What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-05 compared with 2025-05-06 · 259 added, 115 removed, 381 unchanged (50% of the section changed)

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The following discussion and analysis provide information that we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition.

The discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024 included elsewhere in this Quarterly Report and the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2024 and 2023 contained in the Annual Report.

The discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024 included elsewhere in this Quarterly Report and the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2024 and 2023 contained in the Annual Report.

In addition to historical information, this discussion contains forward-looking statements that involve numerous risks, uncertainties, and assumptions that could cause our actual results to differ materially from our expectations due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report.

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We offer a variety of pricing models for dedicated charging solutions, including a mix of volumetric commitments and variable and fixed payments for provision of charging services.

We enter into operating and sales-type leases with our dedicated fleet customers.

We also offer a variety of software-driven digital, development and operations services to customers.

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The majority of our revenue is generated from the sale of charging services, which are comprised of retail, commercial and OEM business lines, and our eXtend offering.

In addition, we generate ancillary revenue through services provided to dedicated fleets, the sale of data services and consumer retail services.

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

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

We also offer network services to

OEM customers, including branding and memberships.

Finally, as a result of owning and operating the EV charging stations, we earn regulatory credits such as LCFS credits, which are sold to generate additional revenue.

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Interest Expense

Interest expense consists of interest expense from the amortization of deferred debt issuance costs and interest expense incurred on long-term debt.

Interest expense consists of interest expense from the amortization of deferred debt issuance costs and interest expense incurred on long-term debt, net of amounts capitalized.

Interest Income

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Network throughput on the EVgo Public Network (GWh) for the three months ended 1

Network throughput on the EVgo Public Network (GWh) for the six months ended 1,2

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

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

² Numbers may not recalculate on a year-to-date basis due to rounding.

Factors Affecting Our Operating Results

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The market for EVs is still rapidly evolving and, although demand for EVs has grown in recent years, there is no guarantee of such future demand.

Additionally, as demand increases, the supply must keep pace for adoption to continue to

accelerate at a rapid pace.

Additionally, as demand increases, the supply must keep pace for adoption to continue to accelerate at a rapid pace.

Factors impacting the adoption of EVs include perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; availability of services for EVs; consumers’ perception about the convenience, speed, reliability and cost of EV charging; volatility in the price of gasoline and diesel;

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Geopolitical and Macroeconomic Environment

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

During the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors, such as the conflict between Russia and Ukraine and the conflict between Israel and the broader Middle East region, which have led to disruptions, instability and volatility in global markets and industries and will likely continue to lead to geopolitical instability, market uncertainty and supply disruptions.

The current administration has initiated, and may continue to initiate, a series of new policies, including but not limited to tariffs and global trade initiatives, tax laws and environmental policies, which may impact our business.

During the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors, such as the conflicts in Ukraine and the Middle East, which have led to disruptions, instability and volatility in global

markets and industries and will likely continue to lead to geopolitical instability, market uncertainty and supply disruptions.

Additionally, uncertainties in trade policy, including the implementation of tariffs and the resulting creating or expansion of potential trade wars between countries in which we source our components, and recent inflationary pressures have resulted in, and may continue to result in, increases to the costs of charging equipment and personnel, which could in turn cause capital expenditures and operating costs to rise.

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We remain vigilant of factors that may have the effect of raising the cost of capital and depressing economic growth.

The current economic environment remains uncertain, and the extent to which our operating and financial results for future periods will be impacted by the conflicts in Ukraine, Israel and the broader Middle East region, rates of inflation, instability in the financial services sector, supply-chain disruptions, governmental implementation of tariffs or other changes in restrictions on trade and efforts to reduce inflation and any recession will largely depend on future developments, which are highly uncertain and cannot be reasonably estimated at this time.

The current economic environment remains uncertain, and the extent to which our operating and financial results for future periods will be impacted by the conflicts in Ukraine, Iran, Israel and the broader Middle East region, rates of inflation, instability in the financial services sector, supply-chain disruptions, governmental implementation of tariffs or other changes in restrictions on trade and efforts to reduce inflation and any recession will largely depend on future developments, which are highly uncertain and cannot be reasonably estimated at this time.

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

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

The OBBBA, signed into law on July 4, 2025, makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

We are currently do not expect the OBBBA to have a material impact on our condensed consolidated financial statements.

Government EV Initiatives

federal government and some state and local governments provide incentives to end users and owners of EVs and EV charging stations in the form of rebates, tax credits, low-cost funding and other financial incentives that promote EV adoption and related EV charging infrastructure.

However, tax incentives may expire, grant programs will end when the allocated funding from the IIJA is exhausted or may be impacted as a matter of potential change in regulatory or legislative policy.

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

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

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

In many states, utilities offer rebates or other incentive programs, typically called “make-ready” programs, to incentivize the development of EV charging infrastructure.

However, tax incentives may expire, grant programs will end when the allocated funding from the IIJA or other funding sources are exhausted or may be impacted as a matter of potential change in regulatory or legislative policy.

In particular, OBBBA will lead to a sunset of federal incentives for EV purchases after September 30, 2025, and the federal tax credits for alternative fuels such as EV charging will terminate for any locations placed in service after June 30, 2026.

In addition to state and federal incentives, utilities offer rebates or other incentive programs, typically called “make-ready” programs, to incentivize the development of EV charging infrastructure.

These are not impacted by changes in federal policy.

Technology Risks

We rely on numerous internally developed, including through a joint development agreement with Delta, and externally sourced hardware and software technologies to operate our network and generate earnings.

We rely on numerous internally developed technologies, including through a joint development agreement with Delta, and externally sourced hardware and software technologies to operate our network and generate earnings.

We engage a variety of third-party vendors for non-proprietary hardware and software components and software-as-a-service elements.

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

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

We began adding NACS connectors to our fast-charging network in early 2025;

however, continued integration of NACS connectors in future charger installations and on certain existing chargers will require investment and management attention.

