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EVgo Inc.

For the period ended Mar 31, 2026. Filed May 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 5, 2026

EVGO$1.83+4.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001104659-25-109155

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0001821159-26-000010

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 184 previous paragraphs and 150 current paragraphs.

83 unchanged; 38 reworded; 27 added; 53 removed; 10 previous and 2 current paragraphs rearranged.

Tables are not compared: 16 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (27)

Current report

•Charging Revenue, Retail: We sell electricity directly to drivers who access our publicly available networked chargers. Various pricing plans exist for customers and drivers have the choice to charge through a subscription offering or a variety of pay-as-you-go plans. Drivers locate the chargers through our mobile application, their vehicle’s in-dash navigation system, or third-party databases, such as PlugShare, that license charger-location information from us. 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 offerings are well aligned with the goals of Site Hosts, as many commercial businesses view charging capabilities as essential to attracting tenants, employees, customers and visitors, and achieving sustainability goals. Site Hosts are generally able to obtain these benefits at no cost when partnering with us through our owner and/or operator model, in which we are responsible for the development, construction, and operation of chargers located on Site Hosts’ properties. 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.

Current report

•Charging Revenue, Commercial: High volume fleet customers, such as transportation networking companies or delivery services and rideshare, can access our charging infrastructure through our vast public network. Pricing for charging services is most often negotiated directly with the fleet owner based on the business needs and usage patterns of the fleet. In these arrangements, we contract with and bill either the fleet owner directly or an individual fleet driver utilizing our chargers.

Current report

•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. 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 by us include co-marketing, data services and digital application services. Our OEM relationships are a core customer-acquisition channel.

Current report

•Regulatory Credit Sales: As a charging station owner and operator, we earn regulatory credits, such as LCFS credits and other regulatory credits, in states where such programs are enacted currently, including the Fast Charging Infrastructure program in California. 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.

Current report

•Network Revenue, OEM: This revenue stream represents revenue related to contracts that have significant charger infrastructure build programs, which represent set-up costs under ASC 606. 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 straight-line over the performance period. 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.

Current report

•eXtend Revenue: Through EVgo eXtend, we provide hardware, design, and construction services for charging sites, as well as ongoing operations, maintenance and networking and software integration solutions, while customers purchase and retain ownership of the charging assets. 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.

Current report

•AV and ancillary Revenue: In addition to offering access to our public network, we offer dedicated charging solutions to autonomous vehicle and other fleets. Through our fleet offerings, we develop, build, and service charging assets for fleets, including through off-site charging hubs that we have secured without requiring a fleet to directly incur capital expenditures. We offer a variety of pricing models for dedicated charging solutions, including a mix of volumetric commitments and variable and fixed payments for provision of charging services. We enter into operating and sales-type leases with our dedicated fleet customers. We also offer a variety of software-driven digital, development and operations services to customers. 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.

Current report

Additional legislative or regulatory actions under the current administration of 119th Congress, if pursued, could impact the availability or value of these incentives. 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.

Current report

AV and Ancillary Revenue. AV and ancillary revenue for the three months ended March 31, 2026 increased $15.9 million, or 339%, to $20.6 million compared to $4.7 million for the three months ended March 31, 2025. The increase was primarily due to $17.2 million of revenue recognized from sales-type lease arrangements with a dedicated fleet customer during the three months ended March 31, 2026, partially offset by a $1.0 million decrease in operating lease revenue.

Current report

Interest expense for the three months ended March 31, 2026 increased $2.5 million, or 474%, to $3.0 million compared to $0.5 million for the three months ended March 31, 2025. The increase was due to higher interest expense incurred related to the DOE Loan and Credit Agreement, which is presented net of amounts capitalized to property and equipment, due to higher debt balances on both the DOE Loan and Credit Agreement.

Current report

Interest income for the three months ended March 31, 2026 decreased $0.3 million or 19% to $1.4 million compared to $1.7 million for the three months ended March 31, 2025. The decrease was a primarily result of lower interest rates on and, to a lesser extent, lower account balances held in our interest-bearing accounts, compared to the same prior-year period.

Current report

Comprehensive Loss Attributable to Class A Common Stockholders

Current report

The Guarantee Agreement contains customary representations and warranties as well as affirmative and negative covenants (including restrictions on Swift Borrower making distributions to affiliates). 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. 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.

Current report

As of March 31, 2026, the outstanding balance under the DOE Loan was $142.6 million, which includes $7.5 million in paid-in-kind interest. As of March 31, 2026, Swift Borrower had $919.3 million of principal available to borrow under the DOE Loan, subject to the satisfaction of conditions contained in the Guarantee Agreement. The weighted average interest rate on the outstanding amounts under the DOE Loan as of March 31, 2026 was 5.62%.

Current report

As of March 31, 2026, the outstanding balance under the Loan was $69.0 million. As of March 31, 2026, Voyager Borrower had $155.8 million of principal remaining available to borrow under the Commitments, subject to the satisfaction of customary conditions. The weighted average interest rate on the outstanding amounts under the Credit Agreement as of March 31, 2026 was 6.95%.

Current report

Cash used in operating activities for the three months ended March 31, 2026 was $35.4 million compared to cash used in operating activities of $10.2 million for the three months ended March 31, 2025. This increase in cash used in operating activities of $25.1 million was primarily due to a change in net cash outflows of $17.4 million resulting from changes in our operating assets and liabilities and an increase in our net loss of $10.8 million, partially offset by a change in non-cash charges of $3.1 million.

Current report

The main drivers of the changes in operating assets and liabilities for the three months ended March 31, 2026 were a $5.4 million increase in accounts payable and a $4.3 million decrease in accounts receivable, due to collections from customers outpacing new billings. These changes were offset by a $15.1 million decrease in accrued liabilities, a $9.0 million decrease in deferred revenue from increased amortization of revenue, and a $8.3 million increase in prepaids and other current assets and other assets.
Removed paragraphs (53)

Previous report

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 that promote EV adoption and related EV charging infrastructure. However, tax incentives may expire, grant programs will end when the allocated funding from the IIJA or other funding sources are exhausted or may be impacted as a matter of potential change in regulatory or legislative policy. In particular, OBBBA led to a sunset of federal incentives for EV purchases after September 30, 2025, and the federal tax credits for alternative fuels such as EV charging will terminate for any locations placed in service after June 30, 2026.

