EVgo (EVGO) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents the company's unaudited condensed consolidated financial statements and detailed accounting notes Condensed Consolidated Balance Sheets Balance Sheet Summary | Metric | Dec 31, 2024 (in thousands) | Jun 30, 2025 (in thousands) | Change (in thousands) | % Change | | :----- | :-------------------------- | :-------------------------- | :-------------------- | :------- | | Total Assets | $803,761 | $864,657 | $60,896 | 7.6% | | Total Liabilities | $360,030 | $464,077 | $104,047 | 28.9% | | Cash and cash equivalents | $117,273 | $154,468 | $37,195 | 31.7% | | Restricted cash, current | $3,239 | $22,425 | $19,186 | 592.3% | | Long-term debt | $0 | $96,540 | $96,540 | N/A | Condensed Consolidated Statements of Operations Statement of Operations Summary | Metric (in thousands) | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | % Change (YoY) | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | % Change (YoY) | | :-------------------- | :-------------------------- | :-------------------------- | :------------- | :-------------------------- | :-------------------------- | :------------- | | Total revenue | $98,030 | $66,619 | 47.1% | $173,317 | $121,777 | 42.3% | | Total cost of sales | $84,122 | $60,221 | 39.7% | $150,086 | $108,538 | 38.3% | | Gross profit | $13,908 | $6,398 | 117.4% | $23,231 | $13,239 | 75.5% | | Operating loss | $(30,812) | $(32,387) | 4.9% | $(64,212) | $(64,757) | 0.8% | | Net loss attributable to Class A common stockholders | $(12,998) | $(10,377) | (25.2)% | $(24,360) | $(20,210) | (20.5)% | | Net loss per share (basic and diluted) | $(0.10) | $(0.10) | 0.0% | $(0.18) | $(0.19) | 5.3% | Condensed Consolidated Statements of Stockholders' Deficit Stockholders' Deficit Summary | Metric (in thousands) | Dec 31, 2024 | Jun 30, 2025 | Change | | :-------------------- | :----------- | :----------- | :----- | | Total stockholders' deficit | $(256,109) | $(230,140) | $25,969 | | Accumulated deficit | $(256,139) | $(230,170) | $25,969 | | Share-based compensation (6 months) | N/A | $13,408 | N/A | | Net loss (6 months) | N/A | $(24,360) | N/A | Condensed Consolidated Statements of Cash Flows Cash Flow Summary | Metric (in thousands) | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | Change | | :-------------------- | :-------------------------- | :-------------------------- | :----- | | Net cash provided by (used in) operating activities | $3,843 | $(6,526) | $10,369 | | Net cash used in investing activities | $(41,167) | $(45,115) | $3,948 | | Net cash provided by financing activities | $100,189 | $5,231 | $94,958 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $62,865 | $(46,410) | $109,275 | | Cash, cash equivalents and restricted cash, end of period | $183,377 | $162,736 | $20,641 | Notes to Condensed Consolidated Financial Statements Note 1 — Description of Business and Nature of Operations - EVgo Inc. owns and operates a public direct current (DC) fast charging network for electric vehicles (EVs) in the United States[99] - The company operates under an "Up-C" structure, consolidating EVgo OpCo's financial results and recording a redeemable noncontrolling interest for units owned by EVgo Holdings[104] Note 2 — Summary of Significant Accounting Policies - The company operates in one operating and reportable segment, with financial information reviewed on a consolidated basis by the CEO[118][119] - Cash and restricted cash balances include $28.4 million ($6.5 million noncurrent) associated with a DOE loan guarantee as of June 30, 2025, and $0.4 million in unused letters of credit[115] - The adoption of ASU 2024-01 (Compensation – Stock Compensation) on January 1, 2025, had no impact on the condensed consolidated financial statements[120] - New ASUs (2023-09, 2024-03, 2025-05) related to income tax disclosures, expense disaggregation, and credit losses are being evaluated for future impact[121][122][123] Note 3 — Revenue Recognition - Deferred revenue of $86.971 million is anticipated to be recognized by December 31, 2029, with $10.365 million in 2025[125] - $19.0 million in consideration received for charging credits is expected to be recognized as revenue over the next 2.8 years[125] Contract Balances | Metric (in thousands) | Jun 30, 2025 | Dec 31, 2024 | Change | % Change | | :-------------------- | :----------- | :----------- | :----- | :------- | | Contract assets | $4,102 | $1,383 | $2,719 | 197% | | Contract liabilities | $116,499 | $116,724 | $(225) | 0% | Note 4 — Lease Accounting - The company recognized a gross margin of $2.5 million from sales-type lease arrangements for charging equipment and stations during the three and six months ended June 30, 2025[133] Lease Costs | Lease Costs (in thousands) | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Operating lease costs | $4,433 | $3,810 | $8,913 | $7,323 | | Variable lease costs | $686 | $709 | $1,229 | $1,179 | | Total lease costs | $5,119 | $4,529 | $10,142 | $8,502 | Lessor Income | Lessor Income (in thousands) | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :--------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Operating lease income | $1,459 | $746 | $3,530 | $1,309 | | Sublease income | $71 | $213 | $108 | $480 | | Total operating lease income | $1,530 | $959 | $3,638 | $1,789 | Note 5 — Property, Equipment and Software, Net Property, Equipment and Software Breakdown | Metric (in thousands) | Jun 30, 2025 | Dec 31, 2024 | Change | | :-------------------- | :----------- | :----------- | :----- | | Total property, equipment and software | $603,136 | $567,992 | $35,144 | | Less accumulated depreciation and amortization | $(187,422) | $(153,024) | $(34,398) | | Property, equipment and software, net | $415,714 | $414,968 | $746 | Depreciation, Amortization, and Impairment | Depreciation, Amortization, Impairment (in thousands) | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :---------------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Depreciation of property and equipment (cost of sales) | $17,527 | $13,379 | $36,370 | $25,754 | | Impairment expense | $3,713 | $1,756 | $4,616 | $4,061 | Note 6 — Intangible Assets, Net - Amortization of intangible assets was $3.9 million for the six months ended June 30, 2025, down from $5.2 million in the prior year[136] Intangible Asset Summary | Intangible Asset (in thousands) | Net Carrying Value (Jun 30, 2025) | Remaining Weighted Average Amortization Period | | :------------------------------ | :-------------------------------- | :------------------------------------------- | | Site Host relationships | $22,619 | 6.6 years | | Developed technology | $8,830 | 9.0 years | | Trade name | $3,361 | 11.0 years | | User base | $67 | 0.1 years | | Total Intangible Assets, net | $34,877 | N/A | Note 7 — Asset Retirement Obligations Asset Retirement Obligation Rollforward | Metric (in thousands) | Jun 30, 2025 | | :-------------------- | :----------- | | Beginning balance | $23,793 | | Liabilities incurred | $834 | | Accretion expense | $1,306 | | Change in estimate | $923 | | Liabilities settled | $(1,259) | | Ending balance | $25,597 | Note 8 — Long-Term Debt - As of June 30, 2025, the outstanding balance under the DOE Loan was $96.5 million, including $2.4 million in paid-in-kind interest[139] - Swift Borrower has $960.2 million of principal remaining available to borrow under the Guarantee Agreement[139] - The weighted average interest rate on borrowings for the six months ended June 30, 2025, was 5.80%[140] Note 9 — Equity - EVgo has $183.5 million of remaining capacity under its ATM Program to sell Class A common stock[142] Note 10 — Commitments and Contingencies - EVgo is committed to building, operating, and maintaining up to 2,000 DC charger stalls for Pilot Company and GM under the Pilot Infrastructure Agreement[143] - EVgo is required to purchase a minimum of 1,000 chargers from Delta under the Delta Charger Supply Agreement, with a liability capped at the greater of $30.0 million or 50% of outstanding firm orders[146][314] - Under the GM Agreement, EVgo must install 2,850 charger stalls by June 30, 2028; as of June 30, 2025, 42 stalls were left to meet the quarterly milestone, with potential liquidated damages estimated at $3.9 million if milestones are not met[149][150] - As of June 30, 2025, EVgo had $61.6 million in outstanding purchase order commitments for charging equipment, with $58.2 million being short-term[158] Note 11 — Fair Value Measurements - The fair value of long-term debt was $98.1 million as of June 30, 2025, compared to a carrying value of $96.5 million, using Level 3 inputs[162] Liabilities Measured at Fair Value | Metric (in thousands) | Jun 30, 2025 | Dec 31, 2024 | | :-------------------- | :----------- | :----------- | | Earnout liability | $374 | $942 | | Warrant liability — Public Warrants | $3,289 | $7,987 | | Warrant liability — Private Placement Warrants | $747 | $1,753 | | Total liabilities at fair value | $4,410 | $10,682 | Note 12 — Income Taxes - EVgo maintains a full valuation allowance on its net deferred tax assets as of June 30, 2025, due to significant uncertainty regarding future realization of tax benefits[166] - The One Big Beautiful Bill Act (OBBBA), enacted July 4, 2025, will terminate federal EV purchase incentives after September 30, 2025, and alternative fuel tax credits for locations placed in service after June 30, 2026, but is not expected to materially impact EVgo's financial statements due to the existing valuation allowance[168] Note 13 — Tax Receivable Agreement Liability - EVgo's Tax Receivable Agreement (TRA) requires payments of 85% of net cash tax savings to TRA Holders from tax basis increases[170] - As of June 30, 2025, an unrecorded tax liability related to a December 2024 redemption is estimated at $33.8 million, but no amounts have been accrued as the liability is not deemed probable[172] Note 14 — Share-Based Compensation - As of June 30, 2025, 26,739,853 shares of Class A common stock were available for grant under the 2021 Long Term Incentive Plan[176] - Unrecognized share-based compensation expense for RSUs was $28.5 million (weighted average period of 1.5 years), for MSUs was $1.2 million (1.5 years), and for PSUs was $6.7 million (2.3 years)[178][180][184] Share-Based Compensation Expense | Metric (in thousands) | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total share-based compensation expense | $7,031 | $5,402 | $12,525 | $10,103 | Note 15 — Net Loss Per Share - 37.699 million potentially dilutive securities (warrants, RSUs, MSUs, PSUs, unvested Earnout Shares) were excluded from diluted EPS calculations for the six months ended June 30, 2025, as their inclusion would be antidilutive[189] Net Loss Per Share Calculation | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net loss attributable to Class A common stockholders, basic and diluted | $(12,928) | $(10,307) | $(24,229) | $(20,073) | | Net loss per share to Class A common stockholders, basic and diluted | $(0.10) | $(0.10) | $(0.18) | $(0.19) | Note 16 — Redeemable Noncontrolling Interest - EVgo Holdings' interest in EVgo OpCo decreased from 56.9% to 56.4% between December 31, 2024, and June 30, 2025, due to a Secondary Offering and redemption of 23,000,000 EVgo OpCo Units[193] Redeemable Noncontrolling Interest Rollforward | Metric (in thousands) | Jun 30, 2025 | | :-------------------- | :----------- | | Balance as of December 31, 2024 | $699,840 | | Net loss attributable to redeemable noncontrolling interest | $(31,688) | | Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end | $(37,450) | | Balance as of June 30, 2025 | $630,720 | Note 17 – Subsequent Events - On July 23, 2025, EVgo Voyager Borrower LLC secured a $300 million term loan facility, with an initial borrowing of $48.4 million on July 24, 2025, to support the buildout of over 1,900 EV charging stalls[196][197] - In August 2025, the company transferred its 2024 30C income tax credits for approximately $17.4 million in gross cash proceeds[200] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on financial condition, operational performance, and key business factors Overview - EVgo operates over 1,100 fast charging stations across more than 40 states, providing public EV fast charging infrastructure[202] - Core revenue streams include charging services (retail, commercial, OEM), infrastructure build commitments, marketing, data, software services, and regulatory credit sales[203] Key Components of Results of Operations - Revenue is generated from retail, commercial, and OEM charging, eXtend services (hardware, design, construction, O&M), ancillary services (dedicated fleet solutions, software, data), and regulatory credit sales[205][206] - Cost