EVgo Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are relying on the scaled disclosure requirements available to SRCs. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item 7A . ​ 88 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data . INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ Page Consolidated Financial Statements: ​ ​ ​ Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Denver, CO , PCAOB ID: 185 ) 90 ​ ​ Consolidated Balance Sheets at December 31, 2025 and 2024 94 ​ ​ Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 96 ​ ​ Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024 97 ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 98 ​ ​ Notes to Consolidated Financial Statements 100 ​ ​ Financial Statement Schedule: ​ ​ ​ Schedule II — Valuation and Qualifying Accounts 149 ​ The financial information in the financial statement schedule should be read in conjunction with the consolidated financial statements. All other financial statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or the notes thereto. ​ 89 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and Board of Directors EVgo Inc.: ​ Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of EVgo Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 6, 2026 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 90 Table of Contents Sufficiency of audit evidence over revenue As discussed in Note 3 to the consolidated financial statements, the Company has multiple revenue streams. For the year ended December 31, 2025, the Company recorded total revenue of $384.1 million, which included $133.9 million of charging, retail revenue, $34.8 million of charging, commercial revenue, $26.1 million of charging, OEM revenue, and $116.5 million of eXtend revenue. Each revenue stream involved several information technology (IT) systems responsible for the initiation, processing and recording of revenue transactions. The Company’s management identified material weaknesses in internal control over financial reporting. The Company did not effectively design, implement or operate sufficient and appropriate process level control activities related to its financial reporting processes. Additionally, the Company had ineffective general information technology controls (GITCs) for certain IT systems related to charging revenue, which resulted in a corresponding failure of automated process level controls and manual controls dependent on the accuracy and completeness of information derived from those IT systems. We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. Specifically, subjective auditor judgment was required in evaluating the sufficiency of audit evidence over the retail, commercial and OEM charging and eXtend revenue streams due to the number of IT applications used in the relevant revenue processes, and the material weaknesses identified above. The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the retail, commercial and OEM charging and eXtend revenue streams, including consideration of the material weaknesses. We developed an independent expectation of certain retail charging and commercial charging revenue and compared such expectation to the amounts recorded by the Company. For a sample of commercial charging revenue transactions, we confirmed the amount recorded directly with the customer. We tested certain OEM charging revenue transactions by confirming the quantity and price directly with the customer and recalculating the amount recorded. We tested certain eXtend revenue transactions by comparing the amounts recorded to customer contracts and third-party data. We tested other eXtend revenue transactions on a sample basis by comparing the amounts recorded to customer contracts and third-party data. We tested certain retail charging revenue transactions by comparing amounts recorded to underlying support. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence. /s/ KPMG LLP ​ We have served as the Company’s auditor since 2020. ​ Denver, Colorado March 6, 2026 ​ ​ 91 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and Board of Directors EVgo Inc.: ​ Opinion on Internal Control Over Financial Reporting We have audited EVgo Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated March 6, 2026 expressed an unqualified opinion on those consolidated financial statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses related to the following have been identified and included in management’s assessment: The Company did not effectively design, implement or operate sufficient and appropriate process level control activities related to its financial reporting processes. Additionally, the Company had ineffective general information technology controls (“GITCs”) for certain IT systems related to charging revenue, which resulted in a corresponding failure of automated process level controls and manual controls dependent on the accuracy and completeness of information derived from those IT systems. The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the December 31, 2025 consolidated financial statements, and this report does not affect our report on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 92 Table of Contents Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Denver, Colorado March 6, 2026 ​ ​ 93 Table of Contents EVgo Inc. and Subsidiaries Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ 2025 ​ 2024 Assets ​ ​ ​ ​ ​ ​ Current assets ​ ​ Cash and cash equivalents ​ $ 151,000 ​ $ 117,273 Restricted cash, current ​ ​ 49,519 ​ ​ 3,239 Accounts receivable, net of allowance of $ 75 and $ 1,196 as of December 31, 2025 and 2024 ​ 38,628 ​ 45,849 Accounts receivable, capital-build ​ 19,461 ​ 17,732 Prepaids and other current assets ​ ​ 37,872 ​ ​ 21,282 Total current assets ​ 296,480 ​ 205,375 Restricted cash, noncurrent ​ ​ 10,227 ​ ​ — Property, equipment and software, net ​ 460,747 ​ 414,968 Operating lease right-of-use assets ​ ​ 102,966 ​ ​ 89,295 Other assets ​ 30,937 ​ 24,321 Intangible assets, net ​ 32,421 ​ 38,750 Goodwill ​ 31,052 ​ 31,052 Total assets ​ $ 964,830 ​ $ 803,761 ​ ​ ​ ​ ​ ​ ​ Liabilities, redeemable noncontrolling interest and stockholders’ deficit ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ Accounts payable ​ $ 7,582 ​ $ 13,031 Accrued liabilities ​ 59,924 ​ 42,953 Operating lease liabilities, current ​ ​ 7,765 ​ ​ 7,326 Deferred revenue, current ​ 55,060 ​ 46,258 Earnout liability, at fair value ​ ​ 22 ​ ​ — Warrant liabilities, at fair value ​ ​ 1,370 ​ ​ — Long-term debt, current ​ ​ 2,146 ​ ​ — Other current liabilities ​ 1,453 ​ 1,842 Total current liabilities ​ 135,322 ​ 111,410 Operating lease liabilities, noncurrent ​ ​ 96,983 ​ ​ 83,043 Asset retirement obligations ​ 30,868 ​ 23,793 Capital-build liability ​ 55,820 ​ 51,705 Deferred revenue, noncurrent ​ 47,711 ​ 70,466 Earnout liability, at fair value ​ ​ — ​ ​ 942 Warrant liabilities, at fair value ​ ​ — ​ ​ 9,740 Long-term debt, noncurrent ​ ​ 204,316 ​ ​ — Other long-term liabilities ​ 7,866 ​ 8,931 Total liabilities ​ ​ 578,886 ​ ​ 360,030 The accompanying notes are an integral part of these consolidated financial statements. 94 Table of Contents EVgo Inc. and Subsidiaries Consolidated Balance Sheets (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands, except share data) ​ 2025 ​ 2024 Commitments and contingencies (Note 11) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable noncontrolling interest $ 502,848 ​ $ 699,840 ​ ​ ​ ​ ​ ​ ​ Stockholders’ deficit ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized as of December 31, 2025 and 2024; none issued and outstanding ​ ​ — ​ ​ — Class A common stock, $ 0.0001 par value; 1,200,000,000 shares authorized as of December 31, 2025 and 2024; 134,717,984 and 129,973,698 shares issued and outstanding (excluding 718,750 shares subject to possible forfeiture) as of December 31, 2025 and 2024, respectively ​ ​ 13 ​ ​ 13 Class B common stock, $ 0.0001 par value; 400,000,000 shares authorized as of December 31, 2025 and 2024; 172,800,000 shares issued and outstanding as of December 31, 2025 and 2024 ​ ​ 17 ​ ​ 17 Additional paid-in capital ​ ​ 7,753 ​ ​ — Accumulated deficit ​ ​ ( 124,687 ) ​ ​ ( 256,139 ) Total stockholders’ deficit ​ ( 116,904 ) ​ ( 256,109 ) Total liabilities, redeemable noncontrolling interest and stockholders’ deficit ​ $ 964,830 ​ $ 803,761 ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 95 Table of Contents EVgo Inc. and Subsidiaries Consolidated Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands, except per share data) ​ 2025 ​ ​ ​ 2024 Revenue ​ ​ Charging, retail ​ $ 133,868 ​ $ 96,654 Charging, commercial ​ ​ 34,760 ​ ​ 26,686 Charging, OEM ​ ​ 26,112 ​ ​ 15,554 Regulatory credit sales ​ ​ 10,192 ​ ​ 8,987 Network, OEM ​ ​ 13,413 ​ ​ 7,791 Total charging network ​ ​ 218,345 ​ ​ 155,672 eXtend ​ ​ 116,480 ​ ​ 86,612 Ancillary ​ ​ 49,261 ​ ​ 14,541 Total revenue ​ 384,086 ​ 256,825 ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ ​ ​ ​ ​ ​ Charging network ​ ​ 132,588 ​ ​ 97,116 Other ​ ​ 111,277 ​ ​ 84,353 Depreciation, net of capital-build amortization ​ ​ 59,444 ​ ​ 45,989 Total cost of sales ​ ​ 303,309 ​ ​ 227,458 Gross profit ​ ​ 80,777 ​ ​ 29,367 ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ General and administrative ​ ​ 176,868 ​ ​ 141,131 Depreciation, amortization and accretion ​ ​ 14,572 ​ ​ 19,806 Total operating expenses ​ ​ 191,440 ​ ​ 160,937 Operating loss ​ ​ ( 110,663 ) ​ ​ ( 131,570 ) ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ( 6,146 ) ​ ​ ( 73 ) Interest income ​ ​ 6,974 ​ ​ 7,563 Other expense, net ​ ​ ( 22 ) ​ ​ ( 18 ) Change in fair value of earnout liability ​ ​ 920 ​ ​ ( 288 ) Change in fair value of warrant liabilities ​ ​ 8,370 ​ ​ ( 4,599 ) Total other income, net ​ ​ 10,096 ​ ​ 2,585 Loss before income tax benefit ​ ​ ( 100,567 ) ​ ​ ( 128,985 ) Income tax benefit ​ ​ 5,129 ​ ​ 2,284 Net loss ​ ​ ( 95,438 ) ​ ​ ( 126,701 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 53,864 ) ​ ​ ( 82,367 ) Net loss attributable to Class A common stockholders ​ $ ( 41,574 ) ​ $ ( 44,334 ) ​ ​ ​ ​ ​ ​ ​ Net loss per share to Class A common stockholders, basic and diluted ​ $ ( 0.31 ) ​ $ ( 0.41 ) ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 96 Table of Contents ​ EVgo Inc. and Subsidiaries Consolidated Statements of Stockholders’ Deficit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Class A Common Stock ​ Class B Common Stock ​ Paid-In ​ Accumulated ​ Stockholders’ (in thousands) Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ Deficit Balance, December 31, 2023 ​ 102,936 ​ $ 10 ​ 195,800 ​ $ 20 ​ $ 87,928 ​ $ ( 248,547 ) ​ $ ( 160,589 ) Share-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 23,010 ​ ​ — ​ ​ 23,010 Issuance of Class A common stock under share-based compensation plans ​ 4,038 ​ ​ 0 ​ — ​ ​ — ​ ​ 0 ​ ​ — ​ ​ — Redemption of Class B common stock and OpCo Units in exchange for Class A common stock ​ 23,000 ​ ​ 3 ​ ( 23,000 ) ​ ​ ( 3 ) ​ ​ — ​ ​ 102,580 ​ ​ 102,580 Net loss¹ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 44,334 ) ​ ​ ( 44,334 ) Redeemable noncontrolling interest adjustment to fair value ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 110,938 ) ​ ​ ( 65,838 ) ​ ​ ( 176,776 ) Balance, December 31, 2024 ​ 129,974 ​ ​ 13 ​ 172,800 ​ ​ 17 ​ ​ — ​ ​ ( 256,139 ) ​ ​ ( 256,109 ) Share-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 28,974 ​ ​ — ​ ​ 28,974 Issuance of Class A common stock under share-based compensation plans ​ 5,084 ​ ​ 0 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Shares withheld for taxes ​ ( 340 ) ​ ​ 0 ​ — ​ ​ — ​ ​ ( 904 ) ​ ​ — ​ ​ ( 904 ) Net loss 2 ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 41,574 ) ​ ​ ( 41,574 ) Redeemable noncontrolling interest adjustment to fair value ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 20,317 ) ​ ​ 173,026 ​ ​ 152,709 Balance, December 31, 2025 ​ 134,718 ​ $ 13 ​ 172,800 ​ $ 17 ​ $ 7,753 ​ $ ( 124,687 ) ​ $ ( 116,904 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ¹ Excludes $ 82.4 million of net loss attributable to redeemable noncontrolling interest. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ² Excludes $ 53.9 million of net loss attributable to redeemable noncontrolling interest. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 97 Table of Contents EVgo Inc. and Subsidiaries Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ 2025 ​ ​ ​ 2024 Cash flows from operating activities ​ ​ ​ Net loss ​ $ ( 95,438 ) ​ $ ( 126,701 ) Adjustments to reconcile net loss to net cash used in operating activities ​ ​ ​ ​ ​ Depreciation, amortization and accretion ​ 74,016 ​ ​ 65,795 Net loss on disposal of property and equipment, net of insurance recoveries, and impairment expense ​ 13,665 ​ ​ 7,192 Share-based compensation ​ 27,110 ​ ​ 21,959 Bad debt expense ​ ​ 6,062 ​ ​ 923 Change in fair value of earnout liability ​ ​ ( 920 ) ​ ​ 288 Change in fair value of warrant liabilities ​ ​ ( 8,370 ) ​ ​ 4,599 Paid-in-kind interest, amortization of deferred debt issuance costs, net of capitalized interest ​ ​ 3,936 ​ ​ 73 Gain on sales-type lease ​ ​ ( 2,825 ) ​ ​ — Write off of equity issuance costs ​ ​ 786 ​ ​ — Other ​ ​ 5 ​ ​ ( 104 ) Changes in operating assets and liabilities ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ 1,159 ​ ​ ( 11,889 ) Prepaids and other current assets and other assets ​ ( 17,210 ) ​ ​ ( 6,913 ) Operating lease assets and liabilities, net ​ ​ 708 ​ ​ 792 Accounts payable ​ ( 5,737 ) ​ ​ 4,972 Accrued liabilities ​ 11,912 ​ ​ 3,274 Deferred revenue ​ ​ ( 13,953 ) ​ ​ 29,284 Other current and noncurrent liabilities ​ ( 2,634 ) ​ ​ ( 800 ) Net cash used in operating activities ​ ( 7,728 ) ​ ​ ( 7,256 ) Cash flows from investing activities ​ ​ ​ ​ ​ Capital expenditures ​ ​ ( 116,707 ) ​ ​ ( 94,787 ) Proceeds from insurance for property losses ​ ​ 24 ​ ​ 316 Net cash used in investing activities ​ ( 116,683 ) ​ ​ ( 94,471 ) Cash flows from financing activities ​ ​ ​ ​ ​ Proceeds from long-term debt ​ ​ 200,894 ​ ​ — Proceeds from capital-build funding ​ 15,168 ​ ​ 17,442 Contribution from redeemable noncontrolling interest ​ ​ 9,562 ​ ​ 6,649 Payments of withholding tax on net issuance of restricted stock units ​ ​ ( 904 ) ​ ​ — Payments of deferred debt issuance costs ​ ​ ( 10,075 ) ​ ​ ( 10,998 ) Net cash provided by financing activities ​ 214,645 ​ ​ 13,093 Net increase (decrease) in cash, cash equivalents and restricted cash ​ 90,234 ​ ​ ( 88,634 ) Cash, cash equivalents and restricted cash, beginning of year ​ 120,512 ​ ​ 209,146 Cash, cash equivalents and restricted cash, end of year ​ $ 210,746 ​ $ 120,512 The accompanying notes are an integral part of these consolidated financial statements. ​ 98 Table of Contents EVgo Inc. and Subsidiaries Consolidated Statements of Cash Flows (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ 2025 ​ ​ ​ 2024 Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets ​ ​ ​ ​ ​ Beginning of year ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 117,273 ​ $ 208,674 Restricted cash, current ​ ​ 3,239 ​ ​ 472 Total cash, cash equivalents and restricted cash, beginning of year ​ $ 120,512 ​ $ 209,146 ​ ​ ​ ​ ​ ​ ​ End of year ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 151,000 ​ $ 117,273 Restricted cash, current ​ ​ 49,519 ​ ​ 3,239 Restricted cash, noncurrent ​ ​ 10,227 ​ ​ — Total cash, cash equivalents and restricted cash, end of year ​ $ 210,746 ​ $ 120,512 ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow data ​ ​ ​ ​ ​ ​ Interest paid ​ $ 2,184 ​ $ — Income taxes paid ​ $ 95 ​ $ 105 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of noncash investing and financing activities ​ ​ ​ ​ ​ Non-cash adjustments to redeemable noncontrolling interest ​ $ 152,709 ​ $ 74,196 Capital expenditures in accounts payable and accrued liabilities ​ $ 18,696 ​ $ 11,067 Non-cash increase in capital-build ​ $ 16,768 ​ $ 25,665 Deferred debt issuance costs in accounts payable, accrued liabilities, other current liabilities and other liabilities ​ $ 9,302 ​ $ 11,929 Non-cash increase in asset retirement obligations ​ $ 7,117 ​ $ 5,086 Paid-in-kind interest ​ $ 5,568 ​ $ — Property and equipment recognized upon termination of a sales-type lease ​ $ 3,952 ​ $ — Interest capitalized to property, equipment and software ​ $ 3,643 ​ $ — Property and equipment derecognized for net investment in sales-type lease ​ $ 2,819 ​ $ — Share-based compensation capitalized to property, equipment and software ​ $ 1,883 ​ $ 1,449 The accompanying notes are an integral part of these consolidated financial statements. ​ 99 Table of Contents EVgo Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 1 — Description of Business and Nature of Operations EVgo Inc. (“EVgo” or the “Company”) owns and operates a public direct current (“DC”) fast charging network for electric vehicles (“EVs”) in the United States (“U.S.”). EVgo’s network of charging stations provides EV charging infrastructure to consumers and businesses. Its network is capable of charging all EV models and charging standards currently available in the U.S. EVgo partners with automotive original equipment manufacturers (“OEMs”), fleet and rideshare operators, retail hosts such as grocery stores, shopping centers, gas stations, parking lot operators, governments and other organizations and property owners in order to locate and deploy its EV charging infrastructure. EVgo Services LLC (“EVgo Services”) was formed in October 2010 as NRG EV Services, LLC, a Delaware limited liability company and wholly owned subsidiary of NRG Energy, Inc., an integrated power company based in Houston, Texas (“NRG”). On June 17, 2016, NRG sold a majority interest in EVgo Services to Vision Ridge Partners. On January 16, 2020, EVgo Holdco, LLC (“EVgo Holdco”), a Delaware limited liability company and a subsidiary of LS Power Equity Partners IV, L.P. (“LS Power”), completed an acquisition of EVgo Services pursuant to the merger agreement among EVgo Services, its investors and EVgo Holdco , whereby EVgo Services became a wholly-owned subsidiary of EVgo Holdco , resulting in a change in control of EVgo Services (the “ Holdco Merger ”). LS Power formed EVgo Holdings , LLC (“EVgo Holdings”) and EVgo Holdco as part of the transaction. EVgo Inc. was incorporated in Delaware on August 4, 2020 under the name “Climate Change Crisis Real Impact I Acquisition Corporation” (“CRIS”) and was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On October 2, 2020, the Company completed its initial public offering (the “Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,600,000 warrants (the “ Private Placement Warrant s”) at $ 1.00 in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor ”). On July 1, 2021 (the “CRIS Close Date ”), the Company consummated the business combination (the “CRIS Business Combination”) with CRIS , CRIS Thunder Merger LLC (“Thunder Sub ”), EVgo Holdings, EVgo Holdco and EVgo OpCo , LLC (“EVgo OpCo” and together with EVgo Holdings and EVgo Holdco, the “EVgo Parties”) pursuant to the business combination agreement dated January 21, 2021 . Following the CRIS Close Date , the combined company is organized in an “ Up-C ” structure in which the business of EVgo Holdco and its subsidiaries are held by EVgo OpCo and continue to operate through the subsidiaries of EVgo Holdco and in which the Company’s only direct assets consist of equity interests in Thunder Sub , and the only assets of Thunder Sub are the common units in EVgo OpCo (“EVgo OpCo Units ”). On May 22, 2023, in connection with an underwritten equity offering, EVgo Member Holdings, LLC, an affiliate of EVgo Holdings, the Company’s controlling stockholder, purchased 5,882,352 shares of the Company’s Class A common stock, par value $ 0.0001 per share (“Class A common stock”). As the sole managing member of EVgo OpCo, Thunder Sub operates and controls all of the business and affairs of EVgo OpCo and through EVgo OpCo and its subsidiaries, conducts its business. Accordingly, the Company consolidates the financial results of EVgo OpCo and records a redeemable noncontrolling interest in its consolidated financial statements to reflect the EVgo OpCo Units that are owned by EVgo Holdings. Each EVgo OpCo Unit, together with one share of Class B common stock, is redeemable, subject to certain conditions, for either one share of Class A common stock, or, at EVgo OpCo’s election, the cash equivalent to the market value of one share of Class A common stock, pursuant to the Amended and Restated LLC Agreement of EVgo OpCo dated July 1, 2021 (the “EVgo OpCo A&R LLC Agreement”). 