Previous report

Charging Revenue, Commercial. Charging revenue, commercial, for the three months ended September 30, 2025 increased $1.5 million, or 20%, to $9.1 million compared to $7.6 million for the three months ended September 30, 2024. Period-over-period growthwas primarily due to higher charging volumes from a greater number of public fleet customers and, to a lesser extent, more throughput per customer and increases in pricing.

Previous report

*Charging Revenue, OEM.Charging revenue, OEM, for the three months ended September 30, 2025 increased $2.1 million, or 49%, to $6.4 million compared to $4.3 million for the three months ended September 30, 2024. *Period-over-period growth was primarily due toa greater number of customer enrollments from our OEM partners and, to a lesser extent, more throughput per customer.

Previous report

*Regulatory Credit Sales.Regulatory credit sales for the three months ended September 30, 2025 increased $0.6 million, or 26%, to $2.8 million compared to $2.2 million for the three months ended September 30, 2024 *due toincreased throughput resulting in additional credit generation.

Previous report

*Network Revenue, OEM.*Network revenue, OEM, for the three months ended September 30, 2025 increased $1.0 million, or 76%, to $2.2 million compared to $1.3 million for the three months ended September 30, 2024. The period-over-period increase was primarily due to increased breakage realized during the three months ended September 30, 2025 related to more expired credits during the three months ended September 30, 2025 as compared to the same prior-year period.

Previous report

*Ancillary Revenue.*Ancillary revenue for the three months ended September 30, 2025 increased $1.0 million, or 27%, to $4.6 million compared to $3.6 million for the three months ended September 30, 2024. The increase was primarily due to a $1.2 million increase in revenue related to dedicated fleets and a $0.6 million increase in equipment sales, partially offset by a $0.3 million decrease in licensing revenue.

Previous report

*General and Administrative Expenses.General and administrative expenses for the three months ended September 30, 2025 increased $10.3 million, or 31%, to $43.4 million compared to $33.1 million for the three months ended September 30, 2024. The increase was primarily driven by a $4.3 million increase in payroll costs due to an increase in headcount, a $2.2 million increase in impairment expense, and a $1.5 million increase in loss on disposal of property and equipment, net of insurance recoveries, compared to the same prior-year period. *

Previous report

Interest expense for the three months ended September 30, 2025 was $1.9 million, due to $2.3 million in interest expense and $0.6 million from the amortization of deferred debt issuance costs, partially offset by capitalized interest of$1.0 million. There was no interest expense incurred during the three months ended September 30, 2024 as the Company had no long-term debt outstanding prior to 2025.

Previous report

Interest income was $1.8 million for the three months ended September 30, 2025 and 2024.

Previous report

Net loss attributable to Class A common stockholders for the three months ended September 30, 2025 was $12.4 million, compared to $11.7 million for the three months ended September 30 2024. The increase was primarily driven by a $5.6 million decrease in net loss attributable to redeemable noncontrolling interest as a result of their decreased ownership percentage impacted by the redemption of OpCo Units, which occurred in December 2024, and the increased operating loss, partially offset by a $5.2 million increase in income tax benefit (expense) compared to the same prior-year period.

Previous report

Total revenue for the nine months ended September 30, 2025 increased $76.3 million, or 40%, to $265.6 million compared to $189.3 million for the nine months ended September 30, 2024. As further discussed below, the increase in revenue was primarily due to a $30.8 million increase in retail charging revenue, a $24.1 million increase in eXtend revenue, an $8.9 million increase in OEM charging revenue, a $6.7 million increase in ancillary revenue, and a $6.6 million increase in commercial charging revenue.

Previous report

*Charging Revenue, Retail.Charging revenue, retail, for the nine months ended September 30, 2025 increased $30.8 million, or 46%, to $98.1 million compared to $67.3 million for the nine months ended September 30, 2024. *Period-over-period growthwas primarily due to an overall increase in throughput volume from a greater number of customers and, to a lesser extent, increases in pricing.

Previous report

Charging Revenue, Commercial. Charging revenue, commercial, for the nine months ended September 30, 2025 increased $6.6 million, or 35%, to $25.4 million compared to $18.9 million for the nine months ended September 30, 2024. Period-over-period growth was primarily due tohigher charging volumes from a greater number of public fleet customers and, to a lesser extent, more throughput per customer.

Previous report

*Charging Revenue, OEM.Charging revenue, OEM, for the nine months ended September 30, 2025 increased $8.9 million, or 83%, to $19.6 million compared to $10.7 million for the nine months ended September 30, 2024. *Period-over-period growth was primarily due toa greater number of customer enrollments from our OEM partners and, to a lesser extent, higher throughput per customer.

Previous report

*Regulatory Credit Sales.Regulatory credit sales for the nine months ended September 30, 2025 increased $2.0 million, or 34%, to $8.0 million compared to $6.0 million for the nine months ended September 30, 2024 *due toincreased throughput resulting in additional credit generation.

Previous report

*Network Revenue, OEM.Network revenue, OEM, for the nine months ended September 30, 2025 decreased $2.7 million, or 43%, to $3.6 million compared to $6.3 million for the nine months ended September 30, 2024. *The period-over-period decrease was primarily due to decreased breakage realized during the nine months ended September 30, 2025 related to an OEM program that ended in 2024.

Previous report

eXtend Revenue. eXtend revenue for the nine months ended September 30, 2025 increased $24.1 million, or 35%, to $92.8 million compared to $68.7 million for the nine months ended September 30, 2024. The increase was primarily due to a $16.4 million increase due to construction projects in process or completed and, to a lesser extent, an increase due to the recognition of certain construction change order costs that were incurred in a prior year, a $4.5 million increase in hardware revenue, and a $1.4 million increase in both operating and maintenance revenue and consulting revenue.

