EVgo Inc.
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
| | ||
|---|---|---|
| | | Page |
| | | |
| PART I | ||
| | | |
| Item 1. Business | | 11 |
| Item 1A. Risk Factors | | 27 |
| Item 1B. Unresolved Staff Comments | | 68 |
| Item 1C. Cybersecurity Risk Management, Strategy and Governance | | 68 |
| Item 2. Properties | | 70 |
| Item 3. Legal Proceedings | | 70 |
| 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 | | 88 |
| Item 8. Consolidated Financial Statements and Supplementary Data | | 89 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 142 |
| Item 9A. Controls and Procedures | | 142 |
| Item 9B. Other Information | | 144 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 144 |
| | | |
| PART III | ||
| | | |
| Item 10. Directors, Executive Officers and Corporate Governance | | 145 |
| Item 11. Executive Compensation | | 145 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | 145 |
| Item 13. Certain Relationships and Related Transactions and Director Independence | | 145 |
| Item 14. Principal Accountant Fees and Services | | 145 |
| | | |
| PART IV | ||
| | | |
| Item 15. Exhibits and Financial Statement Schedules | | 146 |
| Schedule II | | 149 |
| Signatures | | 150 |
FREQUENTLYUSED TERMS
Unless expressly indicated or the context indicates otherwise, the terms “EVgo,” “the Company,” “we,” “us,” and “our” in this Annual Report refer to EVgo Inc., a Delaware corporation, and where appropriate, its subsidiaries. We have also used several other terms in this Report, the consolidated financial statements and accompanying notes included herein, many of which are defined below and certain of which are defined throughout this Annual Report and, unless expressly indicated or the context indicates otherwise, have the following meanings when used in this Annual Report:
“*30C income tax credits”*means the alternative fuel refueling property credit under Section 30C of the Internal Revenue Code.
“A&R Nomination Agreement” means the amended and restated nomination agreement entered into on March 24, 2022, by and between us and EVgo Holdings, amending and restating the Nomination Agreement.
*“AC”*means alternating current.
“ACC II” means CARB’s Advanced Clean Car II regulation.
“API” means application programming interface.
“Annual Report” means this Annual Report on Form 10-K.
“ASC” means Accounting Standards Codification.
“ASC 606” means FASB ASC Topic 606,Revenue from Contracts with Customers.
“ATM Program” means the program by which the Company may sell up to $200 million of shares of Class A common stock in “at the market” transactions at prevailing market prices.
“Audit Committee” means the Audit Committee of our Board of Directors.
“Availability Period” means, with respect to the DOE Loan, the period beginning on the date all conditions precedent set forth in the Guarantee Agreement are met or waived and ending on the earliest of (i) the fifth anniversary of the first Advance, (ii) August 31, 2031 and (iii) the date of any termination of obligations under the Guarantee Agreement following an event of default.
“BEV” means all-electric vehicle that runs on a rechargeable battery.
“Board of Directors” means our board of directors.
“Borrowing” means a Loan borrowed under the Credit Agreement.
“Business Combination Agreement” means that business combination agreement entered into on January 21, 2021 by and among CRIS, Thunder Sub and the EVgo Parties.
“CAFE” means Corporate Average Fuel Economy.
“CARB” means the California Air Resources Board.
“CCPA” means the California Consumer Privacy Protection Act (as amended by the California Private Rights Act).
“CCS” means the combined charging system.
“CEC” means the California Energy Commission.
“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act.
“Charter” means our Third Amended and Restated Certificate of Incorporation.
“Class A common stock” means Class A common stock of EVgo Inc., par value $0.0001 per share.
“Class B common stock” means Class B common stock of EVgo Inc., par value $0.0001 per share.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“common stock” means Class A common stock and Class B common stock.
“Company” means EVgo Inc. and its subsidiaries.
“Company Group” means EVgo Inc., Thunder Sub or any of their subsidiaries (other than EVgo OpCo and its subsidiaries).
“Credit Agreement” means the credit agreement (as it may be amended from time to time) by and among Voyager Borrower, SMBC, as administrative agent, and the Voyager Lenders and other parties thereto from time to time.
“Commitments” means the $225 million committed term loan facility under the Credit Agreement.
“Court of Chancery” means the Court of Chancery of the State of Delaware.
“*CRIS”*means Climate Change Crisis Real Impact I Acquisition Corporation.
“CRIS Business Combination” means the transactions contemplated by the Business Combination Agreement.
“CRIS Close Date” means the closing of the CRIS Business Combination on July 1, 2021.
