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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Transition Period From To

Commission file number: 001-39572

EVgo Inc.

(Exact name of registrant as specified in its charter)

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (877) 494-3833

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐No☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12 (b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Based on the closing price as reported on the Nasdaq Global Select Market, the aggregate market value of the Registrant’s Class A common stock held by non-affiliates on June 30, 2022 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $414.7 million. Shares of Class A common stock held by each executive officer and director and by each person who may be deemed to be an affiliate have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 24, 2023, the Registrant had 71,628,591 shares of Class A common stock and 195,800,000 shares of Class B common stock outstanding.

Documents Incorporated by Reference

Portions of the definitive proxy statement for the registrant’s 2023 Annual Meeting of Stockholders to be filed hereafter are incorporated by reference into Part III herein.

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Page

Cautionary Statement Regarding Forward Looking Statements 3

Frequently Used Terms 5

PART I

Item 1. Business 8

Item 1A. Risk Factors 24

Item 1B. Unresolved Staff Comments 59

Item 2. Properties 59

Item 3. Legal Proceedings 59

Item 4. Mine Safety Disclosures 60

PART II

Item 6. [Reserved] 61

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 81

Item 8. Consolidated Financial Statements and Supplementary Data 82

Item 9A. Controls and Procedures 130

Item 9B. Other Information 132

PART III

Item 10. Directors, Executive Officers and Corporate Governance 134

Item 11. Executive Compensation 134

Item 14. Principal Accountant Fees and Services 134

PART IV

Item 15. Exhibits and Financial Statement Schedules 135

Schedule II 138

Signatures 139

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”), including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this document other than statements of historical fact, including, without limitation, statements regarding future financial performance, business strategies, market size and opportunity, expansion plans, future results of operations, factors affecting EVgo’s performance, estimated revenues, losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Annual Report, words such as “may,” “will,” “might,” “should,” “could,” “would,” “can,” “expect,” “plan,” “objective,” “seek,” “grow,” “possible,” “potential,” “outlook,” “forecast,” “target,” “if,” “predict,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” and the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on EVgo’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including the risk factors described in EVgo’s filings with the Securities and Exchange Commission (the “SEC”). Moreover, EVgo operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for EVgo to predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements EVgo may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this document may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Forward-looking statements in this Annual Report may include, without limitation, statements about:

● changes adversely affecting EVgo’s business;

● fluctuations in EVgo’s revenue and operating results;

● competition from existing and new competitors;

● the growth of the electric vehicle (“EV”) market;

● EVgo’s ability to integrate any businesses it acquires;

● EVgo’s ability to recruit and retain experienced personnel;

● risks related to legal proceedings or claims, including liability claims;

● EVgo’s ability to obtain additional capital on commercially reasonable terms;

● EVgo’s ability to maintain, protect and enhance EVgo’s intellectual property;

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EVgo’s SEC filings are available publicly on the SEC’s website at www.sec.gov. The forward-looking statements contained in this Annual Report are based on EVgo’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting EVgo will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond EVgo’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of EVgo’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements in this Annual Report and in any document incorporated herein by reference should not be relied upon as representing EVgo’s views as of any subsequent date and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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FREQUENTLY USED TERMS

Unless the context indicates otherwise, the following terms have the following meanings when used in this Annual Report:

“AC” means alternating current.

“A&R Nomination Agreement” means the amended and restated nomination agreement entered into on March 24, 2022, by and between the Company and EVgo Holdings, amending and restating the Nomination Agreement.

“Board of Directors” means the board of directors of EVgo Inc.

“Business Combination Agreement” means that business combination agreement entered into on January 21, 2021 by and among CRIS, Thunder Sub and the EVgo Parties, as may be amended from time to time.

“ChaaS” means charging-as-a-service.

“Class A common stock” means Class A common stock of EVgo Inc., par value $0.0001 per share.

“Class B common stock” means Class B common stock of EVgo Inc., par value $0.0001 per share.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“common stock” means Class A common stock and Class B common stock.

“Company” means EVgo Inc. and its subsidiaries.

“Company Group” means EVgo Inc., Thunder Sub or any of their subsidiaries (other than EVgo OpCo and its subsidiaries).

“CRIS” means Climate Change Crisis Real Impact I Acquisition Corporation.

“CRIS Business Combination” means the transactions contemplated by the Business Combination Agreement.

“CRISClose Date” means the closing of the CRIS Business Combination on July 1, 2021.

“DCFC” means direct current fast charging.

“ESG” means environmental, social and governance matters.

“EV” means electric vehicle.

“EVgo” means, prior to the CRIS Close Date, EVgo Holdings and its subsidiaries and, following the CRIS Close Date, EVgo Inc. and its subsidiaries.

“EVgoHoldco” means EVgo Holdco, LLC, a Delaware limited liability company.

“EVgoHoldings” means EVgo Holdings, LLC, a Delaware limited liability company.

“EVgoOpCo” means EVgo OpCo, LLC, a Delaware limited liability company.

“EVgoOpCo A&R LLC Agreement” means the amended and restated limited liability company agreement of EVgo OpCo entered into on July 1, 2021.

“EVgo OpCo Units” means the equity interests of EVgo OpCo.

“EVgo Parties” means EVgo OpCo, EVgo Holdco and EVgo Holdings.

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“EVgoServices” means EVgo Services LLC, a Delaware limited liability company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means accounting principles generally accepted in the United States, consistently applied, as in effect from time to time.

“GWh” means gigawatt-hour, a unit of energy that represents one billion watt-hours and is equal to one million kilowatt-hours.

“Initial Public Offering” means CRIS’s initial public offering of units consummated on October 2, 2020.

“IRS” means the Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“kW” means kilowatt.

“kWh” means kilowatt-hour.

“LLC Interests” means the limited liability company interests of EVgo Holdings.

“LS Power” means LS Power Equity Partners IV, L.P. and its affiliates, unless the context otherwise requires.

“Nasdaq” means The Nasdaq Global Select Market.

“Nomination Agreement” means the nomination agreement entered into on July 1, 2021, by and between the Company and EVgo Holdings, pursuant to which EVgo Holdings has certain director nomination rights.

“NYSE” means The New York Stock Exchange.

“OEM” means original equipment manufacturer.

“PIPE” means the sale of 40,000,000 shares of Class A common stock to the PIPE Investors, for a purchase price of $10.00 per share and an aggregate purchase price of $400,000,000, in a private placement.

“PIPE Investors” means investors in the PIPE.

“PlugShare” means PlugShare LLC, a California limited liability company.

“PlugShare Acquisition Date” means July 9, 2021, the date EVgo and PlugShare entered into the PlugShare Agreement.

“PlugShare Agreement” means the stock purchase agreement entered into between EVgo and PlugShare on the PlugShare Acquisition Date.

“Private Placement Warrants” means the 6,600,000 warrants purchased by the Sponsor in a private placement simultaneously with the closing of the Initial Public Offering, each of which is exercisable for one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, generating gross proceeds of $6,600,000.

“Public Warrants” means the 11,499,988 redeemable warrants sold as part of the units in the Initial Public Offering.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

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“Sponsor” means CRIS’s sponsor, Climate Change Crisis Real Impact I Acquisition Holdings, LLC, a Delaware limited liability company.

“Sponsor Agreement” means the letter agreement entered into concurrently with the Business Combination Agreement by and among CRIS, the co-investors, the Sponsor and the other initial stockholders, pursuant to which the Sponsor, other initial stockholders and the co-investors agreed, among other things, to vote all of their shares of common stock held or subsequently acquired by them in favor of the approval of the CRIS Business Combination.

“Tax Receivable Agreement” means the tax receivable agreement, entered into on the CRIS Close Date, by and among CRIS, Thunder Sub, EVgo Holdings and LS Power Equity Advisors, LLC, as agent.

“Thunder Sub” means CRIS Thunder Merger LLC, a Delaware limited liability company and wholly owned subsidiary of EVgo Inc.

USE OF TRADEMARKS

This Annual Report includes trademarks, trade names, and service marks owned by EVgo. EVgo’s trademarks include EVgo®, EVgo Advantage®, EVgo BasicTM, EVgo eXtendTM, EVgo InsideTM, EVgo PlusMAXTM, EVgo ReNewTM, EVgo ReservationsTM, EVgo Rewards®, EVgo OptimaTM, Pay with PlugShareTM, PlugShare®, and PlugShare® PremiumTM. EVgo’s trademarks are either registered or have been used as common law trademarks by EVgo. This Annual Report may contain additional trademarks, trade names, and service marks of others, which are, to EVgo’s knowledge, the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this Annual Report appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that EVgo will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensor to these trademarks, trade names, and service marks. EVgo does not intend its use of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of EVgo by, such other parties.

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PART I

Item 1. Business.

Unless otherwise indicated or unless the context otherwise requires, all references to “EVgo” and the “Company” refer to EVgo Inc. and all of its subsidiaries.

Overview

EVgo is a leader in charging solutions, building and operating the infrastructure and tools needed to expedite the mass adoption of electric vehicles for individual drivers, rideshare and commercial fleets, and businesses. Since its founding in 2010, EVgo has led the way to a cleaner transportation future and its network has been powered by 100% renewable energy since 2019 through the purchase of renewable energy certificates. As one of the nation’s largest public fast charging networks, EVgo’s owned and operated charging network of approximately 900 fast charging locations services over 60 metropolitan areas and 30 states. EVgo continues to add more DC fast charging locations through EVgo eXtend, its white label service offering. EVgo is accelerating transportation electrification through partnerships with automakers, fleet and rideshare operators, retail hosts such as grocery stores, shopping centers, and gas stations, policy leaders, and other organizations. With a rapidly growing network, robust software products and unique service offerings for drivers and partners including EVgo Optima, EVgo Inside, EVgo Rewards, and Autocharge+, EVgo enables a world-class charging experience where drivers live, work, travel and play.

EVgo has a flexible business model that derives value through multiple revenue streams. The foundation of the Company’s business is the development and operation of EV charging sites through which it dispenses electricity to EVs driven by individuals, commercial drivers and fleet operators. EVgo is prioritizing the build out of ultra-fast chargers, a key market segment that is expected to grow faster than the overall EV charging market. See “— Suppliers and Service Providers — Electricity.” To take advantage of the expected rapid growth in the number of EVs on the road in the United States, the Company is rapidly expanding its network of charging stations, focusing on development of locations with favorable traffic, utilization and financial return characteristics. The Company’s proprietary technology and analytical tools, along with its extensive commercial partnerships with OEMs, fleets and governments, provide a strong competitive edge as it selects, designs and develops new charging stations. Furthermore, EVgo’s robust underwriting standards require its portfolio to meet or exceed a pre-defined internal rate of return before project approval.

EVgo’s partnerships and collaboration with a wide range of automotive OEMs, rideshare operators and other channel partners are designed to incentivize and accelerate EV adoption across the U.S. Through these partnerships, EVgo’s network has powered more than 400 million electric miles as of December 31, 2022. Total miles delivered is equal to the number of kWh EVgo has dispensed multiplied by the number of miles the average EV receives from a single kWh (“vehicle efficiency”). The weighted average vehicle efficiency from all vehicles compatible with the EVgo network in operation at the end of each year is based on 2022 data from Experian and the U.S. Department of Energy. The weighted average vehicle efficiency is applied to the EVgo kWh dispensed in the associated period.

EVgo also serves the rapidly growing EV fleet segment. The Company develops and deploys fleet-charging solutions for light-, medium- and heavy-duty EV fleets. Reliable and flexible charging is essential to fleet electrification. EVgo is developing, building, operating and servicing charging assets for fleets at their own depot locations, at off-site charging hubs that EVgo has secured, or via EVgo’s expansive public network. In addition, EVgo is able to integrate proprietary EVgo Optima software to connect to a fleet’s logistics platform. To date, fleet contracts have often included guaranteed payment streams in exchange for guaranteed network access, which benefits both EVgo and a fleet operator. Whether EVgo retains ownership of the charging infrastructure itself, depends on the terms and conditions of the commercial arrangement with the particular fleet customer.

To accelerate its network expansion and increase customer reach, EVgo also offers a white label solution – EVgo eXtend – that helps partners invest in and build EV charging stations for their customers. Through EVgo eXtend, EVgo leverages its decade-plus track record of operational experience and site design, helping businesses develop charging assets that are serviced through EVgo’s national network (and often co-branded). EVgo eXtendgenerates revenue from the site development, equipment delivery, engineering and construction of the stations, as well as ongoing revenue through operations, networking and maintenance of those sites.

