SEC Form DEF 14A filed by EVgo Inc.

You are cordially invited to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of EVgo Inc., a Delaware corporation (“EVgo,” the “Company,” “we,” “our,” or “us”). The Annual Meeting will be held on Thursday, May 14, 2026, at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time, as a virtual meeting at www.virtualshareholdermeeting.com/EVGO2026 for the following purposes:

The Annual Meeting will again be conducted in a virtual-only format, which our Board of Directors (the “Board”) chose in order to provide stockholders with access to the meeting regardless of geographic location and to help increase stockholder participation, while also minimizing the time and cost associated with planning, holding and arranging logistics for an in-person meeting. Stockholders will be able to participate, vote electronically and submit questions during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/EVGO2026.

We are using the “Notice and Access” method of providing proxy materials to a number of our stockholders via the Internet. On or about April 3, 2026, we will mail to such stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access proxy materials and vote via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials. If you do not receive a Notice, you will receive a paper copy of the proxy materials by mail from us on or about the same date, unless you have previously elected to receive proxy materials by email. We remind stockholders who receive a Notice that the Notice is not itself a proxy card and should not be returned with voting instructions.

All stockholders are cordially invited to attend the Annual Meeting virtually and urged to submit their proxy or voting instructions as promptly as possible to ensure their representation and the presence of a quorum at the Annual Meeting. If you submit your proxy and then decide to attend the Annual Meeting to vote your shares through our virtual platform, you may still do so. Your proxy is revocable in accordance with the procedures set forth in this proxy statement (the “Proxy Statement”).

Websites throughout this Proxy Statement are provided for reference only and are not incorporated by reference into this Proxy Statement.

Unless otherwise indicated or unless the context requires otherwise, all references in this Proxy Statement to the “Company,” “EVgo” and similar terms refer to EVgo Inc. and its consolidated subsidiaries. References to “Climate Change Crisis Real Impact I Acquisition Corporation” and “CRIS” refer to EVgo’s predecessor company prior to the consummation of the transaction (the “Business Combination”) pursuant to that certain Business Combination Agreement by and among us, EVgo Holdings, LLC, a Delaware limited liability company (“Holdings”), EVgo HoldCo, LLC, a Delaware limited liability company (“Holdco”), EVgo OpCo, LLC, a Delaware limited liability company (“OpCo”) and CRIS Thunder Merger LLC, a Delaware limited liability company and our wholly-owned subsidiary (“Thunder Sub”). The Business Combination closed (the “Closing”) on July 1, 2021.

We have sent or made available to you these proxy materials because the Board is soliciting your proxy to vote at our Annual Meeting on May 14, 2026, at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time, and any adjournments or postponements thereof. These proxy materials include information that we are required to provide to you pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares.

To participate in the Annual Meeting, you must access the virtual meeting at www.virtualshareholdermeeting.com/EVGO2026 and use the control number provided with your proxy materials. Our virtual meeting platform, which will be provided by Broadridge Financial Solutions, allows all participating stockholders to submit questions during the Annual Meeting. The virtual platform also allows stockholders to vote on proposals online. We believe that the virtual platform increases stockholder participation while at the same time affording the same rights and opportunities to participate as stockholders would have at a physical annual meeting.

More information regarding the question-and-answer process, including the number and types of questions permitted, the time allotted for questions, and how questions will be recognized, answered, and disclosed, will be available in the meeting rules of conduct, which will be posted at www.virtualshareholdermeeting.com/EVGO2026 during the meeting.

In the event of a technical malfunction or other situation that may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held, at the discretion of the Chair of our Board (the “Chair”), our Chair or Secretary will convene the meeting at 1:00 p.m. Eastern Time / 10:00 a.m. Pacific Time on the same date and at the location specified above solely for the purpose of holding the adjourned meeting at this later time. Under the foregoing circumstances, we will post information regarding the announcement on our investor relations website at https://investors.evgo.com/.

We encourage you to access the Annual Meeting before it begins. If you have difficulty accessing the Annual Meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/EVGO2026.

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Stockholders of record as of the close of business on March 19, 2026 (the “Record Date”) are entitled to receive notice of, attend and participate, and vote at the Annual Meeting. At the close of business on the Record Date, there were 140,779,998 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and 172,800,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”) outstanding. Holders of our

Class A Common Stock and Class B Common Stock are entitled to one vote for each share held as of the above Record Date. Holders of our Class A Common Stock and Class B Common Stock will vote together as a single class on all matters described in this Proxy Statement. There is no cumulative voting.

A stockholder’s shares can be voted at the Annual Meeting only if the stockholder attends the virtual meeting or is represented by proxy. We urge any stockholders not planning to attend the Annual Meeting to authorize their proxy in advance. Stockholders may complete their proxies and authorize their votes by proxy over the Internet at www.proxyvote.com or by telephone at 1-800-690-6903. Stockholders who complete their proxy electronically over the Internet or by telephone do not need to return a proxy card. Stockholders who hold their shares beneficially in street name through a nominee should follow the instructions they receive from their nominee to vote their shares.

On each matter to be voted upon, you have one vote for each share of Common Stock you own as of the Record Date.

Stockholder votes will be tabulated by the persons appointed by the Board to act as inspectors of election for the Annual Meeting. Shares of Common Stock represented by a properly executed and delivered proxy will be voted at the Annual Meeting and, when the stockholder has given instructions, will be voted in accordance with those instructions.

If you are a stockholder of record and you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted as follows: (1) “For” each of the nominees listed in Proposal No. 1, (2) “For” the ratification of the independent registered public accounting firm in Proposal No. 2, (3) “For” approval, on an advisory (non-binding) basis, of the Say-on-Pay vote, (4) “One Year” for the frequency at which, on an advisory (non-binding) basis, the Say-on-Pay vote will be held at future meetings of stockholders, and (5) in accordance with the discretion of the persons appointed as proxies with respect to any other matters that properly come before the Annual Meeting.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares held in street name. These proxy materials are being forwarded to you by your bank, broker or other nominee, who is considered to be the holder of record with respect to your shares. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

If you do not furnish voting instructions to your bank, broker or other nominee, one of two things can happen, depending upon whether a proposal is “routine.” Under the rules that govern brokers that have record ownership of shares beneficially owned by their clients, including the rules and interpretations of The Nasdaq Stock Market LLC (“Nasdaq”), brokers have discretion to cast votes only on routine matters, such as the ratification of the appointment of independent registered public accounting firms, without voting instructions from their clients. Brokers are not permitted, however, to cast votes on “non-routine” matters without such voting instructions, such as the election of directors. Proposal No. 2 is considered a “routine” proposal for this purpose. Proposals No. 1, No. 3 and No. 4 are considered “non-routine,” and your broker will not have discretion to vote on these proposals.

In accordance with rules adopted by the SEC, we are providing access to our proxy materials over the Internet to some of our stockholders of record. If you received a Notice by mail, you will not receive a printed

copy of the proxy materials unless you request one. The Notice will tell you how to access and review the proxy materials over the Internet at www.proxyvote.com. The Notice will also tell you how to access your proxy card to vote over the Internet or by telephone.

If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice. If you do not receive a Notice, you will receive a paper copy of the proxy materials by mail, unless you have previously elected to receive proxy materials by email.

Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials and multiple Notices, proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials or one Notice for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to the Annual Meeting to ensure that all of your shares are voted and counted.

When a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares with respect to such matters. These unvoted shares are considered “broker non-votes” with respect to such matters.

Proposal No. 1 — Directors are elected by a plurality of the votes validly cast in such election. Each nominee nominated by the Board to serve as a Class II director must receive the most “For” votes (among votes properly cast online during the meeting or by proxy) of nominees for the three vacancies in such director class in order to be elected. Shares represented by executed proxies will be voted, if authority to do so is not marked therein as “withheld,” “For” the election of each nominee named in Proposal No. 1, and broker non-votes will have no effect on such election. Therefore, only votes “For” will affect the outcome.

Proposal No. 2 — Approval of this proposal requires the affirmative vote of a majority in voting power of the shares of Common Stock present virtually or by proxy at the Annual Meeting and entitled to vote this proposal. Votes may be cast “For,” “Against,” or “Abstain” with respect to this proposal. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, then “For” approval of this proposal. Abstentions will have the same effect as votes cast “Against” the proposal. This proposal is considered “routine,” and therefore we do not expect to receive any broker non-votes for this proposal.

Proposal No. 3 — Approval of this proposal requires the affirmative vote of a majority in voting power of the shares of Common Stock present virtually or by proxy at the Annual Meeting and entitled to vote this proposal. Votes may be cast “For,” “Against,” or “Abstain” with respect to this proposal. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, then “For” approval of this proposal. Abstentions will have the same effect as votes cast “Against” the proposal, and broker non-votes will have no effect on the proposal.

Proposal No. 4 — For the frequency of the Say-on-Pay proposal you may vote for every “One Year,” “Two Years,” “Three Years,” or “Abstain” and the option among one year, two years or three years that receives the highest number of votes cast by stockholders entitled to vote thereon at the Annual Meeting will be deemed to be the frequency preferred by our stockholders. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, then for “One Year” for this proposal. Abstentions and broker non-votes will have no effect on the proposal.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least 156,790,000 shares of Common Stock, which constitutes a majority in voting power of the outstanding shares of stock entitled to vote at the Annual Meeting, are represented virtually or by proxy. Abstentions from voting on a proposal and broker non-votes will count for purposes of determining a quorum.

If a quorum is present at the Annual Meeting, stockholders may continue to transact business notwithstanding the withdrawal of enough stockholders to leave less than a quorum until such time as it may be adjourned by the person presiding over it. Only the person presiding over the meeting may adjourn the meeting from time to time, whether or not there is such a quorum.

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is exercised by delivering a written notice of revocation or a properly executed proxy bearing a later date to the attention of our Corporate Secretary at 1661 East Franklin Avenue, El Segundo, CA 90245.

