EVgo Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk EVgo is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. As a result, pursuant to Item 305(e) of Regulation S-K, the Company is not required to provide the information required by this Item 7A. ​ 81 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ Page Consolidated Financial Statements: ​ ​ ​ Report of Independent Registered Public Accounting Firm ( KPMG LLP , Denver, CO , PCAOB ID: 185 ) 83 ​ ​ Consolidated Balance Sheets at December 31, 2023 and 2022 84 ​ ​ Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 86 ​ ​ Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2023 and 2022 87 ​ ​ Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 89 ​ ​ Notes to Consolidated Financial Statements 91 ​ ​ Financial Statement Schedule: ​ ​ ​ Schedule II — Valuation and Qualifying Accounts 133 ​ 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. ​ 82 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, 2023 and 2022, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. ​ 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 Public Company Accounting Oversight Board (United States) (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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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. /s/ KPMG LLP ​ We have served as the Company’s auditor since 2020. ​ Denver, Colorado March 6, 2024 ​ 83 Table of Contents EVgo Inc. and Subsidiaries ​ Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands) ​ 2023 ​ 2022 Assets ​ ​ ​ ​ Current assets ​ ​ ​ Cash, cash equivalents and restricted cash $ 209,146 ​ $ 246,193 Accounts receivable, net of allowance of $ 1,116 and $ 687 as of December 31, 2023 and 2022, respectively ​ 34,882 ​ 11,075 Accounts receivable, capital-build ​ 9,297 ​ 8,011 Prepaid expenses and other current assets ​ ​ 14,081 ​ ​ 10,205 Total current assets ​ 267,406 ​ 275,484 Property, equipment and software, net ​ 389,227 ​ 308,112 Operating lease right-of-use assets ​ ​ 67,724 ​ ​ 51,856 Restricted cash ​ ​ — ​ ​ 300 Other assets ​ 2,208 ​ 2,308 Intangible assets, net ​ 48,997 ​ 60,612 Goodwill ​ 31,052 ​ 31,052 Total assets ​ $ 806,614 ​ $ 729,724 ​ ​ ​ ​ ​ ​ ​ Liabilities, redeemable noncontrolling interest and stockholders’ deficit ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable ​ $ 10,133 ​ $ 9,128 Accrued liabilities ​ 40,549 ​ 39,233 Operating lease liabilities, current ​ ​ 6,018 ​ ​ 4,958 Deferred revenue, current ​ 23,114 ​ 16,023 Customer deposits ​ 9,235 ​ 17,867 Other current liabilities ​ 298 ​ 136 Total current liabilities ​ 89,347 ​ 87,345 Operating lease liabilities, noncurrent ​ ​ 61,987 ​ ​ 45,689 Earnout liability, at fair value ​ ​ 654 ​ ​ 1,730 Asset retirement obligations ​ 18,232 ​ 15,473 Capital-build liability ​ 35,787 ​ 26,157 Deferred revenue, noncurrent ​ 55,091 ​ 23,900 Warrant liabilities, at fair value ​ ​ 5,141 ​ ​ 12,304 Total liabilities ​ $ 266,239 ​ $ 212,598 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 11) ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. 84 Table of Contents EVgo Inc. and Subsidiaries ​ Consolidated Balance Sheets (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, (in thousands, except share data) ​ 2023 ​ 2022 Redeemable noncontrolling interest ​ $ 700,964 ​ $ 875,226 ​ ​ ​ ​ ​ ​ ​ Stockholders’ deficit ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized as of December 31, 2023 and 2022; none issued and outstanding ​ ​ — ​ ​ — Class A common stock, $ 0.0001 par value; 1,200,000,000 shares authorized as of December 31, 2023 and 2022; 102,935,965 and 70,247,726 shares outstanding (excluding 718,750 shares subject to possible forfeiture) as of December 31, 2023 and 2022, respectively ​ ​ 10 ​ ​ 7 Class B common stock, $ 0.0001 par value; 400,000,000 shares authorized as of December 31, 2023 and 2022; 195,800,000 shares issued and outstanding as of December 31, 2023 and 2022 ​ ​ 20 ​ ​ 20 Additional paid-in capital ​ ​ 87,928 ​ ​ 17,533 Accumulated deficit ​ ​ ( 248,547 ) ​ ​ ( 375,660 ) Total stockholders’ deficit ​ ( 160,589 ) ​ ( 358,100 ) Total liabilities, redeemable noncontrolling interest and stockholders’ deficit ​ $ 806,614 ​ $ 729,724 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 85 Table of Contents EVgo Inc. and Subsidiaries Consolidated Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in thousands, except per share data) ​ 2023 2022 Revenue ​ ​ ​ ​ ​ ​ Charging, retail ​ $ 45,735 ​ $ 18,895 Charging, commercial ​ ​ 14,491 ​ ​ 3,363 Charging, OEM ​ ​ 5,186 ​ ​ 941 Regulatory credit sales ​ ​ 6,679 ​ ​ 5,652 Network, OEM ​ ​ 5,681 ​ ​ 2,451 Total charging network ​ ​ 77,772 ​ ​ 31,302 eXtend ​ ​ 72,362 ​ ​ 18,443 Ancillary ​ ​ 10,819 ​ ​ 4,843 Total revenue ​ 160,953 ​ 54,588 ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ ​ ​ ​ ​ ​ Charging network ​ ​ 56,034 ​ ​ 26,536 Other ​ ​ 63,350 ​ ​ 14,924 Depreciation, net of capital-build amortization ​ ​ 31,855 ​ ​ 18,779 Total cost of sales ​ ​ 151,239 ​ ​ 60,239 Gross profit (loss) ​ ​ 9,714 ​ ​ ( 5,651 ) ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ General and administrative ​ ​ 143,015 ​ ​ 126,713 Depreciation, amortization and accretion ​ ​ 20,106 ​ ​ 17,139 Total operating expenses ​ ​ 163,121 ​ ​ 143,852 Operating loss ​ ​ ( 153,407 ) ​ ​ ( 149,503 ) ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ — ​ ​ ( 21 ) Interest income ​ ​ 9,754 ​ ​ 4,479 Other expense, net ​ ​ ( 10 ) ​ ​ ( 815 ) Change in fair value of earnout liability ​ ​ 1,076 ​ ​ 3,481 Change in fair value of warrant liabilities ​ ​ 7,163 ​ ​ 36,157 Total other income, net ​ ​ 17,983 ​ ​ 43,281 Loss before income tax expense ​ ​ ( 135,424 ) ​ ​ ( 106,222 ) Income tax expense ​ ​ ( 42 ) ​ ​ ( 18 ) Net loss ​ ​ ( 135,466 ) ​ ​ ( 106,240 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 93,039 ) ​ ​ ( 78,665 ) Net loss attributable to Class A common stockholders ​ $ ( 42,427 ) ​ $ ( 27,575 ) ​ ​ ​ ​ ​ ​ ​ Net loss per share to Class A common stockholders, basic and diluted ​ $ ( 0.46 ) ​ $ ( 0.40 ) ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 86 Table of Contents ​ EVgo Inc. and Subsidiaries ​ Consolidated Statement of Stockholders’ Deficit For the Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2022 ​ 70,248 $ 7 195,800 $ 20 $ 17,533 $ ( 375,660 ) $ ( 358,100 ) Share-based compensation ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 25,953 ​ ​ — ​ ​ 25,953 Issuance of Class A common stock under the equity offering, net of issuance costs ​ ​ 30,123 ​ ​ 3 ​ ​ — ​ ​ — ​ ​ 123,243 ​ ​ — ​ ​ 123,246 Issuance of Class A common stock under the ATM, net of issuance costs ​ ​ 889 ​ ​ 0 ​ ​ — ​ ​ — ​ ​ 5,746 ​ ​ — ​ ​ 5,746 Issuance of Class A common stock under share-based compensation plans ​ ​ 1,676 ​ ​ 0 ​ ​ — ​ ​ — ​ ​ 0 ​ ​ — ​ ​ — Net loss 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 42,427 ) ​ ​ ( 42,427 ) Redeemable noncontrolling interest adjustment to fair value ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 84,547 ) ​ ​ 169,540 ​ ​ 84,993 Balance, December 31, 2023 ​ ​ 102,936 ​ $ 10 ​ ​ 195,800 ​ $ 20 ​ $ 87,928 ​ $ ( 248,547 ) ​ $ ( 160,589 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 Excludes $ 93.0 million of net loss attributable to redeemable noncontrolling interest. ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 87 Table of Contents EVgo Inc. and Subsidiaries ​ Consolidated Statement of Stockholders’ Deficit For the Year Ended December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2021 ​ ​ 68,021 ​ $ 7 ​ ​ 195,800 ​ $ 20 ​ $ — ​ $ ( 1,358,358 ) ​ $ ( 1,358,331 ) ​ Share-based compensation ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 23,170 ​ ​ — ​ ​ 23,170 ​ Issuance of Class A common stock under the ATM, net of issuance costs ​ ​ 1,588 ​ ​ 0 ​ ​ — ​ ​ — ​ ​ 10,419 ​ ​ — ​ ​ 10,419 ​ Issuance of Class A common stock under share-based compensation plans ​ ​ 639 ​ ​ 0 ​ ​ — ​ ​ — ​ ​ 0 ​ ​ — ​ ​ 0 ​ Warrants exercised and release of warrant liability ​ ​ 0 ​ ​ 0 ​ ​ — ​ ​ — ​ ​ 3 ​ ​ — ​ ​ 3 ​ Shares withheld for taxes ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 25 ) ​ ​ — ​ ​ ( 25 ) ​ Net loss 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 27,575 ) ​ ​ ( 27,575 ) ​ Redeemable noncontrolling interest adjustment to fair value ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 16,034 ) ​ ​ 1,010,273 ​ ​ 994,239 Balance, December 31, 2022 ​ ​ 70,248 ​ $ 7 ​ ​ 195,800 ​ $ 20 ​ $ 17,533 ​ $ ( 375,660 ) ​ $ ( 358,100 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 Excludes $ 78.7 million of net loss attributable to redeemable noncontrolling interest. ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 88 Table of Contents EVgo Inc. and Subsidiaries ​ Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, (in thousands) ​ 2023 2022 Cash flows from operating activities ​ ​ ​ Net loss ​ $ ( 135,466 ) ​ $ ( 106,240 ) Adjustments to reconcile net loss to net cash used in operating activities ​ ​ ​ ​ ​ Depreciation, amortization and accretion ​ 51,961 ​ ​ 35,918 Net loss on disposal of property and equipment, net of insurance recoveries, and impairment expense ​ 11,496 ​ ​ 8,278 Share-based compensation ​ 29,724 ​ ​ 25,048 Change in fair value of earnout liability ​ ​ ( 1,076 ) ​ ​ ( 3,481 ) Change in fair value of warrant liabilities ​ ​ ( 7,163 ) ​ ​ ( 36,157 ) Other ​ ​ 34 ​ ​ 777 Changes in operating assets and liabilities ​ ​ ​ ​ ​ Accounts receivable, net ​ ( 23,810 ) ​ ​ ( 8,516 ) Receivables from related parties ​ 1 ​ ​ 1,500 Prepaid expenses and other current assets and other assets ​ ( 2,697 ) ​ ​ ( 2,364 ) Operating lease assets and liabilities, net ​ ​ 1,492 ​ ​ ( 519 ) Accounts payable ​ 654 ​ ​ 1,371 Accrued liabilities ​ 8,287 ​ ​ 7,320 Deferred revenue ​ 38,282 ​ ​ 13,070 Customer deposits ​ ( 8,632 ) ​ ​ 6,275 Other current and noncurrent liabilities ​ ( 142 ) ​ ​ ( 1,074 ) Net cash used in operating activities ​ ( 37,055 ) ​ ​ ( 58,794 ) Cash flows from investing activities ​ ​ ​ ​ ​ Capital expenditures ​ ​ ( 158,896 ) ​ ​ ( 200,251 ) Proceeds from sale-leaseback transactions ​ ​ 15,273 ​ ​ — Proceeds from insurance for property losses ​ ​ 311 ​ ​ 710 Purchases of investments ​ ​ — ​ ​ ( 37,332 ) Proceeds from sale of investments ​ ​ — ​ ​ 37,166 Net cash used in investing activities ​ ( 143,312 ) ​ ​ ( 199,707 ) Cash flows from financing activities ​ ​ ​ ​ ​ Proceeds from issuance of Class A common stock under the ATM ​ ​ 5,828 ​ ​ 10,654 Proceeds from issuance of Class A common stock under the equity offering ​ ​ 128,023 ​ ​ — Proceeds from capital-build funding ​ 14,432 ​ ​ 10,088 Proceeds from exercise of warrants ​ ​ — ​ ​ 3 Payments of withholding tax on net issuance of restricted stock units ​ ​ — ​ ​ ( 25 ) Payments of deferred debt issuance costs ​ ​ ( 286 ) ​ ​ — Payments of deferred equity issuance costs ​ ​ ( 4,977 ) ​ ​ ( 907 ) Net cash provided by financing activities ​ 143,020 ​ ​ 19,813 Net decrease in cash, cash equivalents and restricted cash ​ ( 37,347 ) ​ ​ ( 238,688 ) Cash, cash equivalents and restricted cash, beginning of period ​ 246,493 ​ ​ 485,181 Cash, cash equivalents and restricted cash, end of period ​ $ 209,146 ​ $ 246,493 The accompanying notes are an integral part of these consolidated financial statements. ​ 89 Table of Contents EVgo Inc. and Subsidiaries ​ Consolidated Statements of Cash Flows (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in thousands) ​ 2023 2022 Supplemental disclosure of noncash investing and financing activities ​ ​ ​ ​ ​ Fair value adjustment to redeemable noncontrolling interest ​ $ ( 84,993 ) ​ $ ( 994,239 ) Non-cash increase in capital-build liability ​ $ 16,467 ​ $ 8,678 Capital expenditures in accounts payable and accrued liabilities ​ $ 15,213 ​ $ 24,422 Non-cash increase in asset retirement obligations ​ $ 783 ​ $ 1,822 Deferred debt issuance costs in accounts payable and accrued liabilities ​ $ 187 ​ $ — Deferred equity issuance costs in accounts payable and accrued liabilities ​ $ — ​ $ 312 The accompanying notes are an integral part of these consolidated financial statements. ​ 90 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 (the “Holdco Merger Date”), 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 LLC (“EVgo Services”), pursuant to the merger agreement (the “Holdco 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”). The Company 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 (the “Initial Business Combination”). 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 Warrants”) 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 (the “Business Combination Agreement”). Following the CRIS Close Date, the combined company is organized in an “Up-C” structure in which the business of EVgo Holdco and its subsidiaries are held by EVgo OpCo and continue to operate through the subsidiaries of EVgo Holdco and in which the Company’s only direct assets consist of equity interests in Thunder Sub, which, in turn, holds only 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 at the equity offering price of $ 4.25 per share. 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. As of December 31, 2023 and 2022, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing 65.4 % and 73.6 %, respectively, of the total outstanding EVgo OpCo Units and an equal number of shares of the Company’s Class B common stock. As of December 31, 2023, the shares of the Company’s Class B common stock held by EVgo Holdings and the shares of the Company’s Class A common stock held by EVgo Member Holdings, LLC, collectively represented a 67.4 % voting interest in the Company. EVgo Holdings did not hold any shares of the Company’s Class A common stock as of December 31, 2022. 91 Table of Contents 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”). Note 2 — Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements are presented in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “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 accounting principles generally accepted in the United States of America (“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 for revenue, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, the and the fair value of share-based compensation, earnout liability and warrant liabilities. 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 . At times, a portion of deposit balances may be in excess of federal insurance limits. The Company has not experienced any losses on such accounts. The Company mitigates its risk with respect to cash by maintaining its deposits at high-quality financial institutions and monitoring the credit ratings of those institutions. The Company had two customers that collectively comprised 45.7 % of the Company’s total net accounts receivable as of December 31, 2023. The Company had one customer that comprised 20.5 % of the Company’s total net accounts receivable as of December 31, 2022. For the year ended December 31, 2023, one customer represented 45.2 % of total revenue. For the year ended December 31, 2022, two customers collectively represented 42.9 % of total revenue. For the year ended December 31, 2023 , one vendor provided 76.9 % of EVgo’s total charging equipment. For the year ended December 31, 2022, four vendors collectively provided 88.8 % of EVgo’s total charging equipment. Reclassifications The Company has made certain reclassifications to prior period amounts to conform to the current period presentation. 92 Table of Contents Cash, Cash Equivalents and Restricted Cash Cash and restricted cash 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 restricted cash. The Company had unused letters of credit, which were collateralized with cash classified as restricted cash on the Company's consolidated balance sheets, of $ 0.7 million as of December 31, 2023 and 2022, associated with the construction of its charging stations and in connection with one of its operating leases. 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 attempts to collect an account receivable have failed, the account receivable is written-off against the allowance for doubtful accounts. Other accounts receivable of $ 2.7 million and $ 1.3 million were included in accounts receivable, net, on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. Deferred Equity Issuance Costs Deferred equity issuance costs, consisting primarily of legal, accounting and filing fees relating to public offerings, are capitalized. The deferred equity issuance costs are offset against public offering proceeds upon the effectiveness of an offering. In the event that an offering is abandoned or terminated, deferred equity issuance costs are expensed. As of December 31, 2023 and 2022, the Company had capitalized $ 0.8 million and $ 1.0 million, respectively, of deferred equity issuance costs in other current assets on the consolidated balance sheets. 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 non-current assets on the consolidated balance sheets. Property, Equipment and Software Property and equipment includes land, charging stations and other technical installations, construction in process, charging station and related equipment and a building, which are stated at cost or at fair value as of the date of acquisition less accumulated depreciation and amortization. Land is not depreciated. Depreciation for property, equipment and software is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of the building is forty years , and the estimated useful lives of the remaining assets are approximately three to seven years . Charging equipment and charging station installation costs are depreciated when they are placed into service. Construction in process consists primarily of charging equipment, charging station installation costs, and software that have not yet been placed into service and are not depreciated. Charging equipment consists primarily of equipment and various components that have not yet been allocated to a project. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term. 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. 93 Table of Contents 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 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 2023, 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, 2023, 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, right-of-use (“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. 94 Table of Contents Lease Accounting 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. Sale-leasebacks are transactions through which assets are sold at fair value and subsequently leased back. The resulting leases qualify and are accounted for as operating leases. Gains and losses on sale-leaseback transactions are recognized immediately. Failed sale-leaseback transactions are generally classified as finance leases and result in retention of the “sold” assets within land, buildings and equipment with a finance lease liability equal to the amount of proceeds received recorded as a component of other liabilities on the consolidated balance sheets. As a lessor, the Company has entered into agreements to lease charging equipment, charging stations and other technical installations or sublease properties leased from Site Hosts to third parties. The Company, at the inception of a lease contract, determines if it is an operating, sales-type or direct financing lease. The Company has not elected the practical expedient to not separate non-lease components from lease components in the measurement of liabilities for all asset classes. The leases generally provide for fixed monthly payments and sometimes include provisions for contingent variable rent based on the number of charging sessions and minutes used, which are recognized when earned. Fixed payments received under lease agreements for operating leases are recognized on a straight-line basis over the lease term and are reported in revenue in the consolidated statements of operations. 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. Customer Deposits Customer deposits include prepayments that are refundable. Once deposits are no longer refundable, the Company reclassifies the amounts related to those contracts to deferred revenue. 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. As there is no authoritative guidance under GAAP regarding accounting for 95 Table of Contents government assistance to for-profit business entities, the grants directly or indirectly provided by the government are accounted for by analogy to International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance . Grant contracts provided by non-governmental entities are analyzed and if it does not fall under the scope of ASC 842 or ASC Topic 606, Revenue from Contracts with Customers (“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 statements of operations. The classification of derivative instruments, including whether such instruments 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 the current common stock price, expected volatility, risk-free 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 represent the estimated present value of the amount the Company will incur for dismantling and restoring sites (locations owned by unrelated parties where the Company’s chargers are placed) at the end of their agreements, in accordance with their contractual terms. Upon initial recognition of the Company’s asset retirement obligation liability, property and equipment is increased by an amount offsetting the liability and depreciated over its useful life and the obligation is accreted to its estimated future value at the date of retirement. Subsequent to establishing an asset retirement obligation, downward revisions in the liability due to a change in the expected timing or amount of cash flows are recorded as corresponding decreases to the asset retirement costs; however, if the amount of the decrease 96 Table of Contents exceeds the carrying value of the related asset retirement cost and related asset, such excess credits are adjusted through a reduction of accretion expense. Asset retirement obligations require the use of estimates to determine third-party costs for dismantling and restoring the sites. Discount rates are also included to present value these costs, which are then accreted to the date the Company expects to remove the corresponding asset. Discount rates are based on the Company’s estimated credit adjusted risk-free rate. The Company reviews its estimates of removal costs on an ongoing basis and makes changes to the asset retirement obligations as necessary. 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. Fair Value Measurement The Company determines fair value in accordance with ASC 820, Fair Value Measurement , 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, the initial valuations of the assets and liabilities identified in purchase accounting, including intangible assets and property and equipment and the earnout and warrant liabilities. Details on the methods and assumptions used to determine the 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. The carrying values of certain accounts such as cash, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses are deemed to approximate their fair values due to their short-term nature. The fair values of the Company’s money market funds are based on quoted prices in active markets for identical assets. There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2023 and 2022. 97 Table of Contents Revenue Recognition The Company’s sources of revenue are from retail, commercial and OEM charging, regulatory credit sales, OEM network, eXtend, and ancillary services. Its primary source of 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 LCFS credit sales are recognized upon delivery. The Company recognizes revenue 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 is recognized on a gross basis. The Company recognizes estimated losses on contracts immediately upon identification of the loss. 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 standalone selling price (“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, 98 Table of Contents 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. Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgment to appropriately determine the suitable method for estimating the SSP. The Company determines SSP using observable pricing when available, which takes into consideration market conditions and customer specific factors. When observable pricing is not available, the Company determines SSP using estimation techniques, but maximizes the use of observable inputs in these estimation techniques. 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 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 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 and 99 Table of Contents customer deposits on the consolidated balance sheets. Classification between deferred revenue and customer deposits depends on whether or not the Company has commenced performance of its performance obligations. 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 primarily of energy usage fees, depreciation (net of capital-build amortization expenses), site operating and maintenance expenses, network charges, warranty and repair services, site costs and related expense associated with charging equipment as well as cost of sales related to the eXtend business and 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 $ 1.6 million and $ 2.0 million for the years ended December 31, 2023 and 2022, respectively. Research and Development Costs Research and development costs are expensed as incurred and totaled $ 5.7 million and $ 4.8 million for the years ended December 31, 2023 and 2022, 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, 2023 and 2022 were $ 0.3 million and $ 0.7 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 100 Table of Contents 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 is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. The Company is subject to income tax examinations by major taxing authorities since inception. 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. 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. Newly Adopted Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, as if it had originated the contracts. The new standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted ASU 2021-08 prospectively on January 1, 2023. The adoption of this standard did not have any impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). The amendments in ASC 326 provide more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a 101 Table of Contents reporting entity at each reporting date. Subsequent to the initial ASU, the FASB issued various related corrective and clarifying ASUs for this topic, all of which have been codified in ASC 326. For public companies that are considered “smaller reporting companies” as defined by the SEC, ASC 326 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted ASC 326 prospectively as of January 1, 2023. The adoption of this standard did not materially impact the Company’s consolidated results of operations or financial position. Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), as amended in December 2022 by ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). ASU 2020-04 provides guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform. The provisions apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2024, as amended by ASU 2022-06. As of December 31, 2023, the Company has not identified any contracts, hedging relationships and other transactions impacted by reference rate reform and therefore does not expect any impact resulting from the adoption of ASU 2020-04 on the Company’s consolidated results of operations or financial position. In November 2023, the FASB issued ASU 2023-07, ASC Subtopic 280 “ Segment Reporting — Improvements to Reportable Segment Disclosures ” (“ASU 2023-07”). ASU 2023-07 requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. ASU 2023-07 provides for significant segment expense categories and amounts for each reportable segment and an aggregate amount and description of other segment items included in each reported measure of segment profit or loss beyond the significant segment expenses for each reportable segment; permits the disclosure of multiple measures of segment profit or loss for each reportable segment, subject to a minimum disclosure of the measure of segment profit or loss that is most consistent with the amounts included in the financial statements (consistent with current guidance); confirms that all disclosures required in the segments guidance apply to all public entities, including those with a single operating or reportable segment; requires disclosure of the title and position of the individual or the name of the group identified as the CODM in the financial statements; and requires disclosure of how the CODM uses each reported measure of segment profit or loss to assess performance and allocate resources to the segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. In December 2023, the FASB Issued 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. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the effect that the adoption of this ASU will have on its 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 as members (with monthly fees and reduced 102 Table of Contents per-minute or kilowatt-hour (“kWh”) pricing) through a subscription service or as non-members. 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, can access EVgo’s charging infrastructure through EVgo’s public network. Pricing for charging services is most often negotiated directly between EVgo and the fleet owner based on the business needs and usage patterns of the fleet. In these arrangements EVgo contracts with and bills either the fleet owner directly or an individual fleet driver utilizing EVgo’s chargers. In addition to offering access to its public network, EVgo offers dedicated charging solutions to fleets. As part of this offering, EVgo typically builds, owns and operates charging infrastructure for the exclusive use of a dedicated customer and is currently offering flexible ownership models, such as its charging-as-a-service (“ChaaS”) offering. EVgo offers a variety of pricing models for its dedicated charging solutions, including a mix of volumetric commitments and variable and fixed payments to EVgo for provision of its services . 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. 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 as Low Carbon Fuel Standard (“LCFS”) credits and other regulatory credits, in states where such programs are enacted currently, including the Fast Charging Infrastructure program in California. These credits are generated through charging station operations based on the volume of kWh sold. EVgo earns additional revenue through the sale of these credits to buyers obligated to purchase the credits to comply with the program mandates. 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 for chargers that are owned by EVgo. The transaction prices from these contracts are allocated to performance obligations including, but not limited to, marketing activities, branding services, memberships, reservations and the expiration of unused charging credits. Marketing activities are recognized at a point in time as the services are performed and measurement is based on amounts spent. Branding services are recognized over time as the customer receives the benefit. For memberships and reservations, revenue is recognized over time and measured based on the charging activity of subscriber members at each measurement period. Any charging credits that expire unused 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. For some eXtend customers, 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 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 103 Table of Contents 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. 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 relate 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 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. Ancillary. EVgo offers a variety of software-driven digital, development and operations services to its customers. EVgo has offerings that currently include customization of digital applications, charging data integration, micro-targeted advertising services, smart charging reservations, loyalty programs, access to chargers behind parking lot pay gates, and equipment procurement and operations services for customers operating dedicated networks. 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. Contract Assets and Liabilities The following table provides information about contract assets and liabilities from contracts with customers: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ Change (dollars in thousands) ​ 2023 2022 $ ​ % Contract assets ​ $ 1,191 ​ $ 2,861 ​ $ ( 1,670 ) ​ ​ ( 58 ) % Contract liabilities ​ $ 87,440 ​ $ 57,790 ​ $ 29,650 ​ ​ 51 % ​ As of December 31, 2023, there was $ 1.2 million in contract assets compared to $ 2.9 million as of December 31, 2022. 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. Contract liabilities as of December 31, 2023 increased $ 29.7 million, or 51 %, to $ 87.4 million compared to $ 57.8 million as of 104 Table of Contents December 31, 2022. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in thousands) ​ 2023 ​ 2022 Beginning balance ​ $ 57,790 ​ $ 38,445 Additions ​ 120,614 ​ 26,397 Recognized in revenue ​ ​ ( 90,551 ) ​ ​ ( 5,796 ) Marketing activities recognized on a net basis ​ ( 413 ) ​ ( 1,256 ) Ending balance ​ $ 87,440 ​ $ 57,790 ​ Revenues include the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in thousands) ​ 2023 2022 Amounts included in the beginning of period contract liabilities balance ​ $ 22,434 ​ $ 4,605 Amounts associated with performance obligations satisfied in previous periods ​ $ 141 ​ $ 5 ​ It is anticipated that deferred revenue as of December 31, 2023 will be recognized in the following years ending December 31: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2024 ​ $ 22,705 2025 ​ 14,353 2026 ​ 23,968 ​ ​ $ 61,026 ​ 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, 2023 and 2022, there was $ 17.2 million and $ 8.7 million, respectively, in variable 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 certain leases contain renewal options that can extend the term for up to an additional five years . The Company has not entered into any finance leases. The Company has estimated operating lease commitments of $ 48.4 million for leases where the Company has not yet taken possession of the underlying asset as of December 31, 2023. 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, 2023. 