What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-03-06 compared with 2024-03-06 · 324 added, 237 removed, 952 unchanged (37% of the section changed)

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.

We are a SRC as defined in Item 10(f)(1) of Regulation S-K.

As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item 7A.

Consolidated Financial Statements and Supplementary Data .

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Current assets

Cash, cash equivalents and restricted cash

Accounts receivable, net of allowance of $ 1,116 and $ 687 as of December 31, 2023 and 2022, respectively

Cash and cash equivalents

Restricted cash

Accounts receivable, net of allowance of $ 1,196 and $ 1,116 as of December 31, 2024 and 2023

Accounts receivable, capital-build

Prepaid expenses and other current assets

Prepaids and other current assets

Total current assets

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Operating lease right-of-use assets

Restricted cash

Intangible assets, net

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Deferred revenue, current

Customer deposits

Other current liabilities

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Warrant liabilities, at fair value

Other long-term liabilities

Total liabilities

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400,000,000 shares authorized as of December 31, 2024 and 2023;

195,800,000 shares issued and outstanding as of December 31, 2023 and 2022

172,800,000 and 195,800,000 shares issued and outstanding as of December 31, 2024 and 2023

Additional paid-in capital

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Total cost of sales

Gross profit (loss)

Operating expenses

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Operating loss

Interest expense

Interest income

Interest income, net

Other expense, net

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Total other income, net

Loss before income tax expense

Income tax expense

Loss before income tax benefit (expense)

Income tax benefit (expense)

net loss attributable to redeemable noncontrolling interest

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and Subsidiaries

Consolidated Statement of Stockholders’ Deficit

For the Year Ended December 31, 2023

Consolidated Statements of Stockholders’ Deficit

Class A Common Stock

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Balance, December 31, 2023

Excludes $ 93.0 million of net loss attributable to redeemable noncontrolling interest.

The accompanying notes are an integral part of these consolidated financial statements.

and Subsidiaries

Consolidated Statement of Stockholders’ Deficit

For the Year Ended December 31, 2022

Class A Common Stock

Class B Common Stock

Stockholders’

(in thousands)

Balance, December 31, 2021

( 1,358,358 )

( 1,358,331 )

Share-based compensation

Issuance of Class A common stock under the ATM, net of issuance costs

Issuance of Class A common stock under share-based compensation plans

Warrants exercised and release of warrant liability

Shares withheld for taxes

Redemption of Class B common stock and OpCo Units in exchange for Class A common stock

Redeemable noncontrolling interest adjustment to fair value

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Excludes $ 93.0 million of net loss attributable to redeemable noncontrolling interest.

Excludes $ 82.4 million of net loss attributable to redeemable noncontrolling interest.

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Cash Flows

Year Ended December 31,

(in thousands)

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Accounts receivable, net

Receivables from related parties

Prepaid expenses and other current assets and other assets

Prepaids and other current assets and other assets

Operating lease assets and liabilities, net

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Deferred revenue

Customer deposits

Other current and noncurrent liabilities

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Proceeds from insurance for property losses

Purchases of investments

Proceeds from sale of investments

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issuance of Class A common stock under the ATM

Proceeds from issuance of Class A common stock under the equity offering

Proceeds from capital-build funding

Proceeds from exercise of warrants

Payments of withholding tax on net issuance of restricted stock units

Contribution from redeemable noncontrolling interest

Payments of deferred debt issuance costs

Proceeds from issuance of Class A common stock under the equity offering

Proceeds from issuance of Class A common stock under the ATM

Payments of deferred equity issuance costs

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(in thousands)

Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets

Beginning of period

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash, beginning of period

End of period

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash, end of period

Supplemental disclosure of noncash investing and financing activities

Fair value adjustment to redeemable noncontrolling interest

Non-cash adjustments to redeemable noncontrolling interest

Non-cash increase in capital-build liability

Deferred debt issuance costs in accounts payable, accrued liabilities, other current liabilities and other liabilities

Capital expenditures in accounts payable and accrued liabilities

Non-cash increase in asset retirement obligations

Deferred debt issuance costs in accounts payable and accrued liabilities

Deferred equity issuance costs in accounts payable and accrued liabilities

Share-based compensation capitalized to property, equipment and software

The accompanying notes are an integral part of these consolidated financial statements.

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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”).

Following the CRIS Close Date, the combined company is organized in an “Up-C” structure in which the business of EVgo Holdco and its subsidiaries are held by EVgo OpCo and continue to operate through the subsidiaries of EVgo Holdco and in which the Company’s only direct assets consist of equity interests in Thunder Sub, and the only assets of Thunder Sub are the common units in EVgo OpCo (“EVgo OpCo Units”).

On May 22, 2023, in connection with an underwritten equity offering, EVgo Member Holdings, LLC, an affiliate of EVgo Holdings, the Company’s controlling stockholder, purchased 5,882,352 shares of the Company’s Class A common stock at the equity offering price of $ 4.25 per share.

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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.

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”).

On December 16, 2024, EVgo Inc.

entered into a stock and unit purchase agreement (“SPA”) with EVgo OpCo and EVgo Holdings.

Pursuant to the SPA, EVgo Inc.

and EVgo OpCo agreed to redeem from EVgo Holdings 23,000,000 units

of EVgo OpCo Units and 23,000,000 shares of EVgo Inc.’s Class B common stock, par value $ 0.0001 per share (“Class B Shares”).