You may also revoke your proxy by voting again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), or by attending the virtual meeting and voting your shares while logged in and participating in the live webcast.

Beneficial owners of shares held in street name must follow their bank, broker, or other nominee’s instructions to revoke their proxies or vote at the Annual Meeting and, for both stockholders of record and beneficial owners of shares held in street name, attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically request or vote online at the Annual Meeting.

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K (a “Form 8-K”) that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

This Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report on Form 10-K”) and the Notice are available, or will be made available when published, at www.proxyvote.com.

A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose related to the meeting, for ten days prior to the date of the Annual Meeting during ordinary business hours at our principal offices located at 1661 East Franklin Avenue, El Segundo, CA 90245. The list will also be available electronically at www.virtualshareholdermeeting.com/EVGO2026 during the Annual Meeting.

If you have any further questions about voting your shares or attending the Annual Meeting or wish to obtain directions on how to join the virtual Annual Meeting, please call or email our Investor Relations Department at (310) 954-2900 or [email protected].

Our charter divides the Board into three classes, with staggered three-year terms: Class II directors, whose current term will expire at the Annual Meeting; Class III directors, whose current term will expire at the annual meeting of stockholders expected to be held in 2027; and Class I directors, whose current term will expire at the annual meeting of stockholders expected to be held in 2028. Vacancies on the Board may be filled solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class to which such director shall have been appointed or assigned, and until his or her successor is duly elected and qualified, subject to his or her earlier death, disqualification, resignation or removal.

As such, the Board presently has nine members, of which Darpan Kapadia, Jonathan Seelig and Paul Segal are Class II directors whose terms of office expire in 2026 and who have been nominated for election at the Annual Meeting. At the recommendation of our nominating and corporate governance committee (the “Nominating and Governance Committee”), the Board proposes that each of the three Class II nominees named below be elected as a Class II director for a three-year term expiring at the 2029 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

The following table and the paragraphs that follow provide information, as of the date of this Proxy Statement, regarding each nominee nominated by the Board to serve as a Class II director:

Darpan Kapadia. Darpan Kapadia has served on the Board since July 2021. Mr. Kapadia currently serves as the Chief Operating Officer of LS Power, a position he has held since May 2017, and is a member of the firm’s Management Committee and Investment Committee, overseeing one of the largest private power generation, transmission and energy infrastructure companies in the United States. Prior to his appointment as Chief Operating Officer of LS Power, Mr. Kapadia was Head of Strategy from December 2009 to May 2017. He is also a member of the investment committees of Edge Principal Advisors, Verance Capital and Marmora Capital, three LS Power affiliated companies that invest across real estate, sports, media and other alternative investments. Prior to joining LS Power in 2004, Mr. Kapadia was a Vice President at Goldman Sachs & Co. where he managed assets for institutional and private clients. Prior to that, Mr. Kapadia was a Senior Consultant with PricewaterhouseCoopers LLP where he provided strategic and financial advisory services to corporations. Mr. Kapadia received a B.A. in Economics with Phi Beta Kappa honors from the College of William and Mary and an M.B.A. with highest distinction from the Kellogg Graduate School of Management at Northwestern University. He is a member of the William and Mary Foundation Board of Trustees, the William and Mary Public Policy Advisory Board and Kellogg’s Alumni Council. He was nominated to the Board pursuant to the nomination agreement between the Company and LS Power Equity Partners IV, L.P. We believe Mr. Kapadia’s experience in the power generation, transmission and energy infrastructure sectors makes him well suited to serve on the Board.

Jonathan Seelig. Jonathan Seelig has been a member of the Board since May 2023. He previously served as an observer of our Board from October 2022 until election to the Board. Mr. Seelig has been a technology industry founder, operator and investor for over 25 years. He co-founded Ridge, a cloud computing platform, in October 2018 and served as its CEO from October 2018 to October 2021 and as its Chairman from October 2021 to December 2023. He co-founded Akamai Technologies, Inc., a content delivery network, cybersecurity and cloud service company, in 1997, and has held leadership or investment roles in dozens of early-stage companies in the technology and transportation sectors. These roles have included director of Zipcar, a car sharing company, from 2001 to 2010 (Chairman from 2003-2010), director of Zagster, a designer,

builder and operator of bike sharing programs, from January 2017 to September 2019, and director of Zoom Telephonics, a creator of cable modems and other internet access products, from May 2019 until December 2020. He received a Bachelor of Science from Stanford University. We believe Mr. Seelig’s substantial leadership experience in the technology and transportation sectors make him well suited to serve on the Board.

Paul Segal. Paul Segal has served as Chief Executive Officer of LS Power since 2011. He is also a member of LS Power’s Management Committee, overseeing one of the largest independent power and transmission developers in the U.S. Prior to his appointment as Chief Executive Officer, Mr. Segal oversaw LS Power’s asset management and renewables development activities. Prior to joining LS Power, in 2002 Mr. Segal founded Luminus Management, a hedge fund manager that invested across the capital structure of publicly traded power, energy, utility and related companies, and for which he served as President and Portfolio Manager until 2011. Mr. Segal began his career at Smith Barney as a generalist in the Mergers and Acquisitions Investment Banking group. He graduated with highest honors from the Rutgers College of Engineering with a B.S. in Bio-Chemical Engineering. Mr. Segal serves as a member of the Mount Sinai Department of Medicine Advisory Board, the Weill Cornell Medicine Dean’s Council, the board of the Digestive Disease Research Foundation, and the Advisory Board of NYU Law School’s Institute for Policy Integrity. He was nominated to the Board pursuant to the nomination agreement between the Company and LS Power Equity Partners IV, L.P. We believe Mr. Segal’s extensive experience in executive leadership roles as well as his experience in the renewable energy sector make him well suited to serve on the Board.

Directors are elected by a plurality of the votes validly cast in such election. Each nominee nominated by the Board to serve as a Class II director must receive the most “For” votes (among votes properly cast online during the meeting or by proxy) of nominees for the three vacancies in such director class in order to be elected. Shares represented by executed proxies will be voted, if authority to do so is not marked therein as “withheld,” “For” the election of each nominee named above, and broker non-votes will have no effect on such election. Therefore, only votes “For” will affect the outcome.

The following table and the paragraphs that follow provide information, as of the date of this Proxy Statement, regarding the directors who are serving for terms that end following the Annual Meeting:

Scott Griffith. Scott Griffith has served on the Board since April 2024. Since December 2025, Scott has served as the Chief Executive Officer and a Director of Workhorse Group, an American manufacturer of zero-emission commercial vehicles. From April 2024 until its merger with Workhorse in December 2025, Scott served as Chief Executive Officer of Motive Power Systems, an electric truck manufacturer. From November 2019 to September 2022, he served as the CEO of the Autonomous Vehicles and Mobility Businesses at Ford Motor Company. In that role, he led Ford’s investments and operations in Level 4 autonomous vehicles as well as oversight of several new hardware and software businesses in Ford’s “new mobility” segment. From April 2014 until October 2021, Scott was an Executive in Residence at General Catalyst Partners, a venture and growth capital firm. In connection with that role, he served as Chairman at Envoy Global, Inc., a global immigration services provider, and TrueMotion, Inc., which operates an AI-based platform that scores driving behavior. Previously, Mr. Griffith served as Chairman and Chief Executive Officer of Zipcar, Inc., a car-sharing company, and held roles with The Parthenon Group, a business strategy firm, The Boeing Company, an aerospace manufacturer, and Hughes Electronics, an electronics and aerospace manufacturer. Mr. Griffith holds a B.S. in engineering from Carnegie Mellon University and an M.B.A. from The University of Chicago Booth School of Business. He serves on the Advisory Council for the Polsky Center for Entrepreneurship and Innovation at The University of Chicago. We believe Mr. Griffith’s extensive experience as a public company CEO, venture and growth stage investor, and strategic advisor makes him well suited to serve on the Board.

Katherine Motlagh. Katherine Motlagh has served on the Board since April 2022. From October 2020 to June 2023, she served as Executive Vice President and Chief Financial Officer of CyrusOne LLC (“CyrusOne”), a global data center developer and operator delivering digital infrastructure solutions across the globe. In this role, Ms. Motlagh was a member of the executive management team and was responsible for CyrusOne’s accounting, finance, capital markets, tax, procurement, and investor relations. Prior to CyrusOne, she served from May 2015 to October 2020 as Chief Financial Officer of the European, African and Latin American regions at American Tower, a global infrastructure REIT which develops, owns, and operates multi-tenant communications real estate. In that role, Ms. Motlagh was responsible for providing strategic leadership and oversight of all financial activities and financial reporting, management of international tax policy, and planning and internal control compliance for international businesses in 18 countries and led a global finance organization of over 300 employees. Ms. Motlagh’s earlier career included divisional Chief Financial Officer roles as well as a variety of finance and accounting leadership roles with progressively increasing responsibilities at Ericsson, Inc., Nokia, Inc., and Nextel Communications, Inc. Ms. Motlagh currently serves on the boards of directors of Crown Castle Inc., a publicly traded communications infrastructure company, and Aeva Technologies, Inc., a publicly traded designer and developer of LiDAR sensing systems. Ms. Motlagh earned a master’s degree from the Financial University in Moscow, is a licensed Certified Public Accountant,

and holds the NACD Directorship Certification® (NACD.DC). Additionally, Ms. Motlagh has previously served on the National and European Boards of the Institute of Management Accountants and is a Certified Management Accountant. We believe Ms. Motlagh’s substantial financial expertise makes her well suited to serve on the Board.

