EVgo Inc. 10-Q

Item 1. Financial Statements. EVgo Inc. and Subsidiaries ​ Condensed Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 (in thousands) ​ (unaudited) ​ ​ ​ Assets ​ ​ ​ ​ Current assets ​ ​ ​ Cash, cash equivalents and restricted cash $ 162,736 ​ $ 209,146 Accounts receivable, net of allowance of $ 553 and $ 1,116 as of June 30, 2024 and December 31, 2023, respectively ​ 34,771 ​ 34,882 Accounts receivable, capital-build ​ 13,217 ​ 9,297 Prepaid expenses and other current assets ​ ​ 14,747 ​ ​ 14,081 Total current assets ​ 225,471 ​ 267,406 Property, equipment and software, net ​ 403,418 ​ 389,227 Operating lease right-of-use assets ​ ​ 79,444 ​ ​ 67,724 Other assets ​ 2,098 ​ 2,208 Intangible assets, net ​ 43,845 ​ 48,997 Goodwill ​ 31,052 ​ 31,052 Total assets ​ $ 785,328 ​ $ 806,614 ​ ​ ​ ​ ​ ​ ​ Liabilities, redeemable noncontrolling interest and stockholders’ equity (deficit) ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable ​ $ 16,165 ​ $ 10,133 Accrued liabilities ​ 38,742 ​ 40,549 Operating lease liabilities, current ​ ​ 6,484 ​ ​ 6,018 Deferred revenue, current ​ ​ 28,610 ​ ​ 32,349 Other current liabilities ​ 94 ​ 298 Total current liabilities ​ 90,095 ​ 89,347 Operating lease liabilities, noncurrent ​ ​ 73,239 ​ ​ 61,987 Earnout liability, at fair value ​ ​ 345 ​ ​ 654 Asset retirement obligations ​ 19,829 ​ 18,232 Capital-build liability ​ 41,479 ​ 35,787 Deferred revenue, noncurrent ​ 64,290 ​ 55,091 Warrant liabilities, at fair value ​ ​ 2,746 ​ ​ 5,141 Total liabilities ​ $ 292,023 ​ $ 266,239 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 9) ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents EVgo Inc. and Subsidiaries ​ Condensed Consolidated Balance Sheets (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 (in thousands, except share data) ​ (unaudited) ​ ​ ​ Redeemable noncontrolling interest ​ $ 479,710 ​ $ 700,964 ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity (deficit) ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized as of June 30, 2024 and December 31, 2023; none issued and outstanding ​ ​ — ​ ​ — Class A common stock, $ 0.0001 par value; 1,200,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 105,744,772 and 102,935,965 shares outstanding (excluding 718,750 shares subject to possible forfeiture) as of June 30, 2024 and December 31, 2023, respectively ​ ​ 11 ​ ​ 10 Class B common stock, $ 0.0001 par value; 400,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 195,800,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023 ​ ​ 20 ​ ​ 20 Additional paid-in capital ​ ​ 91,055 ​ ​ 87,928 Accumulated deficit ​ ​ ( 77,491 ) ​ ​ ( 248,547 ) Total stockholders’ equity (deficit) ​ 13,595 ​ ( 160,589 ) Total liabilities, redeemable noncontrolling interest and stockholders’ equity (deficit) ​ $ 785,328 ​ $ 806,614 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents ​ EVgo Inc. and Subsidiaries ​ Condensed Consolidated Statements of Operations (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, (in thousands, except per share data) ​ 2024 ​ 2023 ​ 2024 2023 Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charging, retail ​ $ 22,336 ​ $ 9,085 ​ $ 40,662 ​ $ 15,700 Charging, commercial ​ ​ 7,094 ​ ​ 2,418 ​ ​ 12,933 ​ ​ 4,133 Charging, OEM ​ ​ 3,638 ​ ​ 986 ​ ​ 6,370 ​ ​ 1,538 Regulatory credit sales ​ ​ 1,749 ​ ​ 1,613 ​ ​ 3,783 ​ ​ 2,828 Network, OEM ​ ​ 1,627 ​ ​ 742 ​ ​ 5,050 ​ ​ 3,441 Total charging network ​ ​ 36,444 ​ ​ 14,844 ​ ​ 68,798 ​ ​ 27,640 eXtend ​ ​ 27,667 ​ ​ 33,281 ​ ​ 46,818 ​ ​ 43,573 Ancillary ​ ​ 2,508 ​ ​ 2,427 ​ ​ 6,161 ​ ​ 4,639 Total revenue ​ 66,619 ​ 50,552 ​ 121,777 ​ 75,852 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charging network ​ ​ 23,979 ​ ​ 12,009 ​ ​ 43,489 ​ ​ 21,988 Other ​ ​ 25,093 ​ ​ 25,731 ​ ​ 43,541 ​ ​ 34,669 Depreciation, net of capital-build amortization ​ ​ 11,149 ​ ​ 7,283 ​ ​ 21,508 ​ ​ 13,625 Total cost of sales ​ ​ 60,221 ​ ​ 45,023 ​ ​ 108,538 ​ ​ 70,282 Gross profit ​ ​ 6,398 ​ ​ 5,529 ​ ​ 13,239 ​ ​ 5,570 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ General and administrative ​ ​ 33,827 ​ ​ 34,333 ​ ​ 68,053 ​ ​ 72,222 Depreciation, amortization and accretion ​ ​ 4,958 ​ ​ 4,783 ​ ​ 9,943 ​ ​ 9,567 Total operating expenses ​ ​ 38,785 ​ ​ 39,116 ​ ​ 77,996 ​ ​ 81,789 Operating loss ​ ​ ( 32,387 ) ​ ​ ( 33,587 ) ​ ​ ( 64,757 ) ​ ​ ( 76,219 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 2,064 ​ ​ 2,199 ​ ​ 4,337 ​ ​ 4,197 Other expense, net ​ ​ ( 8 ) ​ ​ ( 1 ) ​ ​ ( 17 ) ​ ​ — Change in fair value of earnout liability ​ ​ 101 ​ ​ 2,496 ​ ​ 309 ​ ​ 433 Change in fair value of warrant liabilities ​ ​ 677 ​ ​ 7,391 ​ ​ 2,395 ​ ​ 1,011 Total other income, net ​ ​ 2,834 ​ ​ 12,085 ​ ​ 7,024 ​ ​ 5,641 Loss before income tax expense ​ ​ ( 29,553 ) ​ ​ ( 21,502 ) ​ ​ ( 57,733 ) ​ ​ ( 70,578 ) Income tax expense ​ ​ ( 57 ) ​ ​ ( 37 ) ​ ​ ( 70 ) ​ ​ ( 42 ) Net loss ​ ​ ( 29,610 ) ​ ​ ( 21,539 ) ​ ​ ( 57,803 ) ​ ​ ( 70,620 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 19,233 ) ​ ​ ( 14,513 ) ​ ​ ( 37,593 ) ​ ​ ( 50,518 ) Net loss attributable to Class A common stockholders ​ $ ( 10,377 ) ​ $ ( 7,026 ) ​ $ ( 20,210 ) ​ $ ( 20,102 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share to Class A common stockholders, basic and diluted ​ $ ( 0.10 ) ​ $ ( 0.08 ) ​ $ ( 0.19 ) ​ $ ( 0.25 ) The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 9 Table of Contents EVgo Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (Deficit) For the Six Months Ended June 30, 2024 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ ​ Class A Common Stock ​ Class B Common Stock ​ Paid-In ​ Accumulated ​ Stockholders’ (in thousands) ​ Shares ​ Amount Shares ​ Amount Capital Deficit Equity (Deficit) Balance, December 31, 2023 ​ 102,936 $ 10 ​ 195,800 $ 20 $ 87,928 $ ( 248,547 ) $ ( 160,589 ) ​ Share-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 4,831 ​ ​ — ​ ​ 4,831 ​ Issuance of Class A common stock under share-based compensation plans ​ 2,501 ​ ​ 1 ​ — ​ ​ — ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ Net loss¹ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 9,833 ) ​ ​ ( 9,833 ) ​ Redeemable noncontrolling interest adjustment to fair value ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 191,266 ​ ​ 191,266 Balance, March 31, 2024 ​ 105,437 ​ ​ 11 ​ 195,800 ​ ​ 20 ​ ​ 92,758 ​ ​ ( 67,114 ) ​ ​ 25,675 ​ Share-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 5,692 ​ ​ — ​ ​ 5,692 ​ Issuance of Class A common stock under share-based compensation plans ​ 308 ​ ​ 0 ​ — ​ ​ — ​ ​ 0 ​ ​ — ​ ​ — ​ Net loss² ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 10,377 ) ​ ​ ( 10,377 ) ​ Redeemable noncontrolling interest adjustment to fair value ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 7,395 ) ​ ​ — ​ ​ ( 7,395 ) Balance, June 30, 2024 ​ 105,745 ​ $ 11 ​ 195,800 ​ $ 20 ​ $ 91,055 ​ $ ( 77,491 ) ​ $ 13,595 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 Excludes $ 18.4 million of net loss attributable to redeemable noncontrolling interest. 2 Excludes $ 19.2 million of net loss attributable to redeemable noncontrolling interest. ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 10 Table of Contents EVgo Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (Deficit) For the Six Months Ended June 30, 2023 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ — ​ ​ — ​ — ​ ​ — ​ ​ 5,797 ​ ​ — ​ ​ 5,797 ​ Issuance of Class A common stock under share-based compensation plans ​ 1,156 ​ ​ 0 ​ — ​ ​ — ​ ​ 0 ​ ​ — ​ ​ — ​ Net loss¹ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 13,076 ) ​ ​ ( 13,076 ) ​ Redeemable noncontrolling interest adjustment to fair value ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 23,330 ) ​ ​ ( 662,282 ) ​ ​ ( 685,612 ) Balance, March 31, 2023 ​ 71,404 ​ ​ 7 ​ 195,800 ​ ​ 20 ​ ​ — ​ ​ ( 1,051,018 ) ​ ​ ( 1,050,991 ) ​ Share-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 8,255 ​ ​ — ​ ​ 8,255 ​ Issuance of Class A common stock under the equity offering, net of issuance costs ​ 30,123 ​ ​ 3 ​ — ​ ​ — ​ ​ 123,413 ​ ​ — ​ ​ 123,416 ​ 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 ​ 178 ​ ​ 0 ​ — ​ ​ — ​ ​ 0 ​ ​ — ​ ​ — ​ Net loss² ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 7,026 ) ​ ​ ( 7,026 ) ​ Redeemable noncontrolling interest adjustment to fair value ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 137,414 ) ​ ​ 865,404 ​ ​ 727,990 Balance, June 30, 2023 ​ 102,594 ​ $ 10 ​ 195,800 ​ $ 20 ​ $ — ​ $ ( 192,640 ) ​ $ ( 192,610 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ . ​ ​ ​ ​ ​ ​ 1 Excludes $ 36.0 million of net loss attributable to redeemable noncontrolling interest. 2 Excludes $ 14.5 million of net loss attributable to redeemable noncontrolling interest. ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 11 Table of Contents EVgo Inc. and Subsidiaries ​ Condensed Consolidated Statements of Cash Flows (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ June 30, (in thousands) ​ 2024 2023 Cash flows from operating activities ​ ​ ​ Net loss ​ $ ( 57,803 ) ​ $ ( 70,620 ) Adjustments to reconcile net loss to net cash used in operating activities ​ ​ ​ ​ ​ Depreciation, amortization and accretion ​ 31,451 ​ ​ 23,192 Net loss on disposal of property and equipment, net of insurance recoveries, and impairment expense ​ 5,497 ​ ​ 6,008 Share-based compensation ​ 10,103 ​ ​ 14,922 Change in fair value of earnout liability ​ ​ ( 309 ) ​ ​ ( 433 ) Change in fair value of warrant liabilities ​ ​ ( 2,395 ) ​ ​ ( 1,011 ) Other ​ ​ 5 ​ ​ ( 155 ) Changes in operating assets and liabilities ​ ​ ​ ​ ​ Accounts receivable, net ​ 112 ​ ​ ( 11,422 ) Prepaid expenses, other current assets and other assets ​ 1,324 ​ ​ 3,779 Operating lease assets and liabilities, net ​ ​ ( 3 ) ​ ​ 642 Accounts payable ​ 6,130 ​ ​ ( 2,872 ) Accrued liabilities ​ ( 5,764 ) ​ ​ 2,925 Deferred revenue ​ ​ 5,461 ​ ​ 12,458 Other current and noncurrent liabilities ​ ( 335 ) ​ ​ 62 Net cash used in operating activities ​ ( 6,526 ) ​ ​ ( 22,525 ) Cash flows from investing activities ​ ​ ​ ​ ​ Capital expenditures ​ ​ ( 45,267 ) ​ ​ ( 100,057 ) Proceeds from insurance for property losses ​ ​ 152 ​ ​ 159 Net cash used in investing activities ​ ( 45,115 ) ​ ​ ( 99,898 ) Cash flows from financing activities ​ ​ ​ ​ ​ Proceeds from issuance of Class A common stock under the ATM ​ ​ — ​ ​ 5,828 Proceeds from issuance of Class A common stock under the equity offering ​ ​ — ​ ​ 128,023 Proceeds from capital-build funding ​ 6,139 ​ ​ 4,256 Payments of deferred debt issuance costs ​ ​ ( 908 ) ​ ​ — Payments of deferred equity issuance costs ​ ​ — ​ ​ ( 4,751 ) Net cash