The following discussion and analysis provide information that we believe is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025 included elsewhere in this Quarterly Report and the audited consolidated financial statements and related notes thereto as of and for the years ended December 31, 2025 and 2024 contained in the Annual Report. In addition to historical information, this discussion contains forward-looking statements that involve numerous risks, uncertainties, and assumptions that could cause our actual results to differ materially from our expectations due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report.
Overview
We are one of the nation’s leading public EV fast charging providers. With more than 1,200 fast charging stations across over 47 states, we strategically deploy localized and accessible charging infrastructure by partnering with leading businesses across the U.S., including retailers, grocery stores, restaurants, shopping centers, gas stations, rideshare operators and autonomous vehicle companies. At our Innovation Lab, we perform extensive interoperability testing and have ongoing technical collaborations with leading automakers and industry partners to advance the EV charging industry and deliver a seamless charging experience.
The foundation of our business is building, owning and operating EV fast charging sites that deliver charging to EVs driven by individuals, commercial drivers, and fleet operators. Our core revenue stream is from the provision of charging services for EVs of all types on our network. In addition, a variety of business-to-business commercial relationships provide us with revenue or cash payments based on commitments to build new infrastructure, provide guaranteed access to charging, and provide marketing, data and software-driven services. We also earn revenue from the sale of regulatory credits generated through sales of electricity and our operation and ownership of our DCFC network. We believe this combination of revenue streams can drive long-term margin expansion and customer retention.
Specifically, charging network revenue is earned through the following streams:
•Charging Revenue, Retail: We sell electricity directly to drivers who access our publicly available networked chargers. Various pricing plans exist for customers and drivers have the choice to charge through a subscription offering or a variety of pay-as-you-go plans. Drivers locate the chargers through our mobile application, their vehicle’s in-dash navigation system, or third-party databases, such as PlugShare, that license charger-location information from us. Our chargers are generally installed in parking spaces owned or leased by commercial or public-entity Site Hosts that desire to provide charging services at their respective locations. Commercial Site Hosts include retail and grocery stores, offices, medical complexes, airports and convenience stores. Our offerings are well aligned with the goals of Site Hosts, as many commercial businesses view charging capabilities as essential to attracting tenants, employees, customers and visitors, and achieving sustainability goals. Site Hosts are generally able to obtain these benefits at no cost when partnering with us through our owner and/or operator model, in which we are responsible for the development, construction, and operation of chargers located on Site Hosts’ properties. In many cases, Site Hosts will earn revenue from license payments in the form of parking space rental fees that we pay in exchange for use of the site.
•Charging Revenue, Commercial: High volume fleet customers, such as transportation networking companies or delivery services and rideshare, can access our charging infrastructure through our vast public network. Pricing for charging services is most often negotiated directly with the fleet owner based on the business needs and usage patterns of the fleet. In these arrangements, we contract with and bill either the fleet owner directly or an individual fleet driver utilizing our chargers.
•Charging Revenue, OEM: We offer OEM charging programs with revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and the provision of charging services for EV drivers. We contract directly with OEMs to provide charging services to drivers who have purchased or leased such OEMs’ EVs and who access our public charger network. Other related services currently provided to OEMs by us include co-marketing, data services and digital application services. Our OEM relationships are a core customer-acquisition channel.
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•Regulatory Credit Sales: As a charging station owner and operator, we earn regulatory credits, such as LCFS credits and other regulatory credits, in states where such programs are enacted currently, including the Fast Charging Infrastructure program in California. These credits are generated through charging station operations based on the volume of kWh sold. We earn additional revenue through the sale of these credits to buyers obligated to purchase the credits to comply with the program mandates.
•Network Revenue, OEM: This revenue stream represents revenue related to contracts that have significant charger infrastructure build programs, which represent set-up costs under ASC 606. Proceeds from these contracts are allocated to performance obligations including branding, memberships, reservations and the expiration of unused charging credits. Revenues from branding are recognized over time as the services are performed and measurement is recognized straight-line over the performance period. For memberships and reservations, revenue is recognized over time and measured over the period on a straight-line basis as performance obligations are met. Any unused charging credits are recognized as breakage using the proportional method or, for programs where there is not enough information to determine the pattern of rights exercised by the customer, the remote method.
We generate non-charging network revenue from the following streams:
•eXtend Revenue: Through EVgo eXtend, we provide hardware, design, and construction services for charging sites, as well as ongoing operations, maintenance and networking and software integration solutions, while customers purchase and retain ownership of the charging assets. Existing customers with EVgo accounts are able to access eXtend chargers through our mobile app, among other options. For some EVgo eXtend customers, we also provide grant application support and related services.
•AV and ancillary Revenue: In addition to offering access to our public network, we offer dedicated charging solutions to autonomous vehicle and other fleets. Through our fleet offerings, we develop, build, and service charging assets for fleets, including through off-site charging hubs that we have secured without requiring a fleet to directly incur capital expenditures. We offer a variety of pricing models for dedicated charging solutions, including a mix of volumetric commitments and variable and fixed payments for provision of charging services. We enter into operating and sales-type leases with our dedicated fleet customers. We also offer a variety of software-driven digital, development and operations services to customers. These offerings currently include customization of digital applications, charging data integration, access to chargers behind parking lot or garage pay gates, microtargeted advertising and charging reservations as well as all services provided under PlugShare such as data, research and advertising services.
Key Components of Results of Operations
Revenue
Our revenue is generated across various business lines. The majority of our revenue is generated from the sale of charging services, which are comprised of retail, commercial and OEM business lines, and our eXtend offering. In addition, we generate AV and ancillary revenue through services provided to dedicated fleets, which includes both operating and sales-type lease structures, the sale of data services and consumer retail services. We also offer network services to OEM customers, including branding and memberships. Finally, as a result of owning and operating the EV charging stations, we earn regulatory credits such as LCFS credits, which are sold to generate additional revenue.
Cost of Sales
Charging Network. Charging network cost of sales consists primarily of energy usage fees, site operating and maintenance expenses, network charges, warranty and repair services, and site lease and related expenses associated with the EVgo Public Network.
Other. Other cost of sales is primarily related to costs associated with the eXtend and dedicated charging businesses, the sale of data services, and other ancillary services.
Depreciation, Net of Capital-Build Amortization. Depreciation, net of capital-build amortization, consists of depreciation related to property and equipment associated with charging equipment and installation and is partially offset by the amortization of capital-build liabilities associated with third-party funding received for charging stations and other programs.
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Gross Profit (Loss) and Gross Margin
Gross profit (loss) consists of our revenue less our total cost of sales. Gross margin is gross profit (loss) as a percentage of revenue.
Operating Expenses
General and Administrative. General and administrative expenses primarily consist of payroll and related personnel expenses, IT and office services, customer service, office rent expense and professional services. We expect our general and administrative expenses to increase in absolute dollars as we continue to grow our business. We also expect to continue to incur additional expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and debt agreements, general insurance and directors’ and officers’ insurance, investor relations and other professional services.