Previous report

*Ancillary Revenue.Ancillary revenue for the nine months ended September 30, 2025 increased $6.7 million, or 59%, to $18.1 million compared to $11.4 million for the nine months ended September 30, 2024.The increase was primarily due to a $5.6 million increase in financed sales lease revenue, a $2.5 million increase in lease revenue from dedicated fleet customers, $0.7 million in increased utilization fees, and a $0.6 million increase in advertising revenue, partially offset by a $0.9 million decrease in construction revenue, a $0.8 million decrease in equipment sales, and a $0.6 million decrease in sublease income. *

Previous report

Charging Network. Charging network cost of sales for the nine months ended September 30, 2025 increased $28.8 million, or 42%, to $98.3 million compared to $69.4 million for the nine months ended September 30, 2024. The increase in charging network cost was primarily due to a $17.5 million increase in energy costs resulting from increased

Previous report

throughput and an $11.4 million increase in non-energy costs, primarily related to increased maintenance activity and, to a lesser extent, increased rent expense and other costs due to the growth of our network.

Previous report

Other. Other cost of sales for the nine months ended September 30, 2025 increased $20.1 million, or 30%, to $87.3 million compared to $67.2 million for the nine months ended September 30, 2024. The increase in other cost of sales was primarily due to $18.3 million in higher costs to support eXtend revenue and a $3.4 million increase to support revenue from dedicated fleet customers, partially offset by a $1.1 million decrease in ancillary equipment and $1.0 million in ancillary construction costs compared to the same prior-year period.

Previous report

Depreciation, Net of Capital-Build Amortization. Depreciation, net of capital-build amortization, for the nine months ended September 30, 2025 increased $11.2 million, or 34%, to $44.2 million compared to $33.1 million for the nine months ended September 30, 2024 due to the growth of our charging network.

Previous report

Gross profit for the nine months ended September 30, 2025 improved $16.2 million to $35.8 million, compared to $19.6 million for the nine months ended September 30, 2024. Gross margin for the nine months ended September 30, 2025 and 2024 was 13.5% and 10.4%, respectively.

Previous report

*Depreciation, Amortization and Accretion.Depreciation, amortization and accretion expenses for the nine months ended September 30, 2025 decreased $3.5 million, or 24%, to $11.5 million compared to $15.0 million for the nine months ended September 30, 2024. The decrease was primarily due to *a $2.6 million decrease in amortization related to intangible assets and a $1.3 million decrease in amortization related to software, partially offset by a $0.4 million increase in accretion expense.

Previous report

During the nine months ended September 30, 2025, we had an operating loss of $98.3 million, an increase of $1.8 million, or 2%, compared to $96.5 million for the nine months ended September 30, 2024. Operating margin for the nine months ended September 30, 2025 was negative 37.0% compared to negative 51.0% for the nine months ended September 30, 2024 primarily due to improved gross margin and improved leveraging of operating expenses.

Previous report

Interest expense for the nine months ended September 30, 2025 was $3.3 million, due to$4.6 million in interest expense and $1.3 million from the amortization of deferred debt issuance costs, partially offset by capitalized interest of $2.6 million. There was no interest expense incurred during the nine months ended September 30, 2024 as the Company had no long-term debt outstanding prior to 2025.

Previous report

Interest income for the nine months ended September 30, 2025 decreased $0.9 million, or 14%, to $5.3 million compared to $6.1 million for the nine months ended September 30, 2024. The decrease was primarily due to the

Previous report

decreased cash held by us and lower interest rates during the nine months ended September 30, 2025 compared to the same prior-year period.

Previous report

For the nine months ended September 30, 2025, our income taxbenefit was $5.1 million compared to income tax expense of $0.1 million. The income tax benefit for the nine months ended September 30, 2025 was due to the benefit realized from the net proceeds received from the transfer of EVgo OpCo’s 2024 30C tax income credits.

Previous report

This Quarterly Report includes the following non-GAAP financial measures, in each case as defined below: “Charging Network Gross Profit,” “Charging Network Gross Margin,” “Adjusted Cost of Sales,” “Adjusted Cost of Sales as a Percentage of Revenue,” “Adjusted Gross Profit (Loss),” “Adjusted Gross Margin,” “Adjusted General and Administrative Expenses,” “Adjusted General and Administrative Expenses as a Percentage of Revenue,” “EBITDA,” “EBITDA Margin,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Capital Expenditures, Net of Capital Offsets.” With respect to Capital Expenditures, Net of Capital Offsets, pursuant to the terms of certain OEM contracts, we are paid well in advance of when revenue can be recognized, and usually, the payment is tied to the number of stalls that commence operations under the applicable contractual arrangement while the related revenue is deferred at the time of payment and is recognized as revenue over time as we provide charging and other services to the OEM and the OEM’s customers. Our management therefore uses these measures internally to establish forecasts, budgets, and operational goals to manage and monitor our business, including the cash used for, and the return on, our investment in our charging infrastructure. We believe that these measures are useful to investors in evaluating our performance and help to depict a meaningful representation of the performance of the underlying business, enabling us to evaluate and plan more effectively for the future.

Previous report

Charging Network Gross Profit, Charging Network Gross Margin, Adjusted Cost of Sales, Adjusted Cost of Sales as a Percentage of Revenue, Adjusted Gross Profit (Loss), Adjusted Gross Margin, Adjusted General and Administrative Expenses, Adjusted General and Administrative Expenses as a Percentage of Revenue, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Capital Expenditures, Net of Capital Offsets are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. These measures should not be considered as measures of financial performance under GAAP and the items excluded from or included in these metrics are significant components in understanding and assessing our financial performance. These metrics should not be considered as alternatives to net income (loss) or any other performance measures derived in accordance with GAAP.

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Reworded paragraphs (38)

Previous wording

The following discussion and analysis provide information that we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024 included elsewhere in this Quarterly Report and the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2024 and 2023 contained in the Annual Report. In addition to historical information, this discussion contains forward-looking statements that involve numerous risks, uncertainties, and assumptions that could cause our actual results to differ materially from our expectations due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report.

Current wording

The following discussion and analysis provide information that we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025 included elsewhere in this Quarterly Report and the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2025 and 2024 contained in the Annual Report. In addition to historical information, this discussion contains forward-looking statements that involve numerous risks, uncertainties, and assumptions that could cause our actual results to differ materially from our expectations due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report.

Previous wording

We are one of the nation’s leading public EV fast charging providers. With more than 1,150 fast charging stations across over 45 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. At our Innovation Lab, we perform extensive interoperability testing and have ongoing technical collaborations with leading automakers and industry partners to advance the EV charging industry and deliver a seamless charging experience.

Current wording

We are one of the nation’s leading public EV fast charging providers. With more than 1,200 fast charging stations across over 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. At our Innovation Lab, we perform extensive interoperability testing and have ongoing technical collaborations with leading automakers and industry partners to advance the EV charging industry and deliver a seamless charging experience.