provided by financing activities ​ 5,231 ​ ​ 133,356 Net (decrease) increase in cash, cash equivalents and restricted cash ​ ( 46,410 ) ​ ​ 10,933 Cash, cash equivalents and restricted cash, beginning of period ​ 209,146 ​ ​ 246,493 Cash, cash equivalents and restricted cash, end of period ​ $ 162,736 ​ $ 257,426 ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of noncash investing and financing activities ​ ​ ​ ​ ​ Fair value adjustment to redeemable noncontrolling interest ​ $ 183,871 ​ $ 42,378 Capital expenditures in accounts payable and accrued liabilities ​ $ 17,979 ​ $ 20,827 Non-cash increase in capital-build liability ​ $ 9,788 ​ $ 7,448 Deferred debt issuance costs in accounts payable and accrued liabilities ​ $ 1,274 ​ $ — Non-cash increase in asset retirement obligations ​ $ 848 ​ $ 2,005 Share-based compensation capitalized to property, equipment and software ​ $ 630 ​ $ — Deferred equity issuance costs in accounts payable and accrued liabilities ​ $ — ​ $ 168 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 12 Table of Contents EVgo Inc. and Subsidiaries ​ Notes to Condensed Consolidated Financial Statements (unaudited) ​ 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, 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 is held by EVgo OpCo and continues 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 shareholder, 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 June 30, 2024 and December 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing 64.8 % and 65.4 %, respectively, of the total outstanding EVgo OpCo Units and an equal number of shares of the Company’s Class B common stock. As of June 30, 2024 and December 31, 2023, the shares of the Company’s Class B common stock 13 Table of Contents held by EVgo Holdings and the shares of the Company’s Class A common stock held by EVgo Member Holdings collectively represented a voting interest of 66.7 % and 67.4 %, respectively, in the Company. 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 condensed consolidated financial statements are unaudited and are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. References to GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation. These condensed consolidated financial statements include all adjustments considered necessary, in the opinion of management, for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of stockholders’ equity (deficit) and condensed consolidated statements of cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 or any other period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 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 condensed consolidated financial statements at the balance sheet date and/or required to be disclosed in the notes to the condensed consolidated financial statements. The Company has evaluated subsequent events accordingly. Use of Estimates The preparation of EVgo’s condensed consolidated financial statements requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities. Significant estimates made by management include, but are not limited to, variable consideration estimates and stand-alone selling prices for performance obligations for revenue, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, the fair value of operating lease right-of-use (“ROU”) assets and liabilities, share-based compensation, earnout liability, and warrant liabilities. Management bases these estimates on its historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results experienced may vary materially and adversely from EVgo’s estimates. Revisions to estimates are recognized prospectively. Concentration of Business and Credit Risk The Company maintains its cash accounts in commercial banks. Cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation up to $ 250,000 . A portion of deposit balances 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. 14 Table of Contents The Company had three customers that collectively comprised 54.3 % of the Company’s total net accounts receivable as of June 30, 2024. The Company had two customers that collectively comprised 45.7 % of the Company’s total net accounts receivable as of December 31, 2023. For the three months ended June 30, 2024 and June 30, 2023, one customer represented 41.5 % and 65.7 % of total revenue, respectively. For the six months ended June 30, 2024 and June 30, 2023, one customer represented 38.3 % and 57.3 % of total revenue, respectively. For the three months ended June 30, 2024 and June 30, 2023, two vendors collectively provided 93.5 % and 84.7 % of EVgo’s total charging equipment, respectively. For the six months ended June 30, 2024 and June 30, 2023, two vendors collectively provided 89.5 % and 85.2 % of EVgo’s total charging equipment, respectively. Reclassifications The Company has made certain reclassifications to prior period amounts to conform to the current period presentation. 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 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 condensed consolidated balance sheets, of $ 0.7 million as of June 30, 2024 and December 31, 2023, 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 $ 1.6 million and $ 2.7 million were included in accounts receivable, net, on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively. 