Depreciation, Amortization and Accretion. Depreciation, amortization and accretion consists of depreciation related to property, equipment and software not associated with charging equipment and, therefore, not included in the depreciation, net of capital-build amortization expenses recorded in cost of sales. This also includes amortization of intangible assets and accretion related to our asset retirement obligations.
Operating Profit (Loss) and Operating Margin
Operating profit (loss) consists of our gross profit (loss) less total operating expenses. Operating margin is operating profit (loss) as a percentage of revenue.
Interest Expense
Interest expense consists of interest expense from the amortization of deferred debt issuance costs and interest expense incurred on long-term debt, and is presented net of amounts capitalized to property and equipment.
Interest Income
Interest income consists primarily of interest earned on cash, cash equivalents and restricted cash.
Change in Fair Values of Warrant and Earnout Liabilities
The change in the fair values of the warrant and earnout liabilities reflects the mark-to-market adjustments associated with Warrants to purchase shares of our common stock and earnout liabilities for each reporting period.
Income Taxes
Our provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to our ownership in EVgo OpCo.
Net Earnings (Loss) Attributable to Redeemable Noncontrolling Interest
Net earnings (loss) attributable to redeemable noncontrolling interest represents the share of net earnings or loss that is attributable to the holder of our Class B common stock, which is EVgo Holdings.
Key Performance Indicators
Our management uses several performance metrics to manage the business and evaluate financial and operating performance:
Network Throughput on the EVgo Public Network
Network throughput represents the total amount of GWh consumed on the EVgo Public Network. We typically monitor GWh sales by three components: business line, customer and customer type. We believe monitoring of component trends and contributions is the appropriate way to monitor and measure business-related health.
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Number of DC Stalls on the EVgo Public Network
One stall can charge one vehicle at a time. There are certain configurations of our sites where one DC charger is capable of charging only one vehicle at a time; all chargers at such a site are counted as one stall per one charger. There are certain configurations of our sites where one DC charger is capable of charging two vehicles simultaneously; all chargers at such a site are counted as two stalls per one charger.
The following table presents network throughput and the number of DC Stalls on the EVgo Public Network:
June 30,
2026 2025
Network throughput (GWh) on the EVgo Public Network for the three months ended 99 88
Network throughput (GWh) on the EVgo Public Network for the six months ended 190 172
Number of DC Stalls on the EVgo Owned Public Network (in thousands) as of 3.9 3.5
Factors Affecting Our Operating Results
We believe that our performance and future success depend on a number of factors, including those discussed below and in Part II, Item 1A, “Risk Factors.”
EV Sales
Our revenue growth is largely a result of the adoption and continued acceptance and usage of passenger and commercial EVs, which we believe drives the demand for electricity, charging infrastructure and charging services. The market for EVs is still rapidly evolving and, although demand for EVs has grown in recent years, there is no guarantee of such future demand. Third-party industry forecasts for the number of battery electric vehicles in operation in the United States have been revised downward over the past several quarters, reflecting, among other factors, the impact of changes in government incentive programs, including the enactment of the OBBBA and the termination of the 30C income tax credit. The pace of new customer additions to our network has also moderated in recent quarters, consistent with these broader market trends. While BEV adoption is expected to continue to grow, the pace of that growth may be slower than previously anticipated, which could affect the near-term demand for our charging services and the rate at which we realize expected returns on our infrastructure investments. Factors impacting the adoption of EVs include perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; availability of services for EVs; consumers’ perception about the convenience, speed, reliability and cost of EV charging; volatility in the price of gasoline and diesel; EV supply chain shortages and disruptions including, but not limited to, availability of certain components (e.g., semiconductors and critical raw materials necessary for the production of EVs and EV batteries), the ability of EV OEMs to ramp-up EV production and/or allocate sufficient quantities of EV models to the U.S. market; domestic content requirements or other policy constraints; availability of batteries and battery materials; availability, cost and desirability of other alternative fuel vehicles, including plug-in hybrid EVs and high fuel-economy gasoline and diesel-powered vehicles; increases in fuel efficiency; regulations applicable to vehicle emissions and fuel economy; and availability of federal and state credits for EV purchases. In addition, macroeconomic factors could impact demand for EVs, particularly since the sales price of EVs can be more expensive than traditional gasoline-powered vehicles. If the market for EVs does not develop as expected or if there is any slowdown or delay in overall adoption of EVs, our business, financial condition and results of operations may be materially and adversely affected.
Electrification of Fleets
We face competition in the emerging fleet electrification segment, including from certain fleet customers who may opt to install and own charging equipment on their property; however, we believe our unique set of offerings to fleets and our existing charging network position us advantageously to win business from fleets. Fleet owners are generally more sensitive to the total cost of ownership of a vehicle than private-vehicle owners. As such, electrification of vehicle fleets may occur more slowly or more rapidly than management forecasts based on the cost to purchase, operate and maintain EVs and the general availability of such vehicles relative to those of internal combustion engine vehicles. Our ability and our competitors’ ability to offer competitive charging services and value-added ancillary services may impact the pace at which fleets electrify and may impact our ability to capture market share in fleets. Additionally, federal, state and local government support and regulations directed at fleets (or lack thereof) may accelerate or delay fleet electrification and increase or reduce our business opportunity.
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Competition
The EV charging industry is increasingly competitive. The principal competitive factors in the industry include charger count, locations, accessibility and reliability; charger connectivity to EVs and ability to charge widely adopted standards; speed of charging relative to expected vehicle dwell times at a location; DCFC network reliability, scale and local density; software-enabled service offerings and overall customer experience; operator brand, track record and reputation; access to equipment vendors and service providers; policy incentives; and pricing. Existing competitors may expand their product offerings and sales strategies, new competitors may enter the market and certain fleet customers may choose to install and operate their own charging infrastructure. If our market share decreases due to increased competition, our revenue and ability to generate profits in the future may be impacted.
Geopolitical and Macroeconomic Environment
The current administration has initiated, and may continue to initiate, a series of new policies, including but not limited to tariffs and global trade initiatives, tax laws and environmental policies, which may impact our business. During the last several years, the global economy has experienced disruption and sustained volatility due to a number of factors, such as the conflict in Ukraine and tensions in the Middle East, which have led to disruptions, instability and volatility in global markets and industries and will likely continue to lead to geopolitical instability, market uncertainty and supply disruptions.
Additionally, uncertainties in trade policy, including the implementation of tariffs and the resulting creation or expansion of potential trade wars between countries in which we source our components, and recent 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. We continue to analyze the impact that existing tariffs have on our business and actions we can take to minimize their impact, while also monitoring for any changes to such tariffs or implementation of potential new tariffs. We remain vigilant of factors that may have the effect of raising the cost of capital and depressing economic growth.