100 Table of Contents On December 16, 2024, EVgo Inc. entered into a stock and unit purchase agreement (“SPA”) with EVgo OpCo and EVgo Holdings. Pursuant to the SPA, EVgo Inc. and EVgo OpCo agreed to redeem from EVgo Holdings 23,000,000 units of EVgo OpCo Units and 23,000,000 shares of EVgo Inc.’s Class B common stock, par value $ 0.0001 per share (“Class B common stock”). In exchange for the EVgo OpCo Units and Class B common stock, EVgo Inc. and EVgo OpCo agreed to transfer 23,000,000 newly issued shares of Class A common stock to EVgo Holdings. In connection with the SPA, EVgo Inc. entered into an underwriting agreement with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Evercore Group L.L.C., as representatives of several underwriters, and EVgo Holdings, as selling stockholder, relating to an underwritten public offering (the “Secondary Offering”) of 23,000,000 shares of Class A common stock at a public offering price of $ 5.00 per share, pursuant to which, all 23,000,000 shares of Class A common stock were sold by EVgo Holdings. The number of shares of Class A common stock issued pursuant to the Secondary Offering equaled the number of shares of Class A common stock issued to EVgo Holdings, pursuant to the redemption of their EVgo OpCo Units and shares of Class B common stock. The Company did not receive any of the proceeds from the sale of the shares of Class A common stock in the Secondary Offering and transaction costs totaling $ 1.0 million were expensed as incurred. The Secondary Offering closed on December 18, 2024. Note 2 — Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the U.S. (“GAAP ”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ ASC ”). The consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation. GAAP defines subsequent events as events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. Based on their nature, magnitude and timing, certain subsequent events may be required to be reflected in the consolidated financial statements at the balance sheet date and/or required to be disclosed in the notes to the consolidated financial statements. The Company has evaluated subsequent events accordingly. Use of Estimates The consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of EVgo’s consolidated financial statements requires the Company 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. Significant estimates made by management include, but are not limited to, variable consideration estimates and stand-alone selling prices (“SSP”) for performance obligations for revenue, valuation allowances for deferred tax assets, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, the fair value of operating lease right-of-use (“ROU”) assets and liabilities, share-based compensation, earnout liability and warrant liabilities, and the fair value of long-term debt. Management bases these estimates on its historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results experienced may vary materially and adversely from EVgo’s estimates. Revisions to estimates are recognized prospectively. Concentration of Business and Credit Risk The Company maintains its cash accounts in commercial banks. Cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation up to $ 250,000 . A portion of deposit balances are in excess of federal insurance limits. The Company has not experienced any losses on such accounts. The Company mitigates its risk with 101 Table of Contents respect to cash by maintaining its deposits at high-quality financial institutions and monitoring the credit ratings of those institutions. The Company had one customer that comprised 40.4 % of the Company’s total net receivables as of December 31, 2025. The Company had two customers that collectively comprised 41.7 % of the Company’s total net receivables as of December 31, 2024. For the years ended December 31, 2025 and 2024, one customer represented 30.2 % and 33.5 % , respectively, of total revenue. The loss, non ‑ renewal, or material reduction in business from any such significant customer could have a material adverse effect on the Company’s revenue, results of operations, and cash flows. In addition to customer concentration, the Company’s charging operations are geographically concentrated, which exposes the Company to region ‑ specific operational and economic risks. For the years ended December 31, 2025 and 2024, 49.7 % and 46.7 % , respectively, of charging revenues were generated in California. For the years ended December 31, 2025 and 2024, two vendors provided 91.4 % and 87.9 % , respectively, of EVgo’s total charging equipment. Reclassifications During 2025, the Company made the following reclassifications: (a) interest expense was separately presented from interest income due to the materiality of interest expense for the consolidated statements of operations; (b) paid-in-kind interest, amortization of deferred debt issuance costs, net of capitalized interest and bad debt expense were separately presented from other operating cash flows due to the materiality for the consolidated statements of cash flows; and (c) charging station installation costs and charging station equipment were combined into charging stations, and charging equipment was reclassified into construction in process (see Note 6). Previously reported amounts have been updated to conform to the current period presentation. Cash, Cash Equivalents and Restricted Cash Cash and restricted cash, current and noncurrent, include cash held in cash depository accounts in major banks in the U.S. and are stated at cost. Cash equivalents are carried at fair value and are primarily invested in money market funds. Cash that is held by a financial institution and has restrictions on its availability to the Company is classified as current and noncurrent restricted cash. As of December 31, 2025 and 2024, the Company had $ 59.1 million (of which $ 10.2 million was noncurrent) and $ 2.8 million, respectively, of restricted cash associated with long-term debt (see Note 15). The Company had unused letters of credit, which were collateralized with cash classified as restricted cash on the Company's consolidated balance sheets of $ 0.4 million as of December 31, 2025 and 2024, associated with the construction of its charging stations. The Company also had $ 0.2 million and $ 0.1 million in restricted cash as of December 31, 2025 and 2024, respectively, related to a credit card agreement. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are amounts due from customers under normal trade terms. Payment terms for accounts receivable related to capital-build agreements are specified in the individual agreements and vary depending on the counterparty. Management reviews accounts receivable on a recurring basis to determine if any accounts receivable will potentially be uncollectible. The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for doubtful accounts. After all internal attempts to collect an accounts receivable have failed, the Company places the outstanding balance with a third-party collection agency and the accounts receivable is written off against the allowance for doubtful accounts. The Company also writes off any accounts receivables that are suspected of being related to misuse. The allowance for doubtful accounts was $ 0.1 million and $ 1.2 million as of December 31, 2025 and 2024, respectively. The decrease in the allowance for doubtful accounts was due to the write- 102 Table of Contents off of accounts receivable. Unbilled contract receivables, for which performance obligations have been met, were $ 3.8 million and $ 5.8 million as of December 31, 2025 and 2024, respectively. Deferred Equity Issuance Costs Deferred equity issuance costs, consisting primarily of legal, accounting and other professional fees relating to public offerings, are capitalized. Equity issuance costs directly attributable to the offering are recorded to additional paid-in capital as a reduction of proceeds. Deferred equity issuance costs offset additional paid-in capital on a pro rata basis as the available shares related to a shelf offering are issued. In the event that an offering is abandoned or terminated, deferred equity issuance costs are expensed. As of December 31, 2025, the Company had no capitalized deferred equity issuance costs. During the year ended December 31, 2025, the Company impaired $ 0.8 million of previously capitalized deferred equity issuance costs as a result of the expiration of the Company’s Form S-3 (File No. 333-266753), which was previously filed on August 10, 2022. As of December 31, 2024, the Company had capitalized $ 0.8 million of deferred equity issuance costs in prepaids and other current assets on the consolidated balance sheets. Debt Issuance Costs The Company capitalizes debt issuance costs, which consist primarily of arrangement fees and professional fees. Debt issuance costs are presented as assets on our consolidated balance sheets and are included in prepaids and other current assets and other assets. Debt issuance costs are amortized utilizing the straight-line method over the term of the debt. Amortization of debt issuance costs, net of capitalized interest, is included in interest expense in the consolidated statements of operations . Cloud Implementation Costs The Company capitalizes certain implementation costs incurred related to cloud computing arrangements that are service contracts. Such costs are amortized on a straight-line basis over the term of the associated hosting arrangement plus any reasonably certain renewal period. Any capitalized amounts related to such arrangements are recorded within prepaid expense and other current assets and within other assets on the consolidated balance sheets. Property, Equipment and Software Property, equipment and software includes charging stations, construction in process, software, and office equipment, vehicles and other equipment, which are stated at cost or at fair value as of the date of acquisition less accumulated depreciation and amortization. Depreciation for property, equipment and software is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are approximately three to seven years . Charging stations are depreciated when they are placed into service. Construction in process consists primarily of charging equipment, charging station installation costs, and software that has not yet been placed into service and are not depreciated. Depreciation is reported net of the amortization of the capital-build liability. The cost of maintenance and repairs is charged to expense as incurred while significant renewals and betterments are capitalized. Deductions are made for retirements and/or disposals. Following the disposition of an asset, the associated net cost is no longer recognized as an asset, and any gain or loss on the disposition, inclusive of any amounts recovered from insurance, is reflected in general and administrative expenses. The Company has adopted the provisions of ASC Topic 350-40, Internal-Use Software, and therefore the costs incurred in the preliminary stages of software development are expensed as incurred. The Company capitalizes all costs related to software developed or obtained for internal use when management commits to funding the project, the preliminary project stage is completed and when technological feasibility is established. Once a new functionality or improvement is released, the asset is subject to depreciation. Capitalization of costs ceases when the project is substantially complete and ready for its intended use and the costs are amortized into general and administrative 103 Table of Contents expenses using the straight-line method over the estimated useful lives of the software assets, which is generally three years . Goodwill and Other Intangible Assets Goodwill represents the difference between the purchase price and the fair value of identifiable net assets acquired in a business combination. EVgo completes an impairment test of goodwill at least annually or more frequently if facts or circumstances indicate that goodwill might be impaired. EVgo’s annual impairment test date is October 1 st . Goodwill is tested for impairment at the reporting unit level. EVgo first performs a qualitative assessment of EVgo’s single reporting unit. Factors considered in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of EVgo’s reporting unit, events or changes affecting the composition or carrying amount of the net assets of EVgo’s reporting unit, any sustained decrease in EVgo’s share price and other relevant entity-specific events. If EVgo elects to bypass the qualitative assessment or if EVgo determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, a quantitative test would be required. EVgo then performs the goodwill impairment test for each reporting unit by comparing the reporting unit’s carrying amount, including goodwill, to its fair value, which is measured based upon, among other factors, a discounted cash flow analysis, as well as market multiples for comparable companies. Estimates critical to EVgo’s evaluation of goodwill for impairment include forecasts for revenue, EBITDA growth and long-term growth rates, as well as the discount rates. If the carrying amount of the reporting unit is greater than its fair value, goodwill is considered impaired. EVgo did not recognize any impairment losses for any periods presented. It is possible in future periods that further declines in market conditions, customer demand or other potential changes in operations may increase the risk that these assets may become impaired. Finite-lived intangible assets are amortized over their useful lives and recorded as either cost of sales or operating expenses depending on the nature of the intangible asset. Costs incurred to renew or extend the term of recognized intangible assets are expensed as incurred. During the fourth quarter of 2025, the Company reviewed its goodwill and other intangible assets for indicators of impairment and performed its annual goodwill impairment analysis as part of this review. The Company did not note any impairment with respect to its goodwill or other intangible assets as of December 31, 2025, and no impairment charge was required. Estimated useful lives of the Company’s intangible assets are presented below: ​ ​ ​ ​ ​ Site Host relationships ​ 12 years Customer relationships ​ 4 - 5 years Developed technology ​ 10 - 15 years User base ​ 4 years Trade name ​ ​ ​ ​ 15 - 20 years ​ Long-Lived Asset Impairment The Company reviews its long-lived assets, including property and equipment, ROU assets and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the Company identifies events or changes in circumstances that could impact recoverability, the Company compares the carrying value of the assets or asset groups with their estimated future undiscounted cash flows. If it is determined that an impairment has occurred, the loss would be recognized during that period. The impairment loss would be calculated as the difference between the asset or asset group carrying values and the present value of estimated net cash flows or comparable market values, giving consideration to recent operating performance and pricing trends. 