In exchange for the EVgo OpCo Units and Class B Shares, EVgo Inc.

and EVgo OpCo agreed to transfer 23,000,000 newly issued shares of EVgo Inc.’s Class A common stock, par value $ 0.0001 per share (“New Class A Shares”).

The redemption was completed on December 17, 2024 (see Note 19).

On December 16, 2024, EVgo Inc.

entered into an underwriting agreement (the “Underwriting Agreement”) with J.P.

Morgan Securities LLC (“J.P.

Morgan”), Goldman Sachs & Co.

LLC, Morgan Stanley & Co.

LLC and Evercore Group L.L.C., as representatives of several underwriters (the “Underwriters”), and LS Affiliates, as selling stockholder, relating to an underwritten public offering (the “Secondary Offering”) of 23,000,000 Class A Shares at a public offering price of $ 5.00 per share.

Pursuant to the Underwriting Agreement, all 23,000,000 Class A Shares were sold by EVgo Holdings.

The number of Class A Shares issued pursuant to the Secondary Offering equaled the number of New Class A Shares issued to EVgo Holdings, pursuant to the redemption of their EVgo OpCo Units and Class B Shares.

The Company did not receive any of the proceeds from the sale of the Class A Shares in the Secondary Offering and transaction costs totaling $ 1.0 million were expensed as incurred.

The Secondary Offering closed on December 18, 2024.

Note 2 — Summary of Significant Accounting Policies

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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.

Significant estimates made by management include, but are not limited to, variable consideration estimates and stand-alone selling prices (“SSP”) for performance obligations for revenue, valuation allowances for deferred tax assets, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, and 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.

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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.

A portion of deposit balances are in excess of federal insurance limits.

The Company has not experienced any losses on such accounts.

The Company mitigates its risk with 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.

The Company had two customers that collectively comprised 41.7 % and 45.7 % of the Company’s total net accounts receivable as of December 31, 2024 and 2023, respectively.

For the years ended December 31, 2024 and 2023, one customer represented 33.5 % and 45.2 %, respectively of total revenue.

For the year ended December 31, 2024, two vendors provided 87.9 % of EVgo’s total charging equipment.

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

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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.

The Company had unused letters of credit, which were collateralized with cash classified as restricted cash on the Company's consolidated balance sheets of $ 0.4 million as of December 31, 2024, associated with the construction of its charging stations, and of $ 0.7 million as of December 31, 2023, associated with unused letters of credits related to the construction of its charging stations and one of its operating leases.

As of December 31, 2024, the Company had $ 2.8 million of restricted cash associated with a loan guarantee entered into with the U.S.

Department of Energy (“DOE”) (see Note 15).

The Company also had $ 0.1 million in restricted cash as of December 31, 2024 and 2023, related to a credit card agreement.

Accounts Receivable and Allowance for Doubtful Accounts

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Other accounts receivable of $ 2.4 million and $ 2.7 million were included in accounts receivable, net, on the consolidated balance sheets as of December 31, 2024 and 2023, respectively.

Unbilled contract receivables, for which performance obligations have been met, were $ 5.8 million and $ 1.5 million as of December 31, 2024 and 2023, respectively.

Deferred Equity Issuance Costs

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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.

As of December 31, 2024 and 2023, the Company had capitalized $ 0.8 million of deferred equity issuance costs in prepaids and other current assets on the consolidated balance sheets.

Debt Issuance Costs

The Company capitalizes debt issuance costs, which consist primarily of arrangement fees and professional fees.

Debt issuance costs are presented as assets on our consolidated balance sheets and are included in prepaids and other current assets and other assets.

Debt issuance costs are amortized utilizing the straight-line method over the term of the debt.

Amortization of debt issuance costs, net of capitalized interest, is included in interest income, net, in the consolidated statements of operations for the year ended December 31, 2024 as the amounts are de minimis.

As of December 31, 2024, $ 23.2 million in deferred issuance costs was capitalized in connection with the DOE Loan, with annual amortization of approximately $ 1.4 million until maturity of the loan.

Cloud Implementation Costs

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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.

Property and equipment includes charging stations and other technical installations, construction in process, and charging stations and related equipment, which are stated at cost or at fair value as of the date of acquisition less accumulated depreciation and amortization.

Depreciation for property, equipment and software is computed using the straight-line method over the estimated useful lives of the assets.

The estimated useful life of the building is forty years , and the estimated useful lives of the remaining assets are approximately three to seven years .

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.

Construction in process consists primarily of charging equipment, charging station installation costs, and software that has not yet been placed into service and are not depreciated.

Charging equipment consists primarily of equipment and various components that have not yet been allocated to a project.

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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.

The Company reviews its long-lived assets, including property and equipment, ROU assets and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

If the Company identifies events or changes in circumstances that could impact recoverability, the Company compares the carrying value of the assets or asset groups with their estimated future undiscounted cash flows.

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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, at the inception of a lease contract, determines whether 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.

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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.

Deferred revenue also includes customer deposits, which represent prepayments that are refundable.

Customer deposits are also comprised of funds that have been received to offset future expenses of the Company for certain marketing expenses reimbursed by customers.

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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

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 .

As there is no authoritative guidance under GAAP regarding accounting for 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.

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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.

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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.

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.

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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

exceeds the carrying value of the related asset retirement cost and related asset, such excess credits are adjusted through a reduction of accretion expense.

however, if the amount of the decrease 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.