of sales includes energy usage, site O&M, network charges, warranty/repair for charging network, and costs for eXtend and dedicated charging businesses[208] - Operating expenses comprise general and administrative costs (payroll, IT, customer service, professional services) and depreciation/amortization/accretion for non-charging equipment assets[211][212] Key Performance Indicators Key Metrics (YoY) | Metric | Jun 30, 2025 | Jun 30, 2024 | % Change (YoY) | | :------------------------------------------------ | :----------- | :----------- | :------------- | | Network throughput on the EVgo Public Network (GWh) for the three months ended | 88 | 65 | 35.4% | | Network throughput on the EVgo Public Network (GWh) for the six months ended | 172 | 117 | 47.0% | | Number of DC Stalls on the EVgo Public Network (in thousands) as of | 3.5 | 3.1 | 12.9% | Factors Affecting Our Operating Results - Revenue growth is highly dependent on the widespread adoption of passenger and commercial EVs, which drives demand for charging infrastructure and services[224] - The EV charging industry is highly competitive, with factors including charger count, location, reliability, charging speed, software offerings, and pricing influencing market share[226] - Geopolitical events, trade policies (tariffs), inflation, and supply chain disruptions can increase costs for equipment and personnel, impacting capital expenditures and operating costs[230][231] - Government incentives (rebates, tax credits, low-cost funding) are crucial but face risks of expiration, reduction, or termination, with the OBBBA accelerating the phase-out of federal EV purchase incentives and 30C tax credits[232][234] - Technology risks include the need to integrate with evolving EV ecosystem components and adapt to new charging standards like SAE J3400 (NACS), requiring ongoing investment[237] - Sales of regulatory credits (e.g., LCFS) are subject to market price volatility and continued governmental support, with potential impacts from program modifications[239] Results of Operations for the Three Months Ended June 30, 2025 and 2024 - The increase in retail charging revenue was due to higher pricing and increased throughput volume from more customers[246] - Ancillary revenue growth was primarily driven by $5.3 million from a sales-type lease arrangement with a dedicated fleet customer[252] - Charging network cost of sales increased by $9.5 million (41%) due to a $5.9 million increase in energy costs from higher throughput and a $2.2 million increase in maintenance costs[253] Revenue by Stream (Q2) | Revenue Stream (in thousands) | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | Change | % Change | | :---------------------------- | :-------------------------- | :-------------------------- | :----- | :------- | | Charging, retail | $32,779 | $22,336 | $10,443 | 47% | | Charging, commercial | $8,573 | $6,176 | $2,397 | 39% | | Charging, OEM | $7,908 | $3,638 | $4,270 | 117% | | Regulatory credit sales | $2,450 | $1,749 | $701 | 40% | | Network, OEM | $118 | $1,627 | $(1,509) | (93)% | | eXtend | $37,385 | $27,667 | $9,718 | 35% | | Ancillary | $8,817 | $3,426 | $5,391 | 157% | | Total revenue | $98,030 | $66,619 | $31,411 | 47% | Financial Performance (Q2) | Financial Performance (in thousands) | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | Change | % Change | | :--------------------------------- | :-------------------------- | :-------------------------- | :----- | :------- | | Gross profit | $13,908 | $6,398 | $7,510 | 117% | | Gross margin | 14.2% | 9.6% | 4.6 pp | N/A | | Operating loss | $(30,812) | $(32,387) | $1,575 | 5% | | Operating margin | (31.4)% | (48.6)% | 17.2 pp | N/A | | Net loss attributable to Class A common stockholders | $(12,998) | $(10,377) | $(2,621) | (25)% | Results of Operations for the Six Months Ended June 30, 2025 and 2024 - Retail charging revenue increased due to higher throughput volume from a greater number of customers and more throughput per customer[271] - eXtend revenue increased primarily due to $10.4 million from more construction projects in process or completed[276] - Charging network cost of sales increased by $20.4 million (49%) due to a $13.2 million increase in energy costs from higher