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EVgo Inc.

EVgo Inc.EVGO财报

Nasdaq · 可选消费 · 汽车维修、服务及停车

EVgo Inc. is an electric vehicle fast charging network in the United States, with more than 950 charging locations as of August 2023. The company's charge stations are located in 35 states and are compatible with all major auto manufacturers.

What changed in EVgo Inc.'s 10-K — 2024 vs 2025

Top changes in EVgo Inc.'s 2025 10-K

563 paragraphs added · 551 removed · 428 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

126 edited+34 added−36 removed71 unchanged
Our 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.
Our 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, grocery stores, offices, medical complexes, airports and convenience stores.
Our human capital management strategy is integrated and aligned with the overall leadership objectives and is designed to attract, develop, and retain a high performing workforce to sustain our business, both today and in the future. We are focused on maintaining a culture of operational excellence that supports our employees, customers, and the many communities we serve.
Our human capital management strategy is integrated and aligned with our overall leadership objectives and is designed to attract, develop, and retain a high performing workforce to sustain our business, both today and in the future. We are focused on maintaining a culture of operational excellence that supports our employees, customers, and the many communities we serve.
To date, commercial contracts have either been structured as volumetric agreements or included guaranteed payment streams in exchange for guaranteed network access. To complement our core business model and increase customer reach, we also offer EVgo eXtend, a white label solution, primarily under our charging infrastructure agreement with Pilot Company.
To date, commercial contracts have either been structured as volumetric agreements or included guaranteed payment streams in exchange for guaranteed network access. To complement our core business model and increase customer reach, we also offer EVgo eXtend, a white label solution, primarily under our charging infrastructure agreement with the Pilot Company.
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.
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, Swift Borrower may voluntarily prepay any or all of the principal outstanding under the DOE Loan.
Where we do not purchase electricity directly from the local utility, we obtain electricity through the Site Host and reimburse the Host at a pre-negotiated rate. Customers, Partnerships and Strategic Relationships We have established partnerships and strategic relationships with key OEMs, including GM, Honda, Nissan, and Toyota, Site Hosts and fleet operators, as discussed further below.
Where we do not purchase electricity directly from the local utility, we obtain electricity through the Site Host and reimburse the Host at a pre-negotiated rate. Customers, Partnerships and Strategic Relationships We have established partnerships and strategic relationships with key OEMs, including GM, Honda, and Toyota, Site Hosts and fleet operators, as discussed further below.
A Level 2 charger will not charge a battery as quickly as a DCFC, providing up to 20 miles of range per hour of charging. Level 2 chargers are often found in homes, workplaces and long-dwell-time public locations. Our network includes a number of Level 2 AC chargers. ● Level 1 AC Chargers .
A Level 2 charger will not charge a battery as quickly as a DCFC, providing up to 20 miles of range per hour of charging. Level 2 chargers are often found in homes, workplaces and long-dwell-time public locations. Our network includes a limited number of Level 2 AC chargers. ● Level 1 AC Chargers .
In order to maximize our customer base, we believe that our products and services need to be available to all people regardless of their background. To uphold our vision, we commit to reflecting the communities we serve and implementing policies and practices that positively impact the many stakeholders we interact with.
In order to maximize our customer base, we believe that our products and services need to be available to all people regardless of their background. To uphold our vision, we commit to reflecting on the communities we serve and implementing policies and practices that positively impact the many stakeholders we interact with.
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.
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.
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.
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.
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.
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.
EV Chargers and Standards We design, through a joint development agreement with Delta, and deploy 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.
EV Chargers and Standards We design, through a joint development agreement with Delta, and deploy 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 multiple vehicles that are simultaneously connected to a single charger.
The Guarantee Agreement contains customary representations and warranties as well as affirmative and negative covenants (including restrictions on Borrower making distributions to affiliates).
The Guarantee Agreement contains customary representations and warranties as well as affirmative and negative covenants (including restrictions on Swift Borrower making distributions to affiliates).
Total miles delivered is equal to the number of kWh we have dispensed multiplied by Vehicle Efficiency. The weighted average Vehicle Efficiency from all vehicles compatible with our network in operation at the end of each year is based on 2024 data from the DOE and S&P Global Ratings.
Total miles delivered is equal to the number of kWh we have dispensed multiplied by Vehicle Efficiency. The weighted average Vehicle Efficiency from all vehicles compatible with our network in operation at the end of each year is based on 2025 data from the DOE and S&P Global Ratings.
We have teams of professionals with site leasing expertise who have long-standing relationships with national and regional retail chains and real estate investment trusts. These teams are focused on securing rights for charging station construction and operation at optimal sites that fit into a national network plan.
We have site leasing and real estate professionals who have long-standing relationships with national and regional retail chains and real estate investment trusts. These teams are focused on securing rights for charging station construction and operation at optimal sites that fit into a national network plan.
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 our staff to give back to their communities.
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 Mappi ng Tool . ● Partnering for Good : To engage within communities to accelerate access to electrified transportation and to coordinate opportunities for our staff to give back to their communities.
We provide 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.
We provide employees with compensation packages that include competitive salaries, annual discretionary performance bonuses tied to objectives and key results, and, for all salaried employees, long-term equity awards tied to time-based vesting conditions.
Existing customers with EVgo accounts are able to access eXtend chargers through our app, among other options. For some EVgo eXtend customers, we also provide grant application support and related services. Ancillary Service Offerings In addition to offering access to our public network, we offer dedicated charging solutions to autonomous vehicle and other fleets.
Existing customers with EVgo accounts are able to access eXtend chargers through our app, among other options. We also provide grant application support and related services to our eXtend customers. Ancillary Service Offerings In addition to offering access to the EVgo Public Network, we offer dedicated charging solutions to autonomous vehicle and other fleets.
Additional provisions that may permit or cause early termination include the Pilot Company’s right to terminate after 1,000 stalls have been completed, our inability to secure 19 Table of Contents certain chargers and a material increase in the price of chargers due to a change in law.
Additional provisions that may permit or cause early termination include the Pilot Company’s right to terminate after 1,000 stalls have been completed, our inability to secure certain chargers and a material increase in the price of chargers due to a change in law.
We believe that our people are our most important asset to help us achieve our mission. We are focused on fostering a mission-driven workforce with a broad set of perspectives, experiences, and backgrounds to ensure that we are customer centric, collaborative, and innovative to lead to our collective success.
We believe that our people are our most important asset to help us achieve our mission. We are focused on fostering a mission-driven workforce with a broad set of perspectives, experiences, and backgrounds to ensure that we are customer centric, 24 Table of Contents collaborative, and innovative to lead to our collective success.
We purchase electricity for the majority of our charging stations directly from local utilities as a commercial or industrial customer representing approximately 94% of our total GWh throughput in 2024. Each site qualifies for a certain utility tariff based primarily on maximum instantaneous electric usage (i.e., peak kW) measured over a historic period.
We purchase electricity for the majority of our charging stations directly from local utilities as a commercial or industrial customer representing approximately 96% of our total GWh throughput in 2025. Each site qualifies for a certain utility tariff based primarily on maximum instantaneous electric usage (i.e., peak kW) measured over a historic period.
The Guarantee Agreement also contains customary events of default including failure to make payments when due, failure to maintain the required debt service coverage ratio, the occurrence of a Change of Control (as defined in the Guarantee Agreement) or other breaches under the Guarantee Agreement.
The Guarantee Agreement also contains customary events of default including failure to make payments when due, failure to maintain the required debt 19 Table of Contents service coverage ratio, the occurrence of a Change of Control (as defined in the Guarantee Agreement) or other breaches under the Guarantee Agreement.
We do not intend the address to be an active link or to otherwise incorporate the contents of the website into this Annual Report. ​ 24 Table of Contents
We do not intend the address to be an active link or to otherwise incorporate the contents of the website into this Annual Report. ​ 26 Table of Contents
For the years ended December 31, 2024 and 2023, one customer represented 33.5% and 45.2%, respectively, of our total revenue. As we and the EV industry continue to grow, we expect revenues will be generated from a larger and an increasingly varied group of customers and commercial partners.
For the years ended December 31, 2025 and 2024, one customer represented 30.2% and 33.5%, respectively, of our total revenue. As we and the EV industry continue to grow, we expect revenues will be generated from a larger and an increasingly varied group of customers and commercial partners.
Market Overview EV charging demand is largely driven by the number of BEVs operating during a given period, miles traveled by such BEVs and Vehicle Efficiency. As of December 31, 2024, there were approximately 4.5 million BEVs in operation in the U.S. according to Experian.
Market Overview EV charging demand is largely driven by the number of BEVs operating during a given period, miles traveled by such BEVs and Vehicle Efficiency. As of December 31, 2025, there were approximately 5.7 million BEVs in operation in the U.S. according to Experian.
This grew 1.2 million in 2024 but these vehicles only represent 1.6% of total VIO and are expected to continue to grow, driven by tailwinds such as increased BEV model availability and performance, lower upfront prices for EVs, lower TCO as compared to ICE vehicles, and increased range.
This grew 1.2 million in 2025 but these vehicles only represent 1.9% of total VIO and are expected to continue to grow, driven by tailwinds such as increased BEV model availability and performance, lower upfront prices for EVs, lower TCO as compared to ICE vehicles, and increased range.
As part of the program, we continue to replace, upgrade or remove aging chargers to improve network reliability. ● Leveraging and Providing Value to Different Stakeholders within EV Ecosystem . We provide charging services to fleet customers by granting access to our public network and designing, constructing and operating dedicated hubs.
As part of the ReNew program, we replace, upgrade or remove aging chargers to improve network reliability. ● Leveraging and Providing Value to Different Stakeholders within EV Ecosystem . We provide charging services to fleet customers by granting access to the EVgo Public Network and designing, constructing and operating dedicated hubs.
The GM Agreement has been amended several times to, among other things, expand the overall number of charger stalls to be installed from 2,750 to 2,850, adjust charger stall installation targets, extend the completion deadline to June 30, 2028, provide for a payment of $7,000,000 in December 2022 in exchange for our agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and additional payments for changes to GM’s charger branding, and maintain a specified uptime percentage (described below) over the term of the GM Agreement.
The GM Agreement has been amended several times to, among other things, expand the overall number of charger stalls to be installed from 2,750 to 2,850, adjust charger stall installation targets, extend the completion deadline to June 30, 2028, provide for a payment of $7,000,000 in December 2022 in exch ange for our agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and additional payments for changes to GM’s charger branding, maintain a specified uptime percentage (described below) over the term of the GM Agreement, and provide certain charging credits to GM EV customers.
Pursuant to the Pilot Infrastructure Agreement, we are 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 us.
Pursuant to the Pilot Infrastructure Agreement, we are 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 that we procure.
Item 1. Business . Overview We are one of the nation’s leading public EV fast charging providers. With more than 1,100 fast charging stations across over 40 states, we strategically deploy localized and accessible charging infrastructure by partnering with leading businesses across the U.S., including retailers, grocery stores, restaurants, shopping centers, gas stations, rideshare operators and autonomous vehicle companies.
Item 1. Business . Overview We are one of the nation’s leading public EV fast charging providers. With more than 1,200 fast charging stations across 47 states, we strategically deploy localized and accessible charging infrastructure by partnering with leading businesses across the U.S., including retailers, grocery stores, restaurants, shopping centers, gas stations, rideshare operators and autonomous vehicle companies.
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. 16 Table of Contents Suppliers and Service Providers Charging Equipment and Related Services. We have invested in and maintain long-term relationships with suppliers and service providers.
Competition arising from use of other types of alternative fuel vehicles such as hydrogen, plug-in hybrid EVs, extended-range EVs, and high fuel economy gasoline and diesel-powered vehicles could inhibit growth in the EV sector. Suppliers and Service Providers Charging Equipment and Related Services. We have invested in and maintain long-term relationships with suppliers and service providers.
Our Customer Care Center also operates from redundant locations and remains readily available to help customers resolve issues that they may encounter. Our ReNew program has six key pillars of execution — prevention, diagnostics, rapid response, analysis, resilience, and continuous customer service — to further enhance our operating practices.
Our Customer Care Center also operates from multiple locations and 16 Table of Contents remains readily available to help customers resolve issues that they may encounter. Our ReNew program has six key pillars of execution — prevention, diagnostics, rapid response, analysis, resilience, and continuous customer service — to further enhance our operating practices.
For instance, CERCLA, also known as the superfund law, in the U.S. and comparable state laws impose liability, without regard to fault or the legality 21 Table of Contents of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment.
For instance, CERCLA, also known as the superfund law, 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 23 Table of Contents into the environment.
We design stations and specify EV chargers in-house and outsource production to an assortment of manufacturers. Based on a rigorous certification and qualification testing process, we have established commercial relationships with multiple EV charger manufacturers. At this stage of the industry, equipment is unique to each supplier with respect to components and aftermarket maintenance and warranty services.
We design stations and customize EV chargers in-house or in collaboration with manufacturers and outsource production. Based on a rigorous certification and qualification testing process, we have established commercial relationships with multiple EV charger manufacturers. At this stage of the industry, equipment is unique to each supplier with respect to components and aftermarket maintenance and warranty services.
Our partnerships and collaboration with a wide range of automotive OEMs, rideshare operators and other channel partners are designed to support domestic investment in transportation electrification, helping to accelerate EV adoption across the U.S. Through these partnerships, our network powered more than 860 million electric miles during 2024.
Our partnerships and collaboration with a wide range of automotive OEMs, rideshare operators and other channel partners are designed to support domestic investment in transportation electrification, helping to accelerate EV adoption across the U.S. Through these partnerships, our network powered more than 1.1 billion electric miles during 2025.
If we are wholly or partially unable to perform our obligations under the Pilot Infrastructure Agreement due to certain circumstances outside our 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.
If we are wholly or partially unable to perform our obligations under the Pilot Infrastructure Agreement due to certain circumstances outside our control, including delays by permitting 21 Table of Contents authorities and utilities or certain force majeure events, such inability will not be considered a breach or default under the Pilot Infras tructure Agreement.