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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:

Details on the methods and assumptions used to determine fair values are as follows:

● Fair value measurements based on Level 1 inputs:

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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 carrying values of certain accounts such as cash, restricted cash, accounts receivable, prepaids 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.

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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.

Reimbursements for fulfillment costs are included in the transaction price and are recognized on a gross basis.

The Company recognizes estimated losses on contracts immediately upon identification of the loss.

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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 transaction price is allocated to each performance obligation based on the relative SSP.

The Company determines the SSP based on observable SSP when it is available, as well as other factors, including the price charged to its customers, its discounting practices and its overall pricing objectives, while maximizing observable inputs.

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Determining whether obligations in a contract are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment.

In reaching its conclusion,

the Company assesses the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated which may require judgment based on the facts and circumstances of the contract.

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.

In reaching its conclusion, the Company assesses the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated which may require judgment based on the facts and circumstances of the contract.

The Company’s customer contracts may include variable consideration such as that due to the unknown number of users that will receive charging credits or an unknown number of sites that will receive maintenance services.

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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.

Variable consideration for installation, service, and other penalties is generally estimated using the most likely amount method.

Practical Expedients and Exemptions

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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

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.

Contract liabilities under the scope of ASC 606 include deferred revenue on the consolidated balance sheets.

EVgo’s contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period, when applicable.

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EVgo and Thunder Sub report U.S.

federal income taxes on a consolidated basis and will

be taxed at the prevailing corporate tax rates.

federal income taxes on a consolidated basis and will be taxed at the prevailing corporate tax rates.

EVgo and Thunder Sub include in income, for U.S.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

The Company has elected to account for transferable income tax credits using the flow-through method under ASC Topic 740, Income Taxes , and disregards expected transfers in assessing realizability as part of the valuation allowance analysis.

The Company will instead recognize such amounts upon transfer of control over the transferable income tax credits.

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.

Tax Receivable Agreement Liability

In connection with the CRIS Business Combination, EVgo entered into a tax receivable agreement (the “Tax Receivable Agreement”) with EVgo Holdings (along with permitted assigns, the “TRA Holders”) and LS Power Equity Advisors, LLC, as agent.

The Tax Receivable Agreement generally provides for payment by the Company, Thunder Sub or any of their subsidiaries other than EVgo OpCo and its subsidiaries (“Company Group”) to the TRA Holders of 85 % of the net cash savings, if any, in U.S.

federal, state and local income tax and franchise tax that the Company actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis that occur as a result of the Company Group’s acquisition (or deemed acquisition for U.S.

federal income tax purposes) of all or a portion of EVgo OpCo Units pursuant to any exercise of the Redemption Right and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, any payments we make under the Tax Receivable Agreement.

Company Group will retain the benefit of any remaining net cash savings.

If the Company Group elects to terminate the Tax Receivable Agreement early (or it is terminated early due to the Company Group’s failure to honor a material obligation thereunder or due to certain mergers, asset sales, other forms of business combinations or other changes of control), the Company Group is required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that the Company Group has sufficient taxable income on a current basis to fully utilize the tax benefits covered by the Tax Receivable Agreement and (ii) that any EVgo OpCo Units (other than those held by the Company Group) outstanding on the termination date or change of control date, as applicable, are deemed to be redeemed on such date).

The redemption of EVgo OpCo Units in December 2024 discussed in Note 19, is expected to produce favorable tax attributes for the Company.

These tax attributes would not be available to the Company in the absence of the redemption.

Amounts payable by the Company under the Tax Receivable Agreement are initially accrued against additional paid-in capital when it is probable that a liability has been incurred and the amount is estimable.

Any subsequent changes to the liability are recorded as non-operating income (loss).

If the liability is considered probable and estimable and is established for the first time as part of a reversal of a valuation allowance against deferred tax assets, the initial liability is accrued through non-operating income (loss).

As of December 31, 2024, the Company does not expect any cash tax benefit from the tax attributes produced by the redemption and therefore no amounts have been accrued as the liability is not deemed probable.

The unrecorded tax liability related to the redemption is estimated at $ 33.8 million as of December 31, 2024.

During the year ended December 31, 2023, no transactions occurred that would result in a cash tax savings benefit that would trigger the recording of a liability by the Company based on the terms of the Tax Receivable Agreement.

Earnings (Loss) Per Share

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As such, the Company has determined that it operates in one operating and reportable segment.

The following table presents disaggregated general and administrative expenses:

Year Ended December 31,

(in thousands)

Operations/network operations

Other general and administrative

Technology and development

Sales and marketing

General and administrative expenses

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

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):

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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.

As of December 31, 2024, the Company did not identify any contracts, hedging relationships and other transactions impacted by reference rate reform and therefore the adoption of this standard did not have any impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, ASC Subtopic 280 “ Segment Reporting — Improvements to Reportable Segment Disclosures ” (“ASU 2023-07”).

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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.

The Company adopted ASU 2023-07 on December 31, 2024 on a retrospective basis and has incorporated the additional required disclosures.

Recently Issued Accounting Standards

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.

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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.

In November 2024, the FASB issued ASU 2024-03, ASC Subtopic 220 “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures ” (“ASU 2024-03”).

The amendments require that, in each interim and annual reporting period, an entity disclose more information about the components of certain expense captions than is currently disclosed in the financial statements.

In January 2025, the FASB issued ASU 2025-01, ASC Subtopic 220 “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures ” (“ASU 2024-03”), which clarified the effective date of ASU 2024-03 in which the amendments in ASU 2024-03 are effective for annual

reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

Note 3 — Revenue Recognition

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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

per-minute or kilowatt-hour (“kWh”) pricing) through a subscription service or as non-members.

