EVgo Inc.

Current report

We have received an unsolicited and non-binding proposal from LS Power to acquire all of the outstanding shares of our Class A common stock not currently owned by LS Power. There can be no assurance that the Proposal will result in a definitive agreement or a completed transaction, and the Proposal and any related transaction may result in significant costs, divert the attention of our Board and management, subject us to litigation and adversely affect our business and the trading price and volatility of our Class A common stock.

Current report

On November 2, 2026, our Board of Directors received the Proposal from LS Power, which currently holds approximately 56% of the combined voting power of our outstanding common stock. For more information on the Proposal, see Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Unsolicited Take Private Proposal” in this Quarterly Report. The Board has established a special committee composed of independent and disinterested directors to review and evaluate the Proposal. There can be no assurance that any definitive agreement relating to any proposed transaction will be executed or as to the terms thereof, or that any transaction will be approved or consummated. The Proposal is a non-binding expression of interest only, and LS Power has reserved the right to withdraw or modify the Proposal in any respect at any time. The special committee may decline to recommend, or may terminate its consideration of, the Proposal or any other transaction at any time, and any transaction would remain subject to numerous factors, including the negotiation and execution of mutually acceptable definitive transaction documentation, the receipt of any required approvals, market conditions and potential litigation.

Current report

LS Power has stated in the Proposal that, in its capacity as a shareholder of the Company, it is only interested in acquiring the shares of the Company that it does not currently own, it has no interest in a disposition or sale of its holdings in the Company, and it has no interest in participating in an alternative change of control transaction involving the Company. As a result, and in light of the voting power held by LS Power, it is unlikely that any alternative change of control transaction involving a third party could be completed without LS Power’s support, which may limit the strategic alternatives available to the special committee and the Company and may discourage third parties from making acquisition proposals. The interests of LS Power in the Proposal and any related transaction may differ from, or conflict with, the interests of our other stockholders.

Current report

The review and evaluation of the Proposal and any negotiation of a definitive agreement may result in significant costs, including legal, financial advisory and other professional fees, which we may incur regardless of whether any transaction is completed, and may require significant time and attention from our Board of Directors and management team, which may divert their attention from the operation of our business and the execution of our strategy. The announcement and pendency of the Proposal and any related transaction may also create uncertainty for our employees, customers, Site Hosts, OEMs, partners, suppliers and other business counterparties, which could adversely affect our ability to recruit and retain key personnel and to maintain or enter into business relationships.

Current report

In addition, the Proposal and its outcome may contribute to fluctuations in the trading price and trading volume of our Class A common stock. The current market price of our Class A common stock may reflect an assumption that a transaction will be completed, and if a transaction is not agreed or consummated, or is consummated on terms different from those set forth in the Proposal, the trading price of our Class A common stock could decline. We may also become subject to litigation relating to the Proposal or any proposed transaction, which, regardless of its merits, could result in significant costs and divert the attention of our Board of Directors and management. Any of these factors could materially adversely affect our business, financial condition and results of operations.