In October 2024, we hosted our third company-wide EVgo University event covering in-depth facets of our business, including our mission, vision and values, what we are doing to enhance our customer experience, our technology strategy including the use of artificial intelligence, and developing team building, including collaboration, as well as personal well-being.
In February 2026, we hosted our company-wide EVgo University event covering in-depth facets of our business, including our mission, vision and values, what we are doing to enhance our customer experience, our product and technology strategy including the use of artificial intelligence, and developing team building, including collaboration, as well as personal well-being.
The tools take 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 and utility incentive programs, 30C Credit eligible census tracts, environmental justice and government policies. Based on these inputs, the tools optimize for financial return, regulatory incentive capture, utilization and network coverage.
The tools take 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 and utility incentive programs, environmental justice and government policies. Based on these inputs, the tools optimize for financial return, regulatory incentive capture, usage and network coverage.
In many cases, Site Hosts will earn revenue from license payments in the form of parking space rental fees that we pay in exchange for use of the site. 13 Table of Contents OEM Charging and Related Services We have revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and the provision of charging services for EV drivers.
In many cases, Site Hosts will earn revenue from parking space rental fees that we pay in exchange for use of the site. OEM Charging and Related Services We have revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and the provision of charging services for EV drivers.
These relationships allow us to access new customers and build brand awareness through co-marketing. We may also benefit from promotional programs sponsored by OEMs. In some cases, OEM partners have agreed to provide one-time or ongoing payments related to the build-out of our charger network. In nearly all cases, we retain ownership of the chargers built under these OEM programs.
These relationships allow us to access new customers and build brand awareness through co-marketing. We may also benefit from promotional programs sponsored by OEMs. In some cases, OEM partners have agreed to provide one-time or ongoing payments related to the build-out of our charger network.
Our Site Hosts span a wide array of industries and locations, including airports, automobile dealers, healthcare/medical facilities, hotels, mixed-use facilities, municipal locations, parks and recreation areas, parking lots, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs and workplace locations.
Our Site Hosts span a wide array of industries and locations, including hotels, near airports, mixed-use facilities, municipal locations, parks and recreation areas, parking lots, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs and workplace locations.
Since 2021, BEVs in operation have increased at a 46% compounded annual growth rate, while the supply of public DCFC ports has increased by only 32%. The U.S. has fewer DCFC charging ports in service compared to BEVs in operation than either Europe or China.
Also, since 2021, BEVs in operation have increased 41% while the supply of public DCFC ports has increased at a compounded annual growth rate of only 35%. The U.S. has fewer DCFC charging ports in service compared to BEVs in operation than either Europe or China.
Therefore, we purchase certified RECs in order to qualify the electricity we distribute through charging stations as renewable energy and will continue to purchase certified RECs in the future to substantiate claims that the electricity provided from our charging stations is 100% matched with purchases of renewable energy.
Therefore, we purchase certified RECs in order to qualify the electricity we distribute through charging stations, excluding renewable energy procured from the grid, as renewable energy and will continue to purchase certified RECs in the future to substantiate claims that the electricity provided from our charging stations is either 100% matched with purchases of renewable energy or is comprised of renewable energy procured from the grid.
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.
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.
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. Market Opportunity & Strategy The U.S.
These offerings currently include customization of digital applications, charging data integration, 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. 15 Table of Contents Market Opportunity & Strategy The U.S. EV market continues to grow.
Under the GM Agreement, we are required to install a total of 2,850 charger stalls by June 30, 2028, 73.5% of which were required to be and were installed by December 31, 2024.
Under the GM Agreement, we are required to install a total of 2,850 charger stalls by June 30, 2028, 81.4% of which were required to be and were installed by December 31, 2025.
We have received awards for grants and incentives from state energy offices, state departments of transportation, local air districts, and utility rebate and “make-ready” programs. We have historically benefitted from the availability of 30C income tax credits, which effectively subsidizes the cost of placing our charging stations in service.
We have received awards for grants and incentives from state energy offices, state departments of transportation, local air districts, and utility rebate and “make-ready” programs. In recent years, we benefited from the availability of 30C income tax credits, which effectively subsidizes the cost of placing our charging stations in service within specific census tracts.
As such, equipment and services are currently singularly sourced from each supplier. For the year ended December 31, 2024, Delta provided 77.3% of our total charging equipment compared to 76.9% for the year ended December 31, 2023. In January 2025, we also entered into a joint development agreement with Delta to develop our next generation of charging infrastructure.
As such, equipment and services are currently singularly sourced from each supplier. For the year ended December 31, 2025, Delta provided 80.5% of our total charging equipment compared to 77.3% for the year ended December 31, 2024. We also have a joint development agreement with Delta to develop our next generation of charging infrastructure.
As of December 31, 2024, the EVgo Public Network included over 3,400 DCFC stalls at over 1,100 locations — one of the largest public DC fast charging networks in the U.S. 12 Table of Contents ● Level 2 AC Chargers . Level 2 chargers operate at 208V or 240V AC and supply between 3.6-19.2 kW.
As of December 31, 2025, the EVgo Public Network included approximately 3,900 DCFC stalls at over 1,200 locations — one of the largest public DC fast charging networks in the U.S. ● Level 2 AC Chargers . Level 2 chargers operate at 208V or 240V AC and supply between 3.6-19.2 kW.
However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, we may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements.
However, if these components do not meet all of the requirements for the exclusion, or if the requirements for the exclusion change, we may be required to treat such products as hazardous waste at end-of-life, with such wastes being subject to more rigorous and costly disposal requirements.
Key features such as Autocharge+ enable drivers who enroll an eligible EV to automatically start a charge simply by plugging in, while EVgo Reservations and EVgo Rewards further enhance the driver experience and provide a clear differentiation from other charging providers.
Key features such as Autocharge+, which enables drivers who enroll 11 Table of Contents an eligible EV to automatically start a charge simply by plugging in, EVgo Reservations and EVgo Access further enhance the driver experience and provide a clear differentiation from other charging providers.
The principal competitive factors in the industry include charger count, locations, accessibility and quality of the customer experience; DCFC network availability and reliability, scale and local density; charger connectivity to EVs and ability to charge all standards; speed of charging relative to expected vehicle dwell times at the location; adjacent amenities; software-enabled services; operator brand, track record and reputation; access to equipment vendors and service providers; access to public policy support and pricing; and access to capital to support network expansion.
The principal competitive factors in our industry include charger count, locations, and accessibility; charger connectivity to EVs and ability to charge widely adopted standards; speed of charging relative to expected vehicle dwell times at a location; adjacent amenities; DCFC network reliability, scale and local density; software-enabled service offerings and overall customer experience; operator brand, track record and 17 Table of Contents reputation; access to equipment vendors and service providers; policy support incentives; and pricing.
In deregulated utility markets like the Northeast, Mid-Atlantic, and Texas, we have entered into fixed-price contracts to manage the underlying risk associated with the potential for volatility in supply costs and continue to explore the opportunity to enter into similar contracts for additional charging sites.
In markets that permit competitive retail supply – including portions of the Northeast, Mid-Atlantic, Texas, and California, we have entered into fixed-price contracts to manage the underlying risk associated with the potential for volatility in supply costs and continue to explore the opportunity to enter into similar contracts for additional charging sites.
Our 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 our agreements. Detailed quality control metrics are measured and reported during these meetings, along with improvement plans as needed. ● Charging Sites Operation.
They negotiate manufacturing and services agreements with all suppliers, conduct quarterly and annual business reviews with all key suppliers, and audit conformance with the terms of our agreements. Detailed quality control metrics are measured and reported during these meetings, along with improvement plans as needed. ● Charging Sites Operation.
Our Supply Chain team secures all equipment, negotiates pricing, maintains inventory forecasts, and manages logistics and warehousing to ensure that the construction of sites can be carried out in a timely and cost-effective manner.
Our supply chain experts secure all equipment, negotiate pricing, maintain inventory forecasts, and manage logistics and warehousing to ensure that the construction of sites can be carried out in a timely and cost-effective manner.
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.
Larger (and thus heavier) EV models, such as SUVs and pickup trucks, coupled with an increased number of EV fleets, will require a greater number of easily accessible charging outlets.
We also work 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. 15 Table of Contents ● Technology-Enabled Products and Services .
We also work 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. ● Technology-Enabled Products and Services . We are focused on enhancing products and services to maintain a leadership position as a developer and operator of networked charging infrastructure.
CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur.
CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. We rely on our recycling partners to make determinations regarding the handling of our waste.
In addition, we have Development Engineering and Infrastructure Engineering teams that design site-specific solutions and bid construction projects out to third party engineering, procurement and construction firms. Our Hardware Engineering team specifies, qualifies, tests, and validates all charging equipment that is deployed to ensure a seamless experience for our customers.
In addition, we have development and infrastructure engineers that design site-specific solutions and bid construction projects out to third party engineering, procurement and construction firms. Our hardware engineers specify, qualify, test, and validate all charging equipment that are deployed to ensure a seamless experience for our customers.
We are continuously engaged with federal policymakers, state agencies, utilities, state legislatures and other stakeholders to mitigate risks, shape funding opportunities, reduce electricity rates, implement streamlined EV charging tariffs and interconnection processes and promote competitive ownership of EVSE.
We are continuously engaged with federal policymakers, state agencies, utilities, state legislatures and other stakeholders to mitigate risks, shape funding opportunities, reduce electricity rates, implement streamlined EV charging tariffs and interconnection processes and promote competitive ownership of EVSE. Competition The charging infrastructure sector is evolving as the EV market expands to serve new drivers and EV policies change.
Under the Pilot O&M Agreement, we are required to perform operations, maintenance and networking services on stalls built and commissioned under the Pilot Infrastructure Agreement in exchange for payment of a monthly fee by the Pilot Company to us. Similar to the Pilot Infrastructure Agreement, the Pilot O&M Agreement includes customary events of default and related remedies.
In 2025, we surpassed the 1,000 completed stalls milestone. Under the Pilot O&M Agreement, we are required to perform operations, maintenance and networking services on stalls built and commissioned under the Pilot Infrastructure Agreement in exchange for payment of a monthly fee by the Pilot Company to us.
These credits are generated through charging station operations based on the volume of kWh sold. We earn additional revenue through the sale of these credits to buyers obligated to purchase the credits to comply with the program mandates. In California, we actively seek to maximize the number of credits generated per kWh of energy sold by sourcing renewable electricity.
These credits are generated through charging station operations based on the volume of kWh sold. We earn additional revenue through the sale of these credits to buyers obligated to purchase the credits to comply with the program mandates.
Pursuant to the GM Agreement, we are 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.
A certain portion of the charger stalls that we are required to build are Flagship Stalls. Pursuant to the GM Agreement, we are required to meet certain quarterly milestones measured by the number of charger stalls completed, and GM is required to mak e certain payments based on charger stalls completed.
Our 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 Field Operations team commissions the sites and adds them to the active network. ● Charging Equipment Procurement.
Our project managers and utility teams then oversee construction projects, secure permits and easements as needed, and help ensure high quality, safety, and energization of charging sites. The field team commissions the sites. ● Charging Equipment Procurement.
We conduct periodic employee engagement surveys throughout the year for our employees to provide input on how we can improve. We also offer tuition reimbursement programs to our eligible employees. Compensation and Benefits Program.
We conduct an annual employee engagement survey for our employees to provide input on how we can improve through meaningful actions. We also offer tuition reimbursement programs to our eligible employees. Compensation and Benefits Program.
Other jurisdictions have followed suit, with New York City’s Taxi and Limousine Commission’s Green Rides Initiative requiring rideshare trips to be electric or wheelchair accessible by 2030, and Massachusetts offering financial incentives for TNC drivers to purchase EVs.
Outside of California, New York City’s Taxi and Limousine Commission’s Green Rides Initiative requires rideshare trips to be electric or wheelchair accessible by 2030, and Massachusetts offers financial incentives for TNC drivers to purchase EVs.
The Borrower submitted its first request for an Advance of $75.3 million and received such Advance in January 2025. 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.
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.
Any such changes in the laws and regulations, or in our ability to qualify the materials we use for exclusions under such laws and regulations, could adversely affect our operating expenses. Renewable Energy Markets As part of our business strategy, we market the electricity provided from our charging stations as 100% matched with purchases of RECs.
Any such changes in the laws and regulations, or in our ability to qualify the materials we use for exclusions under such laws and regulations, could adversely affect our operating expenses. Renewable Energy Markets As part of our business strategy, we purchase RECs from accredited suppliers to match the non-renewable portion of electricity consumed across our public network.
Employees are empowered and encouraged to question, stop, and correct any unsafe act or condition while communicating openly and honestly on health and safety issues. Company Culture. Our vision is to enable effortless fast charging for everyone.
Our commitment is demonstrated by providing the tools and skill building needed to help ensure that our employees can perform their work safely. Employees are empowered and encouraged to question, stop, and correct any unsafe act or condition while communicating openly and honestly on health and safety issues. Company Culture. Our vision is to enable effortless fast charging for everyone.
Beyond its services to EV drivers, PlugShare offers an array of services for business and institutional clients. PlugShare licenses public charging location data to automakers and other customers through the PlugShare API. The PlugShare DataTool provides a powerful desktop environment for in-depth analysis of public charging infrastructure. PlugShare manages the world’s largest EV driver research panel through PlugInsights.
PlugShare licenses public charging location data to automakers and other customers through the PlugShare API. The PlugShare DataTool provides a powerful desktop environment for in-depth analysis of public charging infrastructure. PlugShare manages the world’s largest EV driver research panel through PlugInsights. Finally, PlugShare also delivers highly targeted advertising and promotional impressions to clients around the world.
Our NOC operates from redundant locations on a continuous basis to remotely monitor all sites and charging stations. In addition to staffing internal resources, we contract with several national network maintenance firms to ensure response times in as little as four hours when needed.
Our NOC team remotely monitors all sites and charging stations on a continuous basis. Our NOC team can identify and address many performance issues remotely, without the need for site visits. In addition to staffing internal resources, we contract with several national network maintenance firms to ensure response times in as little as four hours when needed.