For example, SAE International, a standards-developing organization for automotive engineering professionals, has recently approved the SAE J3400 industry standard (also known as NACS) for production.

We began adding NACS connectors to our fast-charging network in early 2025 and intend to continue this effort;

however, continued integration of NACS connectors in future charger installations and on certain existing chargers will require investment and management attention to select chargers which properly balance expectations of existing customers while attracting new users who prefer to use NACS connectors .

Management believes that our business model is well-positioned to enable us to remain technology-, vendor- and OEM-agnostic over time and allow the business to remain competitive regardless of long-term technological shifts in EVs, batteries or modes of charging.

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We derive revenue from selling regulatory credits earned for participating in LCFS programs, or other similar carbon or emissions trading schemes, in various jurisdictions in the U.S.

The sale of these credits are based on market prices.

The sale of these credits is based on market prices.

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

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

We are currently monitoring the implementation of changes agreed upon in 2024 that would strengthen California’s LCFS program, once the new regulations are in effect.

We are currently monitoring the impact of a set of amendments to strengthen California’s LCFS program, which went into effect on July 1, 2025.

In addition to California, we are also monitoring implementation of New Mexico’s program and a number of Clean Fuels proposals being contemplated in state legislatures across the U.S.

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

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

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

Results of Operations for the Three Months Ended March 31, 2025 and 2024

Results of Operations for the Three Months Ended June 30, 2025 and 2024

The table below presents our results of operations:

Three Months Ended March 31,

Three Months Ended June 30,

(in thousands)

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Total cost of sales

Operating expenses

General and administrative

Depreciation, amortization and accretion

Total operating expenses

Operating loss

Other income (expense)

Interest expense

Interest income

Other income (expense), net

Change in fair value of earnout liability

Change in fair value of warrant liabilities

Total other income, net

Loss before income tax expense

Income tax expense

net loss attributable to redeemable noncontrolling interest

Net loss attributable to Class A common stockholders

Operating margin

Network throughput (GWh) on the EVgo Public Network

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

* Percent not meaningful.

¹ During the fourth quarter of 2024, we reclassed revenues earned through our dedicated charging solutions to fleets from commercial charging revenue to ancillary revenue.

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

Three Months Ended March 31,

(in thousands)

Total revenue for the three months ended June 30, 2025 increased $31.4 million, or 47%, to $98.0 million compared to $66.6 million for the three months ended June 30, 2024.

As further discussed below, the increase in revenue was primarily due to a $10.4 million increase in retail charging revenue, a $9.7 million increase in eXtend revenue, and a $5.4 million increase in ancillary revenue, and a $4.3 million increase in OEM charging revenue.

Charging Revenue, Retail.

Charging revenue, retail, for the three months ended June 30, 2025 increased $10.4 million, or 47%, to $32.8 million compared to $22.3 million for the three months ended June 30, 2024.

Period-over-period growth was primarily due to increases in pricing and an overall increase in throughput volume from a greater number of customers .

Charging Revenue, Commercial.

Charging revenue, commercial, for the three months ended June 30, 2025 increased $2.4 million, or 39%, to $8.6 million compared to $6.2 million for the three months ended June 30, 2024.

Period-over-period growth was primarily due to higher charging volumes from a greater number of public fleet customers, more throughput per customer and increases in pricing.

Charging Revenue, OEM.

Charging revenue, OEM, for the three months ended June 30, 2025 increased $4.3 million, or 117%, to $7.9 million compared to $3.6 million for the three months ended June 30, 2024.

Period-over-period growth was primarily due to a greater number of customer enrollments from our OEM partners.

Regulatory Credit Sales.

Regulatory credit sales for the three months ended June 30, 2025 increased $0.7 million, or 40%, to $2.5 million compared to $1.7 million for the three months ended June 30, 2024 due to increased throughput resulting in additional credit generation.

Network Revenue, OEM.

Network revenue, OEM, for the three months ended June 30, 2025 decreased $1.5 million, or 93%, to $0.1 million compared to $1.6 million for the three months ended June 30, 2024.

The period-over-period decrease was primarily due to decreased breakage realized during the three months ended June 30, 2025 related to an OEM program that ended during the three months ended June 30, 2025.

eXtend Revenue.

eXtend revenue for the three months ended June 30, 2025 increased $9.7 million, or 35%, to $37.4 million compared to $27.7 million for the three months ended June 30, 2024.

The increase was primarily due to a $9.9 million increase in equipment sales and a $0.6 million in consulting revenue, partially offset by $1.4 million in lower construction projects in process or completed in the current period compared to the same prior-year period.

Ancillary Revenue.

Ancillary revenue for the three months ended June 30, 2025 increased $5.4 million, or 157%, to $8.8 million compared to $3.4 million for the three months ended June 30, 2024.

The increase was primarily due to $5.3 million of revenue recognized from a sales-type lease arrangement with a dedicated fleet customer during the three months ended June 30, 2025 combined with a $0.7 million increase in other revenue for dedicated fleet customers, partially offset by a $0.3 million decrease in research revenue and a $0.2 million decrease in licensing revenue compared to the same prior-year period .

Cost of Sales

Charging Network.

Charging network cost of sales for the three months ended June 30, 2025 increased $9.5 million, or 41%, to $32.5 million compared to $23.1 million for the three months ended June 30, 2024.

The increase in charging network cost was primarily due to a $5.9 million increase in energy costs resulting from increased throughput, a $2.2 million increase in maintenance costs, and a $0.9 million increase in fixed site-related costs due to the growth of our charging network.

Other cost of sales for the three months ended June 30, 2025 increased $11.2 million, or 43%, to $37.2 million compared to $26.0 million for the three months ended June 30, 2024.

The increase in other cost of sales was primarily due to an $8.4 million increase to support our eXtend revenue and a $2.8 million in costs for a sales-type lease arrangement with a dedicated fleet customer, which were partially offset by a $0.3 million decrease in costs related to ancillary construction revenue .

Depreciation, Net of Capital-Build Amortization.

