and ultimately lead to collective success.

EVgo’s workforce is essential in delivering on its business objectives.

EVgo’s workforce is essential in delivering its business objectives.

Its human capital management strategy is integrated with the overall leadership objectives (including ESG) and is designed to attract, develop, and retain a high performing workforce and evolve the Company’s culture to sustain its business, both today and in the future.

EVgo is focused on maintaining a culture of inclusion and operational excellence that supports its employees, customers, and the many diverse communities it serves.

The workforce is guided by its core commitments of safety, integrity, diversity, equity and inclusion (“DEI”), customer service and continuous improvement.

The workforce is guided by its core commitments to safety, integrity, diversity, equity and inclusion (“DEI”), customer service and continuous improvement.

EVgo remains steadfast in its commitment to treating people with dignity and respect.

The Company is focused on maintaining the high standards of ethical conduct on which its business and reputation have been built.

As of March 1, 2023, EVgo had 295 employees, including 292 regular full-time employees.

As of February 15, 2024, EVgo had 292 employees, all of whom were regular full-time employees.

None of EVgo’s employees are represented by a labor union or covered by a collective bargaining agreement.

The Company has never experienced a work stoppage and believes in maintaining positive relationships with EVgo’s employees.

The following charts present EVgo’s total employee population indicating percentages of employees that are female or are racially and/or ethnically diverse as of March 1, 2023:

The following charts present EVgo’s total employee population indicating percentages of employees that are female or are racially and/or ethnically diverse as of February 15, 2024:

Health and Safety.

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EVgo seeks to find ways to uphold it with action.

EVgo is committed to hiring – and continuing to hire – Black, Indigenous, People of Color, members of the LGBTQ+ community, women, and people with different physical abilities, ages, and social classes to all levels of leadership.

EVgo is committed to hiring — and continuing to hire — Black, Indigenous, People of Color, members of the LGBTQ+ community, women, and people with different physical abilities, ages, and social classes to all levels of

The Company uses terms like BIPOC and LGBTQ+, acknowledging their limitations in conveying the multitudes of identity.

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EVgo commits to continue checking in with leadership and employees to see how the Company is doing.

And most importantly, commits to listening with openness.

And most importantly, EVgo commits to listening with openness.

As EVgo aims to rapidly grow as a business, it commits to growing as a community as well.

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Leading the vision of “Electric for All,” it commits to building and empowering a workplace community that values its members for simply being who they are.

EVgo has created three DEI task forces that generally meet on a regular basis:

● Communication, Inclusion & Training :

To help establish a supportive and welcoming workplace environment in which employees of all backgrounds and demographic characteristics can work together.

Deliverables have included:

monthly heritage information sessions, Driving Diversity newsletter, and “Overcoming Racism” training for all EVgo employees.

EVgo has a DEI task force that meets on a regular basis to help establish a supportive and welcoming workplace environment in which employees of all backgrounds and demographic characteristics can work together.

EVgo hosts monthly inclusion-focused events overseen by its DEI task force.

EVgo also conducts DEI training on various topics including overcoming racism and anti-harassment.

● Talent Attraction and Development :

In 2022, EVgo instituted its inaugural summer internship program providing opportunities to 12 interns of diverse backgrounds.

● Electric for All and Community Engagement :

EVgo has a strong talent pipeline supported by its employee referral program and partnerships with diverse organizations, in addition to broad internal distribution of all job postings.

In 2023, EVgo continued its summer internship program, providing opportunities to 15 interns of diverse backgrounds.

EVgo is also building an apprenticeship program aligned with the learning platform Build Within, which will be rolled out across multiple functions.

● Promoting Sustainable Communities :

EVgo’s goal is to ensure that EVs and public fast charging are accessible to all.

Over 50% of the EVgo network currently serves an environmental justice impacted community, which means an EVgo charger is within a 10-minute drive.

Impacted communities are defined as more diverse, less affluent, and more impacted by air pollution (particulate matter 2.5 micrometers or smaller (“PM 2.5 ”) > 50) than the average neighborhood in a given geography according to the Environmental Justice Screening and Mapping Tool.

● Partnering for Good :

To engage within communities to accelerate access to electrified transportation and to coordinate opportunities for EVgo staff to give back in their communities.