Our CCS stations are also accessible to eligible Tesla EVs through the CCS adapter, and with Autocharge+, we can deliver the same plug and charge experience to Tesla drivers that they have on Tesla’s Supercharger network. In addition, we have begun adding NACS connectors to our fast charging network.
Eligible Tesla EVs can also charge at our CCS stations through the CCS adapter, and with Autocharge+, we can deliver the same plug and charge experience to Tesla drivers that they have on Tesla’s Supercharger network. We continue to integrate additional NACS connectors across the EVgo Public Network to support the transition to NACS.
In the ordinary course of business, we engage in active discussions and renegotiations with our commercial partners with respect to the 17 Table of Contents solutions we provide and the terms of their agreements, including fees.
In the ordinary course of business, we engage in active discussions and renegotiations with our commercial partners with respect to the solutions we provide and the terms of their agreements, including fees. Most of our contracts with our commercial partners have multi-year terms and some have the right to terminate prior to the end of the term.
The GM Agreement is subject to early termination in certain circumstances, including in the event we fail to meet the quarterly charger stall-installation milestones or maintain the specified level of network availability.
In addition to the capital-build program, we are co mmitted to providing GM EV customers with a certain aggregate amount of charging credits. The GM Agreement is subject to early termination in certain circumstances, including in the event we fail to meet the quarterly charger stall installation milestones or maintain the specified level of network 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.
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. 13 Table of Contents 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.
From our frontline employees to our leadership roles, we have maintained a focus on attracting, developing and retaining a robust talent pipeline to remain competitive and to continue to provide our customers with the highest standard of service. Our employees grow through a variety of training and development opportunities at all career tracks within the organization.
These are typically supported through public funding programs. Talent, Attraction, Development and Engagement. From our frontline employees to our leadership roles, we have maintained a focus on attracting, developing and retaining a robust talent pipeline to remain competitive and to continue to provide our customers with the highest standard of service.
Although we are not a car manufacturer and thus not directly subject to these standards, such standards may still indirectly affect our business by sending a market signal for vehicle manufacturers to increase their EV offerings, which would likely result in increased demand for charging services.
Although we are not a car manufacturer and thus not directly subject to these standards, they may indirectly affect our business by sending a market signal for car manufacturers to adjust their EV offerings, potentially impacting demand for charging services over the long term.
EV market continues to experience significant growth, and the market share of EVs was approximately 8.0% of all vehicle sales in 2024 according to Reuters. Availability of appropriate charging infrastructure is critical to enabling consumer and commercial adoptions of EVs.
The market share of EVs was approximately 7.5% of all vehicle sales in 2025 according to Reuters. Availa bility of appropriate charging infrastructure is critical to enabling consumer and commercial adoptions of EVs.
In addition to the provision of EV charging infrastructure, we are continuing to develop and deploy innovative software-based, value-added services to drivers and partners. These offerings enhance the customer experience across our business segments by layering proprietary technology functionality on top of our charging network, with the intention of creating a competitive advantage and providing accretive revenue streams.
These offerings enhance customer experience across our business segments by layering proprietary technology functionality on top of our charging network, with the intention of creating a competitive advantage and providing accretive revenue streams.
As the charging sector continues to evolve, a number of players have emerged or could emerge as our competitors. As a leading builder, owner and operator of a public fast charging network, some our competitors include Tesla, Electrify America, ChargePoint and Blink.
As a leading builder, owner and operator of a public fast charging network, some our competitors include Tesla, Electrify America, ChargePoint, Ionna, and Blink.
We, through our subsidiary, EVgo Services, will provide charge point operator services to the Borrower for the duration of the DOE Loan. The DOE Loan matures on January 7, 2042. Beginning on March 15, 2030, the Borrower will be required to make quarterly payments of principal and interest to the FFB. Interest rates are fixed at the applicable long-dated U.S.
The DOE Loan matures on January 7, 2042. Beginning on Ma rch 15, 2030 , Swift Borrower will be required to make quarterly payments to the FFB. Interest rates are fixed at the applicable long-dated U.S.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Risks Related to Our Business ● We are an early-stage growth company with a history of operating losses and expect to incur significant expenses and continuing losses at least for the near- and medium-term. ● Our growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market. ● We have recently experienced rapid growth.
Risks Related to Our Business ● We are an early-stage growth company with a history of operating losses and expect to incur significant expenses and continuing losses at least for the near- and medium-term. ● Our growth and success are highly correlated with and thus dependent upon the continuing adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market. ● We have recently experienced rapid growth.
Risks Related to the EV Market ● Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for our products and services. ● Rideshare and commercial fleets may not electrify as quickly as expected and may not rely on public fast charging or on our network as much as expected.
Risks Related to the EV Market ● Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for our products and services. ● Rideshare and commercial fleets may not electrify as quickly or rely on public fast charging or on our network as much as expected.
The GM Agreement is subject to early termination in certain circumstances, including in the event we fail to meet the quarterly charger stall-installation milestones or fail to maintain the specified level of network availability.
The GM Agreement is subject to early termination in certain circumstances, including in the event we fail to meet the quarterly charger stall installation milestones or maintain the specified level of network availability.
The reduction, modification or elimination of such benefits could materially and adversely affect our business, financial condition and results of operations.
The reduction, modification or elimination of such benefits could materially and adversely affect our business, financial condition and results of operations.
These covenants, which are each subject to customary exceptions, impose limitations on the Borrower’s ability to, among other things, without complying with the DOE Loan or obtaining the consent of the DOE: ● incur additional indebtedness; ● sell, lease, transfer or otherwise dispose of certain assets; ● acquire another company or business or enter into a merger or similar transaction with third parties; ● pay dividends and make other restricted payments; ● encumber or permit liens on certain assets; ● amend our organizational documents or capital structure; and ● make certain investments.
These covenants, which are each subject to customary exceptions, impose limitations on Swift Borrower’s ability to, among other things, without complying with the DOE Loan or obtaining the consent of the DOE: ● incur additional indebtedness; ● sell, lease, transfer or otherwise dispose of certain assets; ● acquire another company or business or enter into a merger or similar transaction with third parties; ● pay dividends and make other restricted payments; ● encumber or permit liens on certain assets; ● amend our organizational documents or capital structure; and ● make certain investments.
The terms of the DOE Loan generally prohibit the Borrower from making a dividend or distribution unless, among other things, (i) the Borrower has provided the required notice under the DOE Loan to the DOE of the proposed dividend or distribution, (ii) the Borrower has complied with funding requirements for the reserve accounts and operating account under the DOE Loan, (iii) the Borrower’s debt to EBITDA ratio during the availability period for draws under the DOE Loan complies with the requirements set forth in the DOE Loan, and (iv) following the availability period for draws under the DOE Loan, the historical debt service coverage ratio and projected debt service coverage ratio comply with the requirements set forth in the DOE Loan.
The terms of the DOE Loan generally prohibit Swift Borrower from making a dividend or distribution unless, among other things, (i) Swift Borrower has provided the required notice under the DOE Loan to the DOE of the proposed dividend or distribution, (ii) Swift Borrower has complied with funding requirements for the reserve accounts and operating account under the DOE Loan, (iii) Swift Borrower’s debt to EBITDA ratio during the availability period for draws under the DOE Loan complies with the requirements set forth in the DOE Loan, and (iv) following the availability period for draws under the DOE Loan, the historical debt service coverage ratio and projected debt service coverage ratio comply with the requirements set forth in the DOE Loan.
In addition to the other risks described herein, the following factors could also cause our financial condition and results of operations to fluctuate on a quarterly basis: ● the timing and volume of new sales; ● changes in utility tariffs affecting costs of electricity, fluctuations in payroll costs due to changes in staffing needs, service costs — particularly due to unexpected costs of servicing and maintaining charging stations, changes in dynamics with Site Host partners that may result in higher site-license fees, unexpected increases in third-party software costs, fluctuations in call center costs, changes in payment fees, and increases in property taxes; ● the timing of new charger installations and new product rollouts; ● the timing of the introduction of new EV models by OEMs; ● weaker than anticipated demand for DC fast charging, whether due to changes in government incentives and policies or due to other conditions; ● fluctuations in sales and marketing, business development or research and development expenses; ● supply chain interruptions and manufacturing or delivery delays; ● the timing and availability of new products relative to customers’ and investors’ expectations; ● the length of the installation cycle for a particular location or market; ● the timing of recognition of any cash received from OEM partners as revenue; ● disruptions in sales, production, service or other business activities or our inability to attract and retain qualified personnel; ● unanticipated changes in federal, state, local, or foreign government incentive programs, which can affect demand for EVs or the anticipated costs of construction of charging infrastructure; ● unanticipated emergence of new market entrants and various strategic actions by incumbents that might lead to intensifying competition and thus worsened operational results; and ● seasonal fluctuations in driving patterns.
In addition to the other risks described herein, the following factors could also cause our financial condition and results of operations to fluctuate on a quarterly basis: ● the timing and volume of new sales; ● changes in utility tariffs affecting costs of electricity, fluctuations in payroll costs due to changes in staffing needs, service costs — particularly due to unexpected costs of servicing and maintaining charging stations, changes in dynamics with Site Host partners that may result in higher site-license fees, unexpected increases in third-party software costs, fluctuations in call center costs, changes in payment fees, and increases in property taxes; ● the timing of new charger installations and new product rollouts; ● the timing of the introduction of new EV models by OEMs; ● weaker than anticipated demand for DC fast charging, whether due to changes in government incentives and policies or due to other conditions; 53 Table of Contents ● fluctuations in sales and marketing, business development or research and development expenses; ● supply chain interruptions and manufacturing or delivery delays; ● the timing and availability of new products relative to customers’ and investors’ expectations; ● the length of the installation cycle for a particular location or market; ● the timing of recognition of any cash received from OEM partners as revenue; ● disruptions in sales, production, service or other business activities or our inability to attract and retain qualified personnel; ● unanticipated changes in federal, state, local, or foreign government incentive programs, which can affect demand for EVs or the anticipated costs of construction of charging infrastructure; ● unanticipated emergence of new market entrants and various strategic actions by incumbents that might lead to intensifying competition and thus worsened operational results; and ● seasonal fluctuations in driving patterns.
In addition, some provisions of our Charter could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to the stockholders, including: (i) prohibiting us from engaging in any business combination with any interested stockholder for a period of three years following the time that the stockholder became an interested stockholder, subject to certain exceptions, (ii) establishing that provisions with regard to the nomination of candidates for election as directors are subject to the A&R Nomination Agreement, (iii) providing that the authorized number of directors may be changed only by resolution of our Board of Directors and in any case is subject to the A&R Nomination Agreement, (iv) providing that all vacancies in our Board of Directors may, except as otherwise be required, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, (v) providing that our Charter and bylaws may only be amended and directors may only be removed, by the affirmative vote of the holders of at least 75% of the then outstanding voting stock after LS Power owns less than 30% of our voting capital stock, (vi) providing for our Board of Directors to be divided into three classes of directors, (vii) providing that the amended and restated bylaws can be amended by our Board of Directors, (viii) limitations on the ability of stockholders to call special meetings, (ix) limitations on the ability of stockholders to act by written consent and (x) renouncing any reasonable expectancy interest that we have in, or right to be offered an opportunity to participate in, any corporate or business opportunities that are from time to time presented to LS Power, directors affiliated with LS Power, their respective affiliates and non-employee directors.
In addition, some provisions of our Charter could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to the stockholders, including: (i) prohibiting us from engaging in any business combination with any interested stockholder for a period of three years following the time that the stockholder became an interested stockholder, subject to certain exceptions, (ii) establishing that provisions with regard to the nomination of candidates for election as directors are subject to the A&R Nomination Agreement , (iii) providing that the authorized number of directors may be changed only by resolution of our Board of Directors and in any case is subject to the A&R Nomination Agreement , (iv) providing that all vacancies in our Board of Directors may, except as otherwise be required, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, (v) providing that our Charter and bylaws may only be amended and directors may only be removed, by the affirmative vote 65 Table of Contents of the holders of at least 75% of the then outstanding voting stock after LS Power owns less than 30% of our voting capital stock, (vi) providing for our Board of Directors to be divided into three classes of directors, (vii) providing that the amended and restated bylaws can be amended by our Board of Directors , (viii) limitations on the ability of stockholders to call special meetings, (ix) limitations on the ability of stockholders to act by written consent and (x) renouncing any reasonable expectancy interest that we have in, or right to be offered an opportunity to participate in, any corporate or business opportunities that are from time to time presented to LS Power , directors affiliated with LS Power , their respective affiliates and non-employee directors.
There is an increased focus, including by governmental and nongovernmental organizations, investors, customers and other stakeholders on climate change matters, including increased pressure to expand disclosures related to the physical and transition risks related to climate change and to establish sustainability goals, such as the reduction of greenhouse gas emissions, which could expose us to market, operational and execution costs or risks.
There is an increased and evolving focus, including by governmental and nongovernmental organizations, investors, customers and other stakeholders on climate change matters, including increased pressure to expand disclosures related to the physical and transition risks related to climate change and to establish sustainability goals, such as the reduction of greenhouse gas emissions, which could expose us to market, operational and execution costs or risks.
Additionally, if the Borrower is unable to satisfy its payment obligations under the DOE Loan and an event of default occurs, the secured parties under the DOE Loan may foreclose on and sell the secured assets, which could prevent us from accessing such assets for our business and conducting our business as planned.
Additionally, if Swift Borrower is unable to satisfy its payment obligations under the DOE Loan and an event of default occurs, the secured parties under the DOE Loan may foreclose on and sell the secured assets, which could prevent us from accessing such assets for our business and conducting our business as planned.
Our obligations under the DOE Loan are secured on a first priority basis (subject to customary exceptions and permitted liens) by, and among other things, certain assets of the Borrower, which include the DC Stalls contributed to the Borrower by us pursuant to the terms of the DOE Loan, and the equity interests of the Borrower.
Our obligations under the DOE Loan are secured on a first priority basis (subject to customary exceptions and permitted liens) by, and among other things, certain assets of Swift Borrower, which include the DC stalls contributed to Swift Borrower by us pursuant to the terms of the DOE Loan, and the equity interests of Swift Borrower.