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. The Company has not identified any contracts, hedging relationships or 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 15 Table of Contents 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 is designed to increase 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. In March 2024, the FASB issued ASU 2024-01, ASC Subtopic 718 “ Compensation – Stock Compensation ” (“ASU 2024-01”) to provide illustrative examples to determine whether profits interest awards are share-based payment arrangements in the scope of ASC 718, or cash bonus or profit-sharing arrangements in the scope of ASC 710, Compensation . ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods and should be applied either retrospectively to all prior periods presented or prospectively to profits interest and similar awards granted or modified on or after the date at which the amendments are first applied. Early adoption is permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. Note 3 – Revenue Recognition The following table provides information about contract assets and liabilities from contracts with customers as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ Change (dollars in thousands) ​ 2024 2023 ​ $ % Contract assets ​ $ 2,942 ​ $ 1,191 ​ $ 1,751 ​ 147 % Contract liabilities ​ $ 92,900 ​ $ 87,440 ​ $ 5,460 ​ 6 % ​ As of June 30, 2024 there was $ 2.9 million in contract assets compared to $ 1.2 million as of December 31, 2023. 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 June 30, 2024 increased $ 5.5 million, or 6 %, to $ 92.9 million compared to $ 87.4 million as of December 31, 2023. 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: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance as of December 31, 2023 ​ $ 87,440 Additions ​ 66,777 Recognized in revenue ​ ​ ( 60,649 ) Marketing activities recognized on a net basis ​ ( 668 ) Balance as of June 30, 2024 ​ $ 92,900 ​ 16 Table of Contents Revenues include the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, June 30, (in thousands) ​ 2024 2023 2024 ​ 2023 Amounts included in the beginning of period contract liabilities balance ​ $ 4,474 ​ $ 2,560 ​ $ 16,885 ​ $ 6,560 Amounts associated with performance obligations satisfied in previous periods ​ $ — ​ $ — ​ $ 42 ​ $ 25 ​ It is anticipated that deferred revenue as of June 30, 2024 will be recognized in the following periods ending December 31: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2024 ​ $ 7,521 2025 ​ 26,377 2026 ​ 15,788 2027 ​ ​ 24,163 ​ ​ $ 73,849 ​ 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 June 30, 2024 and December 31, 2023, there was $ 19.1 million and $ 26.4 million, respectively, in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed 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 $ 40.0 million for leases where the Company has not yet taken possession of the underlying asset as of June 30, 2024. As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of June 30, 2024. 17 Table of Contents The Company’s lease costs consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, (in thousands) ​ 2024 ​ 2023 ​ 2024 2023 Operating lease costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charging network cost of sales ​ $ 2,721 ​ $ 1,472 ​ $ 5,150 ​ $ 2,791 General and administrative expenses ​ ​ 1,099 ​ ​ 1,221 ​ ​ 2,173 ​ ​ 2,440 Variable lease costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charging network cost of sales ​ ​ 667 ​ ​ 778 ​ ​ 1,113 ​ ​ 817 General and administrative expenses ​ ​ 42 ​ ​ 21 ​ ​ 66 ​ ​ 57 Short-term lease costs ​ ​ — ​ ​ 26 ​ ​ — ​ ​ 59 ​ ​ $ 4,529 ​ $ 3,518 ​ $ 8,502 ​ $ 6,164 ​ As of June 30, 2024, the maturities of operating lease liabilities for the periods ending December 31, were as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ 2024 ​ $ 6,494 2025 ​ ​ 13,817 2026 ​ ​ 13,278 2027 ​ ​ 12,745 2028 ​ ​ 12,490 Thereafter ​ ​ 61,033 Total undiscounted operating lease payments ​ ​ 119,857 Less: imputed interest ​ ​ ( 40,134 ) Total discounted operating lease liabilities ​ $ 79,723 ​ Other supplemental and cash flow information consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, (dollars in thousands) ​ 2024 ​ 2023 Weighted-average remaining lease term (in years) ​ ​ 8.9 ​ ​ ​ 8.8 ​ Weighted-average discount rate ​ ​ 9.4 % ​ ​ 9.3 % Cash paid for amounts included in measurement of operating lease liabilities ​ $ 3,800 ​ ​ $ 2,246 ​ ROU assets obtained in exchange for new operating lease liabilities ​ $ 12,656 ​ ​ $ 4,107 ​ ​ 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 ten years and may contain renewal options . Because 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 condensed consolidated balance sheets. 