throughput[278] Revenue by Stream (H1) | Revenue Stream (in thousands) | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | Change | % Change | | :---------------------------- | :-------------------------- | :-------------------------- | :----- | :------- | | Charging, retail | $62,794 | $40,662 | $22,132 | 54% | | Charging, commercial | $16,356 | $11,283 | $5,073 | 45% | | Charging, OEM | $13,166 | $6,370 | $6,796 | 107% | | Regulatory credit sales | $5,236 | $3,783 | $1,453 | 38% | | Network, OEM | $1,374 | $5,050 | $(3,676) | (73)% | | eXtend | $60,873 | $46,818 | $14,055 | 30% | | Ancillary | $13,518 | $7,811 | $5,707 | 73% | | Total revenue | $173,317 | $121,777 | $51,540 | 42% | Financial Performance (H1) | Financial Performance (in thousands) | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | Change | % Change | | :--------------------------------- | :-------------------------- | :-------------------------- | :----- | :------- | | Gross profit | $23,231 | $13,239 | $9,992 | 75% | | Gross margin | 13.4% | 10.9% | 2.5 pp | N/A | | Operating loss | $(64,212) | $(64,757) | $545 | 1% | | Operating margin | (37.0)% | (53.2)% | 16.2 pp | N/A | | Net loss attributable to Class A common stockholders | $(24,360) | $(20,210) | $(4,150) | (21)% | Non-GAAP Financial Measures - Adjusted EBITDA improved significantly, reducing the loss by 48.2% to $(7.862) million for the six months ended June 30, 2025, compared to $(15.189) million in the prior year[301] Non-GAAP Metrics (H1) | Non-GAAP Metric (in thousands) | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | Change | % Change | | :----------------------------- | :-------------------------- | :-------------------------- | :----- | :------- | | Charging Network Gross Profit | $36,772 | $25,382 | $11,390 | 44.9% | | Charging Network Gross Margin | 37.2% | 37.8% | (0.6) pp | N/A | | Adjusted Gross Profit | $53,729 | $34,945 | $18,784 | 53.8% | | Adjusted Gross Margin | 31.0% | 28.7% | 2.3 pp | N/A | | Adjusted EBITDA | $(7,862) | $(15,189) | $7,327 | 48.2% | | Adjusted EBITDA Margin | (4.5)% | (12.5)% | 8.0 pp | N/A | | Capital Expenditures, Net of Capital Offsets | $25,267 | $27,346 | $(2,079) | (7.6)% | Liquidity and Capital Resources - Cash provided by operating activities was $3.8 million for the six months ended June 30, 2025, a significant improvement from cash used in the prior year[318] - Cash provided by financing activities increased to $100.2 million, primarily due to $94.2 million in proceeds from long-term debt[320] - The company believes its current cash and equivalents are sufficient to meet working capital and capital expenditure requirements for at least the next twelve months[303] Liquidity Summary | Metric (in thousands) | Jun 30, 2025 | Dec 31, 2024 | Change | | :-------------------- | :----------- | :----------- | :----- | | Cash, cash equivalents and restricted cash | $183,377 | $120,512 | $62,865 | | Working capital | $134,200 | $94,000 | $40,200 | DOE Loan - The DOE Loan facility is for up to $1.248 billion, comprising $1.05 billion principal and up to $193 million capitalized interest[305] - As of June 30, 2025, $960.2 million of principal remains available to borrow under the DOE Loan[306] - Loan proceeds will reimburse up to 80% of costs for approximately 7,500 new DC stalls, with interest fixed at the applicable long-dated U.S. Treasury rate plus a ~1.2% spread, maturing January 7, 2042[306][307] Credit Agreement - On July 23, 2025, EVgo Voyager Borrower LLC entered into a Credit Agreement for a $300 million term facility ($225 million committed, $75 million uncommitted)[309] - An initial borrowing of approximately $48.4 million was received on July 24, 2025, to reimburse 60% of costs for over 1,900 stalls (1,500 new, 400 existing)[309][310] - Loans bear interest at Term SOFR plus 3.250%-3.500% or ABR plus 2.250%-2.500%, with quarterly principal/interest payments starting after the first full calendar quarter post-closing, and a maturity date of July 23, 2030[311] 30C Credits - The OBBBA accelerated the expiration of 30C income tax credits to June 30, 2026, for property placed in service after that date, despite the IRA's previous extension to December 31, 2032[312] - In August 2025, EVgo transferred its 2024 30C income tax credits for gross cash proceeds of approximately $17.4 million[312] Delta Charger Supply Agreement - EVgo is obligated to purchase a minimum of 1,000 chargers (with an option for 1,100) from Delta under the Delta Charger Supply Agreement[313][314] - The liability under the Purchase Order is capped at the greater of $30.0 million or 50% of the value of any outstanding firm orders[314] Tax Receivable Agreement - The TRA requires EVgo to pay TRA Holders 85% of net cash tax savings from tax basis increases, with payments expected to be substantial[315] - Early termination of the TRA, or failure to make payments, could significantly impact EVgo's cash availability, liquidity, or ability to consummate a change of control, with deferred payments accruing interest[315] Critical Accounting Policies and Estimates - Revenue recognition involves complex judgments in determining distinct performance obligations, allocating transaction prices based on relative standalone selling prices (SSPs), and assessing the timing and method of recognition[331][333][334] - Lease accounting requires determining whether a lease is operating, sales-type, or direct financing at inception, with income/loss recognized based on the lease type and transfer of asset control[327][328] JOBS Act - EVgo, as an EGC, delays adoption of new accounting standards and has reduced disclosure requirements, but will no longer qualify as an SRC as of July 1, 2025[337][340] - The company expects to rely on SRC exemptions through its 2025 Form 10-K but will be subject to Section 404(b) auditor attestation for internal controls over financial reporting for the fiscal year ending December 31, 2025[340][347] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company is exempt from market risk disclosures due to its Smaller Reporting Company (SRC) status - EVgo is not required to provide quantitative and qualitative disclosures about market risk due to its status as a Smaller Reporting Company (SRC)[341] Item 4. Controls and Procedures Management concludes disclosure controls were ineffective due to a material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness in internal control over financial reporting[343] - The material weakness stems from an ineffective information and communication process, impacting the completeness and accuracy of underlying data and reports, and process-level/general IT controls[349] - Despite the material weakness, management believes the condensed consolidated financial statements fairly present the company's financial position, results of operations, and cash flows[344] - EVgo will be subject to auditor attestation on the effectiveness of its internal controls over financial reporting for the fiscal year ending December 31, 2025, as it will no longer qualify as an emerging growth company[347] PART II. OTHER INFORMATION Item 1. Legal Proceedings The company is not currently involved in any material legal proceedings - EVgo is not currently a party to any material legal proceedings[351] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the Annual Report - There have been no material changes to the risk factors disclosed in the Annual Report[352] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section is not applicable for the reporting period - Not applicable[353] Item 3. Defaults Upon Senior Securities This section is not applicable for the reporting period - Not applicable[354] Item 4. Mine Safety Disclosures This section is not applicable for the reporting period - Not applicable[355] Item 5. Other Information No Section 16 officers adopted, modified, or terminated any Rule 10b5-1 trading arrangements - No Section 16 officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[356] Item 6. Exhibits This section lists all exhibits filed with the Quarterly Report - The exhibit index includes the company's Third Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Specimen Class A Common Stock Certificate, Specimen Warrant Certificate, Warrant Agreement, and certifications (302 and 906) required by the Sarbanes-Oxley Act[360] Signatures The report is formally signed by the Chief Executive Officer and Chief Financial Officer - The report was signed by Badar Khan (CEO) and Paul Dobson (CFO) on August 5, 2025[366]