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In addition to the provision of EV charging infrastructure, EVgo is continuing to develop and deploy innovative software-based, value-added services to drivers and partners. These offerings enhance the customer experience across EVgo’s business segments by layering proprietary technology functionality on top of its leading charging network, with the intention of widening EVgo’s competitive advantage and providing accretive revenue streams. To date, EVgo has developed and deployed time-of-use per kWh pricing across its California public network, expanded the EVgo Reservations offering to more metropolitan markets across the U.S., launched multiple new subscription plans nationwide (EVgo Basic and EVgo PlusMAX) and extended its EVgo Rewards driver loyalty program. EVgo Advantage is EVgo’s proprietary technology that delivers on-the-spot promotions from local businesses to EV drivers when they plug-in and start charging. In 2022 EVgo closed two additional EVgo Advantage partnerships which now cover more than 20 EVgo locations.

EVgo also has a customizable mobile app to make charging simple for EV drivers, delivering a user experience that makes switching to an EV more inviting. To improve the customer charging experience, in 2022 EVgo developed and launched Autocharge+, which allows customers to use their EV as both identification and authentication of a charging event by allowing customers to register eligible EVs with EVgo. Customers who enable this feature can simply drive up to an EVgo station, plug in their EV, and start charging. Since launch there has been a steady increase in the percentage of charging sessions initiated via Autocharge+. Further, this capability is supported by Teslas using the newly-available CCS1 adaptor, enabling EVgo to offer drivers of many Tesla models a similar experience to their native Tesla charging network upon registering their EVs with EVgo. EVgo also extended EVgo’s ability to attract, enroll, and retain customers through the development of EVgo Inside, which provides a suite of application programming interfaces (“APIs”) that enable a third party to embed the complete EVgo experience into their branded applications and launched this capability with GM, Toyota, and Lyft.

EVgo also owns PlugShare,which is the leading global platform for EV drivers to locate and provide information relating to charging stations and provide feedback on their charging experiences, while leveraging tools like Pay with PlugShare and EV Trip Planner. Beyond its services to EV drivers, PlugShare delivers data to automakers and other customers through the PlugShare API and manages the world’s largest EV driver research panel through PlugInsights. PlugShare also delivers advertising impressions globally on behalf of its advertising customers. In 2022 EVgo expanded Pay with PlugShare to include a portion of the EVgo network, launched a PlugShare Premium service, and increased advertising inventory and capabilities across the platform.

Company History

EVgo Services was formed in October 2010 as NRG EV Services, LLC, a Delaware limited liability company and wholly owned subsidiary of NRG Energy, Inc. (“NRG”), an integrated power company based in Houston, Texas. EVgo Services began operations in 2011. On June 17, 2016, NRG sold a majority interest in EVgo Services to Vision Ridge Partners. On January 16, 2020, a subsidiary of LS Power, a private equity investment vehicle focused on power and energy infrastructure, completed its acquisition of EVgo.

The Company was incorporated in Delaware on August 4, 2020 under the name “Climate Change Crisis Real Impact I Acquisition Corporation”. The Company was formed for the purposes of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On the CRIS Close Date, EVgo Holdco consummated the CRIS Business Combination, with CRIS, Thunder Sub and the EVgo Parties pursuant to the Business Combination Agreement. Following the CRIS Close Date, the combined company is organized in an “Up-C” structure in which the business of EVgo Holdco and its subsidiaries are held by EVgo OpCo and continue to operate through the subsidiaries of EVgo Holdco and in which the Company’s only direct assets consist of equity interests in Thunder Sub, which, in turn, holds only EVgo OpCo Units. See “Part II, Item 8. Consolidated Financial Statements and Supplementary Data – Note 3 – Business Combinations” for more information.

On the PlugShare Acquisition Date, the Company entered into the PlugShare Agreement to acquire 100% of the outstanding common stock of PlugShare LLC (f/k/a Recargo, Inc.). On December 29, 2021, Recargo, Inc., a California corporation, converted into EVgo Recargo, LLC, a California limited liability company. On March 16, 2022, EVgo Recargo, LLC changed its name to PlugShare LLC.

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Market Overview

The EV charging market is inextricably linked to the general market for EVs, which has experienced significant recent growth. For the year end December 31, 2022, new battery EV sales in the United States were approximately 812,000, an increase of 65% compared to 2021, according to Cox Automotive. Market growth is driven by tailwinds such as increased EV model availability and performance, lower upfront prices for EVs, lower total cost of ownership (“TCO”) as compared to internal combustion engine (“ICE”) vehicles, increased range and availability of chargers and federal, state and local incentives and regulations. In response to the growing electrification trend, nearly all major automobile manufacturers have committed to the production of EV models, with over 60 EV models anticipated to be available in 2023 from over 30 manufacturers and nearly a dozen more models coming onto the market soon. Additionally, major automobile manufacturers have set aggressive targets for EV sales, with General Motors (“GM”) announcing aims to phase out ICE vehicle sales by 2035, Ford planning on 40% to 50% of its global vehicle volume to be all-electric by 2030, and Mercedes-Benz and Volvo each committing to be all electric by 2030. According to forecasts from the United States Department of Transportation and Bloomberg New Energy Finance (“BNEF”), approximately eight million EVs are expected to be on American roads by 2025, nearly 34 million EVs by 2030 and over 125 million by 2040, which would represent approximately 50% of all motor vehicles in the U.S.

Automobile and battery manufacturers have substantially increased their efforts to offer EVs at a wide range of price points and to develop batteries with higher efficiencies and lower costs. According to a 2022 report by Reuters, $1.2 trillion is expected to be spent on EV investment through 2030 by global automobile OEMs. Their investments are expected to expand and put EVs and their associated technologies into mass production, which in turn is expected to underpin optimization of the global EV supply chain. Efforts to date by OEMs have already lowered the upfront costs of EVs, with further price reductions expected over the next several model years. As measured in terms of TCO, certain classes of EVs are already at or below parity with their ICE counterparts. As overall EV costs decline, it is expected that greater numbers of EV models will reach TCO parity with their ICE equivalents and that the TCO advantage for other types of EVs will expand.

In addition to price and TCO declines, widespread adoption of EVs will require consumer confidence in vehicle range, charger availability and increased model choice. Newer EV models, including the Chevrolet Bolt EUV, Toyota bZ4X, Nissan Ariya, Subaru Solterra, Ford F-150 Lightning, BMW i4, Hyundai Ioniq5, Kia EV6, VW ID.4, Audi Q4 e-tron, Rivian R1S, Volvo C40 Recharge and Tesla Models 3/Y/S/X, have eclipsed 200 miles of range on a full charge, a significant improvement to earlier EV models. Researchers and automotive engineers expect that EV ranges will continue to improve as battery technologies advance and costs decline over time. Beyond increases in range, broadly expanded EV offerings in the sport utility vehicle (“SUV”), crossover utility vehicle and pickup truck segments over the next three to five years are expected to greatly expand the market appeal and reach of EVs and further accelerate adoption of EVs.

These advances are further supported by incentives and rebates offered by federal, state and local governments to encourage the adoption of EVs. In November 2021, Congress passed and the President signed the Infrastructure Investment and Jobs Act (“IIJA”), also known as the Bipartisan Infrastructure Law. Among other provisions, this legislation included up to $7.5 billion in funding for EV charging infrastructure through the Department of Transportation. The U.S. federal government previously offered a tax credit for qualified plug-in EVs with a minimum credit of $2,500 and a maximum credit of $7,500, depending on vehicle weight and battery capacity. In August 2022, the President signed into law the Inflation Reduction Act (“IRA”), which modified and extended the previous EV tax credit and created new tax credits for previously owned EVs and commercial vehicles. The legislation included new domestic content and critical mineral sourcing requirements and eliminated a cap on the availability of tax credits for individuals who purchased vehicles from OEMs that had reached certain production levels. The IRA also expanded, extended, and introduced new eligibility requirements for the tax credit for electric vehicle service equipment (“EVSE”) under Section 30C of the Code. States including California, Colorado, Delaware, Illinois, Massachusetts, New Jersey and New York also offer various rebates, grants and tax credits to incentivize both EV purchases or leases, and pursuant to the IIJA, funding will soon become available for EVSE nationwide through grant programs administered by state departments of transportation.

Demand for EVs has also been encouraged by regulatory developments and changes in consumer habits. Several states — including California, Oregon, New Jersey, New York, Maryland and Massachusetts — have adopted or proposed mandates for EVs, and California alone has set an aggregate goal of more than seven million EVs on the road by 2030, which, by California Energy Commission estimates, will require 1.2 million private and shared public chargers.

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Additionally, California has enacted its Clean Miles Standard and Incentive Program (the “Clean Miles Standard”) aiming to reduce greenhouse gas emissions from transportation networking companies (“TNCs”), such as rideshare vehicles, through electrification and other means. In 2021, California also finalized the Advanced Clean Truck (“ACT”) rule, a regulation that requires an increasing percentage of medium- and heavy-duty trucks sold in the state to be zero emissions. States such as Washington, New York, New Jersey and Oregon have also adopted the ACT rule. These regulations, combined with a shift toward car-sharing and mobility as a service offering, will rapidly accelerate EV adoption by fleets in the coming years.

EV charging demand is a direct result of the number of EVs operating during a given period, miles traveled by such EVs and vehicle efficiency of such EVs. The market for fulfilling charging demand is bifurcated between high-powered DC fast and ultra-fast charging and lower powered Level 1 (defined below) and Level 2 (defined below) charging. The demand for different charging types is a function of the EV mix, owner demographics, locational factors, charger availability, pricing and EV use cases (e.g., private ownership, rideshare, commercially and municipally owned fleets, etc.). Lower-powered Level 1 and Level 2 charging is primarily used by EV owners with access to home or workplace charging and currently accounts for the majority of personal EV charging. Level 2 charging is also used by certain fleets that have the ability to charge overnight, have a low daily mileage requirement and return to a centralized location daily. Current DCFC customers are primarily those drivers who need to charge away from home in central business districts, those drivers who do not have access to home or workplace charging, or high-mileage fleets that seek to minimize downtime and maximize miles traveled.

Broadening demographics of EV owners, larger battery sizes, larger EVs with higher kWh usage per mile, increased EV penetration in medium- and heavy-duty vehicle applications, increasing adoption of rideshare and last-mile delivery services, and the proliferation of autonomous vehicle fleets are expected to increase demand for DCFC faster than demand for overall EV charging. According to forecasts from BNEF, fast charging is expected to constitute more than 25% of all public EV charging demand by 2030 as compared to less than 15% in 2021.

While EVs are more readily available and may benefit from first-mover, supply chain and infrastructure availability advantages relative to other non-ICE vehicles, several alternative vehicle types are also being developed which rely on hydrogen, biodiesel or hybrid powertrains for alternatives to fossil fuels. Sales of such vehicles may reduce the number of drivers requiring EV charging infrastructure.

EV Chargers and Standards

Working with the charger manufacturing industry, EVgo has specified and deployed a next generation DC fast charging station architecture whereby modular power units are placed under software management and control, allowing power output to be shared dynamically between vehicles that are simultaneously connected to a charger. EVgo has successfully deployed this architecture and demonstrated that this dynamic power sharing technology reduces upfront capital and ongoing operating costs, maximizing return on investment, while increasing operational flexibility and lowering operating risk. This advanced architecture allows EVgo to meet increasing charging requirements of the future, including higher charging speeds, higher power provisioning, dynamic energy and demand management, access prioritization, queuing management and scheduling across different EV models, customer types and use cases. This modular software-defined design maximizes charger throughput, asset utilization and ease of future power augmentation while eliminating single points of failure risks and improving charger reliability and availability. It also maximizes the number of standardized equipment components, helping to accelerate the learning rate benefits and associated cost reductions of charging hardware over time and improving the ability to offer higher value-added service offerings in the future.

As EVs proliferate in the transportation ecosystem, the industry is experiencing an ongoing shift toward the standardization of chargers and the introduction of new industry protocols for interoperability.

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EV chargers do not come with a “one size fits all” dispenser. EV chargers are typically categorized by their ability to deliver instantaneous amounts of power — as measured in kWs — and their charging standards. Current designations based on power level include:

In addition to supporting different charging capabilities, EVs in the U.S. use different charging standards and connector types. These standards are neither interchangeable nor interoperable (without specialized adaptors), and each utilizes a unique connector. Presently, all EV charging standards deliver energy through cables that connect the EV charging station directly to the vehicle using a port located on the exterior of the vehicle. There are currently three standards in use in the U.S. — CCS, CHAdeMO and Tesla.

EVgo’s chargers support each of the fast charging standards described above. Most of EVgo’s charging stations contain both CCS and CHAdeMO cables with some of its more recent charging stations including only CCS cables. Additionally, certain EVgo charging sites offer integrated Tesla charging, allowing Tesla drivers to charge without needing a separate adaptor. With Tesla’s release of the CCS1 adaptor, all of EVgo’s CCS stations are now accessible to Tesla drivers, and with EVgo’s Autocharge+, EVgo can deliver the same plug and charge experience to Tesla drivers that they

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have on the Tesla super charger network. Continuing to develop access to seamless, integrated charging for all EV drivers is a core commitment of EVgo.