David Nanus. David Nanus has served on the Board as Chairman since July 2021. Previously, Mr. Nanus served on the board of Holdings following LS Power’s acquisition of EVgo in January 2020. Mr. Nanus also currently serves as President of LS Power Equity Advisors, LLC, LS Power’s Private Equity business, and as a member of LS Power’s Management Committee and Investment Committee. Previously, Mr. Nanus served as Co-Head of the Private Equity business, a role he held from 2017 to January 2023. Prior to his appointment as Co-Head, Mr. Nanus served as Senior Managing Director and in other positions in the Private Equity business. Mr. Nanus joined LS Power in 2005, prior to which he held positions in investment banking with Lazard Freres in its Power and Energy practice, and with Dresdner Kleinwort Wasserstein, where he was a member of the Financial Sponsors and Global Energy practices. Mr. Nanus began his career with Arthur Andersen, where he was a member of the Transaction Advisory Services and Audit Groups. Mr. Nanus is a past President of the Board of Trustees of Solomon Schechter Day School of Bergen County, and a past member of the Board of Trustees of Success Academy NYC Charter Schools, and an emeritus member of the Cornell University Dyson School of Business Undergraduate Program Advisory Council. Mr. Nanus received a B.S. from Cornell University and an M.B.A. with honors from Columbia Business School. He was nominated to the Board pursuant to the nomination agreement between the Company and LS Power Equity Partners IV, L.P. We believe that Mr. Nanus’s experience in the power and energy industries, in finance and accounting, as well as his knowledge of our business, make him well suited to serve on the Board.

Peter Anderson. Peter Anderson has served on the Board since March 2023 and, prior to his appointment to the Board, served as an observer of our Board from July 2021 to March 2023. He is also Managing Director and a member of the investment committee at LS Power. In this role, his responsibilities include origination, mergers and acquisitions, financing, due diligence, and asset management for LS Power’s private equity funds. During his time at LS Power, Mr. Anderson has engaged in a variety of transactions across the energy sector, including transportation electrification, renewable natural gas, distributed generation, and conventional and renewable generation. Prior to joining LS Power in 2014, Mr. Anderson was an associate in Barclays’s Power and Gas Commodities Group from 2011 to 2014. In that role, he focused on structured power and gas commodity transactions. Mr. Anderson holds a B.S. in Commerce with a concentration in Finance and a B.S. in Mathematics from the University of Virginia. He was nominated to the Board pursuant to the nomination agreement between the Company and LS Power Equity Partners IV, L.P. We believe Mr. Anderson’s extensive experience in the transportation electrification, power generation and renewable energy sectors makes him well suited to serve on the Board.

Joseph Esteves. Joseph Esteves has served on the Board since July 2021. Previously, Mr. Esteves served on the board of Holdings, a position he held after LS Power’s acquisition of EVgo in January 2020. Mr. Esteves currently serves as the Vice Chairman of LS Power, having previously been the Chief Financial Officer from 2008 through 2025. He was also a member of LS Power’s Management Committee and Investment Advisory Committee and was responsible for LS Power’s financing activity. Mr. Esteves joined LS Power in 2004. Prior to joining LS Power, Mr. Esteves served as Executive Vice President at Comverge, Inc., a power technology firm serving electric utilities, from 2001 to 2004. Previously, he spent fifteen years with major investment banking firms focused on the Energy and Power industries. Those roles included Managing Director and Region Head Project Finance at UBS; Vice President, Structured Finance at Goldman Sachs & Co.; and Vice President, Corporate Finance at Salomon Brothers Inc. Mr. Esteves received an M.B.A. from the Wharton School and a B.E.E. from the Cooper Union. He was nominated to the Board pursuant to the nomination agreement between the Company and LS Power Equity Partners IV, L.P. We believe Mr. Esteves’s financial expertise and experience in the electric power and finance industries make him well suited to serve on the Board.

Badar Khan. Badar Khan has served as our Chief Executive Officer since November 2023 and as a member of the Board since May 2022. Prior to becoming our Chief Executive Officer, Mr. Khan served as a Senior Advisor with Global Infrastructure Partners, a leading independent infrastructure fund manager, from November 2022 until September 2023. Previously, from April 2017 to June 2022, he held several roles with National Grid, a multinational electricity and gas utility company, including President at National Grid US from November 2019 to June 2022, during which he led the company’s core U.S. business operations, including the provision of

electricity, natural gas and clean energy solutions to over 20 million people across Massachusetts, New York and Rhode Island. From April 2017 to November 2019, he was the President of National Grid Ventures, a global portfolio of large-scale competitive energy projects — including electricity interconnectors, onshore wind and solar generation, competitive electricity transmission, and LNG storage — and oversaw the creation of National Grid Partners, the company’s venture capital and innovation arm. Mr. Khan previously worked at Centrica plc, a multinational energy and services company, for 14 years in the UK and U.S., including from 2013 to 2017 as Chief Executive Officer of Direct Energy, the North American subsidiary that provides electricity, natural gas and home services. Prior to that, he was an officer of a start-up private retail energy company in the U.S. and also worked in management consulting with Deloitte Consulting. Mr. Khan has served on the board of directors of CRH plc, a manufacturer and supplier of building materials, since October 2021. He has a degree in engineering from Brunel University in London and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Mr. Khan is qualified to serve as a director because of his operational expertise gained from serving as our Chief Executive Officer and his extensive professional experience in the energy sector.

The Audit Committee has selected KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG has been engaged by us since July 1, 2021, and has been engaged by Holdco since 2020. Representatives of KPMG are expected to be present during the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.

Pursuant to its charter, the Audit Committee may pre-approve audit and permissible non-audit and tax services provided to us by the independent auditors. The Audit Committee may delegate to the chair of the Audit Committee the authority to pre-approve audit and permissible non-audit services, provided such pre-approval decision is presented to the full Audit Committee at a subsequent meeting.

All of the services provided by KPMG listed in the table above were pre-approved in accordance with the pre-approval policies and procedures described in the paragraph immediately above.

Approval of this proposal requires the affirmative vote of a majority in voting power of the shares of Common Stock present virtually or by proxy at the Annual Meeting and entitled to vote this proposal. Votes may be cast “For,” “Against,” or “Abstain” with respect to this proposal. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, then “For” approval of this proposal. Abstentions will have the same effect as votes cast “Against” the proposal. This proposal is considered “routine,” and therefore we do not expect to receive any broker non-votes for this proposal. If our stockholders do not ratify the selection of KPMG, the Board will consider other independent auditors.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, our stockholders are entitled to vote to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement in accordance with Securities and Exchange Commission (the “SEC”) rules.

This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or the compensation of any specific NEO, but rather the overall compensation of all of our NEOs and the compensation philosophy, policies, and practices described in this Proxy Statement. The compensation of our NEOs is disclosed in the compensation tables, and the related narrative disclosure contained under the “Executive Compensation” section in this Proxy Statement. As discussed in these disclosures, we believe that our compensation policies and decisions are designed to enable us to attract and retain top executive talent; lead us successfully in a competitive market based on principles that reflect a “pay-for-performance” philosophy; and strongly align with our stockholders’ interests.

Accordingly, our Board is asking our stockholders to indicate their support for the compensation of our NEOs, as described in this Proxy Statement, by casting a non-binding advisory vote “FOR” the following resolution:

Because the vote is advisory, it is not binding on us, our Compensation Committee or our Board. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and our Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. The next annual meeting of stockholders at which a stockholder advisory vote on executive compensation will be determined by Proposal No. 4, below.

Approval of this proposal requires the affirmative vote of a majority in voting power of the shares of Common Stock present virtually or by proxy at the Annual Meeting and entitled to vote this proposal. Votes may be cast “For,” “Against,” or “Abstain” with respect to this proposal. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, then “For” approval of this proposal. Abstentions will have the same effect as votes cast “Against” the proposal, and broker non-votes will have no effect on the proposal.

The Dodd-Frank Act requires that stockholders be given the opportunity to vote, on a non-binding advisory basis, on the future frequency of advisory votes on the compensation of our NEOs. Stockholders may vote for the Company to conduct future advisory votes to approve the compensation of the NEOs every one year, two years, or three years, or stockholders may abstain from casting a vote on this proposal. We are required to hold this vote at least once every six years.

After careful consideration, our Board has determined that holding an annual advisory vote on executive compensation is the best approach for both the Company and our stockholders. This decision reflects the fact that our NEOs’ compensation is reviewed, adjusted, and approved on an annual basis. An annual vote ensures that stockholders can regularly express their views on our executive compensation policies, allowing the Board and the Compensation Committee to incorporate this feedback into their decision-making process each year. This consistent engagement strengthens transparency and accountability in promoting the alignment of executive pay with stockholder interests. While we recognize that perspectives may vary, we value stockholder input and look forward to hearing your views on this matter each year. The vote is advisory, which means that the vote is not binding on the Company, our Board, or the Compensation Committee.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years, or abstaining from voting in response to the following resolution:

“RESOLVED, that the stockholders of the Company determine, on an advisory basis, that the preferred frequency for the advisory vote on the compensation of the NEOs as disclosed pursuant to the SEC’s compensation disclosure rules shall be every year, every two years, or every three years as determined by the highest number of votes cast.”

Because the vote is advisory, it is not binding on us, our Compensation Committee or our Board. Although the vote is non-binding, our Board and our Compensation Committee value the opinions of our stockholders in this matter and will consider the outcome of this vote when making future decisions regarding the frequency of holding future stockholder advisory votes on the compensation of our NEOs.

For the frequency of the Say-on-Pay proposal you may vote for every “One Year,” “Two Years,” “Three Years,” or “Abstain.” The indicated frequency that receives the highest number of votes cast at the Annual Meeting by stockholders entitled to vote on this proposal will be deemed to be the frequency preferred by our stockholders. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, then for “One Year” for this proposal. Abstentions and broker non-votes will have no effect on this proposal.

We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serving our stockholders well and maintaining integrity in the marketplace. Our corporate governance guidelines (the “Corporate Governance Guidelines”) and code of conduct (the “Code of Conduct”), together with our certificate of incorporation, bylaws, and the charters of the committees of the Board, form the basis for our corporate governance framework.

The Board has determined that each of Scott Griffith, Katherine Motlagh, and Jonathan Seelig qualifies as an independent director under the criteria set forth in the listing rules of Nasdaq and applicable SEC rules, including the additional independence criteria applicable to service on the Audit Committee. These determinations were made by the Board based on the recommendation of its Nominating and Governance Committee, which is required pursuant to its charter to review, in light of such criteria, all relationships between us and each director or nominee, including prior service as an observer of our Board.