Previous wording

Our revenue is generated across various business lines. The majority of our revenue is generated from the sale of charging services, which are comprised of retail, commercial and OEM business lines, and our eXtend offering. In addition, we generate ancillary revenue through services provided to dedicated fleets, which includes both operating and sales-type lease structures, the sale of data services and consumer retail services. We also offer network services to

Current wording

Our revenue is generated across various business lines. The majority of our revenue is generated from the sale of charging services, which are comprised of retail, commercial and OEM business lines, and our eXtend offering. In addition, we generate AV and ancillary revenue through services provided to dedicated fleets, which includes both operating and sales-type lease structures, the sale of data services and consumer retail services. We also offer network services to OEM customers, including branding and memberships. Finally, as a result of owning and operating the EV charging stations, we earn regulatory credits such as LCFS credits, which are sold to generate additional revenue.

Previous wording

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

Current wording

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

Previous wording

Net earnings (loss) attributable to redeemable noncontrolling interest represents the share of netearnings or loss that is attributable tothe holder of our Class B common stock, which is EVgo Holdings.

Current wording

Net earnings (loss) attributable to redeemable noncontrolling interest represents the share of net earnings or loss that is attributable to the holder of our Class B common stock, which is EVgo Holdings.

Previous wording

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 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. Factors impacting the adoption of EVs include perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; availability of services for EVs; consumers’ perception about the convenience, speed, reliability and cost of EV charging; volatility in the price of gasoline and diesel; EV supply chain shortages and disruptions including, but not limited to, availability of certain components (e.g., semiconductors and critical raw materials necessary for the production of EVs and EV batteries), the ability of EV OEMs to ramp-up EV production and/or allocate sufficient quantities of EV models to the U.S. market; domestic content requirements or other policy constraints; availability of batteries and battery materials; availability, cost and desirability of other alternative fuel vehicles, including plug-in hybrid EVs and high fuel-economy gasoline and diesel-powered vehicles; increases in fuel efficiency; regulations applicable to vehicle emissions and fuel economy; and availability of federal and state credits for EV purchases. 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. 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 may be materially and adversely affected.

Current wording

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 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. Third-party industry forecasts for the number of battery electric vehicles in operation in the United States have been revised downward over the past several quarters, reflecting, among other factors, the impact of changes in government incentive programs, including the enactment of the OBBBA and the termination of the 30C income tax credit. The pace of new customer additions to our network has also moderated in recent quarters, consistent with these broader market trends. While BEV adoption is expected to continue to grow, the pace of that growth may be slower than previously anticipated, which could affect the near-term demand for our charging services and the rate at which we realize expected returns on our infrastructure investments. Factors impacting the adoption of EVs include perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; availability of services for EVs; consumers’ perception about the convenience, speed, reliability and cost of EV charging; volatility in the price of gasoline and diesel; EV supply chain shortages and disruptions including, but not limited to, availability of certain components (e.g., semiconductors and critical raw materials necessary for the production of EVs and EV batteries), the ability of EV OEMs to ramp-up EV production and/or allocate sufficient quantities of EV models to the U.S. market; domestic content requirements or other policy constraints; availability of batteries and battery materials; availability, cost and desirability of other alternative fuel vehicles, including plug-in hybrid EVs and high fuel-economy gasoline and diesel-powered vehicles; increases in fuel efficiency; regulations applicable to vehicle emissions and fuel economy; and availability of federal and state credits for EV purchases. 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. 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 may be materially and adversely affected.

Previous wording

The current administration has initiated, and may continue to initiate, a series of new policies, including but not limited to tariffs and global trade initiatives, tax laws and environmental policies, which may impact our business. During the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors, such as the conflict in Ukraine and tensions in the Middle East, which have led to disruptions, instability and volatility in

Current wording

The current administration has initiated, and may continue to initiate, a series of new policies, including but not limited to tariffs and global trade initiatives, tax laws and environmental policies, which may impact our business. During the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors, such as the 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.

Previous wording

The U.S. federal government and some state and local governments, as well as utilities, 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. These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV charging stations and to otherwise financially support these industries. 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. 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.

Current wording

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. Several entities offer incentives to offset vehicle purchases as well. These governmental rebates, tax credits and other financial incentives significantly 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, which if pursued, could impact the availability or value of these grants and/or tax provisions. 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.

Previous wording

The OBBBA, signed into law on July 4, 2025, makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. We currently do not expect the OBBBA to have a material impact on our condensed consolidated financial statements.

Current wording

The OBBBA, signed into law on July 4, 2025, makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. We currently do not expect the OBBBA to have a material impact on our condensed consolidated financial statements, even when considering the sunset of the 30C income tax credit for EV charging to take place on June 30, 2026 as a result of its passage.

Previous wording

In addition to state and federal incentives, utilities offer rebates or other incentive programs, typically called “make-ready” programs, to incentivize the development of EV charging infrastructure. These are not impacted by changes in federal policy.

Current wording

In addition, a number of states offer various rebates, grants and tax credits to incentivize both EV and EV supply equipment purchases. In many states, utilities also offer rebates or other incentive programs, typically “make-ready” programs, to incentivize the development of EV charging infrastructure.

Previous wording

Total revenue for the three months ended September 30, 2025 increased $24.8 million, or 37%, to $92.3 million compared to $67.5 million for the three months ended September 30, 2024. As further discussed below, the increase in revenue was primarily due to a $10.0 million increase in eXtend revenue, an $8.6 million increase in retail charging revenue, a $2.1 million increase in OEM charging revenue, and a $1.5 million increase in commercial charging revenue.

Current wording

Total revenue for the three months ended March 31, 2026 increased $34.2 million, or 45%, to $109.5 million compared to $75.3 million for the three months ended March 31, 2025. As further discussed below, the increase in revenue was primarily due to a $15.9 million increase in AV and ancillary revenue, a $9.7 million increase in eXtend revenue and an $8.6 million increase in charging network revenue.

Previous wording

*Charging Revenue, Retail.*Charging revenue, retail, for the three months ended September 30, 2025 increased $8.6 million, or 32%, to $35.3 million compared to $26.7 million for the three months ended September 30, 2024. Period-over-period growth was primarily due toan overall increase in throughput volume from a greater number of customers and, to a lesser extent, increases in pricing.