Products and Services

Retail Charging

The Company sells electricity directly to drivers who access EVgo’s publicly available networked chargers. Various pricing plans exist for customers and drivers have the choice to charge as members (with monthly fees and reduced per minute or kWh pricing and other benefits such as reservations), through a subscription service, or as non-members, paying a full tariff for each session. Drivers locate the chargers through EVgo’s mobile application, their vehicle’s in-dash navigation system, or third-party databases, such as PlugShare, that license charger-location information from EVgo. EVgo’s chargers are generally installed in parking spaces owned or leased by commercial or public-entity property owners, landlords and/or tenants (collectively, the “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. EVgo’s offerings are well aligned with the goals of Site Hosts, as many commercial businesses increasingly view charging capabilities as essential to attracting tenants, employees, customers and visitors and achieve sustainability goals. Site Hosts are generally able to obtain these benefits at no cost when partnering with EVgo through the Company’s owner and/or operator model, in which EVgo is 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 EVgo pays in exchange for use of the site. EVgo also offers a white label solution – EVgo eXtend – that enables Site Hosts to invest in EV charging stations for their customers that are operated and maintained by EVgo.

OEM Charging and Related Services

EVgo is a pioneer in OEM charging programs with revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and the provision of charging services for EV drivers. EVgo contracts directly with OEMs to provide charging services to drivers who have purchased or leased such OEMs’ EVs and who access EVgo’s public charger network. Other related services EVgo currently provides to OEMs include co-marketing, data services and digital application services. EVgo’s OEM relationships are a core customer-acquisition channel.

Commercial Charging

Fleet and Rideshare Public Charging. High volume fleet customers, such as TNCs or delivery services, can access charging infrastructure through EVgo’s 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, EVgo contracts with and bills, either the fleet owner directly or an individual fleet driver utilizing EVgo’s chargers. Access to the EVgo public network allows fleet and rideshare operators to support mass adoption of transportation electrification and achieve sustainability goals without needing to directly invest capital in charging infrastructure or incur operating costs associated with charging equipment.

Fleet Dedicated Charging. In addition to offering access to its public network, EVgo offers dedicated charging solutions to fleets. Given the diverse nature of the fleet segment, with a wide range of vehicle types, duty cycles, geographic footprints, fleet sizes and capitalization of the fleet operators, EVgo’s dedicated charging solutions are tailored to meet each fleet’s needs. Through its fleet product, EVgo develops, builds, and services charging assets for fleets either at their own depot locations or at off-site charging hubs that EVgo has secured without requiring a fleet to directly incur capital expenditures. EVgo offers turnkey charging solutions to fleets that EVgo builds, owns and operates or that EVgo sells to the fleet customer bundled with networking and other services. EVgo offers 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. Together, EVgo’s dedicated charging solutions and public fleet charging services provide fleets with charging infrastructure options that are robust and flexible as the transition to electrified transportation accelerates.

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EVgo eXtend

Through EVgo eXtend, EVgo provides 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. EVgo eXtend allows EVgo to leverage its core competencies to expand its network footprint to places where EV adoption is still emerging by working with third-party owners. This model has the potential to unlock another avenue for growth and value creation while extending EVgo’s geographic footprint. The technology solutions provided to eXtend customers build on a decade of experience with complex charging infrastructure solutions, including ongoing work at the EVgo Innovation Lab, as well as a suite of software solutions designed to enable reliable uptime and a first-class customer experience. Existing customers with EVgo accounts are expected to be able to access eXtend chargers through the EVgo app, among other options. For some EVgo eXtend customers, EVgo also provides grant application support and related services.

Ancillary Service Offerings

In addition to charging services, EVgo offers a variety of software-driven digital, development and operations services to customers. These offerings currently include customization of digital applications, charging data integration, loyalty programs, access to chargers behind parking lot or garage pay gates, microtargeted advertising and charging reservations as well as all services provided under PlugShare such as data, research and advertising services and equipment procurement and operational services for customers operating dedicated networks. EVgo continues to evaluate and engage in opportunities to use its foundational expertise in charging infrastructure to provide value-added services to the rapidly growing EV ecosystem while delivering shareholder returns.

Market Opportunity & Strategy

The U.S. EV market has recently experienced significant growth and the market share of EVs was approximately 6% of all vehicle sales in 2022. As adoption accelerates and the market continues to scale, the availability of appropriate charging infrastructure will be critical to enabling consumer and commercial adoptions of EVs. Larger (and thus heavier) EV models, such as SUVs and trucks, being made widely available in the coming years, coupled with an increased number of EV fleets, will require a greater number of easily accessible charging outlets. Further, DC charging is expected to grow faster than the overall charging market as EV range increases, battery density grows and as EV driver demographics and EV use cases expand. Access to convenient and affordable charging is key to accelerating EV adoption and EVgo’s mix of public and dedicated high-powered DCFC and low-powered Level 2 offerings positions EVgo to take advantage of broadening electrification trends.

EVgo is differentiated as an operator of charging infrastructure focused on high traffic, high density urban, suburban and exurban areas. EVgo has an extensive track record in optimized site selection, site development, planning, equipment procurement, engineering, construction and operation. In addition, EVgo’s robust underwriting standards underpin disciplined capital allocation. Experience as an asset owner and operator also provides the essential ingredients for being a partner of first resort in provision of white label services, creating increased optionality to provide charging services to emerging segments.

The EVgo team has an extensive skillset and expertise in network planning, site selection, site development, permitting and engineering, equipment specification and procurement, site construction and commissioning, as well as operations, maintenance and networking of a distributed network of DCFCs across the country.

The core elements of this ongoing strategy include:

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Competition

The charging infrastructure sector is evolving as the EV market grows and expands to serve new drivers, and it is likely to become increasingly competitive. Key parts of the charging value chain include charging equipment manufacturing and sales, charging network operation and ownership and charging software development. The EV charging companies currently operating in the U.S. – like Blink, ChargePoint, Electrify America, Tesla, Shell Recharge Solutions (formerly Greenlots), Volta, Tritium, IoTecha, Rhombus and a few electric utilities – are involved with various parts of this value chain. But given the relatively early stage of electrification as a sector, the business models being pursued by each company are still in flux. In general, charging sector incumbents may expand their product offerings and sales strategies and new well-capitalized competitors may enter the market.

As the charging sector continues to evolve, a number of players have emerged or could emerge as competitors of EVgo. As a leading builder, owner and operator of a public fast charging network, EVgo’s competitors include Electrify America, Blink, ChargePoint, Shell Recharge Solutions (formerly Greenlots), Volta, Tesla, Tritium, IoTecha, Rhombus, BP, Voltera, TerraWatt and Flo as well as the limited number of utilities granted permission by their regulators to own charging assets. As a provider of integrated fleet solutions, EVgo’s competitors include Electrify America, Blink, ChargePoint, Shell Recharge Solutions, Volta, Tritium, IoTecha, Rhombus, BP, Voltera, TerraWatt and Flo, but utilities could emerge as a competitive force in the future, as well as other pure play charging companies aiming to capitalize on the fleet electrification trend.

The principal competitive factors in the industry include charger count, locations, accessibility and quality of the customer experience; DCFC network availability and reliability, scale and local density; charger connectivity to EVs and ability to charge all standards; speed of charging relative to expected vehicle dwell times at the location; software-enabled services; operator brand, track record and reputation; access to equipment vendors and service providers; access to public policy support and pricing; and access to capital to support network expansion.

Barriers to entry in the EV charging market may erode as a result of government intervention and various support programs, leading to more competitors with a variety of profitability objectives. EVgo has competitive advantages in delivering charging services driven by network scale, network design, experience developing and operating DCFC infrastructure, OEM partnerships, fleet and rideshare partnerships, brand equity, longstanding reputation in the industry, a well-established supply chain, differentiated station design and software enabled service offerings and network effects

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driven by a large number of repeat customers.Competition arising from use of other types of alternative fuel vehicles, plug-in hybrid EVs and high fuel economy gasoline and diesel-powered vehicles could inhibit growth in the EV sector.

Suppliers and Service Providers

Charging Equipment and Related Services

EVgo relies on third-party vendors for design, testing and manufacturing of charging equipment. At this stage of the industry, equipment is unique to each supplier with respect to components and aftermarket maintenance and warranty services. As such, equipment and services are currently singularly sourced from each supplier. For the year ended December 31, 2022, Delta and Graybar Electric provided 81.9% of EVgo’s total charging equipment. For the year ended December 31, 2021, Delta and Marubeni (as a representative of SK-Signet) provided 37.3% of EVgo’s total charging equipment.

EVgo has invested in and maintains long-term relationships with suppliers and service providers. EVgo designs stations and specifies EV chargers in-house and outsources production to an assortment of manufacturers. Based on a rigorous certification and qualification testing process, the Company has established commercial relationships with multiple EV charger manufacturers including SK-Signet, Delta, BTC, ABB, IoTecha and LiteOn. EVgo typically appoints and manages specialized electrical and civil contractors to perform station construction and maintenance activities. Additionally, EVgo’s charger management software platform was developed and is operated by Driivz.

Electricity

During 2022, electricity was purchased for charging stations directly from local utilities as a commercial and industrial customer for approximately 64% of EVgo’s charging sites, with these sites representing approximately 76% of total GWh throughput. Each site qualifies for a certain utility tariff based primarily on maximum instantaneous electric usage measured over a historic period. A typical electricity tariff for a site consists of (i) a fixed charge, generally based on the number of meters on site, (ii) an energy charge based on kWh used, which may vary depending on time of use (including seasons and peak hours), (iii) a demand charge, or cost charged per kW during the applicable calculation period, which is often monthly, but which may also vary depending on time of use and (iv) any applicable state and utility taxes. The remainder of EVgo’s charging sites obtain electricity through the Site Host. EVgo reimburses the Site Host for the cost of the electricity at a pre-negotiated rate, subject to the terms of each Site Host agreement. The negotiated rate varies based on the Site Host’s electricity tariff, the size of the charging site and other financial incentives provided to the Site Host.

Customers, Partnerships and Strategic Relationships

EVgo has established partnerships and strategic relationships with key OEMs, including GM, Nissan, and Toyota, Site Hosts and fleet operators, as discussed further below. These relationships allow EVgo to access new customers and build brand awareness through co-marketing. EVgo may also benefit from promotional programs sponsored by OEMs. In some cases, OEM partners have agreed to provide one-time or ongoing payments related to the build-out of EVgo’s charger network. In all cases, EVgo retains 100% ownership of the chargers built under these OEM programs.

EVgo has established, invested in and maintained long-term relationships with Site Hosts with national and regional multi-site portfolios of commercial and retail properties. EVgo’s Site Hosts span a wide array of industries and locations, including airports, automobile dealers, healthcare/medical facilities, hotels, mixed-use facilities, municipal locations, parks and recreation areas, parking lots, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs and workplace locations. EVgo executes numerous master agreements with Site Hosts that enable the conversion of prospect sites into develop-able locations by standardizing terms and conditions for site control. EVgo’s ownership model is attractive to Site Host partners as it allows them to offer an EV charging amenity to their customers without needing to incur upfront capital expenditures or ongoing operating costs while generating rent revenue from EVgo. The benefits offered to Site Hosts through EVgo’s business model continue to provide EVgo access to the highest quality property owners, grocery store chains, parking garages, airports and convenience stores.

The Company had one customer that comprised 19.7% of the Company’s total accounts receivable as of December 31, 2022. The Company had two customers that comprised 32.4% of the Company’s total accounts receivable as of

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December 31, 2021. For the years ended December 31, 2022 and 2021, two customers represented 42.9% and one customer represented 10.5% of total revenue, respectively. As EVgo and the EV industry continue to grow, EVgo expects revenues will be generated from a larger and an increasingly diverse group of customers and commercial partners. In the ordinary course of business, EVgo engages in active discussions and renegotiations with EVgo’s commercial partners with respect to the solutions it provides and the terms of its agreements, including fees. Most of EVgo’s contracts with EVgo’s commercial partners have multi-year terms and some have rights to terminate prior to the end of the term. The loss of any of EVgo’s largest commercial partners or the renegotiation of any of EVgo’s largest contracts with its commercial partners could adversely affect EVgo’s results of operations.