Various pricing plans exist for customers and drivers have the choice to charge as members (with monthly fees and reduced 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.

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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.

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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.

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.

lifecycle, and the provision of operations and maintenance services once the charging network is operational.

For the eXtend offering, the Company generally has multiple performance obligations including, but not limited to, the sales of equipment, the provision of engineering, procurement, and construction services during the construction lifecycle, and the provision of operations and maintenance services once the charging network is operational.

Revenue from sales of equipment is generally recognized at a point in time when the performance obligation is satisfied.

Some customers have agreed to purchase equipment from the Company but requests delivery at a later date, commonly known as bill-and-hold arrangements.

For these transactions, the Company deems that control passes to the customer when:

(i) the customer has a signed agreement, (ii) significant risk and rewards have transferred to the customer, (iii) the customer has the ability to direct the use of the equipment, (iv) the equipment has been set aside specifically for the customer and cannot be redirected to another customer and (v) as applicable, any customizations have been completed when ordered with the equipment.

Payment is typically due once equipment has been acquired for the customer.

The Company’s performance obligation under development contracts is to develop and deliver a completed site with installed charging hardware.

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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.

Under the time-based and cost-based methods, all costs incurred in the period that relates to a contract are charged to cost of sales and the related revenue is recognized based on the measured progress to completion.

EVgo may provide latent defect warranties for equipment and installation labor services related to EVgo’s charger installation services.

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For maintenance services that are invoiced monthly, the Company has elected to recognize revenue using the as-invoiced practical expedient.

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.

In addition to offering access to its public network, EVgo offers dedicated charging solutions to fleets.

Any lease components that are identified for dedicated fleet hubs are accounted for in accordance with ASC 842.

EVgo also 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, and access to chargers behind parking lot pay gates.

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.

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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 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.

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Contract liabilities

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

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.

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(in thousands)

As of December 31, 2024, there was $ 17.5 million in consideration received for charging credits, for which the timing of revenue recognition is uncertain.

The Company expects to recognize revenue for these amounts as customers use their charging credits over the next 3.0 years.

ASC 606 does not require disclosure of the transaction price to remaining performance obligations if the contract contains variable consideration allocated entirely to a wholly unsatisfied performance obligation.

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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.

As of December 31, 2024 and 2023, there were $ 8.6 million and $ 17.2 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

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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 .

Original lease terms generally range from one to 15 years , and most leases contain renewal options that can extend the term for up to an additional five years and certain leases have renewal options for up to an additional 30 years .

The Company has not entered into any finance leases.

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Charging network cost of sales

Other cost of sales

General and administrative expenses

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Charging network cost of sales

Other cost of sales

General and administrative expenses

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Sale Leaseback Transactions

There were no sale-leaseback transactions entered into during the year ended December 31, 2024.

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.

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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.

Lessor Accounting

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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.

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 consolidated balance sheets.

The Company’s operating lease income consisted of the following components:

(in thousands)

Fixed lease income:

Charging, commercial revenue

Sublease income

Ancillary revenue

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:

Operating lease income

Sublease income

As of December 31, 2024, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the years ending December 31, were as follows:

(in thousands)

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:

The components of charging equipment, charging stations, 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:

(in thousands)

Charging station equipment and installation costs

Land and building

accumulated depreciation

Property, equipment and software, net

Property and equipment, net

Operating lease ROU assets

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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 .

DOE Loan Agreement

On December 12, 2024, EVgo Swift Borrower LLC (“Borrower”), a Delaware limited liability company and subsidiary of the Company, entered into a guarantee agreement with the DOE as guarantor (“Guarantee Agreement”) for a term loan facility entered into by Borrower with the Federal Financing Bank (“FFB”) (“DOE Loan”).

The DOE Loan is made pursuant to the Title XVII Loan Guarantee Program, which permits the DOE to issue loan guarantees in connection with loans issued by the FFB to fund certain eligible projects (see Note 15).

As of December 31, 2024, there were no amounts outstanding under the DOE Loan.

Other Assistance

Certain government assistance related to the Company’s charging stations includes terms and conditions including, but not limited to, periodic reporting on a monthly, quarterly or annual basis, specific minimum uptime and operational requirements over a period of three to five years typically from the operational date.

As of December 31, 2024, the Company’s commitments under government assistance related to the Company’s charging stations expire over the next five years .

Noncompliance with any of the terms or conditions could impact the Company’s ability to receive future government assistance or could result in the recapture of amounts paid to the Company by the granting agencies.

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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:

The government assistance received related to the Company’s charging stations is aggregated below as the programs contain similar terms and are accounted for similarly in accordance with IAS 20 and are included in the consolidated financial statements as follows:

(in thousands)

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Proceeds from capital build funding for the years ended

During 2024, the Company was also awarded a research grant from the DOE for approximately $ 1.1 million, which is expected to be completed by July 31, 2025.

The purpose of the grant is to develop low-cost tools for enabling third-party interoperability testing for EVs and EV service equipment with the plug and charge standard, and to develop conformance testing to define current and future iterations of the standard for widespread interoperability and deployment across EVs and EV charging networks.

During the year ended December 31, 2024, the Company recognized $ 0.1 million of accounts receivable from the DOE and a corresponding reduction in general and administrative expenses .

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.

There were no ERC payroll tax credits received during the year ended December 31, 2024.

