EVgo Inc. 10-Q

Item 1. Financial Statements. EVgo Inc. and Subsidiaries Condensed Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ December 31, 2024 (in thousands) ​ (unaudited) ​ ​ ​ Assets ​ ​ ​ ​ ​ Current assets Cash and cash equivalents ​ $ 150,008 ​ $ 117,273 Restricted cash, current ​ ​ 14,771 ​ ​ 3,239 Accounts receivable, net of allowance of $ 1,827 and $ 1,196 as of March 31, 2025 and December 31, 2024 ​ 43,050 ​ 45,849 Accounts receivable, capital-build ​ 19,077 ​ 17,732 Prepaids and other current assets ​ ​ 24,372 ​ ​ 21,282 Total current assets ​ 251,278 ​ 205,375 Property, equipment and software, net ​ 413,869 ​ 414,968 Operating lease right-of-use assets ​ ​ 91,301 ​ ​ 89,295 Restricted cash, noncurrent ​ ​ 5,801 ​ ​ — Other assets ​ 25,920 ​ 24,321 Intangible assets, net ​ 36,760 ​ 38,750 Goodwill ​ 31,052 ​ 31,052 Total assets ​ $ 855,981 ​ $ 803,761 ​ ​ ​ ​ ​ ​ ​ Liabilities, redeemable noncontrolling interest and stockholders’ deficit ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ Accounts payable ​ $ 16,166 ​ $ 13,031 Accrued liabilities ​ 34,632 ​ 42,953 Operating lease liabilities, current ​ ​ 6,963 ​ ​ 7,326 Deferred revenue, current ​ 50,599 ​ 46,258 Other current liabilities ​ 2,537 ​ 1,842 Total current liabilities ​ 110,897 ​ 111,410 Operating lease liabilities, noncurrent ​ ​ 85,293 ​ ​ 83,043 Earnout liability, at fair value ​ ​ 194 ​ ​ 942 Asset retirement obligations ​ 25,384 ​ 23,793 Capital-build liability ​ 52,191 ​ 51,705 Deferred revenue, noncurrent ​ 70,265 ​ 70,466 Warrant liabilities, at fair value ​ ​ 4,396 ​ ​ 9,740 Other long-term liabilities ​ 8,191 ​ 8,931 Long-term debt ​ ​ 76,296 ​ ​ — Total liabilities ​ ​ 433,107 ​ ​ 360,030 The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 9 Table of Contents EVgo Inc. and Subsidiaries ​ Condensed Consolidated Balance Sheets (continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ December 31, 2024 (in thousands, except share data) ​ (unaudited) ​ ​ ​ Commitments and contingencies (Note 10) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable noncontrolling interest ​ $ 459,648 ​ $ 699,840 ​ ​ ​ ​ ​ ​ ​ Stockholders’ deficit ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.0001 par value; 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 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 ​ ​ 13 ​ ​ 13 Class B common stock, $ 0.0001 par value; 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 ​ ​ 17 ​ ​ 17 Additional paid-in capital ​ ​ 5,351 ​ ​ — Accumulated deficit ​ ​ ( 42,155 ) ​ ​ ( 256,139 ) Total stockholders’ deficit ​ ( 36,774 ) ​ ( 256,109 ) Total liabilities, redeemable noncontrolling interest and stockholders’ deficit ​ $ 855,981 ​ $ 803,761 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 10 Table of Contents EVgo Inc. and Subsidiaries Condensed Consolidated Statements of Operations (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, (in thousands, except per share data) ​ 2025 2024 Revenue ​ ​ Charging, retail ​ $ 30,015 ​ $ 18,326 Charging, commercial ​ ​ 7,783 ​ ​ 5,107 Charging, OEM ​ ​ 5,258 ​ ​ 2,732 Regulatory credit sales ​ ​ 2,786 ​ ​ 2,034 Network, OEM ​ ​ 1,256 ​ ​ 3,423 Total charging network ​ ​ 47,098 ​ ​ 31,622 eXtend ​ ​ 23,488 ​ ​ 19,151 Ancillary ​ ​ 4,701 ​ ​ 4,385 Total revenue ​ 75,287 ​ 55,158 ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ ​ ​ ​ ​ ​ Charging network ​ ​ 29,609 ​ ​ 18,710 Other ​ ​ 20,400 ​ ​ 19,248 Depreciation, net of capital-build amortization ​ ​ 15,955 ​ ​ 10,359 Total cost of sales ​ ​ 65,964 ​ ​ 48,317 Gross profit ​ ​ 9,323 ​ ​ 6,841 ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ General and administrative ​ ​ 38,628 ​ ​ 34,226 Depreciation, amortization and accretion ​ ​ 4,095 ​ ​ 4,985 Total operating expenses ​ ​ 42,723 ​ ​ 39,211 Operating loss ​ ​ ( 33,400 ) ​ ​ ( 32,370 ) ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ( 517 ) ​ ​ — Interest income ​ ​ 1,694 ​ ​ 2,273 Other expense, net ​ ​ ( 5 ) ​ ​ ( 9 ) Change in fair value of earnout liability ​ ​ 748 ​ ​ 208 Change in fair value of warrant liabilities ​ ​ 5,344 ​ ​ 1,718 Total other income, net ​ ​ 7,264 ​ ​ 4,190 Loss before income tax expense ​ ​ ( 26,136 ) ​ ​ ( 28,180 ) Income tax expense ​ ​ ( 91 ) ​ ​ ( 13 ) Net loss ​ ​ ( 26,227 ) ​ ​ ( 28,193 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 14,865 ) ​ ​ ( 18,360 ) Net loss attributable to Class A common stockholders ​ $ ( 11,362 ) ​ $ ( 9,833 ) ​ ​ ​ ​ ​ ​ ​ Net loss per share to Class A common stockholders, basic and diluted ​ $ ( 0.09 ) ​ $ ( 0.09 ) ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ 11 Table of Contents EVgo Inc. and Subsidiaries ​ Condensed Consolidated Statements of Stockholders’ Deficit For the Three Months Ended March 31, 2025 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Class A Common Stock ​ Class B Common Stock ​ Paid-In ​ Accumulated ​ Stockholders’ (in thousands) ​ Shares ​ Amount Shares ​ Amount Capital Deficit Deficit Balance, December 31, 