104 Table of Contents Lease Accounting – Lessee The Company accounts for leases under ASC Topic 842, Leases (“ASC 842”). As a lessee, the Company enters into agreements with various Site Hosts, which allow the Company to lease space to operate the charging stations on their property and with various parties to lease its office, warehouse and laboratory space. The Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with an initial contractual term in excess of 12 months, the Company records the related operating or finance ROU asset and lease liability. The Company has elected to recognize leases with an initial term of 12 months or less on a straight-line basis without recognizing a ROU asset or operating lease liability. Some leases also include renewal and/or early termination options, which can be exercised under specific conditions. Renewal and termination options are not included in the measurement of the ROU assets and lease liabilities unless the Company is reasonably certain to exercise the options. The Company’s lease agreements primarily require lease payments based on a minimum annual rental amount. In addition to minimum lease payments, the Company’s lease agreements may contain variable lease payments based on revenue-sharing or inflation adjustments. The Company has elected the practical expedient to not separate non-lease components from lease components in the measurement of liabilities for all asset classes. Lease liabilities are recognized at the present value of the fixed lease payments using an implicit rate and, if not available, an incremental borrowing rate based on estimated collateralized borrowings available to the Company. The Company incurs initial direct costs and receives landlord incentives that increase or decrease the calculated ROU asset, respectively. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. The Company expenses variable lease payments as incurred. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company has not entered into any finance leases. Lease Accounting - Lessor The Company has elected not to use the practical expedient to combine non-lease components with lease components, which provides the customer with the right of use of 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. The Company recognizes revenue from lease components of lease contracts in accordance with ASC 842 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. As a lessor, the Company has entered into agreements to lease charging equipment, charging stations and other technical installations to third parties. The Company, at the inception of a lease contract, determines whether it is an operating, sales-type or direct financing lease. The leases generally provide for fixed monthly payments and sometimes include provisions for contingent variable rent. Fixed payments received under lease agreements for lease components of operating leases are recognized on a straight-line basis over the lease term and are reported in revenue in the 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 ancillary revenue and the cost of sales is reported in other cost of sales in the consolidated statements of operations. If collectibility of the financing receivables is not considered probable at the commencement date, the underlying asset is not derecognized and lease payments received, including variable lease payments, are recorded as a deposit 105 Table of Contents 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 event occurs: (i) the contract has been terminated and the lease payments received from the lessee are nonrefundable; or (ii) the underlying asset is repossessed, the Company has no further obligation under the contract to the lessee, and the lease payments received from the lessee are nonrefundable. At that point, the Company will 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 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. If a sales-type lease is terminated before the end of the lease term, the Company tests the net investment in the lease for impairment, reclassifies the net investment in the lease to the appropriate asset category, measured at the sum of the carrying amount of the lease receivable (less amounts still expected to be received by the Company) and the residual asset, and accounts for the underlying asset in accordance with the relevant U.S. GAAP standards. If a lease agreement is replaced by a new lease agreement with a new lessee, the Company accounts for the termination of the original lease and accounts for the new lease in the same manner as it would any other new lease. Deferred Revenue Deferred revenue consists of billings on contracts where performance has commenced, and payments have been received in advance of revenue recognition. Deferred revenue is recognized into revenue as the related revenue recognition criteria are met. Deferred revenue also includes customer deposits, which represent prepayments that are refundable. Customer deposits are also comprised of funds that have been received to offset future expenses of the Company for certain marketing expenses reimbursed by customers. Capital-Build Liability and Expense Reimbursements The Company receives grant funding in the form of cash from governmental and non-governmental entities to construct and operate EV chargers. The Company accounts for governmental grants by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”). The Company recognizes government grants when there is reasonable assurance that the grant will be received and compliance with conditions attached to the grant, if any, will be met. Grant contracts provided by non-governmental entities are analyzed and if it does not fall under the scope of ASC 842 or ASC 606, they are accounted for under IAS 20. The charging stations purchased and installed under these programs or agreements are recorded in property and equipment. At the time the expenditures for the charging stations have been incurred, the funding associated with the charging station capital expenditure is deferred as a capital-build liability and amortized against depreciation expense over the remaining useful life of the related assets. The Company retains ownership of these charging stations. Reimbursement under the agreements for operating and maintenance expenses is recognized as an offset to cost of sales in the consolidated statements of operations in the period in which EVgo recognizes the related costs of operation and maintenance of the chargers. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments 106 Table of Contents should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet dates. Earnout Liability In connection with the CRIS Business Combination, certain initial stockholders of CRIS entered into an agreement with the Sponsor (the “Sponsor Agreement”) that provides for certain transfer restrictions and forfeiture provisions, among other things. Pursuant to the Sponsor Agreement, the initial stockholders party thereto are required to forfeit up to 1,437,500 shares of Class A common stock (the “Earnout Shares”) if certain events do not occur. In accordance with ASC 815, the Earnout Shares are recorded as a derivative liability at fair value since they are not indexed to the Company’s Class A common stock. They are remeasured at each reporting date through the change in fair value of earnout liability in the consolidated statements of operations. The estimated fair value of the contingent earnout liability is determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 14), prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including EVgo’s stock price, expected volatility, risk-free interest rate, expected restriction period and dividend rate. Until its settlement, the contingent earnout liability is categorized as a Level 3 (defined below) fair value measurement because the Company utilizes projections during the Earnout Period that include unobservable inputs. Contingent earnouts involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. Asset Retirement Obligations Asset retirement obligations are recognized when there is a legal obligation associated with the retirement of a long-lived asset and the amount of the obligation can be reasonably estimated. The fair value of the liability for an asset retirement obligation is recorded in the period in which it is incurred, with a corresponding increase to the carrying amount of the related long-lived asset. Discount rates are based on the Company’s estimated credit adjusted risk free rate. The liability is accreted over time through charges to expense, and the capitalized asset retirement cost is depreciated over the useful life of the related asset. Revisions to estimated asset retirement obligations resulting from changes in the timing or amount of expected cash flows are recognized as an increase or decrease to both the liability and the related asset. If the related asset has been fully depreciated, such changes are recognized in earnings in the period of the change. Warrant Liabilities The Company accounts for its issued and outstanding warrants (as described in Note 13) in accordance with the guidance contained in ASC 815, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at the end of each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised or redeemed by the Company and any change in fair value is recognized in the statements of operations. The fair value of the Private Placement Warrants on the date of issuance and on each measurement date is estimated by reference to the trading price of the public warrants, which is considered a Level 2 (defined below) fair value measurement, or using a Monte Carlo simulation methodology, which is considered a Level 3 (defined below) fair value measurement and includes inputs such as EVgo’s stock price, the risk-free interest rate, the expected term, the expected volatility, the dividend rate, the exercise price and the number of Private Placement Warrants outstanding. Assumptions used in the Monte Carlo model are subjective and require significant judgment and actual results can differ from assumed and estimated amounts. 107 Table of Contents Fair Value Measurement The Company determines fair value in accordance with ASC 820, Fair Value Measurement (“ASC 820”), which establishes a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market (“Level 1”) to estimates determined using significant unobservable inputs (“Level 3”). Multiple inputs may be used to measure fair value; however, the level of fair value is based on the lowest significant input level within this fair value hierarchy. The Company’s recurring and non-recurring fair value measurements include the initial valuation of asset retirement obligations, the issuance of share-based compensation awards, and the valuations of earnout liability, warrant liabilities, and long-term debt. Details on the methods and assumptions used to determine fair values are as follows: ● Fair value measurements based on Level 1 inputs: Measurements that are most observable and are based on quoted prices of identical instruments obtained from the principal markets in which they are traded. Closing prices are both readily available and representative of fair value. Market transactions occur with sufficient frequency and volume to assure liquidity. ● Fair value measurements based on Level 2 inputs (“Level 2”): Measurements derived indirectly from observable inputs or from quoted prices from markets that are less liquid are considered Level 2. ● Fair value measurements based on Level 3 inputs: Measurements that are least observable are estimated from significant unobservable inputs determined from sources with little or no market activity for comparable contracts or for positions with longer durations. Revenue Recognition – Non-Lease Components The Company’s sources of non-lease revenue are from retail, commercial and OEM charging, regulatory credit sales, OEM network, eXtend, and ancillary services. Its primary source of non-lease revenue is charging contracts with customers. A significant portion of the Company’s charging contracts have upfront payment terms or monthly payment terms. Payments for walk-up retail charging usage are collected at the point of service, except for monthly member fees and member usage fees which are billed monthly in arrears. Payments for development and project management revenue occur either on an installment basis or are received upon completion of milestones. Payment terms vary on a contract-by-contract basis, although terms generally include a requirement of payment within 30 to 60 days. Revenues for regulatory credits such as Low Carbon Fuel Standard (“LCFS”) credit sales are recognized upon delivery. The Company recognizes revenue non-lease components pursuant to ASC 606, using a five-step model: (a) identification of the contract, or contracts, with a customer; (b) identification of the performance obligations in the contract; (c) determination of the transaction price; (d) allocation of the transaction price to the performance obligations in the contract; and (e) recognition of revenue when, or as, it satisfies a performance obligation. The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. At contract inception, the Company determines whether it satisfies the performance obligation over time or at a point in time. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities. The Company may also incur fulfillment costs that are reimbursed by its customers as pass-through costs that may or may not be subject to a mark-up. Reimbursements for fulfillment costs are included in the transaction price and are recognized on a gross basis. The Company recognizes estimated losses on contracts immediately upon identification of the loss. 108 Table of Contents Some of the Company’s contracts with customers only contain a single performance obligation. When agreements involve multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to each performance obligation based on the relative SSP. The Company determines the SSP based on observable SSP when it is available, as well as other factors, including the price charged to its customers, its discounting practices and its overall pricing objectives, while maximizing observable inputs. EVgo’s contracts may provide its customers with the option to renew the agreement. Generally, this option is not considered to provide a material right that should be accounted for as a separate performance obligation because the customer would not receive a discount if it decided to renew and the option to renew is generally cancellable by either party subject to the notice of non-renewal requirements specified in the contract. If a material right is identified, the Company would account for these accordingly as a separate performance obligation. EVgo’s contracts may also provide its customers with the option to purchase additional future services. Generally, this option is not considered to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services are generally at market rates for such services and the Company is not automatically obligated to stand ready to deliver these additional goods or services because the customer may reject EVgo’s proposal. Areas of Judgment and Estimates The Company exercises judgment in determining which promises in a contract constitute performance obligations rather than set-up activities. The Company determines 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 a 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 its conclusion, the Company assesses 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. The Company’s 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. The Company estimates variable consideration under the expected value method or the most likely amount method. If charging station installations are not completed by specified dates, the Company may be subject to installation penalties. The Company may also be subject to other penalties identified in the customer agreements upon failure to maintain specified network uptimes and for other contractual service requirements. Variable consideration for installation, service, and other penalties is generally estimated using the most likely amount method. Practical Expedients and Exemptions The Company elected the practical expedient to not adjust the consideration in a contract for the effects of a significant financing component if the Company expects, at contract inception, that the period between receipt of payment and the transfer of promised goods or services will be less than one year. In some cases, the Company receives payment in advance of the transfer of promised goods or services. For contracts in which revenue is recognized over time and the entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, the Company recognizes revenue at the amount to which it has the right to invoice. The Company does not disclose the transaction price allocated to remaining performance obligations for (i) contracts for which the Company recognizes 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. The Company’s remaining performance 109 Table of Contents obligations under these contracts include providing charging services, branding services and maintenance services, which will generally be recognized over the contract term. An asset is recognized for the incremental costs of obtaining a contract with a customer if the benefit of those costs is expected to be longer than one year. A practical expedient to expense costs as incurred for costs to obtain a contract with a customer is applied when the amortization period would have been one year or less. Contract costs are evaluated for impairment in accordance with ASC 310, Receivables . Contract Balances Differences in the timing of revenue recognition, billings and cash collections result in contract assets and contract liabilities. Contract Assets . Billing practices are governed by the terms of each contract based upon costs incurred, achievement of milestones and/or predetermined schedules. Billings do not necessarily correlate with the timing of revenue recognition such as revenue recognized over time using the relevant input method, which is generally either time-based or cost-based. Contract assets include unbilled amounts resulting from revenue under contracts when the time-based or cost-based method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Contract assets are classified as prepaid and other current assets on the consolidated balance sheets. Contract Liabilities . The Company records contract liabilities when cash payments are received in advance of the Company’s performance of its obligations. Contract liabilities under the scope of ASC 606 include deferred revenue on the consolidated balance sheets. EVgo’s contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period, when applicable. From time to time, the payment terms of contracts require the customer to make advance payments as well as interim payments as work progresses. These advance payments generally are not considered to contain a significant financing component. Sales Tax Collected from Customers As a part of the Company’s normal course of business, sales taxes are collected from customers in accordance with local regulations. Sales taxes collected are remitted, in a timely manner, to the appropriate governmental tax authority on behalf of the customer. The Company’s policy is to present revenue and costs net of sales taxes. Cost of Sales and General and Administrative Expenses Cost of sales consists of charging network cost of sales, other cost of sales, and depreciation expense (net of capital-build amortization expenses). Charging network cost of sales consists primarily of energy usage fees, site operating and maintenance expenses, network charges, warranty and repair services, site costs and related expense, and payment processing fees related to the public charging network. Other cost of sales are primarily related to the eXtend business, the dedicated fleet business, the sale of data services and other ancillary services. General and administrative expenses primarily consist of payroll and related personnel expenses, IT and office services, customer service, office rent expense and professional services. Advertising Costs Advertising costs are generally expensed as incurred and totaled $ 3.9 million and $ 2.1 million for the years ended December 31, 2025 and 2024, respectively. 