Depreciation, net of capital-build amortization, for the three months ended June 30, 2025 increased $3.2 million, or 29%, to $14.3 million compared to $11.1 million for the three months ended June 30, 2024 due to the growth of our charging network.

Gross Profit and Gross Margin

Gross profit for the three months ended June 30, 2025 increased $7.5 million to $13.9 million, compared to $6.4 million for the three months ended June 30, 2024.

Gross margin for the three months ended June 30, 2025 and 2024 was 14.2% and 9.6%, respectively.

Operating Expenses

General and Administrative Expenses.

General and administrative expenses for the three months ended June 30, 2025 increased $6.8 million, or 20%, to $40.6 million compared to $33.8 million for the three months ended June 30, 2024.

The increase was primarily driven by a $4.3 million increase in payroll costs due to the increase in headcount, a $2.0 million increase in impairment expense, and a $0.9 million increase in software costs .

Depreciation, Amortization and Accretion.

Depreciation, amortization and accretion expenses for the three months ended June 30, 2025 decreased $0.8 million, or 17%, to $4.1 million compared to $5.0 million for the three months ended June 30, 2024.

The decrease was primarily due to $ 0.7 million in decreased amortization related to intangible assets, and a $0.3 million decrease in amortization related to software .

Operating Loss and Operating Margin

During the three months ended June 30, 2025, we had an operating loss of $30.8 million, an improvement of $1.6 million, or 5%, compared to $32.4 million for the three months ended June 30, 2024.

Operating margin for the three months ended June 30, 2025 was negative 31.4% compared to negative 48.6% for the three months ended June 30, 2024 primarily due to improved gross margin and improved leveraging of operating expenses.

Interest Expense

Interest expense for the three months ended June 30, 2025 was $0.9 million, due to $1.4 million in paid-in-kind interest and $0.3 million from the amortization of deferred debt issuance costs related to our DOE Loan entered into in December 2024, partially offset by capitalized interest of $ 0.8 million.

There was no interest expense incurred during the three months ended June 30, 2024 .

Interest Income

Interest income for the three months ended June 30, 2025 decreased $0.3 million, or 17%, to $1.7 million compared to $2.1 million for the three months ended June 30, 2024.

The decrease was primarily due to the decreased cash held by us and lower interest rates during the three months ended June 30, 2025 compared to the same prior-year period.

Other Income (Expense), Net

Other income (expense), net, for the three months ended June 30, 2025 and 2024 was de minimis.

Changes in Fair Values of Warrant and Earnout Liabilities

For the three months ended June 30, 2025, there was a $0.2 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $0.8 million gain for the three months ended June 30 2024.

The change between periods was primarily due to a smaller decrease in the fair value of the warrant and earnout liabilities during the three months ended June 30, 2025 compared to the same prior year period.

See “ Part I, Item 1:

Financial Statements – Note 11 – Fair Value Measurements ” for more information.

For the three months ended June 30, 2025 and 2024, our income taxes and effective tax rates were de minimis.

As of June 30, 2025 and 2024, we maintained a full valuation allowance on our net deferred tax assets.

Net Loss Attributable to Class A Common Stockholders

Net loss attributable to Class A common stockholders for the three months ended June 30, 2025 was $13.0 million, compared to $10.4 million for the three months ended June 30 2024.

The increase was primarily driven by a $2.4 million decrease in net loss attributable to redeemable noncontrolling interest as a result of their decreased ownership percentage impacted by the redemption of OpCo Units, which occurred in December 2024 and a $1.8 million decrease in other income, net, partially offset by the $1.6 million improvement in our operating loss compared to the same prior-year period .

Results of Operations for the Six Months Ended June 30, 2025 and 2024

The table below presents our results of operations:

Six Months Ended June 30,

(dollars in thousands)

Charging, retail

Charging, commercial 1

Charging, OEM

Regulatory credit sales

Total charging network

Total revenue

Cost of sales

Charging network 1

Depreciation, net of capital-build amortization

Total cost of sales

Operating expenses

General and administrative

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* Percent not meaningful.

¹ During the fourth quarter of 2024, we reclassed revenues earned through our dedicated charging solutions to fleets from commercial charging revenue to ancillary revenue.

1 During the year ended December 31, 2024, the Company reclassed revenues earned through its dedicated charging solutions to fleets from commercial charging revenue to ancillary revenue.

In addition, the associated costs for those revenues were reclassed from charging network cost of sales to other cost of sales.

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

Total revenue for the three months ended March 31, 2025 increased $20.1 million, or 36%, to $75.3 million compared to $55.2 million for the three months ended March 31, 2024.

As further discussed below, the increase in revenue was primarily due to an $11.7 million increase in retail charging revenue, a $4.3 million increase in eXtend revenue, a $2.7 million increase in commercial charging revenue, and a $2.5 million increase in OEM charging revenue.

Total revenue for the six months ended June 30, 2025 increased $51.5 million, or 42%, to $173.3 million compared to $121.8 million for the six months ended June 30, 2024.

As further discussed below, the increase in revenue was primarily due to a $22.1 million increase in retail charging revenue, a $14.1 million increase in eXtend revenue, a $ 6.8 million increase in OEM charging revenue, a $5.7 million increase in ancillary revenue, and a $5.1 million increase in commercial charging revenue.

Charging Revenue, Retail.

Charging revenue, retail, for the three months ended March 31, 2025 increased $11.7 million, or 64%, to $30.0 million compared to $18.3 million for the three months ended March 31, 2024.

Period-over-period growth was primarily due to overall increase in throughput volume from a greater number of customers and more throughput per customer.

Charging revenue, retail, for the six months ended June 30, 2025 increased $22.1 million, or 54%, to $62.8 million compared to $40.7 million for the six months ended June 30, 2024.

Period-over-period growth was primarily due to an overall increase in throughput volume from a greater number of customers and more throughput per customer.

Charging Revenue, Commercial.

Charging revenue, commercial, for the three months ended March 31, 2025 increased $2.7 million, or 52%, to $7.8 million compared to $5.1 million for the three months ended March 31, 2024.