Current wording

Total Charging Network. Total charging network, for the three months ended March 31, 2026 increased $8.6 million, or 18%, to $55.7 million compared to $47.1 million for the three months ended March 31, 2025. Period-over-period growth was primarily due to a $3.8 million increase in network revenue, OEM, due to increased marketing revenue, and to a lesser extent, increased breakage revenue, and a $3.8 million increase in retail charging revenue, due to an overall increase in throughput volume from a greater number of customers, and to a lesser extent, increases in pricing, and a $1.0 million increase in commercial charging revenue, due to an overall increase in throughput volume from a greater number of public fleet customers.

Previous wording

eXtend Revenue. eXtend revenue for the three months ended September 30, 2025 increased $10.0 million, or 46%, to $31.9 million compared to $21.9 million for the three months ended September 30, 2024. The increase was primarily due to a $6.1 million increase due to construction projects in process or completed, a $2.6 million increase due to hardware revenue, and a $0.5 million increase in both operating and maintenance revenue and consulting revenue.

Current wording

eXtend Revenue. eXtend revenue for the three months ended March 31, 2026 increased $9.7 million, or 41%, to $33.2 million compared to $23.5 million for the three months ended March 31, 2025. The increase was primarily due to a $6.1 million increase in construction revenue due to higher construction projects in process or completed, a $3.1 million increase due to hardware sales, and a $0.3 million increase in operating and maintenance revenue.

Previous wording

Charging Network. Charging network cost of sales for the three months ended September 30, 2025 increased $8.5 million, or 31%, to $36.1 million compared to $27.7 million for the three months ended September 30, 2024. The increase in charging network cost was primarily due to a $4.3 million increase in energy costs, driven primarily by higher throughput and a $4.2 million increase in non-energy costs resulting primarily from increased maintenance activities, rent expense and other costs due to the growth of our network.

Current wording

Charging Network. Charging network cost of sales for the three months ended March 31, 2026 increased $6.0 million, or 20%, to $35.6 million compared to $29.6 million for the three months ended March 31, 2025. The increase in charging network cost was primarily due to a $3.5 million increase in non-energy costs resulting primarily from increased maintenance activities and rent and related expenses due to the growth of our network and a $2.5 million increase in energy costs, driven primarily by higher throughput.

Previous wording

Other. Other cost of sales for the three months ended September 30, 2025 increased $7.7 million, or 35%, to $29.7 million compared to $22.0 million for the three months ended September 30, 2024. The increase in other cost of sales was primarily due to a$7.3 million increase to support our eXtend revenue and a $0.6 million increase in costs related to equipment sales, partially offset by a $0.3 million decrease in costs related to ancillary construction revenue.

Current wording

Other. Other cost of sales for the three months ended March 31, 2026 increased $24.0 million, or 118%, to $44.4 million compared to $20.4 million for the three months ended March 31, 2025. The increase in other cost of sales was primarily due to a $12.9 million increase in cost of sales related to revenue recognized from a sales-type lease arrangement with a dedicated fleet customer and an $11.0 million increase to support our eXtend revenue.

Previous wording

Depreciation, Net of Capital-Build Amortization. Depreciation, net of capital-build amortization, for the three months ended September 30, 2025 increased $2.4 million, or 21%, to $13.9 million compared to $11.5 million for the three months ended September 30, 2024 due to the growth of our charging network.

Current wording

Depreciation, Net of Capital-Build Amortization. Depreciation, net of capital-build amortization, for the three months ended March 31, 2026 increased $0.6 million, or 4%, to $16.6 million compared to $16.0 million for the three months ended March 31, 2025 due to the growth of our charging network.

Previous wording

Gross profit for the three months ended September 30, 2025 increased $6.2 million to $12.6 million, compared to $6.4 million for the three months ended September 30, 2024. Gross margin for the three months ended September 30, 2025 and 2024 was 13.6% and 9.4%, respectively.

Current wording

Gross profit for the three months ended March 31, 2026 increased $3.6 million to $13.0 million, compared to $9.3 million for the three months ended March 31, 2025. Gross margin for the three months ended March 31, 2026 and 2025 was 11.8% and 12.4%, respectively.

Previous wording

*General and Administrative Expenses.General and administrative expenses for the nine months ended September 30, 2025 increased $21.5 million, or 21%, to $122.6 million compared to $101.2 million for the nine months ended September 30, 2024. The increase was primarily driven by a $10.8 million increase in payroll costs due to an increase in headcount, a $2.8 million increase in impairment expense, and a $2.4 million increase in software costs compared to the same prior-year period. *

Current wording

General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2026 increased $7.4 million, or 19%, to $46.0 million compared to $38.6 million for the three months ended March 31, 2025. The increase was primarily driven by a $2.8 million increase in impairment expense, a $2.2 million increase in payroll costs due to an increase in headcount, a $1.1 million increase in software costs, a $0.5 million increase in HR expenses related to our annual company-wide conference, and a $0.4 million increase in bad debt expense.

Previous wording

*Depreciation, Amortization and Accretion.Depreciation, amortization and accretion expenses for the three months ended September 30, 2025 decreased $1.8 million, or 36%, to $3.2 million compared to $5.0 million for the three months ended September 30, 2024. The decrease was primarily due to *$1.3 million in decreased amortization related to intangible assets and a $0.5 million decrease in amortization related to software.

Current wording

Depreciation, Amortization and Accretion. Depreciation, amortization and accretion expenses for the three months ended March 31, 2026 decreased $0.8 million, or 19%, to $3.3 million compared to $4.1 million for the three months ended

Previous wording

During the three months ended September 30, 2025, we had an operating loss of $34.1 million, an increase of $2.3 million, or 7%, compared to $31.8 million for the three months ended September 30, 2024. Operating margin for the three months ended September 30, 2025 was negative 36.9% compared to negative 47.1% for the three months ended September 30, 2024 primarily due to improved gross margin and improved leveraging of operating expenses.

Current wording

During the three months ended March 31, 2026, we had an operating loss of $36.3 million, an improvement of $2.9 million, or 9%, compared to $33.4 million for the three months ended March 31, 2025. Operating margin for the three months ended March 31, 2026 was negative 33.2% compared to negative 44.4% for the three months ended March 31, 2025 primarily due to improved leveraging of operating expenses and to a lesser extent, a decrease in depreciation, amortization and accretion.