The current economic environment remains uncertain, and the extent to which our operating and financial results for future periods will be impacted by the conflict in Ukraine and tensions in the Middle East region, rates of inflation, instability in the financial services sector, supply-chain disruptions, governmental implementation of tariffs or other changes in restrictions on trade and efforts to reduce inflation and any recession will largely depend on future developments, which are highly uncertain and cannot be reasonably estimated at this time. In addition, continued long lead times of grid equipment such as transformers may impact our development cycle.
Government Mandates, Incentives and Programs
The U.S. federal government and some state and local governments provide incentives to EV charging station owners in the form of rebates, tax credits, low-cost funding and other financial incentives, such as payments for regulatory credits. Several entities offer incentives to offset vehicle purchases as well. These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV charging stations. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced or terminated as a matter of regulatory or legislative policy, which if pursued, could impact the availability or value of these grants and/or tax provisions. Any reduction in rebates, tax credits or other financial incentives available to EVs or EV charging stations could negatively affect the EV market and adversely impact our business operations and expansion potential.
The OBBBA, signed into law on July 4, 2025, makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. We currently do not expect the OBBBA to have a material impact on our condensed consolidated financial statements, even when considering the sunset of the 30C income tax credit for EV charging to take place on June 30, 2026 as a result of its passage.
Additional legislative or regulatory actions under the current administration of 119th Congress, if pursued, could impact the availability or value of these incentives. Further, the impact government EV initiatives, including regulatory requirements and restrictions that may impact our ability and our competitors' ability to take advantage of such initiatives, cannot be known with any certainty at this time, and we may not reap any or all of the expected benefits of these initiatives if material changes are made to these laws or the regulations, which could negatively affect the EV market and adversely impact our business operations and expansion potential.
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In addition, a number of states offer various rebates, grants and tax credits to incentivize both EV and EV supply equipment purchases. In many states, utilities also offer rebates or other incentive programs, typically “make-ready” programs, to incentivize the development of EV charging infrastructure.
Technology Risks
We rely on numerous internally developed technologies, including through a joint development agreement with Delta, and externally sourced hardware and software technologies to operate our network and generate earnings. We engage a variety of third-party vendors for non-proprietary hardware and software components and software-as-a-service elements. As a result of any defects, errors, bugs, malfunctions, or excessive wear to these hardware and/or software components, our stall availability and/or performance may be impacted, which could materially and adversely affect our business, financial condition and results of operations. Our ability to continue to integrate our technology stack with technological advances in the wider EV ecosystem including EV model characteristics, charging standards, charging hardware, software and battery chemistries and value-added customer services will determine our sustained competitiveness in offering charging services. There is a risk that some or all of the components of the EV technology ecosystem will become obsolete and that we will be required to make significant investments to continue to effectively operate our business. For example, SAE International, a standards-developing organization for automotive engineering professionals, recently approved the SAE J3400 industry standard (also known as NACS) for production. We began adding NACS connectors to our fast-charging network in early 2025 and intend to continue this effort; however, continued integration of NACS connectors in future charger installations and on certain existing chargers will require investment and management attention to select chargers which properly balance expectations of existing customers while attracting new users who prefer to use NACS connectors.
Management believes that our business model is well-positioned to enable us to remain technology-, vendor- and OEM-agnostic over time and allow the business to remain competitive regardless of long-term technological shifts in EVs, batteries or modes of charging.
Sales of Regulatory Credits
We derive revenue from selling regulatory credits earned for participating in LCFS programs, or other similar carbon or emissions trading schemes, in various jurisdictions in the U.S. The sale of these credits is based on market prices. These credits are exposed to various market and supply and demand dynamics which can drive price volatility and which are difficult to predict. Price fluctuations in credits may have a material effect on future results of operations. The availability of such credits depends on continued governmental support for these programs. If these programs are modified, reduced or eliminated, our ability to generate this revenue in the future would be adversely impacted. We are currently monitoring the impact of a set of amendments to strengthen California’s LCFS program, which went into effect on July 1, 2025. In addition to California, we are also monitoring implementation of New Mexico’s program and a number of Clean Fuels proposals being contemplated in state legislatures across the U.S.
Seasonality
We believe that EV charging is subject to seasonality related to driving, travel and economic activity that impacts demand for charging. For example, Americans typically drive more miles in the summer months and fewer in the winter months, especially in January and February. Our rideshare drivers also typically experience lower activity levels in the first quarter. Lastly, we experience seasonality in our electric costs as many electric utilities charge higher rates in the summer (typically defined as a four-month period starting in June), than the rest of the year.
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Results of Operations for the Three Months Ended June 30, 2026 and 2025
The table below presents our results of operations:
Three Months Ended June 30, Change
(dollars in thousands) 2026 2025 $ %
Revenue
Total charging network $ 61,421 $ 51,828 $ 9,593 19 %
Non-charging network
eXtend 18,017 37,385 (19,368) (52) %
AV and ancillary 3,210 8,817 (5,607) (64) %
Total non-charging network 21,227 46,202 (24,975) (54) %
Total revenue 82,648 98,030 (15,382) (16) %
Cost of sales
Charging network 39,247 32,545 6,702 21 %
Other 17,217 37,235 (20,018) (54) %
Depreciation, net of capital-build amortization 18,842 14,342 4,500 31 %
Total cost of sales 75,306 84,122 (8,816) (10) %
Gross profit 7,342 13,908 (6,566) (47) %
Operating expenses
General and administrative 44,358 40,596 3,762 9 %
Depreciation, amortization and accretion 3,132 4,124 (992) (24) %
Total operating expenses 47,490 44,720 2,770 6 %
Operating loss (40,148) (30,812) (9,336) 30 %
Other (expense) income, net
Interest expense (8,153) (909) (7,244) 797 %
Interest income 1,433 1,718 (285) (17) %
Other income, net 8 5 3 60 %
Change in fair value of earnout liability — (180) 180 (100) %
Change in fair value of warrant liabilities 268 360 (92) (26) %
Total other (expense) income, net (6,444) 994 (7,438) (748) %
Loss before income tax expense (46,592) (29,818) (16,774) 56 %
Income tax benefit (expense) 250 (3) 253 *
Net loss (46,342) (29,821) (16,522) 55 %
Net loss attributable to redeemable noncontrolling interest (25,569) (16,823) (8,746) 52 %
Net loss attributable to Class A common stockholders $ (20,773) $ (12,998) $ (7,775) 60 %
Gross margin 8.9 % 14.2 %
Operating margin (48.6) % (31.4) %
Network throughput (GWh) on the EVgo Public Network 99 88
Number of DC Stalls on the EVgo Public Network (in thousands) as of 3.9 3.5
_______________________________________________________________________________________________
* Percentage greater than 999% or not meaningful.