As of the date of this Proxy Statement, Holdings controls a majority of the voting power of our outstanding capital stock. As a result, we are a “controlled company” under Nasdaq rules. As a controlled company, we are exempt from certain Nasdaq corporate governance requirements, including those that would otherwise require the Board to have a majority of independent directors and require that we either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of its executive officers and nominees for directors are determined or recommended to the Board by the independent members of the Board. We currently utilize some or all of these exemptions. As a result, we do not have a majority of independent directors on the Board. In addition, we may choose not to maintain a compensation committee or a nominating and corporate governance committee, and to the extent such committees are maintained, as is currently the case, they may not consist entirely of independent directors. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.

The Board holds regular meetings each year and holds special meetings and acts by unanimous written consent when circumstances require. During 2025, our Board held four meetings. Each of our directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees on which he or she served during 2025. We encourage, but do not require, members of the Board to attend annual stockholder meetings. Two of our directors attended the 2025 annual meeting of stockholders.

The roles of Chair of the Board and Chief Executive Officer are currently held by separate individuals. Since July 2021, David Nanus has served as the Chair. Badar Khan has served as our Chief Executive Officer since November 2023. The Board believes this separation is appropriate at this time because it allows our Chief Executive Officer to focus on the Company’s day-to-day operations and strategic execution, while the Chair provides independent oversight, sets the Board’s agenda, and facilitates communication between the Board and management. Our governing documents do not mandate a particular leadership structure, and the Board retains the flexibility to modify this structure as the Company’s needs evolve.

The Board oversees the risk management activities designed and implemented by our management. The Board does not have a standing risk management committee, but rather executes its oversight responsibility both directly and through its standing committees. All board committees report to the Board as appropriate, including, but not limited to, when a matter rises to the level of a material or enterprise risk. The Board considers specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure.

Our management, including our executive officers, are primarily responsible for managing the risks associated with the operation of our business and providing appropriate updates to the Board and the Audit Committee. Our senior leadership team meets periodically to identify, review, prioritize and manage risks that are material to our business objectives.

The Audit Committee, acting pursuant to authority delegated by the Board, actively oversees our enterprise risk management framework, including cybersecurity and artificial intelligence strategy and risks from cybersecurity threats, and helps align our risk management program with our business objectives and compliance with legal and regulatory standards. As part of this oversight role, the Audit Committee receives regular updates from our Chief Financial Officer, and reviews the enterprise risk matrix prepared by our senior leadership team on a semi-annual basis. Such updates include reviews of new or evolving threats, our programs for mitigating such risks, the results of third-party audits, and our assessments and oversight of any recent events with certain characteristics that may have occurred. In addition, our Senior Vice President, Information Technology reports to the Audit Committee quarterly on cybersecurity matters. The chair of the Audit Committee regularly reports on the Audit Committee’s oversight activities related to enterprise risk management and cybersecurity to the full Board.

Our other Board committees consider risks as they perform their respective committee responsibilities. For example, the Compensation Committee performs an executive compensation risk assessment on an annual basis to consider whether any specific elements of our executive compensation program may induce executives to pursue strategies that could create unnecessary or excessive risk with respect to our operational or financial performance.

Because we are a “controlled company” under Nasdaq rules, we are not required to establish or maintain a compensation committee or a nominating and corporate governance committee. Although we are not required to do so, the Board maintains the Compensation Committee and the Nominating and Governance Committee in addition to the Audit Committee. Members serve on each committee until their resignation or until otherwise determined by the Board. Each committee operates under a charter approved by the Board.

During the year ended December 31, 2025, the members of the Audit Committee were Katherine Motlagh, Scott Griffith, and Jonathan Seelig. As of the date of this Proxy Statement, the Audit Committee consists of the same individuals, with Ms. Motlagh serving as the chair of the Audit Committee. Under Nasdaq’s listing standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent. Each of Ms. Motlagh and Messrs. Griffith and Seelig meets the independent director standard under Nasdaq’s listing standards and under Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met eight times in 2025.

Each current member of the Audit Committee is financially literate, and the Board has determined that Ms. Motlagh qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

The Audit Committee charter is posted in the Investors section of our website, which is located at investors.evgo.com, under the “Governance — Governance Documents” tab. The Audit Committee charter details the principal functions of the Audit Committee, including:

During the year ended December 31, 2025, the members of the Compensation Committee were Peter Anderson, Scott Griffith, Katherine Motlagh, David Nanus, and Jonathan Seelig. As of the date of this Proxy Statement, the Compensation Committee consists of the same individuals, with Mr. Anderson serving as the chair of the Compensation Committee. Because we are a “controlled company” within the meaning of Nasdaq’s corporate governance standards, the Compensation Committee is not required to be comprised solely of independent directors. The Compensation Committee met five times in 2025.

The Compensation Committee charter is posted in the Investors section of our website, which is located at investors.evgo.com, under the “Governance — Governance Documents” tab. The Compensation Committee charter details the principal functions of the Compensation Committee, including:

The Compensation Committee is delegated with such authority as required to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and directors, in addition to the specific duties described in its charter. The Compensation Committee may form sub-committees and delegate some or all of its authority to sub-committees, its chair or any of its members or the members of the Board when it deems appropriate subject to certain exceptions enumerated in its charter. During 2025, the

Compensation Committee delegated authority to the Chief Executive Officer to approve annual, new-hire, retention and certain other equity awards to Company non-executive employees within certain parameters and subject to certain limitations, and to the chair of the Compensation Committee and the Chair to collectively approve certain equity awards to employees outside of the scope of the delegation to the Chief Executive Officer. The Compensation Committee charter provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other advisor and will be directly responsible for the appointment, compensation and oversight of the work of any such advisor. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the Compensation Committee will consider the independence of each such advisor, including the factors required by Nasdaq and the SEC.

During the year ended December 31, 2025, the members of the Nominating and Governance Committee were Jonathan Seelig, Scott Griffith, and Katherine Motlagh. As of the date of this Proxy Statement, the Nominating and Governance Committee consists of the same individuals, with Mr. Seelig serving as the chair of the Nominating and Governance Committee. Because we are a “controlled company” within the meaning of Nasdaq’s corporate governance standards, we are not required to have independent director oversight of director nominations or a nominating and corporate governance committee comprised solely of independent directors. The Nominating and Governance Committee met five times in 2025.

The Nominating and Governance Committee charter is posted in the Investors section of our website, which is located at investors.evgo.com, under the “Governance — Governance Documents” tab. The Nominating and Governance Committee charter details the principal functions of the Nominating and Governance Committee, including:

The Nominating and Governance Committee charter also provides that in the event that a vacancy on the Board arises, the Nominating and Governance Committee will seek and identify a qualified director nominee to be recommended to the Board for either appointment by the Board to serve the remainder of the term of the director position that is vacant or election at the next annual meeting of stockholders. To identify such a nominee, the Nominating and Governance Committee solicits recommendations from existing directors and senior management. These recommendations are considered by the Nominating and Governance Committee along with any recommendations that have been received from stockholders. The Nominating and Governance Committee considers recommendations for directors that are received from our stockholders and any other sources, provided that the recommendations comply with the procedures outlined in this Proxy Statement. The Nominating and Governance Committee charter also provides that the Committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. Prior to recommending to the Board that a person be elected to fill a vacancy on the Board, the Nominating and Governance Committee considers and reviews the candidate’s:

The Nominating and Governance Committee identifies and evaluates nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the Nominating and Governance Committee views as critical to effective functioning of the Board. Among the factors that are considered, the Nominating and Governance Committee weighs whether nominees to the Board provide the integrity, experience, knowledge, skills, judgment, and level of commitment appropriate for us. The Nominating and Governance Committee also considers the diversity of, and the optimal enhancement of the current mix of talent and experience on, the Board.

Pursuant to our Corporate Governance Guidelines, the Nominating and Governance Committee oversees an annual evaluation process for the Board, each of its committees, and individual directors. As part of this process, each director completes a written questionnaire addressing Board and committee effectiveness, composition, and areas for improvement. The chair of the Nominating and Governance Committee reviews the responses and presents a summary of findings and recommendations to the full Board for discussion. The Board considers the results and, where appropriate, implements changes in response to the feedback received. The Board believes this annual evaluation process contributes to the continued effectiveness of the Board and its committees in fulfilling their oversight responsibilities to stockholders.

We provide members of the Board with continuing education through presentations by internal and external subject matter experts. These sessions cover topics relevant to our industry and to Board service, including cybersecurity, artificial intelligence, sustainability, governance developments, and regulatory updates.

None of the members of the Compensation Committee is or has been at any time one of our officers or employees. None of our executive officers serves, or in the past fiscal year has served, as a member of a board of directors or compensation committee (or other board of directors committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving as a member of the Board.

We adopted a Code of Conduct that applies to our employees, officers and directors, including those officers responsible for financial reporting. The current version of the Code of Conduct is available on our investor website, which can be found at investors.evgo.com/governance. A printed copy of the Code of Conduct will be made available to any stockholder upon request. To the extent required by rules adopted by the SEC and the Nasdaq, we intend to promptly disclose future amendments to certain provisions of the Code of Conduct, or waivers of such provisions granted to executive officers and directors, on our investor website.

Any stockholder or any other interested party who desires to communicate with the Board, or any specified individual director, may do so by directing such correspondence to the attention of the Corporate Secretary at our offices at 1661 East Franklin Avenue, El Segundo, CA 90245. All communications, except any abusive, threatening, or inappropriate materials, are compiled by our Corporate Secretary and submitted to the Board or the individual directors on a periodic basis, as appropriate.

There are no familial relationships among our directors and executive officers.

Under U.S. securities laws, directors, certain officers and persons holding more than 10% of Common Stock must report their initial ownership of Common Stock and any changes in that ownership in reports filed with the SEC. The SEC has designated specific deadlines for such reports, and we must identify in this Proxy Statement those persons who did not file such reports when due.