105 Table of Contents The Company’s lease costs consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in thousands) ​ 2023 2022 Operating lease costs ​ ​ ​ ​ ​ ​ Charging network cost of sales ​ $ 6,565 $ 3,671 General and administrative expenses ​ ​ 4,645 ​ ​ 3,386 Variable lease costs ​ ​ ​ ​ ​ ​ Charging network cost of sales ​ ​ 1,864 ​ ​ 316 General and administrative expenses ​ ​ 125 ​ ​ 77 Short-term lease costs ​ ​ 69 ​ ​ 107 ​ ​ $ 13,268 ​ $ 7,557 ​ As of December 31, 2023, the maturities of operating lease liabilities for the years ending December 31, were as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ 2024 ​ $ 12,124 2025 ​ ​ 11,550 2026 ​ ​ 11,131 2027 ​ ​ 10,552 2028 ​ ​ 10,263 Thereafter ​ ​ 48,312 Total undiscounted operating lease payments ​ ​ 103,932 Less: imputed interest ​ ​ ( 35,927 ) Total discounted operating lease liabilities ​ $ 68,005 ​ Other supplemental and cash flow information consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (dollars in thousands) ​ 2023 ​ ​ 2022 Weighted-average remaining lease term (in years) ​ ​ 9.0 ​ ​ ​ 9.0 ​ ​ Weighted-average discount rate ​ ​ 9.6 % ​ ​ 9.0 % ​ Cash paid for amounts included in measurement of operating lease liabilities ​ $ 8,953 ​ ​ $ 5,323 ​ ​ ROU assets obtained in exchange for new operating lease liabilities ​ $ 20,942 ​ ​ $ 33,457 ​ ​ ​ Sale Leaseback Transactions During the year ended December 31, 2023, subsidiaries of the Company (the “Real Estate Subsidiaries”) sold three parcels of real estate for an aggregate purchase price of $ 16.5 million, which reflected the fair value of the parcels. The Company received net proceeds of $ 14.6 million and recognized an aggregate loss on the sale transactions of $ 0.6 million. Concurrently with the closing of the sale transactions, the Real Estate Subsidiaries also entered into lease agreements with the purchaser of the three parcels, pursuant to which the Real Estate Subsidiaries will lease the parcels for an initial term of ten years , with six 5-year renewal options. The Real Estate Subsidiaries have conditional termination rights under the leases. The leases were classified as operating leases in accordance with ASC 842. There were no sale-leaseback transactions entered into during the year ended December 31, 2022. 106 Table of Contents Lessor Accounting The Company leases charging equipment, charging stations and other technical installations, and subleases properties leased from Site Hosts to third parties under operating leases where EVgo is the lessor. Initial lease terms are generally one to 10 years and may contain renewal options . Since the leasing arrangements the Company enters into with lessees are operating leases, the underlying asset is carried at its carrying value as property, equipment and software, 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) ​ 2023 2022 Fixed lease income: ​ ​ ​ ​ ​ ​ Charging, commercial revenue ​ $ 2,444 $ 810 Sublease income ​ ​ ​ ​ ​ ​ Ancillary revenue ​ 1,225 ​ ​ 384 ​ $ 3,669 ​ $ 1,194 As of December 31, 2023, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the Company’s fiscal years ending December 31, were as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2024 ​ $ 1,969 2025 ​ ​ 1,330 2026 ​ ​ 910 2027 ​ ​ 667 2028 ​ ​ 334 ​ ​ $ 5,210 ​ The components of charging equipment, charging stations, land, and subleased host sites leased to third parties under operating leases, which are included within the Company’s property, equipment and software, net, and operating lease ROU assets were as follows as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in thousands) ​ 2023 ​ 2022 Charging station equipment and installation costs ​ $ 5,941 ​ $ 3,557 Land and building ​ ​ — ​ ​ 10,507 Less: accumulated depreciation ​ ​ ( 1,307 ) ​ ​ ( 980 ) Property, equipment and software, net ​ $ 4,634 ​ $ 13,084 ​ ​ ​ ​ ​ ​ ​ Operating lease ROU assets ​ $ 11,764 ​ $ 5,554 ​ ​ 107 Table of Contents Note 5 — Government Assistance EVgo continuously pursues public grants, subsidies and incentives to reduce capital expenditures and electricity costs. EVgo has dedicated, and plans to continue to dedicate, a variety of internal and external resources to monitor, submit for and utilize available grant, subsidy and incentive funding for the development of DCFCs on a state, local and national level. EVgo’s network expansion and local build plans take into account expected timing for and availability of funding of this type. Certain government assistance 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, 2023, the Company’s commitments under government assistance are expected to 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, 2023 and concluded that it is not probable that the recapture provisions will be triggered. In addition, EVgo regularly monitors compliance with these provisions and has not been affected by noncompliance in the past . The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided for an employee retention credit (“ERC”), which is a refundable payroll tax credit, for eligible businesses that experienced a full or partial government-ordered suspension of operations or a “significant” decline in gross receipts in any quarter. The Company accounted for these ERC payroll tax credits in accordance with the provisions of International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance, which permits the recording and presentation of either the gross amount as other income or netting the credit against the related expense. The Company recorded $ 0.6 million of ERC payroll tax credits as a reduction in general and administrative expenses for the year ended December 31, 2023. There were no ERC credits received during the year ended December 31, 2022. The government assistance received 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) ​ 2023 ​ 2022 Accounts receivable, capital-build as of ​ $ 8,807 ​ $ 6,159 Capital-build liability as of ​ $ 29,027 ​ $ 18,775 General and administrative expenses for the years ended ​ $ 566 ​ $ — Capital build amortization included in depreciation, net of capital-build amortization, included in cost of sales for the years ended ​ $ 4,789 ​ $ 3,208 Proceeds from capital build funding for the years ended ​ $ 12,767 ​ $ 7,755 ​ ​ 108 Table of Contents Note 6 — Property, Equipment and Software, Net Property, equipment and software, net, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, (in thousands) ​ 2023 2022 Charging station installation costs ​ $ 198,513 ​ $ 121,820 Charging station equipment ​ 130,232 ​ 79,031 Construction in process ​ ​ 91,803 ​ ​ 104,395 Charging equipment ​ 38,473 ​ 20,596 Software ​ ​ 20,743 ​ ​ 14,289 Land and building ​ ​ — ​ ​ 15,932 Office equipment, vehicles and other ​ 1,801 ​ 1,647 Total property, equipment and software ​ 481,565 ​ 357,710 Less accumulated depreciation and amortization ​ ( 92,338 ) ​ ( 49,598 ) Property, equipment and software, net ​ $ 389,227 ​ $ 308,112 ​ 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) 2023 2022 Cost of sales ​ ​ ​ ​ ​ ​ Depreciation of property and equipment ​ $ 38,692 ​ $ 24,468 Amortization of capital-build liability ​ ​ ( 6,837 ) ​ ​ ( 5,689 ) General and administrative expenses ​ ​ ​ ​ ​ ​ Depreciation of property and equipment ​ ​ 495 ​ ​ 324 Amortization of software ​ ​ 5,716 ​ ​ 3,285 Impairment expense ​ ​ 9,910 ​ ​ 6,793 Loss on disposal of property and equipment, net of insurance recoveries ​ ​ 1,586 ​ ​ 1,485 ​ ​ $ 49,562 ​ $ 30,666 ​ ​ Note 7 — Intangible Assets, Net Intangible assets, net, consisted of the following as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Gross ​ ​ ​ ​ Net ​ Average ​ ​ Carrying ​ Accumulated ​ Carrying ​ Amortization (in thousands) Amount Amortization Value Period Site Host relationships ​ $ 41,500 ​ $ ( 13,694 ) ​ $ 27,806 8.1 years Customer relationships ​ 19,000 ​ ( 16,175 ) ​ 2,825 0.8 years Developed technology ​ 14,000 ​ ( 3,660 ) ​ 10,340 10.5 years User base ​ ​ 11,000 ​ ( 6,808 ) ​ ​ 4,192 ​ 1.6 years Trade name ​ 5,000 ​ ( 1,166 ) ​ 3,834 12.5 years ​ ​ $ 90,500 ​ $ ( 41,503 ) ​ $ 48,997 ​ ​ ​ ​ 109 Table of Contents Intangible assets, net, consisted of the following as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Gross ​ ​ ​ ​ Net ​ Average ​ ​ Carrying ​ Accumulated ​ Carrying ​ Amortization (in thousands) Amount Amortization Value Period Site Host relationships ​ $ 41,500 ​ $ ( 10,236 ) ​ $ 31,264 9.1 years Customer relationships ​ 19,000 ​ ( 12,090 ) ​ 6,910 1.8 years Developed technology ​ 14,000 ​ ( 2,653 ) ​ 11,347 11.5 years User base ​ ​ 11,000 ​ ​ ( 4,058 ) ​ ​ 6,942 ​ 2.6 years Trade name ​ 5,000 ​ ( 851 ) ​ 4,149 13.5 years ​ ​ $ 90,500 ​ $ ( 29,888 ) ​ $ 60,612 ​ ​ ​ ​ Amortization of intangible assets was $ 11.6 million for each of the years ended December 31, 2023 and 2022. As of December 31, 2023, the aggregate future amortization of amortizable intangible assets for the following years ending December 31, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Site Host ​ Customer ​ Developed ​ User ​ Trade ​ ​ (in thousands) Relationships Relationships Technology Base Name Total 2024 ​ $ 3,458 ​ $ 2,717 ​ $ 1,007 ​ $ 2,750 ​ $ 315 ​ $ 10,247 2025 ​ 3,458 ​ 108 ​ 1,007 ​ 1,442 ​ 315 ​ 6,330 2026 ​ 3,458 ​ — ​ 1,007 ​ — ​ 315 ​ 4,780 2027 ​ 3,458 ​ — ​ 1,007 ​ — ​ 315 ​ 4,780 2028 ​ 3,458 ​ ​ — ​ ​ 1,007 ​ ​ — ​ ​ 315 ​ ​ 4,780 Thereafter ​ ​ 10,516 ​ ​ — ​ ​ 5,305 ​ ​ — ​ ​ 2,259 ​ ​ 18,080 ​ ​ $ 27,806 ​ $ 2,825 ​ $ 10,340 ​ $ 4,192 ​ $ 3,834 ​ $ 48,997 ​ ​ Note 8 — Asset Retirement Obligations Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2023 2022 Beginning balance ​ $ 15,473 ​ $ 12,833 Liabilities incurred ​ 2,715 ​ 2,997 Accretion expense ​ 2,280 ​ 1,915 Change in estimate ​ ​ ( 1,932 ) ​ ​ ( 1,175 ) Liabilities settled ​ ( 304 ) ​ ( 1,097 ) Ending balance ​ $ 18,232 ​ $ 15,473 ​ ​ ​ Note 9 — Accrued Liabilities Accrued liabilities consisted of balances related to the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, (in thousands) ​ 2023 2022 Charging equipment and related services ​ $ 21,771 ​ $ 23,088 Employee compensation ​ ​ 9,494 ​ ​ 7,113 Other ​ ​ 9,284 ​ ​ 9,032 Total ​ $ 40,549 ​ $ 39,233 ​ ​ 110 Table of Contents 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. 