What changed in this filing

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Item 1. Financial Statements

2025-08-05 compared with 2025-05-06 · 222 added, 127 removed, 557 unchanged (39% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

March 31, 2025

June 30, 2025

December 31, 2024

3 unchanged sentences

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, net of allowance of $ 1,292 and $ 1,196 as of June 30, 2025 and December 31, 2024

Accounts receivable, capital-build

1 unchanged sentence

Total current assets

Restricted cash, noncurrent

Property, equipment and software, net

Operating lease right-of-use assets

Restricted cash, noncurrent

Intangible assets, net

8 unchanged sentences

Operating lease liabilities, noncurrent

Earnout liability, at fair value

Asset retirement obligations

1 unchanged sentence

Deferred revenue, noncurrent

Earnout liability, at fair value

Warrant liabilities, at fair value

5 unchanged sentences

Condensed Consolidated Balance Sheets (continued)

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

Preferred stock, $ 0.0001 par value;

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

10,000,000 shares authorized as of June 30, 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

1,200,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

133,526,365 and 129,973,698 shares issued and outstanding (excluding 718,750 shares subject to possible forfeiture) as of June 30, 2025 and December 31, 2024, respectively

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

Additional paid-in capital

400,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

172,800,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024

Accumulated deficit

4 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except per share data)

14 unchanged sentences

Operating loss

Other income (expense)

Interest expense

Interest income

Other expense, net

Other income (expense), net

Change in fair value of earnout liability

9 unchanged sentences

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2025

Class A Common Stock

8 unchanged sentences

Balance, March 31, 2025

Share-based compensation

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

Shares withheld for taxes

Redeemable noncontrolling interest adjustment to fair value

Balance, June 30, 2025

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

² Excludes $ 16.8 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 Three Months Ended March 31, 2024

For the Six Months Ended June 30, 2024

Class A Common Stock

7 unchanged sentences

Balance, March 31, 2024

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

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

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

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

Cash flows from operating activities

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

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

Depreciation, amortization and accretion

4 unchanged sentences

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

Gain on sales-type lease

Changes in operating assets and liabilities

6 unchanged sentences

Other current and noncurrent liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities

14 unchanged sentences

Condensed Consolidated Statements of Cash Flows (continued)

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

14 unchanged sentences

Non-cash increase in capital-build

Non-cash increase in asset retirement obligations

Property and equipment derecognized for net investment in sales-type lease

Paid-in-kind interest

Non-cash increase in asset retirement obligations

Interest capitalized in property, equipment and software

29 unchanged sentences

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.

The results of operations for the three and six months ended June 30, 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.

5 unchanged sentences

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.

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, the fair value of operating lease right-of-use (“ROU”) assets and liabilities, share-based compensation, earnout liability and warrant liabilities, and the fair value of long-term debt.

Management bases these estimates on its historical experience and various other assumptions that it believes to be reasonable under the circumstances.

4 unchanged sentences

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.

A portion of deposit balances may exceed 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 one customer that comprised 25.6 % of the Company’s total net accounts receivable as of June 30, 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.

For the three months ended June 30, 2025 and 2024, one customer represented 38.2 % and 41.5 % , respectively, of total revenue.

For the six months ended June 30, 2025 and 2024, one customer represented 35.1 % and 38.3 % , respectively, of total revenue.

For the three months ended June 30, 2025 and 2024, one vendor and two vendors provided 92.8 % and 93.5 % of EVgo’s total charging equipment, respectively.

For the six months ended June 30, 2025 and 2024, two vendors provided 91.1 % and 89.5 % of EVgo’s total charging equipment, respectively.

Reclassifications

The Company has made certain reclassifications to prior period amounts to conform to the current period presentation.

During the fourth quarter of 2024, we reclassified revenues earned through our dedicated charging solutions to fleets from commercial charging revenue to ancillary revenue.

In addition, the associated costs for those revenues were reclassified from charging network cost of sales to other cost of sales.

Previously reported amounts have been updated to conform to the current period presentation.

Cash, Cash Equivalents and Restricted Cash

3 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, the Company had $ 28.4 million (of which $ 6.5 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.