General Motors

On July 20, 2020, EVgo entered into a five-year contract with GM (the “GM Agreement”) to build 2,750 fast charger stalls that EVgo owns and operates as part of the Company’s public network. The GM Agreement has been amended twice to expand the overall number of charger stalls to be installed to 3,250, adjust charger stall installation targets, extend the completion deadline to March 31, 2026, and provide for a payment of $7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and maintain a specified uptime percentage (described below) over the term of the agreement. EVgo believes the GM Agreement will serve to accelerate the Company’s development plans and enhance customer acquisition and brand equity among retail drivers. Pursuant to the GM Agreement, EVgo is required to meet certain quarterly milestones measured by the number of charger stalls installed, and GM is required to make certain payments based on charger stalls installed.

Under the GM Agreement, EVgo is required to install a total of 3,250 charger stalls by March 31, 2026, 44% of which are required to be installed by December 31, 2023. Meeting these milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commissioning or certain aspects of installation of the charger stalls the Company is obligated to develop. EVgo is also required to maintain network availability (i.e., the percentage of time a charger is operational and available on the network) of at least 95%. In addition to the capital build program, EVgo is required to provide GM EV customers with reservations and certain EVgo services at a discounted rate and branding on chargers.

The GM Agreement is subject to early termination in certain circumstances, including in the event EVgo fails to meet the quarterly charger stall-installation milestones or maintain the specified level of network availability. If GM opts to terminate the agreement, EVgo may not be entitled to receive continued payments from GM and instead may be required to pay liquidated damages to GM. In the event EVgo fails to meet a charger stall-installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide EVgo with a notice of such deficiency within 30 days of the end of the quarter. If the same deficiency still exists at the end of the quarter immediately following the quarter for which a deficiency notification was delivered, GM may immediately terminate the agreement and seek pre-agreed liquidated damages of up to $15.0 million.

Nissan

EVgo has executed two agreements with Nissan North America, Inc. (“Nissan”) under which EVgo has provided charger construction and installation and certain other services. Pursuant to the first agreement (the “Nissan 1.0 Agreement”), the Company was required to support, maintain and make available at least 850 chargers through July 2021, and purchasers or lessees of Nissan LEAF EVs in certain markets could receive charging services at EVgo stations or participating third-party charging stations. The Company fulfilled all build, support and maintenance obligations under the Nissan 1.0 Agreement.

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permitted to charge their EV for 12 months at no charge to the participant, up to the amount of the charging credit allocated to such participant or on an unlimited basis, depending on the model of Nissan EV purchased or leased. In the event a participant does not use the entire amount of the allocated charging credit or if the annual charging credit pool is not exhausted within a specific period, a portion of the remaining dollar value of such credit rolls over to subsequent periods, and a portion is retained by the Company. For Nissan EV purchasers or lessees receiving unlimited charging, the Company receives an upfront activation fee for each purchaser or lessee as well as a usage-based fee. The capital-build program provided for in the Nissan 2.0 Agreement requires the Company to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a schedule that outlines the build timelines for the chargers to be constructed (the “Build Schedule”). If the Company fails to meet its Build Schedule obligations, Nissan may invoke a penalty of up to $70,000 per delayed site beyond a designated cure period, which could result in an adjustment to the consideration received by the Company under the Nissan 2.0 Agreement. EVgo and Nissan previously agreed to amend the Nissan 2.0 Agreement to extend the installation deadlines under the Build Schedule by up to 12 months, and Nissan has waived penalties for installation delays relating to program year one.

EVgo’s ability to meet its Build Schedule obligations may be impacted by delays in permitting, commissioning and utility interconnection, supply chain disruptions impacting business operations across the utility, engineering and permitting chain, including due to impacts associated with the COVID-19 pandemic; as well as delays related to industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals by utilities and landowners of sites where charger stations will be located.

The Pilot Company

On July 5, 2022, EVgo entered into a charging infrastructure agreement (the “Pilot Infrastructure Agreement”) and an operations and maintenance agreement (the “Pilot O&M”) with Pilot Travel Centers LLC (“Pilot Company”) and GM to build, operate and maintain up to 2,000 stalls served by DC chargers that Pilot Company will own. The stalls will be located at approximately 500 Pilot Company sites across more than 40 states.

Pursuant to the Pilot Infrastructure Agreement, EVgo is required to meet certain construction milestones measured by the number of sites commissioned and Pilot Company is required to make certain payments each month based on completion of pre-engineering and development work, the progress of construction at each site and for each charger procured by EVgo. Subject to extensions of time for specified excusable events, if EVgo is unable to meet its commissioning obligations, Pilot Company will be entitled to liquidated damages calculated per day, subject to a cap of $30,000 at each site. The Pilot Infrastructure Agreement contains various provisions that may permit or cause early termination, including Pilot’s right to terminate after 1,000 stalls have been completed, the inability of EVgo to secure certain chargers and a material increase in the price of chargers due to a change in law. If Pilot Company elects to terminate the Pilot Infrastructure Agreement after 1,000 stalls have been completed, Pilot Company must pay EVgo a termination fee per stall for those not built; such fee varies based on the number of stalls already built.

Under the Pilot O&M, EVgo is required to perform operations, maintenance and networking services on stalls built and commissioned under the Pilot Infrastructure Agreement in exchange for payment of a monthly fee by Pilot to EVgo. EVgo is subject to certain performance criteria under the Pilot O&M.

Intellectual Property

EVgo protects its intellectual property and proprietary rights through patent, trademark, copyright, trade secret and unfair competition laws, and by confidentiality protocols. EVgo undertakes actions as it deems necessary to ensure that its proprietary rights are protected, while at the same time respecting the intellectual property rights of other persons.

As of December 31, 2022, EVgo held 16 patents and had 15 additional patent applications pending in the U.S. and abroad. EVgo continues to regularly assess opportunities for seeking patent protection for those aspects of EVgo’s technology, designs and methodologies that provide a meaningful competitive advantage to the Company.

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Governmental Regulation

State, regional and local regulations for installing EV charging stations vary from jurisdiction to jurisdiction and may include permitting requirements, inspection requirements, licensing of contractors and certifications.

On December 16, 2019, the California Department of Food and Agriculture’s Division of Measurement Standards adopted amendments that, among other specifications, require EVSE transactions to be measured in either kilowatt hours (kWh) or megajoules. This regulation prohibits per-minute billing for AC chargers installed on or after January 1, 2021, and DC chargers installed on or after January 1, 2023. AC chargers installed before 2021 are not subject to the regulations until 2031, and DC chargers installed prior to 2023 are not subject to the regulations until 2033. EVgo has been transitioning to kWh pricing across its portfolio of public chargers, beginning with California in 2021.

Generally, public utilities commissions and state legislatures across the country have determined that EV charging service providers will not be regulated as utilities. While exceptions still exist and individual state determinations are not binding on any other regulator or jurisdiction, they demonstrate a trend in the way states view the EV charging industry. Other jurisdictions are exploring similar reforms. The determination not to regulate the Company as a utility generally provides the Company with greater flexibility to set rates and frees the Company from being subject to more burdensome regulatory requirements.

Grants and Incentives

EVgo continuously pursues public grants, subsidies and incentives to reduce capital expenditures. EVgo has dedicated and plans to continue to dedicate a variety of internal and external resources to monitor, submit for and utilize available grant, subsidy and incentive funding for the development of DCFCs on a state, local and national level. EVgo’s network expansion and local build plans are generally informed based on expected timing for and availability of funding of this type. EVgo has received grants from the California Energy Commission, Bay Area Air Quality Management District, Florida Department of Environmental Protection, Pennsylvania Department of Environmental Protection, Colorado Energy Office, Maryland Energy Administration, North Carolina Department of Environmental Quality and the Virginia Department of Environmental Quality, among others. As noted above, IIJA included $5 billion in formula funds for state departments of transportation to award EV charging infrastructure projects and EVgo expects these funds to have significant impacts on the EV charging landscape over the coming years.

EVgo has historically benefitted from the availability of federal tax credits under Section 30C of the Code, which effectively subsidizes the cost of placing in service EVgo’s charging stations. The Inflation Reduction Act revised the credit under Section 30C 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. See Part I, Item 1A, “Risk Factors — The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. The reduction, modification or elimination of such benefits could adversely affect EVgo’s financial results.” for further discussion.

EVgo intends to continue to vigorously seek additional grants, rebates, subsidies and incentives as an effective avenue to reduce its capital investment in the promotion, purchase and installation of charging stations where applicable.

Government Regulations to Enhance EV Adoption

The regulations mandated by the National Highway Transit Safety Administration (“NHTSA’s”) Corporate Average Fuel Economy (“CAFE”) standards set the average new vehicle fuel economy, as weighted by sales, that a manufacturer’s fleet must achieve. These standards have been established through Model Year 2026 for light-duty vehicles; however, in September 2021, the Biden Administration proposed to significantly increase these standards for model years 2024-2026 and EVgo expects the administration to set standards for future model years as well. Although EVgo is not a car manufacturer and thus not directly subject to the CAFE standards, such standards may still indirectly affect EVgo’s business. The adoption of more stringent federal standards may create further incentives for vehicle manufacturers to increase their EV offerings, which would likely result in increased demand for charging services. Additionally, several

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states, including California, Colorado, Connecticut, Delaware, Maine, Maryland, Massachusetts, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania, Rhode Island, Vermont, Virginia and Washington D.C., have adopted or are considering adopting bans on the sale of ICE vehicles by 2035.

Waste Handling and Disposal

EVgo is subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries. These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed. For instance, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the superfund law, in the U.S. and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where the release occurred as well as companies that disposed or arranged for the disposal of hazardous substances found at the site. Under CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the Environmental Protection Agency (the “EPA”) and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur.

The Company may also generate or dispose of solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components of EVgo’s charging stations may be excluded from RCRA’s hazardous waste regulations, provided certain requirements are met. However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, the Company may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations, or in EVgo’s ability to qualify the materials the Company uses for exclusions under such laws and regulations, could adversely affect EVgo’s operating expenses.

Renewable Energy Markets

As part of EVgo’s business strategy, the Company markets the electricity provided from EVgo’s charging stations as 100% renewable. Any claims EVgo makes to consumers about EVgo’s use of renewable energy are subject to regulation by the Federal Trade Commission (“FTC”). The FTC Green Guides require all non-renewable energy use to be matched with RECs in order to make renewable energy claims and may also require certain statements regarding the sources of renewable energy and related RECs. Failure to comply with such regulations can result in substantial monetary penalties or otherwise impact EVgo’s results of operations. Therefore, the Company purchases certified RECs in order to qualify the electricity the Company distributes through charging stations as renewable energy and will continue to purchase certified RECs in the future to substantiate claims that EVgo’s charging stations are powered by 100% renewable energy.

Additionally, as part of EVgo’s business model, the Company projects the number of RECs needed and purchases such RECs to meet this projection. Failure to accurately project EVgo’s REC needs may result in the purchasing of RECs on the spot market in order to maintain compliance with applicable regulations. If material, this may adversely affect EVgo’s business and financial condition.

LCFS Credits

As a charging station owner and operator, EVgo earns regulatory credits, such as Low Carbon Fuel Standard (“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. EVgo earns additional revenue through the sale of these credits to buyers obligated to purchase the credits to comply with the program mandates. EVgo actively seeks to maximize the number of credits generated per kWh of energy sold by sourcing renewable electricity. In addition to current programs, EVgo is currently monitoring implementation of Washington’s program and additional proposals in varying stages of discussions, including in New York, along with

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potential changes to the Renewable Fuels Standard. The availability of such credits depends on continued governmental support for these programs and regulatory frameworks that make it possible for EVgo to participate in these credit markets.

Human Capital Management

EVgo believes that its people are its most important asset. The Company is focused on fostering a diverse workforce with different perspectives, experiences, and backgrounds to encourage innovative and creative ideas, and ultimately lead to collective success.

EVgo’s workforce is essential in delivering on its business objectives. Its human capital management strategy is integrated with the overall leadership objectives (including ESG) and is designed to attract, develop, and retain a high performing workforce and evolve the Company’s culture to sustain its business, both today and in the future. EVgo is focused on maintaining a culture of inclusion and operational excellence that supports its employees, customers, and the many diverse communities it serves. The workforce is guided by its core commitments of safety, integrity, diversity, equity and inclusion (“DEI”), customer service and continuous improvement.

EVgo remains steadfast in its commitment to treating people with dignity and respect. The Company is focused on maintaining the high standards of ethical conduct on which its business and reputation have been built.

As of March 1, 2023, EVgo had 295 employees, including 292 regular full-time employees. None of EVgo’s employees are represented by a labor union or covered by a collective bargaining agreement. The Company has never experienced a work stoppage and believes in maintaining positive relationships with EVgo’s employees.

The following charts present EVgo’s total employee population indicating percentages of employees that are female or are racially and/or ethnically diverse as of March 1, 2023:

Health and Safety. EVgo is committed to protecting the health and safety of its employees, contractors and the communities it serves. The Company’s commitment is demonstrated by providing the tools and skill building needed to help ensure that employees can perform their work safely. Employees are empowered and encouraged to question, stop, and correct any unsafe act or condition while communicating openly and honestly on health and safety issues.

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Culture and DEI. EVgo recognizes that racism, sexism, ableism, classism, ageism, and discrimination exist. The Company’s vision is “Electric for All.” To uphold its vision, EVgo commits to reflecting the communities it serves, upholding racial and climate justice, and eliminating environmental practices that affect communities of color.

If EVgo aspires to achieve “Electric for All,” it needs to acknowledge the inequality of lived experiences. To be Black or Brown or a woman or disabled or LGBTQ+ or of different ages and classes is not a barrier; institutional racism, sexism, and prejudice are barriers. The Company does not tolerate a status quo that so many members of the community find painful and wants to be better. EVgo knows it will be an ongoing process and that it is important to be not just “non-discriminatory,” but also “anti-discriminatory.” The Company strives to embody – and continues to embody – a level of inclusivity that makes its staff proud. “Electric for All” stands for more than just a slogan. EVgo seeks to find ways to uphold it with action.

EVgo is committed to hiring – and continuing to hire – Black, Indigenous, People of Color, members of the LGBTQ+ community, women, and people with different physical abilities, ages, and social classes to all levels of leadership. The Company uses terms like BIPOC and LGBTQ+, acknowledging their limitations in conveying the multitudes of identity. As language and social beliefs evolve, EVgo commits to evolving with them and mentoring and promoting people within its community whom EVgo values for their hard work, intelligence, and agility in pursuit of its mission. EVgo commits to building a portfolio of vendors that includes minority-owned businesses and to creating initiatives that ensure its employees are seen, heard, and valued. EVgo commits to continue checking in with leadership and employees to see how the Company is doing. And most importantly, commits to listening with openness. As EVgo aims to rapidly grow as a business, it commits to growing as a community as well.

The Company’s success depends on a diverse staff and inclusive leadership. EVgo believes the only way to achieve its vision of “Electric for All” is to utilize the strength that comes from the richness of diversity. Leading the vision of “Electric for All,” it commits to building and empowering a workplace community that values its members for simply being who they are.

EVgo has created three DEI task forces that generally meet on a regular basis:

Talent, Attraction, Development and Engagement. From EVgo’s frontline employees to its leadership roles, the Company has maintained a focus on attracting, developing and retaining a robust talent pipeline to remain competitive and to continue to provide its customers with the highest standard of service.

EVgo’s employees grow through a variety of training and development opportunities at all career tracks within the organization. In July 2022, the Company hosted its first EVgo University event covering in depth facets of its business –

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everything from how it builds chargers that customers love to creating the winning charging ecosystem through new products and applying empathy, collaboration, and ownership to get results. EVgo also offers tuition reimbursement programs to its employees.

COVID-19 Response for EVgo’s Employees. Since the beginning of the COVID-19 pandemic, EVgo has modified its business practices and currently allows most personnel to work in a hybrid manner between their home or an office location. EVgo has implemented various safety protocols for employees who must leave their homes for work such as requiring certifications of health status as well as implementing a vaccine mandate policy where all employees must present proof of vaccination. The Company provides COVID-19 related paid time off for employees to take care of themselves and their family members to get vaccinated, recover from side effects of the COVID-19 vaccine, to navigate school and daycare closures and for bereavement. EVgo may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners.

Compensation and Benefits Program. EVgo’s compensation program is designed to attract and reward talented individuals who possess the skills necessary to support the Company’s business objectives, assist in the achievement of its strategic goals and create long-term value for its stockholders. The Company provides employees with compensation packages that include base salary, annual incentive bonuses tied to objectives and key results, and, for all employees, long-term equity awards tied to time-based vesting conditions. EVgo believes that a compensation program with both short-term and long-term awards provides fair and competitive compensation and aligns employee and stockholder interests, including by incentivizing business and individual performance (pay for performance), motivating based on long-term performance and integrating compensation with its business plans. EVgo participates in a compensation benchmark survey to review the competitiveness of its compensation packages. In addition, the Company offers employees benefits such as life and health (medical, dental and vision) insurance, uncapped paid time off, paid parental leave and a 401(k) plan.

ESG Matters

EVgo views ESG as integral to its business strategy and its mission to expedite mass adoption of EVs for everyone. EVgo strives to protect the environment and help tackle climate change, accelerating the transition to clean energy. EVgo is also committed to the promotion of sustainable communities and the promotion of equal access. EVgo believes that excellence in ESG provides a benefit to EVgo’s stakeholders and the communities in which EVgo operates.

Available Information

As soon as reasonably practicable after they are filed electronically with the SEC, EVgo’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are available without charge on EVgo’s website, investors.evgo.com, which EVgo also uses to announce material information to the public. EVgo is providing the address to EVgo’s website solely for the information of investors. EVgo does not intend the address to be an active link or to otherwise incorporate the contents of the website into this Annual Report.

Item 1A. Risk Factors.

In the course of conducting its business operations, EVgo is exposed to a variety of risks, any of which have affected or could materially adversely affect EVgo’s business, financial condition and results of operations. Before you make a decision to buy EVgo’s securities, in addition to the risks and uncertainties discussed above under “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of these risks actually occurs, EVgo’s business, financial condition, liquidity and results of operations may be harmed. As a result, the market price of EVgo’s securities could decline, possibly significantly or permanently, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this Annual Report are not the only risks and uncertainties that EVgo faces. Additional risks and uncertainties not presently known to the Company or that EVgo currently believes to be immaterial may become material and may adversely affect EVgo’s business.

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Summary of Risk Factors

The following summarizes the risks facing EVgo’s business, all of which are more fully described below. This summary should be read in conjunction with the complete set of Risk Factors below and should not be relied upon as an exhaustive summary of the material risks facing EVgo’s business. The order of presentation is not necessarily indicative of the level of risk that each factor poses to EVgo.

Risks Related to EVgo’s Business

● Disruptions in EVgo’s supply chain could adversely affect EVgo’s business.

Risks Related to the EV Market

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Risks Related to EVgo’s Technology, Intellectual Property and Infrastructure

Financial, Tax and Accounting-Related Risks

Risks Related to EVgo’s “Up-C” Structure and the Tax Receivable Agreement

Risks Related to Legal Matters and Regulations

Risks Related to EVgo’s Securities

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Risk Factors

Risks Related to EVgo’s Business

EVgo is an early-stage growth company with a history of operating losses and expects to incur significant expenses and continuing losses at least for the near- and medium-term.

EVgo has a history of operating losses and negative operating cash flows. As of December 31, 2022, EVgo had $246.5 million of cash, cash equivalents, and restricted cash and working capital of $188.1 million. EVgo’s net cash outflow for the year ended December 31, 2022 was $238.7 million. While EVgo believes EVgo’s cash on hand as of December 31, 2022 is sufficient to meet EVgo’s current working capital and capital expenditure requirements, there can be no assurance that EVgo will be able to achieve and maintain profitability in the future. EVgo’s potential profitability is particularly dependent upon the continued adoption of EVs by consumers, fleet operators and other electric transportation modalities, continued support from regulatory programs and, in each case, the use of EVgo’s chargers, any of which may not occur at the levels EVgo currently anticipates or at all. EVgo may need to raise additional financing through loans, securities offerings or additional investments in order to fund EVgo’s ongoing operations. There is no assurance that EVgo will be able to obtain such additional financing or that EVgo will be able to obtain such additional financing on favorable terms.

EVgo’s growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market.

EVgo’s growth is highly dependent upon the adoption of EVs both by businesses and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, increasing consumer choice as it relates to available EV models, their pricing and performance, evolving government regulation and industry standards, changing consumer preferences and behaviors, intensifying levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. EVgo’s revenues are driven in large part by EV drivers’ driving and charging behavior. Potential shifts in behavior may include but are not limited to changes in annual vehicle miles traveled, preferences for urban vs. suburban vs. rural and public vs. private, and DCFC vs. Level 2 charging, demand from rideshare or urban delivery fleets and the emergence of autonomous vehicles and/or new forms of mobility. Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand. Public DC fast charging may not develop as expected and may fail to attract projected market share of total EV charging. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, EVgo’s growth would be reduced and EVgo’s business, prospects, financial conditions, and operating results would be harmed. Additionally, EVgo’s ability to capture the growth in the EV market, grow EVgo’s customer base and achieve and sustain profitability will depend, to a significant extent, on EVgo’s ability to effectively expand EVgo’s sales and marketing operations and activities. The market for EVs could be affected by numerous factors, such as:

● increases in fuel efficiency in legacy ICE and hybrid vehicles;

● volatility in the price of gasoline and diesel at the pump;

● concerns regarding the reliability and stability of the electrical grid;

● the change in an EV battery’s ability to hold a charge over time;

● availability of maintenance, repair services and spare parts for EVs;

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● relaxation of government mandates or quotas regarding the sale of EVs;

● the number, price and variety of EV models available for purchase; and

● concerns about the future viability of EV manufacturers.

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles. Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers and any significant decline in demand from these customers could reduce demand for EV charging and EVgo’s products and services in particular.

While many global OEMs and several new market entrants have announced plans for new EV models, the lineup of EV models with increasing fast charging needs expected to come to market over the next several years may not materialize in that timeframe or may fail to attract sufficient customer demand. Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulations and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect EVgo’s business, financial condition and operating results.

EVgo has recently experienced rapid growth. If EVgo fails to manage growth effectively, EVgo’s business, operating results and financial condition would be adversely affected.

EVgo has experienced rapid growth in recent periods. For example, the number of employees has grown from 57 at December 31, 2017 to 295 at March 1, 2023. The expected continued growth and expansion of EVgo’s business may place a significant strain on management, business operations, financial condition and infrastructure and corporate culture.

With continued fast growth, EVgo will be required to continue developing, implementing, and enhancing its information technology systems and internal control over financial reporting and related procedures. The implementation, maintenance, segregation, and improvement of these systems require significant management time, support and cost and there are inherent risks associated with developing, implementing, improving, and expanding core systems as well as updating current systems, including disruptions to the related areas of business operation. These risks may affect EVgo’s ability to manage its data and inventory, procure parts or supplies or manufacture, sell, deliver and service products, adequately protect its intellectual property or achieve and maintain compliance with, or realize available benefits under, tax laws and other applicable regulations. These risks may also result in data security incidents that may interrupt business operations and allow third parties to obtain unauthorized access to business information or misappropriate funds. EVgo may also face risks to the extent such third parties infiltrate the information technology infrastructure of EVgo’s contractors.

To manage growth in operations and personnel, EVgo will need to continue to improve EVgo’s operational, financial and management controls and reporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect EVgo’s business performance and operating results. EVgo’s strategy is based on a combination of growth and maintenance of strong performance on EVgo’s existing asset base and any inability to scale, maintain customer experience or manage operations at EVgo’s charging stations may impact EVgo’s growth trajectory.

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EVgo is susceptible to risks associated with an increased focus by stakeholders and regulators on climate change, which may adversely affect its business and results of operations.

Climate-related events, including the increasing frequency of extreme weather events and their impact on critical infrastructure in the U.S. and elsewhere, have the potential to disrupt EVgo’s business, its third-party suppliers and the business of its customers and may cause it to experience higher attrition, losses and additional costs to maintain or resume operations. In addition, EVgo’s customers may begin to establish sourcing requirements related to sustainability. As a result, EVgo may receive requests for sustainability related information about its products, business operations and use of sustainable materials, among other data. EVgo’s inability to comply with these and other sustainability requirements in the future could adversely affect sales of and demand for its products. See “—Risks Related to Legal Matters and Regulations – Increasing attention to ESG matters may increase EVgo’s costs of compliance and adversely impact EVgo’s business.”

EVgo’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Estimates of future EV adoption in the U.S., the total addressable market, serviceable addressable market for EVgo’s products and services and the EV market in general are included in this Annual Report. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. Such uncertainty is enhanced by the prevailing geopolitical and macroeconomic environment, including continued uncertainty about the scope, duration, severity, trajectory and lasting impact of the COVID-19 pandemic. EVgo’s internal estimates relating to the size and expected growth of the target market, market demand, EV adoption across individual market verticals and use cases, capacity of automotive and battery OEMs and ability of charging infrastructure to address this demand and related pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity for public and commercial fast charging and future fast charging throughput or EVgo market share capture are difficult to predict. The estimated addressable market may not materialize in the timeframe of EVgo’s internal projections, if ever and even if the markets meet the size estimates and growth estimates presented, EVgo’s business could fail to grow at similar rates.

EVgo currently faces competition from a number of companies and expects to face significant competition in the future as the market for EV charging develops.

The EV charging market is relatively new and EVgo currently faces competition from a number of companies. There are a number of established and emerging EV charging companies operating in the U.S. that pursue various business models that are constantly evolving, including Electrify America, Blink, ChargePoint, Shell Recharge Solutions (formerly Greenlots), Volta, Tesla, Tritium, IoTecha, Rhombus, BP, Voltera, TerraWatt and Flo as well as certain utilities and retailers. EVgo competes with some or all of these companies and other competitors across a number of industry segments, including retail and fleet. The principal competitive factors in the industry include charger count, locations, accessibility and reliability; charger connectivity to EVs and ability to charge all standards; speed of charging relative to expected vehicle dwell times at the location; DCFC network reliability, scale and local density; the software-enabled services offered and overall customer experience; operator brand, track record and reputation; access to equipment vendors, service providers and policy incentives and pricing. Competitors may be able to respond more quickly and effectively than EVgo to new or changing opportunities, technologies, standards or customer requirements and may be better equipped to initiate or withstand substantial price competition.

In addition, there are other means for charging EVs, which could affect the level of demand for charging at EVgo’s DCFCs. For example, Tesla Inc. (“Tesla”) continues to build out its supercharger network across the U.S. for Tesla vehicles and has opened its supercharger network up to non-Tesla EV vehicles in certain non-U.S. markets. If Tesla were to open its supercharger network to support charging of non-Tesla EVs in the U.S. as well, demand for charging at EVgo’s sites could decline. Also, other companies sell chargers designed for customers seeking to have on-premises EV charging capability as well as for home or workplace charging, which may reduce the demand for fast charging if EV owners find “slow” charging at a workplace, at home, or other parking locations to be sufficient. Municipalities may decide to convert street lighting poles and lampposts to public charging points for EV drivers who rent, have no access to home charging, or park their EVs on the street, potentially reducing EVgo’s serviceable markets. Retailers, utilities or other Site Hosts or commercial, municipal and federal fleet businesses may opt to become owners and operators of public or private EV fast

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charging equipment and purchase that equipment and associated management software directly from vendors in the marketplace.

The EV charging business may become more competitive, pressuring future increases in utilization and margins. Competition is still developing and is expected to increase as the number of EVs sold increases. Barriers to entry in the EV charging market have eroded, and may continue to erode, as a result of government intervention and various support programs, leading to more competitors with a variety of profitability objectives.

Because EVgo is currently dependent upon a limited number of customers and OEM partners, the loss of a significant customer or OEM partner could adversely affect EVgo’s operating results.

Given the nascent stage of the industry, a limited number of contractual commercial customers and OEM partners currently account for a substantial portion of EVgo’s income. For the years ended December 31, 2022 and 2021, two customers represented 42.9% and one customer represented 10.5% of total revenue, respectively. EVgo’s operating projections are currently contingent on EVgo’s performance under EVgo’s commercial contracts. At least in the short term, EVgo expects that a majority of EVgo’s sales outside of the retail customer market will continue to come from a concentrated number of commercial customers and OEM partners. EVgo expects a substantial portion of EVgo’s cash receipts in the near future to be from a limited number of OEM partners and, as a result, will be subject to any risks specific to those entities and the jurisdictions and markets in which they operate, including their ability to develop a portfolio of EV models and attract customers for those models. EVgo may be unable to accomplish EVgo’s business plan to diversify and expand EVgo’s customer and OEM partner base by attracting a broad array of customers and OEM partners, which could negatively affect EVgo’s business, results of operations and financial condition.

EVgo will be required to install a substantial number of chargers under EVgo’s agreement with GM. If EVgo does not meet EVgo’s obligations under this agreement, EVgo may not be entitled to payments from GM and may be required to pay liquidated damages, which may be significant.

Pursuant to the GM Agreement, EVgo is required to meet certain quarterly milestones measured by the number of charger stalls installed and GM is required to make certain payments based on charger stalls installed. Under the GM Agreement, EVgo is required to install a total of 3,250 charger stalls by March 31, 2026, 44% of which are required to be installed by December 31, 2023. The GM Agreement calls for a year-over-year increase in annual charger stall additions from 2022 to 2024, flattening in 2025, before declining in the first quarter of 2026. Meeting these milestones will require additional funds beyond the amounts committed by GM and EVgo may face delays in construction, commissioning or aspects of installation of the charger stalls EVgo is obligated to develop. In addition, EVgo is required to maintain network availability across the GM network (i.e., the percentage of time a charger stall is operational and available on the network) of at least 95%.

The GM Agreement is subject to early termination in certain circumstances, including in the event EVgo fails to meet the quarterly charger stall-installation milestones or fails to maintain the specified level of network availability. In the event EVgo fails to meet a charger stall-installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide EVgo with a notice of such deficiency within 30 days of the end of the quarter. If the same deficiency still exists at the end of the quarter immediately following the quarter for which a deficiency notification was delivered, GM may immediately terminate the agreement and seek pre-agreed liquidated damages of up to $15.0 million.

EVgo may not meet the charger stall-installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection, including delays associated with the COVID-19 pandemic, as well as industry and regulatory adaptation to the requirements of high-powered charger installation including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and land owners, and supply chain issues. As of February 28, 2023, there were approximately 1,960 charger stalls in the active engineering and construction development pipeline, of which approximately 1,730 charger stalls had been approved by GM. As of February 28, 2023, EVgo had approximately 120 charger stalls left to install in order to meet its charger stall-installation milestone for the quarter ending March 31, 2023. If EVgo does not meet its charger stall-installation milestone in any period, GM will have the right, if it so chooses, to send EVgo a charger stall count breach notice, which would trigger a cure period. Under the terms of the GM Agreement, GM and EVgo can agree to adjust quarterly charger stall

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installation milestones from time to time, provided the quarterly targets for an applicable calendar year must equal the annual target for such year. Going forward, it is uncertain if these, or other potential issues in the procurement, installation, or energization of chargers, will be resolved in a timely fashion.

Nissan has the right to terminate its agreements with the Company in certain circumstances. Additionally, EVgo may be subject to monetary penalties if EVgo is unable to fulfill EVgo’s obligations under EVgo’s agreements with Nissan.

The second agreement between EVgo and Nissan, entered into in June 2019 (the “Nissan 2.0 Agreement”), provides for joint marketing activities, charging credit programs for purchasers or lessees of Nissan EVs, and a capital-build program. The Nissan 2.0 Agreement has been amended several times, including most recently in the fourth quarter of 2022 (the “Nissan Amendment”) to, among other things, adjust the allocation of the value of unused charging credits and to provide new offerings for purchasers or lessees of certain Nissan EV models. Under the joint-marketing activities provisions of the Nissan 2.0 Agreement, EVgo is obligated to spend a specified amount annually on joint-marketing activities that are mutually agreed-upon with Nissan. Under the charging credit program provisions in the Nissan 2.0 Agreement, credits for charging are allocated to purchasers or lessees of Nissan EVs, and such purchasers or lessees are permitted to charge their EV for 12 months at no charge to the participant, up to the amount of the charging credit allocated to such participant or on an unlimited basis, depending on the model of Nissan EV purchased or leased. In the event a participant does not use the entire amount of the allocated charging credit or if the annual charging credit pool is not exhausted within a specific period, a portion of the remaining dollar value of such credit rolls over to subsequent periods, and a portion is retained by the Company. For Nissan EV purchasers or lessees receiving unlimited charging, the Company receives an upfront activation fee for each purchaser or lessee as well as a usage-based fee. The capital-build program provided for in the Nissan 2.0 Agreement requires the Company to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a schedule that outlines the build timelines for the chargers to be constructed (the “Build Schedule”). If the Company fails to meet its Build Schedule obligations, Nissan may invoke a penalty of up to $70,000 per delayed site beyond a designated cure period, up to 39 sites as of February 28, 2023, which could result in an adjustment to the consideration received by the Company under the Nissan 2.0 Agreement. EVgo and Nissan previously agreed to amend the Nissan 2.0 Agreement to extend the installation deadlines under the Build Schedule by up to 12 months, and Nissan has waived penalties for installation delays relating to program year one.

Pursuant to the Nissan 2.0 Agreement, as modified by the aforementioned extensions and other amendments, EVgo is required to install an aggregate of 210 chargers by February 28, 2025. As of February 28, 2023, EVgo had installed a total of 138 chargers at 49 sites. For the program year ended February 28, 2022, EVgo installed chargers at 21 of the 22 sites it was required to install by the end of the cure period ended February 28, 2023. As of February 28, 2023, EVgo had installed chargers at 10 of the 18 sites required under the Build Schedule for the program year ended February 28, 2023, and has a cure period through February 29, 2024 to install the remaining chargers. Pursuant to the Build Schedule for the program year that will end February 29, 2024, EVgo is required to install an additional 48 chargers at up to 24 sites, subject to a one-year cure period.

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EVgo will be required to install a substantial number of chargers under EVgo’s agreement with Pilot Company and GM. If EVgo does not meet EVgo’s obligations under this agreement, EVgo may not be entitled to payments from Pilot Company and may be required to pay liquidated damages, which may be significant.

Pursuant to the Pilot Infrastructure Agreement, EVgo is required to meet certain milestones over two biennial periods measured by the number of chargers installed and charger sites serviced and Pilot Company is required to make certain payments each month based on the progress of construction at each charger site and for each charger procured. Under the Pilot Infrastructure Agreement, EVgo is required to install approximately 500 chargers at 300 charger sites during the first two-year period and will be required to install approximately 500 chargers at approximately 200 to 250 additional charger sites during the second two-year period. EVgo may not be able to meet the charger installation milestones and may be subject to liquidated damages, modifications to the Pilot Infrastructure Agreement or termination of the Pilot Infrastructure Agreement.

Subject to certain excusable events, if EVgo is unable to meet its charger installation obligations in either of the two biennial periods, Pilot Company may be entitled to liquidated damages. Furthermore, depending on the length of the delay, Pilot Company may remove the charger site from the portfolio without designating a replacement charger site.

The Pilot Infrastructure Agreement is subject to early termination for several reasons including: (a) at Pilot Company’s election after 1,000 charging stalls have been completed, subject to the delivery of certain payments to EVgo, (b) the inability of EVgo to secure certain charger types in specified circumstances and (c) a material increase in the price of chargers due to a change in law.

EVgo is committed to purchasing a large number of chargers under the Delta Charger Supply Agreement and Purchase Order, which will require significant capital expenditures, some of which may not be immediately offset by payment by EVgo’s counterparty under the Pilot Infrastructure Agreement.

EVgo entered into the Delta Charger Supply Agreement and Purchase Order in order to meet the charger requirements of the Pilot Infrastructure Agreement. Pursuant to the Delta Charger Supply Agreement and Purchase Order, EVgo will purchase a minimum of 1,000 chargers (which will enable the construction of 2,000 stalls) from Delta over a period of four years with the option, at EVgo’s election, to increase the number of chargers purchased to 1,100. Under the terms of the Purchase Order, EVgo is to receive delivery of 600 chargers in the 11 months following July 12, 2022 and is required to make full payment on such chargers within 60 days of receipt.

If the counterparty under the Pilot Infrastructure Agreement does not meet its obligation to pay for chargers, or if the Pilot Infrastructure Agreement is otherwise terminated, EVgo’s cash flows may be negatively impacted by its obligation to continue to purchase chargers from Delta under the Purchase Order.

Moreover, chargers purchased by EVgo under the Delta Charger Supply Agreement and Purchase Order may not qualify for funding under federal programs such as the National Electric Vehicle Infrastructure (“NEVI”) program. The failure of such chargers to qualify for federal programs such as NEVI could result in the Company being required to purchase chargers under the Delta Charger Supply Agreement and Purchase Order that it cannot deploy optimally, which could have an adverse effect on EVgo’s business, financial condition and operating results.

Additionally, EVgo depends on a limited number of vendors for charging equipment, including Delta. The inability of Delta to fulfill its requirements under the Delta Charger Supply Agreement and Purchase Order will require EVgo to find an alternative supplier in order to meet its commitments under the Pilot Infrastructure Agreement which may not be available or may be available at significantly higher cost.

The widespread outbreak of an illness or any other communicable disease, or any other public health crisis, such as the COVID-19 pandemic, could have a material adverse effect on EVgo’s business and results of operations.

The global or national outbreak of an illness or any other communicable disease, or any other public health crisis, such as the COVID-19 pandemic, may adversely impact EVgo’s employees and operations and the operations of EVgo’s customers, suppliers, vendors and business partners and negatively impact demand for EV charging. The impact of COVID-19 has resulted in significant volatility in the global and domestic economies, changes in consumer and business

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behavior, market downturns and restrictions on business and individual activities has led to overall reduced economic activity. The COVID-19 pandemic, vaccine mandates and other measures taken by federal, state and local governments to stop the spread of COVID-19 has impacted EVgo’s operations through reduced demand for EV charging, construction delays and supply chain and shipping constraints. See “—Disruptions in EVgo’s supply chain could adversely affect EVgo’s business.” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments —Geopolitical and Macroeconomic Environment.”