See Part I, Item IA, “Risk Factors — Risks Related to Our Securities — The market price of our Class A common stock could be adversely affected by, and our stockholders may experience dilution as a result of, sales of substantial amounts of Class A common stock in the public or private markets, including sales by us, EVgo Holdings or other large holders. ” 35 Table of Contents A failure of service by one or more of our key vendors, including third-party providers of software, technology, applications or communication services that we rely on, could materially and adversely affect our business, financial condition and results of operations.
See Part I, Item IA, “Risk Factors — Risks Related to Our Securities — The market price of our Class A common stock could be adversely affected by, and our stockholders may experience dilution as a result of, sales of substantial amounts of Class A common stock in the public or private markets, including sales by us, EVgo Holdings or other large holders. ” 38 Table of Contents A failure of service by one or more of our key vendors, including third-party providers of software, technology, applications or communication services that we rely on, could materially and adversely affect our business, financial condition and results of operations.
Accordingly, our ability to meet our obligations at the EVgo level depends upon the ability of our subsidiaries, including the Borrower, to distribute cash to us. In this regard, the ability of the Borrower to distribute cash to us is limited by certain restrictions and requirements to which the Borrower is subject under the terms of the DOE Loan.
Accordingly, our ability to meet our obligations at the EVgo level depends upon the ability of our subsidiaries, including Swift Borrower, to distribute cash to us. In this regard, the ability of Swift Borrower to distribute cash to us is limited by certain restrictions and requirements to which Swift Borrower is subject under the terms of the DOE Loan.
The measures we take to protect our technology and intellectual property from infringement, misappropriation or unauthorized use by others may not be effective for various reasons, including the following: ● the patent application we have submitted may not result in the issuance of any patents; ● the scope of any issued patents that may result from the pending patent application may not be broad enough to protect proprietary rights; ● any patents or trademarks may be challenged by competitors and/or invalidated or canceled by courts or other government entities; ● the costs associated with enforcing patents, trademarks, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable; ● current and future competitors may circumvent patents or independently develop similar inventions, trade secrets or works of authorship, such as software; ● know-how and other proprietary information we purport to hold as a trade secret may not qualify as a trade secret under applicable laws; and ● proprietary designs and technology embodied in our products may be discoverable by third parties through means that do not constitute violations of applicable laws.
The measures we take to protect our technology and intellectual property from infringement, misappropriation or unauthorized use by others may not be effective for various reasons, including the following: ● the patent application we have submitted may not result in the issuance of any patents; ● the scope of any issued patents that may result from the pending patent application may not be broad enough to protect proprietary rights; 48 Table of Contents ● any patents or trademarks may be challenged by competitors and/or invalidated or canceled by courts or other government entities; ● the costs associated with enforcing patents, trademarks, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable; ● current and future competitors may circumvent patents or independently develop similar inventions, trade secrets or works of authorship, such as software; ● know-how and other proprietary information we purport to hold as a trade secret may not qualify as a trade secret under applicable laws; and ● proprietary designs and technology embodied in our products may be discoverable by third parties through means that do not constitute violations of applicable laws.
Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including: ● the requirement that a majority of our Board of Directors consist of “independent directors” as defined under the rules of the Nasdaq; ● the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; ● the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and ● the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees.
Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company ” and may elect not to comply with certain corporate governance requirements, including: ● the requirement that a majority of our Board of Directors consist of “independent directors” as defined under the rules of the Nasdaq; ● the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; ● the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and ● the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees.
We depend upon cash distributions from our subsidiaries, including the Borrower, to fund our operations, and restrictions on the Borrower’s ability to distribute cash to us under the DOE Loan could adversely affect our business plans. We conduct our operations through operating subsidiaries, including the Borrower.
We depend upon cash distributions from our subsidiaries, including Swift Borrower, to fund our operations, and restrictions on Swift Borrower’s ability to distribute cash to us under the DOE Loan could adversely affect our business plans. We conduct our operations through operating subsidiaries, including Swift Borrower.
Our growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market. Our growth is highly dependent upon the continued rapid adoption of EVs by governments, businesses and consumers.
Our growth and success are highly correlated with and thus dependent upon the continuing adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market. Our growth is highly dependent upon the continued adoption of EVs by governments, businesses and consumers.
Our and EVgo OpCo’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of share-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or us otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions and (i) the ability to structure business operations in an efficient and competitive manner.
Our and EVgo OpCo’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of share-based compensation, (e) changes in the relative amount of earnings subject 55 Table of Contents to tax in the various jurisdictions, (f) the potential business expansion into, or us otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions and (i) the ability to structure business operations in an efficient and competitive manner.
Current and future administrations at the federal and state level may create uncertainty for the EV sector, which may have a material and adverse effect on our business, prospects, financial condition and results of operations.
Current and future administrations at the federal and state level may create uncertainty for the EV sector, which may have a material and adverse effect on our business, financial condition and results of operations.
This agreement generally provides for the payment by the Company Group to EVgo Holdings of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax (computed using simplifying assumptions to address the impact of state and local taxes) that the Company Group actually realizes (or is deemed to realize in certain circumstances) in periods after the consummation of the CRIS Business Combination as a result of certain increases in tax basis available to the Company Group as a result of the CRIS Business Combination, the acquisition of EVgo OpCo Units pursuant to an exercise of the EVgo OpCo Unit Redemption Right (as defined in the EVgo OpCo A&R LLC Agreement) or the Call Right (as defined in the EVgo OpCo A&R LLC Agreement) (including any increases in tax basis relating to prior transfers 52 Table of Contents of such EVgo OpCo Units that will be available to the Company Group as a result of its acquisition of such EVgo OpCo Units) and certain benefits attributable to imputed interest.
This agreement generally provides for the payment by the Company Group to EVgo Holdings of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax (computed using simplifying assumptions to address the impact of state and local taxes) that the Company Group actually realizes (or is deemed to realize in certain circumstances) in periods after the consummation of the CRIS Business Combination as a result of certain increases in tax basis available to the Company Group as a result of the CRIS Business Combination , the acquisition of EVgo OpCo Units pursuant to an exercise of the EVgo OpCo Unit Redemption Right (as defined in the EVgo OpCo A&R LLC Agreement) or the Call Right (as defined in the EVgo OpCo A&R LLC Agreement ) (including any increases in tax basis relating to prior transfers of such EVgo OpCo Units that will be available to the Company Group as a result of its acquisition of such EVgo OpCo Units ) and certain benefits attributable to imputed interest.
See Part I, Item IA, “Risk Factors — Risks Related to Our “Up-C” Structure and the Tax Receivable Agreement — In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, the Company Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement . ” 54 Table of Contents We will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.
See Part I, Item IA, “Risk Factors — Risks Related to Our “Up-C” Structure and the Tax Receivable Agreement — In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, the Company Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement . ” 60 Table of Contents We will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.
Either of these events could materially and adversely affect our business, financial condition and results of operations. The restrictions imposed on the Borrower under the DOE Loan limit our flexibility in operating the business of the Borrower and could limit our flexibility in operating our business.
Either of these events could materially and adversely affect our business, financial condition and results of operations. The restrictions imposed on Swift Borrower under the DOE Loan limit our flexibility in operating the business of Swift Borrower and could limit our flexibility in operating our business.
Additionally, the terms of the DOE Loan impose limitations on our ability to raise funds insofar as restrictive covenants relating to the Borrower’s ability to incur indebtedness and pledge assets.
Additionally, the terms of the DOE Loan impose limitations on our ability to raise funds insofar as restrictive covenants relating to Swift Borrower’s ability to incur indebtedness and pledge assets.
Our Board of Directors or management team may believe that the Borrower taking any one of these actions would be in our best interests and the best interests of our stockholders.
Our Board of Directors or management team may believe that Swift Borrower taking any one of these actions would be in our best interests and the best interests of our stockholders.
See Part I, Item IA, “Risk Factors — Risks Related to Our Business — We may need to raise additional funds, and these funds may not be available when needed or may only be available on unfavorable terms, which could impact our ability to fund our operations, our growth and the build-out of our network. ” We have identified a material weakness in our internal control over financial reporting, and any inability to timely remediate this material weakness or otherwise establish and maintain an effective system of internal control over financial reporting may harm investor confidence and cause a decline in the price of our Class A common stock.
See Part I, Item IA, “Risk Factors — Risks Related to Our Business — We may need to raise additional funds, and these funds may not be available when needed or may only be available on unfavorable terms, which could impact our ability to fund our operations, our growth and the build-out of our network. ” We have identified material weaknesses in our internal control over financial reporting, and any inability to timely remediate these material weaknesses or otherwise establish and maintain an effective system of internal control over financial reporting may harm investor confidence and cause a decline in the price of our Class A common stock.
We may not be able to attract, assimilate, develop or retain qualified personnel in the future and failure to do so could materially and adversely affect our business, financial condition and results of operations, including the execution of our growth business strategy. 36 Table of Contents We are dependent upon the availability of electricity at our current and future charging stations.
We may not be able to attract, assimilate, develop or retain qualified personnel in the future and failure to do so could materially and adversely affect our business, financial condition and results of operations, including the execution of our growth business strategy. 39 Table of Contents We are dependent upon the availability of electricity at our current and future charging stations.
The DOE Loan contains various affirmative and negative covenants that limit the ability of the Borrower and sometimes its affiliates to engage in specified types of transactions.
The DOE Loan contains various affirmative and negative covenants that limit the ability of Swift Borrower and sometimes its affiliates to engage in specified types of transactions.
If we do not meet our obligations under this agreement, we may not be entitled to payments from GM and may be required to pay liquidated damages, which may be significant ” and Part I, Item IA, “Risk Factors — Risks Related to Our Business — We are required to install a substantial number of charger stalls pursuant to the Pilot Infrastructure Agreement.
If we do not meet our obligations under this agreement, we may not be entitled to payments from GM and may be required to pay liquidated damages ” and Part I, Item IA, “Risk Factors — Risks Related to Our Business — We are required to install a substantial number of charger stalls pursuant to the Pilot Infrastructure Agreement.
Our potential profitability is particularly dependent upon the continued adoption of EVs by consumers, fleet operators and other electric transportation modalities, continued support from regulatory programs and, in each case, the use of our chargers, any of which may not occur at the levels we currently anticipate or at all.
Any future profitability is particularly dependent upon the continued adoption of EVs by consumers, fleet operators and other electric transportation modalities, continued support from regulatory programs and, in each case, the use of our chargers, any of which may not occur at the levels we currently anticipate or at all.
Payments under the Tax Receivable Agreement are generally due on the due date of the Tax Return that reports such cash tax savings. 53 Table of Contents In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, the Company Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement.
Payments under the Tax Receivable Agreement are generally due on the due date of the Tax Return that reports such cash tax savings. 59 Table of Contents In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, the Company Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement .
Failure to satisfy the conditions required to fully draw down on our DOE Loan would materially and adversely affect our business, financial condition and results of operations. 25 Table of Contents ● Our failure to comply with the covenants or other terms of the DOE Loan, including as a result of events beyond our control, could result in a default under the DOE Loan that could materially and adversely affect the ongoing viability of our business. ● The DOE Loan is secured by a substantial portion of our consolidated assets, resulting in the lack of substantial remaining assets available for incurring additional secured indebtedness. ● The restrictions imposed on the Borrower under the DOE Loan limit our flexibility in operating the business of the Borrower and could limit our flexibility in operating our business. ● We depend upon cash distributions from our subsidiaries, including the Borrower, to fund our operations, and restrictions on the Borrower’s ability to distribute cash to us under the DOE Loan could adversely affect our business plans.
Failure to satisfy the conditions required to fully draw down on our DOE Loan would materially and adversely affect our business, financial condition and results of operations. ● Our failure to comply with the covenants or other terms of the DOE Loan, including as a result of events beyond our control, could result in a default under the DOE Loan that could materially and adversely affect the ongoing viability of our business. ● The DOE Loan is secured by a substantial portion of our consolidated assets, resulting in the lack of substantial remaining assets available for incurring additional secured indebtedness. ● The restrictions imposed on Swift Borrower under the DOE Loan limit our flexibility in operating the business of Swift Borrower and could limit our flexibility in operating our business. ● We depend upon cash distributions from our subsidiaries, including Swift Borrower, to fund our operations, and restrictions on Swift Borrower’s ability to distribute cash to us under the DOE Loan could adversely affect our business plans.
These tax attributes would not be available to us in the absence of redemption. As of December 31, 2024, we do not expect any cash tax benefit from the tax attributes produced by the redemption and therefore no amounts have been accrued as the liability is not deemed probable.
These tax attributes would not be available to us in the absence of redemption. As of December 31, 2025, we do not expect any cash tax benefit from the tax attributes produced by the redemption and therefore no amounts have been accrued as the liability is not deemed probable.
As of December 31, 2024, there were 18,097,105 Warrants outstanding, consisting of 14,948,536 Public Warrants originally sold as part of the units issued in our Initial Public Offering and 3,148,569 Private Placement Warrants originally sold to the Sponsor in a private sale prior to the Initial Public Offering.
As of December 31, 2025, there were 18,097,105 Warrants outstanding, consisting of 14,948,536 Public Warrants originally sold as part of the units issued in our Initial Public Offering and 3,148,569 Private Placement Warrants originally sold to the Sponsor in a private sale prior to the Initial Public Offering.
Laws and regulations relating to the collection, use, disclosure, security and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction. The costs of compliance with and other burdens imposed by laws, regulations, standards and other obligations relating to privacy, data protection 55 Table of Contents and information security are significant.
Laws and regulations relating to the collection, use, disclosure, security and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction. The costs of compliance with and other burdens imposed by laws, regulations, standards and other obligations relating to privacy, 52 Table of Contents data protection and information security are significant.
The installation and construction of charging stations at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances relating to building codes, safety, environmental protection and related matters and typically requires local utility cooperation in design and interconnection request approval and commissioning, as well as various local and other governmental approvals and permits that vary by jurisdiction.
The installation and construction of charging stations at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances relating to building codes , safety, environmental protection and 36 Table of Contents related matters and typically requires local utility cooperation in design and interconnection request approval and commissioning, as well as various local and other governmental approvals and permits that vary by jurisdiction.