2024 ​ 129,974 $ 13 172,800 $ 17 $ — $ ( 256,139 ) $ ( 256,109 ) Share-based compensation ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,879 ​ ​ — ​ ​ 5,879 Issuance of Class A common stock under share-based compensation plans ​ ​ 3,558 ​ ​ 0 ​ ​ — ​ ​ — ​ ​ 0 ​ ​ — ​ ​ — Shares withheld for taxes ​ ​ ( 220 ) ​ ​ 0 ​ ​ — ​ ​ — ​ ​ ( 528 ) ​ ​ — ​ ​ ( 528 ) Net loss¹ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 11,362 ) ​ ​ ( 11,362 ) Redeemable noncontrolling interest adjustment to fair value ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 225,346 ​ ​ 225,346 Balance, March 31, 2025 ​ ​ 133,312 ​ $ 13 ​ ​ 172,800 ​ $ 17 ​ $ 5,351 ​ $ ( 42,155 ) ​ $ ( 36,774 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ¹ Excludes $ 14.9 million of net loss attributable to redeemable noncontrolling interest. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 12 Table of Contents EVgo Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Deficit For the Three Months Ended March 31, 2024 (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ ​ Class A Common Stock ​ Class B Common Stock ​ Paid-In ​ Accumulated ​ Stockholders’ ​ (in thousands) ​ Shares Amount ​ Shares ​ Amount ​ Capital ​ Deficit ​ Deficit Balance, December 31, 2023 ​ 102,936 $ 10 195,800 $ 20 $ 87,928 $ ( 248,547 ) $ ( 160,589 ) ​ Share-based compensation ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 4,831 ​ ​ — ​ ​ 4,831 ​ Issuance of Class A common stock under share-based compensation plans ​ ​ 2,501 ​ ​ 1 ​ ​ — ​ ​ — ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ Net loss¹ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 9,833 ) ​ ​ ( 9,833 ) ​ Redeemable noncontrolling interest adjustment to fair value ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 191,266 ​ ​ 191,266 ​ Balance, March 31, 2024 ​ ​ 105,437 ​ $ 11 ​ ​ 195,800 ​ $ 20 ​ $ 92,758 ​ $ ( 67,114 ) ​ $ 25,675 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ¹ Excludes $ 18.4 million of net loss attributable to redeemable noncontrolling interest. ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 13 Table of Contents EVgo Inc. and Subsidiaries ​ Condensed Consolidated Statements of Cash Flows (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, (in thousands) ​ 2025 2024 Cash flows from operating activities ​ ​ ​ Net loss ​ $ ( 26,227 ) ​ $ ( 28,193 ) Adjustments to reconcile net loss to net cash used in operating activities ​ ​ ​ ​ ​ Depreciation, amortization and accretion ​ 20,050 ​ ​ 15,344 Net loss on disposal of property and equipment, net of insurance recoveries, and impairment expense ​ 1,199 ​ ​ 2,740 Share-based compensation ​ 5,494 ​ ​ 4,701 Change in fair value of earnout liability ​ ​ ( 748 ) ​ ​ ( 208 ) Change in fair value of warrant liabilities ​ ​ ( 5,344 ) ​ ​ ( 1,718 ) Paid-in-kind interest, amortization of deferred debt issuance costs, net of capitalized interest ​ ​ 513 ​ ​ — Other ​ ​ 7 ​ ​ 5 Changes in operating assets and liabilities ​ ​ ​ ​ ​ Accounts receivable, net ​ 2,798 ​ ​ ( 379 ) Prepaids and other current assets and other assets ​ ( 4,810 ) ​ ​ ( 1,763 ) Operating lease assets and liabilities, net ​ ​ ( 119 ) ​ ​ 40 Accounts payable ​ 632 ​ ​ ( 137 ) Accrued liabilities ​ ( 7,657 ) ​ ​ ( 5,595 ) Deferred revenue ​ ​ 4,141 ​ ​ 1,266 Other current and noncurrent liabilities ​ ( 175 ) ​ ​ ( 185 ) Net cash used in operating activities ​ ( 10,246 ) ​ ​ ( 14,082 ) Cash flows from investing activities ​ ​ ​ ​ ​ Capital expenditures ​ ​ ( 14,992 ) ​ ​ ( 21,071 ) Proceeds from insurance for property losses ​ ​ 22 ​ ​ 48 Net cash used in investing activities ​ ( 14,970 ) ​ ​ ( 21,023 ) Cash flows from financing activities ​ ​ ​ ​ ​ Proceeds from long-term debt ​ ​ 75,291 ​ ​ — Proceeds from capital-build funding ​ 1,871 ​ ​ 1,680 Payments of withholding tax on net issuance of restricted stock units ​ ​ ( 528 ) ​ ​ — Payments of deferred debt issuance costs ​ ​ ( 1,350 ) ​ ​ ( 195 ) Net cash provided by financing activities ​ 75,284 ​ ​ 1,485 Net increase (decrease) in cash, cash equivalents and restricted cash ​ 50,068 ​ ​ ( 33,620 ) Cash, cash equivalents and restricted cash, beginning of period ​ 120,512 ​ ​ 209,146 Cash, cash equivalents and restricted cash, end of period ​ $ 170,580 ​ $ 175,526 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 14 Table of Contents EVgo Inc. and Subsidiaries ​ Condensed Consolidated Statements of Cash Flows (continued) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, (in thousands) ​ 2025 2024 Reconciliation of cash, cash equivalents and restricted cash to condensed consolidated balance sheets ​ ​ ​ ​ ​ ​ Beginning of period ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 117,273 ​ $ 208,674 Restricted cash, current ​ ​ 3,239 ​ ​ 472 Total cash, cash equivalents and restricted cash, beginning of period ​ $ 120,512 ​ $ 209,146 ​ ​ ​ ​ ​ ​ ​ End of period ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 150,008 ​ $ 175,054 Restricted cash, current ​ ​ 14,771 ​ ​ 472 