18 Table of Contents The Company’s operating lease income consisted of the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, (in thousands) ​ 2024 ​ 2023 ​ 2024 2023 Operating lease income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charging, commercial revenue ​ $ 746 ​ $ 534 ​ $ 1,309 ​ $ 992 Sublease income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ancillary revenue ​ 213 ​ ​ 267 ​ ​ 480 ​ ​ 534 ​ $ 959 ​ $ 801 ​ $ 1,789 ​ $ 1,526 ​ As of June 30, 2024, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the periods ending December 31, were as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2024 ​ $ 821 2025 ​ ​ 1,326 2026 ​ ​ 910 2027 ​ ​ 667 2028 ​ ​ 334 ​ ​ $ 4,058 ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, (in thousands) ​ 2024 ​ 2023 Charging station equipment and construction costs ​ $ 5,493 ​ $ 5,941 Less: accumulated depreciation ​ ​ ( 1,495 ) ​ ​ ( 1,307 ) Property, equipment and software, net ​ $ 3,998 ​ $ 4,634 ​ ​ ​ ​ ​ ​ ​ Operating lease ROU assets ​ $ 11,016 ​ $ 11,764 ​ ​ ​ Note 5 – Property, Equipment and Software, Net Property, equipment and software, net, consisted of the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, (in thousands) ​ 2024 2023 Charging station installation costs ​ $ 233,571 ​ $ 198,513 Charging station equipment ​ 153,244 ​ 130,232 Construction in process ​ ​ 76,399 ​ ​ 91,803 Charging equipment ​ 37,381 ​ 38,473 Software ​ ​ 22,018 ​ ​ 20,743 Office equipment, vehicles and other ​ 1,852 ​ 1,801 Total property, equipment and software ​ 524,465 ​ 481,565 Less accumulated depreciation and amortization ​ ( 121,047 ) ​ ( 92,338 ) Property, equipment and software, net ​ $ 403,418 ​ $ 389,227 ​ 19 Table of Contents Depreciation, amortization, impairment expense and loss on disposal of property and equipment, net of insurance recoveries, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, (in thousands) 2024 2023 2024 ​ 2023 Cost of sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation of property and equipment ​ $ 13,379 ​ $ 8,915 ​ $ 25,754 ​ $ 16,886 Amortization of capital-build liability ​ ​ ( 2,230 ) ​ ​ ( 1,632 ) ​ ​ ( 4,246 ) ​ ​ ( 3,261 ) General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation of property and equipment ​ ​ 139 ​ ​ 124 ​ ​ 256 ​ ​ 250 Amortization of software ​ ​ 1,795 ​ ​ 1,213 ​ ​ 3,653 ​ ​ 2,428 Impairment expense ​ ​ 1,756 ​ ​ 2,392 ​ ​ 4,061 ​ ​ 5,825 Loss on disposal of property and equipment, net of insurance recoveries ​ ​ 1,001 ​ ​ ( 9 ) ​ ​ 1,436 ​ ​ 18 ​ ​ $ 15,840 ​ $ 11,003 ​ $ 30,914 ​ $ 22,146 ​ ​ ​ ​ Note 6 – Intangible Assets, Net Intangible assets, net, consisted of the following as of June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Gross ​ ​ ​ ​ Net ​ Average ​ ​ Carrying ​ Accumulated ​ Carrying ​ Amortization (in thousands) Amount Amortization Value Period Site Host relationships ​ $ 41,500 ​ $ ( 15,423 ) ​ $ 26,077 7.6 years Customer relationships ​ 19,000 ​ ( 17,563 ) ​ 1,437 0.6 years Developed technology ​ 14,000 ​ ( 4,163 ) ​ 9,837 10.0 years User base ​ ​ 11,000 ​ ( 8,183 ) ​ ​ 2,817 ​ 1.1 years Trade name ​ 5,000 ​ ( 1,323 ) ​ 3,677 12.0 years ​ ​ $ 90,500 ​ $ ( 46,655 ) ​ $ 43,845 ​ ​ ​ ​ Amortization of intangible assets was $ 2.5 million and $ 2.9 million for the three months ended June 30, 2024 and 2023, respectively. Amortization of intangible assets was $ 5.2 million and $ 5.8 million for the six months ended June 30, 2024 and 2023, respectively. ​ Note 7 – 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: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance as of December 31, 2023 ​ $ 18,232 Liabilities incurred ​ 848 Accretion expense ​ 882 Liabilities settled ​ ( 133 ) Balance as of June 30, 2024 ​ $ 19,829 ​ ​ ​ 20 Table of Contents Note 8 – Equity 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 $ 200.0 million of shares of Class A common stock in “at the market” transactions at prevailing market prices (the “ATM Program”). As of June 30, 2024, the Company had $ 183.5 million of remaining capacity under the ATM Program. Note 9 – 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 includes customary events of default such as those resulting from insolvency, material breaches, and extended unexcused noncompliance, in each case subject to applicable notice and cure periods and other customary limitations on the parties’ ability to seek available remedies, including early termination. Additional provisions that may permit or cause early termination include the Pilot Company’s right to terminate after 1,000 stalls have been completed, the inability of EVgo to secure certain chargers and a material increase in the price of chargers due to a change in law. If the Pilot Company elects to terminate the Pilot Infrastructure Agreement after 1,000 stalls have been completed, the Pilot Company must pay EVgo a termination fee per stall for those not built; such fee varies based on the number of stalls already built. If EVgo is wholly or partially unable to perform its obligations under the Pilot Infrastructure Agreement due to certain circumstances outside its control, including delays by permitting authorities and utilities or certain force majeure events, such inability will not be considered a breach or default under the Pilot Infrastructure Agreement. 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. Similar to the Pilot Infrastructure Agreement, the Pilot O&M includes customary events of default and related remedies. Delta Charger Supply Agreement and Purchase Order On July 12, 2022, EVgo entered into a General Terms and Conditions for Sale of EV Charger Products (the “Delta Charger Supply Agreement”) with Delta Electronics, Inc. (“Delta”), including an initial purchase order (the “Purchase Order”), pursuant to which EVgo will purchase and Delta will sell EV chargers manufactured by Delta in specified quantities at certain delivery dates. EVgo expects to use a portion of the chargers purchased under the Purchase Order 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 . T he Purchase Order was amended in August 2023 to provide for certain Delta chargers to be manufactured in Delta’s facility in Plano, Texas rather than in Taiwan. 