Previous wording

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

Current wording

Other income (expense), net, for the three months ended March 31, 2026 and 2025 was de minimis.

Previous wording

For the three months ended September 30, 2025, there was a $0.6 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $3.3 million loss for the three months ended September 30, 2024. The change between periods was primarily due to a decrease in the fair value of the warrant liabilities during the three months ended September 30, 2025 compared to an increase in the same prior year period. See “Part I, Item 1: Financial Statements – Note 11 – Fair Value Measurements” for more information.

Current wording

For the three months ended March 31, 2026, there was a $1.0 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $6.1 million gain for the three months ended March 31, 2025. The change between periods was primarily due to a decrease in the fair value of the warrant and earnout liabilities during the three months ended March 31, 2026 compared to the same prior-year period. See “Part I, Item 1: Financial Statements — Note 11 — Fair Value Measurements” for more information.

Previous wording

For the three months ended September 30, 2025, our income tax benefit was $5.2 million compared to a de minimis income tax expense amount for the three months ended September 30, 2024. The income tax benefit for the three months ended September 30, 2025 was due to the benefit realized from the net proceeds received from the transfer of EVgo OpCo’s 2024 30C tax income credits. As of September 30, 2025 and 2024, we maintained a full valuation allowance on our net deferred tax assets.

Current wording

For the three months ended March 31, 2026 and 2025, our income tax expense was de minimis. As of March 31, 2026 and 2025, we maintained a full valuation allowance on our net deferred tax assets.

Previous wording

Net loss attributable to Class A common stockholders for the nine months ended September 30, 2025 was $36.7 million, compared to $31.9 million for the nine months ended September 30, 2024. The increase was primarily driven by a decrease in net loss attributable to redeemable noncontrolling interest and an increase in interest expense, partially offset by the increased gain from the change in fair values of warrant and earnout liabilities and income tax benefit realized compared to the same prior-year period.

Current wording

Comprehensive loss attributable to Class A common stockholders for the three months ended March 31, 2026 was $16.4 million, compared to $11.4 million for the three months ended March 31, 2025. The increase was primarily driven by a $5.7 million increase in net loss attributable to redeemable noncontrolling interest, a $2.9 million increase in operating loss and a $2.5 million increase in interest expense, partially offset by a $5.1 million increase in the gain from the change in the fair values of the warrant and earnout liabilities.

Previous wording

We have a history of operating losses and negative operating cash flows. As of September 30, 2025, we had $201.1 million of cash, cash equivalents and restricted cash and working capital of $151.3 million. As of December 31, 2024, we had $120.5 million of cash, cash equivalents and restricted cash and working capital of $94.0 million. Our net cash inflow for the nine months ended September 30, 2025 was $80.6 million. We believe our cash, cash equivalents, and restricted cash on hand as of September 30, 2025 are sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months from the filing date of this Quarterly Report.

Current wording

We have a history of operating losses and negative operating cash flows. As of March 31, 2026, we had $150.0 million of cash, cash equivalents and restricted cash and working capital of $123.6 million. As of December 31, 2025, we had $210.7 million of cash, cash equivalents and restricted cash and working capital of $161.2 million. Our net cash outflow for the three months ended March 31, 2026 was $60.7 million. We believe our cash, cash equivalents, and restricted cash on hand as of March 31, 2026 are sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months from the filing date of this Quarterly Report.

Previous wording

On December 12, 2024, Swift Borrower entered into the Guarantee Agreement with the DOE as guarantor. See Part I, Item 1,“Financial Statements — Note 8 — Long-Term Debt” for additional information. The DOE Loan is structured as a senior secured loan facility of up to $1.248 billion, consisting of $1.05 billion of principal and up to $193 million of capitalized interest. The DOE Loan provides that Swift Borrower may draw on the DOE Loan, each such draw, an Advance, at any time during the Availability Period. Advances under the DOE Loan are subject to the satisfaction of customary conditions, including certification of compliance with the loan documents and specified legal requirements and the ongoing accuracy of representations and warranties. As the current administration continues to review and adopt policies that impact the EV sector, there is a risk that changes in regulatory, executive or legislative policy could result in delays or otherwise unduly affect our ability to obtain further Advances under the DOE Loan. In October 2025, Swift Borrower received an advance of $40.9 million.

Current wording

On December 12, 2024, Swift Borrower entered into the Guarantee Agreement with the DOE as guarantor. See Part I, Item 1,“Financial Statements — Note 8 — Long-Term Debt” for additional information. The DOE Loan is structured as a senior secured loan facility of up to $1.248 billion, consisting of $1.05 billion of principal and up to $193 million of capitalized interest. The DOE Loan provides that 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.

Previous wording

As of September 30, 2025, Swift Borrower has $960.2 million of principal remaining available to it that it can borrow, subject to the satisfaction of customary conditions. All proceeds from the DOE Loan will be used to reimburse us for up to 80% of certain costs associated with the construction, installation and deployment of approximately 7,500 new DC Stalls nationwide. At the closing of the DOE Loan, we contributed 1,594 DC Stalls from our existing public network to Swift Borrower as collateral and we may be required to contribute additional DC Stalls or cash to Swift Borrower from time to time. We, through our subsidiary, EVgo Services, will provide charge point operator services to Swift Borrower for the duration of the DOE Loan. Cash received from revenues generated from the contributed DC Stalls is restricted to ensure that we have sufficient funds to keep the contributed stations operational and make our required debt service and fee payments.

Current wording

All proceeds from the DOE Loan will be used to reimburse us for up to 80% of certain costs associated with the construction, installation and deployment of approximately 7,500 new DC Stalls nationwide. At the closing of the DOE Loan, we contributed 1,594 DC Stalls from our existing public network to Swift Borrower as collateral and we may be required to contribute additional DC Stalls or cash to Swift Borrower from time to time. We, through our subsidiary, EVgo Services, will provide charge point operator services to Swift Borrower for the duration of the DOE Loan. Cash received from revenues generated from the contributed DC Stalls is restricted to ensure that we have sufficient funds to keep the contributed stations operational and make our required debt service and fee payments.