Restricted cash, noncurrent ​ ​ 5,801 ​ ​ — Total cash, cash equivalents and restricted cash, end of period ​ $ 170,580 ​ $ 175,526 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of noncash investing and financing activities ​ ​ ​ ​ ​ Non-cash adjustments to redeemable noncontrolling interest ​ $ 225,346 ​ $ 191,266 Capital expenditures in accounts payable and accrued liabilities ​ $ 14,791 ​ $ 15,129 Deferred debt issuance costs in accounts payable, accrued liabilities, other current liabilities and other liabilities ​ $ 10,777 ​ $ 379 Non-cash increase in capital-build ​ $ 3,374 ​ $ 4,332 Non-cash increase in asset retirement obligations ​ $ 1,290 ​ $ 371 Paid-in-kind interest ​ $ 1,005 ​ $ — Interest capitalized in property, equipment and software ​ $ 833 ​ $ — Share-based compensation capitalized to property, equipment and software ​ $ 403 ​ $ 251 The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 15 Table of Contents EVgo Inc. and Subsidiaries ​ Notes to Condensed Consolidated Financial Statements (unaudited) Note 1 — Description of Business and Nature of Operations EVgo Inc. (“EVgo” or the “Company”) owns and operates a public direct current (“DC”) fast charging network for electric vehicles (“EVs”) in the United States (“U.S.”). EVgo’s network of charging stations provides EV charging infrastructure to consumers and businesses. Its network is capable of charging all EV models and charging standards currently available in the U.S. EVgo partners with automotive original equipment manufacturers (“OEMs”), fleet and rideshare operators, retail hosts such as grocery stores, shopping centers, gas stations, parking lot operators, governments and other organizations and property owners in order to locate and deploy its EV charging infrastructure. EVgo Services LLC (“EVgo Services”) was formed in October 2010 as NRG EV Services, LLC, a Delaware limited liability company and wholly owned subsidiary of NRG Energy, Inc., an integrated power company based in Houston, Texas (“NRG”). On June 17, 2016, NRG sold a majority interest in EVgo Services to Vision Ridge Partners. On January 16, 2020, EVgo Holdco, LLC (“EVgo Holdco”), a Delaware limited liability company and a subsidiary of LS Power Equity Partners IV, L.P. (“LS Power”), completed an acquisition of EVgo Services pursuant to the merger agreement among EVgo Services, its investors and EVgo Holdco, whereby EVgo Services became a wholly-owned subsidiary of EVgo Holdco, resulting in a change in control of EVgo Services (the “Holdco Merger”). LS Power formed EVgo Holdings, LLC (“EVgo Holdings”) and EVgo Holdco as part of the transaction. EVgo Inc. was incorporated in Delaware on August 4, 2020 under the name “Climate Change Crisis Real Impact I Acquisition Corporation” (“CRIS”) and was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On October 2, 2020, the Company completed its initial public offering (the “Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 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”). On July 1, 2021 (the “CRIS Close Date”), the Company consummated the business combination (the “CRIS Business Combination”) with CRIS, CRIS Thunder Merger LLC (“Thunder Sub”), EVgo Holdings, EVgo Holdco and EVgo OpCo, LLC (“EVgo OpCo” and together with EVgo Holdings and EVgo Holdco, the “EVgo Parties”) pursuant to the business combination agreement dated January 21, 2021. Following the CRIS Close Date, the combined company 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 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”). 16 Table of Contents ​ ​ ​ Note 2 — Summary of Significant Accounting Policies Basis of Presentation and Consolidation 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. 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 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. GAAP. 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 (“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. Actual results experienced may vary materially and adversely from EVgo’s estimates. Revisions to estimates are recognized prospectively. Concentration of Business and Credit Risk The Company maintains its cash accounts in commercial banks. Cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation up to $ 250,000 . A portion of deposit balances may be in excess of federal insurance limits. The Company has not experienced any losses on such accounts. The Company mitigates its risk with respect to cash by maintaining its deposits at high-quality financial institutions and monitoring the credit ratings of those institutions. 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 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. 17 Table of Contents Reclassifications The Company has made certain reclassifications to prior period amounts to conform to the current period presentation. Cash, Cash Equivalents and Restricted Cash Cash and restricted cash, current and noncurrent, include cash held in cash depository accounts in major banks in the U.S. and are stated at cost. Cash equivalents are carried at fair value and are primarily invested in money market funds. Cash that is held by a financial institution and has restrictions on its availability to the Company is classified as current and noncurrent restricted cash. 