Charging revenue, commercial, for the six months ended June 30, 2025 increased $5.1 million, or 45%, to $16.4 million compared to $11.3 million for the six months ended June 30, 2024.

Period-over-period growth was primarily due to higher charging volumes from a greater number of public fleet customers and more throughput per customer.

Charging Revenue, OEM.

Charging revenue, OEM, for the three months ended March 31, 2025 increased $2.5 million, or 92%, to $5.3 million compared to $2.7 million for the three months ended March 31, 2024.

Period-over-period growth was primarily due to a greater number of customer enrollments from our OEM partners

Charging revenue, OEM, for the six months ended June 30, 2025 increased $6.8 million, or 107%, to $13.2 million compared to $6.4 million for the six months ended June 30, 2024.

Period-over-period growth was primarily due to a greater number of customer enrollments from our OEM partners and higher throughput per customer.

Regulatory Credit Sales.

Regulatory credit sales for the three months ended March 31, 2025 increased $0.8 million, or 37%, to $2.8 million compared to $2.0 million for the three months ended March 31, 2024 due to increased throughput resulting in additional credit generation.

Regulatory credit sales for the six months ended June 30, 2025 increased $1.5 million, or 38%, to $5.2 million compared to $3.8 million for the six months ended June 30, 2024 due to increased throughput resulting in additional credit generation.

Network Revenue, OEM.

Network revenue, OEM, for the three months ended March 31, 2025 decreased $2.2 million, or 63%, to $1.3 million compared to $3.4 million for the three months ended March 31, 2024.

The period-over-period decrease was primarily due to a higher amount of breakage realized during the three months ended March 31, 2024 related to an OEM program that is winding down.

Network revenue, OEM, for the six months ended June 30, 2025 decreased $3.7 million, or 73%, to $1.4 million compared to $5.1 million for the six months ended June 30, 2024.

The period-over-period decrease was primarily due to decreased breakage realized during the six months ended June 30, 2025 related to an OEM program that ended in 2025.

eXtend Revenue.

eXtend revenue for the three months ended March 31, 2025 increased $4.3 million, or 23%, to $23.5 million compared to $19.2 million for the three months ended March 31, 2024.

The increase was primarily due to an $11.7 million increase due to more construction projects in process or completed and, to a lesser extent, an increase due to the recognition of certain construction change order costs that were incurred in a prior year, which was partially offset by an $8.0 million decrease in equipment sales compared to the same prior-year period.

eXtend revenue for the six months ended June 30, 2025 increased $14.1 million, or 30%, to $60.9 million compared to $46.8 million for the six months ended June 30, 2024.

The increase was primarily due to a $10.4 million increase due to more construction projects in process or completed and, to a lesser extent, an increase due to the recognition of certain construction change order costs that were incurred in a prior year, an increase of $1.9 million in equipment sales, a $0.9 million increase in operating and maintenance revenue, and a $0.9 million increase in consulting revenue compared to the same prior-year period.

Ancillary Revenue.

Ancillary revenue for the three months ended March 31, 2025 increased $0.3 million, or 7% to $4.7 million compared to $4.4 million for the three months ended March 31, 2024.

The increase was primarily due to a $2.2 million increase in revenue from dedicated fleet customers, offset by a $1.2 million decrease in equipment sales.

Ancillary revenue for the six months ended June 30, 2025 increased $5.7 million, or 73%, to $13.5 million compared to $7.8 million for the six months ended June 30, 2024.

The increase was primarily due to $5.3 million of revenue recognized from a sales-type lease arrangement with a dedicated fleet customer during the six months ended June 30, 2025 combined with a $3.0 million increase in other revenue from dedicated fleet customers, partially offset by a $1.4 million decrease in equipment sales and a $0.7 million decrease in construction revenue compared to the same prior-year period.

Cost of Sales

Charging Network.

Charging network cost of sales for the three months ended March 31, 2025 increased $10.9 million, or 58%, to $29.6 million compared to $18.7 million for the three months ended March 31, 2024.

The increase in charging network cost was primarily due to a $7.3 million increase in usage-related energy costs resulting from increased throughput and a $3.6 million increase in non-energy costs due to the growth of our charging network.

Other cost of sales for the three months ended March 31, 2025 increased $1.2 million, or 6%, to $20.4 million compared to $19.2 million for the three months ended March 31, 2024.

The increase in other cost of sales was primarily due to a $2.4 million increase in costs to support our eXtend revenue, which was partially offset by a $1.0 million decrease in costs related to equipment sales.

Charging network cost of sales for the six months ended June 30, 2025 increased $20.4 million, or 49%, to $62.2 million compared to $41.8 million for the six months ended June 30, 2024.

The increase in charging network cost was primarily due to a $13.2 million increase in energy costs resulting from increased throughput, a $3.9

million increase in maintenance costs, and a $2.3 million increase in site-related costs due to the growth of our charging network.

Other cost of sales for the six months ended June 30, 2025 increased $12.4 million, or 27%, to $57.6 million compared to $45.3 million for the six months ended June 30, 2024.

The increase in other cost of sales was primarily due to a $10.8 million increase in costs to support our eXtend revenue and $2.8 million of cost of sales recognized from a sales-type lease arrangement with a dedicated fleet customer, which were partially offset by a $1.7 million decrease in costs related to ancillary construction and equipment sales compared to the same prior-year period.

Depreciation, Net of Capital-Build Amortization.

Depreciation, net of capital-build amortization, for the three months ended March 31, 2025 increased $5.6 million, or 54%, to $16.0 million compared to $10.4 million for the three months ended March 31, 2024 due to the growth of our charging network.

Depreciation, net of capital-build amortization, for the six months ended June 30, 2025 increased $8.8 million, or 41%, to $30.3 million compared to $21.5 million for the six months ended June 30, 2024 due to the growth of our charging network.