Previous wording

On July 23, 2025, Voyager Borrower entered into the Credit Agreement. The Credit Agreement provides for a term facility of up to $300 million, consisting of (i) the Commitment and (ii) the Incremental Commitment. Voyager Borrower may make Borrowings under the Credit Agreement at any time during the Voyager Availability Period. Borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including contribution to Voyager Borrower by EVgo Services of the EV fast charging stalls to which the applicable Borrowing relates, delivery of a Borrowing notice and the ongoing accuracy of certain representations and warranties. Voyager Borrower submitted its first request for a Borrowing of approximately $48.4 million on the Voyager Closing Date and received such Borrowing on July 24, 2025.

Current wording

On July 23, 2025, Voyager Borrower entered into the Credit Agreement. The Credit Agreement provides for a term facility of up to $300 million, consisting of (i) the Commitment and (ii) the Incremental Commitment. Voyager Borrower may make Borrowings under the Credit Agreement at any time during the Voyager Availability Period. Borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including contribution to Voyager Borrower by EVgo Services of the EV fast charging stalls to which the applicable Borrowing relates, delivery of a Borrowing notice and the ongoing accuracy of certain representations and warranties.

Previous wording

Beginning on the last business day of the first full calendar quarter to occur after the Voyager Closing Date, Voyager Borrower will be required to make quarterly payments of principal and/or interest to the Lenders. Loans under the Credit Agreement may, at the election of Voyager Borrower, be in the form of a SOFR Loan or an ABR Loan (each as defined in the Credit Agreement). SOFR Loans bear interest a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus (i) 3.250% for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 3.500% for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter. ABR Loans bear interest at a rate per annum equal to ABR (as defined in the Credit Agreement) plus (i) 2.250% for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 2.500% for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter. Subject to certain conditions, including the existence of no events of default, Voyager Borrower may voluntarily prepay any or all of the principal outstanding under the Credit Agreement. Additionally, upon the occurrence of certain mandatory prepayment events set forth in the Credit Agreement, Voyager Borrower may be required to prepay certain amounts outstanding under the Credit Agreement. Voyager Borrower’s obligations to the Lenders under the Credit Agreement are required to be secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of Voyager Borrower and the equity interests of Voyager Borrower.

Current wording

Loans under the Credit Agreement may, at the election of Voyager Borrower, be in the form of a SOFR Loan or an ABR Loan (each as defined in the Credit Agreement). SOFR Loans bear interest a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus (i) 3.25% for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 3.50% for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter. ABR Loans bear interest at a rate per annum equal to ABR (as defined in the Credit Agreement) plus (i) 2.25% for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 2.50% for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter. Voyager Borrower began making quarterly interest payments in the year ended December 31, 2025.

Previous wording

The Company has historically benefitted from the availability of 30C income tax credits, which effectively subsidizes the cost of placing our charging stations in service. The IRA revised the 30C income tax credits to extend the credit until December 31, 2032, introduce the concept of transferability of such tax credits, expand the credit such that it is capped at $100,000 per item and increase eligibility requirements to require installation of EV charging stations in certain census tracts along with meeting prevailing wage and apprenticeship requirements, among other changes. The OBBBA accelerated the phase-out of IRA credits and 30C income tax credits are now scheduled to expire on June 30, 2026 for any property placed in service after that date. In August 2025, the Company transferred EVgo OpCo’s 2024 30C income tax credits fornet cash proceeds of approximately $14.8 million.

Current wording

The Company has historically benefitted from the availability of 30C income tax credits, which effectively subsidizes the cost of placing our charging stations in service. The IRA revised the 30C income tax credits to extend the credit until December 31, 2032, introduce the concept of transferability of such tax credits, expand the credit such that it is capped at $100,000 per item and increase eligibility requirements to require installation of EV charging stations in certain census tracts along with meeting prevailing wage and apprenticeship requirements, among other changes. The OBBBA accelerated the phase-out of IRA credits and 30C income tax credits are now scheduled to expire on June 30, 2026 for any property placed in service after that date. The Company transferred did not transfer any 30C income tax credits during the three months ended March 31, 2026.

Previous wording

the option, at our election, to increase the number of chargers purchased to 1,100. Under the terms of the Purchase Order, we are required to make full payment on such chargers within 60 days of receipt. 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 entered into the Delta Charger Supply Agreement and Purchase Order in order to meet our obligations under the Pilot Infrastructure Agreement, other potential contractual commitments and our own needs and we intend to fund the capital expenditure required under the Delta Charger Supply Agreement and Purchase Order with proceeds from the Pilot Infrastructure Agreement as well as cash, cash equivalents and restricted cash on hand.

Current wording

In July 2022, we entered into the Delta Charger Supply Agreement and the Purchase Order with Delta, pursuant to which we will purchase and Delta will sell EV chargers manufactured by Delta from time to time in specified quantities at certain delivery dates over a period of four years. We are obligated to purchase at least 1,000 chargers (which will enable the construction of 2,000 stalls) pursuant to the Delta Charger Supply Agreement and the Purchase Order with the option, at our election, to increase the number of chargers purchased to 1,100. 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. We entered into the Delta Charger Supply Agreement and Purchase Order in order to meet our obligations under the Pilot Infrastructure Agreement, other potential contractual commitments and our own needs and we intend to fund the capital expenditure required under the Delta Charger Supply Agreement and Purchase Order with proceeds from the Pilot Infrastructure Agreement as well as cash, cash equivalents and restricted cash on hand.

Previous wording

Cash used in investing activities for the nine months ended September 30, 2025 was $67.3 million, compared to $70.9 million for the nine months ended September 30, 2024. The decrease was primarily driven by a decrease in capital expenditures.

Current wording

Cash used in investing activities for the three months ended March 31, 2026 was $30.6 million, compared to $15.0 million for the three months ended March 31, 2025. The decrease was primarily driven by an increase in capital expenditures compared to the prior year.

Previous wording

Cash provided by financing activities for the nine months ended September 30, 2025 was $166.9 million compared to $9.6 million for the nine months ended September 30, 2024. The increase was driven primarily by $153.5 million in proceeds from long-term debt and a $9.6 million contribution received from our redeemable noncontrolling interest received during the nine months ended September 30, 2025 compared to the same prior-year period.