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 June 30, 2025 and December 31, 2024, associated with the construction of its charging stations.

The Company also had $ 0.1 million in restricted cash as of June 30, 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.

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.

Unbilled contract receivables, for which performance obligations have been met, were $ 2.3 million and $ 5.8 million as of June 30, 2025 and December 31, 2024, respectively.

Lease Accounting – Sales Type Leases

Gain (loss) from sales-type leases, which is recognized at lease commencement when control transfers to the lessee and collectibility is considered probable, equals the sales price (fair value or lease receivable, if lower) less the carrying value of the asset and deferred initial direct costs (cost of sales).

The sales price is included in ancillary revenue and the related cost of sales is included in other cost of sales.

If collectibility is not considered probable at lease commencement, the asset is not derecognized and lease payments received are recorded as a deposit liability until either:

(a) collectibility becomes probable, or (b) the lease is terminated or the asset is repossessed and payments are nonrefundable.

At that point, the asset and liability are derecognized, and a net investment in lease and sale income (loss) is recognized.

If collectibility is initially probable but the lessee’s credit quality later deteriorates, the net investment in lease is assessed for impairment, and a charge may be recorded.

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.

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.

1 unchanged sentence

The following table presents disaggregated general and administrative expenses:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Operations and network operations

Operations/network operations

Other general and administrative

3 unchanged sentences

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.

In March 2024, the FASB issued Accounting Standards Update (“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.

In December 2023, the FASB issued ASU 2023-09, ASC Subtopic 740 “ Income Taxes – Improvements to Income Tax Disclosures” (“ASU 2023-09”), as clarified by ASU 2025-01, ASC Subtopic 2025-01 “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date,” 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.

5 unchanged sentences

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

In July 2025, the FASB issued ASU 2025-05, ASC Subtopic 326 “ Financial Instruments — Credit Losses” (“ASU 2024-03”) provides a practical expedient that allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within annual reporting periods.

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

Note 3 — Revenue Recognition

1 unchanged sentence

(dollars in thousands)

March 31, 2025

June 30, 2025

December 31, 2024

5 unchanged sentences

(in thousands)

June 30, 2025

Beginning balance

3 unchanged sentences

Revenues include the following:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

1 unchanged sentence

Amounts associated with performance obligations satisfied in previous periods

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

It is anticipated that deferred revenue as of June 30, 2025 will be recognized in the following periods ending December 31:

(in thousands)

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.

As of June 30, 2025, there was $ 19.0 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 2.8 years.

1 unchanged sentence

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.

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

As of June 30, 2025 and December 31, 2024, there was $ 10.6 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

5 unchanged sentences

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 has estimated operating lease commitments of $ 38.5 million for leases where the Company has not yet taken possession of the underlying asset as of June 30, 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 June 30, 2025.

The Company’s lease costs consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

6 unchanged sentences

General and administrative expenses

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

As of June 30, 2025, the maturities of operating lease liabilities for the periods ending December 31, were as follows:

(in thousands)

3 unchanged sentences

Other supplemental and cash flow information consisted of the following:

Three Months Ended March 31,

Six Months Ended June 30,

(dollars in thousands)

4 unchanged sentences

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.

Operating Leases

The Company leases charging equipment, charging stations and other technical installations, and subleases properties leased from Site Hosts to third parties.

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

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2 unchanged sentences

Sublease income

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:

As of June 30, 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)

1 unchanged sentence

(in thousands)

March 31, 2025

June 30, 2025

December 31, 2024

3 unchanged sentences

Operating lease ROU assets

Sales-Type Leases

The Company enters into sales-type leases with third-parties for charging equipment and charging stations.

The Company did not have any sales-type leases prior to 2025.