Gross Profit and Gross Margin

Gross profit for the three months ended March 31, 2025 increased $2.5 million to $9.3 million, compared to $6.8 million for the three months ended March 31, 2024.

Gross margin for the three months ended March 31, 2025 and 2024 was 12.4%.

Gross profit for the six months ended June 30, 2025 increased $10.0 million to $23.2 million, compared to $13.2 million for the six months ended June 30, 2024.

Gross margin for the six months ended June 30, 2025 and 2024 was 13.4% and 10.9%, respectively.

Operating Expenses

General and Administrative Expenses.

General and administrative expenses for the three months ended March 31, 2025 increased $4.4 million, or 13%, to $38.6 million compared to $34.2 million for the three months ended March 31, 2024.

The increase was primarily driven by a $2.3 million increase in payroll costs due to the increase in headcount, a $1.1 million increase in professional and legal fees, and a $0.5 million increase in software costs.

General and administrative expenses for the six months ended June 30, 2025 increased $11.2 million, or 16%, to $79.2 million compared to $68.1 million for the six months ended June 30, 2024.

The increase was primarily driven by a $10.9 million increase in payroll costs due to an increase in headcount and a $1.4 million increase in software costs compared to the same prior-year period.

Depreciation, Amortization and Accretion.

Depreciation, amortization and accretion expenses for the three months ended March 31, 2025 decreased $0.9 million, or 18% to $4.1 million compared to $5.0 million for the three months ended March 31, 2024.

The decrease was primarily due to $0.6 million in decreased amortization related to intangible

assets and $0.4 million in decreased amortization related to software, which were partially offset by a $0.2 million increase in accretion.

Depreciation, amortization and accretion expenses for the six months ended June 30, 2025 decreased $1.7 million, or 17%, to $8.2 million compared to $9.9 million for the six months ended June 30, 2024.

The decrease was primarily due to a $1.3 million decrease in amortization related to intangible assets and a $0.8 million decrease in amortization related to software .

Operating Loss and Operating Margin

During the three months ended March 31, 2025, we had an operating loss of $33.4 million, a decrease of $1.0 million, or 3%, compared to $32.4 million for the three months ended March 31, 2024.

Operating margin for the three months ended March 31, 2025 was negative 44.4% compared to negative 58.7% for the three months ended March 31, 2024 primarily due to improved gross margin and improved leveraging of operating expenses.

During the six months ended June 30, 2025, we had an operating loss of $64.2 million, an improvement of $0.5 million, or 1%, compared to $64.8 million for the six months ended June 30, 2024.

Operating margin for the six months ended June 30, 2025 was negative 37.0% compared to negative 53.2% for the six months ended June 30, 2024 primarily due to improved gross margin and improved leveraging of operating expenses.

Interest Expense

Interest expense for the three months ended March 31, 2025 was $0.5 million, due to $1.0 million in paid-in-kind interest and $0.3 million from the amortization of deferred debt issuance costs, partially offset by capitalized interest of $0.8 million.

There was no interest expense incurred during the three months ended March 31, 2024.

Interest expense for the six months ended June 30, 2025 was $1.4 million, due to $2.4 million in paid-in-kind interest and $0.7 million from the amortization of deferred debt issuance costs related to our DOE Loan, which was entered into in December 2024, partially offset by capitalized interest of $1.6 million.

There was no interest expense incurred during the six months ended June 30, 2024 .

Interest Income

Interest income for the three months ended March 31, 2025 decreased $0.6 million, or 25%, to $1.7 million compared to $2.3 million for the three months ended March 31, 2024.

The decrease was primarily due to the decreased cash held by us and lower interest rates during the three months ended March 31, 2025 compared to the same prior-year period.

Interest income for the six months ended June 30, 2025 decreased $0.9 million, or 21%, to $3.4 million compared to $4.3 million for the six months ended June 30, 2024.

The decrease was primarily due to the decreased cash held by us and lower interest rates during the six months ended June 30, 2025 compared to the same prior-year period.

Other Expense, Net

Other expense, net, for the three months ended March 31, 2025 and 2024 was de minimis.

Other expense, net, for the six months ended June 30, 2025 and 2024 was de minimis.

Changes in Fair Values of Warrant and Earnout Liabilities

For the three months ended March 31, 2025, there was a $6.1 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $1.9 million gain for the three months ended March 31, 2024.

The change between periods was primarily due to a larger decrease in the fair value of the warrant and earnout liabilities during the three months ended March 31, 2025 compared to the same prior year period.

For the three months ended March 31, 2025 and 2024, our income taxes and effective tax rates were de minimis.

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

For the six months ended June 30, 2025, there was a $6.3 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $2.7 million gain for the six months ended June 30, 2024.

The change between periods was primarily due to a larger decrease in the fair value of the warrant and earnout liabilities during the six months ended June 30, 2025 compared to the same prior year period.

For the six months ended June 30, 2025 and 2024, our income taxes and effective tax rates were de minimis.

As of June 30, 2025 and 2024, we maintained a full valuation allowance on our net deferred tax assets.

Net Loss Attributable to Class A Common Stockholders

Net loss attributable to Class A common stockholders for the three months ended March 31, 2025 was $11.4 million, compared to $9.8 million for the three months ended March 31, 2024.

The increase was primarily driven by the decreased net loss attributable to redeemable noncontrolling interest as a result of their decreased ownership percentage impacted by the redemption of OpCo Units, which occurred in December 2024.

Net loss attributable to Class A common stockholders for the six months ended June 30, 2025 was $24.4 million, compared to $20.2 million for the six months ended June 30, 2024.

Non-GAAP Financial Measures

This Quarterly Report includes the following non-GAAP financial measures, in each case as defined below:

Expenses,” “Adjusted General and Administrative Expenses as a Percentage of Revenue,” “EBITDA,” “EBITDA Margin,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Capital Expenditures, Net of Capital Offsets.” With respect to Capital Expenditures, Net of Capital Offsets, pursuant to the terms of certain OEM contracts, we are paid well in advance of when revenue can be recognized, and usually, the payment is tied to the number of stalls that commence operations under the applicable contractual arrangement while the related revenue is deferred at the time of payment and is recognized as revenue over time as we provide charging and other services to the OEM and the OEM’s customers.