110 Table of Contents Research and Development Costs Research and development costs are expensed as incurred and totaled $ 12.2 million and $ 11.6 million for the years ended December 31, 2025 and 2024, respectively. 401(k) Plan The Company has a 401(k) plan that qualifies under Section 401(k) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The 401(k) plan provides discretionary employer matching contributions to eligible employees up to IRS annual limits. Employer contributions to the 401(k) plan for the years ended December 31, 2025 and 2024 were $ 1.2 million and $ 1.0 million, respectively. Share-Based Compensation The Company recognizes compensation expense for all awards granted based on the grant date fair value. Compensation expense for awards that vest in increments is recognized based on an accelerated attribution method. In accordance with ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), compensation expense for awards with service conditions is recorded over the requisite service period, and compensation expense for awards with market and service conditions is recognized over the longer of the explicit service period or the derived service period for the market condition for any awards that are expected to vest. The Company issues new shares upon the exercise of stock options and upon the vesting of restricted share units and performance stock units. The Company has elected to account for forfeitures as they occur. Income Taxes EVgo and Thunder Sub are each classified as a corporation for federal income tax purposes and are subject to U.S. federal and state income taxes. EVgo and Thunder Sub report U.S. federal income taxes on a consolidated basis and will be taxed at the prevailing corporate tax rates. EVgo and Thunder Sub include in income, for U.S. federal income tax purposes, their allocable portion of income from “pass-through” entities in which they hold an interest, including EVgo OpCo and its subsidiaries. “Pass-through” entities, such as EVgo OpCo and its subsidiaries, are not subject to U.S. federal and certain state income taxes at the entity level and instead, the tax liabilities with respect to taxable income are passed through to the members, including Thunder Sub. As a result, prior to the CRIS Business Combination, EVgo Holdco and its subsidiaries were not subject to U.S. federal income taxes at the entity level. The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). This method gives consideration to the future tax consequences associated with the differences between the financial accounting and tax basis of the assets and liabilities as well as the ultimate realization of any deferred tax asset resulting from such differences. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. When a valuation allowance is increased or decreased, a corresponding tax expense or benefit is recorded. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company has elected to account for transferable income tax credits using the flow-through method under ASC Topic 740, Income Taxes , and disregards expected transfers in assessing realizability as part of the valuation allowance analysis. The Company will instead recognize such amounts upon transfer of control over the transferable income tax credits. 111 Table of Contents The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. Tax Receivable Agreement Liability In connection with the CRIS Business Combination, EVgo entered into a tax receivable agreement (the “Tax Receivable Agreement”) with EVgo Holdings (along with permitted assigns, the “TRA Holders”) and LS Power Equity Advisors, LLC, as agent. The Tax Receivable Agreement generally provides for payment by the Company, Thunder Sub or any of their subsidiaries other than EVgo OpCo and its subsidiaries (“Company Group”) to the TRA Holders of 85 % of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that the Company actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis that occur as a result of the Company Group’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of EVgo OpCo Units pursuant to any exercise of the Redemption Right and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the Tax Receivable Agreement. The Company Group will retain the benefit of any remaining net cash savings. If the Company Group elects to terminate the Tax Receivable Agreement early (or it is terminated early due to the Company Group’s failure to honor a material obligation thereunder or due to certain mergers, asset sales, other forms of business combinations or other changes of control), the Company Group is required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that the Company Group has sufficient taxable income on a current basis to fully utilize the tax benefits covered by the Tax Receivable Agreement and (ii) that any EVgo OpCo Units (other than those held by the Company Group) outstanding on the termination date or change of control date, as applicable, are deemed to be redeemed on such date). The redemption of EVgo OpCo Units in December 2024 discussed in Note 1, is expected to produce favorable tax attributes for the Company. These tax attributes would not be available to the Company in the absence of the redemption. Amounts payable by the Company under the Tax Receivable Agreement are initially accrued against additional paid-in capital when it is probable that a liability has been incurred and the amount is estimable. Any subsequent changes to the liability are recorded as non-operating income (loss). If the liability is considered probable and estimable and is established for the first time as part of a reversal of a valuation allowance against deferred tax assets, the initial liability is accrued through non-operating income (loss). As of December 31, 2025, the Company does not expect any cash tax benefit from the tax attributes produced by the redemption and therefore no amounts have been accrued as the liability is not deemed probable. The unrecorded tax liability related to the redemption is estimated at $ 33.2 million and $ 33.8 million as of December 31, 2025 and 2024, respectively. During both the years e nded December 31, 2025 and 2024, no transactions occurred that would result in a cash tax savings benefit that would trigger the recording of a liability by the Company based on the terms of the Tax Receivable Agreement. Earnings (Loss) Per Share Basic earnings (loss) per share represents net earnings (loss) attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. The Company considers any Earnout Shares that are issued and outstanding but considered contingently returnable if certain conditions are not met, as participating securities due to their non-forfeitable right to receive dividends, requiring the use of the two-class method. Diluted earnings per share represents net earnings attributable to common stockholders divided by the weighted average number of common shares outstanding, inclusive of the dilutive impact of all potentially dilutive securities outstanding during the period, as applicable. Dilution is not considered when a net loss is reported. 112 Table of Contents Segment Reporting The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by its CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and reportable segment. The following table presents disaggregated general and administrative expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ ​ 2025 ​ 2024 Operations/network operations ​ ​ $ 57,573 ​ $ 54,285 Other general and administrative ​ ​ 57,793 ​ 41,184 Technology and development ​ ​ 40,595 ​ 30,700 Sales and marketing ​ ​ 20,907 ​ 14,962 General and administrative expenses ​ ​ $ 176,868 ​ $ 141,131 ​ Newly Adopted Accounting Standards In December 2023, the FASB Issued Accounting Standards Update (“ASU”) 2023-09, ASC Subtopic 740 “ Income Taxes — Improvements to Income Tax Disclosures ” (“ASU 2023-09”), which increases transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 on January 1, 2025 on a prospective basis and has accordingly included the increased income tax disclosures within the notes to the Company’s consolidated financial statements for the year ended December 31, 2025. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. In March 2024, the FASB issued ASU 2024-01, ASC Subtopic 718 “Compensation – Stock Compensation” (“ASU 2024-01”) to provide illustrative examples to determine whether profits interest awards are share-based payment arrangements in the scope of ASC 718, or cash bonus or profit-sharing arrangements in the scope of ASC 710, Compensation . The Company adopted ASU 2024-01 on January 1, 2025, on a prospective basis and the adoption of this standard did not have any impact on the Company’s consolidated financial statements. In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-07”). The guidance refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. The amendments in ASU 2025-07 are effective for fiscal years and interim periods beginning after December 15, 2026, with early adoption permitted. The Company adopted ASU 2025-07 with an effective date of January 1, 2025, on a prospective basis and the adoption of this standard did not have any impact on the Company’s consolidated financial statements . Recently Issued Accounting Standards In November 2024, the FASB issued ASU 2024-03, ASC Subtopic 220 “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures ” (“ASU 2024-03”), which requires that, in each interim and annual reporting period, an entity disclose more information about the components of certain expense captions than is currently disclosed in the financial statements. In January 2025, the FASB issued ASU 2025-01, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ” (“ASU 2025-01”), which clarified the effective date of ASU 2024-03, in which the amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting 113 Table of Contents periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. In July 2025, the FASB issued ASU 2025-05, ASC Subtopic 326 “ Financial Instruments — Credit Losses” (“ASU 2025-05”), which provides a practical expedient that allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within annual reporting periods. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, ASC Subtopic 350 “Intangibles — Goodwill and Other — Internal-Use Software” (“ASU 2025-06”), which provides targeted improvements to the accounting for internal-use software by eliminating stage-based rules for cost capitalization and replacing them with a principles-based framework aligned with modern software development practices. The update also clarifies the disclosure framework for capitalized software costs and is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In December 2025, the FASB issued ASU 2025-10, ASC Subtopic 832 “Accounting for Government Grants Received by Business Entities” (“ASU 2025-10”), which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. ASU 2025-10 provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. ASU 2025-10 also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. The effective date for public companies is fiscal years beginning after December 15, 2028, including interim periods within those annual periods. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, ASC Subtopic 270 “Narrow-Scope Improvements” (“ASU 2025-11), which clarifies the guidance in Subtopic 270 to improve the consistency of interim financial reporting. ASU 2025-11 provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim periods and annual periods beginning after December 15, 2027. The Company is currently evaluating the effect that the adoption of this ASU will have on its interim consolidated financial statements. ​ Note 3 — Revenue Recognition Revenue Streams The Company’s revenue streams, respective performance obligations and methods of recognition are summarized below. All of the Company’s revenues are sourced primarily from the U.S. Charging, Retail. EVgo sells electricity directly to drivers who access EVgo’s publicly available networked chargers. Various pricing plans exist for customers and drivers have the choice to charge through a subscription offering or a variety of pay-as-you-go plans. Revenue for these sales is recognized at a point in time upon delivery of electricity and is charged to the customer based on electrical power delivered, minutes of charging, or on a fee basis. Monthly membership fees are charged to the customer and recognized on a monthly basis. Charging, Commercial. High volume fleet customers, such as transportation network companies or delivery services and rideshare, can access EVgo’s charging infrastructure through EVgo’s public network. Pricing for charging services is most often negotiated directly with the fleet owner based on the business needs and usage patterns of the fleet. In these arrangements EVgo contracts with and bills either the fleet owner directly or an individual fleet driver utilizing EVgo’s 114 Table of Contents chargers. Revenue for these sales is recognized at a point in time upon delivery of electricity and is generally charged to the customer based on electrical power delivered. Charging, OEM. The Company contracts with various automobile manufacturers (“OEMs”) to provide charging services to drivers who have purchased or leased such OEMs’ EVs and who access EVgo’s public charger network, to expand EVgo’s network of owned DCFCs and to provide other related services. Revenues are recognized as electricity is provided to the OEM customers. Other related services currently provided to OEMs by EVgo include co-marketing, data services and digital application services. Certain OEM contracts provide charging credits for OEM customers, and revenue is recognized at a point in time when OEM customers use the credits for charging sessions. Other charging memberships provide OEM customers with a stand-ready obligation and revenue is recognized over time, based on the membership period. Regulatory Credit Sales. As a charging station owner and operator, EVgo earns regulatory credits, such 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 kilowatt-hours (“kWh”) sold. EVgo earns additional revenue through the sale of these credits to buyers obligated to purchase the credits to comply with the program mandates. The Company’s performance obligation is to sell regulatory credits to certain of its customers. As such, revenue is recognized at the point of sale. Network, OEM. This revenue stream represents revenue related to contracts that have significant charger infrastructure build programs, which represent set-up costs under ASC 606. The transaction prices from these contracts are allocated to performance obligations including branding, memberships, reservations and the expiration of unused charging credits. Revenue from branding are recognized over time as the services are performed and measurement is recognized straight-line over the performance period. For memberships and reservations, revenue is recognized over time and measured over the period on a straightline basis as performance obligations are met. Any unused charging credits are recognized as breakage using the proportional method or, for programs where there is not enough information to determine the pattern of rights exercised by the customer, the remote method. eXtend. Through EVgo eXtend, EVgo provides hardware, design, and construction services for charging sites, as well as ongoing operations, maintenance and networking and software integration solutions, while the Company’s customers purchase and retain ownership of the charging assets. EVgo also provides grant application support and related services. EVgo’s primary eXtend contract is for the deployment of up to 2,000 fast charging stalls that Pilot Travel Centers LLC (the “Pilot Company”) will own and EVgo will build, network, operate and maintain. For the eXtend offering, the Company generally has multiple performance obligations including, but not limited to, the sales of equipment, the provision of engineering, procurement, and construction services during the construction lifecycle, and the provision of operations and maintenance services once the charging network is operational. Revenue from sales of equipment is generally recognized at a point in time when the performance obligation is satisfied. Some customers have agreed to purchase equipment from the Company but requests delivery at a later date, commonly known as bill-and-hold arrangements. For these transactions, the Company deems that control passes to the customer when: (i) the customer has a signed agreement, (ii) significant risk and rewards have transferred to the customer, (iii) the customer has the ability to direct the use of the equipment, (iv) the equipment has been set aside specifically for the customer and cannot be redirected to