Efforts to prevent cyberattacks and similar disruptions are expensive to implement and, as the regulatory framework for data privacy and security worldwide continues to evolve and develop, we may incur additional significant costs to comply with new or existing laws, regulations and other obligations, and we may not be able to cause the implementation or enforcement of such preventions or compliance with such laws and regulations with respect to our third-party vendors.
Efforts to prevent cyberattacks and similar disruptions are expensive to implement and, as the regulatory framework for data privacy and security worldwide continues to evolve and develop, we may incur additional significant costs to comply with new or existing laws, regulations and other obligations, and we may not be able to cause the implementation or enforcement of such preventions or compliance with such laws and regulations 42 Table of Contents with respect to our third-party vendors.
The current sociopolitical landscape has led to rapid and unpredictable shifts in public sentiment, which has resulted in dynamics that increase the risk of reputational damage, boycotts and shifts in consumer behavior, and we may not be able to align our practices with such evolving expectations within the timeframes expected by stakeholders or without incurring significant costs to our business and reputation.
The current sociopolitical landscape has led to rapid and unpredictable shifts 63 Table of Contents in public sentiment, which has resulted in dynamics that increase the risk of reputational damage, boycotts and shifts in consumer behavior, and we may not be able to align our practices with such evolving expectations within the timeframes expected by stakeholders or without incurring significant costs to our business and reputation.
See Part I, Item IA, “Risk Factors — Risks Related to Our 30 Table of Contents Business — Disruptions in our supply chain could materially and adversely affect our business, financial condition and results of operations.” Thus, our business, financial condition and results of operations could be materially and adversely affected if one or more of our current or future vendors is impacted by any interruption at a particular location or is acquired or impacted by liquidity issues.
See Part I, Item IA, “Risk Factors — Risks Related to Our Business — Disruptions in our supply chain could materially and adversely affect our business, financial condition and results of operations.” Thus, our business, financial condition and results of operations could be materially and adversely affected if one or more of our current or future vendors is impacted by any interruption at a particular location or is acquired or impacted by liquidity issues .
See Part I, Item 1 “ Business – Market Overview .” In addition to NEVI Program funding, a number of states also offer various rebates, grants and tax credits to incentivize both EV and EVSE purchases.
See Part I, I tem 1 “ Business – Market Overview .” In addition to NEVI Program funding, a number of states also offer various rebates, grants and tax credits to incentivize both EV and EVSE purchases.
We are required to install a substantial number of chargers pursuant to the GM Agreement. If we do not meet our obligations under this agreement, we may not be entitled to payments from GM and may be required to pay liquidated damages, which may be significant.
We are required to install a substantial number of chargers pursuant to the GM Agreement. If we do not meet our obligations under this agreement, we may not be entitled to payments from GM and may be required to pay liquidated damages.
Under the terms of the GM Agreement, we and GM can agree to adjust quarterly charger stall installation milestones from time to time, provided the quarterly targets for an applicable calendar year must equal the annual target for such year.
Under the terms of the GM Agreement, we and GM can agree to adjust quarterly charger stall installation milestones from time to time, provided that the quarterly targets for an applicable calendar year must equal the total annual target under the GM Agreement for such year.
We may need to raise additional funds, and these funds may not be available when needed or may only be available on unfavorable terms, which could impact our ability to fund our operations, our growth and the build-out of our network.
We may need to raise additional funds, and they may not be available when needed or may only be available on unfavorable terms, which could impact our ability to fund our operations, our growth and the build-out of our network.
In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm. 46 Table of Contents The EV charging market is characterized by rapid technological change, which requires us to continue to develop new products, enhance their reliability and develop product innovations.
In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm. The EV charging market is characterized by rapid technological change, which requires us to continue to develop new products, enhance their reliability and develop product innovations.
While we believe such attacks have been unsuccessful against us to-date, computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruptions and delays in our services and operations and loss, access, 38 Table of Contents disclosure, alteration, destruction, misuse or theft of data, including confidential, proprietary or personal information.
While we believe such attacks have been unsuccessful against us to-date, computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruptions and delays in our services and operations and loss, access, disclosure, alteration, destruction, misuse or theft of data, including confidential, proprietary or personal information.
We may also be limited in negotiating future commercial agreements by the provisions of our existing contracts such as “most-favored nations” clauses. For example, our contracts with GM prohibit us from entering into agreements for similar programs on terms more favorable than the terms afforded to GM for a limited period of time.
We may also be limited in negotiating future commercial agreements by the provisions of our existing contracts such as “most-favored nations” clauses. For example, our contracts with GM prohibit us from 34 Table of Contents entering into agreements for similar programs on terms more favorable than the terms afforded to GM for a limited period of time.
As the demand for public fast charging increases and qualification requirements for contractors become more stringent, we may encounter shortages in the number of qualified contractors available to complete all of our desired installations. If we fail to pay our contractors timely, they may file liens against our Site Hosts’ properties, which we are required to remove.
As the demand for public fast charging increases and qualification requirements for contractors become more stringent, we may encounter shortages in the number of qualified contractors available to complete all of our desired installations. If we fail to pay our contractors timely, they may file liens against our Site Host s’ properties, which we are required to remove.
If we are unable to satisfy the conditions required to borrow under the DOE Loan and the DOE does not grant a waiver, and as a result we are not able to draw on the DOE Loan to fund the contemplated DC Stalls, we may have to delay completion of the overall Project, which could materially and adversely affect our business, financial condition and results of operations.
If we are unable to satisfy the conditions required to borrow under the DOE Loan and the DOE does not grant a waiver, and as a result we are not able to draw on the DOE Loan to fund the contemplated DC stalls, we may have to delay completion of the new DC stalls, which could materially and adversely affect our business, financial condition and results of operations.
If these limitations were to materially impede the flow of cash to us, such restriction could materially and adversely affect our business, financial condition and results of operations. Risks Related to the EV Market Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for our products and services.
If these limitations were to materially impede the flow of cash to us, such restriction could materially and adversely affect our business, financial condition and results of operations. 45 Table of Contents Risks Related to the EV Market Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for our products and services.
If we fail to offer high-quality support to Site Hosts or drivers or fail to maintain high charger availability and strong user experience, our business and reputation will suffer. Once our charging stations are installed, Site Hosts and drivers rely on us to provide maintenance services to resolve any issues that might arise in the future.
If we fail to offer high-quality support to Site Host s or drivers or fail to maintain high charger availability and strong user experience, our business and reputation will suffer. Once our charging stations are installed, Site Host s and drivers rely on us to provide maintenance services to resolve any issues that might arise in the future.
Under the Pilot Infrastructure Agreement, we are required to install approximately 500 chargers at 300 charger sites during the first two-year period and will be required to install approximately 500 chargers at approximately 200 to 250 additional charger sites during the second two-year period.
Under the Pilot Infrastructure Agreement, we were required to install approximately 500 chargers at 300 charger sites during the first two-year period and will be required to install approximately 500 chargers at approximately 200 to 250 additional charger sites during the second two-year period.
Our inability to generate revenue from the sale of regulatory credits could have a materially adverse effect on our future financial results. 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.
Our inability to generate revenue from the sale of regulatory credits could have a materially adverse effect on our future financial results. 46 Table of Contents 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.
For further discussion of our internal control over financial reporting and a description of the identified material weakness, see Part II, Item 9A, “ Controls and Procedures ” in this Annual Report.
For further discussion of our internal control over financial reporting and a description of the identified material weaknesses, see Part II, Item 9A, “ Controls and Procedures ” in this Annual Report.
Events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.
Events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may 56 Table of Contents in the future lead to market-wide liquidity problems.
In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to our tax reporting positions may take into consideration tax or other considerations of EVgo Holdings, including the effect of such positions on our obligations under the Tax Receivable Agreement, which may differ from our considerations or the considerations of other stockholders.
In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to our tax reporting positions may take into consideration tax or other considerations of EVgo Holdings , including the effect of such positions on our obligations under the Tax Receivable Agreement , which may differ from our considerations or the considerations of 57 Table of Contents other stockholders.
If we are unable to source replacement parts for our older generation charging equipment, some of our charging stations may become obsolete and we may be required to incur additional costs to replace them. The occurrence of any of the foregoing may materially and adversely affect our business, financial condition and results of operations.
If we are unable to source replacement parts for our older generation charging 33 Table of Contents equipment, some of our charging stations may become obsolete and we may be required to incur additional costs to replace them. The occurrence of any of the foregoing may materially and adversely affect our business, financial condition and results of operations.
As described in our consolidated financial statements included in this Annual Report, we are accounting for our issued and outstanding Warrants as a warrant liability and recording that liability at fair value upon issuance and recording any subsequent changes in fair value as of the end of each period for which earnings are reported.
As described in our consolidated financial statements included in this Annual Report , we are accounting for our issued and outstanding Warrants as a warrant liability and recording that liability at fair value upon issuance and 67 Table of Contents recording any subsequent changes in fair value as of the end of each period for which earnings are reported.
As the EV market grows, competition for premium sites may intensify, the power distribution grid may require upgrading, and electrical interconnection with local utilities may become more competitive, all of which may lead to delays in construction and/or commissioning or prevent us from completing construction.
As the EV market grows, competition for premium sites may intensify, the power distribution grid may require upgrading, and electrical interconnection with local utilities may become more competitive, all of which may 37 Table of Contents lead to delays in construction and/or commissioning or prevent us from completing construction.
An event of default under the DOE Loan that is not waived by the DOE would materially and adversely affect our business, financial condition and results of operations. The DOE Loan is secured by a substantial portion of our consolidated assets, resulting in the lack of substantial remaining assets available for incurring additional secured indebtedness.
An event of default under the DOE Loan that is not waived by the DOE would materially and adversely affect our business, financial condition and results of operations. 44 Table of Contents The DOE Loan is secured by a substantial portion of our consolidated assets, resulting in the lack of substantial remaining assets available for incurring additional secured indebtedness.
Any change to the cost of buying and selling goods internationally, or even the public perception that such changes are imminent or could occur in the future, may reduce consumer confidence and could materially harm our 50 Table of Contents consumers and our business, financial condition and results of operations.
Any change to the cost of buying and selling goods internationally, or even the public perception that such changes are imminent or could occur in the future, may reduce consumer confidence and could materially harm our consumers and our business, financial condition and results of operations.
The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into our own business and operations would require attention from management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations.
The process of identifying and consummating 43 Table of Contents acquisitions and the subsequent integration of new assets and businesses into our own business and operations would require attention from management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations.
Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore materially and adversely affect our business, financial condition and results of operations. We have recently experienced rapid growth.
Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore materially and adversely affect our business, financial condition and results of operations. 30 Table of Contents We have recently experienced rapid growth.
Any future indebtedness we incur would be effectively subordinated to the DOE Loan to the extent of the collateral securing the DOE Loan and would be structurally subordinated to the existing and future indebtedness of our subsidiaries, including the DOE Loan.
Any future indebtedness we incur would be effectively subordinated to the DOE Loan and the Credit Agreement to the extent of the collateral securing the DOE Loan and the Credit Agreement, and would be structurally subordinated to the existing and future indebtedness of our subsidiaries, including the DOE Loan and the Credit Agreement .
Rapid and high-quality customer and equipment support is important so drivers can receive reliable charging for their EVs. The importance of high-quality customer and equipment support will increase as we seek to expand our business and pursue new customers and geographies.
Rapid and high-quality customer and equipment support is important so drivers 41 Table of Contents can receive reliable charging for their EVs . The importance of high-quality customer and equipment support will increase as we seek to expand our business and pursue new customers and geographies.
Additionally, we may not be able to secure contracts with third parties to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations. Separately, we may also be subject to various supply chain requirements regarding, among other things, conflict minerals and labor practices.
Additionally, we may not be able to secure contracts with third parties to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations. 62 Table of Contents Separately, we may also be subject to various supply chain requirements regarding, among other things, conflict minerals and labor practices.
Given the nascent stage of the industry, a limited number of contractual commercial customers and OEM partners currently account for a substantial portion of our income. For the years ended December 31, 2024 and 2023, one customer represented 33.5% and 45.2% of total revenue, respectively. Our operating projections are currently contingent on our performance under our commercial contracts.
Given the nascent stage of the industry, a limited number of contractual commercial customers and OEM partners currently account for a substantial portion of our income. For the years ended December 31, 2025 and 2024, one customer represented 30.2% and 33.5% of total revenue, respectively. Our operating projections are currently contingent on our performance under our commercial contracts.
Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, EVs produced by third-party OEMs (including any components of such EVs) or adapters or other equipment obtained manufactured by other third parties, such third parties may not assume responsibility for such malfunctions.
Similarly, 50 Table of Contents to the extent that such malfunctions are related to components obtained from third-party vendors, EVs produced by third-party OEMs (including any components of such EVs) or adapters or other equipment obtained manufactured by other third parties, such third parties may not assume responsibility for such malfunctions.
See Part I, Item IA, “Risk Factors — Risks Related to the DOE Loan — The restrictions imposed on the Borrower under the DOE Loan limit our flexibility in operating the business of the Borrower and could limit our flexibility in operating our business.” If we cannot raise additional funds when needed, our business, financial condition, and results of operations could be materially and adversely affected.
See P art I, Item IA, “Risk Factors — Risks Related to the DOE Loan — The restrictions imposed on Swift Borrower under the DOE Loan limit our flexibility in operating the business of Swift Borrower and could limit our flexibility in operating our business.” If we cannot raise additional funds when needed, our business, financial condition, and results of operations could be materially and adversely affected.
Additionally, we and EVgo OpCo may be subject to tax on more than 100% of our income as a result of such income 49 Table of Contents being subject to tax in multiple state, local or non-U.S. jurisdictions.
Additionally, we and EVgo OpCo may be subject to tax on more than 100% of our income as a result of such income being subject to tax in multiple state, local or non- U.S. jurisdictions.
Because a substantial portion of our consolidated assets secure the DOE Loan, we may not have substantial remaining assets available to secure 40 Table of Contents other indebtedness. Accordingly, this may limit our ability to incur additional secured indebtedness in the future.