The following table presents amounts included in the condensed consolidated statements of operations related to income (loss) generated from sales-type leases :

Three and Six Months

(in thousands)

Ended June 30, 2025

Ancillary revenue

Other cost of sales

Minimum discounted lease payments due under sales-type leases were as follows as of June 30, 2025 for the periods ending December 31:

(in thousands)

Total expected sales-type lease payments

imputed interest

Total net investment in sales-type leases

The following table presents amounts included in the condensed consolidated balance sheets related to sales-type leases:

(in thousands)

June 30, 2025

Prepaid and other current assets

Net investment in lease, current

Net investment in lease, noncurrent

Total sales-type lease assets

During the three and six months ended June 30, 2025, the Company derecognized $ 2.8 million of leased assets and recognized net investment in lease of $ 5.3 million under sales-type lease arrangements .

No impairments of net investment in lease were recognized during the three and six months ended June 30, 2025 .

Note 5 — Property, Equipment and Software, Net

1 unchanged sentence

(in thousands)

March 31, 2025

June 30, 2025

December 31, 2024

8 unchanged sentences

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,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

6 unchanged sentences

Impairment expense

Loss on disposal of property and equipment, net of insurance recoveries

(Gain) loss on disposal of property and equipment, net of insurance recoveries

Note 6 — Intangible Assets, Net

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

Intangible assets, net, consisted of the following as of June 30, 2025:

(in thousands)

5 unchanged sentences

Developed technology

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

Amortization of intangible assets was $ 1.9 million and $ 2.5 million for the three months ended June 30, 2025 and 2024, respectively.

Amortization of intangible assets was $ 3.9 million and $ 5.2 million for the six months ended June 30, 2025 and 2024, respectively.

Note 7 — Asset Retirement Obligations

3 unchanged sentences

(in thousands)

March 31, 2025

June 30, 2025

Beginning balance

5 unchanged sentences

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.

On December 12, 2024, EVgo Swift Borrower LLC (“Swift 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 Swift Borrower with the Federal Financing Bank (“FFB”) (the “DOE Loan”).

As of June 30, 2025, the outstanding balance under this loan was $ 96.5 million, which includes $ 2.4 million in paid-in-kind interest.

As of June 30, 2025, Swift Borrower had $ 960.2 million of principal remaining available to borrow under the Guarantee Agreement, subject to the satisfaction of customary conditions .

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:

As of June 30, 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 % .

Amortization of debt issuance costs, net of capitalized interest, is included in interest expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2025.

As of June 30, 2025 and December 31, 2024, $ 24.0 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 and the credit agreement entered into in July 2025 (see Note 17).

Annual amortization of the DOE Loan costs is $ 1.4 million until maturity of the DOE Loan .

The weighted average interest rate on the Company’s borrowi ngs for the three and six months ended June 30, 2025 was 5.76 % and 5.80 %, respectively.

There was no interest expense related to debt issuance costs during the three and six months ended June 30, 2024.

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

Three Months Ended

June 30, 2025

(in thousands)

March 31, 2025

Three Months Ended

Six Months Ended

Paid-in-kind interest

7 unchanged sentences

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.

As of June 30, 2025, the Company had $ 183.5 million of remaining capacity under the ATM Program.

Note 10 — Commitments and Contingencies

22 unchanged sentences

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.

Under the GM Agreement, EVgo is required to install a total of 2,850 charger stalls by June 30, 2028, 79.3 % of which were required to be installed by June 30, 2025.

As of June 30, 2025, the Company had 42 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.

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

7 unchanged sentences

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.

As of June 30, 2025, the potential amount of liquidated damages is estimated to be $ 3.9 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.

19 unchanged sentences

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.

As of June 30, 2025, EVgo had $ 61.6 million in outstanding purchase order commitments to EVgo’s contract manufacturers and component suppliers for charging equipment, of which $ 58.2 million were short-term in nature.

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

3 unchanged sentences

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.

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3) as of June 30, 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.

As of June 30, 2025, the fair value of long-term debt was $ 98.1 million compared to the carrying value of $ 96.5 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:

Assumptions used in the valuation of the long-term debt were as follows as of June 30, 2025:

June 30, 2025

Interest payment frequency

3 unchanged sentences

Risk-free interest rate

US Constant Maturity Treasury

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

June 30, 2025

December 31, 2024

8 unchanged sentences

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

March 31, 2025

June 30, 2025

December 31, 2024

6 unchanged sentences

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

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.