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 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”). During the year ended December 31, 2023 , EVgo sold 889,340 shares of Class A common stock pursuant to the ATM Program, with aggregate gross proceeds of $ 5.8 million. After deducting equity issuance costs and commissions of $ 0.1 million, the Company received net proceeds of approximately $ 5.7 million . As of December 31, 2023, the Company had sold a total of 2,478,280 shares of Class A common stock under the ATM Program. Equity Offering During the year ended December 31, 2023 , the Company completed an underwritten equity offering of 30,123,129 shares of Class A common stock at an offering price of $ 4.25 per share with aggregate gross proceeds of $ 128.0 million. The Company received net proceeds of $ 123.2 million, after deducting $ 4.8 million in underwriting discounts and commissions and other equity issuance costs. 111 Table of Contents Equity Issuance Costs In connection with the issuance of Class A common stock through the ATM Program and the equity offering, in addition to the discounts and commissions deducted from the gross proceeds, the Company incurred direct and incremental equity issuance costs, consisting primarily of legal, accounting, and other professional fees. Equity issuance costs directly attributable to the offering were recorded to additional paid-in capital as a reduction of proceeds. Deferred equity issuance costs will offset additional paid-in capital on a pro rata basis as the available shares on the shelf offering are issued. For the years ended December 31, 2023 and 2022, $ 0.4 million and $ 0.1 million of costs were recorded as additional paid-in capital as a reduction of proceeds, respectively. ​ 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”) with Pilot Travel Centers LLC (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 procured by EVgo. 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 contains various provisions that may permit or cause early termination, including 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. Under the Pilot O&M, EVgo is required to perform operations, maintenance and networking services on stalls built and commissioned under the Pilot Infrastructure Agreement in exchange for payment of a monthly fee by the Pilot Company to EVgo. EVgo is subject to certain performance criteria under the Pilot O&M. 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 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 new facility in Plano, Texas rather than in Taiwan. General Motors Agreement On July 20, 2020, EVgo entered into a five-year 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 expand the overall number of charger stalls to be installed from 2,750 to 3,250 , adjust charger stall installation targets, extend the completion deadline to March 31, 2026, and provide for a 112 Table of Contents payment of $ 7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and maintain a specified uptime percentage (described below) over the term of the agreement. Pursuant to the GM Agreement, EVgo is required to meet certain quarterly milestones measured by the number of charger stalls installed, and GM is required to make certain payments based on charger stalls installed. Under the GM Agreement, EVgo is required to install a total of 3,250 charger stalls by March 31, 2026, 45 % of which were installed by December 31, 2023. 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 95 % across the GM network. In addition to the capital build program, EVgo is committed to providing GM EV customers with reservations and certain EVgo services at a discounted rate and branding on chargers. The contract is accounted for under ASC 606, which includes performance obligations related to reservations, memberships, and branding. The capital-build program is considered a set-up activity and not a performance obligation under ASC 606. The GM Agreement is subject to early termination in certain circumstances, including in the event EVgo fails to meet the quarterly charger stall-installation milestones or maintain the specified level of network availability. If GM opts to terminate the agreement, EVgo may not be entitled to receive continued payments from GM and instead may be required to pay liquidated damages to GM. In the event EVgo fails to meet a charger stall-installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide EVgo with a notice of such deficiency within 30 days of the end of the quarter. If the same deficiency still exists at the end of the quarter immediately following the quarter for which a deficiency notification was delivered, GM may immediately terminate the agreement and seek pre-agreed liquidated damages of up to $ 15.0 million. If EVgo does not meet its charger stall-installation milestone in any period, GM will have the right, if it so chooses, to send EVgo a charger stall count breach notice, which would trigger a cure period. 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, including 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. Nissan Agreement EVgo executed an agreement with Nissan North America, Inc. (“Nissan”) in June 2019 (the “Nissan Agreement”), that provides for joint marketing activities, charging credit programs for purchasers or lessees of Nissan EVs, and a capital-build program. The Nissan Agreement has been amended several times to, among other things, adjust the allocation of the value of unused charging credits and to provide new offerings for purchasers or lessees of certain Nissan EV models. Under the joint-marketing activities provisions of the Nissan Agreement, EVgo was obligated to spend a specified amount annually on joint-marketing activities that were mutually agreed-upon with Nissan until March 1, 2024. Under the charging credit program provisions in the Nissan Agreement, credits for charging are allocated to purchasers or lessees of Nissan EVs, and such purchasers or lessees are permitted to charge their EV for 12 months at no charge to the participant, up to the amount of the charging credit allocated to such participant or on an unlimited basis, depending on the model of Nissan EV purchased or leased. In the event a participant does not use the entire amount of the allocated charging credit or if the annual charging credit pool is not exhausted within a specific period, a portion of the remaining dollar value of such credit rolls over to subsequent periods, and a portion is retained by the Company. For Nissan EV purchasers or lessees receiving unlimited charging, the Company receives an upfront activation fee for each purchaser or lessee as well as a usage-based fee. The capital-build program provided for in the Nissan Agreement requires the Company to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a schedule that outlines the build timelines for the chargers to be constructed (the “Build Schedule”). If the Company fails to meet its Build Schedule obligations, Nissan may invoke a penalty of up to $ 70,000 per delayed site beyond a designated cure period, which could result in an adjustment to the consideration received by the Company under the Nissan Agreement. EVgo and Nissan previously agreed to amend the Nissan Agreement to extend the installation deadlines under the Build Schedule by up to 12 months , and Nissan has waived penalties for installation delays relating to program year one. The contract is accounted for under 113 Table of Contents ASC 606, which includes performance obligations related to memberships, charging credits, and joint marketing activities. The capital-build program is considered a set-up activity and not a performance obligation under ASC 606. EVgo’s ability to meet its Build Schedule obligations may be impacted by delays in permitting, commissioning and utility interconnection, as well as industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and landowners, and supply chain issues. Nissan has the right to terminate the Nissan Agreement, without penalty or obligation of any kind, upon 30 days’ written notice if it is unable to secure funding to make payments required under the Nissan Agreement. Nissan receives budget approvals annually from Nissan Motor Company Limited. Nissan has fulfilled its annual payment obligations under the Nissan Agreement. 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, 2023, EVgo had $ 56.5 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, all of which were short-term. In certain instances, EVgo is permitted to cancel, reschedule or adjust these orders. As of December 31, 2023, EVgo also had $ 12.0 million in commitments to other third parties, of which $ 10.5 million was short-term. ​ 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). 