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Revenue
Total revenue for the three months ended June 30, 2026 decreased $15.4 million, or 16%, to $82.6 million compared to $98.0 million for the three months ended June 30, 2025. As further discussed below, the decrease in total revenue was primarily due to a $19.4 million decrease in eXtend revenue and a $5.6 million decrease in AV and ancillary revenue, partially offset by a $9.6 million increase in charging network revenue.
Total Charging Network. Total charging network increased $9.6 million, or 19%, to $61.4 million for the three months ended June 30, 2026 compared to $51.8 million for the three months ended June 30, 2025. Period-over-period growth was primarily due to a $4.8 million increase in network revenue, OEM, due to increased marketing revenue, and to a lesser extent, increased breakage revenue, a $2.2 million increase in commercial charging revenue, due to an overall increase in throughput volume from a greater number of public fleet customers, and a $2.2 million increase in regulatory credit sales, due to increased throughput resulting in additional credit generation and improved market prices.
eXtend Revenue. eXtend revenue for the three months ended June 30, 2026 decreased $19.4 million, or 52%, to $18.0 million compared to $37.4 million for the three months ended June 30, 2025. The decrease was primarily due to a $17.5 million decrease in equipment sales, reflecting lower equipment needs relative to the prior period, a $2.2 million decrease in construction revenue due to lower construction projects in process or completed, partially offset by a $0.7 million increase in operating and maintenance revenue.
AV and Ancillary Revenue. AV and ancillary revenue for the three months ended June 30, 2026 decreased $5.6 million, or 64%, to $3.2 million compared to $8.8 million for the three months ended June 30, 2025. The decrease was primarily due to a $5.3 million decrease in revenue recognized from sales-type lease arrangements with dedicated fleet customers during the three months ended June 30, 2026.
Cost of Sales
Charging Network. Charging network cost of sales for the three months ended June 30, 2026 increased $6.7 million, or 21%, to $39.2 million compared to $32.5 million for the three months ended June 30, 2025. The increase in charging network cost of sales was primarily due to a $3.5 million increase in non-energy costs resulting primarily from increased maintenance activities and rent and related expenses due to the growth of our network and a $3.2 million increase in energy costs, driven primarily by higher throughput.
Other. Other cost of sales for the three months ended June 30, 2026 decreased $20.0 million, or 54%, to $17.2 million compared to $37.2 million for the three months ended June 30, 2025. The decrease in other cost of sales was primarily due to a $17.1 million decrease in costs to support our eXtend revenue and a $2.7 million decrease in costs of sales related to revenue recognized from a sales-type lease arrangement with dedicated fleet customers.
Depreciation, Net of Capital-Build Amortization. Depreciation, net of capital-build amortization, for the three months ended June 30, 2026 increased $4.5 million, or 31%, to $18.8 million compared to $14.3 million for the three months ended June 30, 2025 due to the growth of our charging network.
Gross Profit and Gross Margin
Gross profit for the three months ended June 30, 2026 decreased $6.6 million to $7.3 million, compared to $13.9 million for the three months ended June 30, 2025. Gross margin for the three months ended June 30, 2026 and 2025 was 8.9% and 14.2%, respectively.
Operating Expenses
General and Administrative Expenses. General and administrative expenses for the three months ended June 30, 2026 increased $3.8 million, or 9%, to $44.4 million compared to $40.6 million for the three months ended June 30, 2025. The increase was primarily driven by a $1.2 million increase in project expenses, a $1.1 million increase in loss on disposal of property and equipment, net of insurance recoveries, a $1.0 million increase in software costs, a $0.9 million increase in bad debt expense and a $0.7 million increase in marketing and advertising expense, partially offset by a $1.5 million decrease in impairment expense.
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Depreciation, Amortization and Accretion. Depreciation, amortization and accretion expenses for the three months ended June 30, 2026 decreased $1.0 million, or 24%, to $3.1 million compared to $4.1 million for the three months ended June 30, 2025. The decrease was primarily due to $0.7 million in decrease in amortization related to intangible assets and a $0.4 million decrease in amortization related to software.
Operating Loss and Operating Margin
During the three months ended June 30, 2026, we had an operating loss of $40.1 million, an increase of $9.3 million, or 30%, compared to $30.8 million for the three months ended June 30, 2025. Operating margin for the three months ended June 30, 2026 was negative 48.6% compared to negative 31.4% for the three months ended June 30, 2025 primarily due to reduced gross margin and reduced leveraging of operating expenses.
Interest Expense
Interest expense for the three months ended June 30, 2026 increased $7.2 million, or 797%, to $8.2 million compared to $0.9 million for the three months ended June 30, 2025. The increase was due to higher interest expense incurred related to the DOE Loan and Credit Agreement, which is presented net of amounts capitalized to property and equipment, due to higher debt balances on both the DOE Loan and Credit Agreement.
Interest Income
Interest income for the three months ended June 30, 2026 decreased $0.3 million, or 17% to $1.4 million compared to $1.7 million for the three months ended June 30, 2025. The decrease was primarily due to lower interest rates during the three months ended June 30, 2026 compared to the same prior-year period.
Other Income, Net
Other income, net, for the three months ended June 30, 2026 and 2025 was de minimis.
Changes in Fair Values of Warrant and Earnout Liabilities
For the three months ended June 30, 2026, there was a $0.3 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $0.2 million gain for the three months ended June 30, 2025. The change between periods was primarily due to a decrease in the fair value of the warrant and earnout liabilities during the three months ended June 30, 2026 compared to the same prior-year period. The Public Warrants and the Private Placement Warrants expired July 1, 2026. See “Part I, Item 1: Financial Statements — Note 11 — Fair Value Measurements” for more information.
Income Tax Benefit (Expense), Net
For the three months ended June 30, 2026 and 2025, our income tax (benefit) expense was de minimis. As of June 30, 2026 and 2025, we maintained a full valuation allowance on our net deferred tax assets.
Net Loss Attributable to Class A Common Stockholders
Net loss attributable to Class A common stockholders for the three months ended June 30, 2026 was $20.8 million, compared to $13.0 million for the three months ended June 30, 2025. The increase was primarily driven by a $9.3 million increase in operating loss and a $7.2 million increase in interest expense, partially offset by a $8.7 million increase in net loss attributable to redeemable noncontrolling interest.