“DC” means direct current.
“DC Stalls”* means *DC stalls that are energized, inspected and commissioned on the EVgo Public Network.
*“DCFC”*means direct current fast charging.
“Delta” means Delta Electronics, Inc.
“Delta Charger Supply Agreement” means the General Terms and Conditions for Sale of EV Charger Products, dated as of July 12, 2022, by and between us and Delta.
“DOE” means the U.S. Department of Energy.
“DOE Loan” means the loan guarantee issued by the DOE on behalf of Swift Borrower pursuant to the Guarantee Agreement, with respect to the term loan facility established between Swift Borrower and FFB.
“DOT” means the U.S. Department of Transportation.
“EGC” means emerging growth company.
“EPA” means the Environmental Protection Agency.
“ESG” means environmental, social and governance matters.
“EV” means electric vehicle.
“EVgo” means, prior to the CRIS Close Date, EVgo Holdings and its subsidiaries and, following the CRIS Close Date, EVgo Inc. and its subsidiaries.
“EVgo Holdco” means EVgo Holdco, LLC, a Delaware limited liability company.
“EVgo Holdings” means EVgo Holdings, LLC, a Delaware limited liability company.
“EVgo OpCo” means EVgo OpCo, LLC, a Delaware limited liability company.
“EVgo OpCo A&R LLC Agreement” means the amended and restated limited liability company agreement of EVgo OpCo entered into on July 1, 2021.
“EVgo OpCo Units” means the equity interests of EVgo OpCo.
“EVgo Parties” means EVgo OpCo, EVgo Holdco and EVgo Holdings.
“EVgo Public Network”* *means the publicly available chargers and charging stations that we own and operate on our network.
“EVgo Services” means EVgo Services LLC, a Delaware limited liability company.
“EVSE” means EV supply equipment.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“FASB” means Financial Accounting Standards Board.
“FFB” means the Federal Financing Bank.
“Flagship Stalls” means the charger stalls under the GM Agreement are required to have additional specifications including increased stall count, hardware requirements, canopies and other features agreed between GM and us.
“FTC” means the Federal Trade Commission.
“GAAP” means accounting principles generally accepted in the U.S., consistently applied, as in effect from time to time.
“GIS” means geographic information system.
“GM” means General Motors, LLC.
“GM Agreement” means EV Infrastructure Agreement, dated as of July 20, 2020, by and between us and GM, as amended from time to time.
“Guarantee Agreement” means the Loan Guarantee Agreement, dated as of December 12, 2024, by and between Swift Borrower and the DOE.
“GWh” means gigawatt-hour, a unit of energy that represents one billion watt-hours and is equal to one million kilowatt-hours.
“Handbook 44” means the National Institute of Standards and Technology’s Handbook 44.
“ICE” means internal combustion engine.
“Incremental Facility” means a $75 million uncommitted incremental term loan facility under the Credit Agreement.
“Initial Public Offering” means CRIS’s initial public offering of units consummated on October 2, 2020.
*“Innovation Lab”means *the facility that we use to test and develop EV charging technology.
“IEEPA” means the International Emergency Economic Powers Act.
“IRA” means the Inflation Reduction Act of 2022.
“IRS” means the Internal Revenue Service.
“IT” means information technology.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
“kW” means kilowatt.
“kWh” means kilowatt-hour.
“LCFS” means Low Carbon Fuel Standard.
“Loan” means a loan under the Credit Agreement.
“LS Power” means LS Power Equity Partners IV, L.P. and its affiliates, unless the context otherwise requires.
“NACS” means North American Charging Standard.
“Nasdaq” means The Nasdaq Global Select Market.
“NEVI Program”* *means the National Electric Vehicle Infrastructure Program.
“NHTSA” means the National Highway Traffic Safety Administration, a federal agency within the DOT.
“NOC” means network operations center.
“Nomination Agreement” means the nomination agreement entered into on July 1, 2021, by and between us and EVgo Holdings, pursuant to which EVgo Holdings has certain director nomination rights.
“NRG” means NRG Energy, Inc.
“NYSE” means The New York Stock Exchange.
“OBBBA” means H.R. 1 – 199 th Congress (2025 – 2026), which is also referred to asthe One Big Beautiful Bill Act of 2025.
“OEM” means original equipment manufacturer.
“Pilot Company” means Pilot Travel Centers LLC.
“Pilot Infrastructure Agreement” means the Charging Infrastructure Agreement, dated as of July 5, 2022, by and among us, the Pilot Company and GM, as amended from time to time.