another customer and (v) as applicable, any customizations have been completed when ordered with the equipment. Payment is typically due once equipment has been acquired for the customer. The Company’s performance obligation under development contracts is to develop and deliver a completed site with installed charging hardware. The build-out fee can be structured as firm-fixed price or cost-plus arrangements and becomes payable as certain contract and/or construction milestones are achieved or as construction costs are incurred monthly. Development and project management revenue is recognized over time using the relevant input method, which is generally either time-based or cost-based. Under the time-based and cost-based methods, all costs incurred in the period that relates to a contract are charged to cost of sales and the related revenue is recognized based on the measured progress to completion. EVgo may provide latent defect warranties for equipment and installation labor services related 115 Table of Contents to EVgo’s charger installation services. EVgo’s warranty obligations are generally not accounted for as separate performance obligations as warranties cannot be separately purchased and warranties do not provide a service in addition to the assurance that the charging stations will function as expected. The operations and maintenance fees generally commence once the charging stations become operational with recurring fees generally based upon a fixed or variable rate. For maintenance services that are invoiced monthly, the Company has elected to recognize revenue using the as-invoiced practical expedient . The Company provides grant application preparation and submission services as well as compliance and reporting services over the term of the grant in exchange for a fixed fee that is determined based on the value of the grant received by the customer. Revenue for grant application preparation services is recognized at a point in time when the Company has submitted the grant application, subject to the variable consideration constraint. Revenue for grant reporting services will be earned over time after the chargers are commissioned with revenue recognized on a straight-line basis over the grant reporting period, subject to the variable consideration constraint. Ancillary. In addition to offering access to its public network, EVgo offers dedicated charging solutions to autonomous vehicle and other fleets. As part of this offering, EVgo typically builds, owns and operates charging assets for fleets, including through off-site charging hubs that EVgo has secured without requiring a fleet to directly incur capital expenditures. EVgo offers a variety of pricing models for dedicated charging solutions, including a mix of volumetric commitments and variable and fixed payments for provision of charging services. EVgo enters into operating and sales-type leases with its dedicated fleet customers. Any lease components that are identified for dedicated fleet hubs are accounted for in accordance with ASC 842. Non-lease components and fulfillment costs are accounted for in accordance with ASC 606 and are recognized upon delivery of electricity and charged to the fleet customer based on electrical power delivered or minutes of charging and may be subject to a minimum usage requirement. EVgo also offers a variety of software-driven digital, development and operations services to its customers. EVgo’s offerings currently include customization of digital applications, charging data integration, access to chargers behind parking lot pay gates, micro-targeted advertising services and charging reservations as well as all services provided under PlugShare such as data, research, and advertising services. For software-driven digital, equipment procurement and operations services, the Company recognizes revenue at a point in time or over time based on when the performance obligation is met. The Company provides research and consulting services to its PlugShare customers. These are generally short-term projects, and the Company recognizes revenue at a point in time upon delivery of the results of the research and consulting services to the customer. The Company enters into short-term and long-term contracts with PlugShare customers to provide charging data integration services. The contract fees for the data integration services are generally structured as a fixed fee arrangements over a specified licensing period and revenue is generally recognized for the single performance obligation monthly, on a straight-line basis, over the licensing period. The Company generally enters into short-term cancelable insertion orders with its advertising customers for advertising campaigns that are served through the PlugShare software platform. Sponsorship advertising arrangements are generally priced under a cost per engagement structure, which is a set price per click or engagement. Advertising customer contracts may contain multiple performance obligations with each distinct service. The performance obligations are generally considered a series of distinct services as the performance obligations are satisfied over time and revenue is recognized in the period of delivery. The contract transaction price is comprised of variable consideration based on the stated rates applied against the number of units delivered inclusive of the bonus units subject to the maximums provided in the contract. The contractual rates and actual units delivered are used to determine the transaction price each period end. The transaction price is allocated to each performance obligation based on the SSP of each performance obligation. Advertising revenue is recognized ratably over the service period based on actual units delivered subject to the maximums under the contract. 116 Table of Contents Contract Assets and Liabilities The following table provides information about contract assets and liabilities from contracts with customers: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ Change (dollars in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ ​ ​ ​ ​ % Contract assets ​ $ 1,715 ​ $ 1,383 ​ $ 332 ​ ​ 24 % Contract liabilities ​ $ 102,771 ​ $ 116,724 ​ $ ( 13,953 ) ​ ​ ( 12 ) % ​ The balance of contract assets is driven by the difference in timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer. The balance of contract liabilities is driven by the difference in timing between when cash is received pursuant to a contract and when the Company’s performance obligations under the contract are satisfied. The following table provides the activity for the contract liabilities recognized: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ 2025 ​ ​ ​ 2024 Beginning balance ​ $ 116,724 ​ $ 87,440 Additions ​ 164,999 ​ 135,426 Recognized in revenue ​ ​ ( 178,481 ) ​ ​ ( 106,105 ) Changes in estimate of transaction price ​ ( 471 ) ​ — Marketing activities recognized on a net basis ​ — ​ ( 37 ) Ending balance ​ $ 102,771 ​ $ 116,724 ​ Revenues include the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ 2025 ​ ​ ​ 2024 Amounts included in the beginning of period contract liabilities balance ​ $ 42,422 ​ $ 24,006 Amounts associated with performance obligations satisfied in previous periods ​ $ 3,432 ​ $ 42 ​ It is anticipated that deferred revenue as of December 31, 2025 will be recognized in the following years ending December 31: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2026 ​ $ 26,570 2027 ​ 20,843 2028 ​ 15,319 2029 ​ ​ 1,498 ​ ​ $ 64,230 ​ As of December 31, 2025, there was $ 19.2 million in consideration received for charging credits, for which the timing of revenue recognition is uncertain. The Company expects to recognize revenue for these amounts as customers use their charging credits over the next 3.0 years. ASC 606 does not require disclosure of the transaction price to remaining performance obligations if the contract contains variable consideration allocated entirely to a wholly unsatisfied performance obligation. Under many customer contracts, each unit of product represents a separate performance obligation and therefore future volumes are wholly unsatisfied and thus disclosure of the transaction price allocated to a wholly unsatisfied performance obligation is not required. Under these contracts, variability arises as both volume and pricing are not known until the product is delivered. As of December 31, 2025 and 2024, there was $ 19.3 million and $ 8.6 million, respectively, in variable 117 Table of Contents consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the consolidated balance sheets. ​ ​ ​ Note 4 — Lease Accounting Lessee Accounting The Company has entered into agreements with Site Hosts, which allow the Company to operate charging stations on the Site Hosts’ property. Additionally, the Company leases offices, a warehouse and laboratory space under agreements with third-party landlords. The agreements with the Site Hosts and landlords are deemed to be operating leases. Original lease terms generally range from one to 15 years , and most leases contain renewal options that can extend the term for up to an additional five years and certain leases have renewal options for up to an additional 30 years . The Company has not entered into any finance leases. The Company has estimated operating lease commitments of $ 57.5 million for leases where the Company has not yet taken possession of the underlying asset as of December 31, 2025. As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s consolidated balance sheet as of December 31, 2025. The Company’s lease costs consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Operating lease costs ​ ​ ​ ​ Charging network cost of sales $ 11,494 $ 8,278 Other cost of sales ​ ​ 2,960 ​ ​ 2,793 General and administrative expenses ​ ​ 4,263 ​ ​ 4,568 Variable lease costs ​ ​ ​ ​ ​ ​ Charging network cost of sales ​ ​ 2,173 ​ ​ 2,350 Other cost of sales ​ ​ — ​ ​ 48 General and administrative expenses ​ ​ 78 ​ ​ 121 Total operating lease costs ​ $ 20,968 ​ $ 18,158 ​ As of December 31, 2025, the maturities of operating lease liabilities for the years ending December 31, were as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ 2026 ​ $ 17,444 2027 ​ ​ 18,731 2028 ​ ​ 18,672 2029 ​ ​ 18,723 2030 ​ ​ 18,141 Thereafter ​ ​ 64,547 Total undiscounted operating lease payments ​ ​ 156,258 Less: imputed interest ​ ​ ( 51,510 ) Total discounted operating lease liabilities ​ $ 104,748 ​ 118 Table of Contents Other supplemental and cash flow information consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (dollars in thousands) ​ 2025 ​ 2024 Weighted-average remaining lease term (in years) ​ 8.4 ​ ​ 8.7 ​ Weighted-average discount rate ​ ​ 9.8 % ​ ​ 9.3 % Cash paid for amounts included in measurement of operating lease liabilities ​ $ 17,667 ​ ​ $ 14,566 ​ ROU assets obtained in exchange for new operating lease liabilities ​ $ 23,677 ​ ​ $ 29,982 ​ ​ Lessor Accounting Operating Leases The Company leases charging equipment, charging stations and other technical installations, and subleases properties leased from Site Hosts to third parties. Initial lease terms are generally one to 5 years and may contain renewal options . For operating leases, the underlying asset is carried at its carrying value as property and equipment, net, or included in operating lease ROU assets on the consolidated balance sheets. The Company’s operating lease income consisted of the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ 2025 ​ 2024 Ancillary revenue ​ ​ ​ ​ ​ ​ Operating lease income $ 5,747 ​ $ 2,606 Sublease income ​ ​ 256 ​ ​ 862 ​ ​ $ 6,003 ​ $ 3,468 As of December 31, 2025, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the years ending December 31, were as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2026 ​ $ 2,893 2027 ​ ​ 2,417 2028 ​ ​ 2,317 ​ ​ $ 7,627 ​ The components of charging stations and subleased host sites leased to third parties under operating leases, which are included within the Company’s property and equipment, net, and operating lease ROU assets were as follows as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ 2025 ​ 2024 Charging stations $ 13,018 ​ $ 7,233 Less: accumulated depreciation ​ ​ ( 3,151 ) ​ ​ ( 2,419 ) Property and equipment, net ​ $ 9,867 ​ $ 4,814 ​ ​ ​ ​ ​ ​ ​ Operating lease ROU assets ​ $ 2,090 ​ $ 7,915 ​ 119 Table of Contents Sales-Type Leases The Company enters into sales-type leases with third-parties for charging stations. The Company did not have any sales-type leases prior to 2025. During the year ended December 31, 2025, the Company derecognized $ 2.8 million, of leased assets into cost of sales, other and recognized net investment in lease of $ 5.6 million in ancillary revenue related to sales-type lease arrangements . In December 2025, the sales-type lease arrangement was terminated by the lessee, and the Company reclassified $ 4.0 million of the remaining net investment in the lease to property and equipment, net. No impairment of net investment in lease was recognized during the year ended December 31, 2025. Note 5 — Government Assistance EVgo continuously pursues public grants, subsidies and incentives to reduce capital expenditures and electricity costs. EVgo dedicates internal and external resources to monitor, submit for and utilize available grant, subsidy and incentive funding for the development of DCFCs on a state, local and national level. EVgo’s network expansion and local build plans take into account expected timing for and availability of funding of this type. DOE Loan Agreement On December 12, 2024, EVgo Swift Borrower LLC (“Swift Borrower”), a Delaware limited liability company and subsidiary of the Company, entered into a guarantee agreement with the U.S. Department of Energy (“DOE”) as guarantor (“Guarantee Agreement”) for a term loan facility entered into by Swift Borrower with the Federal Financing Bank (“FFB”) (“DOE Loan”). As of December 31, 2025, the outstanding balance under the DOE Loan was $ 140.6 million, which includes $ 5.6 million in paid-in-kind interest. As of December 31, 2025 , Swift Borrower had $ 919.3 million of principal available to borrow under the DOE Loan, subject to the satisfaction of conditions contained in the Guarantee Agreement . As of December 31, 2024, there were no amounts outstanding under the DOE Loan . Other Assistance Certain government assistance related to the Company’s charging stations includes terms and conditions including, but not limited to, periodic reporting on a monthly, quarterly or annual basis, specific minimum uptime and operational requirements over a period of three to five years typically from the operational date. As of December 31, 2025, the Company’s commitments under government assistance related to the Company’s charging stations expire over the next five years . Noncompliance with any of the terms or conditions could impact the Company’s ability to receive future government assistance or could result in the recapture of amounts paid to the Company by the granting agencies. The Company has evaluated the recapture provisions related to government assistance included in the capital-build liability on the consolidated balance sheets as of December 31, 2025 and concluded that it is not probable that the recapture provisions will be triggered. In addition, EVgo regularly monitors compliance with these provisions . The government assistance received related to the Company’s charging stations is aggregated below as the programs contain similar terms and are accounted for similarly in accordance with IAS 20 and are included in the consolidated financial statements as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ 2025 ​ ​ ​ 2024 Accounts receivable, capital-build as of ​ $ 18,397 ​ $ 16,723 Capital-build liability as of ​ $ 49,250 ​ $ 43,644 General and administrative (reimbursement) expenses for the years ended ​ $ ( 85 ) ​ $ 159 Capital build amortization included in depreciation, net of capital-build amortization, included in cost of sales for the years ended ​ $ 9,694 ​ $ 7,224 Proceeds from capital build funding for the years ended ​ $ 13,535 ​ $ 14,260 ​ ​ ​ 120 Table of Contents Note 6 — Property, Equipment and Software, Net Property, equipment and software, net, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Charging stations ​ $ 545,655 ​ $ 455,290 Construction in process ​ ​ 101,737 ​ ​ 88,883 Software ​ ​ 27,913 ​ ​ 22,286 Office equipment, vehicles and other ​ 2,118 ​ 1,533 Total property, equipment and software ​ 677,423 ​ 567,992 Less: accumulated depreciation and amortization ​ ( 216,676 ) ​ ( 153,024 ) Property, equipment and software, net ​ $ 460,747 ​ $ 414,968 ​ ​ ​ ​ ​ ​ ​ ​ Depreciation, amortization, impairment expense and loss on disposal of property and equipment, net of insurance recoveries, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) 2025 ​ 2024 Cost of sales ​ ​ ​ ​ ​ Depreciation of property and equipment $ 71,554 ​ ​ ​ $ 55,652 Amortization of capital-build liability ​ ( 12,110 ) ​ ​ ( 9,663 ) General and administrative expenses ​ ​ ​ ​ ​ Depreciation of property and equipment ​ 477 ​ ​ 565 Amortization of software ​ 5,307 ​ ​ 7,196 Impairment expense ​ 12,104 ​ ​ 5,994 Loss on disposal of property and equipment, net of insurance recoveries ​ 1,561 ​ ​ 1,198 ​ $ 78,893 ​ $ 60,942 ​ ​ ​ ​ As of December 31, 2025, property, equipment and software, net, included $ 267.7 million of assets pledged as collateral, with $ 16.9 million of associated asset retirement obligations, related to the DOE Loan and Credit Agreement (See Note 15). As of December 31, 2024, no assets were pledged as collateral related to the DOE Loan and Credit Agreement. ​ ​ ​ ​ ​ Note 7 — Intangible Assets, Net Intangible assets, net and excluding fully amortized assets, consisted of the following as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Gross Carrying Amount ​ ​ ​ Accumulated Amortization ​ ​ ​ Net Carrying Value ​ ​ ​ Remaining Weighted Average Amortization Period Site Host relationships ​ $ 41,500 ​ $ ( 20,611 ) ​ $ 20,889 6.1 years Developed technology ​ 14,000 ​ ( 5,673 ) ​ 8,327 8.5 years Trade name ​ ​ ​ ​ 5,000 ​ ​ ​ ​ ( 1,795 ) ​ ​ ​ ​ 3,205 ​ ​ ​ 10.5 years ​ ​ $ 60,500 ​ $ ( 28,079 ) ​ $ 32,421 ​ ​ ​ ​ 121 Table