EVgo receives $2-a-share cash proposal from LS Power

The disclosed 56.81% voting-power figure includes both Class A and Class B shares and uses July 28, 2026 share counts.

Available on EDGAR 11/02/2026 - 07:37 AM EST Accepted by SEC EDGAR 11/02/2026 - 07:32 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

EVgo Inc. reported that LS Power Equity Advisors, LLC, on behalf of itself and certain affiliates, delivered a proposal to the board on November 2, 2026, to acquire all outstanding Class A common shares not owned by LS Power for $2.00 per share in cash. LS Power reserved the right to modify or withdraw the proposal, and no assurance was given that a transaction would be completed or what its final terms or timing would be.

The shared beneficial-ownership figure for EVgo Member Holdings, LLC and the other reporting persons is 178,682,352 shares, representing 56.81% of voting power when Class A and Class B shares vote together, based on share counts as of July 28, 2026. The holdings include 5,882,352 Class A shares held by EVgo Member Holdings, LLC and 172,800,000 Class B shares held by EVgo Holdings, LLC. Reporting person David Nanus disclaims beneficial ownership of the shares attributed to the LS Power entities.

Filing Explained

The amendment says the reported block includes 172,800,000 Class B shares, each convertible into one Class A share, although EVgo may redeem those Class B shares for cash instead of conversion.

Key Figures

Proposed cash price: $2.00 per share Shared beneficial ownership: 178,682,352 shares Voting power represented: 56.81% +2 more

5 metrics

Proposed cash price $2.00 per share Proposed purchase price for Class A common shares

Shared beneficial ownership 178,682,352 shares Reported by EVgo Member Holdings, LLC and other reporting persons

Voting power represented 56.81% Class A and Class B shares voting together as a single class

Class A shares held by EVgo Member Holdings, LLC 5,882,352 shares Included in the reported shared beneficial-ownership figure

Class B shares held by EVgo Holdings, LLC 172,800,000 shares Included in the reported shared beneficial-ownership figure

Key Terms

beneficial ownership, shared voting power, convertible

3 terms

beneficial ownership financial

"may be deemed to have or share beneficial ownership of the shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power regulatory

"Shared Voting Power 178,682,352.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

convertible technical

"Each share of Class B Common Stock is convertible into a share of Class A Common Stock"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did LS Power propose for EVGO?

LS Power proposed to acquire all outstanding EVgo Inc. Class A common shares not owned by LS Power for $2.00 per share in cash. LS Power Equity Advisors, LLC delivered the proposal to the board on November 2, 2026.

How many EVGO shares do the reporting persons beneficially own?

The shared beneficial-ownership figure for EVgo Member Holdings, LLC and the other reporting persons is 178,682,352 shares, representing 56.81% of voting power when Class A and Class B shares vote together. The reported holdings include 5,882,352 Class A shares held by EVgo Member Holdings, LLC and 172,800,000 Class B shares held by EVgo Holdings, LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

EVgo Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

30052F100

(CUSIP Number)

Jeffrey Wade
250 W 55th Street, 31st Floor,
New York, NY, 10019
212-615-3456

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 30052F100

1

Name of reporting person

EVgo Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 172,800,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 172,800,000.00

11

Aggregate amount beneficially owned by each reporting person

172,800,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

54.94 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: Consists of 172,800,000 shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock") of EVgo Inc., a Delaware corporation (the "Issuer"). Each share of Class B Common Stock is convertible into a share of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock" and together with the Class B Common Stock, the "Common Stock"), subject to the Issuer's right to redeem shares of Class B Common Stock for cash in lieu of such conversion. Note to Row 13: Represents the percentage of Class A Common Stock beneficially owned as calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. The shares beneficially owned represent 54.94% of voting power of the Class A Common Stock and Class B Common Stock held by such persons voting together as a single class, based on 141,715,720 shares of Class A Common Stock issued and outstanding and 172,800,000 shares of Class B Common Stock issued and outstanding as of July 28, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 30052F100

1

Name of reporting person

EVgo Member Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 178,682,352.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 178,682,352.00

11

Aggregate amount beneficially owned by each reporting person

178,682,352.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.81 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: Consists of (i) 5,882,352 shares of Class A Common Stock of the Issuer held by EVgo Member Holdings, LLC ("EVgo Member") and (ii) 172,800,000 shares of Class B Common Stock of the Issuer held by EVgo Holdings, LLC ("EVgo Holdings"). Note to Row 13: Represents the percentage of Class A Common Stock beneficially owned as calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. The 178,682,352 shares beneficially owned represent 56.81% of the Class A Common Stock and Class B Common Stock held by such persons voting together as a single class, based on 141,715,720 shares of Class A Common Stock issued and outstanding and 172,800,000 shares of Class B Common Stock issued and outstanding as of July 28, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026.

SCHEDULE 13D

CUSIP Number(s): 30052F100

1

Name of reporting person

LS Power Equity Partners IV, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 178,682,352.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 178,682,352.00

11

Aggregate amount beneficially owned by each reporting person

178,682,352.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.81 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: See footnote 3 above. Note to Row 13: See footnote 4 above.

SCHEDULE 13D

CUSIP Number(s): 30052F100

1

Name of reporting person

LS Power Partners IV, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 178,682,352.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 178,682,352.00

11

Aggregate amount beneficially owned by each reporting person

178,682,352.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.81 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: See footnote 3 above. Note to Row 13: See footnote 4 above.

SCHEDULE 13D

CUSIP Number(s): 30052F100

1

Name of reporting person

LS Power Fund IV GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 178,682,352.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 178,682,352.00

11

Aggregate amount beneficially owned by each reporting person

178,682,352.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.81 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: See footnote 3 above. Note to Row 13: See footnote 4 above.