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 Accounts receivable are amounts due from customers under normal trade terms. Payment terms for accounts receivable related to capital-build agreements are specified in the individual agreements and vary depending on the counterparty. Management reviews accounts receivable on a recurring basis to determine if any accounts receivable will potentially be uncollectible. The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for doubtful accounts. After all attempts to collect an account receivable have failed, the account receivable is written off against the allowance for doubtful accounts. 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) ​ 2025 2024 Operations and network operations ​ $ 12,636 ​ $ 13,211 Other general and administrative ​ ​ 11,891 ​ ​ 10,540 Technology and development ​ ​ 9,356 ​ ​ 7,095 Sales and marketing ​ ​ 4,745 ​ ​ 3,380 General and administrative expenses ​ $ 38,628 ​ $ 34,226 ​ ​ 18 Table of Contents 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 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 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. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. Note 3 — Revenue Recognition The following table provides information about contract assets and liabilities from contracts with customers: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change (dollars in thousands) ​ March 31, 2025 December 31, 2024 $ ​ % Contract assets ​ $ 1,821 ​ $ 1,383 ​ $ 438 ​ ​ 32 % Contract liabilities ​ $ 120,864 ​ $ 116,724 ​ $ 4,140 ​ ​ 4 % ​ 19 Table of Contents The balance of contract assets is driven by the difference in timing of when revenue is recognized from performance obligations satisfied in the current reporting period and when amounts are invoiced to the customer. The balance of contract liabilities is driven by the difference in timing between when cash is received pursuant to a contract and when the Company’s performance obligations under the contract are satisfied. The following table provides the activity for the contract liabilities recognized: ​ ​ ​ ​ ​ ​ ​ March 31, (in thousands) ​ 2025 Beginning balance ​ $ 116,724 Additions ​ 40,158 Recognized in revenue ​ ​ ( 35,544 ) Changes in estimate of transaction price ​ ( 474 ) Ending balance ​ $ 120,864 ​ Revenues include the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, (in thousands) ​ 2025 2024 Amounts included in the beginning of period contract liabilities balance ​ $ 12,058 ​ $ 12,411 Amounts associated with performance obligations satisfied in previous periods ​ $ 36 ​ $ 42 ​ It is anticipated that deferred revenue as of March 31, 2025 will be recognized in the following periods ending December 31: ​ ​ ​ ​ ​ (in thousands) ​ ​ ​ 2025 ​ $ 13,825 2026 ​ 12,950 2027 ​ 18,128 2028 ​ ​ 23,537 2029 ​ ​ 18,495 ​ ​ $ 86,935 ​ 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 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 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. ​ ​ 20 Table of Contents Note 4 — Lease Accounting Lessee Accounting The Company has entered into agreements with Site Hosts, which allow the Company to operate charging stations on the Site Hosts’ property. Additionally, the Company leases offices, a warehouse and laboratory space under agreements with third-party landlords. The agreements with the Site Hosts and landlords are deemed to be operating leases. Original lease terms generally range from one to 15 years , and most leases contain renewal options that can extend the term for up to an additional five years and certain leases have renewal options for up to an additional 30 years . The Company has not entered into any finance leases. The Company has estimated operating lease commitments of $ 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 March 31, (in thousands) ​ 2025 ​ 2024 Operating lease costs ​ ​ ​ ​ ​ ​ Charging network cost of sales $ 2,661 $ 1,774 Other cost of sales ​ ​ 690 ​ ​ 655 General and administrative expenses ​ ​ 1,129 ​ ​ 1,074 Variable lease costs ​ ​ ​ ​ ​ ​ Charging network cost of sales ​ ​ 530 ​ ​ 446 General and administrative expenses ​ ​ 13 ​ ​ 24 ​ ​ $ 5,023 ​ $ 3,973 ​ As of March 31, 2025, the maturities of operating lease liabilities for the periods ending December 31, were as follows: ​ ​ ​ ​ ​ (in thousands) ​ ​ 2025 ​ $ 11,389 2026 ​ ​ 15,958 2027 ​ ​ 15,502 2028 ​ ​ 15,280 2029 ​ ​ 15,102 2030 ​ ​ 14,875 Thereafter ​ ​ 48,411 Total undiscounted operating lease payments ​ ​ 136,517 Less: imputed interest ​ ​ ( 44,261 ) Total discounted operating lease liabilities ​ $ 92,256 ​ Other supplemental and cash flow information consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, (dollars in thousands) ​ 2025 ​ 2024 Weighted-average remaining lease term (in years) ​ 8.7 ​ ​ 9.0 Weighted-average discount rate ​ ​ 9.3 % ​ ​ 9.5 Cash paid for amounts included in measurement of operating lease liabilities ​ $ 3,836 ​ ​ $ 3,382 21 Table of Contents ROU assets obtained in exchange for new operating lease liabilities ​ $ 3,801 ​ ​ $ 9,603 ​ Lessor Accounting 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 March 31, (in thousands) ​ 2025 ​ 2024 Ancillary revenue ​ ​ ​ ​ ​ ​ Operating lease income $ 2,071 ​ $ 563 Sublease income ​ 37 ​ 267 ​ $ 2,108 ​ $ 830 ​ 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) ​ ​ ​ 2025 ​ $ 1,725 2026 ​ ​ 1,879 2027 ​ ​ 1,637 2028 ​ ​ 1,318 ​ ​ $ 6,559 ​ 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 $ 14,962 ​ $ 7,233 Less: accumulated depreciation ​ ​ ( 2,628 ) ​ ( 2,419 ) Property and equipment, net ​ $ 12,334 ​ $ 4,814 ​ ​ ​ ​ ​ ​ ​ Operating lease ROU assets ​ $ 3,258 ​ $ 7,915 ​ ​ ​ 22 Table of Contents Note 5 — Property, Equipment and Software, Net Property, equipment and software, net, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) March 31, 2025 December 31, 2024 Charging station installation costs ​ $ 285,342 ​ $ 278,069 Charging station equipment ​ 182,688 ​ 177,221 Construction in process ​ ​ 54,196 ​ ​ 53,144 Charging equipment ​ 39,949 ​ 35,739 Software ​ ​ 22,504 ​ ​ 22,286 Office equipment, vehicles and other ​ 1,518 ​ 1,533 Total property, equipment and software ​ 586,197 ​ 567,992 Less accumulated depreciation and amortization ​ ( 172,328 ) ​ ( 153,024 ) Property, equipment and software, net ​ $ 413,869 ​ $ 414,968 ​ Depreciation, amortization, impairment expense and loss on disposal of property and equipment, net of insurance recoveries, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, (in thousands) 2025 2024 Cost of sales ​ ​ ​ ​ ​ ​ Depreciation of property and equipment ​ $ 18,843 ​ $ 12,375 Amortization of capital-build liability ​ ​ ( 2,888 ) ​ ​ ( 2,016 ) General and administrative expenses ​ ​ ​ ​ ​ Depreciation of property and equipment ​ ​ 84 ​ ​ 117 Amortization of software ​ ​ 1,434 ​ ​ 1,858 Impairment expense ​ ​ 903 ​ ​ 2,305 Loss on disposal of property and equipment, net of insurance recoveries ​ ​ 296 ​ ​ 435 ​ ​ $ 18,672 ​ $ 15,074 ​ ​ ​ ​ Note 6 — Intangible Assets, Net 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 ​ $ 41,500 ​ $ ( 18,017 ) ​ $ 23,483 6.8 years Developed technology ​ 14,000 ​ ( 4,918 ) ​ 9,082 9.3 years User base ​ ​ 11,000 ​ ( 10,246 ) ​ ​ 754 ​ 0.3 years Trade name ​ 5,000 ​ ( 1,559 ) ​ 3,441 11.3 years ​ ​ $ 71,500 ​ $ ( 34,740 ) ​ $ 36,760 ​ ​ ​ ​ Amortization of intangible assets was $ 2.0 million and $ 2.6 million for the three months ended March 31, 2025 and 2024, respectively. ​ 23 Table of Contents Note 7 — Asset Retirement Obligations 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. Asset retirement obligation activity was as follows: ​ ​ ​ ​ ​ (in thousands) ​ March 31, 2025 Beginning balance $ 23,793 Liabilities incurred ​ 367 Accretion expense ​ 587 Change in estimate ​ ​ 923 Liabilities settled ​ ( 286 ) Ending balance ​ $ 25,384 ​ ​ ​ 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) ​ ​ 2030 ​ $ 1,005 Thereafter ​ ​ 75,291 Long-term debt ​ $ 76,296 ​ 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 ​ $ 1,005 Amortization of deferred debt issuance costs ​ ​ 341 Capitalized interest ​ ​ ( 833 ) Total interest expense ​ $ 513 ​ ​ 24 Table of Contents Note 9 — Equity ATM Program On November 10, 2022, EVgo entered into a Distribution Agreement with J.P. Morgan Securities LLC, Evercore Group L.L.C. and Goldman Sachs & Co. LLC as sales agents, pursuant to which the Company may sell up to $ 200.0 million of shares of Class A common stock in “at the market” transactions at prevailing market prices (the “ATM Program”). As of 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 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 that EVgo procures. Subject to extensions of time for specified excusable events, if EVgo is unable to meet its commissioning obligations, the Pilot Company will be entitled to liquidated damages calculated per day, subject to a cap of $ 30,000 at each site. The Pilot Infrastructure Agreement includes customary events of default such as those resulting from insolvency, material breaches, and extended unexcused noncompliance, in each case subject to applicable notice and cure periods and other customary limitations on the parties’ ability to seek available remedies, including early termination. Additional provisions that may permit or cause early termination include the Pilot Company’s right to terminate after 1,000 stalls have been completed, the inability of EVgo to secure certain chargers and a material increase in the price of chargers due to a change in law. If the Pilot Company elects to terminate the Pilot Infrastructure Agreement after 1,000 stalls have been completed, the Pilot Company must pay EVgo a termination fee per stall for those not built; such fee varies based on the number of stalls already built. If EVgo is wholly or partially unable to perform its obligations under the Pilot Infrastructure Agreement due to certain circumstances outside its control, including delays by permitting authorities and utilities or certain force majeure events, such inability will not be considered a breach or default under the Pilot Infrastructure Agreement. Under the Pilot O&M Agreement, EVgo is required to perform operations, maintenance and networking services on stalls built and commissioned under the Pilot Infrastructure Agreement in exchange for payment of a monthly fee by the Pilot Company to EVgo. Similar to the Pilot Infrastructure Agreement, the Pilot O&M Agreement includes customary events of default and related remedies. Delta Charger Supply Agreement and Purchase Order On July 12, 2022, EVgo entered into a General Terms and Conditions for Sale of EV Charger Products (the “Delta Charger Supply Agreement”) with Delta Electronics, Inc. (“Delta”), including an initial purchase order (the “Purchase Order”), pursuant to which EVgo will purchase and Delta will sell EV chargers manufactured by Delta in specified quantities at certain delivery dates. EVgo expects to use a portion of the chargers purchased under the Purchase Order to meet the requirements of the Pilot Infrastructure Agreement. EVgo is required to purchase a minimum of 1,000 chargers from Delta under the Purchase Order and may, at EVgo’s election, increase the number of chargers it purchases from Delta to 1,100 . T he Purchase Order was amended in August 2023 to provide for certain Delta chargers to be manufactured in Delta’s facility in Plano, Texas rather than in Taiwan. 25 Table of Contents General Motors Agreement On July 20, 2020, EVgo entered into a contract with GM (as amended from time to time, the “GM Agreement”) to build fast charger stalls that EVgo will own and operate as part of the Company’s public network. The GM Agreement has been amended several times, to among other things, expand the overall number of charger stalls to be installed from 2,750 to 2,850 , adjust charger stall installation targets, extend the completion deadline to June 30, 2028, provide for a payment of $ 7,000,000 in December 2022 in exchange for EVgo’s agreement to apply certain branding decals on the fast chargers funded by GM pursuant to the GM Agreement and additional payments for changes to GM’s charger branding, and maintain a specified uptime percentage (described below) over the term of the agreement. 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, 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. EVgo is also required to maintain network availability (i.e., the percentage of time a charger is operational and available on the network) of at least 97 % across Flagship Stalls and 95 % across the rest of the GM network. In addition to the capital-build program, EVgo is committed to providing GM EV customers with reservations and certain EVgo services at a discounted rate and branding on chargers. The contract is accounted for under ASC 606, which includes performance obligations related to reservations, memberships, and branding. The capital-build program is considered a set-up activity and not a performance obligation under ASC 606. The GM Agreement is subject to early termination in certain circumstances, including in the event EVgo fails to meet the quarterly charger stall-installation milestones or maintain the specified level of network availability. If GM opts to terminate the agreement, EVgo may not be entitled to receive continued payments from GM and instead may be required to pay liquidated damages to GM. In the event EVgo fails to meet a charger stall-installation milestone or maintain the required network availability in a calendar quarter, GM has the right to provide EVgo with a notice of such deficiency within 30 days of the end of the quarter. If the same deficiency still exists at the end of the quarter immediately following the quarter for which a deficiency notification was delivered, GM may immediately terminate the agreement and seek pre-agreed liquidated damages. 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. Indemnifications and Guarantees 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 26 Table of Contents 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 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. The Company has assessed the current status of performance/payment risk related to arrangements with limited guarantees, warranty obligations, unspecified limitations, indemnification provisions, letters of credit and surety bonds, and believes that any potential payments would be immaterial to the condensed consolidated financial statements, as a whole. Legal Proceedings In the ordinary course of the Company’s business, the Company may be subject to lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes with vendors and customers and liabilities related to employment, health and safety matters. The Company accrues for losses that are both probable and reasonably estimable. Loss contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex and subject to change. Contingent liabilities arising from ordinary course litigation are not expected to have a material adverse effect on the Company’s financial position. However, future events or circumstances, currently unknown to management, may potentially have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting period. Purchase Commitments As of 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. ​ Note 11 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The carrying values of certain accounts such as cash, restricted cash, accounts receivable, 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. 27 Table of Contents 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 ​ Quarterly ​ First interest payment date ​ March 15, 2030 ​ Credit spread (semi-annual) ​ 1.29 % Risk-free interest rate ​ US Constant Maturity Treasury ​ ​ The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the level within the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ December 31, 2024 (in thousands) ​ Level Balance Level Balance Cash equivalents ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ 1 ​ $ 118,125 ​ 1 ​ $ 101,125 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnout liability 3 ​ $ 194 ​ 3 ​ $ 942 Warrant liability — Public Warrants ​ 1 ​ ​ 3,587 ​ 1 ​ ​ 7,987 Warrant liability — Private Placement Warrants ​ 3 ​ ​ 809 ​ 3 ​ ​ 1,753 Total liabilities ​ ​ ​ $ 4,590 ​ ​ ​ $ 10,682 ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 December 31, 2024 Stock price $ 2.66 ​ $ 4.05 Risk-free interest rate ​ ​ 4.0 % ​ ​ 4.2 % Expected restriction period (in years) ​ ​ 1.3 ​ ​ ​ 1.5 ​ Expected volatility ​ ​ 85 % ​ ​ 90 % Dividend rate ​ ​ — % ​ ​ — % ​ 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 . 28 Table of Contents 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 Stock price $ 2.66 ​ $ 4.05 Risk-free interest rate ​ ​ 4.0 % ​ ​ 4.2 % Expected term (in years) ​ ​ 1.3 ​ ​ ​ 1.5 ​ Expected volatility ​ ​ 115 % ​ ​ 105 % Dividend rate ​ ​ — % ​ ​ — % Exercise price ​ $ 11.50 ​ ​ $ 11.50 ​ ​ The following table presents a reconciliation for all liabilities measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ ​ Placement ​ ​ Earnout ​ Warrant (in thousands) ​ Liability ​ Liability Fair value as of December 31, 2024 $ 942 ​ $ 1,753 Change in fair value of liability ​ ​ ( 748 ) ​ ​ ( 944 ) Fair value as of March 31, 2025 ​ $ 194 ​ $ 809 ​ ​ Note 12 — Income Taxes 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 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 (“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 29 Table of Contents the Company Group’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of EVgo OpCo Units pursuant to any exercise of the Redemption Right and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the Tax Receivable Agreement. The Company Group will retain the benefit of any remaining net cash savings. If the Company Group elects to terminate the Tax Receivable Agreement early (or it is terminated early due to the Company Group’s failure to honor a material obligation thereunder or due to certain mergers, asset sales, other forms of business combinations or other changes of control), the Company Group is required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that the Company Group has sufficient taxable income on a current basis to fully utilize the tax benefits covered by the Tax Receivable Agreement and (ii) that any EVgo OpCo Units (other than those held by the Company Group) outstanding on the termination date or change of control date, as applicable, are deemed to be redeemed on such date). The redemption of EVgo OpCo Units 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 included in the Company’s condensed consolidated statements of operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, (in thousands) 2025 ​ 2024 Other cost of sales ​ $ 92 $ 87 General and administrative expenses ​ ​ 5,402 ​ ​ 4,614 Total share-based compensation expense ​ $ 5,494 ​ $ 4,701 ​ 2021 Long Term Incentive Plan 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 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 March 31, 2025. Unless earlier terminated by action of the Company’s Board of Directors, the 2021 Incentive Plan will terminate on March 26, 2031 . 