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Results of Operations for the Six Months Ended June 30, 2026 and 2025
The table below presents our results of operations:
Six Months Ended June 30, Change
(dollars in thousands) 2026 2025 $ %
Revenue
Total charging network $ 117,138 $ 98,926 18,212 18 %
Non-charging network
eXtend 51,204 60,873 (9,669) (16) %
AV and ancillary 23,837 13,518 10,319 76 %
Total non-charging network 75,041 74,391 650 1 %
Total revenue 192,179 173,317 18,862 11 %
Cost of sales
Charging network 74,846 62,154 12,692 20 %
Other 61,615 57,635 3,980 7 %
Depreciation, net of capital-build amortization 35,418 30,297 5,121 17 %
Total cost of sales 171,879 150,086 21,793 15 %
Gross profit 20,300 23,231 (2,931) (13) %
Operating expenses
General and administrative 90,363 79,224 11,139 14 %
Depreciation, amortization and accretion 6,430 8,219 (1,789) (22) %
Total operating expenses 96,793 87,443 9,350 11 %
Operating loss (76,493) (64,212) (12,281) 19 %
Other (expense) income, net
Interest expense (11,123) (1,426) (9,697) 680 %
Interest income 2,813 3,412 (599) (18) %
Other income, net 18 — 18 *
Change in fair value of earnout liability 22 568 (546) (96) %
Change in fair value of warrant liabilities 1,202 5,704 (4,502) (79)%
Total other (expense) income, net (7,068) 8,258 (15,326) (186) %
Loss before income tax expense (83,561) (55,954) (27,607) 49 %
Income tax benefit (expense) 238 (94) 332 (353) %
Net loss (83,323) (56,048) (27,275) 49 %
Less: net loss attributable to redeemable noncontrolling interest (46,129) (31,688) (14,441) 46 %
Net loss attributable to Class A common stockholders $ (37,194) $ (24,360) $ (12,834) 53 %
Gross margin 10.6 % 13.4 %
Operating margin (39.8) % (37.0) %
Network throughput (GWh) on the EVgo Public Network 190 172
Number of DC Stalls on the EVgo Public Network (in thousands) as of 3.9 3.5
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* Percentage greater than 999% or not meaningful.
Revenue
Total revenue for the six months ended June 30, 2026 increased $18.9 million, or 11%, to $192.2 million compared to $173.3 million for the six months ended June 30, 2025. As further discussed below, the increase in revenue was primarily due to a $18.2 million increase in charging network revenue and a $10.3 million increase in AV and ancillary revenue, partially offset by a $9.7 million decrease in eXtend revenue.
Total Charging Network. Total charging network increased $18.2 million, or 18%, to $117.1 million for the six months ended June 30, 2026 compared to $98.9 million for the six months ended June 30, 2025. Period-over-period growth was
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primarily due to a $8.8 million increase in retail charging revenue due to an overall increase in throughput volume from a greater number of customers, and to a lesser extent, increases in pricing, a $8.4 million increase in network revenue, OEM due to increased marketing revenue, and to a lesser extent, increased breakage revenue, and a $3.3 million increase in commercial charging revenue due to an overall increase in throughput volume from a greater number of public fleet customers, partially offset by a $5.0 million decrease in charging revenue, OEM due to a reduction in customers, as certain OEM agreements expire.
eXtend Revenue. eXtend revenue for the six months ended June 30, 2026 decreased $9.7 million, or 16%, to $51.2 million compared to $60.9 million for the six months ended June 30, 2025. The decrease was primarily due to a $14.4 million decrease in equipment sales reflecting lower equipment needs relative to the prior period, partially offset by a $3.9 million increase in construction revenue due to higher construction projects in process or completed.
AV and ancillary Revenue. AV and ancillary revenue for the six months ended June 30, 2026 increased $10.3 million, or 76%, to $23.8 million compared to $13.5 million for the six months ended June 30, 2025.The increase was primarily due to a $11.9 million increase in revenue recognized from sales-type lease arrangements with dedicated fleet customers, partially offset by a $1.0 million decrease in operating lease revenue.
Cost of Sales
Charging Network. Charging network cost of sales for the six months ended June 30, 2026 increased $12.7 million , or 20%, to $74.8 million compared to $62.2 million for the six months ended June 30, 2025. The increase in charging network cost was primarily due to a $7.0 million increase in non-energy costs resulting primarily from increased maintenance activities and rent and related expenses due to the growth of our network and a $5.7 million increase in energy costs from higher throughput.
Other. Other cost of sales for the six months ended June 30, 2026 increased $4.0 million, or 7%, to $61.6 million compared to $57.6 million for the six months ended June 30, 2025. The increase in other cost of sales was primarily due to a $10.2 million increase in costs of sales related to revenue recognized from a sales-type lease arrangement with dedicated fleet customers, partially offset by a $6.1 million decrease in costs to support our eXtend revenue.
Depreciation, Net of Capital-Build Amortization. Depreciation, net of capital-build amortization, for the six months ended June 30, 2026 increased $5.1 million, or 17%, to $35.4 million compared to $30.3 million for the six months ended June 30, 2025 due to the growth of our charging network.
Gross Profit and Gross Margin
Gross profit for the six months ended June 30, 2026 decreased $2.9 million to $20.3 million, compared to $23.2 million for the six months ended June 30, 2025. Gross margin for the six months ended June 30, 2026 and 2025 was 10.6% and 13.4%, respectively.
Operating Expenses
General and Administrative Expenses. General and administrative expenses for the six months ended June 30, 2026 increased $11.1 million, or 14%, to $90.4 million compared to $79.2 million for the six months ended June 30, 2025. The increase was primarily driven by a $2.0 million increase in software costs, a $1.6 million increase in payroll costs due to an increase in headcount, a $1.4 million increase in project expenses, a $1.3 million increase in impairment expense, a $1.3 million increase in bad debt expense, and a $0.9 million increase in marketing and advertising expense.
Depreciation, Amortization and Accretion. Depreciation, amortization and accretion expenses for the six months ended June 30, 2026 decreased $1.8 million, or 22%, to $6.4 million compared to $8.2 million for the six months ended June 30, 2025. The decrease was primarily due to a $1.5 million decrease in amortization related to intangible assets, a $0.7 million decrease in amortization related to software, and a $0.2 million increase in accretion.
Operating Loss and Operating Margin
During the six months ended June 30, 2026, we had an operating loss of $76.5 million, an increase of $12.3 million, or 19%, compared to $64.2 million for the six months ended June 30, 2025. Operating margin for the six months June 30,
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2026 was negative 39.8% compared to negative 37.0% for the six months ended June 30, 2025 primarily due to reduced gross margin and reduced leveraging of operating expenses.
Interest Expense
Interest expense for the six months ended June 30, 2026 increased $9.7 million, or 680%, to $11.1 million, compared to $1.4 million for the six months ended June 30, 2025. The increase was due to higher interest expense incurred related to the DOE Loan and Credit Agreement, which is presented net of amounts capitalized to property and equipment, due to higher debt balances on both the DOE Loan and Credit Agreement.
Interest Income
Interest income for the six months ended June 30, 2026 decreased $0.6 million, or 18%, to $2.8 million compared to $3.4 million for the six months ended June 30, 2025. The decrease was primarily due to lower interest rates during the six months ended June 30, 2026 compared to the same prior-year period.
Other Income, Net
Other income, net, for the six months ended June 30, 2026 and 2025 was de minimis.
