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PRE-MKT · 06:25 ET
Market ClerkRecap
Tue Oct 27 · pre-market1 signal on Oct 26140 insider buys this week · $73.9MCIRO short report next: Oct 31The week ahead

EVGO

EVgo Inc.
NASDAQ · CONSUMER DISCRETIONARY · SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING
1.06
+0.04 +3.92%
USD · close Oct 26

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MKT CAP $183.2MP/E —DIV YIELD —FCF YIELD -105.55%REV TTM $402.9M +30.7%NET INCOME −$54.4MNET DEBT $175.4M52W 1.02 – 4.20SEC XBRL · TTM TO Invalid Date

How EVGO rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
68%
of sentences unchanged
Added
149
new sentences
Dropped
132
sentences removed
Length
+672
words, now 29,651

New in FY2025

  • Risks Related to Our Business ● We are an early-stage growth company with a history of operating losses and expect to incur significant expenses and continuing losses at least for the near- and medium-term. ● Our growth and success are highly correlated with and thus dependent upon the continuing adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market. ● We have recently experienced rapid growth.
  • A loss of any of these partners could materially and adversely affect our business, financial condition and results of operations. ● Because we are currently dependent upon a limited number of customers and OEM partners, the loss of a significant customer or OEM partner could materially and adversely affect our business, financial condition and results of operations. ● Our success and growth depend on our relationships with automotive OEM and fleet partners. ● Our 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 we expand the scope of such services with other parties. ● Disruptions in our supply chain could materially and adversely affect our business, financial condition and results of operations. ● We may need to raise additional funds, and they may not be available when needed or may only be available on unfavorable terms, which could impact our ability to fund our operations, our growth and the build-out of our network.
  • Failure to satisfy the conditions required to fully draw down on our DOE Loan would materially and adversely affect our business, financial condition and results of operations. ● Our failure to comply with the covenants or other terms of the DOE Loan, including as a result of events beyond our control, could result in a default under the DOE Loan that could materially and adversely affect the ongoing viability of our business. ● The DOE Loan is secured by a substantial portion of our consolidated assets, resulting in the lack of substantial remaining assets available for incurring additional secured indebtedness. ● The restrictions imposed on Swift Borrower under the DOE Loan limit our flexibility in operating the business of Swift Borrower and could limit our flexibility in operating our business. ● We depend upon cash distributions from our subsidiaries, including Swift Borrower, to fund our operations, and restrictions on Swift Borrower’s ability to distribute cash to us under the DOE Loan could adversely affect our business plans.
  • Risks Related to the EV Market ● Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for our products and services. ● Rideshare and commercial fleets may not electrify as quickly or rely on public fast charging or on our network as much as expected.
  • Risks Related to Our Technology, Intellectual Property and Infrastructure ● Our business, financial condition and results of operations may be materially and adversely affected if we are unable to maintain, protect and enforce our technology and intellectual property. ● The current lack of industry standards, and the anticipated future transition to the NACS charging standard, may lead to uncertainty, additional competition and unexpected costs.
  • Risks Related to Finance, Tax and Accounting ● We have identified material weaknesses in our internal control over financial reporting, and any inability to timely remediate these material weaknesses or otherwise establish and maintain an effective system of internal control over financial reporting may harm investor confidence and cause a decline in the price of our Class A common stock. ● Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could materially and adversely affect our and EVgo OpCo’s business, financial condition and results of operations. ● Continuing or worsening inflationary pressures and associated changes in monetary policy, or changes to trade policy, including tariff and customs regulation, may result in increases to the cost of our charging equipment, other goods, services and personnel, which in turn could cause capital expenditures and operating costs to rise.
  • As of December 31, 2025, we had $210.7 million of cash, cash equivalents, and restricted cash, and $161.2 million of working capital.
  • While we believe that our cash, cash equivalents, and restricted cash on hand as of December 31, 2025, together with the DOE Loan, and the Credit Agreement are sufficient to meet our current working capital and capital expenditure requirements, there can be no assurance that we will be able to successfully draw on our loans in full and achieve and maintain profitability in the future.
  • Any future 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 our chargers, any of which may not occur at the levels we currently anticipate or at all.
  • Our growth and success are highly correlated with and thus dependent upon the continuing adoption of and demand for EVs and OEMs’ ability to supply such EVs to the market.
  • Our growth is highly dependent upon the continued adoption of EVs by governments, 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 other related factors.
  • Although demand for EVs grew over the past decade, there is no guarantee of continuing future demand.