“Charging Network Gross Profit,” “Charging Network Gross Margin,” “Adjusted Cost of Sales,” “Adjusted Cost of Sales as a Percentage of Revenue,” “Adjusted Gross Profit (Loss),” “Adjusted Gross Margin,” “Adjusted General and Administrative Expenses,” “Adjusted General and Administrative Expenses as a Percentage of Revenue,” “EBITDA,” “EBITDA Margin,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Capital Expenditures, Net of Capital Offsets.” With respect to Capital Expenditures, Net of Capital Offsets, pursuant to the terms of certain OEM contracts, we are paid well in advance of when revenue can be recognized, and usually, the payment is tied to the number of stalls that commence operations under the applicable contractual arrangement while the related revenue is deferred at the time of payment and is recognized as revenue over time as we provide charging and other services to the OEM and the OEM’s customers.

Our management therefore uses these measures internally to establish forecasts, budgets, and operational goals to manage and monitor our business, including the cash used for, and the return on, our investment in our charging infrastructure.

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

Three Months Ended March 31,

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

(dollars in thousands)

GAAP total charging network revenue 1

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

Three Months Ended March 31,

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

(dollars in thousands)

GAAP cost of sales

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The following unaudited table presents a reconciliation of Adjusted General and Administrative Expenses and Adjusted General and Administrative Expenses as a Percentage of Revenue to the most directly comparable GAAP measures:

Three Months Ended March 31,

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

(dollars in thousands)

GAAP general and administrative expenses

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Adjusted General and Administrative Expenses as a Percentage of Revenue

¹ For the quarter ended March 31, 2025, comprised primarily of nonrecurring professional fees related to the Secondary Offering, which closed on December 18, 2024.

For the quarter ended March 31, 2024, comprised primarily of costs related to the reorganization of our resources previously announced by us on January 17, 2024.

¹ For the six months ended June 30, 2025, comprised primarily of nonrecurring professional fees related to the Secondary Offering, which closed on December 18, 2024.

For the six months ended June 30, 2024, comprised primarily of costs related to the reorganization of our resources previously announced by us on January 17, 2024.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(dollars in thousands)

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Adjusted EBITDA Margin

¹ For the quarter ended March 31, 2025, comprised primarily of nonrecurring professional fees related to the Secondary Offering, which closed on December 18, 2024.

For the quarter ended March 31, 2024, comprised primarily of costs related to the reorganization of our resources previously announced by us on January 17, 2024.

¹ For the six months ended June 30, 2025, comprised primarily of nonrecurring professional fees related to the Secondary Offering, which closed on December 18, 2024.

For the six months ended June 30, 2024, comprised primarily of costs related to the reorganization of our resources previously announced by us on January 17, 2024.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(dollars in thousands)

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We have a history of operating losses and negative operating cash flows.

As of March 31, 2025, we had $170.6 million of cash, cash equivalents and restricted cash and working capital of $140.4 million.

As of June 30, 2025, we had $183.4 million of cash, cash equivalents and restricted cash and working capital of $134.2 million.

As of December 31, 2024, we had $120.5 million of cash, cash equivalents and restricted cash and working capital of $94.0 million.

Our net cash inflow for the three months ended March 31, 2025 was $50.1 million.

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

Our net cash inflow for the six months ended June 30, 2025 was $62.9 million.

We believe our cash, cash equivalents, and restricted cash on hand as of June 30, 2025 are sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months from the filing date of this Quarterly Report.

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

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Our principal uses of cash in recent periods have been funding our operations and investing in capital expenditures, including the purchase of EV chargers for installation.

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

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

See Part I, Item 1, “Financial Statements — Note 8 — Long-Term Debt” for additional information.

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

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

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

Advances under the DOE Loan are subject to the satisfaction of customary conditions, including certification of compliance with the loan documents and specified legal requirements and the ongoing accuracy of representations and warranties.

As of March 31, 2025, the Borrower has $979.1 million of principal remaining available to it that it can borrow, subject to the satisfaction of customary conditions.

In April 2025, the Borrower received Advances of $18.9 million.

As the current administration continues to review and adopt policies that impact the EV sector, there is a risk that changes in regulatory, executive or legislative policy could result in delays or otherwise unduly affect our ability to obtain further Advances under the DOE Loan.

As of June 30, 2025, Swift Borrower has $960.2 million of principal remaining available to it that it can borrow, subject to the satisfaction of customary conditions.

All proceeds from the DOE Loan will be used to reimburse us for up to 80% of certain costs associated with the construction, installation and deployment of approximately 7,500 new DC Stalls nationwide.

At the closing of the DOE Loan, we contributed 1,594 DC Stalls from our existing public network to the Borrower as collateral and we may be required to contribute additional DC Stalls or cash to the Borrower from time to time.

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

At the closing of the DOE Loan, we contributed 1,594 DC Stalls from our existing public network to Swift Borrower as collateral and we may be required to contribute additional DC Stalls or cash to Swift Borrower from time to time.

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

Cash received from revenues generated from the contributed DC Stalls is restricted to ensure that we have sufficient funds to keep the contributed stations operational and make our required debt service and fee payments.

The DOE Loan matures on January 7, 2042.

Beginning on March 15, 2030 and March 15, 2032, the Borrower will be required to make quarterly payments of interest and principal, respectively, to the FFB.

Beginning on March 15, 2030 and March 15, 2032, Swift Borrower will be required to make quarterly payments of interest and principal, respectively, to the FFB.

Interest rates are fixed at the applicable long-dated U.S.

Treasury rate plus a combined liquidity spread and risk-based charge of approximately 1.2% in the aggregate, and accrued interest is capitalized until the end of the Availability Period.

Subject to certain conditions, including the existence of no events of default, the Borrower may voluntarily prepay any or all of the principal outstanding under the DOE Loan.