21 Table of Contents 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, provide for a payment of $ 7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and additional payments for changes to GM’s charger branding, 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, 55 % of which were required to be and were installed by June 30, 2024. 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, and delays associated with industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and landowners, and supply chain issues. Nissan Agreements 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. Until March 1, 2024, in the event a participant did not use the entire amount of the allocated charging credit or if the annual charging credit pool was not exhausted within a specific period, a portion of the remaining dollar value of such credit rolled over to subsequent periods, and a portion was retained by the Company. After March 1, 2024, Nissan is required to make additional payments to the extent needed to support charging credits for new enrollees, and unused funds from such additional payments will be returned to Nissan at the end of the term. For Nissan EV purchasers or lessees receiving unlimited charging, the Company receives an upfront activation fee for each purchaser or 22 Table of Contents 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 waived penalties for installation delays relating to program year one. The contract is accounted for under 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 June 30, 2024, EVgo had $ 29.0 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, of which $ 25.3 million were short-term in nature. During the three months ended June 30, 2024, EVgo also entered into a $ 3.4 million commitment for consulting services, which are short-term in nature. In certain instances, EVgo is permitted to cancel, reschedule or adjust these orders. ​ Note 10 – 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). 23 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 (in thousands) Level Balance Level Balance Cash equivalents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ 1 ​ $ 146,125 ​ 1 ​ $ 186,125 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnout liability ​ 3 ​ $ 345 ​ 3 ​ $ 654 Warrant liability – Public Warrants ​ 1 ​ ​ 2,266 ​ 1 ​ ​ 4,245 Warrant liability – Private Placement Warrants ​ 3 ​ ​ 480 ​ 3 ​ ​ 896 Total liabilities ​ ​ ​ ​ $ 3,091 ​ ​ ​ ​ $ 5,795 ​ The earnout liability was valued using a Monte Carlo simulation methodology. Assumptions used in the valuation of the earnout liability were as follows as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 Stock price $ 2.45 $ 3.58 Risk-free interest rate ​ ​ 4.7 % ​ ​ 4.1 % Expected restriction period (in years) ​ ​ 2.0 ​ ​ ​ 2.5 ​ Expected volatility ​ ​ 79 % ​ ​ 63 % Dividend rate ​ ​ — % ​ ​ — % ​ The warrants are accounted for as liabilities in accordance with ASC 815, Derivatives and Hedging , and are presented as warrant liabilities on the condensed 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 condensed consolidated statements of operations. The closing price of the Public Warrants was used as its fair value as of each relevant date. As of June 30, 2024, the Private Placement Warrants were valued using a Monte Carlo simulation methodology, which is considered a Level 3 fair value measurement. Assumptions used in the valuation of the Private Placement Warrant liability using the Monte Carlo simulation methodology are as follows as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 ​ 2023 Stock price $ 2.45 $ 3.58 Risk-free interest rate ​ ​ 4.7 % ​ ​ 4.1 % Expected term (in years) ​ ​ 2.0 ​ ​ ​ 2.5 ​ Expected volatility ​ ​ 79 % ​ ​ 63 % Dividend rate ​ ​ — % ​ ​ — % Exercise price ​ $ 11.50 ​ ​ $ 11.50 ​ ​ The following table presents a reconciliation for all liabilities measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ ​ Placement ​ ​ Earnout ​ Warrant (in thousands) ​ Liability ​ Liability Fair value as of December 31, 2023 $ 654 $ 896 Change in fair value of liability ​ ​ ( 309 ) ​ ​ ( 416 ) Fair value as of June 30, 2024 ​ $ 345 ​ $ 480 ​ 24 Table of Contents 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 June 30, 2024 and December 31, 2023. ​ ​ Note 11 – 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. The Company’s provision for income taxes and effective tax rates reflect the impact of a full valuation allowance on its deferred tax assets and a significant portion of income (loss) being allocated to a nontaxable partnership. In assessing the realization of its 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 June 30, 2024 and December 31, 2023 . The Company files a U.S. federal income tax return and income tax returns in various state and local jurisdictions and is subject to examination by the various taxing authorities for all periods since its inception. As of June 30, 2024 and December 31, 2023, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties. ​ Note 12 – 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. As