  • The market for EVs, and ultimately EV charging, could be affected by numerous factors, such as: ● perceptions about EV features, quality, driver experience, safety, performance and cost; ● perceptions about the limited range over which EVs may be driven on a single battery charge and about availability and access to sufficient public EV charging stations; ● competition, including from other types of alternative fuel vehicles (such as hydrogen fuel cell vehicles), plug-in hybrid EVs, extended-range EVs, high fuel-economy ICE vehicles and other types of charging methods (e.g., battery swaps); ● availability of EV tax credits, rebates, and incentives; ● volatility in the price of gasoline and diesel at the pump; ● EV supply chain shortages and disruptions; ● concerns regarding the reliability, stability and capacity 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; ● consumers’ perception about the convenience, speed and cost of EVs and EV charging and the availability and reliability of EV charging infrastructure; ● government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally, the adoption of the OBBBA and the EPA’s rescission of the 2009 Greenhouse Gas Endangerment Finding; ● government legislation and regulations restricting the operation of autonomous vehicles; ● relaxation or elimination of government mandates or quotas regarding the sale of EVs and fuel economy standards; ● the number, price and variety of EV models available for purchase; and ● concerns about the future viability of EV manufacturers.
  • 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, may fail to attract sufficient customer demand, or may be cancelled or delayed by manufacturers, beyond those cancellations in the past year.
  • Current and future administrations at the federal and state level may create uncertainty for the EV sector, which may have a material and adverse effect on our business, financial condition and results of operations.
  • Our business and growth prospects have and continue to benefit, in part, from federal, state and local policies, as well as incentives and regulatory frameworks that support the adoption of EVs and the deployment of EV charging infrastructure, which are subject to change and uncertainty outside of our control.
  • On July 4, 2025, H.B. 1, 119th Congress (2025), also referred to as the OBBBA, was enacted in the U.S.
  • OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the TCJA, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.
  • The OBBBA led to the sunset of the IR A’s $7,500 EV tax credit and $4,000 used EV credit after September 30, 2025 and terminates the 30C income tax credits for any locations placed in service after June 30, 2026.
  • The NEVI Program continues to provide funding to states to deploy EV charging, or emissions standards proposed by the EPA.
  • See Part I, I tem 1 “ Business – Market Overview .” In addition to NEVI Program funding, a number of states also offer various rebates, grants and tax credits to incentivize both EV and EVSE purchases.
  • However, federal and state incentives and other government commitments and initiatives may expire on a particular date, end when the allocated funding is exhausted, or may be reduced, modified or terminated as a matter of regulatory, executive or legislative policy.
  • The impact of the government EV initiatives, including regulatory requirements and restrictions that may impact the ability of us and our competitors 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 such initiatives.
  • For example, the current administration may enact policies and change regulations that may continue to adversely affect the growth of the EV market.
  • See Part I, Item 1, “ Business – Government Regulations .” The current administration has also proposed further increases of tariffs on certain foreign imports into the U.S.
  • 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 Tesla, Electrify America, ChargePoint, Ionna, and Blink.
  • 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 the location; adjacent amenities; DCFC network reliability, scale and local density; software-enabled services offerings and overall customer experience; operator brand, track record and reputation; access to equipment vendors and service providers; policy support incentives; and pricing.
  • Competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements and may be better equipped to initiate or withstand substantial price competition.
  • For the years ended December 31, 2025 and 2024, two vendors provided 91.4% and 87.9%, respectively, of our total charging equipment.
  • This reliance on a limited number of vendors increases our risks, since we do no t currently have proven reliable alternative or replacement vendors beyond these key parties.
  • For the years ended December 31, 2025 and 2024, one customer represented 30.2% and 33.5% of total revenue, respectively.
  • Our success and growth depend on our relationships with automotive OEM and fleet partners.
  • The success of our business depends on our ability to develop and maintain relationships with OEMs, such as GM, Honda, Toyota, and others .
  • If we fail to develop and maintain relationships with OEMs, or if OEMs opt to partner or expand partnerships with competitors rather than us, our revenues may decline and our business may suffer .
  • If we do not meet our obligations under this agreement, we may not be entitled to payments from GM and may be required to pay liquidated damages.
  • Under the GM Agreement, we are required to install a total of 2,850 charger stalls by June 30, 2028, 81.4% of which were required to be and were installed by December 31, 2025.
  • In addition to the capital-build program, we are committed to providing GM EV customers with a certain aggregate amount of charging credits.
  • The GM Agreement is subject to early termination in certain circumstances, including in the event we fail to meet the quarterly charger stall installation milestones or maintain the specified level of network availability.
  • If GM opts to terminate the agreement, we may not be entitled to receive continued payments from GM and instead may be required to pay liquidated damages to GM.

and 109 more.

Gone since FY2024

  • Risks Related to Our Business ● We are an early-stage growth company with a history of operating losses and expect to incur significant expenses and continuing losses at least for the near- and medium-term. ● Our 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. ● We have recently experienced rapid growth.
  • A loss of any of these partners could materially and adversely affect our business, financial condition and results of operations. ● Because we are currently dependent upon a limited number of customers and OEM partners, the loss of a significant customer or OEM partner could materially and adversely affect our business, financial condition and results of operations. ● Our success and growth depend on our ability to develop and maintain relationships with automotive OEM and fleet partners. ● Our 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 we expand the scope of such services with other parties. ● Disruptions in our supply chain could materially and adversely affect our business, financial condition and results of operations. ● We 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 our ability to fund our operations, our growth and the build-out of our network.
  • Failure to satisfy the conditions required to fully draw down on our DOE Loan would materially and adversely affect our business, financial condition and results of operations. ● Our failure to comply with the covenants or other terms of the DOE Loan, including as a result of events beyond our control, could result in a default under the DOE Loan that could materially and adversely affect the ongoing viability of our business. ● The DOE Loan is secured by a substantial portion of our consolidated assets, resulting in the lack of substantial remaining assets available for incurring additional secured indebtedness. ● The restrictions imposed on the Borrower under the DOE Loan limit our flexibility in operating the business of the Borrower and could limit our flexibility in operating our business. ● We depend upon cash distributions from our subsidiaries, including the Borrower, to fund our operations, and restrictions on the Borrower’s ability to distribute cash to us under the DOE Loan could adversely affect our business plans.
  • Risks Related to the EV Market ● Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for our products and services. ● Rideshare and commercial fleets may not electrify as quickly as expected and may not rely on public fast charging or on our network as much as expected.
  • Risks Related to Our Technology, Intellectual Property and Infrastructure ● Our business, financial condition and results of operations may be materially and adversely affected if we are unable to maintain, protect and enforce our technology and intellectual property. ● The current lack of industry standards may lead to uncertainty, additional competition and unexpected costs.
  • Risks Related to Finance, Tax and Accounting ● We have identified a material weakness in our internal control over financial reporting, and any inability to timely remediate this material weakness or otherwise establish and maintain an effective system of internal control over financial reporting may harm investor confidence and cause a decline in the price of our Class A common stock. ● Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could materially and adversely affect our and EVgo OpCo’s business, financial condition and results of operations. ● Continuing or worsening inflationary pressures and associated changes in monetary policy , or changes to trade policy, including tariff and customs regulation, may result in increases to the cost of our charging equipment, other goods, services and personnel, which in turn could cause capital expenditures and operating costs to rise.
  • Risks Related to Legal Matters and Regulations ● Privacy concerns and laws, or other regulations, may materially and adversely affect our business, financial condition and results of operations. ● Increasing and evolving attention to ESG matters may increase our costs of compliance and materially and adversely impact our business, financial condition and results of operations.
  • As of December 31, 2024, we had $120.5 million of cash, cash equivalents, and restricted cash and working capital of $94.0 million.
  • Our net cash outflow for the year ended December 31, 2024 was $88.6 million.
  • While we believe that our cash on hand as of December 31, 2024 and the DOE Loan are sufficient to meet our current working capital and capital expenditure requirements, there can be no assurance that we will be able to successfully draw on the DOE Loan in full and achieve and maintain profitability in the future.
  • Our 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 our chargers, any of which may not occur at the levels we currently anticipate or at all.
  • Our 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.
  • Our growth is highly dependent upon the continued rapid adoption of EVs by governments, 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 government initiatives related to climate change and the environment generally.
  • Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand.