“Pilot O&M Agreement” means the Operation, Maintenance and Networking Service Agreement, dated as of July 5, 2022, by and among us, the Pilot Company and GM, as amended from time to time.
“PIPE” means the sale of 40,000,000 shares of Class A common stock to the PIPE Investors, for a purchase price of $10.00 per share and an aggregate purchase price of $400,000,000, in a private placement.
“PIPE Investors” means investors in the PIPE.
“PlugShare” means PlugShare LLC, a California limited liability company.
“Private Placement Warrants” means the 6,600,000 warrants purchased by the Sponsor in a private placement simultaneously with the closing of the Initial Public Offering, each of which is exercisable for one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, generating gross proceeds of $6,600,000.
“Public Warrants” means the 11,499,988 redeemable warrants sold as part of the units in the Initial Public Offering.
“Purchase Order” means the initial purchase order entered into pursuant to the Delta Charger Supply Agreement.
“RCRA” means the Resource Conservation and Recovery Act.
“REC” means renewable energy certificate.
“SEC” means the U.S. Securities and Exchange Commission.
“Secondary Offering” means the underwritten public offering of 23,000,000 shares of Class A common stock undertaken pursuant to the underwriting agreement entered into as of December 16, 2024, by and among EVgo, EVgo Holdings, J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Evercore Group L.L.C., as representatives of several underwriters, which closed on December 18, 2024.
“Securities Act” means the Securities Act of 1933, as amended.
“SIRT” means our Security Incident Response Team.
“*Site Hosts”*means, collectively, commercial or public-entity property owners, landlords and/or tenants.
“SMBC” means Sumitomo Mitsui Banking Corporation.
“SPA” means the Stock and Unit Purchase Agreement, dated as of December 16, 2024, by and among us, EVgo OpCo, LLC and EVgo Holdings LLC.
“Sponsor” means CRIS’s sponsor, Climate Change Crisis Real Impact I Acquisition Holdings, LLC, a Delaware limited liability company.
*“Sponsor Agreement”*means the letter agreement entered into concurrently with the Business Combination Agreement by and among CRIS, the co-investors, the Sponsor and the other initial stockholders, pursuant to which the Sponsor, other initial stockholders and the co-investors agreed, among other things, to vote all of their shares of common stock held or subsequently acquired by them in favor of the approval of the CRIS Business Combination.
“SRC” means smaller reporting company.
“SSP” means stand-alone selling prices.
“Swift Borrower” means EVgo Swift Borrower LLC, a Delaware limited liability company and subsidiary of the Company.
“*SUV”*means sport utility vehicle.
“Tax Receivable Agreement” means the tax receivable agreement, entered into on the CRIS Close Date, by and among CRIS, Thunder Sub, EVgo Holdings and LS Power Equity Advisors, LLC, as agent.
“TCO” means total cost of ownership.
“Tesla” means Tesla Inc.
“Thunder Sub” means CRIS Thunder Merger LLC, a Delaware limited liability company and wholly owned subsidiary of EVgo Inc.
“TNC” means transportation networking companies.
“TRA Holders” means EVgo Holdings, along with permitted assigns.
“Treasury” means the U.S. Department of Treasury.
“U.S.” means the United States of America.
“Vehicle Efficiency” means the number of miles the average EV receives from a single kWh.
“VIO”* *means vehicles in operation.
“Voyager Availability Period” means, with respect to the Credit Agreement, the period beginning on the Voyager Closing Date and ending on the earliest of (i) the third anniversary of the Voyager Closing Date, (ii) the date on which Loans have been made in an amount greater than or equal to 95% of the original aggregate amount of the Commitments as of the Voyager Closing Date, and (iii) the date the Commitments are otherwise terminated under the Credit Agreement.
“Voyager Borrower” means EVgo Voyager Borrower LLC, a Delaware limited liability company and subsidiary of the Company.
“Voyager Closing Date” means July 23, 2025.
“Voyager Lenders” means the lenders party to the Credit Agreement.
“Warrants” means the Private Placement Warrants and the Public Warrants.