As of June 30, 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

June 30, 2025

December 31, 2024

8 unchanged sentences

Change in fair value of liability

Fair value as of March 31, 2025

Fair value as of June 30, 2025

Note 12 — Income Taxes

4 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits for uncertain tax positions, nor any amounts accrued for interest and penalties.

On July 4, 2025, H.B.

1, 119 th Congress (2025), also referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

In particular, OBBBA will lead to a sunset of federal incentives for EV purchases after September 30, 2025, and the federal tax credits for alternative fuels such as EV charging will terminate for any locations placed in service after June 30, 2026.

EVgo does not expect OBBBA to have a material impact on its condensed consolidated financial statements due to the full valuation allowance currently being maintained.

Note 13 — Tax Receivable Agreement Liability

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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.

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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.

As of June 30, 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 June 30, 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,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

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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 2021 Incentive Plan reserved 33,918,000 shares of the Company’s Class A common stock for issuance to employees, non-employee directors and other service providers pursuant to equity awards granted under the 2021 Incentive Plan.

On May 15, 2025, the Company’s stockholders approved an amendment to the 2021 Incentive Plan to

reserve an additional 25,000,000 shares of the Company’s Class A common stock.

As of June 30, 2025, there were 26,739,853 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 .

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(shares in thousands)

Exercise Price

Contractual Life

Intrinsic Value

Shares Underlying Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

Aggregate Intrinsic Value

Outstanding as of December 31, 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.

Outstanding and expected to vest as of June 30, 2025

Exercisable as of June 30, 2025

As of June 30, 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 weighted average period of 0.8 years.

No stock options were granted or exercised during the three and six months ended June 30, 2025.

Restricted Stock Units

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Nonvested as of December 31, 2024

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.

Nonvested and outstanding as of June 30, 2025

The total fair value of RSUs vested during the three and six months ended June 30, 2025 were $ 0.6 million and $ 16.5 million, respectively.

As of June 30, 2025, the Company’s unrecognized share-based compensation expense related to unvested RSUs was $ 28.5 million, which is expected to be recognized over a weighted average period of 1.5 years.

Market-Based Awards

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Nonvested as of December 31, 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.

Nonvested as of June 30, 2025

Expected to vest as of June 30, 2025

No MSUs vested during the three months ended June 30, 2025.

The total fair value of MSUs that vested during the six months ended June 30, 2025 was $ 0.1 million .

As of June 30, 2025, the Company’s unrecognized share-based compensation expense related to unvested MSUs was $ 1.2 million, which is expected to be recognized over a weighted average period of 1.5 years.

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

The following assumptions were used for the MSU grants issued during the three months ended March 31, 2025 .

The following assumptions were used for the MSU grants issued during the six months ended June 30, 2025 .

Risk-free interest rate

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Nonvested as of December 31, 2024

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.

Nonvested as of June 30, 2025

Expected to vest as of June 30, 2025

There were no PSUs that vested during the three and six months ended June 30, 2025 .

As of June 30, 2025, the Company’s unrecognized share-based compensation expense related to unvested PSUs was $ 6.7 million, which is expected to be recognized over a weighted average period of 2.3 years.

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

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

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

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

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

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

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Nonvested as of December 31, 2024

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.

Nonvested as of June 30, 2025

The time vesting Incentive Units (“Time Vesting Incentive Units”) were fully vested in January 2025.

The total grant-date fair value of the Time Vesting Incentive Units that vested during the six months ended June 30, 2025 was $ 0.4 million.

As of June 30, 2025, the Company has recognized all share-based compensation expense related to Time Vesting Incentive Units.

As of June 30, 2025, unrecognized share-based compensation expense related to unvested sale vesting Incentive Units (“Sale Vesting Incentive Units”) was $ 1.1 million, which is contingent upon the occurrence of a sale event.

Note 15 — Net Loss Per Share

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except per share data)

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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,

Three and Six Months Ended June 30,

(in thousands)

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Stock options

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 .