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.

Note 6 — Property, Equipment and Software, Net

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Charging equipment

Land and building

Office equipment, vehicles and other

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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)

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Developed technology

Amortization of intangible assets was $ 11.6 million for each of the years ended December 31, 2023 and 2022.

Amortization of intangible assets was $ 10.2 million and $ 11.6 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, the aggregate future amortization of amortizable intangible assets for the following years ending December 31, were as follows:

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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.

Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations and other equipment and restore the sites to the condition prior to installation.

The Company reviews estimates of removal costs on an ongoing basis.

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Holders of Class A common stock are entitled to one vote for each share.

On December 16, 2024, EVgo Inc.

entered into the Underwriting Agreement with the Underwriters, and LS Affiliates, as selling stockholder, relating to the Secondary Offering of 23,000,000 Class A Shares at a public offering price of $ 5.00 per share.

Pursuant to the Underwriting Agreement, all 23,000,000 Class A Shares were sold by EVgo Holdings.

The Company did not receive any of the proceeds from the sale of the Class A Shares in the Secondary Offering and paid transaction costs on behalf of EVgo Holdings of $ 1.0 million, which were expensed as incurred.

The Secondary Offering closed on December 18, 2024.

Class B Common Stock

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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.

For the year ended December 31, 2024, there were no shares issued through the ATM Program.

For the year ended December 31, 2023, $ 0.4 million of costs were recorded as additional paid-in capital as a reduction of proceeds .

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.

On July 5, 2022, EVgo entered into a charging infrastructure agreement (the “Pilot Infrastructure Agreement”) and an operations and maintenance agreement (the “Pilot O&M Agreement”) with 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.

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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.

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;

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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.

Under the Pilot O&M Agreement, EVgo is required to perform operations, maintenance and networking services on stalls built and commissioned under the Pilot Infrastructure Agreement in exchange for payment of a monthly fee by the Pilot Company to EVgo.

Similar to the Pilot Infrastructure Agreement, the Pilot O&M Agreement includes customary events of default and related remedies.

Delta Charger Supply Agreement and Purchase Order

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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

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.

On July 20, 2020, EVgo entered into a contract with GM (as amended from time to time, the “GM Agreement”) to build fast charger stalls that EVgo will own and operate as part of the Company’s public network.

The GM Agreement has been amended several times, to among other things, expand the overall number of charger stalls to be installed from 2,750 to 2,850 , adjust charger stall installation targets, extend the completion deadline to June 30, 2028, provide for a payment of $ 7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and additional payments for changes to GM’s charger branding, and maintain a specified uptime percentage (described below) over the term of the agreement.

In the most recent amendment to the GM Agreement, a certain portion of the charger stalls that EVgo is required to build are required to have additional specifications (“Flagship Stalls”).

Pursuant to the GM Agreement, EVgo is required to meet certain quarterly milestones measured by the number of charger stalls 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.

Under the GM Agreement, EVgo is required to install a total of 2,850 charger stalls by June 30, 2028, 73.5 % of which were required to be and were installed by December 31, 2024.

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.

EVgo is also required to maintain network availability (i.e., the percentage of time a charger is operational and available on the network) of at least 97 % across Flagship Stalls and 95 % across the rest of the GM network.

In addition to the capital-build program, EVgo is committed to providing GM EV customers with reservations and certain EVgo services at a discounted rate and branding on chargers.

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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.

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 Agreement

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(“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.

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 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

ASC 606, which includes performance obligations related to memberships, charging credits, and joint marketing activities.

The capital-build program provided for in the Nissan

Agreement required the Company to install, operate and maintain public, high-power dual-standard chargers in specified markets pursuant to a schedule that outlined the build timelines for the chargers to be constructed (the “Build Schedule”).

EVgo fulfilled its capital-build program obligations under the Nissan Agreement.

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.

Indemnifications and Guarantees

In the normal course of business and in conjunction with certain agreements, the Company has entered into contractual arrangements through which we may be obligated to indemnify the other party with respect to certain matters.

These arrangements can include provisions whereby we have joint and several liability in relation to the performance of certain contractual obligations along with third parties also providing services and products for a specific project.

In addition, our arrangements may include warranties that our services will substantially operate in accordance with the stated requirements.

Indemnification provisions are also included in arrangements under which EVgo agrees to hold the indemnified party harmless with respect to third-party claims related to such matters as title to assets sold or licensed or certain intellectual property rights.

The Company also has indemnification obligations to other parties, including customers, lessors, and parties to other transactions with us, with respect to certain matters.

EVgo has agreed to indemnify against losses arising from a breach of representations or covenants or out of intellectual property infringement or the occurrence of certain specified conditions or other claims made against certain parties.

These agreements may limit the time or circumstances within which an indemnification claim can be made and the amount of the claim.

Historically, indemnity payments made by us have not had a material effect on our consolidated financial statements.

In addition, the Company has entered into indemnification agreements with our officers and directors, and our Amended and Restated Bylaws contain similar indemnification obligations to our agents.

To date, EVgo has not been required to make any significant payment under any of the arrangements described above.

The Company has assessed the current status of performance/payment risk related to arrangements with limited guarantees, warranty obligations, unspecified limitations, indemnification provisions, letters of credit and surety bonds, and believes that any potential payments would be immaterial to the consolidated financial statements, as a whole.

Legal Proceedings

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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.

As of December 31, 2024, EVgo had $ 41.6 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, of which $ 38.2 million was short-term.