Because a substantial portion of our consolidated assets secure the DOE Loan, we may not have substantial remaining assets available to secure other indebtedness. Accordingly, this may limit our ability to incur additional secured indebtedness in the future.
Further developments in and improvements in the affordability of, alternative technologies, such as renewable diesel, biodiesel, ethanol, hydrogen fuel 41 Table of Contents cells or compressed natural gas, proliferation of hybrid powertrains involving such alternative fuels, or improvements in the fuel economy of ICE vehicles, whether as the result of regulation or otherwise, may materially and adversely affect demand for EVs and EV charging stations in some market verticals.
Further developments in, and improvements in the affordability of, alternative technologies, such as renewable diesel, biodiesel, ethanol, hydrogen fuel cells or compressed natural gas, proliferation of hybrid powertrains involving such alternative fuels, improvements in extended-range EVs, or improvements in the fuel economy of ICE vehicles, whether as the result of regulation or otherwise, may materially and adversely affect demand for EVs and EV charging stations in some market verticals.
Our charging stations that have been constructed before regulations are issued may not 56 Table of Contents comply with new regulations, which could subject us to penalties and enforcement actions. Additionally, we could be regulated as a retail electric service provider in the future.
Our charging stations that have been constructed before regulations are issued may not comply with new regulations, which could subject us to penalties and enforcement actions. Additionally, we could be regulated as a retail electric service provider in the future.
See Part I, Item IA, “Risk Factors — Risks Related to Our Business — Current and future administrations at the 42 Table of Contents federal and state level may create uncertainty for the EV sector, which may have a material and adverse effect on our business, financial condition and results of operations.” In particular, we have historically claimed 30C income tax credits.
See Part I, Item IA, “Risk Factors — Risks Related to Our Business — Current and future administrations at the federal and state level may create uncertainty for the EV sector, which may have a material and adverse effect on our business, financial condition and results of operations.” We have historically claimed 30C income tax credits.
These risks may affect our ability to manage our data and inventory, procure parts or supplies or manufacture, sell, deliver and service products, adequately 28 Table of Contents protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, tax laws and other applicable regulations.
These risks may affect our ability to manage our data and inventory, procure parts or supplies or manufacture, sell, deliver and service products, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, tax laws and other applicable regulations.
Cybersecurity organizations in many countries have published warnings of increased cybersecurity threats to U.S. businesses, and external events, like the conflict between Russia and Ukraine or conflicts in the Middle East, may increase the likelihood of cybersecurity attacks, particularly directed at energy, fueling or infrastructure service providers.
Cybersecurity organizations in many countries have published warnings of increased cybersecurity threats to U.S. businesses, and external events, like the conflict in Ukraine or tensions in the Middle East, may increase the likelihood of cybersecurity attacks, particularly directed at energy, fueling or infrastructure service providers .
If the market for EVs develops more slowly than expected, or if demand for EVs develops more slowly than expected or decreases, our growth would be reduced, and our business, prospects, financial conditions and results of operations would be harmed.
If the market 29 Table of Contents for EVs develops more slowly than expected, or if demand for EVs develops more slowly than expected or decreases, our growth would be reduced, and our business, prospects, financial conditions and results of operations would be harmed.
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.
Reductions 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.
If securities or industry analysts stop covering us or issue negative recommendations regarding our securities, our share price and trading volume may be negatively impacted . ​ ​ Item 1B. Unresolved Staff Comments . Not applicable. ​ ​
If securities or industry analysts stop covering us or issue negative recommendations regarding our securities, our share price and trading volume may be negatively impacted . ​ Item 1B. Unresolved Staff Comments . None.
Any defects or errors in product or service offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could materially and adversely affect our business, financial condition and results of operations: ​ ● expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects; ● loss of existing or potential customers or partners; ● interruptions or delays in sales; ● equipment replacements or reimbursements for damage; ● delayed or lost revenue; ● macroeconomic conditions, including inflation, interest rates, tariffs and volatility surrounding closure or takeover of financial institutions; ● delay or failure to attain market acceptance; ● delay in the development or release of new functionality or improvements; ● bodily injury or harm to customers or other individuals and damage to property; ● negative publicity and reputational harm; ● sales credits or refunds; ● exposure of confidential or proprietary information; ● diversion of development and customer service resources; ● breach of warranty claims; ● legal claims under applicable laws, rules and regulations; and ● the expense and risk of litigation.
Any defects or errors in product or service offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could materially and adversely affect our business, financial condition and results of operations: ● expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects; ● loss of existing or potential customers or partners; ● interruptions or delays in sales; ● equipment replacements or reimbursements for damage; ● delayed or lost revenue; ● delay or failure to attain market acceptance; ● delay in the development or release of new functionality or improvements; ● bodily injury or harm to customers or other individuals and damage to property; ● negative publicity and reputational harm; ● sales credits or refunds; ● exposure of confidential or proprietary information; ● diversion of development and customer service resources; ● breach of warranty claims; ● legal claims under applicable laws, rules and regulations; and ● the expense and risk of litigation.
Competitors may be able to respond more quickly and effectively than us to new or changing opportunities, technologies, standards or customer requirements and may be better equipped to initiate or withstand substantial price competition.
Competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements and may be better equipped to initiate or withstand substantial price competition.
However, incentives set by federal or state governments, as well as other government commitments and initiatives, may expire on a particular date, end when the allocated funding is exhausted, or may be reduced, modified or terminated as a matter of regulatory, executive or legislative policy.
However, federal and state incentives and other government commitments and initiatives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced, modified or terminated as a matter of regulatory, executive or legislative policy.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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We are cognizant of the ever-evolving landscape of cybersecurity threats and their potential to materially impact our operations. To date, we do not believe that we have experienced any cybersecurity incidents that have had a material adverse effect on our business strategy, operations or financial condition.
We are cognizant of the ever-evolving landscape of cybersecurity threats and their potential to materially impact our operations. To date, to our knowledge we do not believe that we have experienced any cybersecurity incidents that have had a material adverse effect on our business strategy, operations or financial condition.
Our Audit Committee meets quarterly to review cyber security compliance initiatives as they are escalated from our cybersecurity team through management and reviews the enterprise risk matrix prepared by management on an annual basis.
Our Audit Committee meets quarterly to review cyber security compliance initiatives as they are escalated from our cybersecurity team through management and reviews the enterprise risk matrix prepared by management on at least an annual basis.
These policies are crafted in accordance with certain components of the National Institute of 62 Table of Contents Standards and Technology Cybersecurity Framework, which provides a policy foundation for critical infrastructure security. These policies govern our cybersecurity program, including but not limited to access control, system development life cycle management, change management, and incident response. Monitoring Controls .
These policies are crafted in accordance with certain components of the National Institute of Standards and Technology Cybersecurity Framework, which provides a policy foundation for critical infrastructure security. These policies govern our cybersecurity program, including but not limited to access control, system development life cycle management, change management, and incident response. Monitoring Controls .
These systems are configured to detect a range of cyber threats, from malware infections to unauthorized access attempts. Cyber Incident Response and Reporting . Our Security Incident Response Policy is designed to enable prompt and effective action in the event of a cybersecurity incident to safeguard our information technology systems, customer data and overall business operations.
These systems are configured to detect a range of cyber threats, from malware infections to unauthorized access attempts. 68 Table of Contents Cyber Incident Response and Reporting . Our Security Incident Response Policy is designed to enable prompt and effective action in the event of a cybersecurity incident to safeguard our information technology systems, customer data and overall business operations.
Our internal cybersecurity team conducts regular assessments designed to assess, identify, and manage material risks from cybersecurity threats and vulnerabilities within our systems and processes. These assessments are part of our ongoing risk management strategy and inform strategic decisions regarding security investments and policy developments.
O u r internal cybersecurity team conducts regular assessments designed to assess, identify, and manage material risks from cybersecurity threats and vulnerabilities within our systems and processes. These assessments are part of our ongoing risk management strategy and inform strategic decisions regarding security investments and policy developments.
Our Information Security Manager has over 15 years of cybersecurity experience in information security and holds CISSP, CRISC, and Security+ certifications and has a MS in Information Assurance. Our Enterprise Risk Committee is briefed quarterly on cybersecurity threats and mitigation strategies by security. Updates include incident trends, compliance status, and responses to emerging threats.
Our Information Security Manager has over 15 years of cybersecurity 69 Table of Contents experience in information security and holds CISSP, CRISC, and Security+ certifications and has a MS in Information Assurance. Our senior leadership team is briefed quarterly on cybersecurity threats and mitigation strategies by security. Updates include incident trends, compliance status, and responses to emerging threats.
We also monitor evolving regulations and standards to review industry best practices and legal and regulatory obligations. Governance Board Oversight of Cybersecurity. Our Audit Committee , acting pursuant to authority delegated by our full Board of Directors, actively oversees our cybersecurity strategy and risks from cybersecurity threats, as well as our broader enterprise risk management framework.
Our Audit Committee , acting pursuant to authority delegated by our full Board of Directors, actively oversees our cybersecurity strategy and risks from cybersecurity threats, as well as our broader enterprise risk management framework.
The Security Incident Response Policy also includes procedures for the SIRT to coordinate the containment, eradication, mitigation, recovery and remediation related to security events and security incidents and the implementation of procedures and actions designed to prevent additional security events in the future. 63 Table of Contents We also conduct regular cybersecurity training for employees to ensure they are aware of potential cybersecurity threats and understand the role they play in maintaining our defenses.
The Security Incident Response Policy also includes procedures for the SIRT to coordinate the containment, eradication, mitigation, recovery and remediation related to security events and security incidents and the implementation of procedures and actions designed to prevent additional security events in the future.
Our Audit Committee’s active engagement with and oversight of our cybersecurity program helps foster a culture of security awareness throughout our company. ​
If the SIRT determines that a cybersecurity incident is likely material and therefore reportable on Form 8-K, a Form 8-K will be prepared and filed, in consultation with our Audit Committee. Our Audit Committee’s active engagement with and oversight of our cybersecurity program helps foster a culture of security awareness throughout our company.
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If the SIRT determines that a cybersecurity incident is likely material and therefore reportable on Form 8-K, a draft of the Form 8-K will be provided to our Audit Committee for review and comment prior to us filing the Form 8-K within the deadline specified by the SEC’s cybersecurity disclosure rules.
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We also conduct regular cybersecurity training for employees to ensure they are aware of potential cybersecurity threats and understand the role they play in maintaining our defenses. We also monitor evolving regulations and standards to review industry best practices and legal and regulatory obligations. Governance Board Oversight of Cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties . Our corporate headquarters is located at 11835 West Olympic Boulevard, Suite 900E, Los Angeles, California, 90064. We also lease facilities and land throughout the U.S. for additional offices, a testing facility, and a warehouse. We believe our existing facilities and equipment are in good operating condition and are suitable for the conduct of our business.
Item 2. Properties . Our corporate headquarters is located at 1661 East Franklin Avenue, El Segundo, California 90245. We also lease facilities and land throughout the U.S. for additional offices, a testing facility, and a warehouse. We believe our existing facilities and equipment are in good operating condition and are suitable for the conduct of our business.
The expenses related to these agreements are recorded in cost of sales for sites that are operational. Expenses for sites that are not operational are charged to general and administrative expenses. We have determined that we operate in one operating and reportable segment and, as such, the leases and agreements with the Site Hosts are attributable to that segment.
The expenses related to these agreements are generally recorded in cost of sales for sites that are operational. Expenses for sites that are not operational are generally charged to general and administrative expenses.
We believe all the properties that we currently occupy are suitable for their intended uses. We believe that our current facilities are sufficient to conduct our operations. However, we continue to evaluate the potential purchase or lease of additional properties. ​ ​ 64 Table of Contents
We have determined that we operate in one operating and reportable segment and, as such, the leases and agreements with the Site Hosts are attributable to that segment. We believe all the properties that we currently occupy are suitable for their intended uses. We believe that our current facilities are sufficient to conduct our operations.
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However, we continue to evaluate the potential purchase or lease of additional properties. ​

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. Legal Proceedings . From time to time, we may be a party to legal proceedings or subject to claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings. ​ ​ Item 4. Mine Safety Disclosures . Not applicable. ​ 65 Table of Contents ​ PART II
Item 3. Legal Proceedings . From time to time, we may be a party to legal proceedings or subject to claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings. ​ Item 4. Mine Safety Disclosures . Not applicable. ​ 70 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Item 4. Mine Safety Disclosures ​ 65 ​ ​ ​ PART II ​ ​ ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ 66 Item 6. [Reserved] ​ 66 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 67 Item 7A.
Item 4. Mine Safety Disclosures ​ 70 ​ ​ ​ PART II ​ ​ ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ 71 Item 6. [Reserved] ​ 71 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 72 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk ​ 86 Item 8. Consolidated Financial Statements and Supplementary Data ​ 87
Quantitative and Qualitative Disclosures About Market Risk ​ 88 Item 8. Consolidated Financial Statements and Supplementary Data ​ 89

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Market Information Our Class A common stock trades on the Nasdaq under the symbol “EVGO.” Prior to July 1, 2021 and before the completion of the business combination with CRIS, the Class A common stock of CRIS traded on the NYSE under the ticker symbol “CLII.” Our Public Warrants trade on the Nasdaq under the symbol “EVGOW.” Prior to July 1, 2021 and before the completion of the business combination with CRIS, the Public Warrants of CRIS traded on the NYSE under the ticker symbol “CLII WS.” Holders of Record As of February 21, 2025, there were 32 holders of record of our Class A common stock and 6 holders of record of our Warrants.
Market Information Our Class A common stock trades on the Nasdaq under the symbol “EVGO.” Prior to July 1, 2021 and before the completion of the business combination with CRIS, the Class A common stock of CRIS traded on the NYSE under the ticker symbol “CLII.” Our Public Warrants trade on the Nasdaq under the symbol “EVGOW.” Prior to July 1, 2021 and before the completion of the business combination with CRIS, the Public Warrants of CRIS traded on the NYSE under the ticker symbol “CLII WS.” Holders of Record As of February 20, 2026, there were 32 holders of record of our Class A common stock and 6 holders of record of our Warrants.