of June 30, 2024, no transactions have 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. ​ 25 Table of Contents Note 13 – Share-Based Compensation The following table sets forth the Company’s total share-based compensation expense in the Company’s condensed consolidated statements of operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, (in thousands) 2024 ​ 2023 ​ 2024 2023 Other cost of sales ​ $ 111 $ 41 $ 198 $ 63 General and administrative expenses ​ ​ 5,291 ​ ​ 8,454 ​ ​ 9,905 ​ ​ 14,859 Total share-based compensation expense ​ $ 5,402 ​ $ 8,495 ​ $ 10,103 ​ $ 14,922 ​ 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 June 30, 2024, there were 12,452,473 shares of Class A common stock remaining available for grant. The nonvested performance-based restricted stock units (“PSUs”) previously issued under the 2021 Incentive Plan are subject to under- and over-achievement thresholds. The number of shares remaining available for grant as disclosed in this paragraph was determined based on the number of PSUs whose vesting conditions were considered probable of achievement as of June 30, 2024. Stock Options The following table summarizes stock option activity under the 2021 Incentive Plan for the six months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Shares ​ Weighted ​ Average ​ ​ ​ ​ ​ Underlying Average Remaining Aggregate (shares in thousands) ​ Options ​ Exercise Price ​ Contractual Life ​ Intrinsic Value Outstanding as of December 31, 2023 1,058 ​ $ 8.66 ​ 7.6 years ​ $ — Forfeited ​ ​ ( 209 ) ​ $ 10.18 ​ ​ ​ ​ ​ ​ Expired ​ ​ ( 282 ) ​ $ 8.74 ​ ​ ​ ​ ​ ​ Outstanding as of June 30, 2024 ​ ​ 567 ​ $ 7.87 ​ ​ 7.7 years ​ $ — Exercisable as of June 30, 2024 ​ ​ 228 ​ $ 9.90 ​ ​ 5.9 years ​ $ — ​ As of June 30, 2024, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 0.5 million, which is expected to be recognized over a period of 1.3 years. No stock options were granted or exercised during the six months ended June 30, 2024. 26 Table of Contents Restricted Stock Units Service-Based Awards The table below represents the Company’s restricted stock unit (“RSU”) activity under the 2021 Incentive Plan during the six months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date (shares in thousands) ​ Shares Fair Value Nonvested as of December 31, 2023 9,051 ​ $ 5.85 Granted ​ ​ 8,514 ​ $ 2.55 Vested ​ ​ ( 2,809 ) ​ $ 6.59 Forfeited ​ ​ ( 1,482 ) ​ $ 4.31 Nonvested as of June 30, 2024 ​ ​ 13,274 ​ $ 3.75 Vested but not released ​ ​ 19 ​ ​ ​ Outstanding as of June 30, 2024 ​ ​ 13,293 ​ ​ ​ ​ ​ ​ The total fair value of RSUs vested during the six months ended June 30, 2024 was $ 6.7 million. As of June 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 28.5 million, which is expected to be recognized over a period of 1.6 years . Market-Based Awards The Company has granted certain nonvested market-based restricted stock units (“MSUs”), which are subject to market-based performance targets related to the attainment of certain stock price levels in order for these units to vest. Vesting is also subject to continued service requirements through the vesting date over a period of three years from the date of grant. Compensation expense for 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 has been satisfied. The table below represents the Company’s MSU activity under the 2021 Incentive Plan for the six months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date (shares in thousands) ​ Shares Fair Value Nonvested as of December 31, 2023 704 ​ $ 2.25 Granted ​ ​ 317 ​ $ 2.29 Forfeited ​ ​ ( 83 ) ​ $ 2.50 Nonvested as of June 30, 2024 ​ ​ 938 ​ $ 2.24 ​ No MSUs vested during the six months ended June 30, 2024. 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 issued during the six months ended June 30, 2024. ​ ​ ​ ​ ​ ​ Risk-free interest rate ​ 3.9 to 4.0 % Expected dividend yield ​ ​ — % Expected volatility ​ ​ 85 to 88 % Cost of equity ​ ​ 13.6 % Remaining time to performance period end date (in years) ​ ​ 5.0 to 5.2 ​ ​ 27 Table of Contents As of June 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested MSUs was approximately $ 1.5 million, which is expected to be recognized over a period of 1.7 years. Performance-Based Awards The Company has granted certain PSUs, which vest based on the achievement of certain performance-based vesting conditions and subject to a three-year service condition. The number of shares that may ultimately vest with respect to each award may range from 0 % up to 156 % of the target number of shares based on the achievement of certain performance-based vesting conditions related to stall counts and Adjusted EBITDA over a one year period and a relative total stockholder return (“rTSR”) performance relative to the rTSR of a select group of companies in the Clean Edge Green Energy Index over a three year period. The maximum number of PSUs that may vest is determined based on actual Company achievement and vest over a three-year period subject to continuous service through the three-year period and achievement of the performance conditions. Compensation expense is recognized when performance targets are defined, the grant date is established, and it is considered probable that the performance objectives will be met. The fair value of the PSUs was calculated based on the closing