  • The market for EVs, and ultimately EV charging, could be affected by numerous factors, such as: ● perceptions about EV features, quality, driver experience, safety, performance and cost; ● perceptions about the limited range over which EVs may be driven on a single battery charge and about availability and access to sufficient public EV charging stations; ● competition, including from other types of alternative fuel vehicles (such as hydrogen fuel cell vehicles), plug-in hybrid EVs, high fuel-economy ICE vehicles and other types of charging methods (e.g., battery swaps); ● volatility in the price of gasoline and diesel at the pump; ● EV supply chain shortages and disruptions, which include but are 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 increase and on-shore EV production, and technological and logistical challenges (such as component shortages, exacerbated port congestion and intermittent supplier shutdowns and delays and product recalls due to quality control issues), which have resulted in additional costs and production delays and availability of batteries and battery materials; ● concerns regarding the reliability, stability and capacity 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; ● consumers’ perception about the convenience, speed and cost of EVs and EV charging and the availability and reliability of EV charging infrastructure; ● government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally; ● government legislation and regulations restricting the operation of autonomous vehicles; ● relaxation of government mandates or quotas regarding the sale of EVs and fuel economy standards; ● the number, price and variety of EV models available for purchase; and ● concerns about the future viability of EV manufacturers.
  • 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.
  • Current and future administrations at the federal and state level may create uncertainty for the EV sector, which may have a material and adverse effect on our business, prospects, financial condition and results of operations.
  • As noted above, we are monitoring possible changes under the current administration and 119 th Congress which could impact the availability of federal incentives to encourage the adoption of EVs and investment in charging infrastructure.
  • These include federal policies such as the IRA’s $7,500 EV tax credit and $4,000 used EV credit, the NEVI Program to provide funding to states to deploy EV charging, or emissions standards proposed by the EPA.
  • See Part I, Item 1 “ Business – Market Overview .” In addition to NEVI Program funding, a number of states also offer various rebates, grants and tax credits to incentivize both EV and EVSE purchases.
  • However, incentives set by federal or state governments, as well as other government commitments and initiatives, may expire on a particular date, end when the allocated funding is exhausted, or may be reduced, modified or terminated as a matter of regulatory, executive or legislative policy.
  • The impact of the IRA and other government EV initiatives, including regulatory requirements and restrictions that may impact the ability of us and our competitors 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 the IRA or the IIJA.
  • For example, the current administration may enact policies and change regulations that may adversely affect the growth of the EV market, including by eliminating the EV Tax Credits or the Tailpipe Rule, and may take additional steps to remove incentives for manufacturing and purchasing EVs.
  • The current administration has also proposed further increases of tariffs on certain foreign imports into the U.S.
  • 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 Tesla, Electrify America, ChargePoint, and EV Connect.
  • 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, and service providers; and policy incentives and pricing.
  • Competitors may be able to respond more quickly and effectively than us to new or changing opportunities, technologies, standards or customer requirements and may be better equipped to initiate or withstand substantial price competition.
  • For the year ended December 31, 2024 , two vendors provided 87.9% of our total charging equipment.
  • For the year ended December 31, 2023, one vendor provided 76.9% of our total charging equipment.
  • This reliance on a limited number of vendors increases our risks, since we do not currently have proven reliable alternative or replacement vendors beyond these key parties.
  • For the years ended December 31, 2024 and 2023, one customer represented 33.5% and 45.2% of total revenue, respectively.
  • Our success and growth depend on our ability to develop and maintain relationships with automotive OEM and fleet partners.
  • The success of our business depends on our ability to develop and maintain relationships with OEMs, such as GM, Honda, Nissan, and others.
  • If we fail to develop and maintain relationships with OEMs, or if OEMs opt to partner with competitors rather than us, our revenues may decline and our business may suffer.
  • If we do not meet our obligations under this agreement, we may not be entitled to payments from GM and may be required to pay liquidated damages, which may be significant.
  • Under the GM Agreement, we are required to install a total of 2,850 charger stalls by June 30, 2028, 73.5% of which were required to be and were installed by December 31, 2024.
  • The GM Agreement is subject to early termination in certain circumstances, including in the event we fail to meet the quarterly charger stall-installation milestones or fail to maintain the specified level of network availability.
  • 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.
  • As of February 15, 2025, there were approximately 326 charger stalls in the active engineering and construction development pipeline, of which approximately 310 charger stalls had been approved by GM.

and 92 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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