In certain instances, EVgo is permitted to cancel, reschedule or adjust these orders.

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Assumptions used in the valuations of the earnout liability were as follows:

As of December 31,

Risk-free interest rate

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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.

As of December 31, 2024 and 2023, the Private Placement Warrants were valued using the 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 method simulation methodology are as follows:

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Change in fair value of liability

Transfers into Level 3

Transfers out of Level 3

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Change in fair value of liability

Transfers into Level 3

Transfers out of Level 3

Fair value as of December 31, 2024

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The estimated fair value of the earnout liability related to the 718,750 Earnout Shares subject to the $ 15.00 Triggering Event was $ 0.9 million and $ 0.7 million as of December 31, 2024 and 2023, 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.

The change in fair value of the earnout liability resulted in a loss of $ 0.3 million and a gain of $ 1.1 million recognized in the consolidated statements of operations for the years ended December 31, 2024 and 2023, respectively.

Note 15 — Long-Term Debt

On December 12, 2024, the Borrower entered into the DOE Loan, which is structured as a senior secured loan facility of up to $ 1.248 billion, consisting of $ 1.05 billion of principal and up to $ 193 million of capitalized interest, subject to modification as set forth in the Guarantee Agreement.

The DOE Loan provides that the Borrower may draw on the DOE Loan, each such draw, an Advance, at any time beginning on the date all conditions precedent set forth in the Guarantee Agreement are met or waived and ending on the earliest of (i) the fifth anniversary of the first Advance, (ii) August 31, 2031 and (iii) the date of any termination of obligations under the Guarantee Agreement following an event of default, or the Availability Period.

Advances under the DOE Loan are subject to the satisfaction of customary conditions, including certification of compliance with the loan documents and specified legal requirements and the ongoing accuracy of representations and warranties.

As of December 31, 2024, the Borrower had no amounts outstanding under the DOE Loan.

In January 2025, the Borrower received Advances of approximately $ 75.3 million.

All proceeds from the DOE Loan will be used to reimburse the Company for up to 80 % of certain costs associated with the construction, installation and deployment of approximately 7,500 new DC Stalls, nationwide.

At the closing of the DOE Loan, EVgo Services contributed 1,594 DC Stalls from its existing public network to the Borrower as collateral and may be required to contribute additional DC Stalls or cash to the Borrower from time to time.

EVgo Services will provide charge point operator services to the Borrower for the duration of the DOE Loan.

The DOE Loan matures on January 7, 2042.

Beginning on March 15, 2030, the Borrower will be required to make quarterly payments of principal and interest to the FFB.

Interest rates are fixed at the applicable long-dated U.S.

Treasury rate plus a combined liquidity spread and risk-based charge of approximately 1.2 % in the aggregate, and accrued interest is capitalized until the end of the Availability Period.

Subject to certain conditions, including the existence of no events of default, the Borrower may voluntarily prepay any or all of the principal outstanding under the DOE Loan.

Additionally, in the event of a Mandatory Prepayment Event (as defined in the Guarantee Agreement), the Borrower shall be required to prepay certain amounts outstanding under the DOE Loan.

The Borrower’s obligations to the DOE and FFB under the DOE Loan are secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of the Borrower and the equity interests of the Borrower.

The Guarantee Agreement contains customary representations and warranties as well as affirmative and negative covenants (including restrictions on Borrower making distributions to affiliates).

The Guarantee Agreement also contains customary events of default including failure to make payments when due, failure to maintain the required debt service coverage ratio, the occurrence of a Change of Control (as defined in the Guarantee Agreement) or other breaches under the Guarantee Agreement.

If an event of default occurs, the DOE has certain rights and may, among other options and in its discretion, assess fees and penalties, enforce the collateral, and declare all amounts under the DOE Loan payable immediately in full.

Note 16 — Income Taxes

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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 Company’s provision for income taxes for the year ended December 31, 2024 included a $ 2.4 million income tax benefit related to the net proceeds received from the transfer of EVgo OpCo’s 2023 30C income tax credits.

Due to operating losses in the year ended December 31, 2023, 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.

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State taxes, net of federal tax benefit

Net loss attributable to NCI/non-taxable partnership structure

Change in fair value of warrant liability

Other permanent items

Change in fair value of earnout liability

Other permanent items

Change in fair value of warrant liabilities

Transfer of 30C income tax credits, net

Net loss attributable to NCI/non-taxable partnership structure

Change in valuation allowance

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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.

As of December 31, 2024 and 2023, EVgo had $ 130.3 million and $ 94.0 million, respectively, in federal net operating losses with an indefinite carryforward period, tax credits of $ 6.7 million and $ 7.9 million, respectively, with an indefinite carryforward period, and $ 65.4 million and $ 36.5 million, respectively, of state net operating losses, which will start expiring in 2027.

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

2022, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties.

Note 16 — Tax Receivable Agreement

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.

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.

As of December 31, 2024 and 2023, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law and offers tax incentives targeting energy transition and renewables.

The alternative fuel refueling property credit under Section 30C of the Internal

Revenue Code, which includes electric vehicle charging stations (“30C Credit”), was reinstated in 2022 and extended to apply to any property placed in service beginning January 1, 2023 and before January 1, 2033.

The credit amount is calculated as 6% of the eligible costs of the alternative fuel refueling property with a potential higher tax credit rate of 30% of the eligible costs of the alternative fuel refueling property if specified prevailing wage and registered apprenticeship requirements are met during construction of the property, with a maximum credit amount of $100,000 per item of property.