price of the Company’s Class A common stock on the grant date. The table below represents the Company’s PSU activity under the 2021 Incentive Plan for the six months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date (shares in thousands) ​ Shares Fair Value Nonvested as of December 31, 2023 — ​ $ — Granted ​ ​ 1,808 ​ $ 2.90 Forfeited ​ ​ ( 250 ) ​ $ 2.90 Nonvested as of June 30, 2024 ​ ​ 1,558 ​ $ 2.90 ​ No PSUs vested during the six months ended June 30, 2024. As of June 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested PSUs was approximately $ 4.0 million, which is contingent upon meeting the performance objectives. ​ EVgo Management Holdings, LLC Incentive Units Following the Holdco Merger and prior to the CRIS Business Combination, all employees of EVgo Services employed at that time received share-based compensation in the form of units in EVgo Management Holdings, LLC (“EVgo Management”) designed to track incentive units issued by EVgo Holdings to EVgo Management (“Incentive Units”). Of each individual grant of Incentive Units, 65 % of the grant was designated as time vesting (the “Time Vesting Incentive Units”) and the remaining 35 % of the grant was designated as sale vesting (the “Sale Vesting Incentive Units”). The Time Vesting Incentive Units vest annually and equally over a period of four years from the date of grant. Sale Vesting Incentive Units vest based upon the achievement of certain trigger events relating to the sale of EVgo Holdings. Presented below is a summary of the activity of the Company’s Incentive Units during the six months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Grant Date (units in thousands) ​ Units Fair Value Nonvested as of December 31, 2023 ​ 252 ​ $ 37.03 Vested ​ ​ ( 57 ) ​ $ 15.56 Forfeited ​ ​ ( 132 ) ​ $ 52.40 Nonvested as of June 30, 2024 ​ ​ 63 ​ $ 24.48 ​ 28 Table of Contents As of June 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested Time Vesting Incentive Units was approximately $ 0.2 million, which is expected to be recognized over a period of 0.6 years. ​ ​ Note 14 – Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, (in thousands, except per share data) ​ 2024 ​ 2023 ​ 2024 2023 Numerator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss $ ( 29,610 ) $ ( 21,539 ) $ ( 57,803 ) $ ( 70,620 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 19,233 ) ​ ( 14,513 ) ​ ​ ( 37,593 ) ​ ( 50,518 ) Net loss attributable to Class A common stockholders ​ ​ ( 10,377 ) ​ ​ ( 7,026 ) ​ ​ ( 20,210 ) ​ ​ ( 20,102 ) Less: net loss attributable to participating securities ​ ​ ( 70 ) ​ ​ ( 59 ) ​ ​ ( 137 ) ​ ​ ( 183 ) Net loss attributable to Class A common stockholders, basic and diluted ​ $ ( 10,307 ) ​ $ ( 6,967 ) ​ $ ( 20,073 ) ​ $ ( 19,919 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common stock outstanding ​ ​ 106,303 ​ ​ 86,039 ​ ​ 105,849 ​ ​ 78,915 Less: weighted average unvested Earnout Shares outstanding ​ ​ ( 719 ) ​ ​ ( 719 ) ​ ​ ( 719 ) ​ ​ ( 719 ) Weighted average common stock outstanding, basic and diluted ​ ​ 105,584 ​ ​ 85,320 ​ ​ 105,130 ​ ​ 78,196 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share – basic and diluted ​ $ ( 0.10 ) ​ $ ( 0.08 ) ​ $ ( 0.19 ) ​ $ ( 0.25 ) ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ Three and Six Months Ended ​ ​ June 30, (in thousands) 2024 2023 Public Warrants ​ 14,949 ​ 14,949 Private Placement Warrants ​ 3,149 ​ 3,149 RSUs ​ 13,274 ​ 7,050 PSUs ​ 1,558 ​ — Stock options ​ 567 ​ 1,380 ​ ​ 33,497 ​ 26,528 ​ Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted EPS because their vesting threshold (i.e., the $ 15.00 triggering event) had not yet been met as of June 30, 2024 and 2023. There were approximately 0.9 million shares of MSUs that were excluded from the computation of diluted EPS as their market vesting conditions had not yet been met as of June 30, 2024. ​ Note 15 – Redeemable Noncontrolling Interest As of June 30, 2024 and December 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 64.9 % and a 65.5 % 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 that same number of shares of the Company’s Class B common stock, representing a 64.8 % and a 65.4 % 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, 29 Table of Contents 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 12). The EVgo OpCo Units held by EVgo Holdings have been classified as a redeemable noncontrolling interest in the Company. The cash redemption feature of the EVgo OpCo Units, together with a corresponding number of shares of Class B common stock, at the option of EVgo OpCo, is considered outside of the control of the Company. Therefore, in accordance with ASC Topic 480, Distinguishing Liabilities from Equity , the EVgo OpCo Units are classified as temporary equity in the Company’s condensed 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 the redeemable noncontrolling interest for the six months ended June 30, 2024: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance as of December 31, 2023 $ 700,964 Net loss attributable to redeemable noncontrolling interest ( 37,593 ) Equity-based compensation attributable to redeemable noncontrolling interest 210 Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end ( 183,871 ) Balance as of June 30, 2024 ​ $ 479,710 ​ ​ ​ ​ ​ ​ ​ 30 Table of Contents ​