Additionally, in the event of a Mandatory Prepayment Event (as defined in the Guarantee Agreement), the Borrower shall be required to prepay certain amounts outstanding under the DOE Loan.

The Borrower’s obligations to the DOE and FFB under the DOE Loan are secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of the Borrower and the equity interests of the Borrower.

Subject to certain conditions, including the existence of no events of default, Swift Borrower may voluntarily prepay any or all of the principal outstanding under the DOE Loan.

Additionally, in the event of a Mandatory Prepayment Event (as defined in the Guarantee Agreement), Swift Borrower shall be required to prepay certain amounts outstanding under the DOE Loan.

Swift Borrower’s obligations to the DOE and FFB under the DOE Loan are secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of Swift Borrower and the equity interests of Swift Borrower.

Credit Agreement

On July 23, 2025, Voyager Borrower entered into the Credit Agreement.

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

Voyager Borrower may make Borrowings under the Credit Agreement at any time during the Voyager Availability Period.

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

Voyager Borrower submitted its first request for a Borrowing of approximately $48.4 million on the Closing Date and received such Borrowing on July 24, 2025.

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

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

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

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

Beginning on the last business day of the first full calendar quarter to occur after the Voyager Closing Date, Voyager Borrower will be required to make quarterly payments of principal and/or interest to the Lenders.

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

SOFR Loans bear interest a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus (i) 3.250% for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 3.500% for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter.

ABR Loans bear interest at a rate per annum equal to ABR (as defined in the Credit Agreement) plus (i) 2.250% for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 2.500% for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter.

Subject to certain conditions, including the existence of no events of default, Voyager Borrower may voluntarily prepay any or all of the principal outstanding under the Credit Agreement.

Additionally, upon the occurrence of certain mandatory prepayment events set forth in the Credit Agreement, Voyager Borrower may be required to prepay certain amounts outstanding under the Credit Agreement.

Voyager Borrower’s obligations to the Lenders under the Credit Agreement are required to be secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of Voyager Borrower and the equity interests of Voyager Borrower.

The Company has historically benefitted from the availability of 30C income tax credits, which effectively subsidizes the cost of placing our charging stations in service.

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

The OBBBA accelerated the phase-out of IRA credits and 30C income tax credits are now scheduled to expire early on June 30, 2026 for any property placed in service after that date.

In August 2025, the Company transferred EVgo OpCo’s 2024 30C income tax credits for gross cash proceeds of approximately $17.4 million.

Delta Charger Supply Agreement

In July 2022, we entered into the Delta Charger Supply Agreement and the Purchase Order with Delta, pursuant to which we will purchase and Delta will sell EV chargers manufactured by Delta from time to time in specified quantities at certain delivery dates over a period of four years.

We are obligated to purchase at least 1,000 chargers (which will enable the construction of 2,000 stalls) pursuant to the Delta Charger Supply Agreement and the Purchase Order with the option, at our election, to increase the number of chargers purchased to 1,100.

We are obligated to purchase at least 1,000 chargers (which will

enable the construction of 2,000 stalls) pursuant to the Delta Charger Supply Agreement and the Purchase Order with the option, at our election, to increase the number of chargers purchased to 1,100.

Under the terms of the Purchase Order, we are required to make full payment on such chargers within 60 days of receipt.

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The following table summarizes our consolidated cash flows:

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

Cash flows used in operating activities

Cash flows provided by (used in) operating activities

Cash flows used in investing activities

2 unchanged sentences

Operating Activities

Cash used in operating activities for the three months ended March 31, 2025 was $10.2 million compared to $14.1 million for the three months ended March 31, 2024.

The year-over-year change primarily reflected a $4.7 million increase in depreciation, amortization and accretion, a $3.2 million increase in cash flows from accounts receivable, net, and a $2.9 million increase in cash flows from deferred revenue, partially offset by a $3.6 million increase in the gain resulting from the change in fair values of the warrant liabilities a $3.0 million decrease in cash flows from prepaids and other current assets and other assets, and a $2.1 million decrease in cash flows from accrued liabilities.

Cash provided by operating activities for the six months ended June 30, 2025 was $3.8 million compared to cash used in operating activities of $6.5 million for the six months ended June 30, 2024.

The year-over-year change primarily reflected a $14.5 million increase in cash flows from accrued liabilities, a $13.9 million increase in cash flows from accounts receivable, net, and a $7.1 million increase in depreciation, amortization and accretion.

This was offset by an $11.0 million decrease in cash flows from accounts payable, a $6.0 million decrease in cash flows from prepaids and other current assets and other assets and a $5.7 million decrease in cash flows from deferred revenue.

Investing Activities

Cash used in investing activities for the three months ended March 31, 2025 was $15.0 million, compared to $21.0 million for the three months ended March 31, 2024.

The decrease was primarily driven by a decrease in purchases of property, equipment and software.

Cash used in investing activities for the six months ended June 30, 2025 was $41.2 million, compared to $45.1 million for the six months ended June 30, 2024.

The decrease was primarily driven by a decrease in capital expenditures.

Financing Activities

Cash provided by financing activities for the three months ended March 31, 2025 was $75.3 million compared to $1.5 million for the three months ended March 31, 2024.

The increase was driven primarily by $75.3 million in proceeds from long-term debt received during the three months ended March 31, 2025, partially offset by a $1.2 million increase in payments of deferred debt issuance costs compared to the same prior-year period.

Cash provided by financing activities for the six months ended June 30, 2025 was $100.2 million compared to $5.2 million for the six months ended June 30, 2024.

The increase was driven primarily by $94.2 million in proceeds from long-term debt and an increase of $2.9 million in proceeds from capital build funding received during the six months ended June 30, 2025 compared to the same prior-year period.

Working Capital

Our working capital as of March 31, 2025 was $140.4 million, compared to $94.0 million as of December 31, 2024.