Changes in Fair Values of Warrant and Earnout Liabilities
For six months ended June 30, 2026, there was a $1.2 million gain resulting from the change in fair values of warrant and earnout liabilities compared to a $6.3 million gain for the six months ended June 30, 2025. The change between periods was primarily due to a smaller decrease in the fair value of the warrant and earnout liabilities during the six months ended June 30, 2026 compared to the same prior-year period. The Public Warrants and the Private Placement Warrants expired July 1, 2026. See “Part I, Item 1: Financial Statements — Note 11 — Fair Value Measurements” for more information.
Income Tax Benefit (Expense), Net
For the six months ended June 30, 2026, our income tax benefit was $0.2 million compared to income tax expense of $0.1 million for the six months ended June 30, 2025. As of June 30, 2026 and 2025, we maintained a full valuation allowance on our net deferred tax assets.
Net Loss Attributable to Class A Common Stockholders
Net loss attributable to Class A common stockholders for the six months ended June 30, 2026 was $37.2 million, compared to $24.4 million for the six months ended June 30, 2025. The increase was primarily driven by a $12.3 million increase in operating loss, a $9.7 million increase in interest expense and a $5.0 million increase in gain from changes in the fair value of warrant and earnout liabilities, partially offset by a $14.4 million increase in net loss attributable to redeemable noncontrolling interest.
Liquidity and Capital Resources
We have a history of operating losses and negative operating cash flows. As of June 30, 2026, we had $197.7 million of cash, cash equivalents and restricted cash and working capital of $148.1 million. As of December 31, 2025, we had $210.7 million of cash, cash equivalents and restricted cash and working capital of $161.2 million. Our net cash outflow for the three and six months ended June 30, 2026 was $13.1 million. We believe our cash, cash equivalents, and restricted cash on hand as of June 30, 2026 are sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months from the filing date of this Quarterly Report.
To date, our primary sources of liquidity have been cash flows from the CRIS Business Combination, revenues from our various revenue streams, government grants, proceeds from the transfer of 30C income tax credits, proceeds from sales of our Class A common stock, including under the ATM Program and an underwritten equity offering, loans and equity contributions from our previous owners, and borrowings under long-term debt arrangements. Our primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers and capital
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expenditures (including property and equipment). Our principal uses of cash in recent periods have been funding our operations and investing in capital expenditures, including the purchase of EV chargers for installation.
DOE Loan
On December 12, 2024, Swift Borrower entered into the Guarantee Agreement with the DOE as guarantor, which was amended by the Amendment on April 29, 2026. See Part I, Item 1, “Financial Statements — Note 8 — Long-Term Debt” for additional information. The DOE Loan is structured as a senior secured loan facility of up to $750 million, consisting of $625 million in borrowings and up to $125 million in capitalized interest. The DOE Loan provides that Swift Borrower may draw on the DOE Loan, each such draw, an Advance, at any time during the Availability Period. Advances under the DOE Loan are subject to the satisfaction of customary conditions, including certification of compliance with the loan documents and specified legal requirements and the ongoing accuracy of representations and warranties.
All proceeds from the DOE Loan will be used to reimburse us for an amount equal to 80% of the aggregate of all Eligible Project Costs (as such term is defined in the Amendment) of assets held by Swift Borrower (subject to certain regulatory and contractual requirements), subject to the overall project leverage ratio cap of 65% being reached, after which Swift Borrower will borrow and reimburse Sponsor at the 65% ratio until the end of the Availability Period. At the closing of the DOE Loan, we contributed 1,594 DC Stalls from our existing public network to Swift Borrower as collateral and we may be required to contribute additional DC Stalls or cash to Swift Borrower from time to time. We, through our subsidiary, EVgo Services, will provide charge point operator services to Swift Borrower for the duration of the DOE Loan. Cash received from revenues generated from the contributed DC Stalls is restricted to ensure that we have sufficient funds to keep the contributed stations operational and make our required debt service and fee payments.
The DOE Loan matures on January 7, 2042. Beginning on March 15, 2030 and March 15, 2032, Swift Borrower will be required to make quarterly payments of interest and principal, respectively, to the FFB. Interest rates are fixed at the applicable long-dated U.S. Treasury rate plus a combined liquidity spread and risk-based charge of approximately 1.2% in the aggregate, and accrued interest is capitalized until the end of the Availability Period. Subject to certain conditions, including the existence of no events of default, Swift Borrower may voluntarily prepay any or all of the principal outstanding under the DOE Loan. Additionally, in the event of a Mandatory Prepayment Event (as defined in the Guarantee Agreement), Swift Borrower shall be required to prepay certain amounts outstanding under the DOE Loan. Swift Borrower’s obligations to the DOE and FFB under the DOE Loan are secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of Swift Borrower and the equity interests of Swift Borrower.
The Guarantee Agreement contains customary representations and warranties as well as affirmative and negative covenants (including restrictions on Swift Borrower making distributions to affiliates). The Guarantee Agreement also contains customary events of default including failure to make payments when due, failure to maintain the required debt service coverage ratio, the occurrence of a Change of Control (as defined in the Guarantee Agreement) or other breaches under the Guarantee Agreement. If an event of default occurs, the DOE has certain rights and may, among other options and in its discretion, assess fees and penalties, enforce the collateral, and declare all amounts under the DOE Loan payable immediately in full.
As of June 30, 2026, the outstanding balance under the DOE Loan was $226.1 million, which includes $10.3 million in paid-in-kind interest. As of June 30, 2026, Swift Borrower had $409.0 million of principal available to borrow under the DOE Loan, subject to the satisfaction of conditions contained in the Guarantee Agreement. The weighted average interest rate on the outstanding amounts under the DOE Loan as of June 30, 2026 was 5.63%.
Credit Agreement
On July 23, 2025, Voyager Borrower entered into the Credit Agreement. The Credit Agreement provides for a term facility of up to $300 million, consisting of (i) the Commitment and (ii) the Incremental Commitment. Voyager Borrower may make Borrowings under the Credit Agreement at any time during the Voyager Availability Period. Borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including contribution to Voyager Borrower by EVgo Services of the EV fast charging stalls to which the applicable Borrowing relates, delivery of a Borrowing notice and the ongoing accuracy of certain representations and warranties.
All proceeds from the Credit Agreement will be used to reimburse EVgo Services for up to 60% of certain costs associated with the construction, installation and deployment of the stalls contributed to Voyager Borrower by EVgo
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Services pursuant to the terms of the Credit Agreement and pay for certain transaction costs. The Loans are expected to support more than 1,900 stalls nationwide, including the buildout of more than 1,500 new stalls and 400 stalls that EVgo Services contributed from its existing public network to Voyager Borrower as collateral in connection with the initial borrowing. Under the terms of the Credit Agreement, EVgo Services may contribute additional stalls or cash to Voyager Borrower from time to time during the Voyager Availability Period. EVgo Services will provide charge point operator services to Voyager Borrower in connection with the project for the duration of the Credit Agreement.