Under the IRA, 30C income tax credits may be transferred for cash consideration in the taxable year the credit is generated.

Department of the Treasury and the Internal Revenue Service have been granted broad authority to issue regulations or guidance that could clarify how these tax credits are calculated.

The Company is continuing to evaluate the financial impact of the IRA as additional information becomes available.

During the year ended December 31, 2024, the Company transferred EVgo OpCo’s 2023 30C income tax credits for proceeds, net of transaction costs, of $ 9.0 million.

The net proceeds attributable to the non-controlling interest of $ 6.6 million were contributed to EVgo OpCo.

The Company did not transfer any 30C income tax credits during the year ended December 31, 2023.

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)

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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.

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’s anticipated resignation as the Company’s Chief Executive Officer.

Pursuant to the 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 (the “Separation Date”), for purposes of vesting, settlement, and exercisability of her outstanding and unvested Company restricted stock units (“RSUs”) and stock options, and Ms.

Zoi shall vest in her Time Vesting Incentive Units (as defined below) on January 16, 2024.

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.

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.

Zoi’s Separation Date, if such a sale transaction were to occur.

The Company determined that these provisions represented a modification of the existing awards, resulting in the cumulative compensation cost recognized for the 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 incremental fair value of the modified RSU, stock option and Time Vesting Incentive Unit awards of $ 4.2 million were recognized over the period from the modification date to the 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”).

On July 1, 2021, concurrent with the closing of the CRIS Business Combination, stockholders approved the 2021 Long Term Incentive Plan (the “2021 Incentive Plan”), which had been previously approved by the Board of Directors.

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, 2024, there were 12,529,748 shares of Class A common stock available for grant.

The nonvested performance-based restricted stock units (“PSUs”) previously issued under the 2021 Incentive Plan are subject to under- and over-achievement thresholds.

The number of shares remaining available for grant as disclosed in this paragraph was determined based on the number of PSUs whose vesting conditions were considered probable of achievement as of December 31, 2024.

The 2021 Incentive Plan provides for potential grants of:

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(vii) dividend equivalents;

(viii) other share- or cash-based awards;

(viii) other share- or cash-based

(ix) cash awards;

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Outstanding as of December 31, 2023

Outstanding as of December 31, 2022

Outstanding as of December 31, 2023

Outstanding and expected to vest as of December 31, 2024

Exercisable as of December 31, 2024

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.

As of December 31, 2024, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 0.2 million, which is expected to be recognized over a weighted average period of 1.1 years.

No stock options were exercised during the years ended December 31, 2024 and 2023.

No stock options were granted in 2024.

The weighted average grant date fair value of options granted during the year ended December 31, 2023 was $ 3.20 per share.

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.

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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,

Risk-free interest rate

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Restricted Stock Units

Service-Based Awards

RSUs granted by EVgo vest annually over a period of three years from the date of grant.

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Nonvested as of December 31, 2023 1

Nonvested as of December 31, 2022

Nonvested as of December 31, 2023 1

Vested but not released

Outstanding as of December 31, 2023 1

Nonvested and outstanding as of December 31, 2024

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, 2024 and 2023 was $ 11.1 million and $ 8.9 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.

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.

As of December 31, 2024, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 19.6 million, which is expected to be recognized over a weighted average period of 1.5 years.

Market-Based Awards

The Company grants nonvested market-based restricted stock units (“MSUs”), which are subject to market-based performance targets related to the attainment of certain stock price levels in order for these units to vest.

Vesting is also subject to continued service requirements through the vesting date over a period of three years from the date of grant.

Compensation expense for 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:

Compensation expense for MSUs is recognized on a straight-line basis over the longer of the explicit service period or the derived service period for the market condition, regardless of whether the market condition has been satisfied.

The table below represents the Company’s MSU activity under the 2021 Incentive Plan:

(shares in thousands)

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Nonvested as of December 31, 2024

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:

Expected to vest as of December 31, 2024

The total fair value of MSUs that vested during the year ended December 31, 2024 was $ 0.2 million.

No MSUs vested during the year ended December 31, 2023.

As of December 31, 2024, the Company’s unrecognized share-based compensation expense related to unvested MSUs was approximately $ 1.2 million, which is expected to be recognized over a weighted average period of 1.5 years.

The grant date fair value for the MSUs was estimated using a Monte Carlo simulation that incorporates option-pricing inputs covering the period.

The following assumptions were used for the MSU grants issued during the years ended December 31, 2024 and 2023:

Year Ended December 31,

Risk-free interest rate

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Cost of equity

Expected life (in years)

Remaining time to performance period end date (in years)

Performance-Based Awards

The Company has granted certain PSUs, which vest based on achievement of certain performance-based vesting conditions and subject to a three-year service condition.

The number of shares that may ultimately vest with respect to each award may range from 0 % up to 156 % of the target number of shares based on achievement of certain performance-based vesting conditions related to stall counts and Adjusted EBITDA over a one-year period and a relative total stockholder return (“rTSR”) performance relative to the rTSR of a select group of companies in the Clean Edge Green Energy Index over a three-year period.

The maximum number of PSUs that may vest is determined based on actual Company achievement with vesting subject to continuous service over a three-year period and achievement of the performance conditions.

Compensation expense is recognized when performance targets are defined, the grant date is 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:

(shares in thousands)

Nonvested as of December 31, 2023

Nonvested as of December 31, 2024

Expected to vest as of December 31, 2024

There were no PSUs that vested during the year ended December 31, 2024.