of Contents Intangible assets, net, consisted of the following as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Gross Carrying Amount ​ ​ ​ Accumulated Amortization ​ ​ ​ Net Carrying Value ​ ​ ​ Remaining Weighted Average Amortization Period Site Host relationships ​ $ 41,500 ​ $ ( 17,152 ) ​ $ 24,348 7.1 years Customer relationships ​ 19,000 ​ ( 18,893 ) ​ 107 0.1 years Developed technology ​ 14,000 ​ ( 4,666 ) ​ 9,334 9.5 years User base ​ ​ 11,000 ​ ( 9,558 ) ​ ​ 1,442 ​ 0.6 years Trade name ​ 5,000 ​ ​ ​ ​ ( 1,481 ) ​ ​ ​ ​ 3,519 ​ ​ ​ 11.5 years ​ ​ $ 90,500 ​ $ ( 51,750 ) ​ $ 38,750 ​ ​ ​ ​ Amortization of intangible assets was $ 6.3 million and $ 10.2 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the aggregate future amortization of amortizable intangible assets for the following years ending December 31, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Site Host ​ Developed ​ Trade ​ ​ ​ (in thousands) ​ ​ ​ Relationships ​ ​ ​ Technology ​ ​ ​ Name ​ ​ ​ Total 2026 ​ $ 3,458 ​ $ 1,007 ​ $ 315 ​ $ 4,780 2027 ​ 3,458 ​ 1,007 ​ 315 ​ 4,780 2028 ​ 3,458 ​ 1,007 ​ 315 ​ 4,780 2029 ​ 3,458 ​ 1,007 ​ 315 ​ 4,780 2030 ​ 3,458 ​ ​ 1,007 ​ ​ 315 ​ ​ 4,780 Thereafter ​ ​ 3,599 ​ ​ 3,292 ​ ​ 1,630 ​ ​ 8,521 ​ ​ $ 20,889 ​ $ 8,327 ​ $ 3,205 ​ $ 32,421 ​ ​ Note 8 — Asset Retirement Obligations Asset retirement obligations represent the present value of the estimated costs to remove the charging stations and other equipment and restore the sites to the condition prior to installation. The Company reviews estimates of removal costs on an ongoing basis. Asset retirement obligation activity was as follows: ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ December 31, ​ ​ 2025 ​ 2024 Beginning balance $ 23,793 $ 18,232 Liabilities incurred ​ 1,471 ​ 951 Accretion expense ​ 2,459 ​ 1,798 Change in estimate ​ ​ 5,647 ​ ​ 3,513 Liabilities settled ​ ( 2,502 ) ​ ( 701 ) Ending balance ​ $ 30,868 ​ $ 23,793 ​ ​ ​ 122 Table of Contents Note 9 — Accrued Liabilities Accrued liabilities consisted of balances related to the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, (in thousands) ​ 2025 ​ ​ ​ 2024 Charging equipment and related services ​ $ 33,786 ​ $ 21,279 Employee compensation ​ ​ 14,203 ​ ​ 11,283 Sales and other taxes payable ​ ​ 8,478 ​ ​ 3,043 Other ​ ​ 3,457 ​ ​ 7,348 Total ​ $ 59,924 ​ $ 42,953 ​ ​ ​ Note 10 — Equity Structure Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. Class A Common Stock The Company is authorized to issue 1,200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As discussed in Note 1, on December 16, 2024, EVgo Inc. entered into an underwriting agreement relating to the Secondary Offering of 23,000,000 shares of Class A common stock at a public offering price of $ 5.00 per share, pursuant to which, all 23,000,000 shares of Class A common stock were sold by EVgo Holdings. The number of Class A common stock issued pursuant to the Secondary Offering equaled the number of Class A common stock issued to EVgo Holdings, pursuant to the redemption of their EVgo OpCo Units and shares of Class B common stock. The Company did not receive any of the proceeds from the sale of the shares of Class A common stock in the Secondary Offering and paid transaction costs on behalf of EVgo Holdings of $ 1.0 million, which were expensed as incurred. The Secondary Offering closed on December 18, 2024. Class B Common Stock The Company is authorized to issue 400,000,000 shares of Class B common stock, which is a voting class of common stock with a par value of $ 0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. Holders of shares of Class B common stock are not entitled to share in any dividends or other distributions from the Company unless the dividend consists of shares of the Company’s Class B common stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class B common stock paid proportionally with respect to each outstanding share of our Class B common stock and a dividend consisting of shares of Class A common stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class A common stock on the same terms as simultaneously paid to the holders of Class A common stock. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of shares of Class B common stock are not entitled to receive any Company assets in respect of their shares of Class B common stock. Holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders except as required by law or as provided in EVgo’s Charter. The holders of shares of Class B common stock generally have the right to cause EVgo OpCo to redeem all or a portion of their EVgo OpCo Units together with a corresponding number of shares of Class B common stock in exchange for, at EVgo OpCo’s election, a corresponding number of shares of Class A common stock or an approximately equivalent amount of cash as determined pursuant to the terms of the EVgo OpCo A&R LLC Agreement. Upon the future exchange 123 Table of Contents of EVgo OpCo Units held by any holder of shares of Class B common stock, a corresponding number of shares of Class B common stock held by such holder of EVgo OpCo Units will be canceled. Shares of Class B common stock can only be transferred with their corresponding EVgo OpCo Units in accordance with the EVgo OpCo A&R LLC Agreement. ATM Program On November 10, 2022, EVgo entered into a Distribution Agreement with J.P. Morgan Securities LLC, Evercore Group L.L.C. and Goldman Sachs & Co. LLC as sales agents, pursuant to which the Company may sell up to $ 200 million of shares of Class A common stock in “at the market” transactions at prevailing market prices (the “ATM Program”). As of December 31, 2025, the Company had sold a total of 2,478,280 shares of Class A common stock under the ATM Program and had $ 183.5 million of remaining capacity under the ATM Program. The Company ceased to be eligible to conduct certain delayed or continuous offerings pursuant to Rule 415 under its previous Form S-3 (No. 333-266753) in August 2025. ​ ​ Note 11 — Commitments and Contingencies Pilot Infrastructure Agreement On July 5, 2022, EVgo entered into a charging infrastructure agreement (the “Pilot Infrastructure Agreement”) and an operations and maintenance agreement (the “Pilot O&M Agreement”) with the Pilot Company and General Motors LLC (“GM”) to build, operate, and maintain up to 2,000 stalls served by DC chargers that the Pilot Company will own. The stalls will be located at the Pilot Company sites across the U.S. Pursuant to the Pilot Infrastructure Agreement, EVgo is required to meet certain construction milestones measured by the number of sites commissioned, and the Pilot Company is required to make certain payments each month based on completion of pre-engineering and development work, the progress of construction at each site and for each charger that EVgo procures. Subject to extensions of time for specified excusable events, if EVgo is unable to meet its commissioning obligations, the Pilot Company will be entitled to liquidated damages calculated per day, subject to a cap of $ 30,000 at each site. The Pilot Infrastructure Agreement includes customary events of default such as those resulting from insolvency, material breaches, and extended unexcused noncompliance, in each case subject to applicable notice and cure periods and other customary limitations on the parties’ ability to seek available remedies, including early termination. Additional provisions that may permit or cause early termination include the Pilot Company’s right to terminate after 1,000 stalls have been completed, the inability of EVgo to secure certain chargers and a material increase in the price of chargers due to a change in law. If the Pilot Company elects to terminate the Pilot Infrastructure Agreement after 1,000 stalls have been completed, the Pilot Company must pay EVgo a termination fee per stall for those not built; such fee varies based on the number of stalls already built. If EVgo is wholly or partially unable to perform its obligations under the Pilot Infrastructure Agreement due to certain circumstances outside its control, including delays by permitting authorities and utilities or certain force majeure events, such inability will not be considered a breach or default under the Pilot Infrastructure Agreement. In 2025, EVgo surpassed the 1,000 completed stalls milestone. Under the Pilot O&M Agreement, EVgo is required to perform operations, maintenance and networking services on stalls built and commissioned under the Pilot Infrastructure Agreement in exchange for payment of a monthly fee by the Pilot Company to EVgo. Similar to the Pilot Infrastructure Agreement, the Pilot O&M Agreement includes customary events of default and related remedies. Delta Charger Supply Agreement and Purchase Order On July 12, 2022, EVgo entered into a General Terms and Conditions for Sale of EV Charger Products (the “Delta Charger Supply Agreement”) with Delta Electronics, Inc. (“Delta”), including an initial purchase order (the “Purchase Order”), pursuant to which EVgo will purchase and Delta will sell EV chargers manufactured by Delta in specified quantities at certain delivery dates. EVgo expects to use a portion of the chargers purchased under the Purchase Order 124 Table of Contents to meet the requirements of the Pilot Infrastructure Agreement. EVgo is required to purchase a minimum of 1,000 chargers from Delta under the Purchase Order and may, at EVgo’s election, increase the number of chargers it purchases from Delta to 1,100 . The Purchase Order was amended in August 2023 to provide for certain Delta chargers to be manufactured in Delta’s facility in Plano, Texas rather than in Taiwan. General Motors Agreement On July 20, 2020, EVgo entered into a contract with GM (as amended from time to time, the “GM Agreement”) to build fast charger stalls that EVgo will own and operate as part of the Company’s public network. The GM Agreement has been amended several times, to among other things, expand the overall number of charger stalls to be installed from 2,750 to 2,850 , adjust charger stall installation targets, extend the completion deadline to June 30, 2028, provide for a payment of $ 7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and additional payments for changes to GM’s charger branding, maintain a specified uptime percentage (described below) over the term of the agreement, and provide certain charging credits to GM EV customers. A certain portion of the charger stalls that EVgo is required to build are required to have additional specifications (“Flagship Stalls”). Pursuant to the GM Agreement, EVgo is required to meet certain quarterly milestones measured by the number of charger stalls completed, and GM is required to make certain payments based on charger stalls completed. Under the GM Agreement, EVgo is 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. Meeting the quarterly milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commissioning or aspects of installation of the charger stalls the Company is obligated to develop. EVgo is also required to maintain network availability (i.e., the percentage of time a charger is operational and available on the network) of at least 97 % across Flagship Stalls and 95 % across the rest of the GM network. In addition to the capital-build program, EVgo is 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 EVgo fails to meet the quarterly charger stall installation milestones or maintain the specified level of network availability. If GM opts to terminate the agreement, EVgo may not be entitled to receive continued payments from GM and instead may be required to pay liquidated damages to GM. In the event EVgo fails to meet a charger stall installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide EVgo with a notice of such deficiency within 30 days of the end of the quarter. As of February 15, 2026, we had approximately 12 charger stalls left to install to meet our charger milestone for the quarter ending March 31, 2026. If we did not build any additional charger stalls after February 15, 2026, the liquidated damages would be up to $ 4.8 million. Under the terms of the GM Agreement, EVgo and GM can agree to adjust quarterly charger stall installation milestones from time to time, provided that the quarterly targets for an applicable calendar year must equal the total annual target under the GM Agreement for such year. It is possible that EVgo will not meet the charger stall installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection, and delays associated with industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and landowners, and supply chain issues. Indemnifications and Guarantees In the normal course of business and in conjunction with certain agreements, the Company has entered into contractual arrangements through which we may be obligated to indemnify the other party with respect to certain matters. These arrangements can include provisions whereby we have joint and several liability in relation to the performance of certain contractual obligations along with third parties also providing services and products for a specific project. In addition, our arrangements may include warranties that our services will substantially operate in accordance 125 Table of Contents with the stated requirements. Indemnification provisions are also included in arrangements under which EVgo agrees to hold the indemnified party harmless with respect to third-party claims related to such matters as title to assets sold or licensed or certain intellectual property rights. The Company also has indemnification obligations to other parties, including customers, lessors, and parties to other transactions with us, with respect to certain matters. EVgo has agreed to indemnify against losses arising from a breach of representations or covenants or out of intellectual property infringement or the occurrence of certain specified conditions or other claims made against certain parties. These agreements may limit the time or circumstances within which an indemnification claim can be made and the amount of the claim. Historically, indemnity payments made by the Company have not had a material effect on the consolidated financial statements. In addition, the Company has entered into indemnification agreements with its officers and directors, and its Amended and Restated Bylaws contain similar indemnification obligations to its agents. To date, EVgo has not been required to make any significant payment under any of the arrangements described above. The Company has assessed the current status of performance/payment risk related to arrangements with limited guarantees, warranty obligations, unspecified limitations, indemnification provisions, letters of credit and surety bonds, and believes that any potential payments would be immaterial to the consolidated financial statements, as a whole. Legal Proceedings In the ordinary course of the Company’s business, the Company may be subject to lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex and subject to change. Contingent liabilities arising from ordinary course litigation are not expected to have a material adverse effect on the Company’s financial position. However, future events or circumstances, currently unknown to management, may potentially have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting period. Purchase Commitments As of December 31, 2025, EVgo had $ 59.6 million in outstanding short-term purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment. In certain instances, EVgo is permitted to cancel, reschedule or adjust these orders. As of December 31, 2025, EVgo also had $ 17.7 million in commitments to other third parties, of which $ 16.7 million was short-term. As of December 31, 2025, EVgo also had $ 18.9 million in real property purchase commitments. Note 12 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The carrying values of certain accounts such as cash, restricted cash, accounts receivable, prepaids and other current assets, accounts payable and accrued liabilities are deemed to approximate their fair values due to their short-term nature. The fair value of the Credit Agreement also closely approximates carrying value due to the variable nature of the debt. The fair values of the Company’s money market funds are based on quoted prices in active markets for identical 126 Table of Contents assets. There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2025 and 2024. The estimated fair value of the DOE Loan was based on Level 3 inputs, which are comprised of interest rates currently available to the Company for the issuance of debt with similar terms and remaining maturities as a discount rate for the remaining principal payments. As of December 31, 2025, the fair value of the DOE Loan was $ 143.2 million compared to the carrying value of $ 140.6 million, which excludes deferred debt issuance costs and includes paid-in-kind interest. The DOE Loan was valued using a discounted cash flow model. Assumptions used in the valuation of the DOE Loan were as follows as of December 31, 2025: ​ Interest payment frequency Quarterly First interest payment date March 15, 2030 Credit spread (semi-annual) 1.3 % Risk-free interest rate U.S. Constant Maturity Treasury ​ The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the level within the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 (in thousands) ​ Level Balance ​ ​ ​ Level Balance Cash equivalents ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ 1 ​ $ 102,125 ​ 1 ​ $ 101,125 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnout liability 3 ​ $ 22 ​ 3 ​ $ 942 Warrant liability — Public Warrants ​ 1 ​ ​ 1,121 ​ 1 ​ ​ 7,987 Warrant liability — Private Placement Warrants ​ 3 ​ ​ 249 ​ 3 ​ ​ 1,753 Total liabilities ​ ​ ​ $ 1,392 ​ ​ ​ $ 10,682 ​ The earnout liability was valued using the Monte Carlo simulation methodology. Assumptions used in the valuations of the earnout liability were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2025 2024 Stock price $ 2.91 ​ ​ ​ $ 4.05 Risk-free interest rate ​ ​ 3.6 % ​ ​ 4.2 % Expected restriction period (in years) ​ ​ 0.5 ​ ​ ​ 1.5 ​ Expected volatility ​ ​ 100 % ​ ​ 90 % Dividend rate ​ ​ — % ​ ​ — % ​ The warrants are accounted for as liabilities in accordance with ASC 815 and are presented as warrant liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations. The closing price of the Public Warrants was used as its fair value as of each relevant date. 127 Table of Contents As of December 31, 2025 and 2024 , the Private Placement Warrants were valued using the Monte Carlo simulation methodology. Assumptions used in the valuation of the Private Placement Warrant liability using the Monte Carlo method simulation methodology are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2025 2024 Stock price $ 2.91 ​ ​ ​ $ 4.05 Risk-free interest rate ​ ​ 3.6 % ​ ​ 4.2 % Expected term (in years) ​ ​ 0.5 ​ ​ ​ 1.5 ​ Expected volatility ​ ​ 120 % ​ ​ 105 % Dividend rate ​ ​ — % ​ ​ — % Exercise price ​ $ 11.50 ​ ​ $ 11.50 ​ ​ The following table presents a reconciliation for all liabilities measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ ​ Placement ​ ​ Earnout ​ Warrant (in thousands) ​ Liability ​ Liability Fair value as of December 31, 2023 ​ $ 654 ​ $ 896 Change in fair value of liability ​ ​ 288 ​ ​ 857 Fair value as of December 31, 2024 ​ 942 ​ ​ 1,753 Change in fair value of liability ​ ​ ( 920 ) ​ ​ ( 1,504 ) Fair value as of December 31, 2025 ​ $ 22 ​ $ 249 ​ ​ ​ ​ Note 13 — Warrant Liability The Public Warrants became exercisable on October 2, 2021. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. As of December 31, 2025, there were 14,948,536 Public Warrants and 3,148,569 Private Placement Warrants outstanding. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company must use its commercially reasonable efforts to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, subject to certain exceptions set forth in the warrant agreement. Such registration statement was initially filed on July 20, 2021 and declared effective on July 30, 2021. 128 Table of Contents Redemption of warrants when the price per Class A common stock equals or exceeds $ 18.00 . The Company may redeem the Public Warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends to the notice of redemption to the warrant holders (“Reference Value”) equals or exceeds $ 18.00 per share (as adjusted). Redemption of warrants when the price per Class A common stock equals or exceeds $ 10.00 . The Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A common stock; ● if and only if, the Reference Value equals or exceeds $ 10.00 per share (as adjusted); and ● if the Reference Value is less than $ 18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for the issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. The Public Warrants may be exercised only for a whole number of shares. The Private Placement Warrants are identical to the Public Warrants underlying the units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are entitled to certain registration rights pursuant to the Registration Rights Agreement, dated as of July 1, 2021, by and among the Company, the Sponsor, certain other initial stockholders, and Holdings. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under “ — Redemption of warrants when the price per Class A common stock equals or exceeds $ 18.00 ” and “— Redemption of warrants when the price per Class A common stock equals or exceeds $ 10.00 ” ). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants . ​ Note 14 — Earnout Liability Earnout Shares totaling 718,750 are subject to potential forfeiture by their holders if the volume-weighted average price (“VWAP”) of the shares does not equal or exceed at least $ 15.00 (the “ $ 15.00 Triggering Event”) for any 20 trading days within any 30 -trading day period within the five years following the closing of the CRIS Business Combination. Upon the closing of the CRIS Business Combination, the contingent obligation related to the Earnout Shares was accounted for as a liability because the triggering events that determine the number of Earnout Shares earned include events that are not solely indexed to the Company’s common stock. The estimated fair value of the earnout liability related to the 718,750 Earnout Shares subject to the $ 15.00 Triggering Event was de minimis and $ 0.9 million as of December 31, 2025 and 2024 , respectively. The change in fair value of the earnout liability resulted in a gain of $ 0.9 million and a loss of $ 0.3 129 Table of Contents million recognized in the consolidated statements of operations for the years ended December 31, 2025 and 2024 , respectively. ​ ​ Note 15 — Long-Term Debt As of December 31, 2025, payments due on long-term debt for the periods ending December 31, were as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2026 ​ $ 2,146 2027 ​ ​ 3,292 2028 ​ ​ 3,292 2029 ​ ​ 3,292 2030 ​ ​ 59,382 Thereafter ​ ​ 135,058 Long-term debt ​ $ 206,462 ​ Amortization of debt issuance costs, net of capitalized interest, is included in interest expense in the consolidated statements of operations for the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, $ 28.6 million and $ 23.2 million, respectively, in deferred issuance costs were included in prepaids and other current assets and other assets on the consolidated balance sheets in connection with the DOE Loan and the Credit Agreement, which are defined below. Total interest expense, before capitalization, related to the Company’s long-term debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ 2025 ​ 2024 Interest expense $ 7,752 $ — Amortization of deferred debt issuance costs ​ ​ 2,011 ​ ​ 73 ​ ​ $ 9,763 ​ $ 73 ​ During the year ended December 31, 2025, the Company capitalized $ 3.6 million of amortization and interest expense related to the Company’s long-term debt to property and equipment. The Company did not capitalize amortization of debt issuance costs for the year ended December 31, 2024 as the impact was de minimis. DOE Loan On December 12, 2024, Swift Borrower entered into the DOE Loan, which is structured as a senior secured loan facility of up to $ 1.248 billion, consisting of $ 1.05 billion of principal and up to $ 193 million of capitalized interest. The DOE Loan provides that Swift Borrower may draw on the DOE Loan, each such draw, an Advance, at any time beginning on the date all conditions precedent set forth in the Guarantee Agreement are met or waived and ending on the earliest of (i) the fifth anniversary of the first Advance, (ii) August 31, 2031 and (iii) the date of any termination of obligations under the Guarantee Agreement following an event of default, or 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 the Company for up to 80 % of certain costs associated with the construction, installation and deployment of approximately 7,500 new DC Stalls, nationwide. At the closing of the DOE Loan, EVgo Services contributed 1,594 DC Stalls from its existing public network to Swift Borrower as collateral and may be required to contribute additional DC Stalls or cash to Swift Borrower from time to time. EVgo Services will provide charge point operator services to Swift Borrower for the duration of the DOE Loan. 130 Table of Contents The DOE Loan matures on January 7, 2042. Beginning on March 15, 2030, Swift Borrower will be required to make quarterly payments 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. These covenants and restrictions, including limitations on distributions and collateral requirements, may limit the Company’s operational and financial flexibility during the term of the DOE Loan. As of December 31, 2025, the outstanding balance under the DOE Loan was $ 140.6 million, which includes $ 5.6 million in paid-in-kind interest. As of December 31, 2025, Swift Borrower had $ 919.3 million of principal available to borrow under the DOE Loan, subject to the satisfaction of conditions contained in the Guarantee Agreement. As of December 31, 2024, there were no amounts outstanding under the DOE Loan. The weighted average interest rate on the outstanding amounts under the DOE Loan as of December 31, 2025 was 5.62 %. Credit Agreement On July 23, 2025 (“Voyager Closing Date”), EVgo Voyager Borrower LLC (the “Voyager Borrower”), a subsidiary of the Company, entered into a credit agreement (as it may be amended from time to time, the “Credit Agreement”) with the Lenders and other parties thereto from time to time. The Credit Agreement provides for a term facility of up to $ 300 million, consisting of (i) a $ 225 million committed term loan facility (the “Commitments”) with a maturity date of July 23, 2030 and (ii) a $ 75 million uncommitted incremental term loan facility (“Incremental Facility”). Voyager Borrower may borrow a loan (each, a “Loan”) two times in any calendar month under the Credit Agreement (each, a “Borrowing”) at any time beginning on the Voyager Closing Date and ending on the earliest of (i) the third anniversary of the Voyager Closing Date, (ii) the date on which Loans have been made in an amount greater than or equal to 95 % of the original aggregate amount of the Commitments as of the Voyager Closing Date, and (iii) the date the Commitments are otherwise terminated under the Credit Agreement (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 (the “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 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 (the “Project”), 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 on July 24, 2025. 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. 131 Table of Contents 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 at 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 December 31, 2025, the outstanding balance under the Loan was $ 65.8 million. As of December 31, 2025, Voyager Borrower had $ 159.2 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 December 31, 2025 was 6.92 % . Note 16 — Income Taxes Total loss before income taxes, which is primarily generated in the U.S., for the years ended December 31, 2025 and 2024 were $ 100.6 million and $ 129.0 million, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) 2025 2024 Current tax expense ​ ​ ​ ​ ​ ​ State ​ $ ( 77 ) ​ $ ( 73 ) Foreign ​ ​ ( 18 ) ​ ​ ( 32 ) Current tax expense ​ ​ ( 95 ) ​ ​ ( 105 ) Deferred tax benefit ​ ​ ​ ​ ​ ​ Federal ​ ​ 5,224 ​ ​ 2,389 Deferred tax benefit ​ ​ 5,224 ​ ​ 2,389 Income tax benefit ​ $ 5,129 ​ $ 2,284 ​ The provision for income taxes consists primarily of income taxes related to U.S. federal and state jurisdictions where business is conducted related to the Company’s ownership in EVgo OpCo. All loss before income taxes is generated in the U.S. The Company’s provision for income taxes for the years ended December 31, 2025 and 2024 included $ 5.2 million and $ 2.3 million, respectively, of income tax benefit related to the net proceeds received from the transfer of EVgo OpCo’s 30C income tax credits. 132 Table of Contents The reconciliation of the U.S. corporate statutory income tax rate to our effective income tax after the adoption of ASU 2023-09 is as follows for the year ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2025 ​ (amount in thousands) ​ ​ $ ​ % ​ Statutory federal income tax rate $ 21,119 21.00 % State and local income taxes, net of federal income tax effect ​ ​ 5,137 ​ 5.11 ​ Foreign tax effects ​ ​ ( 18 ) ​ ( 0.02 ) ​ Effect of changes in tax laws or rates enacted in the current period ​ ​ 0 ​ 0 ​ Tax credits ​ ​ 3,910 ​ 3.89 ​ Changes in valuation allowances ​ ​ ( 9,567 ) ​ ( 9.51 ) ​ Nontaxable or nondeductible items: ​ ​ ​ ​ ​ ​ Net loss attributable to NCI/non-taxable partnership structure ​ ​ ( 14,027 ) ​ ( 13.95 ) ​ Changes in fair value of warrant liabilities ​ ​ 2,185 ​ 2.17 ​ Change in fair value of earnout liability ​ ​ 240 ​ 0.24 ​ Deferred tax rate change ​ ​ ( 2,575 ) ​ ( 2.56 ) ​ Share-based compensation ​ ​ ( 619 ) ​ ( 0.62 ) ​ Executive compensation ​ ​ ( 375 ) ​ ( 0.37 ) ​ Other ​ ​ ( 281 ) ​ ( 0.28 ) ​ Effective tax rate ​ $ 5,129 ​ 5.10 % ​ The reconciliation of the U.S. corporate statutory income tax rate to our effective income tax before the adoption of ASU 2023-09 is as follows for the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 Statutory federal income tax rate ​ 21.00 % State taxes, net of federal tax benefit ​ ​ 5.69 Tax credits ​ ​ 3.16 ​ Change in fair value of earnout liability ​ ​ ( 0.06 ) ​ Other permanent items ​ ​ ( 0.94 ) ​ Change in fair value of warrant liabilities ​ ​ ( 0.95 ) ​ Transfer of 30C income tax credits, net ​ ​ ( 1.85 ) ​ Net loss attributable to NCI/non-taxable partnership structure ​ ​ ( 14.51 ) ​ Change in valuation allowance ​ ​ ( 9.77 ) ​ Effective tax rate ​ ​ 1.77 % ​ 133 Table of Contents Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss and tax credit carryforwards. Types of events that would cause these temporary differences to become taxable include but are not limited to aging of the item(s) within the period allotted under regulations, disposition of business assets, and utilization of tax attributes. There were no deferred tax liabilities as of December 31, 2025 and 2024. The significant components of the Company’s deferred tax assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred tax assets: ​ ​ ​ ​ ​ ​ Investment in partnership ​ $ 153,376 ​ $ 170,744 Tax credit carryforwards ​ 5,428 ​ 6,742 Net operating loss carryforwards ​ ​ 55,989 ​ ​ 34,819 Total deferred tax assets ​ ​ 214,793 ​ ​ 212,305 Less: valuation allowance ​ ​ ( 214,793 ) ​ ​ ( 212,305 ) Deferred tax assets, net of valuation allowance ​ $ — ​ $ — ​ In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Management considered all available material evidence, both positive and negative, in assessing the appropriateness of a valuation allowance for the Company’s deferred tax assets, including the generation of future taxable income, the scheduled reversal of deferred tax liabilities and other available material evidence. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance against its net deferred tax assets as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, EVgo had $ 213.2 million and $ 130.3 million, respectively, in federal net operating losses with an indefinite carryforward period, tax credits of $ 5.4 million and $ 6.7 million, respectively, with an indefinite carryforward period, and $ 176.3 million and $ 65.4 million, respectively, of state net operating losses, which will start expiring in 2027. In the event the Company generates positive taxable income, utilization of net operating loss carryforwards may be subject to limitations under Section 382 of the Code and other federal and state regulations. The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities for all periods since its inception. As of December 31, 2025 and 2024, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties. For both of the years ending December 31, 2025 and 2024, the Company’s total state and local income taxes paid was $ 0.1 million. Due to the tax loss carryforwards, the Company had no federal income taxes paid for both of the years ending December 31, 2025 and 2024. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law and offered tax incentives targeting energy transition and renewables. The alternative fuel refueling property credit under Section 30C of the Internal Revenue Code (“30C”), which includes EV charging stations, was reinstated in 2022 and extended to apply to any property placed in service beginning January 1, 2023 and before January 1, 2033. The credit amount is calculated as 6% of the eligible costs of the alternative fuel refueling property with a potential higher tax credit rate of 30% of the eligible costs of the alternative fuel refueling property if specified prevailing wage and registered apprenticeship requirements are met during construction of the property, with a maximum credit amount of $100,000 per item of property. Under the IRA, 30C income tax credits may be transferred for cash consideration in the taxable year the credit is generated. The U.S. Department of the Treasury and the Internal Revenue Service have been granted broad authority to issue regulations or guidance that could clarify how these tax credits are calculated. 134 Table of Contents On July 4, 2025, H.B. 1, 119th Congress (2025), also referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. In particular, the OBBBA led to a sunset of federal incentives for EV purchases after September 30, 2025, and the federal tax credits for alternative fuels such as EV charging would terminate for any locations placed in service after June 30, 2026. EVgo does not expect the OBBBA to have a material impact on its consolidated financial statements due to the full valuation allowance currently being maintained. During the year ended December 31, 2025, the Company transferred EVgo OpCo’s 2024 30C income tax credits to a third party for proceeds, net of transaction costs, of $ 14.8 million, of which $ 9.6 million represents the net proceeds attributable to the noncontrolling interest and contributed to EVgo OpCo. During the year ended December 31, 2024, the Company transferred EVgo OpCo’s 2023 30C income tax credits for proceeds, net of transaction costs, of $ 9.0 million, of which $ 6.6 million represents the net proceeds attributable to the non-controlling interest and contributed to EVgo OpCo. Note 17 — Share-Based Compensation The following table sets forth the Company’s total share-based compensation expense included in the Company’s consolidated statements of operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) 2025 2024 Other cost of sales $ 495 $ 333 General and administrative expenses ​ ​ 26,615 ​ ​ 21,626 Total share-based compensation expense ​ $ 27,110 ​ $ 21,959 ​ 2021 Long Term Incentive Plan The Company’s 2021 Long Term Incentive Plan (the “2021 Incentive Plan”) became effective on July 1, 2021. The 2021 Incentive Plan reserved 33,918,000 shares of the Company’s Class A common stock for issuance to employees, non-employee directors and other service providers pursuant to equity awards granted under the 2021 Incentive Plan. On May 15, 2025, the Company’s stockholders approved an amendment to the 2021 Incentive Plan to reserve an additional 25,000,000 shares of the Company’s Class A common stock. As of December 31, 2025, there were 26,527,806 shares of Class A common stock available for grant. The nonvested performance-based restricted stock units (“PSUs”) previously issued under the 2021 Incentive Plan are subject to under- and over-achievement thresholds. The number of shares remaining available for grant as disclosed in this paragraph was determined based on the number of PSUs whose vesting conditions were considered probable of achievement as of December 31, 2025. The 2021 Incentive Plan provides for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) stock options that do not qualify as incentive stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) RSUs; (vi) vested stock awards; (vii) dividend equivalents; (viii) other share- or cash-based awards; (ix) cash awards; and (x) substitute awards. The 2021 Incentive Plan will terminate on March 26, 2031 , unless terminated earlier by action of the Company’s Board of Directors. 