There were 1.0 million and 0.9 million MSUs that were excluded from the computation of diluted EPS as their market vesting conditions had not yet been met as of June 30, 2025 and 2024.

There were 1.5 million PSUs that were excluded from the computation of diluted EPS as their performance conditions would not have been met as of June 30, 2025 .

Note 16 — Redeemable Noncontrolling Interest

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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.

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.

As of June 30, 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 56.4 % 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.

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

Balance as of March 31, 2025

Balance as of June 30, 2025

Note 17 – Subsequent Events

Credit Agreement

On July 23, 2025 (the “Voyager Closing Date”), EVgo Voyager Borrower LLC (the “Voyager Borrower”), a subsidiary of the Company, entered into a credit agreement (as it may be amended from time to time, the “Credit Agreement”) with Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent and the lenders (the “Lenders”) and other parties thereto from time to time.

The Credit Agreement provides for a term facility of up to $ 300 million, consisting of (i) a $ 225 million committed term loan facility (the “Commitments”) with a maturity date of July 23, 2030 and (ii) a $ 75 million uncommitted incremental term loan facility (the “Incremental Facility”).

The Borrower may borrow a loan (each, a “Loan”) on a monthly basis under the Credit Agreement (each, a “Borrowing”) at any time beginning on the Closing Date and ending on the earliest of (i) the third anniversary of the Closing Date, (ii) the date on which Loans have been made in an amount greater than or equal to 95 % of the original aggregate amount of the Commitments as of the Closing Date, and (iii) the date the Commitments are otherwise terminated under the Credit Agreement (the “Voyager Availability Period”).

Borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including contribution to Voyager Borrower by EVgo Services of the electric vehicle fast charging stalls (the “Stalls”) to which the applicable Borrowing relates, delivery of a Borrowing notice and the ongoing accuracy of certain representations and warranties.

Voyager Borrower submitted its first request for a Borrowing of approximately $ 48.4 million on the Closing Date and received such Borrowing on July 24, 2025 (the “Initial Borrowing”).

All proceeds from the Credit Agreement will be used to reimburse EVgo Services for up to 60 % of certain costs associated with the construction, installation and deployment of the Stalls contributed to Voyager Borrower by EVgo Services pursuant to the terms of the Credit Agreement and pay for certain transaction costs.

The Loans are expected to support more than 1,900 Stalls nationwide (the “Project”), including the buildout of more than 1,500 new Stalls and 400 Stalls that EVgo Services contributed from its existing public network to Voyager Borrower as collateral in connection with the Initial Borrowing.

Under the terms of the Credit Agreement, EVgo Services may contribute additional Stalls or

cash to Voyager Borrower from time to time during the Voyager Availability Period.

EVgo Services will provide charge point operator services to Voyager Borrower in connection with the Project for the duration of the Credit Agreement.

Beginning on the last business day of the first full calendar quarter to occur after the Voyager Closing Date, Voyager Borrower will be required to make quarterly payments of principal and/or interest to the Lenders.

Loans under the Credit Agreement may, at the election of Voyager Borrower, be in the form of a SOFR Loan or an ABR Loan (each as defined in the Credit Agreement).

SOFR Loans bear interest a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus (i) 3.250 % for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 3.500 % for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter.

ABR Loans bear interest at a rate per annum equal to ABR (as defined in the Credit Agreement) plus (i) 2.250 % for the period from the Voyager Closing Date until and excluding the fourth anniversary of the Voyager Closing Date and (ii) 2.500 % for the period from and including the fourth anniversary of the Voyager Closing Date and thereafter.

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

Additionally, upon the occurrence of certain mandatory prepayment events set forth in the Credit Agreement, Voyager Borrower may be required to prepay certain amounts outstanding under the Credit Agreement.

Voyager Borrower’s obligations to the Lenders under the Credit Agreement are required to be secured by a first priority security interest (subject to customary exceptions and permitted liens) in, among other things, the assets of Voyager Borrower and the equity interests of Voyager Borrower.

30C Tax Credits

In August 2025, the Company transferred EVgo OpCo’s 2024 30C income tax credits for gross cash proceeds of approximately $ 17.4 million.

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