Based solely upon a review of such reports and written representations of our directors and officers, we believe that all Section 16(a) filing requirements were timely met in the year ended December 31, 2025, except for one Form 4 for Mr. Seelig reporting a grant of restricted stock units (“RSUs”) and one Form 4 for Mr. Khan reporting the vesting of RSUs, each of which was filed late due to an administrative error.

Our executive officers are appointed by the Board and serve at its discretion. Set forth below is information regarding our executive officers as of the date of this Proxy Statement:

Additional information about each of our executive officers (except for Badar Khan, whose biographical information is provided in the “Continuing Directors” section of this Proxy Statement), is as follows:

Keefer Lehner. Keefer Lehner has served as our Chief Financial Officer since January 2026. Mr. Lehner has nearly 20 years’ experience in finance, accounting, capital markets and strategic and operational leadership across the energy and infrastructure sectors. Mr. Lehner joined the Company from KLX Energy Services Holdings Inc. (“KLX”), a NASDAQ-listed provider of diversified energy services where he served as the Executive Vice President and Chief Financial Officer since July 2020. He joined KLX following its merger with QES Inc. (“QES”), where he served as Executive Vice President and Chief Financial Officer from its formation in 2017 until July 2020. Prior to QES, Mr. Lehner held various leadership roles at Quintana Capital Group, a family of energy-focused private equity funds, where he was responsible for sourcing, executing and managing investments across the energy value chain. Mr. Lehner began his career in the investment banking division of Simmons & Company International, advising public and private energy and infrastructure clients on mergers and acquisitions, capital markets and strategic transactions. Mr. Lehner attended Villanova University, where he earned a B.S.B.A. in Finance.

Dennis Kish. Dennis Kish has served as our President since January 2024, prior to which he served as our Chief Operating Officer beginning in January 2022. Mr. Kish brings more than 30 years of experience in the technology and infrastructure industries. Prior to joining EVgo, Mr. Kish served as Chief Operating Officer of Taoglas USA, Inc. (“Taoglas”), a provider of Internet of Things solutions, from February 2020 to May 2021, and as its President from February 2019 to February 2020. Prior to Taoglas, Mr. Kish held executive positions at Google Fiber, a broadband internet provider and a subsidiary of Alphabet Inc., including serving as President from April 2016 to July 2017, and as Vice President from July 2014 to April 2016. After Google Fiber, Mr. Kish evaluated other opportunities before joining Taoglas in February 2019. Mr. Kish holds a B.S. in Electrical Engineering from Michigan State University.

Francine Sullivan. Francine Sullivan has served as our Chief Legal Officer and EVP, Corporate Development since March 2025, and prior to that she served as our Chief Legal Officer and General Counsel from July 2021 to March 2025 and as General Counsel of Holdco from May 2021 until the Closing of the Business Combination. Ms. Sullivan leads our corporate development and strategic partnerships team as well as our legal and compliance team. Ms. Sullivan has spent the past 21 years in the clean energy sector. Prior to joining EVgo in May 2021, Ms. Sullivan served as Vice President, Business Development for REC Silicon ASA (“REC”), a publicly listed Norwegian solar and advanced materials company. Based out of the Houston, Texas office, she was focused on developing opportunities and partnerships in the solar, semi-conductor and advanced lithium-ion battery industries. Ms. Sullivan first joined REC in 2010 when it was the world’s largest integrated solar company and held various executive positions whilst at the company. Ms. Sullivan has had an extensive international career originating and structuring large scale complex energy related projects and transactions as well as advising top tier investment banks and private equity firms, serving in the energy and finance groups of some of the world’s leading law firms including Milbank LLP in Los Angeles and New York, Freshfields in Asia and Europe and Mallesons in Australia. Ms. Sullivan received her Bachelor of Laws (Honors) and Bachelor of Commerce (Economics & Finance) from the University of Melbourne and is licensed to practice law in California and New York.

While our status as an emerging growth company expired on December 31, 2025, we are providing disclosure for the 2025 fiscal year consistent with the scaled requirements for a smaller reporting company as permitted by SEC transition rules.

For the fiscal year ended December 31, 2025, our NEOs were:

Our compensation policies and philosophies are designed to align compensation with business objectives, while also enabling the Company to attract, motivate and retain individuals who contribute to the Company’s long-term success. The Compensation Committee or the Board, with input from an independent compensation consultant, and our Chief Executive Officer (other than with respect to his own compensation), approves the compensation to be paid to our NEOs. Pay Governance served as the independent compensation consultant of the Compensation Committee and the Board, as applicable, to advise on the compensation for our NEOs.

At the request of the Compensation Committee, the independent compensation consultant provides an annual assessment of the competitiveness of our executive compensation program as compared with a compensation peer group approved annually by the Compensation Committee, with input from the independent compensation consultant. The Compensation Committee and the Board use this assessment as one factor in designing our executive compensation program and approving target levels of each element of compensation, as well as target total compensation, for each of our executive officers. Other factors considered by the Compensation Committee and the Board in approving executive compensation include: individual performance and skills, management input, internal relative alignment of compensation levels, and past and anticipated future contributions.

The compensation of our NEOs primarily consists of base salary, annual cash performance bonus, and time and performance-based equity incentive awards. The Compensation Committee, or the Board upon the recommendation of the Compensation Committee, approves the base salary and annual performance bonus compensation for our NEOs, and the Board, upon the recommendation of the Compensation Committee, approves the equity-based incentive awards.

The Compensation Committee aims to attract and retain the most highly qualified executive officers in a competitive market for talent. It believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies that are representative of the types of organizations with which we compete for top talent. To this end, as described below, the Compensation Committee reviews data from a peer group of companies as one reference point, among other factors, in making executive compensation decisions.

On December 6, 2024, the Compensation Committee, with input from Pay Governance, approved the following compensation peer group for our 2025 compensation program:

Array Technologies, Inc. and Plug Power Inc. were added to our compensation peer group for 2025, while Stem, Inc., Canoo Inc., and SunPower Corporation were removed from our compensation peer group for 2025 for understanding 2025 NEO compensation levels. These changes were made to better align our compensation peer group with the following key selection criteria identified by Pay Governance, and approved by the Compensation Committee: (i) companies in the clean energy industries or sub-verticals, (ii) market capitalization between $1 billion and $10 billion, revenue between $250 million to $1 billion, and revenue growth of at least 15%, and (iii) companies that are deploying available technology to profit from asset ownership (rather than seeking to drive outcomes through technical/research and development innovation).

The Compensation Committee retained Pay Governance to advise on our 2025 executive compensation programs, practices and decisions given Pay Governance’s expertise.

During 2025, Pay Governance provided the following services as requested by the Compensation Committee:

During 2025, the Compensation Committee reviewed the fees paid to Pay Governance relative to Pay Governance’s revenues, the services provided by Pay Governance to the Compensation Committee, any relationships between Pay Governance and its individual consultants and our executive officers, any stock ownership of EVgo by Pay Governance, and other factors relating to Pay Governance’s independence. The Compensation Committee concluded that Pay Governance is independent within the meaning of the Nasdaq listing standards and that its engagement did not present any conflicts of interest.

The following table summarizes the compensation awarded to, earned by or paid to NEOs for the fiscal years ended December 31, 2025 and December 31, 2024.

Each of our NEOs entered into an employment agreement with the Company in connection with their commencement of service and/or promotion to their current roles, as applicable. Each such employment agreement provides for at-will employment and generally sets forth the initial base salary and equity grants applicable to the executive, as well as provides for certain separation payments upon qualifying terminations of employment as described in more detail below.

The narrative below summarizes the payments and benefits that each NEO was eligible to receive for 2025.

Each NEO’s base salary is set at a level that is intended to reflect the executive’s duties, authorities, contributions, prior experience, and performance taking into account the other factors described in the “Overview” section above. Based on a review of these factors, the Compensation Committee determined and recommended to the Board for approval, and the Board approved, that effective as of February 1, 2025 for fiscal year 2025, the base salary for Messrs. Khan, Kish, and Dobson would be $750,000, $470,000, and $415,000, respectively.

Each NEO is entitled to participate in EVgo’s annual cash bonus plan that is applicable for the relevant fiscal year. For fiscal year 2025, the annual target cash bonus opportunity for each NEO was set as a percentage of the NEO’s base salary as follows: 100% for Mr. Khan, 90% for Mr. Kish and 75% for Mr. Dobson.

The Compensation Committee, with input from Pay Governance, approved a framework for fiscal year 2025 bonus awards based on five equally weighted key performance indicators (or “KPIs”):

The bonus payout could range from 0% to 150% of target based on the extent to which the KPIs were achieved relative to pre-determined targets for fiscal year 2025. In February 2026, the Compensation Committee (and, with respect to Mr. Khan, the Board) reviewed performance against the KPIs and determined that the bonus payout would be 92%, 97% and 72% of target for Messrs. Khan, Kish, and Dobson, respectively.

Each NEO is eligible to receive equity awards under the Plan. In the first quarter of fiscal year 2025, following a review of market data provided by Pay Governance, Company performance and the individual performance of our executive officers, the Compensation Committee recommended, and the Board approved that the annual long-term equity incentive compensation for Messrs. Khan, Kish, and Dobson for 2025 would be granted in the form of RSUs and PSUs with the target dollar values described in the table below.

The RSUs and PSUs were granted to each of our NEOs effective on March 18, 2025. The RSUs vest in three equal installments on each of the first three anniversaries of February 1, 2025. The PSUs vest over a designated performance period subject to achievement of certain performance criteria as described below. The values in the Summary Compensation Table are different from the dollar values set forth in the table above due to an assumed stock price of $3.51 being used to calculate the number of shares subject to each award at the time of grant, which exceeded the $2.56 closing stock price on the date of grant used in grant date fair market value calculations.