“ZEV” means zero emission vehicles.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7, contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements contained in this document other than statements of historical fact, including, without limitation, statements regarding future financial performance, business strategies, market size and opportunity, expansion plans, future results of operations, factors affecting our performance, estimated revenues, losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Annual Report, words such as “ability,” “build,” “develop,” “drive,” “goal,” “likely,” “maintain,” “may,” “will,” “might,” “should,” “could,” “would,” “can,” “expect,” “elect,” “plan,” “objective,” “seek,” “grow,” “position,” “possible,” “potential,” “forecast,” “strategy,” “budget,” “target,” “if,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” and the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on our current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including the risk factors described in our filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this document may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Forward-looking statements in this Annual Report may include, without limitation, statements about:
| ● | changes adversely affecting our business; |
| ● | our dependence on the widespread adoption of EVs and growth of the EV and EV charging markets; |
| ● | our reliance on the DOE Loan and the Credit Agreement for the growth of our business, our ability to fully draw on the DOE Loan and the Credit Agreement, and our ability to comply with covenants and other terms of the DOE Loan and the Credit Agreement; |
| ● | competition from existing and new competitors; |
| ● | our ability to expand into new service markets, grow our customer base and manage our operations; |
| ● | the risks associated with cyclical demand for our services and vulnerability to industry downturns and regional or national downturns; |
| ● | fluctuations in our revenue and results of operations; |
| ● | unfavorable conditions or disruptions in the capital and credit markets and our ability to obtain additional financing on commercially reasonable terms; |
| ● | our ability to generate cash, service indebtedness, and incur additional indebtedness; |
| ● | the risk that the loss of our status as an emerging growth company results in additional disclosure and compliance obligations, which could increase our costs and require significant management time and resources; |
| ● | evolving domestic and foreign government laws, regulations, rules and standards that impact our business, results of operations and financial condition, including regulations impacting the EV charging market and government programs designed to drive broader adoption of EVs and any reduction, modification or elimination of such programs, such as the enactment of the OBBBA, which addresses, among other things, the termination of the 30C income tax credit, other changes in policy under the current administration and 119th Congress and the potential changes in tariffs or sanctions and escalating trade wars; |
| ● | our ability to adapt our assets and infrastructure to changes in industry and regulatory standards and market demands related to EV charging; |
| ● | impediments to our expansion plans, including permitting and utility-related delays; |
| ● | our ability to integrate any businesses we acquire; |
| ● | our ability to recruit and retain experienced personnel; |
| ● | risks related to legal proceedings or claims, including liability claims; |
| ● | our dependence on third parties, including hardware and software vendors and service providers, utilities and permit-granting entities; |
| ● | supply chain disruptions, elevated rates of inflation and other increases in expenses, including as a result of the implementation of tariffs by the U.S. and other countries; |
| ● | safety and environmental requirements or regulations that may subject us to unanticipated liabilities or costs; |
| ● | our ability to enter into and maintain valuable partnerships with Site Hosts, OEMs, fleet operators and suppliers; |
| ● | our ability to maintain, protect, and enhance our intellectual property; |
| ● | our ability to identify and complete suitable acquisitions or other strategic transactions to meet our goals and integrate key businesses we acquire; |
| ● | the impact of general economic or political conditions, including associated changes in monetary policy such as elevated interest rates, evolving tariff or other changes in trade policy, and geopolitical events such as the conflict in Ukraine and tensions in the Middle East region, on us and our industry, including our ability to manage such matters and their effects on consumers and customers; and |
| ● | other factors detailed under the section entitled Part I. Item 1A, “Risk Factors” and in our other periodic filings with the SEC. |
Our SEC filings are available publicly on the SEC’s website atwww.sec.gov. The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements in this Annual Report and in any document incorporated herein by reference should not be relied upon as representing our views as of any subsequent date and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
USE OF TRADEMARKS
This Annual Report includes trademarks, service marks, and trade names owned by us. These include Connect the Watts™, EVgo®, EVgo Advantage®, EVgo Basic™, EVgo eXtend™, EVgo Inside™, EVgo Optima™, EVgo PlusMAX™, EVgo ReNew™, EVgo Reservations™, EVgo Rewards®, EVgo Access®, Pay with PlugShare™, PlugShare®, PlugShare® Premium™, PlugShare Inside™, PlugShare Advantage™, PlugShare DataTool™, PlugInsights™, PlugScore™, and Electronic Plug Design* (*logo)®. Our trademarks and service marks are either registered, are in the process of being registered, or have been used as common law marks by us. This Annual Report may contain additional trademarks, service marks, and trade names of others, which are, to our knowledge, the property of their respective owners. Solely for convenience, trademarks, service marks, and trade names referred to in this Annual Report appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks, and trade names. We do not intend our use of any other parties’ trademarks, service marks, or trade names to imply, and such use or display should not be construed to imply a relationship with, endorsement from, or sponsorship of us by such other parties.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.