Current wording

Cash provided by financing activities for the three months ended March 31, 2026 was $5.2 million compared to $75.3 million for the three months ended March 31, 2025. The decrease was driven primarily by a $71.9 million change in proceeds from long-term debt, partially offset by a $1.3 million increase in proceeds from capital-build funding and a $1.2 million increase in in payments of deferred debt issuance costs compared to the same prior-year period.

Previous wording

Our working capital as of September 30, 2025 was $151.3 million, compared to $94.0 million as of December 31, 2024. The increase was driven primarily by a $64.1 million increase in cash and cash equivalents, a$16.1 million increase in prepaids and other current assets, and an $8.9 million increase in restricted cash, current, partially offset by a $15.4 million increase in accrued liabilities, a $5.8 million decrease in accounts receivable, net, and a $3.9 million decrease in accounts receivable, capital-build.

Current wording

Our working capital as of March 31, 2026 was $123.6 million, compared to $161.2 million as of December 31, 2025. The decrease was driven primarily by a $62.8 million decrease in cash and cash equivalents and restricted cash, current, partially offset by a $20.0 million decrease in accrued liabilities.

Previous wording

As a lessor, we enter into agreements to lease charging equipment, charging stations and other technical installations to third parties. At the inception of a lease contract, we determine whether it is an operating, sales-type or direct financing lease. The leases generally provide for fixed monthly payments and sometimes include provisions for contingent variable rent. Fixed payments received under lease agreements for lease components of operating leases are recognized on a straight-line basis over the lease term and are reported in ancillary revenue in the condensed consolidated statements of operations.

Current wording

As a lessor, we enter into agreements to lease charging equipment, charging stations and other technical installations to third parties. At the inception of a lease contract, we determine whether it is an operating, sales-type or direct financing lease. The leases generally provide for fixed monthly payments and sometimes include provisions for contingent variable rent. Fixed payments received under lease agreements for lease components of operating leases are recognized on a straight-line basis over the lease term and are reported in AV and ancillary revenue in the condensed consolidated statements of comprehensive loss.

Previous wording

Income (loss) on sales associated with sales-type leases are recognized when control of the underlying asset is transferred to the lessee (“commencement date”) and collection of the lease payments is considered probable. The income (loss) on sale is calculated as (1) the fair value of the underlying asset (or the sum of the lease receivables and any prepaid lease payments by lessee, if lower) (“sales price”); minus (2) the carrying amount of the underlying asset net of any unguaranteed residual asset; minus (3) any deferred initial direct costs of the lessor (2 and 3 are collectively referred to as the “cost of sales”). The sales price is reported in ancillary revenue and the cost of sales is reported in other cost of sales in the condensed consolidated statements of operations.

Current wording

Income (loss) on sales associated with sales-type leases are recognized when control of the underlying asset is transferred to the lessee (“commencement date”) and collection of the lease payments is considered probable. The income (loss) on sale is calculated as (1) the fair value of the underlying asset (or the sum of the lease receivables and any prepaid lease payments by lessee, if lower) (“sales price”); minus (2) the carrying amount of the underlying asset net of any unguaranteed residual asset; minus (3) any deferred initial direct costs of the lessor (2 and 3 are collectively referred to as the “cost of sales”). The sales price is reported in AV and ancillary revenue and the cost of sales is reported in other cost of sales in the condensed consolidated statements of comprehensive loss.

Previous wording

At contract inception, we determine whether we satisfy the performance obligation over time or at a point in time. Revenues from charging — OEM are primarily recognized ratably over time or as fee-bearing usage occurs. Revenues from charging — retail, charging — commercial and LCFS are usage-based services and recognized over time or at a point in time upon the delivery of the charging products or services. eXtend and ancillary revenues are recognized over time based on a time-based or cost-based approach or at a point in time as performance obligations are satisfied.

Current wording

At contract inception, we determine whether we satisfy the performance obligation over time or at a point in time. Revenues from charging — OEM are primarily recognized ratably over time or as fee-bearing usage occurs. Revenues from charging — retail, charging — commercial and LCFS are usage-based services and recognized over time or at a point in time upon the delivery of the charging products or services. eXtend and AV and ancillary revenues are recognized over time based on a time-based or cost-based approach or at a point in time as performance obligations are satisfied.

Previous wording

For a discussion of our recently adopted accounting pronouncements, see Part I, Item 1,“Financial Statements — Note 2 — Summary of Significant Accounting Policies” as of and for the three and nine months ended September 30, 2025 and 2024.

Current wording

For a discussion of our recently adopted accounting pronouncements, see Part I, Item 1,“Financial Statements — Note 2 — Summary of Significant Accounting Policies” as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

March 31, 2025. The decrease was primarily due to $0.8 million in decreased amortization related to intangible assets, a $0.3 million decrease in amortization related to software, and a $0.2 million decrease in accretion.

Current report — wording carried from elsewhere

Subject to certain conditions, including the existence of no events of default, Voyager Borrower may voluntarily prepay any or all of the principal outstanding under the Credit Agreement. Additionally, upon the occurrence of certain mandatory prepayment events set forth in the Credit Agreement, Voyager Borrower may be required to prepay certain amounts outstanding under the Credit Agreement. Voyager Borrower’s obligations to the Lenders under the Credit Agreement are required to be secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of Voyager Borrower and the equity interests of Voyager Borrower.
Rearranged previous paragraphs (10)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Net Loss Attributable to Class A Common Stockholders

Previous report — wording carried elsewhere

Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Previous report — wording carried elsewhere

The table below presents our results of operations:

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Changes in Fair Values of Warrant and Earnout Liabilities

Previous report — wording carried elsewhere

For nine months ended September 30, 2025, there was a $6.8 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $0.6 million loss for the nine months ended September 30, 2024. The change between periods was primarily due to a decrease in the fair value of the warrant and earnout liabilities during the nine months ended September 30, 2025 compared to an increase in the same prior-year period.

Previous report — wording carried elsewhere

Net Loss Attributable to Class A Common Stockholders

Previous report — wording carried elsewhere

In July 2022, we entered into the Delta Charger Supply Agreement and the Purchase Order with Delta, pursuant to which we will purchase and Delta will sell EV chargers manufactured by Delta from time to time in specified quantities at certain delivery dates over a period of four years. We are obligated to purchase at least 1,000 chargers (which will enable the construction of 2,000 stalls) pursuant to the Delta Charger Supply Agreement and the Purchase Order with