$2,000,000 of the PSU awards granted to Mr. Khan, and all of the target value of PSU awards granted to Messrs. Kish and Dobson are subject to achievement of operational objectives with respect to the number of new charging stalls owned by the Company and Adjusted EBITDA over a one-year period ended December 31, 2025, and a relative total stockholder return (“rTSR”) performance modifier relative to the rTSR of a select group of companies in the Clean Edge Green Energy Index over a three-year performance period ending December 31, 2027, with any earned shares being vested following the conclusion of the three-year performance period, subject to the participant’s continued employment. On February 28, 2026, the Compensation Committee determined that the operational objectives were achieved at 75% of target. The operational PSUs may be earned from 56% to 94% of the target number of shares based on the outcome of the rTSR performance modifier.

In addition, $1,000,000 of the target value of PSU awards granted to Mr. Khan will vest in three equal installments on each of the first three anniversaries of March 18, 2025 and are also subject to the achievement of stock price targets, which may be satisfied as to 1/3 upon achievement of a $6 per share stock price target, 1/3 upon achievement of an $8 per share stock price target, and 1/3 upon achievement of a $10 per share stock price target, in each case calculated based on a 20-day volume-weighted average price per share of our Class A Common Stock at any time on or before March 18, 2030.

The grant date fair value attributable to the aggregate RSU and PSU awards granted to each NEO in 2025 is reported in the “Stock Awards” column of the Summary Compensation Table. The actual value realized by the NEOs with respect to these awards will depend on our stock price on the relevant settlement date.

Each NEO is entitled to paid time off in accordance with the terms and conditions of the applicable Company plan or policy. Subject to the terms of any applicable plans, policies or programs, each NEO is entitled to receive such employee benefits, including any and all medical, dental, vision, prescription, life, short-term and long-term disability, and flexible spending plans available to senior executive employees generally, and such other benefits as we may from time to time establish for the NEOs. We reimburse each NEO for all ordinary and reasonable expenses incurred in the course of the performance of employment services. We currently maintain a retirement plan intended to provide benefits under section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), in which employees, including our NEOs, are allowed to contribute portions of their base compensation to a tax-qualified retirement account. During 2025, we matched up to 2% of contributions by employees (including NEOs) to their 401(k) plan accounts, up to the federal limit.

The following table reflects information regarding outstanding equity awards held by the NEOs as of December 31, 2025. All such equity awards were granted under the Plan.

We maintain a retirement plan intended to provide benefits under section 401(k) of the Code where employees, including the NEOs, are allowed to contribute portions of their base compensation to a tax-qualified retirement account. We may provide discretionary matching contributions in amounts determined annually by its management team. We provided matching contributions of up to 2% during a portion of 2024 and fiscal year 2025. The contributions made on behalf of the NEOs for fiscal years 2024 and 2025 are disclosed above in the notes to the Summary Compensation Table.

The following discussion describes the amounts and benefits that would have been owed to the NEOs in the event of a termination of employment as of the end of fiscal year 2025 under their respective employment agreements, equity award agreements and the EVgo Inc. Executive Change in Control and Severance Plan (the “Change in Control Plan”).

In the event of a termination without cause or a resignation for good reason, and in addition to any unpaid base salary and annual bonus earned but unpaid for any previously ended fiscal year, under his employment agreement, Mr. Khan will be entitled to receive (i) an amount equal to 12 months’ base salary and target annual bonus, paid over the 18 months following such termination of employment in accordance with regular payroll practices, (ii) an amount equal to his target annual bonus for the year of termination pro-rated based on the number of full months he was employed during the year of termination and (iii) payment of the employer portion of COBRA premiums for continued medical coverage for Mr. Khan and his eligible dependents for 12 months, in each case provided that Mr. Khan timely signs and does not revoke a separation agreement and release of claims in our favor and does not apply for unemployment compensation chargeable to us or any of our subsidiaries during the severance period. In addition, the award agreements for the RSUs, options and PSUs (collectively, the “Khan Equity Awards”) issued to Mr. Khan since entering into his employment agreement also provide that in the event of a termination without cause or a resignation for good reason, Mr. Khan will be entitled to immediate vesting of the portion of each Khan Equity Award (but, for PSUs, only to the extent the performance-based conditions have been achieved) received by Mr. Khan that has not vested as of such termination date and that is subject to service-based vesting only, equal to the product (rounded to the nearest whole number) of (1) the total number of shares of stock underlying such Khan Equity Awards that are scheduled to vest on the next vesting date had Mr. Khan remained employed through such vesting date multiplied by (2) a fraction, (A) the numerator of which is the number of completed months in which Mr. Khan remained in continuous employment since the last vesting date (or, if no portion of the award has vested, since the grant date) and (B) the denominator of which is 12 (the “Involuntary Termination Acceleration Provision”). Mr. Khan will not be entitled to receive the benefits described in this paragraph if he is eligible to receive benefits under the Change in Control Plan, as described below.

In the event of a termination without cause or a resignation for good reason, and in addition to any unpaid base salary and annual bonus earned but unpaid for any previously ended fiscal year, under his employment agreement, Mr. Kish will be entitled to receive (i) an amount equal to 12 months’ base salary and target annual bonus, paid over the 12 months following such termination of employment in accordance with regular payroll practices, (ii) an amount equal to his target annual bonus for the year of termination prorated based on the number of full months he was employed during the year of termination, and (iii) payment of the employer portion of COBRA premiums for continued medical coverage for Mr. Kish and his eligible dependents for 12 months. In addition, the award agreements for the RSUs and PSUs issued to Mr. Kish since his appointment as the Company’s President in 2024 include the Involuntary Termination Acceleration Provision described above as applicable to Mr. Khan. Such benefits are subject to Mr. Kish timely signing and not revoking a separation agreement and release of claims in our favor and not applying for unemployment compensation chargeable to us or any of our subsidiaries during the severance period. Mr. Kish will not be entitled to receive the benefits in this paragraph if he is eligible to receive the benefits under the Change in Control Plan.

On December 9, 2025, the Company and Mr. Dobson entered into a transition agreement (the “Transition Agreement”) pursuant to which Mr. Dobson ceased providing services as the Company’s Chief Financial Officer effective January 12, 2026 (the “Transition Date”). Pursuant to the Transition Agreement, subject to his execution of a general release of claims and ongoing compliance with certain restrictive covenants described below, Mr. Dobson became eligible to receive the separation payments and benefits set forth in his employment agreement applicable to a separation without cause, which consists of: (i) an amount equal to 12 months’ base salary and target annual bonus, paid over the 12 months in accordance with regular payroll practices, and (ii) reimbursement of the employer-portion of COBRA premiums for continued medical coverage for Mr. Dobson and his eligible dependents for 12 months, or if such benefit cannot be provided without violating applicable law, a lump sum payment equal to the aggregate amount of such premium payments. In addition, any equity awards subject solely to service-based vesting conditions (including any awards for which the performance condition had been satisfied) then held by Mr. Dobson were accelerated and became vested with respect to the number of shares

that would have vested on the next regularly scheduled vesting date had Mr. Dobson continued in service, on such date, multiplied by a fraction (x) the numerator of which is the number of completed months in which Mr. Dobson remained in continuous service since the last vesting date (or, if no portion of the award has vested, since the grant date) and (y) the denominator of which is 12.

Following his separation, Mr. Dobson continued to provide consulting services to the Company in order to facilitate a smooth and orderly transition of his responsibilities at a rate of $15,000 per month through March 6, 2026. Mr. Dobson did not receive vesting credit in respect of his equity awards during the consulting period.

The definitions of “cause” and “good reason” are provided in each of our NEO’s employment agreements.

If an NEO’s employment terminates due to the NEO’s death or disability, the applicable employment agreements provide that the NEO is entitled only to receive any unpaid base salary earned through the date of such termination and any earned, but unpaid, annual bonus. Any portion of the option, RSU and PSU awards that have not become vested as of the date of an NEO’s termination due to death or disability will be immediately and automatically forfeited by the NEO. The definition of “disability” is provided in each of our NEO’s employment agreements.

The Company maintains a Change in Control Plan, for the benefit of our executive officers, including each NEO, in order to provide for stability and reinforce the commitment of our executive officers in the event of a change in control of our Company. Each of our NEOs has entered into a participation agreement with us under the Change in Control Plan.

Under the Change in Control Plan, in the event that, within the period beginning on the date that is three months prior to a “change in control” (as defined in the Change in Control Plan) and ending on the date that is 12 months following such change in control, an NEO’s employment is terminated either by the NEO for “good reason,” or by us, our subsidiaries or any successor entity other than for “cause,” “death” or “disability” (as such terms are defined in the Change in Control Plan, which was an exhibit to our 2025 Annual Report on Form 10-K), such NEO will receive the following benefits, provided the NEO timely signs and does not revoke a separation agreement and release of claims in our favor and otherwise complies with the terms of the Change in Control Plan: (a) cash severance payments equal to one times the sum of the NEO’s base salary and target bonus (or, in the case of Mr. Khan, two times the sum of base salary and target bonus); (b) full acceleration of our time-based equity awards, and pro rata acceleration of our performance-based equity awards based on target performance; and (c) payment of the employer-portion of COBRA premiums for continued medical coverage for up to 12 months for each NEO and such NEO’s eligible dependents, if any (or 18 months for Mr. Khan and his eligible dependents, if any). The change in control benefits provided for in the Change in Control Plan supersede any conflicting change in control provisions in the employment agreements and offer letters we have entered into with each NEO.

If any of the amounts provided for under the Change in Control Plan otherwise payable to the NEO would constitute “parachute payments” within the meaning of Section 280G of the Code, and could be subject to the related excise tax, the NEO would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO. The Change in Control Plan does not provide for any tax gross-up payments from us in relation to Section 280G of the Code.

The foregoing is a summary of the Change in Control Plan and should be read in conjunction with the full text of the Change in Control Plan, which is an exhibit to our 2025 Annual Report on Form 10-K.