SCHEDULE 13D

CUSIP Number(s): 30052F100

1

Name of reporting person

LS Power Equity Advisors, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 178,682,352.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 178,682,352.00

11

Aggregate amount beneficially owned by each reporting person

178,682,352.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.81 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: See footnote 3 above. Note to Row 13: See footnote 4 above.

SCHEDULE 13D

CUSIP Number(s): 30052F100

1

Name of reporting person

David Nanus

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 178,682,352.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 178,682,352.00

11

Aggregate amount beneficially owned by each reporting person

178,682,352.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.81 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: See footnote 3 above. Note to Row 13: See footnote 4 above.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.0001 par value
(b)	Name of Issuer: EVgo Inc.
(c)	Address of Issuer's Principal Executive Offices: 1661 East Franklin Avenue, El Segundo, CALIFORNIA , 90245.
Item 1 Comment: This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is being filed with respect to the Class A Common Stock of the Issuer to amend the Schedule 13D filed on October 18, 2024 (as amended by Amendment No. 1 filed on December 18, 2024 and this Amendment No. 2, this "Schedule 13D").
Item 2.	Identity and Background
(b)	The address of the principal business and principal office of each of the Reporting Persons is 250 W 55th Street, 31st Floor, New York, NY 10019.
Item 4.	Purpose of Transaction
	Item 4 of this Schedule 13D is hereby amended and supplemented by the addition of the following: On November 2, 2026, LS Power Equity Advisors, LLC ("LSP Advisors"), on behalf of itself and certain of its affiliates (collectively, "LS Power"), delivered to the Board a letter setting forth a proposal (the "Proposal") for LS Power to acquire all of the outstanding shares of Class A Common Stock that are not owned by it for a purchase price of $2.00 per share in cash. A copy of the Proposal is filed as Exhibit 99.1 to this Amendment No. 2, and the information set forth in the Proposal is incorporated by reference herein. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Class A Common Stock from the Nasdaq Global Select Market or other material changes in the Issuer's business or corporate structure. No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving LS Power or its affiliates (or any other Reporting Person) and the Issuer will be consummated, or, if a transaction is undertaken, as to its terms or timing. LS Power reserves the right to modify or withdraw the Proposal at any time. LS Power reserves the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of this Schedule 13D is hereby amended and restated in its entirety: The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5(a). As of the date of this Amendment No. 2, EVgo Holdings directly holds a number of shares of Class B Common Stock and EVgo Member directly holds a number of shares of Class A Common Stock, in each case as set forth on the cover pages of this Schedule 13D. As a result of their relationship with EVgo Holdings and EVgo Member, each of LS Power Equity Partners IV, L.P., LS Power Partners IV, LP, LS Power Fund IV GP, LLC and LSP Advisors, respectively, may be deemed the beneficial owner of the shares of Common Stock held by EVgo Holdings and EVgo Member in such numbers as set forth on the cover pages of this Schedule 13D. Mr. Nanus through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, Mr. Nanus may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. Mr. Nanus disclaims beneficial ownership of such shares. Each share of Class B Common Stock is convertible into a share of Class A Common Stock, subject to the Issuer's right to redeem shares of Class B Common Stock for cash in lieu of such conversion. Notwithstanding the Issuer's right to redeem shares of Class B Common Stock for cash in lieu of such conversion, the Reporting Persons may be deemed to have or share beneficial ownership of the shares of Class B Common Stock held by EVgo Holdings as a result of such convertibility. The percentage of Class A Common Stock beneficially owned by (i) EVgo Holdings is 54.94% and (ii) each of the other Reporting Persons is 56.81%, in each case calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act and based on 141,715,720 shares of Class A Common Stock issued and outstanding and 172,800,000 shares of Class B Common Stock issued and outstanding as of July 28, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026 (the "Q2 2026 10-Q").
(b)	Item 5(b) of this Schedule 13D is hereby amended and restated in its entirety: The information set forth in or incorporated by reference in Item 5(a) of this Schedule 13D is incorporated by reference in its entirety into this Item 5(b).
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Persons' response to Item 4 of this Amendment No.2 is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of this Schedule 13D is hereby amended to include the following: Exhibit 99.1 - Proposal, dated November 2, 2026, from LS Power to the Board.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EVgo Holdings, LLC

Signature:	/s/ Jeffrey Wade
Name/Title:	Jeffrey Wade, Chief Compliance Officer
Date:	11/02/2026

EVgo Member Holdings, LLC

Signature:	/s/ Jeffrey Wade
Name/Title:	Jeffrey Wade, Chief Compliance Officer
Date:	11/02/2026

LS Power Equity Partners IV, L.P.

Signature:	/s/ Jeffrey Wade
Name/Title:	Jeffrey Wade, Chief Compliance Officer
Date:	11/02/2026

LS Power Partners IV, LP

Signature:	/s/ Jeffrey Wade
Name/Title:	Jeffrey Wade, Chief Compliance Officer
Date:	11/02/2026

LS Power Fund IV GP, LLC

Signature:	/s/ Jeffrey Wade
Name/Title:	Jeffrey Wade, Chief Compliance Officer
Date:	11/02/2026

LS Power Equity Advisors, LLC

Signature:	/s/ Jeffrey Wade
Name/Title:	Jeffrey Wade, Chief Compliance Officer
Date:	11/02/2026

David Nanus

Signature:	/s/ David Nanus
Name/Title:	David Nanus
Date:	11/02/2026