114 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2023 ​ 2022 (in thousands) ​ Level ​ Balance Level ​ Balance Cash equivalents ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ 1 ​ $ 186,125 ​ 1 ​ $ 150,125 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnout liability 3 ​ $ 654 ​ 3 ​ $ 1,730 Warrant liability — Public Warrants ​ 1 ​ ​ 4,245 ​ 1 ​ ​ 10,164 Warrant liability — Private Placement Warrants ​ 3 ​ ​ 896 ​ 2 ​ ​ 2,140 Total liabilities ​ ​ ​ $ 5,795 ​ ​ ​ $ 14,034 ​ The earnout liability was valued using the Monte Carlo simulation methodology. Assumptions used in the valuations of the earnout liability were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2023 ​ 2022 Stock price ​ $ 3.58 ​ $ 4.47 Risk-free interest rate ​ ​ 4.1 % ​ ​ 4.2 % Expected restriction period (in years) ​ ​ 2.5 ​ ​ ​ 3.2 ​ Expected volatility ​ ​ 63 % ​ ​ 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. As of December 31, 2023, the Private Placement Warrants were valued using the Monte Carlo simulation methodology, which is considered a Level 3 fair value measurement. As of December 31, 2022, the Private Placement Warrants were measured by reference to the trading price of the Public Warrants, which is considered a Level 2 fair value measurement. Assumptions used in the valuation of the Private Placement Warrant liability using the Monte Carlo method simulation methodology are as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 Stock price ​ $ 3.58 Risk-free interest rate ​ ​ 4.1 % Expected term (in years) ​ ​ 2.5 ​ Expected volatility ​ ​ 63 % Dividend rate ​ ​ — % Exercise price ​ $ 11.50 ​ ​ 115 Table of Contents 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, 2021 ​ $ 5,211 ​ $ 8,847 Change in fair value of liability ​ ​ ( 3,481 ) ​ ​ ( 4,912 ) Transfers out of Level 3 ​ ​ — ​ ​ ( 3,935 ) Fair value as of December 31, 2022 ​ ​ 1,730 ​ ​ — Change in fair value of liability ​ ​ ( 1,076 ) ​ ​ ( 1,563 ) Transfers into Level 3 ​ ​ — ​ ​ 4,423 Transfers out of Level 3 ​ ​ — ​ ​ ( 1,964 ) Fair value as of December 31, 2023 ​ $ 654 ​ $ 896 ​ ​ ​ 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, 2023, 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. 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. 116 Table of Contents 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 $ 0.7 million and $ 1.7 million as of December 31, 2023 and 2022, respectively. The change in fair value of the earnout liability resulted in a gain of $ 1.1 million and $ 3.5 million recognized in the consolidated statements of operations for the years ended December 31, 2023 and 2022, respectively. ​ ​ 117 Table of Contents Note 15 — Income Taxes The provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to the Company’s ownership in EVgo OpCo. All income (loss) before income taxes is generated in the U.S. Due to operating losses in the years ended December 31, 2023 and 2022, the Company’s provision for income taxes and effective tax rate was de minimis. The provision for income taxes differs from the amount computed by applying the U.S. corporate statutory income tax rate to loss before income taxes for the reasons set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2023 ​ 2022 Statutory federal income tax rate ​ 21.00 % ​ 21.00 % State taxes, net of federal tax benefit ​ 6.51 ​ ​ 6.36 ​ Net loss attributable to NCI/non-taxable partnership structure ​ ( 16.99 ) ​ ​ ( 25.64 ) ​ Change in fair value of warrant liability ​ 1.46 ​ ​ 9.43 ​ Tax credits ​ 4.68 ​ ​ 1.10 ​ Other permanent items ​ ( 1.05 ) ​ ​ ( 0.29 ) ​ Change in fair value of earnout liability ​ 0.22 ​ ​ 0.91 ​ Change in valuation allowance ​ ( 15.86 ) ​ ​ ( 12.87 ) ​ Effective tax rate ​ ( 0.03 ) % ​ — % ​ 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. There were no deferred tax liabilities as of December 31, 2023 and 2022. The significant components of the Company’s deferred tax assets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, (in thousands) 2023 2022 Deferred tax assets: ​ ​ ​ ​ ​ Investment in partnership $ 133,447 ​ $ 119,033 Tax credit carryforwards 7,873 ​ 1,537 Net operating loss carryforwards ​ 25,868 ​ ​ 13,794 Total deferred tax assets ​ 167,188 ​ ​ 134,364 Less valuation allowance ​ ( 167,188 ) ​ ​ ( 134,364 ) 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, 2023 and 2022 except for the deferred tax assets related to the Section 30C tax credits that EVgo intends to transfer. As of December 31, 2023 and 2022, EVgo had $ 94.0 million and $ 50.3 million, respectively, in federal net operating losses with an indefinite carryforward period, tax credits of $ 7.9 million and $ 1.5 million, respectively, which will start expiring in 2041, and state net operating losses with various expiration periods. 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, 2023 and 118 Table of Contents 2022, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties. ​ Note 16 — Tax Receivable Agreement 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) (the “Company Group”) to the TRA Holders of 85 % of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes or is deemed to realize in certain circumstances after the CRIS Business Combination 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 the TRA Holders’ EVgo OpCo Units pursuant to the CRIS Business Combination or the exercise of the redemption or Call Rights set forth in the EVgo OpCo A&R LLC Agreement and (ii) imputed interest deemed to be paid by the Company Group as a result of and additional tax basis arising from, any payments the Company Group 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). Amounts payable by the Company under the Tax Receivable Agreement are accrued through a charge to income when it is probable that a liability has been incurred and the amount is estimable. During the years ended December 31, 2023 and 2022, 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. 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) 2023 ​ 2022 Other cost of sales $ 223 $ 119 General and administrative expenses ​ 29,501 ​ ​ 24,929 Total share-based compensation expense $ 29,724 ​ $ 25,048 ​ During the year ended December 31, 2023, the Company entered into a transition agreement with Catherine Zoi and certain other parties in connection with Ms. Zoi’s resignation as the Company’s Chief Executive Officer (the “Zoi Transition Agreement”). Pursuant to the Zoi Transition Agreement, subject to certain conditions, Ms. Zoi shall be deemed to have remained in continuous employment with the Company or its affiliates through April 30, 2024 for purposes of vesting, settlement, and exercisability of her outstanding and unvested RSUs and stock options. Ms. Zoi shall have up to 30 days after April 30, 2024 to exercise any vested options before they expire. The Zoi Transition Agreement also provided that Ms. Zoi would vest in her Time Vesting Incentive Units (as defined below) scheduled to vest on January 16, 2024 and that Ms. Zoi will additionally vest in her Sale Vesting Incentive Units (as defined below) upon the consummation of a sale of the Company during the six-month period following Ms. Zoi’s separation date, if such a sale transaction occurs. The Company determined that these provisions represented a modification of existing equity awards, resulting in the cumulative compensation cost recognized for Ms. Zoi’s original RSU, stock option, and Time Vesting Incentive Unit awards being zero immediately prior to the modification as none of the awards were otherwise expected to vest. The 119 Table of Contents incremental fair value of the modified RSU, stock option and Time Vesting Incentive Unit awards of $ 4.2 million was recognized over the period from the modification date to Ms. Zoi’s separation date. The incremental fair value of the modified Sale Vesting Incentive Unit awards was $ 6.1 million. The fair value of the modified awards is reflected in the weighted average grant date fair value of the Company’s unvested RSUs and Incentive Units (as defined below) as of December 31, 2023 in the tables below. 2021 Long Term Incentive Plan On July 1, 2021, concurrent with the closing of the CRIS Business Combination, stockholders approved the Board of Directors-approved 2021 Long Term Incentive Plan (the “2021 Incentive Plan”). The 2021 Incentive Plan reserves 33,918,000 shares of Class A common stock for issuance to employees, non-employee directors and other service providers. As of December 31, 2023, there were 20,784,651 shares of Class A common stock available for grant. 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. Unless earlier terminated by action of the Company’s Board of Directors, the 2021 Incentive Plan will terminate on March 26, 2031. 