Loans under the Credit Agreement may, at the election of Voyager Borrower, be in the form of a SOFR Loan or an ABR Loan (each as defined in the Credit Agreement). SOFR Loans bear interest a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus (i) 3.25% for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 3.50% for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter. ABR Loans bear interest at a rate per annum equal to ABR (as defined in the Credit Agreement) plus (i) 2.25% for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 2.50% for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter. Voyager Borrower began making quarterly interest payments in the year ended December 31, 2025.
Subject to certain conditions, including the existence of no events of default, Voyager Borrower may voluntarily prepay any or all of the principal outstanding under the Credit Agreement. Additionally, upon the occurrence of certain mandatory prepayment events set forth in the Credit Agreement, Voyager Borrower may be required to prepay certain amounts outstanding under the Credit Agreement. Voyager Borrower’s obligations to the Lenders under the Credit Agreement are required to be secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of Voyager Borrower and the equity interests of Voyager Borrower.
As of June 30, 2026, the outstanding balance under the Loan was $71.1 million. As of June 30, 2026, Voyager Borrower had $153.4 million of principal remaining available to borrow under the Commitments, subject to the satisfaction of customary conditions. The weighted average interest rate on the outstanding amounts under the Credit Agreement as of June 30, 2026 was 6.98%.
30C Credits
The Company has historically benefitted from the availability of 30C income tax credits, which effectively subsidizes the cost of placing our charging stations in service. The IRA revised the 30C income tax credits to extend the credit until December 31, 2032, introduce the concept of transferability of such tax credits, expand the credit such that it is capped at $100,000 per item and increase eligibility requirements to require installation of EV charging stations in certain census tracts along with meeting prevailing wage and apprenticeship requirements, among other changes. The OBBBA accelerated the phase-out of IRA credits and 30C income tax credits are now scheduled to expire on June 30, 2026 for any property placed in service after that date. The Company did not transfer any 30C income tax credits during the three or six months ended June 30, 2026.
Delta Charger Supply Agreement
In July 2022, we entered into the Delta Charger Supply Agreement and the Purchase Order with Delta, pursuant to which we will purchase and Delta will sell EV chargers manufactured by Delta from time to time in specified quantities at certain delivery dates over a period of four years. We are obligated to purchase at least 1,000 chargers (which will enable the construction of 2,000 stalls) pursuant to the Delta Charger Supply Agreement and the Purchase Order with the option, at our election, to increase the number of chargers purchased to 1,100. Under the terms of the Purchase Order, we are required to make full payment on such chargers within 60 days of receipt. Our obligations under the Purchase Order are take-or-pay obligations; however, our liability is capped at a maximum of the greater of $30.0 million or 50% of the value of any outstanding firm orders. We entered into the Delta Charger Supply Agreement and Purchase Order in order to meet our obligations under the Pilot Infrastructure Agreement, other potential contractual commitments and our own needs and we intend to fund the capital expenditure required under the Delta Charger Supply Agreement and Purchase Order with proceeds from the Pilot Infrastructure Agreement as well as cash, cash equivalents and restricted cash on hand.
Tax Receivable Agreement
The term of the Tax Receivable Agreement commenced upon the completion of the CRIS Business Combination and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired and all
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required payments are made, unless the Tax Receivable Agreement is terminated early (including upon a change of control). The actual timing and amount of any payments that may be made under the Tax Receivable Agreement are unknown at this time and will vary based on a number of factors. However, the Company Group expects that the payments that it will be required to make to TRA Holders in connection with the Tax Receivable Agreement will be substantial. Any payments made by the Company Group to TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to us or EVgo OpCo. To the extent EVgo OpCo has available cash and subject to the terms of any current or future debt or other agreements, the EVgo OpCo A&R LLC Agreement will require EVgo OpCo to make pro rata cash distributions to holders of EVgo OpCo Units, including Thunder Sub, in an amount sufficient to allow the Company Group to pay its taxes and to make payments under the Tax Receivable Agreement. We generally expect EVgo OpCo to fund such distributions out of available cash. However, except in cases where the Company Group elects to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other changes of control, or the Company Group has available cash but fails to make payments when due, generally the Company Group may elect to defer payments due under the Tax Receivable Agreement if it does not have available cash to satisfy its payment obligations under the Tax Receivable Agreement or if its contractual obligations limit its ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest at the rate provided for in the Tax Receivable Agreement and such interest may significantly exceed the Company Group’s other costs of capital. In certain circumstances (including an early termination of the Tax Receivable Agreement due to a change of control or otherwise), payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, the Company Group realizes in respect of the tax attributes subject to the Tax Receivable Agreement. In the case of such an acceleration in connection with a change of control, where applicable, we generally expect the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control transaction giving rise to such acceleration, which could have a significant impact on our ability to consummate a change of control or the proceeds received by our stockholders in connection with a change of control. However, the Company Group may be required to fund such payment from other sources and, as a result, any early termination of the Tax Receivable Agreement could have a substantial negative impact on our liquidity or financial condition.
Cash Flows
The following table summarizes our consolidated cash flows:
Six Months Ended June 30,
(in thousands) 2026 2025
Cash flows (used in) provided by operating activities $ (41,852) $ 3,843
Cash flows used in investing activities (64,335) (41,167)
Cash flows provided by financing activities 93,091 100,189
Net (decrease) increase in cash, cash equivalents and restricted cash $ (13,096) $ 62,865
Operating Activities
Cash used in operating activities for the six months ended June 30, 2026 was $41.9 million compared to cash provided by operating activities of $3.8 million for the six months ended June 30, 2025. This increase in cash (used in) provided by operating activities of $45.7 million was primarily due to an increase in our net loss of $27.3 million and a change in net cash outflows of $31.0 million resulting from changes in our operating assets and liabilities, partially offset by a change in non-cash charges of $12.5 million.
The main drivers of the changes in operating assets and liabilities for the six months ended June 30, 2026 were a $15.8 million increase in deferred revenue from decreased amortization of revenue, a $7.4 million decrease in accounts receivable due to collections from customers outpacing new billings and a $6.8 million increase in accrued liabilities.
Investing Activities
Cash used in investing activities for the six months ended June 30, 2026 was $64.3 million, compared to $41.2 million for the six months ended June 30, 2025. The increase was primarily driven by an increase in capital expenditures compared to the prior year.
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Financing Activities
Cash provided by financing activities for the six months ended June 30, 2026 was $93.1 million compared to $100.2 million for the six months ended June 30, 2025. The decrease was driven primarily by a $7.6 million change in proceeds from long-term debt, partially offset by a $2.1 million decrease in payments of deferred debt issuance costs compared to the same prior-year period.