Recent Sales of Unregistered Securities Other than as previously reported on our Current Report on Form 8-K filed with the SEC on December 18, 2024, there were no unregistered sales of equity securities by us during the fiscal year ended December 31, 2024. Issuer Purchases of Equity Securities None.
Recent Sales of Unregistered Securities There were no unregistered sales of equity securities by us during the fiscal year ended D ecember 31, 2025 . Issuer Purchases of Equity Securities None. Performance Graph The performance graph has been omitted as permitted under rules applicable to SRCs. ​
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Performance Graph The performance graph has been omitted as permitted under rules applicable to smaller reporting companies. ​ ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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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.
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, Swift Borrower may voluntarily prepay any or all of the principal outstanding under the DOE Loan.
We, through our subsidiary, EVgo Services, will provide charge point operator services to the 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.
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 provides that the 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.
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.
If the market for EVs does not develop as expected or if there is any slowdown or delay in overall adoption of EVs, our business, financial condition and results of operations results may be materially and adversely affected.
If the market for EVs does not develop as expected or if there is any unexpected slowdown or delay in overall adoption of EVs, our business, financial condition and results of operations results may be materially and adversely affected.
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.
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.
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.
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.
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.
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.
The Guarantee Agreement contains customary representations and warranties as well as affirmative and negative covenants (including restrictions on Borrower making distributions to affiliates).
The Guarantee Agreement contains customary representations and warranties as well as affirmative and negative covenants (including restrictions on Swift Borrower making distributions to affiliates).
Under the terms of the Purchase Order, we are required to make full payment on such chargers within 60 days of receipt. Our obligations under the Purchase Order are take-or-pay obligations; however, our liability is capped at a maximum of the greater of $30.0 million or 50% of the value of any outstanding firm orders.
Under the terms of the Purchase Order, we are required to make full payment on such chargers within 45 days of receipt. Our obligations under the Purchase Order are take-or-pay obligations; however, our liability is capped at a maximum of the greater of $30.0 million or 50% of the value of any outstanding firm orders.
We contract directly with OEMs to provide charging services to drivers who have purchased or leased such OEMs’ EVs and who access our public charger network. Other related services currently 67 Table of Contents provided to OEMs by us include co-marketing, data services and digital application services.
We contract directly with OEMs to provide charging services to drivers who have purchased or leased such OEMs’ EVs and who access our public charger network. Other related services currently provided to OEMs 72 Table of Contents by us include co-marketing, data services and digital application services.
On July 12, 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.
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.
The discussion should be read in conjunction with our consolidated financial statements and the related notes thereto as of and for the years ended December 31, 2024 and 2023, included elsewhere in this Annual Report.
The discussion should be read in conjunction with our consolidated financial statements and the related notes thereto as of and for the years ended December 31, 2025 and 2024, included elsewhere in this Annual Report.
There were no unrecognized tax benefits for uncertain tax positions, nor any significant amounts accrued for interest and penalties as of December 31, 2024 and 2023. Net Earnings (Loss) Attributable to Redeemable Noncontrolling Interest.
There were no unrecognized tax benefits for uncertain tax positions, nor any significant amounts accrued for interest and penalties as of December 31, 2025 and 2024. Net Earnings (Loss) Attributable to Redeemable Noncontrolling Interest.
Existing customers with EVgo accounts are able to access eXtend chargers through our mobile app, among other options. For some EVgo eXtend customers, we also provide grant application support and related services. ● Ancillary Revenue : In addition to offering access to our public network, we offer dedicated charging solutions to autonomous vehicle and other fleets.
Existing customers with EVgo accounts are able to access eXtend chargers through our mobile app, among other options. We also provide grant application support and related services to our eXtend customers. ● Ancillary Revenue: In addition to offering access to the EVgo Public Network, we offer dedicated charging solutions to autonomous vehicle and other fleets.
Net earnings (loss) attributable to redeemable noncontrolling interest represent the share of net earnings or loss that is attributable to the holder of our Class B common stock, which is EVgo Holdings. Key Performance Indicators Our management uses several performance metrics to manage the business and evaluate financial and operating performance: Network Throughput on the EVgo Public Network.
Net earnings (loss) attributable to redeemable noncontrolling interest represent the share of net earnings or loss that is attributable to the holder of our Class B common stock, which is EVgo Holdings. 74 Table of Contents Key Performance Indicators Our management uses several performance metrics to manage the business and evaluate financial and operating performance: Network Throughput on the EVgo Public Network.
In these arrangements, we contract with and bill either the fleet owner directly or an individual fleet driver utilizing our chargers. ● Charging Revenue, OEM: We are a pioneer in OEM charging programs with revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and the provision of charging services for EV drivers.
In these arrangements, we contract with and bill either the fleet owner directly or an individual fleet driver utilizing our chargers. ● Charging Revenue, OEM: We offer OEM charging programs with revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and the provision of charging services for EV drivers.
Network throughput represents the total amount of GWh consumed on the EVgo Public Network. We typically monitor GWh sales by three components: business line, customer 69 Table of Contents and customer type. We believe monitoring of component trends and contributions is the appropriate way to monitor and measure business-related health. Number of DC Stalls on the EVgo Public Network.
Network throughput represents the total amount of GWh consumed on the EVgo Public Network. We typically monitor GWh sales by three components: business line, customer and customer type. We believe monitoring of component trends and contributions is the appropriate way to monitor and measure business-related health. Number of DC Stalls on the EVgo Public Network.
These credits are exposed to various market and supply and demand dynamics which can drive price volatility and which are difficult to predict. Price fluctuations in credits may have a material effect on future results of operations. The availability of such credits depends on continued governmental support for these programs.
These 77 Table of Contents credits are exposed to various market and supply and demand dynamics which can drive price volatility and which are difficult to predict. Price fluctuations in credits may have a material effect on future results of operations. The availability of such credits depends on continued governmental support for these programs.
Our primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers and capital expenditures (including property and equipment). 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. DOE Loan.
Our primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers and capital expenditures (including property and equipment). 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 . 82 Table of Contents DOE Loan.
Tax Receivable Agreement. The term of the Tax Receivable Agreement commenced upon the completion of the CRIS Business Combination and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired and all required payments are made, unless the Tax Receivable Agreement is terminated early (including upon a change of control).
The term of the Tax Receivable Agreement commenced upon the completion of the CRIS Business Combination and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired and all required payments are made, unless the Tax Receivable Agreement is terminated early 84 Table of Contents (including upon a change of control).
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.
Further, the impact 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 these initiatives if material changes are made to these laws or the regulations, which could negatively affect the EV market and adversely impact our business operations and expansion potential .
Our provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to our ownership in EVgo OpCo. For the year ended December 31, 2024, our provision for income taxes included a $2.4 million net income tax benefit resulting from the transfer of EVgo OpCo’s 2023 30C income tax credits.
Our provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to our ownership in EVgo OpCo. For the year ended December 31, 2025, our provision for income taxes included a $5.2 million net income tax benefit resulting from the transfer of EVgo OpCo’s 2024 30C income tax credits.
Any reduction in grant programs, 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.
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.
Charging network cost of sales consists primarily of energy usage fees, site operating and maintenance expenses, network charges, warranty and repair services, and site lease and related expenses associated with the EVgo Public Network. 68 Table of Contents Other.
Charging network cost of sales consists primarily of energy usage fees, site operating and maintenance expenses, network charges, warranty and repair services, and site lease and related expenses associated with the EVgo Public Network. Other.
Overview We are one of the nation’s leading public EV fast charging providers. With more than 1,100 fast charging stations across over 40 states, we strategically deploy localized and accessible charging infrastructure by partnering with leading businesses across the U.S., including retailers, grocery stores, restaurants, shopping centers, gas stations, rideshare operators and autonomous vehicle companies.
Overview We are one of the nation’s leading public EV fast charging providers. With more than 1,200 fast charging stations across 47 states, we strategically deploy localized and accessible charging infrastructure by partnering with leading businesses across the U.S., including retailers, grocery stores, restaurants, shopping centers, gas stations, rideshare operators and autonomous vehicle companies.
Depreciation, Amortization and Accretion. Depreciation, amortization and accretion consists of depreciation related to our property, equipment and software not associated with charging equipment and, therefore, not included in the depreciation, net of capital-build amortization expenses recorded in cost of sales. This also includes amortization of our intangible assets and accretion related to our asset retirement obligations.
Depreciation, amortization and accretion consists of depreciation related to our property, equipment and software not associated with charging equipment and, therefore, not included in the depreciation, net of capital-build amortization expenses recorded in cost of sales. This also includes amortization of intangible assets and accretion related to our asset retirement obligations. Operating Profit (Loss) and Operating Margin.
Other cost of sales is primarily related to costs associated with the eXtend and dedicated charging businesses, the sale of data services, and other ancillary services. Depreciation, Net of Capital-Build Amortization.
Other cost of sales is primarily related to costs associated with the eXtend and dedicated charging businesses, the sale of data services, and other ancillary services. 73 Table of Contents Depreciation, Net of Capital-Build Amortization.
We do not disclose the transaction price allocated to remaining performance obligations for (i) contracts for which we recognize revenue at the amount to which it has the right to invoice and (ii) contracts with variable consideration allocated entirely to a single performance obligation.
We do not disclose the transaction price allocated to remaining performance obligations for (i) contracts 87 Table of Contents for which we recognize revenue at the amount to which it has the right to invoice and (ii) contracts with variable consideration allocated entirely to a single performance obligation.
In addition, macroeconomic factors could impact demand for EVs, particularly since the sales price of EVs can be more expensive than traditional gasoline-powered vehicles.
In addition, macroeconomic factors could impact demand for EVs, particularly since the sales price of EVs for certain body types can be more expensive than traditional gasoline-powered vehicles.
Additionally, federal, state and local government support and regulations directed at fleets (or lack thereof) may accelerate or delay fleet electrification and increase or reduce our business opportunity. 70 Table of Contents Competition The EV charging industry is increasingly competitive.
Additionally, federal, state and local government support and regulations directed at fleets (or lack thereof) may accelerate or delay fleet electrification and increase or reduce our business opportunity. Competition The EV charging industry is increasingly competitive.
The DOE Loan matures on January 7, 2042. Beginning on March 15, 2030, the Borrower will be required to make quarterly payments of principal and interest to the FFB. Interest rates are fixed at the applicable long-dated U.S.
The DOE Loan matures on January 7, 2042. Beginning on March 15, 2030, Swift Borrower will be required to make quarterly payments to the FFB. Interest rates are fixed at the applicable long-dated U.S.
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.
During the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors, such as the conflict in Ukraine and tensions in 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.
The accounting policies described below are those we consider to be the most critical to an understanding of our financial condition and results of operations and that require the most complex and subjective management judgment. We consider our critical accounting estimates to be those related to our revenue recognition, business combinations and warrant liability, which are described below.
The accounting policies described below are those we consider to be the most critical to an understanding of our financial condition and results of operations and that require the most complex and subjective management judgment. We consider our critical accounting estimates to be those related to our revenue recognition, which is described below.
To date, our primary sources of liquidity have been cash flows from the CRIS Business Combination, revenues from its 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, and loans and equity contributions from its previous owners.
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 in come 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.
Geopolitical and Macroeconomic Environment The current administration may initiate a series of new policies including but not limited to global trade, tax law and environmental policy which may impact our business.
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 initiatives, tax law and environmental policies, which may impact our business.
If an event of default occurs, the DOE has certain rights and may, among other options and in 81 Table of Contents its discretion, assess fees and penalties, enforce the collateral, and declare all amounts under the DOE Loan payable immediately in full. Delta Charger Supply Agreement.
If an event of default occurs, the DOE has certain rights and may, among other options and in its discretion, assess fees and penalties, enforce the collateral, and declare all amounts under the DOE Loan payable immediately in full.
We generally expect to fund these obligations through our existing cash, cash equivalents and restricted cash, draws under the DOE Loan, and future financing or cash flows from operations.
We generally expect to fund these obligations through our existing cash, cash equivalents and restricted cash, draws under our debt agreements, and future financing or cash flows from operations.
Sales of Regulatory Credits 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. We currently sell these credits at market prices.
Sales of Regulatory Credits 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 is based on market prices.
Cash used in operating activities for the year ended December 31, 2024 was $7.3 million compared to cash used in operating activities of $37.1 million during the year ended December 31, 2023.
Cash used in operating activities for the year ended December 31, 2025 was $7.7 million compared to $7.3 million during the year ended December 31, 2024.
Charging revenue, OEM, for the year ended December 31, 2024 increased $10.4 million, or 200%, to $15.6 million compared to $5.2 million for the year ended December 31, 2023. The increase was primarily due to higher charging volumes and customer enrollments from the Company’s OEM partners. Regulatory Credit Sales.
Charging revenue, OEM, for the year ended December 31, 2025 increased $10.6 million, or 68%, to $26.1 million compared to $15.6 million for the year ended December 31, 2024. The increase was primarily due to higher charging volumes and customer enrollments from the Company’s OEM partners. Regulatory Credit Sales.
The change in the fair values of the Warrant and earnout liabilities reflects the mark-to-market adjustments associated with Warrants to purchase shares of our common stock and earnout liabilities for each reporting period. Income Taxes.
Interest income consists primarily of interest earned on cash, cash equivalents and restricted cash . Change in Fair Values of Warrant and Earnout Liabilities. The change in the fair values of the Warrant and earnout liabilities reflects the mark-to-market adjustments associated with Warrants to purchase shares of our common stock and earnout liabilities for each reporting period. Income Taxes.
We believe our cash, cash equivalents and restricted cash on hand as of December 31, 2024 is 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 Annual Report.
Our net cash inflow for the year ended December 31, 2025 was $90.2 million. We believe our cash, cash equivalents and restricted cash on hand as of December 31, 2025 is 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 Annual Report.
We also offer network services to OEM customers, including branding, memberships and marketing. 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. Cost of Sales. Cost of sales consists of the following components: Charging Network .
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 . Cost of Sales. Cost of sales consists of the following components: Charging Network .