As of December 31, 2024, the Company’s unrecognized share-based compensation expense related to unvested PSUs was approximately $ 3.1 million, which is expected to be recognized over a weighted average period of 2.3 years.

The grant date fair value for PSUs was calculated based on the closing price of the Company’s Class A common stock on the grant date.

EVgo Management Holdings, LLC Incentive Units

Following the Holdco Merger and prior to the CRIS Business Combination, all employees of EVgo Services 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”).

Following the Holdco Merger and prior to the CRIS Business Combination, all employees of EVgo Services employed at that time received share-based compensation in the form of units in EVgo Management Holdings, LLC (“EVgo Management”) designed to track incentive units issued by EVgo Holdings to EVgo Management (“Incentive Units”).

The EVgo Holdings LLCA provides for the issuance of 1,000,000 Incentive Units.

Each Incentive Unit grants a profits interest in EVgo Holdings, which can generally be described as a participation interest whose right to receive distributions is determined by the cumulative amount of distributions (cash or in-kind) received by each outstanding Capital Unit in EVgo Holdings up to and including the date of a distribution.

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.

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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”).

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.

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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.

There were no Incentive Units that were modified during the year ended December 31, 2024.

The fair value of Incentive Units modified during the year ended December 31, 2023 were calculated using the Monte Carlo simulation model.

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Nonvested as of December 31, 2023 1

Nonvested as of December 31, 2022

Nonvested as of December 31, 2023 1

Nonvested and expected to vest as of December 31, 2024

1 Weighted average grant date fair value reflects the impact of modified awards .

The total grant-date fair value of Time Incentive Units that vested during the years ended December 31, 2024 and 2023 was $ 0.9 million and $ 4.7 million, respectively.

As of December 31, 2024, the Company’s unrecognized share-based compensation expense related to unvested Time Vesting Incentive Units was de minimis and is expected to be recognized

over a weighted average period of 0.1 years.

As of December 31, 2024, unrecognized share-based compensation expense related to unvested Sale Vesting Incentive Units was approximately $ 1.2 million, which is contingent upon the occurrence of a sale event.

Note 18 — Net Loss Per Share

Basic and diluted earnings per common share ( “ EPS ” ) are computed using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating securities, according to dividends declared and participation rights in undistributed earnings.

The Company’s unvested Earnout Shares are considered participating securities because they are legally issued at the grant date and holders have a non-forfeitable right to receive dividends.

The Company’s unvested Earnout Shares are considered participating securities because they are legally issued on the grant date and holders have a non-forfeitable right to receive dividends.

Basic EPS is generally calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period.

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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)

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Weighted average common stock outstanding, basic and diluted

Net loss per share — basic and diluted

Net loss per share to Class A common stockholders, basic and diluted

The Company’s potentially dilutive securities consist of the Company’s Public Warrants, Private Placement Warrants, RSUs, stock options and unvested Earnout Shares.

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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, 2024 and 2023 .

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.

There were approximately 0.7 million MSUs that were excluded from the computation of diluted EPS as their market vesting conditions had not yet been met as of December 31, 2024 and 2023.

There were approximately 0.7 million PSUs that were excluded from the computation of diluted EPS as their performance conditions would not have been met as of December 31, 2024 .

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.

As of December 31, 2024 and 2023, EVgo Holdings held 172,800,000 and 195,800,000 EVgo OpCo Units, 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 56.9 % and 65.4 % 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.

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The cash redemption feature of the EVgo OpCo Units, together with a corresponding number of shares of Class B common stock, at the option of EVgo OpCo, is considered outside of the control of the Company.

Therefore, in

accordance with ASC Topic 480, Distinguishing Liabilities from Equity , the EVgo OpCo Units are classified as temporary equity in the Company’s consolidated balance sheets.

Therefore, in accordance with ASC Topic 480, Distinguishing Liabilities from Equity , the EVgo OpCo Units are classified as temporary equity in the Company’s consolidated balance sheets.

The redeemable noncontrolling interest held by EVgo Holdings in EVgo OpCo, through its ownership of EVgo OpCo Units, was initially measured at its carrying amount on the CRIS Close Date.

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The offset of any fair value adjustment is recorded to equity, with no impact to net income (loss).

On December 16, 2024, EVgo entered into a stock and unit purchase agreement (“SPA”) with EVgo OpCo and EVgo Holdings.

Pursuant to the SPA, and in connection with a notice delivered to us by LS Power, EVgo and EVgo OpCo agreed to redeem from LS Power 23,000,000 units of EVgo OpCo Units and 23,000,000 shares of Class B common stock.

In exchange for the EVgo OpCo Units and shares of Class B common stock, EVgo and EVgo OpCo agreed to transfer 23,000,000 newly issued shares of our Class A common stock to EVgo Holdings.

The redemption was completed on December 17, 2024.

The following is a reconciliation of changes in redeemable noncontrolling interest:

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Balance as of December 31, 2022

Net loss attributable to redeemable noncontrolling interest

Equity-based compensation attributable to redeemable noncontrolling interest

Net loss attributable to redeemable noncontrolling interest

Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end

Balance as of December 31, 2023

Net loss attributable to redeemable noncontrolling interest

Equity-based compensation attributable to redeemable noncontrolling interest

Contributions from noncontrolling interest

Fair value of OpCo Units redeemed

Net loss attributable to redeemable noncontrolling interest

Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk