What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2024-11-12 · 303 added, 320 removed, 381 unchanged (62% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

March 31, 2025

December 31, 2024

(in thousands)

Current assets

Cash, cash equivalents and restricted cash

Accounts receivable, net of allowance of $ 838 and $ 1,116 as of September 30, 2024 and December 31, 2023, respectively

Cash and cash equivalents

Restricted cash, current

Accounts receivable, net of allowance of $ 1,827 and $ 1,196 as of March 31, 2025 and December 31, 2024

Accounts receivable, capital-build

Prepaid expenses and other current assets

Prepaids and other current assets

Total current assets

1 unchanged sentence

Operating lease right-of-use assets

Restricted cash, noncurrent

Intangible assets, net

13 unchanged sentences

Warrant liabilities, at fair value

Other long-term liabilities

Long-term debt

Total liabilities

Commitments and contingencies (Note 9)

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

1 unchanged sentence

Condensed Consolidated Balance Sheets (continued)

September 30,

March 31, 2025

December 31, 2024

(in thousands, except share data)

Commitments and contingencies (Note 10)

Redeemable noncontrolling interest

1 unchanged sentence

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

10,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

1,200,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

106,283,709 and 102,935,965 shares outstanding (excluding 718,750 shares subject to possible forfeiture) as of September 30, 2024 and December 31, 2023, respectively

1,200,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

133,311,372 and 129,973,698 shares issued and outstanding (excluding 718,750 shares subject to possible forfeiture) as of March 31, 2025 and December 31, 2024, respectively

Class B common stock, $ 0.0001 par value;

400,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

195,800,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023

400,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

172,800,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024

Additional paid-in capital

5 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands, except per share data)

14 unchanged sentences

Operating loss

Interest expense

Interest income

Other (expense) income, net

Other expense, net

Change in fair value of earnout liability

Change in fair value of warrant liabilities

Total other (expense) income, net

Total other income, net

Loss before income tax expense

6 unchanged sentences

Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Class A Common Stock

2 unchanged sentences

(in thousands)

Equity (Deficit)

Balance, December 31, 2024

1 unchanged sentence

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

Shares withheld for taxes

Redeemable noncontrolling interest adjustment to fair value

Balance, March 31, 2025

Share-based compensation

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

Redeemable noncontrolling interest adjustment to fair value

Balance, June 30, 2024

Share-based compensation

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

Redeemable noncontrolling interest adjustment to fair value

Balance, September 30, 2024

¹ Excludes $ 14.9 million of net loss attributable to redeemable noncontrolling interest.

Excludes $ 19.2 million of net loss attributable to redeemable noncontrolling interest.

Excludes $ 21.6 million of net loss attributable to redeemable noncontrolling interest.

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

1 unchanged sentence

Condensed Consolidated Statements of Stockholders’ Deficit

For the Nine Months Ended September 30, 2023

For the Three Months Ended March 31, 2024

Class A Common Stock

7 unchanged sentences

Balance, March 31, 2024

( 1,051,018 )

( 1,050,991 )

Share-based compensation

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

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

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

Redeemable noncontrolling interest adjustment to fair value

Balance, June 30, 2023

Share-based compensation

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

Redeemable noncontrolling interest adjustment to fair value

Balance, September 30, 2023

¹ Excludes $ 18.4 million of net loss attributable to redeemable noncontrolling interest.

2 Excludes $ 14.5 million of net loss attributable to redeemable noncontrolling interest.

3 Excludes $ 18.5 million of net loss attributable to redeemable noncontrolling interest.

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

Cash flows from operating activities

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation, amortization and accretion

3 unchanged sentences

Change in fair value of warrant liabilities

Paid-in-kind interest, amortization of deferred debt issuance costs, net of capitalized interest

Changes in operating assets and liabilities

Accounts receivable, net

Prepaid expenses, other current assets and other assets

Prepaids and other current assets and other assets

Operating lease assets and liabilities, net

3 unchanged sentences

Other current and noncurrent liabilities

Net cash provided by (used in) operating activities

Net cash used in operating activities

Cash flows from investing activities

3 unchanged sentences

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 long-term debt

Proceeds from capital-build funding

Payments of withholding tax on net issuance of restricted stock units

Payments of deferred debt issuance costs

Payments of deferred equity issuance costs

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

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

and Subsidiaries

Condensed Consolidated Statements of Cash Flows (continued)

Three Months Ended March 31,

(in thousands)

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

Beginning of period

Cash and cash equivalents

Restricted cash, current

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

End of period

Cash and cash equivalents

Restricted cash, current

Restricted cash, noncurrent

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 increase in capital-build liability

Non-cash adjustments to redeemable noncontrolling interest

Capital expenditures in accounts payable and accrued liabilities

Share-based compensation capitalized to property, equipment and software

Deferred debt issuance costs in accounts payable and accrued liabilities

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

Non-cash increase in capital-build

Non-cash increase in asset retirement obligations

Deferred equity issuance costs in accounts payable and accrued liabilities

Paid-in-kind interest

Interest capitalized in property, equipment and software

Share-based compensation capitalized to property, equipment and software

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

8 unchanged sentences

On June 17, 2016, NRG sold a majority interest in EVgo Services to Vision Ridge Partners.

On January 16, 2020 (the “Holdco Merger Date”), EVgo Holdco, LLC (“EVgo Holdco”), a Delaware limited liability company and a subsidiary of LS Power Equity Partners IV, L.P.

(“LS Power”), completed an acquisition of EVgo Services, pursuant to the merger agreement (the “Holdco Merger Agreement”) among EVgo Services, its investors and EVgo Holdco, whereby EVgo Services became a wholly-owned subsidiary of EVgo Holdco, resulting in a change in control of EVgo Services (the “Holdco Merger”).

On January 16, 2020, EVgo Holdco, LLC (“EVgo Holdco”), a Delaware limited liability company and a subsidiary of LS Power Equity Partners IV, L.P.

(“LS Power”), completed an acquisition of EVgo Services pursuant to the merger agreement among EVgo Services, its investors and EVgo Holdco, whereby EVgo Services became a wholly-owned subsidiary of EVgo Holdco, resulting in a change in control of EVgo Services (the “Holdco Merger”).

LS Power formed EVgo Holdings, LLC (“EVgo Holdings”) and EVgo Holdco as part of the transaction.

was incorporated in Delaware on August 4, 2020 under the name Climate Change Crisis Real Impact I Acquisition Corporation (“CRIS”).

The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”).

was incorporated in Delaware on August 4, 2020 under the name “Climate Change Crisis Real Impact I Acquisition Corporation” (“CRIS”) and was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On October 2, 2020, the Company completed its initial public offering (the “Initial Public Offering”).

Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,600,000 warrants (the “Private Placement Warrants”) at $ 1.00 in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor”).

On July 1, 2021 (the “CRIS Close Date”), the Company consummated the business combination (the “CRIS Business Combination”) with CRIS, CRIS Thunder Merger LLC (“Thunder Sub”), EVgo Holdings, EVgo Holdco and EVgo OpCo, LLC (“EVgo OpCo” and together with EVgo Holdings and EVgo Holdco, the “EVgo Parties”) pursuant to the business combination agreement dated January 21, 2021 (the “Business Combination Agreement”).

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

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

Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of the 6,600,000 warrants (the “Private Placement Warrants”) at $ 1.00 in a private placement to Climate Change Crisis Real Impact I Acquisition Holdings, LLC (the “Sponsor”).

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

On May 22, 2023, in connection with an underwritten equity offering, EVgo Member Holdings, LLC, an affiliate of EVgo Holdings, the Company’s controlling stockholder, purchased 5,882,352 shares of the Company’s Class A common stock, par value $ 0.0001 per share (“Class A common stock”).

As the sole managing member of EVgo OpCo, Thunder Sub operates and controls all of the business and affairs of EVgo OpCo and through EVgo OpCo and its subsidiaries, conducts its business.

Accordingly, the Company consolidates the financial results of EVgo OpCo and records a redeemable noncontrolling interest in its consolidated financial statements to reflect the EVgo OpCo Units that are owned by EVgo Holdings.

As of September 30, 2024 and December 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a voting interest of 64.7 % and 65.4 %, respectively, of the total outstanding EVgo OpCo Units and an equal number of shares of the Company’s Class B common stock.

As of September 30, 2024 and 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 collectively represented a voting interest of 66.6 % and 67.4 %, respectively, in the Company.

Accordingly, the Company consolidates the financial results of EVgo OpCo and records a redeemable noncontrolling interest in its condensed consolidated financial statements to reflect the EVgo OpCo Units that are owned by EVgo Holdings.

Each EVgo OpCo Unit, together with one share of Class B common stock, is redeemable, subject to certain conditions, for either one share of Class A common stock, or, at EVgo OpCo’s election, the cash equivalent to the market value of one share of Class A common stock, pursuant to the Amended and Restated LLC Agreement of EVgo OpCo dated July 1, 2021 (the “EVgo OpCo A&R LLC Agreement”).

1 unchanged sentence

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements are unaudited and are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC.

References to GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”).

The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the U.S.

(“GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”).

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation.

These condensed consolidated financial statements include all adjustments considered necessary, in the opinion of management, for a fair presentation of the condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of stockholders’ deficit and condensed consolidated statements of cash flows for the periods presented.

The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 or any other period.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 or any other period.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Annual Report.

GAAP defines subsequent events as events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued.

Based on their nature, magnitude and timing, certain subsequent events may be required to be reflected in the condensed consolidated financial statements at the balance sheet date and/or required to be disclosed in the notes to the condensed consolidated financial statements.

Based on their nature, magnitude and timing, certain subsequent events may be required to be reflected in the condensed consolidated financial statements at the balance sheet date and/or be required to be disclosed in the notes to the condensed consolidated financial statements.

The Company has evaluated subsequent events accordingly.

Use of Estimates

The condensed consolidated financial statements have been prepared in accordance with U.S.

The preparation of EVgo’s condensed consolidated financial statements requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities.

Significant estimates made by management include, but are not limited to, variable consideration estimates and stand-alone selling prices for performance obligations for revenue, depreciable lives of property and equipment and intangible assets, costs associated with asset retirement obligations, the fair value of operating lease right-of-use (“ROU”) assets and liabilities, share-based compensation, earnout liability, and warrant liabilities.

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.

7 unchanged sentences

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 three customers that collectively comprised 50.5 % of the Company’s total net accounts receivable as of September 30, 2024.

The Company had one customer that comprised 23.7 % of the Company’s total net accounts receivable as of March 31, 2025.

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

For the three months ended September 30, 2024 and September 30, 2023, one customer represented 32.1 % and 29.6 % of total revenue, respectively.

For the nine months ended September 30, 2024 and September 30, 2023, one customer represented 36.1 % and 49.3 % of total revenue, respectively.

For the three months ended September 30, 2024 and September 30, 2023, three and two vendors, respectively, collectively provided 90.8 % and 74.9 % of EVgo’s total charging equipment, respectively.

For the nine months ended September 30, 2024 two vendors collectively provided 86.6 % of EVgo’s total charging equipment.

For the nine months ended September 30, 2023, one vendor provided 77.6 % of EVgo’s total charging equipment.

For the three months ended March 31, 2025 and 2024, one customer represented 31.1 % and 34.4 % , respectively, of total revenue.

For the three months ended March 31, 2025, two vendors provided 84.5 % of EVgo’s total charging equipment.

For the three months ended March 31, 2024, one vendor provided 77.7 % of EVgo’s total charging equipment.

Reclassifications

1 unchanged sentence

Cash, Cash Equivalents and Restricted Cash

Cash and restricted cash include cash held in cash depository accounts in major banks in the U.S.

Cash and restricted cash, current and noncurrent, include cash held in cash depository accounts in major banks in the U.S.

and are stated at cost.

Cash equivalents are carried at fair value and are invested in money market funds.

Cash that is held by a financial institution and has restrictions on its availability to the Company is classified as restricted cash.

The Company had restricted cash on the Company’s condensed consolidated balance sheets, of $ 11.4 million and $ 0.7 million as of September 30, 2024 and December 31, 2023, respectively, associated with unused letters of credits related to the construction of its charging stations and one of its operating leases, and certain amounts held in a short-term escrow account.

The restrictions related to the short-term escrow account were removed in October 2024, resulting in the release of $ 11.0 million of restricted cash.

Cash equivalents are carried at fair value and are primarily invested in money market funds.

Cash that is held by a financial institution and has restrictions on its availability to the Company is classified as current and noncurrent restricted cash.

The Company had unused letters of credit, which were collateralized with cash classified as restricted cash on the Company's condensed consolidated balance sheets of $ 0.4 million as of March 31, 2025 and December 31, 2024, associated with the construction of its charging stations.

As of March 31, 2025 and December 31, 2024, the Company had $ 20.0 million, of which $ 5.8 million was noncurrent, and $ 2.8 million, respectively, of restricted cash associated with a loan guarantee entered into with the U.S.

Department of Energy (“DOE”) (see Note 8).

The Company also had $ 0.1 million in restricted cash as of March 31, 2025 and December 31, 2024, related to a credit card agreement.

Accounts Receivable and Allowance for Doubtful Accounts

4 unchanged sentences

After all attempts to collect an account receivable have failed, the account receivable is written off against the allowance for doubtful accounts.

Other accounts receivable of $ 1.9 million and $ 2.7 million were included in accounts receivable, net, on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.

Unbilled contract receivables, for which performance obligations have been met, were $ 12.2 million and $ 5.8 million as of March 31, 2025 and December 31, 2024, respectively.

Segment Reporting

The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer.

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by its CODM in deciding how to allocate resources to an individual segment and in assessing performance.

The Company’s CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance.

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

The following table presents disaggregated general and administrative expenses:

Three Months Ended March 31,

(in thousands)

Operations and network operations

Other general and administrative

Technology and development

Sales and marketing

General and administrative expenses

Newly Adopted Accounting Standards

In March 2024, the FASB issued ASU 2024-01, ASC Subtopic 718 “Compensation – Stock Compensation” (“ASU 2024-01”) to provide illustrative examples to determine whether profits interest awards are share-based payment arrangements in the scope of ASC 718, or cash bonus or profit-sharing arrangements in the scope of ASC 710, Compensation.

The Company adopted ASU 2024-01 on January 1, 2025 on a prospective basis and the adoption of this standard did not have any impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Standards

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), as amended in December 2022 by ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”).

ASU 2020-04 provides guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform.

The provisions apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform.

Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2024, as amended by ASU 2022-06.

The Company has not identified any contracts, hedging relationships or other transactions impacted by reference rate reform and therefore does not expect any impact resulting from the adoption of ASU 2020-04 on the Company’s consolidated results of operations or financial position.

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

ASU 2023-07 requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the

criteria for aggregating operating segments into reportable segments.

ASU 2023-07 provides for significant segment expense categories and amounts for each reportable segment and an aggregate amount and description of other segment items included in each reported measure of segment profit or loss beyond the significant segment expenses for each reportable segment;

permits the disclosure of multiple measures of segment profit or loss for each reportable segment, subject to a minimum disclosure of the measure of segment profit or loss that is most consistent with the amounts included in the financial statements (consistent with current guidance);

confirms that all disclosures required in the segments guidance apply to all public entities, including those with a single operating or reportable segment;

requires disclosure of the title and position of the individual or the name of the group identified as the CODM in the financial statements;

and requires disclosure of how the CODM uses each reported measure of segment profit or loss to assess performance and allocate resources to the segment.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is permitted.

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

In December 2023, the FASB issued ASU 2023-09, ASC Subtopic 740 “ Income Taxes — Improvements to Income Tax Disclosures ” (“ASU 2023-09”), which is designed to increase transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid.

In December 2023, the FASB issued ASU 2023-09, ASC Subtopic 740 “ Income Taxes – Improvements to Income Tax Disclosures” (“ASU 2023-09”) which increases transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements.

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 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.

The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company is currently evaluating the effect that the adoption of this ASU will have on its condensed 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”) which requires that, in each interim and annual reporting period, an entity disclose more information about the components of certain expense captions than is currently disclosed in the financial statements.

In January 2025, the FASB issued ASU 2025-01, ASC Subtopic 220 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures” (“ASU 2025-01”), which clarified the effective date of ASU 2024-03, in which the amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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Note 3 — Revenue Recognition

The following table provides information about contract assets and liabilities from contracts with customers as of:

September 30,

The following table provides information about contract assets and liabilities from contracts with customers:

(dollars in thousands)

March 31, 2025

December 31, 2024

Contract assets

Contract liabilities

As of September 30, 2024 there was $ 4.0 million in contract assets compared to $ 1.2 million as of December 31, 2023.

The balance of contract assets is driven by the difference in timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer.

Contract liabilities as of September 30, 2024 increased $ 15.0 million, or 17 %, to $ 102.4 million compared to $ 87.4 million as of December 31, 2023.

The balance of contract liabilities is driven by the difference in timing between when cash is received pursuant to a contract and when the Company’s performance obligations under the contract are satisfied.

1 unchanged sentence

(in thousands)

Balance as of December 31, 2023

Beginning balance

Recognized in revenue

Marketing activities recognized on a net basis

Balance as of September 30, 2024

Changes in estimate of transaction price

Ending balance

Revenues include the following:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

1 unchanged sentence

Amounts associated with performance obligations satisfied in previous periods

It is anticipated that deferred revenue as of September 30, 2024 will be recognized in the following periods ending December 31:

It is anticipated that deferred revenue as of March 31, 2025 will be recognized in the following periods ending December 31:

(in thousands)

As of September 30, 2024, there was $ 12.7 million in consideration received for charging credits, for which the timing of revenue recognition is uncertain.

As of March 31, 2025, there was $ 21.4 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 Topic 606, Revenue from Contracts with Customers (“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.

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

Under many customer contracts, each unit of product represents a separate performance obligation and therefore future volumes are wholly unsatisfied and thus disclosure of the transaction price allocated to a wholly unsatisfied performance obligation is not required.

Under these contracts, variability arises as both volume and pricing are not known until the product is delivered.

As of September 30, 2024 and December 31, 2023, there were $ 9.5 million and $ 26.4 million, respectively, in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed consolidated balance sheets.

As of March 31, 2025 and December 31, 2024, there was $ 12.5 million and $ 8.6 million, respectively, in variable consideration for wholly unsatisfied performance obligations, which is included in deferred revenue on the condensed consolidated balance sheets.

Note 4 — Lease Accounting

3 unchanged sentences

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 10 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.

The Company has estimated operating lease commitments of $ 29.8 million for leases where the Company has not yet taken possession of the underlying asset as of September 30, 2024.

As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of September 30, 2024.

The Company has estimated operating lease commitments of $ 33.9 million for leases where the Company has not yet taken possession of the underlying asset as of March 31, 2025.

As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of March 31, 2025.

The Company’s lease costs consisted of the following:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

1 unchanged sentence

Charging network cost of sales

Other cost of sales

General and administrative expenses

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General and administrative expenses

Short-term lease costs

As of September 30, 2024, the maturities of operating lease liabilities for the periods ending December 31, were as follows:

As of March 31, 2025, the maturities of operating lease liabilities for the periods ending December 31, were as follows:

(in thousands)

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Other supplemental and cash flow information consisted of the following:

Nine Months Ended

September 30,

Three Months Ended March 31,

(dollars in thousands)

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Lessor Accounting

The Company leases charging equipment, charging stations and other technical installations and subleases properties leased from Site Hosts to third parties under operating leases where EVgo is the lessor.

Initial lease terms are generally one to ten years and may contain renewal options .

Because the leasing arrangements the Company enters into with lessees are operating leases, the underlying asset is carried at its carrying value as property, equipment and software, net, or included in operating lease ROU assets on the condensed consolidated balance sheets.

The Company leases charging equipment, charging stations and other technical installations, and subleases properties leased from Site Hosts to third parties generally under operating leases where EVgo is the lessor.

Initial lease terms are generally one to 10 years and may contain renewal options.

For operating leases, the underlying asset is carried at its carrying value as property and equipment, net, or included in operating lease ROU assets on the condensed consolidated balance sheets.

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

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

Ancillary revenue

Operating lease income

Charging, commercial revenue

Sublease income

Ancillary revenue

As of September 30, 2024, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the periods ending December 31, were as follows:

As of March 31, 2025, future minimum rental payments due to the Company as lessor under operating leases (including subleases) for the periods ending December 31, were as follows:

(in thousands)

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:

September 30,

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 and equipment, net, and operating lease ROU assets were as follows as of:

(in thousands)

March 31, 2025

December 31, 2024

Charging station equipment and installation costs

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Note 5 — Property, Equipment and Software, Net

Property, equipment and software, net, consisted of the following as of:

September 30,

Property, equipment and software, net, consisted of the following:

(in thousands)

March 31, 2025

December 31, 2024

Charging station installation costs

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Depreciation, amortization, impairment expense and loss on disposal of property and equipment, net of insurance recoveries, consisted of the following:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

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Note 6 — Intangible Assets, Net

Intangible assets, net, consisted of the following as of September 30, 2024:

Intangible assets, net, consisted of the following as of March 31, 2025:

(in thousands)

Gross Carrying Amount

Accumulated Amortization

Net Carrying Value

Remaining Weighted Average Amortization Period

Site Host relationships

Customer relationships

Developed technology

Amortization of intangible assets was $ 2.5 million and $ 2.9 million for the three months ended September 30, 2024 and 2023, respectively.

Amortization of intangible assets was $ 7.7 million and $ 8.7 million for the nine months ended September 30, 2024 and 2023, respectively.

Amortization of intangible assets was $ 2.0 million and $ 2.6 million for the three months ended March 31, 2025 and 2024, respectively.

Note 7 — Asset Retirement Obligations

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

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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(in thousands)

Balance as of December 31, 2023

March 31, 2025

Beginning balance

Liabilities incurred

Accretion expense

Change in estimate

Liabilities settled

Balance as of September 30, 2024

Ending balance

Note 8 — Long-Term Debt

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

As of March 31, 2025, the outstanding balance under this loan was $ 76.3 million.

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

As of March 31, 2025, the Borrower had $ 979.1 million of principal remaining available to it that it can borrow, subject to the satisfaction of customary conditions.

The Borrower received its second advance under the DOE Loan amounting to $ 18.9 million in April 2025.

As of March 31, 2025, payments due on long-term debt for the periods ending December 31, were as follows:

(in thousands)

Long-term debt

Amortization of debt issuance costs, net of capitalized interest, is included in interest expense in the condensed consolidated statements of operations for the three months ended March 31, 2025.

There is no interest expense related to debt issuance costs during the three months ended March 31, 2024.

As of March 31, 2025 and December 31, 2024, $ 23.1 million and $ 23.2 million, respectively, in deferred issuance costs was included in prepaids and other current assets and other assets on the condensed consolidated balance sheets in connection with the DOE Loan, with annual amortization of $ 1.4 million until maturity of the loan.

The interest rate on the Company’s borrowings for the three months ended March 31, 2025 was 5.86 % .

Interest expense related to the Company’s long-term debt consisted of the following:

Three Months Ended

(in thousands)

March 31, 2025

Paid-in-kind interest

Amortization of deferred debt issuance costs

Capitalized interest

Total interest expense

Note 9 — Equity

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LLC as sales agents, pursuant to which the Company may sell up to $ 200.0 million of shares of Class A common stock in “at the market” transactions at prevailing market prices (the “ATM Program”).

As of September 30, 2024, the Company had $ 183.5 million of remaining capacity under the ATM Program.

As of March 31, 2025, the Company had $ 183.5 million of remaining capacity under the ATM Program.

Note 10 — 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.

Pursuant to the Pilot Infrastructure Agreement, EVgo is required to meet certain construction milestones measured by the number of sites commissioned, and the Pilot Company is required to make certain payments each month based on completion of pre-engineering and development work, the progress of construction at each site and for each charger procured by EVgo.

Subject to extensions of time for specified excusable events, if EVgo is unable to meet its commissioning obligations, the Pilot Company will be entitled to liquidated damages calculated per day, subject to a cap of $ 30,000 at each site.

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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.

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

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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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”).

A certain portion of the charger stalls that EVgo is required to build are required to have additional specifications including increased stall count, hardware requirements, canopies and other features agreed between GM and EVgo (“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 2,850 charger stalls by June 30, 2028, 67.9 % of which were required to be and were installed by September 30, 2024.

Under the GM Agreement, EVgo is required to install a total of 2,850 charger stalls by June 30, 2028, 76.5 % of which were required to be installed by March 31, 2025.

As of March 31, 2025, the Company had 28 stalls left to install in order to meet its quarterly charger-installation milestone.

The discrepancy came as a result of the Company’s transition to supplying Flagship Stalls and it expects to meet its cumulative charger-installation milestone by December 31, 2025.

The Company has shared its plan build expectations with GM and did not receive a deficiency notice within 30 days of March 31, 2025.

Meeting the quarterly milestones will require additional funds beyond the amounts committed by GM, and EVgo may face delays in construction, commissioning or aspects of installation of the charger stalls the Company is obligated to develop.

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In the event EVgo fails to meet a charger stall-installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide EVgo with a notice of such deficiency within 30 days of the end of the quarter.

If the same deficiency still exists at the end of the quarter immediately following the quarter for which a deficiency notification was delivered, GM may immediately terminate the agreement and seek pre-agreed liquidated damages of up to $ 15.0 million.

If EVgo does not meet its charger stall-installation milestone in any period, GM will have the right, if it so chooses, to send EVgo a charger stall count breach notice, which would trigger a cure period.

As of March 31, 2025, the potential amount of liquidated damages is estimated to be $ 4.0 million.

It is possible that EVgo will not meet the charger stall-installation milestones under the GM Agreement in the future, particularly as a consequence of delays in permitting, commissioning and utility interconnection, and delays associated with industry and regulatory adaptation to the requirements of high-powered charger installation, including slower than expected third-party approvals of certain site acquisitions and site plans by utilities and landowners, and supply chain issues.

Nissan Agreements

EVgo executed an agreement with Nissan North America, Inc.

(“Nissan”) in June 2019 (the “Nissan Agreement”), that provides for joint marketing activities, charging credit programs for purchasers or lessees of Nissan EVs, and a capital-build program.

The Nissan Agreement has been amended several times to, among other things, adjust the allocation of the value of unused charging credits and to provide new offerings for purchasers or lessees of certain Nissan EV models.

Under the joint-marketing activities provisions of the Nissan Agreement, EVgo was obligated to spend a specified amount annually on joint-marketing activities that were mutually agreed-upon with Nissan until March 1, 2024.

Under the charging credit program provisions in the Nissan Agreement, credits for charging are allocated to purchasers or lessees of Nissan EVs, and such purchasers or lessees are permitted to charge their EV for 12 months at no charge to the participant, up to the amount of the charging credit allocated to such participant or on an unlimited basis, depending on the model of Nissan EV purchased or leased.

Until March 1, 2024, in the event a participant did not use the entire amount of the allocated charging credit or if the annual charging credit pool was not exhausted within a specific period, a portion of the remaining dollar value of such credit rolled over to subsequent periods, and a portion was retained by the Company.

After March 1,

2024, Nissan is required to make additional payments to the extent needed to support charging credits for new enrollees, and unused funds from such additional payments will be returned to Nissan at the end of the term.

For Nissan EV purchasers or lessees receiving unlimited charging, the Company receives an upfront activation fee for each purchaser or lessee as well as a usage-based fee.

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.

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.

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

These arrangements can include provisions whereby the Company has 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, the Company’s arrangements may include warranties that its 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 EVgo, 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 condensed 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.

Historically, indemnity payments made by the Company have not had a material effect on its condensed consolidated financial statements.

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

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

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Purchase Commitments

As of September 30, 2024, EVgo had $ 38.0 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, of which $ 34.4 million were short-term in nature.

As of March 31, 2025, EVgo had $ 46.0 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, which were short-term in nature.

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

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In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the level within the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value as of:

September 30,

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.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of March 31, 2025 and December 31, 2024.

The estimated fair value of the Company's long-term debt was based on Level 3 inputs, which are comprised of interest rates currently available to the Company for the issuance of debt with similar terms and remaining maturities as a discount rate for the remaining principal payments.

As of March 31, 2025, the fair value of long-term debt was $ 78.9 million compared to the carrying value of $ 76.3 million, which excludes deferred debt issuance costs and includes paid-in-kind interest.

The long-term debt was valued using a discounted cash flow model.

Assumptions used in the valuation of the long-term debt were as follows as of March 31, 2025:

Interest payment frequency

First interest payment date

March 15, 2030

Credit spread (semi-annual)

Risk-free interest rate

US Constant Maturity Treasury

March 31, 2025

December 31, 2024

(in thousands)

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Total liabilities

The earnout liability was valued using a Monte Carlo simulation methodology.

The earnout liability was valued using the Monte Carlo simulation methodology.

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

September 30,

March 31, 2025

December 31, 2024

Risk-free interest rate

2 unchanged sentences

Dividend rate

The warrants are accounted for as liabilities in accordance with ASC 815, Derivatives and Hedging , and are presented as warrant liabilities on the condensed consolidated balance sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in

the condensed consolidated statements of operations.

The warrants are accounted for as liabilities in accordance with ASC 815 and are presented as warrant liabilities on the condensed consolidated balance sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations.

The closing price of the Public Warrants was used as its fair value as of each relevant date .

As of September 30, 2024, the Private Placement Warrants were valued using a Monte Carlo simulation methodology, which is considered a Level 3 fair value measurement.

Assumptions used in the valuation of the Private Placement Warrant liability using the Monte Carlo simulation methodology are as follows as of:

September 30,

As of March 31, 2025 and December 31, 2024, 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:

March 31, 2025

December 31, 2024

Risk-free interest rate

7 unchanged sentences

Change in fair value of liability

Fair value as of September 30, 2024

The fair values of the Company’s money market funds are based on quoted prices in active markets for identical assets.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2024 and December 31, 2023.

Fair value as of March 31, 2025

Note 12 — Income Taxes

The provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted related to the Company’s ownership in EVgo OpCo.

The provision for income taxes consists primarily of income taxes related to federal and state jurisdictions where business is conducted through the Company’s ownership in EVgo OpCo.

All income (loss) before income taxes is generated in the U.S.

The Company’s provision for income taxes and effective tax rates reflect the impact of a full valuation allowance on its deferred tax assets and a significant portion of income (loss) being allocated to a nontaxable partnership.

In assessing the realization of its deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

Management considered all available material evidence, both positive and negative, in assessing the appropriateness of a valuation allowance for the Company’s deferred tax assets, including the generation of future taxable income, the scheduled reversal of deferred tax liabilities and other available material evidence.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance against its net deferred tax assets as of September 30, 2024 and December 31, 2023 .

The Company files a U.S.

federal income tax return and income tax returns in various state and local jurisdictions and is subject to examination by the various taxing authorities for all periods since its inception.

As of September 30, 2024 and December 31, 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 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.

The Company has elected to account for these credits 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 30C Credits.

During the three and nine months ended September 30, 2024, the Company transferred EVgo OpCo’s 2023 30C Credits for proceeds, net of estimated transaction costs, of $ 9.0 million.

The Company has not recognized any income tax benefits related to the transfers of any 2023 30C Credits as of September 30, 2024 as the Company retains substantive indemnification risks.

The Company did not transfer any 30C credits during the three and nine months ended September 30, 2023.

Note 12 – Tax Receivable Agreement

The Company’s provision for income taxes reflects the impact of a full valuation allowance on its deferred tax assets and a significant portion of income (loss) being allocated to a nontaxable partnership.

The Company records a valuation allowance to reduce deferred tax assets when it is more likely than not that the tax benefit will not be realized.

Management considers 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 timing of the reversal of deferred tax liabilities and other available material evidence.

After consideration of all available evidence, management believes that significant uncertainty exists with respect to the future realization of the Company’s deferred tax assets and has therefore established a full valuation allowance against its net deferred tax assets as of March 31, 2025 and December 31, 2024.

The Company files income tax returns in the U.S.

federal, state and local jurisdictions and is subject to examination by the various taxing authorities for all periods since its inception due to its tax loss carryforwards.

As of March 31, 2025 and December 31, 2024, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties.

Note 13 — 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) (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 Tax Receivable Agreement generally provides for payment by the Company, Thunder Sub or any of their subsidiaries other than EVgo OpCo and its subsidiaries (“Company Group”) to the TRA Holders of 85 % of the net cash savings, if any, in U.S.

federal, state and local income tax and franchise tax that the Company actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis that occur as a result of

the Company Group’s acquisition (or deemed acquisition for U.S.

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

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

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

Amounts payable by the Company under the Tax Receivable Agreement are accrued through a charge to income when it is probable that a liability has been incurred and the amount is estimable.

As of September 30, 2024, no transactions have occurred that would result in a cash tax savings benefit that would trigger the recording of a liability by the Company based on the terms of the Tax Receivable Agreement.

The redemption of EVgo OpCo Units that occurred in December 2024 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 March 31, 2025, the Company does not expect any cash tax benefit from the tax attributes produced by the redemption and therefore no amounts have been accrued as the liability is not deemed probable.

The unrecorded tax liability related to the redemption is estimated at $ 33.8 million as of March 31, 2025.

Note 14 — Share-Based Compensation

The following table sets forth the Company’s total share-based compensation expense in the Company’s condensed consolidated statements of operations:

Three Months Ended

Nine Months Ended

September 30,

The following table sets forth the Company’s total share-based compensation expense included in the Company’s condensed consolidated statements of operations:

Three Months Ended March 31,

(in thousands)

2 unchanged sentences

Total share-based compensation expense

During the three months ended September 30, 2023, the Company entered into a transition agreement with Catherine Zoi and certain other parties in connection with 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 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 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.

2021 Long Term 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.

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

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 September 30, 2024, there were 12,638,937 shares of Class A common stock remaining available for grant.

As of March 31, 2025, there were 1,977,364 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 September 30, 2024.

Unless earlier terminated by action of the Company’s Board of Directors, the 2021 Incentive Plan will terminate on March 26, 2031 .

Stock Options

The following table summarizes stock option activity under the 2021 Incentive Plan for the nine months ended September 30, 2024:

The following table summarizes stock option activity:

(shares in thousands)

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Outstanding as of December 31, 2024

Outstanding as of September 30, 2024

Exercisable as of September 30, 2024

As of September 30, 2024, the Company’s unrecognized share-based compensation expense related to stock options was approximately $ 0.3 million, which is expected to be recognized over a period of 1.1 years.

No stock options were granted or exercised during the nine months ended September 30, 2024.

Outstanding and expected to vest as of March 31, 2025

Exercisable as of March 31, 2025

As of March 31, 2025, the Company’s unrecognized share-based compensation expense related to stock options was $ 0.1 million, which is expected to be recognized over a one-year period.

No stock options were granted or exercised during the three months ended March 31, 2025.

Restricted Stock Units

Service-Based Awards

The table below represents the Company’s restricted stock unit (“RSU”) activity under the 2021 Incentive Plan during the nine months ended September 30, 2024:

The table below represents the Company’s restricted stock units (“RSU”) activity:

(shares in thousands)

Nonvested as of December 31, 2024

Nonvested and outstanding as of September 30, 2024

The total fair value of RSUs vested during the nine months ended September 30, 2024 was $ 8.3 million.

As of September 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $ 22.6 million, which is expected to be recognized over a period of 1.5 years .

Nonvested and outstanding as of March 31, 2025

The total fair value of RSUs vested during the three months ended March 31, 2025 was $ 15.9 million.

As of March 31, 2025, the Company’s unrecognized share-based compensation expense related to unvested RSUs was $ 34.5 million, which is expected to be recognized over a weighted average period of 1.7 years.

Market-Based Awards

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

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

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

The table below represents the Company’s MSU activity under the 2021 Incentive Plan for the nine months ended September 30, 2024:

The table below represents the Company’s market-based restricted stock units (“MSU”) activity :

(shares in thousands)

Nonvested as of December 31, 2024

Nonvested as of September 30, 2024

No MSUs vested during the nine months ended September 30, 2024.

The grant date fair value for such nonvested stock units was estimated using a Monte Carlo simulation that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period.

The following assumptions were used for the grants issued during the nine months ended September 30, 2024.

Nonvested as of March 31, 2025

Expected to vest as of March 31, 2025

The total fair value of MSUs that vested during the three months ended March 31, 2025 was $ 0.1 million .

As of March 31, 2025, the Company’s unrecognized share-based compensation expense related to unvested MSUs was $ 1.5 million, which is expected to be recognized over a weighted average period of 1.6 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 three months ended March 31, 2025 .

Risk-free interest rate

3 unchanged sentences

Remaining time to performance period end date (in years)

As of September 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested MSUs was approximately $ 1.3 million, which is expected to be recognized over a period of 1.5 years.

Performance-Based Awards

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

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

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

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 188 % 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 for the nine months ended September 30, 2024:

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

(shares in thousands)

Nonvested as of December 31, 2024

Nonvested as of September 30, 2024

No PSUs vested during the nine months ended September 30, 2024.

As of September 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested PSUs was approximately $ 3.8 million, which is contingent upon meeting the performance objectives.

Nonvested and expected to vest as of March 31, 2025

There were no PSUs that vested during the three months ended March 31, 2025.

As of March 31, 2025, the Company’s unrecognized share-based compensation expense related to unvested PSUs was $ 8.4 million, which is expected to be recognized over a weighted average period of 2.6 years.

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

EVgo Management Holdings, LLC Incentive Units

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

Of each individual grant of Incentive Units, 65 % of the grant was designated as time vesting (the “Time Vesting Incentive Units”) and the remaining 35 % of the grant was designated as sale vesting (the “Sale Vesting Incentive Units”).

The Time Vesting Incentive Units vest annually and equally over a period of four years from the date of grant.

Sale Vesting Incentive Units vest based upon the achievement of certain trigger events relating to the sale of EVgo Holdings.

Presented below is a summary of the activity of the Company’s Incentive Units during the nine months ended September 30, 2024:

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

Each Incentive Unit grants a profits interest in EVgo Holdings, which can generally be described as a participation interest whose right to receive distributions is

determined by the cumulative amount of distributions (cash or in-kind) received by each outstanding Capital Unit in EVgo Holdings up to and including the date of a distribution.

Distributions to the Incentive Unit holders are made solely from cash or property of EVgo Holdings.

Incentive Unit holders have no claim as to the cashflow or assets of EVgo Holdco or EVgo Services.

Presented below is a summary of the activity of the Company’s Incentive Units:

(units in thousands)

Nonvested as of December 31, 2024

Nonvested as of September 30, 2024

As of September 30, 2024, the Company’s unrecognized share-based compensation expense related to unvested Time Vesting Incentive Units was approximately $ 0.1 million, which is expected to be recognized over a period of 0.3 years.

Nonvested as of March 31, 2025

The total grant-date fair value of time vesting Incentive Units (“Time Vesting Incentive Units”) that vested during the three months ended March 31, 2025 was $ 0.4 million.

As of March 31, 2025, the Company has recognized all share-based compensation expense related to Time Vesting Incentive Units.

As of March 31, 2025, unrecognized share-based compensation expense related to unvested sale vesting Incentive Units (“Sale Vesting Incentive Units”) was $ 1.2 million, which is contingent upon the occurrence of a sale event.

Note 15 — Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share:

Three Months Ended

Nine Months Ended

September 30,

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

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

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

Diluted EPS is generally calculated by dividing net income (loss) attributable to common stockholders adjusted for the effects of any dilutive securities by the weighted average number of common shares outstanding plus the additional dilution for all potentially dilutive securities.

During loss periods, diluted loss per share is based on the weighted average number of common shares outstanding (basic), because the inclusion of common stock equivalents would be antidilutive.

The following table sets forth the computation of basic and diluted net income loss per share:

Three Months Ended March 31,

(in thousands, except per share data)

3 unchanged sentences

Net loss attributable to Class A common stockholders, basic and diluted

Weighted average common stock outstanding

Weighted average Class A common stock outstanding

weighted average unvested Earnout Shares outstanding

Weighted average common stock outstanding, basic and diluted

Net loss per share – basic and diluted

Weighted average Class A common stock outstanding, 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.

For the periods in which EPS is presented, the Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Class A common stockholders since their impact would have been antidilutive:

Three and Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

2 unchanged sentences

Stock options

Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted EPS because their vesting threshold (i.e., the $ 15.00 triggering event) had not yet been met as of September 30, 2024 and 2023.

There were approximately 0.9 million shares of MSUs that were excluded from the computation of diluted EPS as their market vesting conditions had not yet been met as of September 30, 2024.

Additionally, 718,750 unvested Earnout Shares were excluded from the computation of diluted EPS since the volume-weighted average price of the share did not equal or exceed at least $ 15.00 as of March 31, 2025 and 2024.

There were 1.0 million MSUs that were excluded from the computation of diluted EPS as their market vesting conditions had not yet been met as of March 31, 2025 and 2024.

There were 1.9 million PSUs that were excluded from the computation of diluted EPS as their performance conditions would not have been met as of March 31, 2025 .

Note 16 — Redeemable Noncontrolling Interest

As of September 30, 2024 and December 31, 2023, EVgo Holdings held 195,800,000 EVgo OpCo Units, representing a 64.8 % and a 65.5 % economic ownership interest, respectively, in EVgo OpCo (reflecting the exclusion of 718,750 shares of Class A common stock held by other entities that were subject to possible forfeiture) and that same number of shares of the Company’s Class B common stock, representing a 64.7 % and a 65.4 % voting interest, respectively, in the Company.

On December 16, 2024, EVgo Inc.

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

Pursuant to the SPA, EVgo Inc.

and EVgo OpCo agreed to redeem from EVgo Holdings 23,000,000 units of EVgo OpCo Units and 23,000,000 shares of Class B common stock.

In exchange for the EVgo OpCo Units and shares of Class B common stock, EVgo Inc.

and EVgo OpCo agreed to transfer 23,000,000 newly issued shares of Class A common stock to EVgo Holdings.

In connection with the SPA.

entered into an underwriting agreement with J.P.

Morgan Securities LLC, Goldman Sachs & Co.

LLC, Morgan Stanley & Co.

LLC and Evercore Group L.L.C., as representatives of several underwriters, and EVgo Holdings, as selling stockholder, relating to an underwritten public offering (the “Secondary Offering”) of 23,000,000 shares of Class A common stock at a public offering price of $ 5.00 per share, pursuant to which, all 23,000,000 shares of Class A common stock were sold by EVgo Holdings.

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

The Secondary Offering closed on December 18, 2024.

As of March 31, 2025 and December 31, 2024, EVgo Holdings held 172,800,000 EVgo OpCo Units in EVgo OpCo (reflecting the exclusion of 718,750 shares of Class A common stock held by other entities that were subject to possible forfeiture) and the same number of shares of Class B common stock, representing a 56.5 % and 56.9 % interest, respectively, in the Company.

EVgo Holdings is entitled to one vote per share of Class B common stock but is not entitled to receive dividends or any assets upon liquidation, dissolution, distribution or winding-up of the Company.

Each EVgo OpCo Unit is redeemable, together with one share of Class B common stock, for either one share of Class A common stock or, at EVgo OpCo’s election, the cash equivalent market value of one share of Class A common stock in accordance with the terms of the EVgo OpCo A&R LLC Agreement (see Note 9).

The EVgo OpCo Units held by EVgo Holdings have been classified as a redeemable noncontrolling interest in the Company.

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

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

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

Net income or loss and other comprehensive income or loss are attributed to the redeemable noncontrolling interest during each reporting period based on its ownership percentage, as appropriate.

Subsequent to that, the redeemable noncontrolling interest is measured at its fair value (i.e., based on the Class A common stock price) at the end of each reporting period, exclusive of the par value of the related Class B common stock, with the remeasurement amount being no less than the initial carrying amount, as adjusted for the redeemable noncontrolling interest’s share of net income or loss and other comprehensive income or loss.

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

The following is a reconciliation of changes in the redeemable noncontrolling interest for the nine months ended September 30, 2024:

The following is a reconciliation of changes in the redeemable noncontrolling interest.

(in thousands)

Balance as of December 31, 2024

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 September 30, 2024

Note 16 – Subsequent Event

On October 3, 2024, the U.S.

Department of Energy (“DOE”) Loan Programs Office (“LPO”) announced that EVgo received conditional commitment for a loan guarantee of up to $ 1.05 billion of debt financing under its Title 17 program to accelerate expansion of EVgo’s fast charging network across the U.S.

The proposed financing will be provided directly by the Federal Financing Bank as a loan, guaranteed by DOE, and structured as a limited recourse project financing.

While this conditional commitment indicates DOE’s intent to finance the project, DOE and the Company must satisfy certain technical, legal, environmental, and financial conditions and DOE must complete environmental review before the DOE decides whether to enter into definitive financing documents and fund the loan.

The Company is working to satisfy the required conditions.

Balance as of March 31, 2025

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-Q

Item 1. Financial Statements