Operating margin for the year ended December 31, 2023 was negative 51.2% compared to negative 95.3% for the year ended December 31, 2023 primarily due to improved leveraging of operating expenses and improved gross margins.
Operating margin for the year ended December 31, 2025 was negative 28.8% compared to negative 51.2% for the year ended December 31, 2024 primarily due to improved gross margins and improved leveraging of operating expenses.
Regulatory credit sales for the year ended December 31, 2024 increased $2.3 million, or 35%, to $9.0 million compared to $6.7 million for the year ended December 31, 2023. The increase was primarily due to increased throughput resulting in additional credit generation, partially offset by a decrease in market prices. Network Revenue, OEM.
Regulatory credit sales for the year ended December 31, 2025 increased $1.2 million, or 13%, to $10.2 million compared to $9.0 million for the year ended December 31, 2024. The increase was due to growing throughput, primarily in California, resulting in additional credit generation and sales, partially offset by a decrease in market prices. Network Revenue, OEM.
These governmental rebates, tax credits and other financial incentives lower the effective price of EVs and EV charging stations. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced or terminated as a matter of regulatory or legislative policy.
These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV charging stations. 76 Table of Contents However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced or terminated as a matter of regulatory or legislative policy, which if pursued, could impact the availability or value of these grants and/or tax provisions.
Cash provided by financing activities for the year ended December 31, 2024 was $13.1 million compared to $143.0 million for the year ended December 31, 2023.
Cash provided by financing activities for the year ended December 31, 2025 was $214.6 million compared to $13.1 million for the year ended December 31, 2024.
Assumptions used in the Monte Carlo model are subjective and require significant judgment. Recent Accounting Pronouncements For a discussion of our new or recently adopted accounting pronouncements, see Part II, Item 8, “Consolidated Financial Statements and Supplementary Data — Note 2 — Summary of Significant Accounting Policies ” as of and for the years ended December 31, 2024 and 2023.
Recent Accounting Pronouncements For a discussion of our new or recently adopted accounting pronouncements, see Part II, Item 8, “Consolidated Financial Statements and Supplementary Data — Note 2 — Summary of Significant Accounting Policies ” as of and for the years ended December 31, 2025 and 2024.
The decrease was primarily due to $1.4 million in decreased amortization related to intangible assets and a $0.5 million decrease in accretion, partially offset by a $1.5 million increase in amortization of software.
The decrease was primarily due to $3.9 million in decreased amortization related to intangible assets and $1.9 million in decreased amortization related to software, which were partially offset by a $0.7 million increase in accretion.
Fleet owners are generally more sensitive to the total cost of ownership of a vehicle than private-vehicle owners. As such, electrification of vehicle fleets may occur more slowly or more rapidly than management forecasts based on the cost to purchase, operate and maintain EVs and the general availability of such vehicles relative to those of internal combustion engine vehicles.
As such, electrification of vehicle 75 Table of Contents fleets may occur more slowly or more rapidly than management forecasts based on the cost to purchase, operate and maintain EVs and the general availability of such vehicles relative to those of internal combustion engine vehicles.
Revenue Recognition We recognize revenue in accordance with ASC 606. 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 standalone selling prices (“SSP”).
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.
We expect our general and administrative expenses to increase in absolute dollars as we continue to grow our business. We also expect to continue to incur additional expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and the DOE Loan, general insurance and directors’ and officers’ insurance, investor relations and other professional services.
We also expect to continue to incur additional expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and the DOE Loan , general insurance and directors’ and officers’ insurance, investor relations and other professional services. Depreciation, Amortization and Accretion.
Working Capital . Our working capital as of December 31, 2024 was $94.0 million, compared to $178.1 million as of December 31, 2023.
Our working capital as of December 31, 2025 was $161.2 million, compared to $94.0 million as of December 31, 2024.
Depreciation, net of capital-build amortization, for the year ended December 31, 2024 increased $14.1 million, or 44%, to $46.0 million compared to $31.9 million for the year ended December 31, 2023 due to the growth of our charging network.
Depreciation, net of capital-build amortization, for the year ended December 31, 2025 increased $13.5 million, or 29%, to $59.4 million compared to $46.0 million for the year ended December 31, 2024 due to the growth of our charging network.
Other cost of sales for the year ended December 31, 2024 increased $19.9 million, or 31%, to $84.4 million compared to $64.5 million for the year ended December 31, 2023.
Other cost of sales for the year ended December 31, 2025 increased $26.9 million, or 32%, to $111.3 million compared to $84.4 million for the year ended December 31, 2024.
Previously reported amounts have been updated to conform to the current period presentation. ​ 73 Table of Contents Revenue Total revenue for the year ended December 31, 2024 increased $95.9 million, or 60%, to $256.8 million compared to $161.0 million for the year ended December 31, 2023.
Previously reported amounts have been updated to conform to the current period presentation. ​ 79 Table of Contents Revenue Total revenue for the year ended December 31, 2025 increased $127.3 million, or 50%, to $384.1 million compared to $256.8 million for the year ended December 31, 2024.
The Borrower submitted its first request for an Advance of approximately $75.3 million and received such Advance in January 2025. 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.
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.
Any unused charging credits are recognized as breakage using the proportional method or, for programs where there is not enough information to determine the pattern of rights exercised by the customer, the remote method.
For memberships and reservations, revenue is recognized over time and measured over the period on a straightline basis as performance obligations are met. Any unused charging credits are recognized as breakage using the proportional method or, for programs where there is not enough information to determine the pattern of rights exercised by the customer, the remote method.
Legislative or regulatory actions under the current administration or 119 th Congress, if pursued, could impact the availability or value of these incentives.
See Part I, Item 1 “ Business – Market Overview .” Additional legislative or regulatory actions under the current administration or 119 th Congress, if pursued, could impact the availability or value of these incentives.
Charging revenue, commercial, for the year ended December 31, 2024 increased $15.7 million, or 143%, to $26.7 million compared to $11.0 million for the year ended December 31, 2023. Year-over-year growth was primarily due to higher charging volumes by the Company’s public fleet customers. Charging Revenue, OEM.
Charging revenue, commercial, for the year ended December 31, 2025 increased $8.1 million, or 30%, to $34.8 million compared to $26.7 million for the year ended December 31, 2024. Year-over-year growth was primarily due to an increased number of charging stalls and higher charging volumes by the Company’s public fleet customers. Charging Revenue, OEM.
Network revenue, OEM, for the year ended December 31, 2024 increased $2.1 million, or 37%, to $7.8 million compared to $5.7 million for the year ended December 31, 2023.
Network revenue, OEM, for the year ended December 31, 2025 increased $5.6 million, or 72%, to $13.4 million compared to $7.8 million for the year ended December 31, 2024.
For more information See Part II, Item 8, “Consolidated Financial Statements and Supplementary Data — 83 Table of Contents Note 2 — Summary of Significant Accounting Policies ” for additional description of the significant accounting policies that have been followed in preparing our consolidated financial statements.
Actual results experienced may vary materially and adversely from our estimates. Revisions to estimates are recognized prospectively. For more information See Part II, Item 8, “Consolidated Financial Statements and Supplementary Data — Note 2 — Summary of Significant Accounting Policies ” for additional description of the significant accounting policies that have been followed in preparing our consolidated financial statements.
The decrease was driven primarily by a $91.4 million decrease in our cash and cash equivalents, a $13.9 million increase in deferred revenue, current, and a $2.9 million increase in accounts payable, partially offset by an $11.0 million increase in accounts receivable, net, an $8.4 million increase in accounts receivable, capital-build, and a $7.2 million increase in prepaids and other current assets.
The increase was driven primarily by an $80.0 million increase in our cash and cash equivalents and restricted cash, current, a $16.6 million increase in prepaid and other current assets, and a $5.4 million decrease in accounts payable, partially offset by a $17.0 million increase in accrued liabilities, an $8.8 million increase in deferred revenue, current, and a $7.2 million decrease in accounts receivable, net.
Proceeds from these contracts are allocated to performance obligations including marketing activities, branding, memberships, reservations and the expiration of unused charging credits. Marketing activities are recognized at a point in time as the services are performed and measurement is based on amounts spent.
Proceeds from these contracts are allocated to performance obligations including branding, memberships, reservations and the expiration of unused charging credits. Revenues from branding are recognized over time as the services are performed and measurement is recognized straightline over the performance period.
Operating Loss and Operating Margin During the year ended December 31, 2024, we had an operating loss of $131.6 million, an improvement of $21.8 million, or 14%, compared to an operating loss of $153.4 million for the year ended December 31, 2023.
Operating Loss and Operating Margin During the year ended December 31, 2025, we had an operating loss of $110.7 million, an improvement of $20.9 million, or 16%, compared to an operating loss of $131.6 million for the year ended December 31, 2024.
Government Mandates, Incentives and Programs The U.S. 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, such as payments for regulatory credits.
In addition, continued long lead times of grid equipment such as transformers may impact our development cycle. Government Mandates, Incentives and Programs The U.S. federal government and some state and local governments provide incentives to EV charging station owners in the form of rebates, tax credits, low-cost funding and other financial incentives, such as payments for regulatory credits.
JOBS Act On April 5, 2012, the JOBS Act was signed into law. The JOBS Act includes provisions that, among other things, relax certain reporting requirements for qualifying public companies.
Emerging Growth Company and Smaller Reporting Company Status On April 5, 2012, the JOBS Act was signed into law. The JOBS Act includes provisions that, among other things, relax certain reporting requirements for qualifying public companies. We were previously an EGC, as defined in the JOBS Act.
Factors Affecting Our Operating Results We believe our performance and future success depends on a number of factors, including those discussed below and in Part I, Item 1A, “Risk Factors .” EV Sales Our revenue growth is largely a result of the adoption and continued acceptance and usage of passenger and commercial EVs, which we believe drives the demand for electricity, charging infrastructure and charging services.
The following table presents network throughput and the number of DC Stalls on the EVgo Public Network: ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Network throughput (GWh) on the EVgo Public Network for the years ended ​ 366 ​ 277 Number of DC Stalls on the EVgo Public Network (in thousands) as of 3.9 ​ 3.5 Factors Affecting Our Operating Results We believe our performance and future success depends on a number of factors, including those discussed below and in Part I, Item 1A, “Risk Factors .” EV Sales Our revenue growth is partly dependent on the adoption and continued acceptance and usage of passenger and commercial EVs, which we believe drives the demand for electricity, charging infrastructure and charging services.
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.
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.
Depreciation, Amortization and Accretion. Depreciation, amortization and accretion expenses for the year ended December 31, 2024 decreased $0.3 million, or 1%, to $19.8 million compared to $20.1 million for the year ended December 31, 2023.
Depreciation, Amortization and Accretion. Depreciation, amortization and accretion expenses for the year ended December 31, 2025 decreased $5.2 million, or 26%, to $14.6 million compared to $19.8 million for the year ended December 31, 2024.
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, subject to modification as set forth in the Guarantee Agreement.
On Dece mber 12, 2024, Swift Borrower entered into the Guarantee Agreement with the DOE as guarantor. 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.
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. Key Components of Results of Operations Revenue. Our revenue is generated across various business lines.
We also offer a variety of software-driven digital, development and operations services to customers. These offerings currently include customization of digital applications, charging data integration, 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.
Charging network cost of sales for the year ended December 31, 2024 increased $42.2 million, or 77%, to $97.1 million compared to $54.9 million for the year ended December 31, 2023.
Charging network cost of sales for the year ended December 31, 2025 increased $35.5 million, or 37%, to $132.6 million compared to $97.1 million for the year ended December 31, 2024.
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.
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, 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.
Additionally, uncertainties in trade policy, including the implementation of tariffs and the resulting creation 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.
As further discussed below, the increase in revenue during 2024 was primarily due to a $50.9 million increase in retail charging revenue, a $15.7 million increase in commercial charging revenue, a $14.3 million increase in eXtend revenue, and a $10.4 million increase in OEM charging revenue. Charging Revenue, Retail.
As further discussed below, the increase in revenue was primarily due to a $37.2 million increase in retail charging revenue, a $34.7 million increase in ancillary revenue, a $29.9 million increase in eXtend revenue, a $10.6 million increase in OEM charging revenue, and an $8.1 million increase in commercial charging revenue. Charging Revenue, Retail.
See Part II, Item 8, “Consolidated Financial Statements and Supplementary Data — Note 12 — Fair Value Measurements ” for more information. 75 Table of Contents Income Tax Benefit (Expense) For the year ended December 31, 2024, income tax benefit was $2.3 million compared to a de minimis income tax expense during the year ended December 31, 2023 .
The change was due to a decrease in the fair value of the warrant and earnout liabilities during the year ended December 31, 2025 compared to the prior year. See Part II, Item 8, “Consolidated Financial Statements and Supplementary Data — Note 12 — Fair Value Measurements ” for more information.
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, foreign trade or changes in restrictions on trade between the U.S. and other countries, instability in the financial services sector, supply-chain disruptions, government 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.
For additional information, see Part I, Item 1A “Risk Factors - Continuing or worsening inflationary pressures and associated changes in monetary policy, or changes to trade policy, including tariff and customs regulation, may result in increases to the cost of our charging equipment, other goods, services and personnel, which in turn could cause capital expenditures and operating costs to rise.” 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 and tensions in the Middle East region, rates of inflation, instability in the financial services sector, supply-chain disruptions, government implementation of tariffs and 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.
We may continue to be an SRC so long as either (i) the market value of shares of its 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.
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.
For the year ended December 31, 2023, our provision for income taxes and effective tax rate were deemed to be de minimis. As of December 31, 2024 and 2023, we maintained a full valuation allowance on our net deferred tax assets.
For the year ended December 31, 2024, our provision for income taxes included a $2.4 million net income tax benefit resulting from the transfer of EVgo OpCo’s 2023 30C income tax credits. As of December 31, 2025 and 2024, we maintained a full valuation allowance on our net deferred tax assets.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are a SRC as defined in Item 10(f)(1) of Regulation S-K. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item 7A. ​ 86 Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are relying on the scaled disclosure requirements available to SRCs. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item 7A . ​ 88 Table of Contents

Other EVGO 10-K year-over-year comparisons