135 Table of Contents Stock Options The Company commenced granting stock options to certain senior employees in 2022. Compensation expense related to share-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The fair value of each option award is estimated on the grant date and recognized on a straight-line basis over the requisite service period. The options vest annually over a three-year period and have a term of 10 years . The following table summarizes stock option activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (shares in thousands) ​ ​ Shares Underlying Options ​ Weighted Average Exercise Price ​ Weighted Average Remaining Contractual Life ​ Aggregate Intrinsic Value Outstanding as of December 31, 2024 ​ 457 $ 7.55 ​ 7.8 years $ 153 Forfeited ​ ​ ( 21 ) ​ $ 7.79 ​ ​ ​ ​ ​ ​ Outstanding and expected to vest as of December 31, 2025 ​ ​ 436 ​ $ 7.53 ​ ​ 7.2 years ​ $ 18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable as of December 31, 2025 ​ ​ 322 ​ $ 8.06 ​ ​ 7.1 years ​ $ 12 ​ As of December 31, 2025, the Company’s unrecognized share-based compensation expense related to stock options was de minimis. No stock options were granted or exercised during the years ended December 31, 2025 and 2024. Restricted Stock Units Service-Based Awards RSUs granted by EVgo vest annually over a period of three years from the date of grant. The fair value of RSUs is calculated based on the closing price of the Company’s Class A common stock on the grant date. The table below represents the Company’s RSU activity under the 2021 Incentive Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Grant Date (shares in thousands) ​ ​ Shares ​ ​ ​ Fair Value Nonvested as of December 31, 2024 12,265 $ 3.88 Granted ​ ​ 10,027 ​ $ 2.74 Vested ​ ​ ( 4,970 ) ​ $ 4.38 Forfeited ​ ​ ( 1,100 ) ​ $ 3.44 Nonvested and outstanding as of December 31, 2025 ​ ​ 16,222 ​ $ 3.05 ​ The total fair value of RSUs vested during the years ended December 31, 2025 and 2024 was $ 21.8 million and $ 11.1 million, respectively. As of December 31, 2025, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 18.1 million, which is expected to be recognized over a weighted average period of 1.4 years. 136 Table of Contents Market-Based Awards The Company grants nonvested market-based restricted stock units (“MSUs”), which are subject to market-based performance targets related to the attainment of certain stock price levels in order for these units to vest. Vesting is also subject to continued service requirements through the vesting date over a period of three years from the date of grant. Compensation expense for MSUs is recognized on a straight-line basis over the longer of the explicit service period or the derived service period for the market condition, regardless of whether the market condition has been satisfied. The table below represents the Company’s MSU activity under the 2021 Incentive Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Grant Date (shares in thousands) ​ ​ Shares ​ ​ ​ Fair Value Nonvested as of December 31, 2024 ​ 942 $ 2.34 Granted ​ 285 ​ $ 1.97 Vested ​ ​ ( 114 ) ​ $ 2.49 Nonvested as of December 31, 2025 ​ ​ 1,113 ​ $ 2.23 ​ ​ ​ ​ ​ ​ ​ Expected to vest as of December 31, 2025 ​ ​ 148 ​ $ 2.54 ​ The total fair value of MSUs that vested during the years ended December 31, 2025 and 2024 was $ 0.3 million and $ 0.2 million, respectively . As of December 31, 2025, the Company’s unrecognized share-based compensation expense related to unvested MSUs was approximately $ 0.7 million, which is expected to be recognized over a weighted average period of 1.3 years. The grant date fair value for the MSUs was estimated using a Monte Carlo simulation that incorporates option-pricing inputs covering the period. The following assumptions were used for the MSU grants issued during the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2025 ​ 2024 Risk-free interest rate 4.1 % 3.5 to 4.0 % Expected dividend yield ​ ​ — % ​ — % Expected volatility ​ ​ 87 % ​ 85 to 88 % Cost of equity ​ ​ 14 % ​ 13 to 14 % Remaining time to performance period end date (in years) ​ ​ 5.0 ​ ​ 5.0 to 5.2 ​ ​ Performance-Based Awards The Company has granted certain PSUs, which vest based on achievement of certain performance-based vesting conditions and subject to a three-year service condition. The number of shares that may ultimately vest with respect to each award may range from 0 % up to 187.5 % of the target number of shares based on achievement of certain performance-based vesting conditions related to stall counts and Adjusted EBITDA over a one-year period and a relative total stockholder return (“rTSR”) performance relative to the rTSR of a select group of companies in the Clean Edge Green Energy Index over a three-year period. The maximum number of PSUs that may vest is determined based on actual Company achievement with vesting subject to continuous service over a three-year period and achievement of the performance conditions. Compensation expense is recognized when performance targets are defined, the grant date is 137 Table of Contents established, and it is considered probable that the performance objectives will be met. The fair value of the PSUs was calculated based on the closing price of the Company’s Class A common stock on the grant date. The table below represents the Company’s PSU activity under the 2021 Incentive Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Grant Date (shares in thousands) ​ ​ Shares ​ ​ ​ Fair Value Nonvested as of December 31, 2024 1,694 $ 3.05 Granted ​ ​ 2,516 ​ $ 2.49 Forfeited ​ ​ ( 415 ) ​ $ 3.05 Nonvested as of December 31, 2025 ​ ​ 3,795 ​ $ 2.68 ​ ​ ​ ​ ​ ​ ​ Expected to vest as of December 31, 2025 ​ ​ 3,178 ​ $ 2.72 ​ There were no PSUs that vested during the years ended December 31, 2025 and 2024. As of December 31, 2025, the Company’s unrecognized share-based compensation expense related to unvested PSUs was approximately $ 5.0 million, which is expected to be recognized over a weighted average period of 1.8 years. The grant date fair value for PSUs was calculated based on the closing price of the Company’s Class A common stock on the grant date. EVgo Management Holdings, LLC Incentive Units Following the Holdco Merger and prior to the CRIS Business Combination, all employees of EVgo Services employed at that time received share-based compensation in the form of units in EVgo Management Holdings, LLC (“EVgo Management”) designed to track incentive units issued by EVgo Holdings to EVgo Management (“Incentive Units”). The EVgo Holdings LLCA provides for the issuance of 1,000,000 Incentive Units. Each Incentive Unit grants a profits interest in EVgo Holdings, which can generally be described as a participation interest whose right to receive distributions is determined by the cumulative amount of distributions (cash or in-kind) received by each outstanding Capital Unit in EVgo Holdings up to and including the date of a distribution. Distributions to the Incentive Unit holders are made solely from cash or property of EVgo Holdings. Incentive Unit holders have no claim as to the cashflow or assets of EVgo Holdco or EVgo Services. The Incentive Units were awarded pursuant to the EVgo Holdings LLCA and consequently the limited liability agreement of EVgo Management and individual grant agreements. These agreements include limitations with respect to the distribution entitlements of such Incentive Units and limitations imposed in order to cause such Incentive Units to qualify as “profits interests” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43, Internal Revenue Service Notice 2005-43, or any future Internal Revenue Service guidance. Specifically, such limitations were established such that any holder of Incentive Units will participate only in the post-grant appreciation in value of EVgo Holdings. As a result, the Incentive Units essentially had no value on the date of grant. Of each individual grant of Incentive Units, 65 % of the grant was designated as time vesting (the “Time Vesting Incentive Units”) and the remaining 35 % of the grant was designated as sale vesting (the “Sale Vesting Incentive Units”). The Time Vesting Incentive Units vest annually and equally over a period of four years from the date of grant. Sale Vesting Incentive Units vest based upon the achievement of certain trigger events relating to the sale of EVgo Holdings. The Company determined the Incentive Units and resulting profits interest are equity-classified requiring application of ASC 718. Under ASC 718, share-based payment awards are initially measured at the fair value of the equity instruments that the entity is required to issue when the employee becomes entitled to the instrument (i.e., when all service, performance, market and/or other conditions have been met). The estimate of fair value should be based on share price and other factors at the grant date and should incorporate the effect of any restrictions or conditions that continue in effect after the vesting date. For equity-classified awards, changes in the share price or other pertinent variable, such as volatility or the risk-free rate, subsequent to the grant date would not cause the fair value estimate to be remeasured. 138 Table of Contents The Company elected to use the straight-line approach to recognize compensation cost for the Time Vesting Incentive Units awards. No compensation cost will be recognized for the Sale Vesting Incentive Units until such time that an event as described above occurs. The Company elected to account for forfeitures as they occur. Presented below is a summary of the activity of the Company’s Incentive Units: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Grant Date (units in thousands) ​ ​ ​ ​ Units ​ ​ ​ Fair Value Nonvested as of December 31, 2024 62 $ 24.81 Vested ​ ​ ( 7 ) ​ $ 51.11 Forfeited ​ ​ ( 2 ) ​ $ 37.24 Nonvested as of December 31, 2025 ​ ​ 53 ​ $ 20.80 ​ The Time Vesting Incentive Units were fully vested in January 2025. The total grant-date fair value of Time Vesting Incentive Units that vested during the years ended December 31, 2025 and 2024 was $ 0.4 million and $ 0.9 million, respectively. As of December 31, 2025, the Company has recognized all share-based compensation expense related to Time Vesting Incentive Units. As of December 31, 2025, unrecognized share-based compensation expense related to unvested Sale Vesting Incentive Units was approximately $ 1.1 million, which is contingent upon the occurrence of a sale event. Note 18 — Net Loss Per Share Basic and diluted earnings per common share ( “ EPS ” ) are computed using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating securities, according to dividends declared and participation rights in undistributed earnings. The Company’s unvested Earnout Shares are considered participating securities because they are legally issued on the grant date and holders have a non-forfeitable right to receive dividends. Basic EPS is generally calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is generally calculated by dividing net income (loss) attributable to common stockholders adjusted for the effects of any dilutive securities by the weighted average number of common shares outstanding plus the additional dilution for all potentially dilutive securities. During loss periods, diluted loss per share is based on the weighted average number of common shares outstanding (basic), because the inclusion of common stock equivalents would be antidilutive. 139 Table of Contents The following table sets forth the computation of basic and diluted net loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands, except per share data) ​ ​ ​ 2025 ​ ​ ​ 2024 Numerator ​ ​ ​ ​ Net loss $ ( 95,438 ) $ ( 126,701 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 53,864 ) ​ ( 82,367 ) Net loss attributable to Class A common stockholders ​ ​ ( 41,574 ) ​ ​ ( 44,334 ) Less: net loss attributable to participating securities ​ ​ ( 223 ) ​ ​ ( 297 ) Net loss attributable to Class A common stockholders, basic and diluted ​ $ ( 41,351 ) ​ $ ( 44,037 ) ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ ​ ​ ​ ​ Weighted average Class A common stock outstanding ​ ​ 134,193 ​ ​ 107,421 Weighted average unvested Earnout Shares outstanding ​ ​ ( 719 ) ​ ​ ( 719 ) Weighted average Class A common stock outstanding, basic and diluted ​ ​ 133,474 ​ ​ 106,702 ​ ​ ​ ​ ​ ​ ​ Net loss per share to Class A common stockholders, basic and diluted ​ $ ( 0.31 ) ​ $ ( 0.41 ) ​ The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, RSUs, MSUs, PSUs, stock options, and unvested Earnout Shares. For the periods in which EPS is presented, the Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Class A common stockholders since their impact would have been antidilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ ​ ​ 2025 ​ 2024 Public Warrants ​ 14,949 ​ 14,949 Private Placement Warrants ​ ​ 3,149 ​ ​ 3,149 RSUs ​ ​ 16,222 ​ ​ 12,265 MSUs ​ ​ 148 ​ ​ 262 PSUs ​ ​ 2,668 ​ ​ 1,026 Stock options ​ ​ 436 ​ ​ 457 ​ ​ ​ 37,572 ​ ​ 32,108 ​ Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted EPS since the volume-weighted average price of the share did not equal or exceed at least $ 15.00 as of both December 31, 2025 and 2024. There were 1.0 million and 0.7 million MSUs that were excluded from the computation of diluted EPS as their market vesting conditions had not yet been met as of December 31, 2025 and 2024, respectively. There was 1.1 million and 0.7 million PSUs that were excluded from the computation of diluted EPS as their performance conditions would not have been met as of December 31, 2025 and 2024, respectively . Note 19 — Redeemable Noncontrolling Interest As of December 31, 2025 and 2024, EVgo Holdings held 172,800,000 EVgo OpCo Units in EVgo OpCo (reflecting the exclusion of 718,750 shares of Class A common stock held by other entities that were subject to possible forfeiture) and the same number of shares of Class B common stock, representing a 56.2 % and 56.9 % interest, respectively, in the Company. EVgo Holdings is entitled to one vote per share of Class B common stock but is not entitled to receive dividends or any assets upon liquidation, dissolution, distribution or winding-up of the Company. Each EVgo OpCo Unit is redeemable, together with one share of Class B common stock, for either one share of Class A common stock or, at EVgo OpCo’s election, the cash equivalent market value of one share of Class A common stock in accordance with the terms of the EVgo OpCo A&R LLC Agreement (see Note 10). 140 Table of Contents The EVgo OpCo Units held by EVgo Holdings have been classified as a redeemable noncontrolling interest in the Company. The cash redemption feature of the EVgo OpCo Units, together with a corresponding number of shares of Class B common stock, at the option of EVgo OpCo, is considered outside of the control of the Company. Therefore, in accordance with ASC Topic 480, Distinguishing Liabilities from Equity , the EVgo OpCo Units are classified as temporary equity in the Company’s consolidated balance sheets. The redeemable noncontrolling interest held by EVgo Holdings in EVgo OpCo, through its ownership of EVgo OpCo Units, was initially measured at its carrying amount on the CRIS Close Date. Net income or loss and other comprehensive income or loss are attributed to the redeemable noncontrolling interest during each reporting period based on its ownership percentage, as appropriate. Subsequent to that, the redeemable noncontrolling interest is measured at its fair value (i.e., based on the Class A common stock price) at the end of each reporting period, exclusive of the par value of the related Class B common stock, with the remeasurement amount being no less than the initial carrying amount, as adjusted for the redeemable noncontrolling interest’s share of net income or loss and other comprehensive income or loss. The offset of any fair value adjustment is recorded to equity, with no impact to net income (loss). As discussed in Note 1, EVgo entered into a SPA with EVgo OpCo and EVgo Holdings. Pursuant to the SPA, EVgo Inc. and EVgo OpCo agreed to redeem from EVgo Holdings 23,000,000 units of EVgo OpCo Units and 23,000,000 shares of Class B common stock. In exchange for the EVgo OpCo Units and shares of Class B common stock, EVgo Inc. and EVgo OpCo agreed to transfer 23,000,000 newly issued shares of Class A common stock to EVgo Holdings. The exchange was effected through the Secondary Offering, which closed on December 18, 2024. The following is a reconciliation of changes in the redeemable noncontrolling interest: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance as of December 31, 2023 ​ $ 700,964 Contributions from noncontrolling interest ​ ​ 6,649 Equity-based compensation attributable to redeemable noncontrolling interest ​ ​ 398 Net loss attributable to redeemable noncontrolling interest ​ ​ ( 82,367 ) Fair value of OpCo Units redeemed ​ ​ ( 102,580 ) Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end ​ ​ 176,776 Balance as of December 31, 2024 ​ ​ 699,840 Contributions from noncontrolling interest ​ ​ 9,562 Equity-based compensation attributable to redeemable noncontrolling interest 19 Net loss attributable to redeemable noncontrolling interest ( 53,864 ) Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end ( 152,709 ) Balance as of December 31, 2025 $ 502,848 ​ ​ ​ ​ ​ 141 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . Not applicable. ​