Our working capital as of June 30, 2026 was $148.1 million, compared to $161.2 million as of December 31, 2025. The decrease was driven primarily by a $17.0 million decrease in cash and cash equivalents and restricted cash, current and a $9.3 million decrease in accounts receivable, net, partially offset by a $10.7 million decrease in accrued liabilities and a $9.2 million decrease in deferred revenue, current.
Contractual Obligations and Commitments
We have material cash requirements for known contractual obligations and commitments in the form of operating leases, purchase commitments and certain other liabilities that are disclosed in Part I, Item 1, “Financial Statements — Note 10 — Commitments and Contingencies.” We generally expect to fund these obligations through our existing cash, cash equivalents and restricted cash, draws under our debt agreements, and future financing or cash flows from operations.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements or obligations as of June 30, 2026.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities. Management bases these estimates on our historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results experienced may vary materially and adversely from our estimates. Revisions to estimates are recognized prospectively. See Part I, Item 1, “Financial Statements — Note 2 — Summary of Significant Accounting Policies” for additional description of the significant accounting policies that have been followed in preparing our condensed consolidated financial statements.
The accounting policy described below is considered to be the most critical to an understanding of our financial condition and results of operations and that require the most complex and subjective management judgment. We consider our critical accounting estimates to be those related to our revenue recognition, which is described below.
Revenue Recognition
We have elected not to use the practical expedient that allows you to combine non-lease components from lease components, which provide the customer with the right to use an identified asset, in the measurement of liabilities for all asset classes. The right to use an underlying asset is a separate lease component if (1) the lessee can benefit from the right to use the underlying asset either on its own or together with other resources that are readily available, and (2) the right to use the underlying asset is neither highly dependent on nor highly interrelated with other rights to use other underlying assets in the arrangement. We recognize revenue from lease components of lease contracts in accordance with ASC 842, Leases, and non-lease components of lease contracts and customer contracts in accordance with ASC 606, Revenue from Contracts with Customers. Contract consideration for lease contracts is generally allocated between non-lease and lease components based on the relative SSP.
Lease Accounting
As a lessor, we enter into agreements to lease charging equipment, charging stations and other technical installations to third parties. At the inception of a lease contract, we determine whether it is an operating, sales-type or direct financing lease. The leases generally provide for fixed monthly payments and sometimes include provisions for contingent variable
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rent. Fixed payments received under lease agreements for lease components of operating leases are recognized on a straight-line basis over the lease term and are reported in AV and ancillary revenue in the condensed consolidated statements of operations.
Income (loss) on sales associated with sales-type leases are recognized when control of the underlying asset is transferred to the lessee (“commencement date”) and collection of the lease payments is considered probable. The income (loss) on sale is calculated as (1) the fair value of the underlying asset (or the sum of the lease receivables and any prepaid lease payments by lessee, if lower) (“sales price”); minus (2) the carrying amount of the underlying asset net of any unguaranteed residual asset; minus (3) any deferred initial direct costs of the lessor (2 and 3 are collectively referred to as the “cost of sales”). The sales price is reported in AV and ancillary revenue and the cost of sales is reported in other cost of sales in the condensed consolidated statements of operations.
If collectibility of the financing receivables is not considered probable at the commencement date, we will not derecognize the underlying asset but will recognize lease payments received, including variable lease payments, as a deposit liability until the earlier of either of the following: (a) collectibility of the lease payments, plus any amount necessary to satisfy a residual value guarantee provided by the lessee, becomes probable; or (b) either of the following events occurs: (i) the contract has been terminated and the lease payments received from the lessee are nonrefundable; or (ii) we have repossessed the underlying asset, we have no further obligation under the contract to the lessee, and the lease payments received from the lessee are nonrefundable. We will then derecognize the carrying amount of the underlying asset, derecognize the carrying amount of any deposit liability recognized, recognize a net investment in the lease on the basis of the remaining lease payments and remaining lease term, using the rate implicit in the lease determined at the commencement date, and recognize the income (loss) on sale.
If collectibility of the financing receivables is considered probable at the commencement date, any subsequent deterioration in the lessee’s credit quality would require that the net investment in lease be subject to an impairment analysis, which may result in recording an impairment charge.
Non-Lease Accounting
Recording revenue may require judgment, including determining whether an arrangement includes multiple performance obligations, whether any of those obligations are distinct and cannot be combined and allocation of the transaction price to each performance obligation based on the relative SSP. Revenue for performance obligations can be recognized over time or at a point in time depending on the nature of the performance obligation. Changes to the elements in an arrangement or, in our determination, to the relative SSP for these elements, could materially affect the amount of earned and unearned revenue reflected in our condensed consolidated financial statements.
Understanding the complex terms of some of our agreements and determining the appropriate time, amount and method under which we should recognize revenue for the related transactions requires significant judgment. We exercise judgment in determining which promises in a contract constitute performance obligations rather than set-up activities. We determine which activities under a contract transfer a good or service to a customer rather than activities that are required to fulfill a contract but do not transfer control of a good or service to the customer. Determining whether obligations in a contract are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment. In reaching our conclusion, we assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated which may require judgment based on the facts and circumstances of the contract. We do not disclose the transaction price allocated to remaining performance obligations for (i) contracts for which we recognize revenue at the amount to which it has the right to invoice and (ii) contracts with variable consideration allocated entirely to a single performance obligation. Our remaining performance obligations under these contracts include providing charging services, branding services, and maintenance services, which will generally be recognized over the contract term. Our customer contracts may include variable consideration such as that due to the unknown number of users that will receive charging credits or an unknown number of sites that will receive maintenance services. For such variable consideration, we have determined it is not necessary to estimate variable consideration as the uncertainty resolves itself monthly in accordance with the contracts’ revenue recognition pattern. The timing and amount of revenue recognition in a period could vary if different judgments were made. We may also estimate variable consideration under the expected value method or the most likely amount method.
Additionally, where there are multiple performance obligations, judgment is required to determine revenue for each distinct performance obligation. Determining the relative SSP for contracts that contain multiple performance obligations
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requires significant judgment to appropriately determine the suitable method for estimating the SSP. We determine SSP using observable pricing when available, which takes into consideration market conditions and customer specific factors.
At contract inception, we determine whether we satisfy the performance obligation over time or at a point in time. Revenues from charging — OEM are primarily recognized ratably over time or as fee-bearing usage occurs. Revenues from charging — retail, charging — commercial and LCFS are usage-based services and recognized over time or at a point in time upon the delivery of the charging products or services. eXtend and AV and ancillary revenues are recognized over time based on a time-based or cost-based approach or at a point in time as performance obligations are satisfied.
Recent Accounting Pronouncements
For a discussion of our recently adopted accounting pronouncements, see Part I, Item 1, “Financial Statements — Note 2 — Summary of Significant Accounting Policies” as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025.