Under the terms of their respective employment agreements, to the extent permissible under applicable law, each NEO agrees not to compete with us or to solicit any of our customers or employees during the term of the NEO’s employment and following any termination of employment for a period of two years (or, in the case of Mr. Khan, one year, and in the case of Messrs. Kish and Dobson, during any period in which they receive

severance payments following a termination without “cause” or with “good reason,” in each case as defined in their respective employment agreements). The NEOs also agree not to disclose any confidential information regarding us at any time and that all work product developed by the executive during the term of the executive’s employment is our intellectual property.

We maintain the Clawback Policy in accordance with the adoption of the final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act by the SEC. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received on or after October 2, 2023 from our current and former executive officers (and any other persons designated by the Board or the Compensation Committee as being subject to the Clawback Policy) in the event the Company is required to file certain types of accounting restatements.

In order to align the interests of our directors and executive officers with those of our stockholders, our Stock Ownership Policy (the “Stock Ownership Policy”) requires, as of the applicable measurement date, (i) our non-employee directors to hold an amount of our stock valued at five times their annual cash retainer for serving on the Board (not including committee membership or chair retainers), (ii) our Chief Executive Officer to hold an amount of our stock valued at five times his annual base salary, and (iii) other individuals who are deemed our “officers” for purposes of Section 16 of the Exchange Act to hold an amount of our stock valued at three times their annual base salaries. All individuals covered by the Stock Ownership Policy must come into compliance with the policy no later than April 18, 2028 or, if later, the fifth anniversary of his or her appointment to a position that makes them subject to the Stock Ownership Policy.

We have adopted an Insider Trading Policy governing transactions in the Company’s securities and derivative securities relating to the Company’s Class A Common Stock that applies to our directors, officers, and consultants. We also follow certain procedures for the repurchase of our securities. We believe that our Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of the policy was filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

As part of the Insider Trading Policy, all of our directors, officers, employees and certain designated independent contractors and consultants are prohibited from engaging in short sales of our securities, purchasing our securities on margin, pledging our securities as collateral for a loan, or otherwise engaging in any form of hedging or monetization transactions (such as prepaid variable forwards, equity swaps, collars and exchange funds) involving our securities.

The table below sets forth the compensation received by each of our non-employee directors for the 2025 fiscal year.

Employee directors (including directors employed on a full-time basis by LS Power) are not compensated for their additional service provided to the Board and thus are not included in the table below.

We have a comprehensive director compensation program in order to attract and retain qualified non-employee directors who are critical to our future success, growth and governance. The compensation package for our non-employee directors requires a significant portion of the total compensation package to be equity-based to align the interest of our directors with our stockholders. Directors who are also our employees or full-time employees of LS Power do not receive any additional compensation for their service on the Board.

Pursuant to our Non-Employee Director Compensation Policy, which was approved by the Board upon the recommendation of the Compensation Committee based on market data provided by Pay Governance in October 2025, directors who were neither our employees nor full-time employees of LS Power were entitled to the following compensation:

In addition, the Plan provides that no non-employee director may be granted equity awards in any calendar year with a value (determined, if applicable, pursuant to ASC Topic 718) on the date of grant in excess of $750,000; provided, that for any calendar year in which a non-employee member of the Board (i) first commences service on the Board, (ii) serves on a special committee of the Board, or (iii) serves as lead director or chairman of the Board, additional equity awards may be granted to such non-employee member of the Board in excess of such limit. This limit does not apply to any equity awards made in lieu of cash fees or made to a non-employee member of the Board during any period in which such individual was our employee or an employee of any of our affiliates or was otherwise providing services to us or to any of our affiliates other than in the capacity as our director.

Directors are not entitled to any fees related to meeting attendance. Each director is entitled to be reimbursed for reasonable and necessary travel and miscellaneous expenses incurred to attend meetings and activities of the Board or any of its committees. Each director is also indemnified by us for actions associated with serving as a director to the fullest extent permitted under Delaware law.

The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2025.

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Pursuant to the Audit Committee charter, management is responsible for the preparation, presentation and integrity of our consolidated financial statements, the application of accounting and financial reporting principles and its internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and KPMG, our independent registered public accounting firm, our audited consolidated financial statements for the fiscal year ended December 31, 2025 and management’s report on the effectiveness of internal control over financial reporting (as set forth in Item 9A of the Form 10-K). The Audit Committee also discussed with our independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC, including its report on the effectiveness of our internal control over financial reporting (as set forth in Item 9A of the Form 10-K). In addition, the Audit Committee received and reviewed the written disclosures and the letters from our independent registered public accounting firm required by applicable requirements of the PCAOB, regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with our independent registered public accounting firm their independence from us.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that our audited consolidated financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Following the Closing, we operate our business through Thunder Sub and its subsidiaries, including OpCo. At the Closing, Thunder Sub and Holdings entered into the amended and restated limited liability company agreement of OpCo (the “OpCo A&R LLC Agreement”). The operations of OpCo, and the rights and obligations of the holders of equity interests of OpCo (“OpCo Units”), are set forth in the OpCo A&R LLC Agreement.

Subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, pursuant to the OpCo A&R LLC Agreement, each holder of OpCo Units (other than the Company Group (defined below)) has, subject to certain limitations, the right to cause OpCo to acquire all or a portion of its OpCo Units together with a corresponding number of shares of Class B Common Stock for, at OpCo’s election, (i) a corresponding number of shares of Class A Common Stock or (ii) an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo A&R LLC Agreement (the “OpCo Unit Redemption Right”). As used in this Proxy Statement, “Company Group” means EVgo Inc., Thunder Sub or any of their subsidiaries (other than OpCo and its subsidiaries). Alternatively, upon the request for a redemption by a holder of OpCo Units, the Company Group (instead of OpCo) has the right to acquire each tendered OpCo Unit and corresponding share of Class B Common Stock directly from the redeeming holder of OpCo Units for, at its election, (i) one share of Class A Common Stock, subject to such conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (ii) an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo A&R LLC Agreement. In addition, subject to certain exceptions, the Company Group has the right to effect the redemption of all of the OpCo Units held by (i) upon the acquisition by the Company Group of more than 90% of the OpCo Units, all other members of OpCo holding less than five percent of the then outstanding OpCo Units or (ii) upon a change of control of CRIS, each member of OpCo (other than the Company Group). In connection with any redemption of OpCo Units, the corresponding number of shares of Class B Common Stock will be cancelled.

Under the OpCo A&R LLC Agreement, Thunder Sub has the right to determine when distributions will be made to the holders of OpCo Units and the amount of any such distributions, except OpCo will be required to make certain tax-related distributions and to make distributions in the event of dissolution. If Thunder Sub authorizes a distribution, such distribution will be made to the holders of OpCo Units generally on a pro rata basis in accordance with their respective percentage ownership of OpCo Units.

The holders of OpCo Units, including Thunder Sub, will generally incur U.S. federal, state and local income taxes on their share of any net taxable income of OpCo. Net income and losses of OpCo generally will be allocated to the holders of OpCo Units on a pro rata basis in accordance with their respective percentage ownership of OpCo Units, subject to requirements under U.S. federal income tax law that certain items of income, gain, loss or deduction be allocated disproportionately in certain circumstances. To the extent OpCo has available cash and subject to the terms of any current or future debt instruments, the OpCo A&R LLC Agreement will require OpCo to make pro rata cash distributions to holders of OpCo Units, including Thunder Sub, in an amount sufficient to allow the Company Group to pay its taxes and to make payments under that certain tax receivable agreement, entered into at Closing, by and among CRIS, Thunder Sub, Holdings and LS Power Equity Advisors, LLC, as agent (the “Tax Receivable Agreement”). In addition, the OpCo A&R LLC Agreement will require OpCo to make non-pro rata payments to Thunder Sub to reimburse it for its corporate and other overhead expenses, which payments are not treated as distributions under the OpCo A&R LLC Agreement.

In connection with the Closing, we, the Sponsor and the other initial stockholders terminated the existing registration rights agreement and entered into a new registration rights agreement, as amended (the “Registration Rights Agreement”), with Holdings (together with the Sponsor, the other initial stockholders and

any person or entity who becomes a party to the Registration Rights Agreement, the “Holders”) that grants certain resale registration rights with respect to (a) the private placement warrants (including any shares of Class A Common Stock issued or issuable upon the exercise of any private placement warrants), (b) shares of Common Stock issued or issuable upon conversion of any of the 5,750,000 shares of Class B Common Stock issued in connection with the Business Combination, (c) any outstanding shares of Class A Common Stock held by a Holder as of the date of the Registration Rights Agreement, (d) any shares of Class A Common Stock issued or issuable upon exchange of OpCo Units and shares of Class B Common Stock held by a Holder as of the date of the Registration Rights Agreement, and (e) any other of our equity securities issued or issuable with respect to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”), subject to the terms and conditions set forth in the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the Company filed a registration statement on Form S-1, originally filed with the SEC on July 20, 2021 and declared effective on July 30, 2021 (the “Initial Registration Statement”), registering the resale of the Registrable Securities permitted to be registered for resale under the Securities Act of 1933, as amended (the “Securities Act”). Subsequently, we filed a registration statement on Form S-3, originally filed with the SEC on August 10, 2022 and declared effective on August 25, 2022 (the “Shelf Registration Statement”), which contained a combined prospectus that included any Registrable Securities remaining unsold under the Initial Registration Statement pursuant to Rule 429(a) under the Securities Act. The Registration Rights Agreement requires, among other things, the Company to use its reasonable best efforts to cause the Shelf Registration Statement to remain effective in respect of such Registrable Securities and also provides Holders with certain customary demand and “piggyback” registration rights.

We entered into a nomination agreement upon the Closing with Holdings and each other principal stockholder named therein (collectively, the “Principal Stockholders”), which was amended and restated on March 24, 2022 (the “A&R Nomination Agreement”). The A&R Nomination Agreement provides that the Board will consist of nine directors, divided into three classes serving staggered three-year terms.