EVgo is committed to doing better in its own organization and on the ground to bring more equitable access to EVs to communities across the U.S.

Beyond including equity in its siting decisions, EVgo has led, partnered with and participated in several programs to promote equal access to EV charging including:

EVgo Equal Access Charging Hub (“EACH”), Green Raiteros, Grid Alternatives and Veloz.

EVgo aims to give back to the communities where its employees live, work and operate by participating in local and national causes, and believes that this commitment helps in the Company’s efforts to attract and retain employees.

EVgo’s employees serve as the ambassadors of its social responsibility values.

Deliverables have included:

partnership with Boys & Girls Club of Santa Monica and Grid Alternatives solar build to deliver equitable access to charging in disproportionately impacted communities.

Beyond including equity in its siting decisions, EVgo has led, partnered with and participated in several programs to promote equal access to EV charging including charging credit programs to allow for more affordable charging for income qualified drivers.

These are typically supported through public funding programs.

Talent, Attraction, Development and Engagement.

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EVgo’s employees grow through a variety of training and development opportunities at all career tracks within the organization.

In July 2022, the Company hosted its first EVgo University event covering in depth facets of its business –

everything from how it builds chargers that customers love to creating the winning charging ecosystem through new products and applying empathy, collaboration, and ownership to get results.

EVgo has an all-employee “EVgo Academy” program that includes Master Classes and training resources such as Udemy.

In November 2023, the Company hosted its second company-wide EVgo University event covering in depth facets of its business, including what the Company is doing to enhance the customer experience, and developing team building, including employee communication, collaboration and ownership with focus on how to hold crucial conversations and the importance of after-action reviews.

EVgo conducts a semi-annual employee engagement survey in which employees can give input.

EVgo also offers tuition reimbursement programs to its employees.

COVID-19 Response for EVgo’s Employees.

Since the beginning of the COVID-19 pandemic, EVgo has modified its business practices and currently allows most personnel to work in a hybrid manner between their home or an office location.

EVgo has implemented various safety protocols for employees who must leave their homes for work such as requiring certifications of health status as well as implementing a vaccine mandate policy where all employees must present proof of vaccination.

The Company provides COVID-19 related paid time off for employees to take care of themselves and their family members to get vaccinated, recover from side effects of the COVID-19 vaccine, to navigate school and daycare closures and for bereavement.

EVgo may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners.

Compensation and Benefits Program.

EVgo’s compensation program is designed to attract and reward talented individuals who possess the skills necessary to support the Company’s business objectives, assist in the achievement of its strategic goals and create long-term value for its stockholders.

The Company provides employees with compensation packages that include base salary, annual incentive bonuses tied to objectives and key results, and, for all employees, long-term equity awards tied to time-based vesting conditions.

The Company provides employees with compensation packages that include competitive salaries, annual discretionary performance bonuses tied to objectives and key results,

and, for all full-time employees, long-term equity awards tied to time-based vesting conditions.

EVgo believes that a compensation program with both short-term and long-term awards provides fair and competitive compensation and aligns employee and stockholder interests, including by incentivizing business and individual performance (pay for performance), motivating based on long-term performance and integrating compensation with its business plans.

EVgo participates in a compensation benchmark survey to review the competitiveness of its compensation packages.

In addition, the Company offers employees benefits such as life and health (medical, dental and vision) insurance, uncapped paid time off, paid parental leave and a 401(k) plan.

In addition, the Company offers employees benefits such as hybrid work options, life insurance, comprehensive health plans (medical, dental and vision), flexible paid time off, generous supplemental parental pay, EVgo EV car loaners at company headquarters, discounted charging nationwide, and a 401(k) plan.

EVgo views ESG as integral to its business strategy and its mission to expedite mass adoption of EVs for everyone.

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Available Information

As soon as reasonably practicable after they are filed electronically with the SEC, EVgo’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are available without charge on EVgo’s website, investors.evgo.com, which EVgo also uses to announce material information to the public.

As soon as reasonably practicable after they are filed electronically with the SEC, EVgo’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available without charge on EVgo’s website, investors.evgo.com, which EVgo also uses to announce material information to the public.

EVgo is providing the address to EVgo’s website solely for the information of investors.

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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 1. Business