The increase was driven primarily by a $32.7 million increase in cash and cash equivalents, an $11.5 million increase in restricted cash and an $8.3 million decrease in accrued liabilities , partially offset by a $4.3 million increase in deferred revenue, current, a $3.1 million increase in accounts payable, and a $2.8 million decrease in accounts receivable, net.

Our working capital as of June 30, 2025 was $134.2 million, compared to $94.0 million as of December 31, 2024.

The increase was driven primarily by a $37.2 million increase in cash and cash equivalents, a $ 19.2 million increase in restricted cash, current, and a $6.1 million increase in prepaids and other current assets , partially offset by a $14.0 million decrease in account receivable, net, a $10.4 million increase in accrued liabilities, and a $1.5 million decrease in accounts receivable, capital-build.

Contractual Obligations and Commitments

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The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP.

The preparation of our financial

statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities.

The preparation of our financial statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities.

Management bases these estimates on our historical experience and various other assumptions that we believe to be reasonable under the circumstances.

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Revenue Recognition

We recognize revenue in accordance with ASC 606.

We have elected not to use the practical expedient that allows you to combine non-lease components from lease components, which provide the customer with the right to use an identified asset, in the measurement of liabilities for all asset classes.

The right to use an underlying asset is a separate lease component if (1) the lessee can benefit from the right to use the underlying asset either on its own or together with other resources that are readily available, and (2) the right to use the underlying asset is neither highly dependent on nor highly interrelated with other rights to use other underlying assets in the arrangement.

We recognize revenue from lease components of lease contracts in accordance with ASC 842, Leases , and non-lease components of lease contracts and customer contracts in accordance with ASC 606, Revenue from Contracts with Customers .

Contract consideration for lease contracts is generally allocated between non-lease and lease components based on the relative SSP.

Lease Accounting

As a lessor, we enter into agreements to lease charging equipment, charging stations and other technical installations to third parties.

At the inception of a lease contract, we determine whether it is an operating, sales-type or direct financing lease.

The leases generally provide for fixed monthly payments and sometimes include provisions for contingent variable rent.

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

Income (loss) on sales associated with sales-type leases are recognized when control of the underlying asset is transferred to the lessee (“commencement date”) and collection of the lease payments is considered probable.

The income (loss) on sale is calculated as (1) the fair value of the underlying asset (or the sum of the lease receivables and any prepaid lease payments by lessee, if lower) (“sales price”);

minus (2) the carrying amount of the underlying asset net of any unguaranteed residual asset;

minus (3) any deferred initial direct costs of the lessor (2 and 3 are collectively referred to as the “cost of sales”).

The sales price is reported in ancillary revenue and the cost of sales is reported in other cost of sales in the condensed consolidated statements of operations.

If collectibility of the financing receivables is not considered probable at the commencement date, we will not derecognize the underlying asset but will recognize lease payments received, including variable lease payments, as a deposit liability until the earlier of either of the following:

(a) collectibility of the lease payments, plus any amount necessary to satisfy a residual value guarantee provided by the lessee, becomes probable;

or (b) either of the following events occurs:

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

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

We will then derecognize the carrying amount of the underlying asset, derecognize the carrying amount of any deposit liability recognized, recognize a net investment in the lease on the basis of the remaining lease payments and remaining lease term, using the rate implicit in the lease determined at the commencement date, and recognize the income (loss) on sale.

If collectibility of the financing receivables is considered probable at the commencement date, any subsequent deterioration in the lessee’s credit quality would require that the net investment in lease be subject to an impairment analysis, which may result in recording an impairment charge.

Non-Lease Accounting

Recording revenue may require judgment, including determining whether an arrangement includes multiple performance obligations, whether any of those obligations are distinct and cannot be combined and allocation of the transaction price to each performance obligation based on the relative SSP.

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

Changes to the elements in an arrangement or, in our determination, to the relative SSP for these elements, could materially affect the amount of earned and unearned revenue reflected in our condensed consolidated financial statements.

Changes to the

elements in an arrangement or, in our determination, to the relative SSP for these elements, could materially affect the amount of earned and unearned revenue reflected in our condensed consolidated financial statements.

Understanding the complex terms of some of our agreements and determining the appropriate time, amount and method under which we should recognize revenue for the related transactions requires significant judgment.

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Revenues from charging — OEM are primarily recognized ratably over time or as fee-bearing usage occurs.

Revenues from charging — retail, charging — commercial and LCFS are usage-based services and recognized over time or at a point

in time upon the delivery of the charging products or services.

Revenues from charging — retail, charging — commercial and LCFS are usage-based services and recognized over time or at a point in time upon the delivery of the charging products or services.

eXtend and ancillary revenues are recognized over time based on a time-based or cost-based approach or at a point in time as performance obligations are satisfied.

Recent Accounting Pronouncements

For a discussion of our recently adopted accounting pronouncements, see Part I, Item 1, “Financial Statements — Note 2 — Summary of Significant Accounting Policies ” as of and for the three months ended March 31, 2025 and 2024.

On April 5, 2012, the JOBS Act was signed into law.

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These exemptions will apply for a period of five years following the completion of the Initial Public Offering or until we otherwise no longer qualify as an EGC.

Additionally, following the CRIS Business Combination, we have qualified as an SRC as defined under the Exchange Act.

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

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

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

Additionally, following the CRIS Business Combination, we qualified as an SRC as defined under the Exchange Act.

As of June 30, 2025, the market value of shares of our common stock held by non-affiliates was more than $250 million, and our annual revenue during the most recently completed fiscal year was more than $100 million.

Thus, as of July 1, 2025, we no longer qualified as an SRC.

However, we expect to continue to rely on exemptions from certain disclosure requirements that are available to SRCs through the Annual Report on Form 10-K for the year ending December 31, 2025, consistent with the SEC’s rules and related guidance under the Exchange Act.

Quantitative and Qualitative Disclosures About Market Risk

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

We are relying on the scaled disclosure requirements available to SRCs.

As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item 3.

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-Q

Item 2. Management’s Discussion and Analysis