EVgo Inc.
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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FY2025 · Filed Mar 9, 2026
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Item 9A. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
Per Rules 13a-15(e) and 15d-15(e) under the Exchange Act, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision of our Board of Directors and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, or the “certifying officers”, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in and pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. The certifying officers concluded that, primarily as a result of the material weaknesses in internal control over financial reporting described below in “Management’s Report on Internal Control Over Financial Reporting”, our disclosure controls and procedures were not effective as of December 31, 2025; accordingly, we are implementing additional procedures to remediate these shortcomings as outlined below.
Notwithstanding the identified material weaknesses, this did not result in any material misstatements to our consolidated financial statements as of and for the year ended December 31, 2025. Our management believes the consolidated financial statements included in this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in accordance with U.S. GAAP.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. A company’s internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of such company; |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of such company are being made only in accordance with authorizations of management and the directors of such company; and |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of such company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our management, with participation of the certifying officers, under the oversight of our Board of Directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, using the framework inInternal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (commonly referred to as the “COSO” framework). Based on that evaluation, management concluded our internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses identified in the paragraph below.
The following material weaknesses in internal control over financial reporting were identified as of December 31, 2025: We did not effectively design, implement or operate sufficient and appropriate process level control activities related to our financial reporting processes. Additionally, we had ineffective general information technology controls (“GITCs”) for certain IT systems related to charging revenue, which results in a corresponding failure of automated process level controls and manual controls dependent on the accuracy and completeness of information derived from those IT systems.
The material weaknesses were due to a lack of a sufficient number of trained resources to identify the underlying data and reports relied upon in our financial reporting process and to sufficiently design, implement or operate process level controls, including controls to validate the completeness and accuracy of underlying data and reports. We also did not have an effective information and communication process to identify, capture, and process relevant information necessary for financial reporting. Further, there was insufficient monitoring to ensure the appropriateness of control design and implementation and to ensure the appropriateness of the level of documentation maintained to support the operation of internal controls.
Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report, issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG LLP’s report appears on page 92 of this Annual Report.
Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting
During 2025, we became subject to the provisions of Section 404(b) of the Sarbanes-Oxley Act. We have continued to implement remediation plans around expanding the functionality of certain of our IT systems and designing and implementing GITCs over a new IT system related to our charging revenue process that supports the consistent operation of the Company’s IT operating systems, databases and end user computing over financial reporting, and ensuring they are operating effectively to support process level automated and manual controls activities that are dependent upon information derived from that IT system. We have engaged external consultants to develop and perform a pre-implementation review of our new charging revenue IT system, which will include a review of the charging revenue process and key controls. We will continue designing and implementing controls around the identification and validation of the completeness and accuracy of our data and reports used in our financial reporting processes. This includes change management and monitoring over such data and information. In addition to these enhancements, we plan to continue to evaluate skill gaps and hire additional personnel (including both internal and external resources), as needed, with public company experience to develop and implement additional policies, procedures and controls. We plan to also provide ongoing training for key personnel responsible for the design, implementation, and effective operation of controls. These changes are designed to result in the generation of accurate and complete information that can be relied upon to execute process level and IT controls in a consistent and repeatable manner.
We are also implementing further monitoring activities to enable us to continuously evaluate improvements to be made in our financial reporting processes and automated and manual controls to ensure that risks are properly identified and addressed. The actions we are taking are subject to ongoing senior management review, as well as oversight from our Board of Directors. When fully implemented and operational, we believe the measures described above will remediate the underlying causes of the control deficiencies that gave rise to the material weaknesses and strengthen our internal control over financial reporting. However, remediation efforts may continue beyond the fiscal year ending
December 31, 2026. We will not be able to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time. We may also identify additional measures that may be required to remediate the material weaknesses in our internal control over financial reporting, necessitating further action.
Changes in Internal Control over Financial Reporting
Other than the remediation progress discussed above, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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