30 Table of Contents Stock Options The following table summarizes stock option activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Shares ​ Weighted ​ Average ​ ​ ​ ​ ​ Underlying Average Remaining Aggregate (shares in thousands) ​ Options ​ Exercise Price ​ Contractual Life ​ Intrinsic Value Outstanding as of December 31, 2024 457 $ 7.55 ​ 7.8 years $ 153 Forfeited ​ ​ ( 21 ) ​ $ 7.79 ​ ​ ​ ​ ​ ​ Outstanding and expected to vest as of March 31, 2025 ​ ​ 436 ​ $ 7.53 ​ ​ 8 .0 years ​ $ — Exercisable as of March 31, 2025 ​ ​ 283 ​ $ 8.80 ​ ​ 7.8 years ​ $ — ​ 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 units (“RSU”) activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Grant Date (shares in thousands) ​ ​ Shares Fair Value Nonvested as of December 31, 2024 12,265 $ 3.88 Granted ​ ​ 8,382 ​ $ 2.59 Vested ​ ​ ( 3,532 ) ​ $ 4.49 Forfeited ​ ​ ( 446 ) ​ $ 3.68 Nonvested and outstanding as of March 31, 2025 ​ ​ 16,669 ​ $ 3.11 ​ ​ ​ 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 table below represents the Company’s market-based restricted stock units (“MSU”) activity : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Grant Date (shares in thousands) ​ ​ Shares Fair Value Nonvested as of December 31, 2024 ​ 942 $ 2.34 Granted ​ 285 ​ $ 1.97 Vested ​ ​ ( 27 ) ​ $ 2.35 Nonvested as of March 31, 2025 ​ ​ 1,200 ​ $ 2.25 31 Table of Contents Expected to vest as of March 31, 2025 ​ ​ 236 ​ $ 2.54 ​ 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 4.1 % Expected dividend yield ​ ​ — % Expected volatility ​ ​ 87 % Cost of equity ​ ​ 13.8 % Remaining time to performance period end date (in years) ​ ​ 5.0 ​ ​ Performance-Based Awards The Company has granted certain PSUs, which vest based on achievement of certain performance-based vesting conditions and subject to a three-year service condition. The number of shares that may ultimately vest with respect to each award may range from 0 % up to 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 table below represents the Company’s PSU activity under the 2021 Incentive Plan : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ Number of ​ Grant Date (shares in thousands) ​ ​ Shares Fair Value Nonvested as of December 31, 2024 1,694 $ 3.05 Granted ​ ​ 2,432 ​ $ 2.45 Forfeited ​ ​ ( 406 ) ​ $ 3.06 Nonvested and expected to vest as of March 31, 2025 ​ ​ 3,720 ​ $ 2.65 ​ 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”). 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 32 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Grant Date (units in thousands) ​ Units Fair Value Nonvested as of December 31, 2024 62 $ 24.81 Vested ​ ​ ( 7 ) ​ $ 51.11 Nonvested as of March 31, 2025 ​ ​ 55 ​ $ 21.33 ​ 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 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) ​ 2025 2024 Numerator ​ ​ ​ ​ Net loss $ ( 26,227 ) $ ( 28,193 ) Less: net loss attributable to redeemable noncontrolling interest ​ ​ ( 14,865 ) ​ ( 18,360 ) Net loss attributable to Class A common stockholders ​ ​ ( 11,362 ) ​ ​ ( 9,833 ) Less: net loss attributable to participating securities ​ ​ ( 62 ) ​ ​ ( 67 ) Net loss attributable to Class A common stockholders, basic and diluted ​ $ ( 11,300 ) ​ $ ( 9,766 ) ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ ​ ​ ​ ​ Weighted average Class A common stock outstanding ​ ​ 132,513 ​ ​ 105,395 Less: weighted average unvested Earnout Shares outstanding ​ ​ ( 719 ) ​ ​ ( 719 ) Weighted average Class A common stock outstanding, basic and diluted ​ ​ 131,794 ​ ​ 104,676 ​ ​ ​ ​ ​ ​ ​ Net loss per share to Class A common stockholders, basic and diluted ​ $ ( 0.09 ) ​ $ ( 0.09 ) ​ 33 Table of Contents 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 Months Ended March 31, (in thousands) 2025 ​ 2024 Public Warrants ​ 14,949 ​ 14,949 Private Placement Warrants ​ ​ 3,149 ​ ​ 3,149 RSUs ​ ​ 16,669 ​ ​ 14,250 MSUs ​ ​ 236 ​ ​ — PSUs ​ ​ 1,854 ​ ​ 1,808 Stock options ​ ​ 436 ​ ​ 1,058 ​ ​ ​ 37,293 ​ ​ 35,214 ​ 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 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. EVgo Inc. entered into an underwriting agreement with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Evercore Group L.L.C., as representatives of several underwriters, and EVgo Holdings, as selling stockholder, relating to an underwritten public offering (the “Secondary Offering”) of 23,000,000 shares of Class A common stock at a public offering price of $ 5.00 per share, pursuant to which, all 23,000,000 shares of Class A common stock were sold by EVgo Holdings. The number of shares of Class A common stock issued pursuant to the Secondary Offering equaled the number of shares of Class A common stock issued to EVgo Holdings, pursuant to the redemption of their EVgo OpCo Units and shares of Class B common stock. The 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 following is a reconciliation of changes in the redeemable noncontrolling interest. ​ 34 Table of Contents ​ ​ ​ ​ (in thousands) ​ ​ ​ Balance as of December 31, 2024 ​ $ 699,840 Equity-based compensation attributable to redeemable noncontrolling interest 19 Net loss attributable to redeemable noncontrolling interest ( 14,865 ) Adjustment to revise redeemable noncontrolling interest to its redemption value at period-end ( 225,346 ) Balance as of March 31, 2025 $ 459,648 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 35 Table of Contents ​