In addition, since the beginning of the COVID 19 pandemic, EVgo has modified its business practices and currently allows most personnel to work in a hybrid manner from either their home or from an office location. EVgo has implemented various safety protocols for personnel who must leave their homes for work such as requiring certifications of health status as well as implementing a vaccine mandate policy where all employees must present proof of vaccination. EVgo may take further actions as may be required by government authorities or that EVgo determines are in the best interests of EVgo’s employees, customers, suppliers, vendors and business partners.

The extent to which the COVID-19 pandemic impacts EVgo’s business, prospects and results of operations will depend on future developments, including the COVID-19 pandemic’s scope, duration, severity, trajectory, and lasting impact, which remain unpredictable in light of pockets of resurgence and the emergence of variant strains contributing to continued uncertainty. The COVID-19 pandemic could limit the ability of customers, suppliers, vendors, permitting agencies, utilities and business partners to perform, including third-party suppliers’ ability to provide components and materials used in charging stations or in providing installation or maintenance services. EVgo may continue to experience an adverse impact to its business as a result of the pandemic’s lasting global economic impact, including any recession that may occur in the future. Specifically, difficult macroeconomic conditions, such as decreases in per capita income and levels of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand for EVgo’s products and services.

EVgo relies on a limited number of vendors for EVgo’s charging equipment and related support services. A loss of any of these partners could negatively affect EVgo’s business.

EVgo relies on a limited number of vendors for design, testing and manufacturing of charging equipment which at this stage of the industry is unique to each supplier and thus singularly sourced with respect to components as well as aftermarket maintenance and warranty services. For the years ended December 31, 2022 and 2021, EVgo had four and two vendors, respectively, that provided more than 10% of EVgo’s total charging equipment. For the years ended December 31, 2022 and 2021, the amount provided by these vendors were 88.8% and 37.3%, respectively. This reliance on a limited number of vendors increases EVgo’s risks, since EVgo does not currently have proven reliable alternative or replacement vendors beyond these key parties. In the event of production interruptions or supply chain disruptions including but not limited to reduced availability of certain key components such as semiconductors, EVgo may not be able to take advantage of increased production from other sources or develop alternate or secondary vendors without incurring material additional costs and substantial delays. See “—Disruptions in EVgo’s supply chain could adversely affect EVgo’s business.” Thus, EVgo’s business could be adversely affected if one or more of EVgo’s vendors is impacted by any interruption at a particular location.

As the demand for public fast charging increases, charging equipment vendors may not be able to dedicate sufficient supply chain, production, or sales channel capacity to keep up with the required pace of charging infrastructure expansion. In addition, as the EV market grows, the industry may be exposed to deteriorating design requirements, undetected faults or the erosion of testing standards by charging equipment and component suppliers, which may adversely impact the performance, reliability and lifecycle cost of the chargers. If EVgo or EVgo’s suppliers experience a significant increase in demand, or if EVgo needs to replace an existing supplier, EVgo may not be able to supplement service or replace the supplier on acceptable terms, which may undermine EVgo’s ability to install chargers in a timely manner. For example, it may take a significant amount of time to identify a vendor that has the capability and resources to supply and/or service charging equipment in sufficient volumes. Identifying and approving suitable vendors could be an extensive process that requires the Company to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance and labor and other ethical practices. Accordingly, a loss of any significant vendor could have an adverse effect on EVgo’s business, financial condition and operating results.

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As the federal government and Congress require that charging equipment be manufactured in the U.S. in order to access federal financial support or secure contracts with the federal government, EVgo may have to source equipment from alternative vendors or work with current vendors to develop manufacturing capacity in the U.S. to participate in the covered federal programs.

EVgo’s business is subject to risks associated with construction, cost overruns and delays and other contingencies that may arise in the course of completing installations and such risks may increase in the future as EVgo expands the scope of such services with other parties.

Charger installation and construction is typically performed by third-party contractors managed by the Company. The installation and construction of charging stations at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances relating to building codes, safety, environmental protection and related matters and typically requires local utility cooperation in design and interconnection request approval and commissioning, as well as various local and other governmental approvals and permits that vary by jurisdiction. In addition, building codes, accessibility requirements, utility interconnect specifications, review, approval or study lead time or regulations may hinder EV charger installation and construction because they end up costing the developer or installer more in order to meet the code requirements. In addition, increased demand for the components necessary to install and construct charging stations could lead to higher installed costs. Meaningful delays or cost overruns caused by EVgo’s vendor supply chains, contractors, utility upgrades scope and delays, or inability of local utilities and approving agencies to cope with heightened levels of activity, may impact EVgo’s ability to satisfy the requirements under the Build Schedule and EVgo’s other contractual commitments, and may impact revenue recognition in certain cases and/or impact EVgo’s relationships, any of which could impact EVgo’s business and profitability, pace of growth and prospects. For example, the installation of charger stalls under the GM Agreement have required significant utility upgrades to accommodate the higher capacity chargers. EVgo has experienced significant delays in these upgrades, which have in turn caused delays in the construction of the chargers pursuant to the GM Agreement. The Company expects utility-related delays to continue as the industry continues to adapt to the requirements of high-powered charger installation. If these delays continue or worsen, EVgo may not meet the charger-installation milestones under the GM Agreement or its other contractual commitments under agreements with other third parties. See “— EVgo will be required to install a substantial number of chargers under EVgo’s agreement with GM. If EVgo does not meet EVgo’s obligations under this agreement, EVgo may not be entitled to payments from GM and may be required to pay liquidated damages, which may be significant.” and “—EVgo will be required to install a substantial number of charger stalls under EVgo’s agreement with Pilot Company and GM. If EVgo does not meet EVgo’s obligations under this agreement, EVgo may not be entitled to payments from Pilot Company and may be required to pay liquidated damages, which may be significant.”

Working with contractors may require the Company to obtain licenses or require EVgo or EVgo’s customers to comply with additional rules, working conditions and other union requirements, which can add costs and complexity to an installation and construction project. If these contractors are unable to provide timely, thorough and quality installation-related services, EVgo could fall behind EVgo’s construction schedules or cause customers to become dissatisfied with the solutions EVgo offers. As the demand for public fast charging increases and qualification requirements for contractors become more stringent, EVgo may encounter shortages in the number of qualified contractors available to complete all of EVgo’s desired installations. If EVgo fails to timely pay EVgo’s contractors, they may file liens against EVgo’s Site Hosts’ properties, which EVgo is required to remove.

EVgo’s business model is predicated on the presence of qualified and capable electrical and civil contractors and subcontractors in the new markets EVgo intends to enter. There is no guarantee that there will be an adequate supply of such partners. A shortage in the number of qualified contractors may impact the viability of the business plan, increase risks related to the quality of work performed and increase costs if outside contractors are brought into a new market.

In addition, EVgo’s network expansion plan relies on EVgo’s site development efforts and EVgo’s business is exposed to risks associated with receiving site control and access necessary for the construction of the charging station and operation of the charging equipment, electrical interconnection and power supply at identified locations sufficient to host chargers on a timely basis. EVgo generally does not own the land at the charging sites and relies on site licenses with Site Hosts that convey the right to build, own and operate the charging equipment on the site. EVgo may not be able to renew the site licenses or retain site control. The process of establishing or extending site control and access could take longer or become more competitive. As the EV market grows, competition for premium sites may intensify, the power distribution grid may

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require upgrading, and electrical interconnection with local utilities may become more competitive, all of which may lead to delays in construction and/or commissioning. As a result, EVgo may be exposed to increased interconnection costs and utility fees, as well as delays, which may slow the pace of EVgo’s network expansion.

Disruptions in EVgo’s supply chain could adversely affect EVgo’s business.

Global trade conditions and consumer trends that originated during the COVID-19 pandemic continue to persist and have created significant disruptions to the global supply chain, which may impact EVgo’s ability to obtain charging equipment and other supplies necessary for EVgo’s business on a timely basis and at anticipated costs. Additionally, a global shortage of semiconductors since early 2021 has caused challenges in the manufacturing industry and impacted the EV supply chain as well. Any continued or new supply chain disruptions, or shortages in the availability of charging equipment from EVgo’s suppliers, could adversely affect EVgo’s business and operating results.

In addition, the conflict between Russia and Ukraine could lead to disruption, instability and volatility in global markets and industries that could negatively impact EVgo’s supply chain. The U.S. government and other governments have already imposed severe sanctions and export controls against Russia and Russian interests and may impose additional sanctions and controls. The impact of these measures, as well as potential responses to them by Russia, could adversely affect EVgo’s supply chain, which, in turn, could affect EVgo’s business and operating results.

Additionally, Delta is located in Taiwan, and EVgo’s ability to receive sufficient supplies of Delta chargers could be adversely affected by events such as natural disasters in Taiwan, including earthquakes, drought and typhoons, escalations of tensions between the People’s Republic of China and Taiwan, including resulting from the People’s Republic of China’s recent increase in military exercises around Taiwan, political unrest, trade restrictions or war.

If EVgo is unable to attract and retain key employees and hire qualified management, technical, engineering, financial, legal, sales, marketing and business development personnel, EVgo’s ability to compete and successfully grow EVgo’s business and customer base could be harmed.

EVgo’s success depends, in part, on EVgo’s continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. The inability to do so effectively could adversely affect EVgo’s business. Competition for employees can be intense and the ability to attract, hire and retain them depends on EVgo’s ability to provide meaningful work at competitive compensation. EVgo may not be able to attract, assimilate, develop or retain qualified personnel in the future and failure to do so could adversely affect EVgo’s business, including the execution of EVgo’s growth business strategy.

EVgo may need to raise additional funds and these funds may not be available when needed or may only be available on unfavorable terms, which could impact the Company’s ability to fund its operations, its growth and the build-out of the Company’s network.

EVgo may need to raise additional capital in the future to fund its operations, further scale EVgo’s business and expand EVgo’s charging network. EVgo may raise additional funds through the issuance of equity, equity-related or debt securities, through obtaining credit from government or financial institutions or through grant funding. EVgo cannot be certain that additional funds or incentives will be available on favorable terms when required, or at all, or that EVgo will be able to capture expected grant funding under various existing and new state and local programs in the future. Recent increases in interest rates could increase the cost of capital, and it is not clear if interest rates will continue to rise or remain elevated in future periods.

If EVgo cannot raise additional funds when needed, EVgo’s financial condition, results of operations, business and prospects could be materially and adversely affected. If EVgo raises funds through the issuance of debt securities or through loan arrangements, the terms for such securities or arrangements could require significant interest payments, contain covenants that restrict EVgo’s business, or other unfavorable terms and rank senior to the interests held by EVgo’s stockholders. In addition, to the extent EVgo raises funds through the sale of additional equity securities, the market price of EVgo’s Class A common stock could be adversely affected and EVgo’s stockholders would experience dilution. See “—Risks Related to EVgo’s securities – The market price of EVgo’s Class A common stock could be adversely affected by,

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and EVgo’s stockholders may experience dilution as a result of, sales of substantial amounts of Class A common stock in the public or private markets, including sales by the Company, EVgo Holdings or other large holders.”

Continuing or worsening inflationary issues and associated changes in monetary policy may result in increases to the cost of charging equipment, other goods, services and personnel, which in turn could cause capital expenditures and operating costs to rise.

The U.S. inflation rate increased during 2021 and 2022 and has remained elevated in 2023. These inflationary pressures have resulted in and may continue to result in, increases to the costs of charging equipment and personnel, which could in turn cause capital expenditures and operating costs to rise. Sustained levels of high inflation have likewise caused the U.S. Federal Reserve and other central banks to increase interest rates, which could have the effects of raising the cost of capital and depressing economic growth, either of which—or the combination thereof—could hurt the financial and operating results of EVgo’s business.

EVgo’s business is subject to risks associated with natural disasters, including earthquakes, hurricanes, wildfires and other severe weather events, which could be impacted by the effects of climate change. An earthquake, a wildfire, a major hurricane or other types of disasters or resource shortages, including public safety power shut-offs that have occurred and will continue to occur in California or other states, could disrupt and harm EVgo’s operations and those of EVgo’s customers.

Many of EVgo’s facilities are located in California, an active earthquake zone, and Florida and Texas, areas susceptible to hurricanes. Additionally, EVgo has significant operations in a number of areas, including Los Angeles and San Francisco, that are projected to be vulnerable to future water scarcity and sea level rise due to climate change. The occurrence of a natural disaster such as an earthquake, hurricane, drought, flood, fire (such as the recent extensive wildfires in California, Oregon and Colorado), localized extended outages of critical utilities (as seen recently in California and Texas) or transportation systems, or any critical resource shortages could cause a significant interruption in EVgo’s business, damage or destroy EVgo’s facilities or inventory and cause the Company to incur significant costs, any of which could harm EVgo’s business, financial condition and results of operations. Climate change may also result in various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact EVgo’s business. Such physical risks may result in damage to EVgo’s facilities or otherwise adversely impact operations. The insurance EVgo maintains against fires, earthquakes, hurricanes and other disasters and damage may not be adequate to cover losses in any particular case.

In addition, rolling public safety power shut offs in California or other states can affect throughput and/or user acceptance of EVs, as charging may be unavailable at the desired times, or at all during these events. These shut offs could also affect the ability of fleet operators to charge their EVs, which, for example, could adversely affect transportation schedules or any service level agreements to which either EVgo or the fleet operator may be a party. Additionally, extended patterns of extreme cold weather have caused and may in the future cause, owners of EVs to experience reduced charging speeds and driving ranges. If any of these events occur and/or persist, the demand for EVs could decline, which would result in reduced demand for charging.

Further, severe natural disasters could affect vendors’ data centers in a temporary or longer-term fashion which would adversely affect EVgo’s ability to operate EVgo’s network.

EVgo’s charging stations are often located in areas that are publicly accessible and may be exposed to vandalism or misuse by customers or other individuals, which would increase EVgo’s replacement and maintenance costs.

EVgo’s public chargers may be exposed to vandalism or misuse by customers and other individuals, increasing wear and tear of the charging equipment. Such damage could shorten the usable lifespan of the chargers and require the Company to increase its spending on replacement, maintenance and insurance costs and could result in site hosts reconsidering the value of hosting EVgo’s charging stations at their sites. In addition, the cost of any such damage may not be covered by EVgo’s insurance in full or at all and, in the event of repeated damage to EVgo’s charging equipment, EVgo’s insurance premiums could increase and it could be subject to additional insurance costs or may not be able to obtain insurance at all, any of which could have an adverse effect on its business.

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EVgo is dependent upon the availability of electricity at EVgo’s current and future charging stations. Cost increases, delays and/or other restrictions on the availability of electricity would adversely affect EVgo’s business and results of EVgo’s operations.

The operation and development of EVgo’s charging stations is dependent upon the availability of electricity, which is beyond EVgo’s control. EVgo’s charging stations are affected by problems accessing electricity sources, such as planned or unplanned power outages. In recent years, shortages of electricity have resulted in increased costs to users and interruptions in service. In particular, California has experienced rolling blackouts due to excessive demands on the electrical grid or as precautionary measures against the risk of wildfire. Similarly, Texas has experienced failures in its electrical grid due to severe weather. In the event of a power outage, EVgo will be dependent on the utility company and in some cases the Site Host, to restore power. Any prolonged power outage could adversely affect customer experience and EVgo’s business and results of operations.

Changes in utility electricity pricing or new and restrictive constructs from regulations applicable to pricing may adversely impact future operating results. For example, some jurisdictions have required the Company to switch from pricing on a per-minute basis to a per-kWh basis and other jurisdictions may follow suit. Utility rates may change in a way that adversely affects fast charging or in a way that may limit EVgo’s ability to access certain beneficial rate schedules. In addition, utilities or other regulated entities with monopoly power may receive authority to provide charging services that result in an anti-competitive advantage relative to the Company and other private sector operators.

Some of EVgo’s business objectives are dependent upon the purchase of renewable energy certificates and an increase in the cost of such certificates may adversely impact EVgo’s business and results of operations.

As part of EVgo’s business strategy, EVgo markets the electricity provided from EVgo’s charging stations as 100% renewable. EVgo purchases various RECs in order to qualify the electricity that EVgo distributes through its charging stations as renewable. Several states have passed renewable energy portfolio standards, which set a minimum percentage of energy that must be generated from renewable sources. These standards may require utilities or load serving entities to acquire RECs annually in order to demonstrate their compliance. Other regulations may also impact the supply of and demand for, such RECs. While higher renewable energy portfolio standards may also increase the amount of renewable energy available, EVgo cannot predict the impact such regulations may have on the price or availability of RECs. If EVgo is unable to purchase a sufficient amount of RECs, EVgo may be unable to achieve this objective, which may negatively impact EVgo’s reputation in the marketplace. If the cost of RECs increases, EVgo may be unable to fully pass the higher cost of RECs through to EVgo’s customers and increases in the price of RECs may decrease EVgo’s results of operations.

EVgo’s success depends on EVgo’s ability to develop and maintain relationships with automotive OEM and fleet partners.

The success of EVgo’s business depends on EVgo’s ability to develop and maintain relationships with OEMs, such as GM, Nissan, Tesla and others. These relationships help the Company access new customers and build brand awareness through co-marketing. EVgo may also benefit from promotional programs sponsored by OEMs, such as prepaid charging credits. In some cases, EVgo’s OEM partners have agreed to fund capital expenditures related to the build-out of EVgo’s charger network. For example, GM is providing payments for performance obligations that will help fund the accelerated build-out of 3,250 charger stalls for EVgo’s fast charger network through March 2026. If EVgo fails to maintain or develop relationships with OEMs, or if OEMs opt to partner with competitors rather than the Company, EVgo’s revenues may decline and EVgo’s business may suffer.

There can be no certainty that EVgo will be able to identify and contract with suitable additional OEM and fleet partners. To the extent EVgo identifies such partners, EVgo will need to negotiate the terms of a commercial agreement with such partners. There can be no assurance that EVgo will be able to negotiate commercially attractive terms with additional OEM and fleet partners, if at all. EVgo may also be limited in negotiating future commercial agreements by the provisions of EVgo’s existing contracts such as “most-favored nations” clauses. For example, EVgo’s contracts with GM prohibit the Company from entering into agreements for similar programs on terms more favorable than the terms afforded to GM for a limited period of time. See Part I, Item 1, “Business — Customers, Partnerships and Strategic Relationships.”

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In addition, EVgo may be unable to maintain successful relationships with EVgo’s OEM and fleet partners. Some of EVgo’s existing agreements require the Company to meet specified performance criteria. If EVgo fails to meet such criteria, the agreements could be terminated and EVgo may be obligated to pay significant penalties or other damages. If an agreement is terminated, any support payments pursuant to the contract would cease. Finally, if OEMs observe the Company failing to meet EVgo’s specified performance criteria, EVgo’s reputation may be damaged and it may become more difficult for the Company to establish new partnerships with OEMs.

EVgo’s revenue growth will depend in significant part on EVgo’s ability to increase sales of EVgo’s products and services to fleet operators, including medium- and heavy-duty vehicle fleets and rideshare operators. The electrification of fleets is an emerging market and fleet operators may not adopt EVs on a widespread basis, operate on the timelines EVgo anticipates or rely on public and/or private fast charging and EVgo’s network. In addition to the factors affecting the growth of the EV market generally, transitioning to an EV fleet can be costly and capital intensive, which could result in slower than anticipated adoption. The sales cycle could also be longer for sales to fleet operators with formal procurement processes. Fleet operators may also require significant additional services and support and if EVgo is unable to provide such services and support, it may adversely affect EVgo’s ability to attract additional fleet operators as customers. Any failure to attract and retain fleet operators as customers in the future would adversely affect EVgo’s business and results of operations.

If EVgo fails to offer high-quality support to Site Hosts or drivers or fails to maintain high charger availability and strong user experience, EVgo’s business and reputation will suffer.

Once EVgo’s charging stations are installed, Site Hosts and drivers rely on the Company to provide maintenance services to resolve any issues that might arise in the future. Rapid and high-quality customer and equipment support is important so drivers can receive reliable charging for their EVs. The importance of high-quality customer and equipment support will increase as EVgo seeks to expand EVgo’s business and pursue new customers and geographies. If EVgo does not quickly resolve issues and provide effective support, EVgo’s ability to retain customers or sell additional products and services to existing customers could suffer, and EVgo’s brand and reputation could be harmed. EVgo has limited experience with certain of its charging equipment. While EVgo conducts extensive testing on all new equipment prior to deployment, its assumptions regarding the durability and reliability of its charging equipment could prove to be materially different from the actual performance of such equipment, causing the Company to incur substantial expense to repair or replace defective equipment in the future. Any widespread or persistent equipment failures could damage EVgo’s market reputation, cause its sales and charging revenue to decline, require EVgo to repair or replace the defective equipment, and increase EVgo’s maintenance costs, any of which could have a material adverse effect on EVgo’s business and results of operations.

Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruptions in service, which could harm EVgo’s business.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in EVgo’s services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking, phishing attacks and denial-of-service attacks against online networks have become more prevalent and may occur on EVgo’s systems. Any attempts to disrupt EVgo’s services or systems could harm EVgo’s business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy, result in fines, penalties or other liabilities and damage EVgo’s reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks and similar disruptions. Even with the security measures implemented by the Company, such as managed security services that are designed to detect and protect against cyber-attacks and similar disruptions and any additional measures EVgo may implement or adopt in the future, EVgo’s facilities and systems and those of EVgo’s third-party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism, or other events. Efforts to prevent cyberattacks and similar disruptions are expensive to implement and, as the regulatory framework for data privacy and security worldwide continues to evolve and develop, EVgo may incur additional significant costs to comply with new or existing laws, regulations and

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other obligations and EVgo may not be able to cause the implementation or enforcement of such preventions or compliance with such laws and regulations with respect to EVgo’s third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, an inability to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm EVgo’s reputation, brand and ability to attract customers.

EVgo has previously experienced and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. EVgo relies on data carrier networks to support reliable operation, management and maintenance of EVgo’s charger network, charging session management, driver authentication and payment processing, all of which depend on reliable connections with wireless communications networks. As a result, EVgo’s operations depend on a handful of public carriers and are exposed to disruptions related to network outages and other communications issues on the carrier networks. See “— Risks Related to EVgo’s Technology, Intellectual Property and Infrastructure — Interruptions, delays in service, communications outages or inability to increase capacity at third-party data center facilities could impair the use or functionality of EVgo’s subscription services, harm EVgo’s business and subject the Company to liability.” If EVgo’s services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for EVgo’s solutions from customers.

There are several factors ranging from human error to data corruption that could materially impact the efficacy of any processes and procedures designed to enable the Company to recover from a disaster or catastrophe, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular cyber-attack, disaster or catastrophe or other disruption, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which would adversely affect EVgo’s business and financial results.

Growing EVgo’s customer base depends upon the effective operation of EVgo’s mobile applications with mobile operating systems, networks and standards that EVgo does not control.

EVgo is dependent on the interoperability of EVgo’s mobile applications with popular mobile operating systems that EVgo does not control, such as Google’s Android and Apple’s iOS and any changes in such systems that degrade EVgo’s products’ functionality or give preferential treatment to competitive products could adversely affect the usage of EVgo’s applications on mobile devices. Additionally, in order to deliver high quality mobile products, it is important that EVgo’s products work well with a range of mobile technologies, systems, networks and standards that EVgo does not control. EVgo may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards.

In addition, a significant portion of EVgo’s software platform depends on EVgo’s partnership with Driivz, an EV charging management platform. If for any reason Driivz is unable to effectively support EVgo’s software platform, EVgo’s business could be adversely impacted. Furthermore, if for any reason EVgo is no longer able to maintain that partnership, EVgo may face a material challenge in efficiently migrating EVgo’s software offering to a new partner.

EVgo is subject to risks associated with integrating the PlugShare acquisition, and should EVgo pursue additional acquisitions in the future, EVgo would be subject to risks associated with completing and integrating such acquisitions.

On July 9, 2021, EVgo acquired PlugShare for $25 million in cash, including repayment of $3 million of indebtedness. PlugShare is an EV cloud-based data solution provider formed in 2009 and focused on EV app development, market research, data licensing, reporting and advertising. EVgo continues to be subject to risks with fully integrating the PlugShare personnel as well as the technology platforms acquired.

EVgo may acquire additional assets, products, technologies or businesses that are complementary to EVgo’s existing business and strategic direction. The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into EVgo’s own business and operations would require attention from management and could result in a diversion of resources from EVgo’s existing business, which in turn could have an adverse effect on EVgo’s operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities or securities convertible into equity securities,

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EVGO US Equity

EVGO · 10-K · period ended 2022-12-31

Item 1. Business.

Item 1A. Risk Factors.

EVGO US Equity☆

EVGO · 10-K · period ended 2022-12-31

Item 1. Business.

Item 1A. Risk Factors.

EVGO US Equity