The A&R Nomination Agreement provides that: (i) for so long as the Principal Stockholders beneficially own a number of shares of Common Stock representing at least 50% of the number of shares of Common Stock outstanding at any time, the Principal Stockholders will have the right to nominate five (5) directors to the Board; (ii) for so long as the Principal Stockholders beneficially own a number of shares of Common Stock representing less than 50% of the number of shares of Common Stock outstanding at any time, but at least 40% of the outstanding shares of Common Stock at any time, the Principal Stockholders will have the right to nominate four (4) directors to the Board; (iii) for so long as the Principal Stockholders beneficially own a number of shares of Common Stock representing less than 40% of the number of shares of Common Stock outstanding at any time, but at least 30% of the outstanding shares of Common Stock at any time, the Principal Stockholders will have the right to nominate three (3) directors to the Board; for so long as the Principal Stockholders beneficially own a number of shares of Common Stock representing less than 30% of the number of shares of Common Stock outstanding at any time, but at least 15% of the outstanding shares of Common Stock at any time, the Principal Stockholders will have the right to nominate two (2) directors to the Board; and (iv) for so long as the Principal Stockholders beneficially own a number of shares of Common Stock representing less than 15% of the number of shares of Common Stock outstanding at any time, but at least 2.5% of the outstanding shares of Common Stock at any time, the Principal Stockholders will have the right to nominate one (1) director to the Board. At any time that any of the foregoing provisions described in this paragraph are in effect, the Principal Stockholders may require that the Chair be one of the Principal Stockholders’ nominees.

Holders of OpCo Units (other than Thunder Sub) may cause each OpCo Unit together with a corresponding share of Class B Common Stock to be redeemed for, at OpCo’s election, one share of Class A Common Stock or an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo A&R LLC Agreement. OpCo intends to make for itself (and for each of its direct or indirect subsidiaries it controls that is treated as a partnership for U.S. federal income tax purposes) an election under Section 754 of the Code that will be effective for the taxable year of the Business Combination and each taxable year in which

a redemption of OpCo Units pursuant to the OpCo Unit Redemption Right or the Call Right (defined below) occurs. As used in this Proxy Statement, “Call Right” means, with respect to an exercise of the OpCo Unit Redemption Right, the right of the Company Group pursuant to the OpCo A&R LLC Agreement to elect, for administrative convenience, to acquire each tendered OpCo Unit (together with a corresponding share of Class B Common Stock) directly from such redeeming holder of OpCo Units for, at the election of the Company Group, (a) one share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (b) an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo A&R LLC Agreement. Pursuant to the Section 754 election, the acquisition (or deemed acquisition for U.S. federal income tax purposes) of OpCo Units by the Company Group pursuant to the OpCo Unit Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets of OpCo. These adjustments will be allocated to the Company Group. Further, certain transactions in connection with the Business Combination may result in adjustments to the tax basis of the tangible and intangible assets of OpCo that may be allocated, in part, to the Company Group. Such adjustments to the tax basis of the tangible and intangible assets of OpCo would not have been available to the Company Group absent its acquisition or deemed acquisition of OpCo Units pursuant to the Business Combination or the exercise of the OpCo Unit Redemption Right or the Call Right. The anticipated basis adjustments are expected to increase (for U.S. federal income tax purposes) the Company Group’s depreciation and amortization deductions and may also decrease the Company Group’s gains (or increase its losses) on future dispositions of certain assets to the extent the increase in tax basis is allocated to those assets. Such increased deductions and losses and reduced gains may reduce the amount of tax that the Company Group would otherwise be required to pay in the future.

The Company Group entered into the Tax Receivable Agreement with Holdings and LS Power Equity Advisors, LLC, as agent, at the Closing of the Business Combination. The Tax Receivable Agreement generally provides for the payment by the Company Group to Holdings (or its permitted assignees) of 85% of the net cash savings, if any, in U.S. federal, state and local income and franchise tax (computed using the estimated impact of state and local taxes) that the Company Group actually realizes (or is deemed to realize in certain circumstances) in periods after the Business Combination as a result of (i) increases in tax basis that occur as a result of (A) the Business Combination and (B) the Company Group’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such holder’s OpCo Units pursuant to an exercise of the OpCo Unit Redemption Right or the Call Right (including any increases in tax basis relating to prior transfers of OpCo Units that will be available to the Company Group as a result of a subsequent acquisition of OpCo Units), and (ii) imputed interest deemed to be paid by the Company Group as a result of, and additional tax basis arising from, any payments the Company Group makes under the Tax Receivable Agreement. Under the Tax Receivable Agreement, the Company Group retains the benefit of the remaining 15% of these net cash savings. In addition, certain of the rights of the holders of OpCo Units (including the right to receive payments) under the Tax Receivable Agreement are transferable in connection with transfers permitted under the OpCo A&R LLC Agreement of the corresponding OpCo Units or after the corresponding OpCo Units have been acquired pursuant to transactions undertaken in connection with the Business Combination, the OpCo Unit Redemption Right or Call Right.

The payment obligations under the Tax Receivable Agreement are the Company Group’s obligations and not obligations of OpCo, and EVgo expects that the payments the Company Group will be required to make under the Tax Receivable Agreement will be substantial. Estimating the amount and timing of the Company Group’s realization of tax benefits subject to the Tax Receivable Agreement is by its nature imprecise. The actual increases in tax basis covered by the Tax Receivable Agreement, as well as the amount and timing of the Company Group’s ability to use any deductions (or decreases in gain or increases in loss) arising from such increases in tax basis, are dependent upon significant future events, including but not limited to the timing of the redemptions of OpCo Units, the price of the Class A Common Stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of tax basis in the OpCo Units of the redeeming holder at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis, the amount, character, and timing of taxable income the Company Group generates in the future, the timing and amount of any earlier payments that the Company Group may have made under the Tax Receivable Agreement, the U.S. federal income tax rate then applicable, and the portion of the Company Group’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. Accordingly, estimating the amount and timing of payments that may

become due under the Tax Receivable Agreement is also by its nature imprecise. For purposes of the Tax Receivable Agreement, net cash savings in tax generally will be calculated by comparing the Company Group’s actual tax liability (determined by using the actual applicable U.S. federal income tax rate and an assumed combined state and local income tax rate) to the amount it would have been required to pay had it not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement. Thus, the amount and timing of any payments under the Tax Receivable Agreement are also dependent upon significant future events, including those noted above in respect of estimating the amount and timing of the Company Group’s realization of tax benefits.

The term of the Tax Receivable Agreement commenced upon the completion of the Business Combination and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired and all required payments are made, unless the Tax Receivable Agreement is terminated early (including upon a change of control). Any early termination payment may be made significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the early termination payment relates.

Decisions we make in the course of running the business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by the applicable holders of OpCo Units under the Tax Receivable Agreement. For example, the earlier disposition of assets following a redemption of OpCo Units may accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before a redemption of OpCo Units may increase the tax liability of applicable holders of OpCo Units without giving rise to any rights to receive payments under the Tax Receivable Agreement. Such effects may result in differences or conflicts of interest between the interests of the applicable holders of OpCo Units and other stockholders.

On December 16, 2024, we entered into a stock and unit purchase agreement (“SPA”) with OpCo and Holdings (together with its affiliates and as used in this section, “LS Power”). Pursuant to the SPA, and in connection with a notice delivered to the Company by LS Power, the Company and OpCo agreed to redeem from LS Power 23,000,000 OpCo Units and 23,000,000 shares of Class B Common Stock (plus up to an additional 3,450,000 Units and 3,450,000 shares of Class B Common Stock if the Underwriters’ Option (as defined below) was exercised in full). In exchange for the Units and Class B Shares included in the Redemption (as defined below), the Company and OpCo agreed to transfer 23,000,000 newly issued shares of the Class A Common Stock, plus up to an additional 3,450,000 Class A Common Stock if the Underwriters’ Option (as defined below) was exercised in full (collectively, the “Redemption”). The Redemption closed on December 17, 2024.

On December 16, 2024, we entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC (“J.P. Morgan”), Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Evercore Group L.L.C., as representatives of the several underwriters (the “Underwriters”), and LS Power, as selling stockholder, relating to an underwritten public offering (the “Secondary Offering”) of 23,000,000 Class A Shares at a public offering price of $5.00 per share. Pursuant to the Underwriting Agreement, all 23,000,000 Class A Shares were sold by LS Power. Under the terms of the Underwriting Agreement, LS Power granted the Underwriters a 30-day option to purchase up to an additional 3,450,000 Class A Shares at the public offering price, less the underwriting discounts and commissions (the “Underwriters’ Option”). The number of Class A Shares issued pursuant to the Secondary Offering, including pursuant to any exercise of the Underwriters’ Option, equaled the number of New Class A Shares issued to LS Power pursuant to the Redemption. We did not receive any of the proceeds from the sale of the Class A Shares in the Secondary Offering.

The Secondary Offering closed on December 18, 2024. The Class A Shares were sold pursuant to an effective Registration Statement on Form S-3 (File No. 333-266753) (the “Registration Statement”), a base prospectus included as part of the Registration Statement, dated August 25, 2022, and a prospectus supplement, dated December 16, 2024 and filed with the SEC on December 18, 2024. The Underwriters did not exercise the Underwriters’ Option.

A “Related Party Transaction” is a transaction, arrangement, or relationship in which we or any of our subsidiaries were, is or will be a participant, the amount of which involved exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets at year end for the last two completed fiscal years, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:

The Board adopted a written related persons transactions policy upon the consummation of the Business Combination. Pursuant to this policy, the Audit Committee reviews all material facts of all Related Party Transactions and either approves or disapproves entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, the Audit Committee takes into account, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in the transaction. Further, the policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

The following table sets forth information known to the Company regarding the beneficial ownership of Common Stock as of the Record Date by:

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. The beneficial ownership percentages set forth in the table below are based on 140,779,998 shares of Class A Common Stock and 172,800,000 shares of Class B Common Stock issued and outstanding as of the Record Date. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o EVgo Inc., 1661 East Franklin Avenue, El Segundo, CA 90245.