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ Shares ​ Weighted ​ ​ Average ​ ​ ​ ​ Underlying Average Remaining Aggregate (shares in thousands) Options ​ Exercise Price ​ Contractual Life ​ Intrinsic Value Outstanding as of December 31, 2021 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted ​ 375 ​ $ 12.86 ​ ​ ​ ​ ​ ​ Outstanding as of December 31, 2022 ​ 375 ​ $ 12.86 ​ ​ 9.2 years ​ $ — Granted ​ 1,124 ​ $ 7.12 ​ ​ ​ ​ ​ ​ Forfeited ​ ( 441 ) ​ $ 8.31 ​ ​ ​ ​ ​ ​ Outstanding as of December 31, 2023 ​ 1,058 ​ $ 8.66 ​ ​ 7.6 years ​ $ — Exercisable as of December 31, 2023 ​ 114 ​ $ 12.86 ​ ​ 5.3 years ​ $ — ​ 120 Table of Contents As of December 31, 2023, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 1.4 million, which is expected to be recognized over a period of 1.5 years. The weighted average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $ 3.20 and $ 8.79 , per share, respectively. The fair value of the stock options granted during the year ended December 31, 2023 was computed using Black-Scholes or Hull White option-pricing models, in order to ensure that the valuation reflected all substantive characteristics of the instruments, with the assumptions described below. The risk-free interest rate was based on the implied yield currently available in U.S. Treasury securities at maturity with an equivalent term. The Company has not declared or paid any dividends through December 31, 2023 and does not currently expect to do so in the future. For valuations where the Company had limited historical volatility information available, the expected volatility was based on a weighted average between the actual volatility for comparable public companies and the actual volatility for the Company, if shorter than the expected term of the options. The expected life under the Black-Scholes model was estimated using the simplified method or full remaining term, based on whether or not the participant was expected to exercise the option. The expected life under the Hull-White model was calculated as the average time to achieve the 2.8 x strike exercise price in the simulation. The following key assumptions were used in the option pricing models in computing the fair value of the stock options granted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ending December 31, ​ ​ 2023 ​ 2022 Risk-free interest rate ​ 3.5 to 5.4 % ​ 2.5 % Expected dividend yield ​ — % ​ — % Expected volatility ​ 78 to 79 % ​ 81 % Expected life (in years) ​ 0.8 to 10.0 ​ ​ 5.7 ​ ​ Restricted Stock Units 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, 2021 ​ 1,955 ​ $ 11.40 Granted ​ 3,059 ​ $ 10.76 Vested ​ ( 645 ) ​ $ 11.39 Forfeited ​ ( 439 ) ​ $ 11.84 Nonvested as of December 31, 2022 ​ 3,930 ​ $ 10.85 Granted 1 ​ 8,147 ​ $ 4.61 Vested ​ ( 1,676 ) ​ $ 10.26 Forfeited ​ ( 1,350 ) ​ $ 7.46 Nonvested as of December 31, 2023 1 ​ 9,051 ​ $ 5.85 Vested but not released ​ 62 ​ $ 3.49 Outstanding as of December 31, 2023 1 ​ 9,113 ​ $ 5.83 ​ ​ ​ ​ ​ ​ 1 Weighted average grant date fair value reflects the impact of modified awards . ​ The total fair value of RSUs vested during the years ended December 31, 2023 and 2022 was $ 8.9 million and $ 7.1 million, respectively. As of December 31, 2023, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 22.8 million, which is expected to be recognized over a period of 1.5 years. 121 Table of Contents Performance Stock Units The Company started granting performance stock units (“PSUs”) in 2023. The PSUs issued in 2023 are subject to market-based performance targets 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 such nonvested stock units 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 is satisfied. 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, 2022 ​ — ​ $ — Granted ​ 704 ​ $ 2.25 Nonvested as of December 31, 2023 ​ 704 ​ $ 2.25 ​ No PSUs vested during the year ended December 31, 2023. As of December 31, 2023, the Company’s unrecognized share-based compensation expense related to unvested PSUs was approximately $ 1.5 million, which is expected to be recognized over a period of 2.1 years. The grant date fair value for such nonvested stock units was estimated using a Monte Carlo simulation that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. The following assumptions were used for the grants: ​ ​ ​ ​ ​ Risk-free interest rate ​ 4.6 % Expected dividend yield ​ — % Expected volatility ​ 80 % Cost of equity ​ 14.1 % Expected life (in years) ​ 5.0 ​ ​ EVgo Management Holdings, LLC Incentive Units Following the Holdco Merger and prior to the CRIS Business Combination, all employees of EVgo Services received share-based compensation in the form of units in EVgo Management Holdings, LLC (“EVgo Management”) that 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, a portion was designated as time vesting (the “Time Vesting Incentive Units”) and the remaining portion 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. 122 Table of Contents 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. The Company has 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 has elected to account for forfeitures as they occur. As of December 31, 2023, the Company’s unrecognized share-based compensation expense related to unvested Time Vesting Incentive Units was approximately $ 0.5 million, which is expected to be recognized over a weighted average period of 1.0 years. As of December 31, 2023, unrecognized share-based compensation expense related to unvested Sale Vesting Incentive Units was approximately $ 8.0 million, which is contingent upon the occurrence of a sale event. The fair value of Incentive Units modified during the year ended December 31, 2023 were calculated using the Monte Carlo simulation model. Assumptions used in the valuation of the modified Incentive Units are as follows: ​ ​ ​ ​ ​ Risk-free interest rate ​ 4.5 % Discount for lack of marketability ​ 10 % Expected volatility ​ 76 % Time to exit (in years) ​ 3.4 ​ ​ 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, 2021 ​ 659 ​ $ 18.19 Vested ​ ( 123 ) ​ $ 17.08 Forfeited ​ ( 65 ) ​ $ 16.76 Nonvested as of December 31, 2022 ​ 471 ​ $ 18.68 Vested ​ ( 138 ) ​ $ 34.20 Forfeited ​ ( 81 ) ​ $ 34.69 Nonvested as of December 31, 2023 1 ​ 252 ​ $ 37.03 ​ ​ ​ ​ ​ ​ 1 Weighted average grant date fair value reflects the impact of modified awards . ​ ​ 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 at 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. 123 Table of Contents The following table sets forth the computation of basic and diluted net income loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in thousands, except per share data) ​ 2023 ​ 2022 Numerator ​ ​ ​ ​ ​ ​ Net loss $ ( 135,466 ) $ ( 106,240 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 93,039 ) ​ ( 78,665 ) Net loss attributable to Class A common stockholders ​ ​ ( 42,427 ) ​ ​ ( 27,575 ) Less: net loss attributable to participating securities ​ ​ ( 334 ) ​ ​ ( 285 ) Net loss attributable to Class A common stockholders, basic and diluted ​ $ ( 42,093 ) ​ $ ( 27,290 ) ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ ​ ​ ​ ​ Weighted average common stock outstanding ​ ​ 91,308 ​ ​ 69,433 Less: weighted average unvested Earnout Shares outstanding ​ ​ ( 719 ) ​ ​ ( 719 ) Weighted average common stock outstanding, basic and diluted ​ ​ 90,589 ​ ​ 68,714 ​ ​ ​ ​ ​ ​ ​ Net loss per share — basic and diluted ​ $ ( 0.46 ) ​ $ ( 0.40 ) ​ The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, RSUs, 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) ​ ​ 2023 ​ ​ 2022 Public Warrants ​ ​ 14,949 ​ ​ 14,949 Private Placement Warrants ​ ​ 3,149 ​ ​ 3,149 RSUs ​ ​ 9,051 ​ ​ 3,930 Stock options ​ ​ 1,058 ​ ​ 375 ​ ​ ​ 28,207 ​ ​ 22,403 ​ Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted EPS since their vesting threshold (i.e., the $ 15.00 Triggering Event) had not yet been met as of December 31, 2023 and 2022. All PSUs were excluded from the computation of diluted EPS since their service and market vesting conditions had not yet been met as of December 31, 2023. ​ Note 19 — Redeemable Noncontrolling Interest As of December 31, 2023 and 2022, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 65.5 % and a 73.6 % economic ownership interest, respectively, 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 65.4 % and 73.4 % voting 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). 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 124 Table of Contents 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). The following is a reconciliation of changes in redeemable noncontrolling interest: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance as of December 31, 2021 $ 1,946,252 Net loss attributable to redeemable noncontrolling interest ​ ​ ( 78,665 ) Equity-based compensation attributable to redeemable noncontrolling interest 1,878 Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end ( 994,239 ) Balance as of December 31, 2022 $ 875,226 Net loss attributable to redeemable noncontrolling interest ( 93,039 ) Equity-based compensation attributable to redeemable noncontrolling interest 3,770 Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end ( 84,993 ) Balance as of December 31, 2023 $ 700,964 ​ ​ ​ ​ 125 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable.