EVgo 8-K Signals Major Corporate Event, Broad Shareholder Communication

TL;DR

**EVgo's 8-K points to a big corporate event, likely a merger or acquisition, get ready for news!**

AI Summary

EVgo Inc. filed an 8-K on January 17, 2024, indicating that the company is using this filing to simultaneously satisfy obligations under Rule 425 of the Securities Act and Rule 14a-12 and Rule 14d-2(b) of the Exchange Act. This suggests that the filing contains information related to a business combination or other significant corporate event that requires broad communication to shareholders and the public. For investors, this matters because it signals that important, potentially market-moving news, such as an acquisition or merger, is being communicated, which could impact the stock's valuation.

Why It Matters

This filing indicates EVgo is communicating significant corporate news, likely a business combination, which could materially affect the company's future operations and stock price.

Risk Assessment

Risk Level: medium — The filing itself doesn't detail the event, creating uncertainty about its nature and potential impact, which introduces moderate risk for investors.

Analyst Insight

Investors should monitor EVgo Inc.'s subsequent filings and press releases closely for details regarding the corporate event hinted at by the Rule 425, 14a-12, and 14d-2(b) checkboxes, as this information could significantly impact the stock's valuation.

Key Players & Entities

• EVgo Inc. (company) — the registrant filing the 8-K
• January 17, 2024 (date) — date of earliest event reported and filing date
• Rule 425 (other) — Securities Act rule for written communications
• Rule 14a-12 (other) — Exchange Act rule for soliciting material
• Rule 14d-2(b) (other) — Exchange Act rule for pre-commencement communications

Forward-Looking Statements

• EVgo Inc. will announce details of a significant corporate transaction, such as a merger or acquisition. (EVgo Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — tered Shares of Class A common stock, $0.0001 par value EVGO Nasdaq Global Select
• $11.50 — A common stock at an exercise price of $11.50 EVGOW Nasdaq Global Select Market
• $450,000 — h will receive an annual base salary of $450,000 and will be eligible for a target annua
• $500,000 — ntive Plan (the "LTIP") with a value of $500,000, with the number of shares based on the
• $6 — ng a target share price (tranche one is $6 per share, tranche two is $8 per share
• $8 — che one is $6 per share, tranche two is $8 per share and tranche three is $10 per
• $10 — wo is $8 per share and tranche three is $10 per share, in each case calculated on a
• $2,500,000 — The additional grant will be valued at $2,500,000 (in the aggregate), with (i) the number

Filing Documents

• tm243356d1_8k.htm (8-K) — 40KB
• tm243356d1_ex10-1.htm (EX-10.1) — 125KB
• tm243356d1_ex99-1.htm (EX-99.1) — 16KB
• 0001104659-24-004277.txt ( ) — 443KB
• evgo-20240117.xsd (EX-101.SCH) — 4KB
• evgo-20240117_def.xml (EX-101.DEF) — 26KB
• evgo-20240117_lab.xml (EX-101.LAB) — 37KB
• evgo-20240117_pre.xml (EX-101.PRE) — 25KB
• tm243356d1_8k_htm.xml (XML) — 5KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition On January 17, 2024, EVgo Inc. (the "Company") issued a press release (the "Press Release") announcing certain preliminary financial and operational results for the fiscal year ended December 31, 2023. In the Press Release, the Company also announced a streamlining of the Company's organizational structure designed to increase focus on building, owning and operating the Company's charging network and improving the Company's cost structure. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished within this Item 2.02 of this Current Report on Form 8-K (including the press release attached hereto as Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In the Press Release, the Company also announced the appointment of Dennis Kish to the role of President, effective January 17, 2024 (the "Effective Date"). Mr. Kish, age 60, has served as the Company's Chief Operating Officer since January 2022. His full biographical information and business experience are described in the Company's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2023 (the "2023 Proxy Statement"). In connection with this appointment, Mr. Kish entered into an Amended & Restated Employment Agreement with EVgo Services LLC, an affiliate of the Company (the "Employment Agreement"), pursuant to which Mr. Kish assumed the role of President as of the Effective Date. Under the Employment Agreement, Mr. Kish will receive an annual base salary of $450,000 and will be eligible for a target annual bonus based on a target bonus opportunity of 90% (up to a maximum of 135%) of Mr. Kish's annual base salary, and as may be otherwise approved or changed by the Board based upon Mr. Kish's performance and the achievement of certain objectives as determined by the Board. On the date the Company issues its annual equity awards to its executive officers for fiscal year 2024 or such other date as selected by the Board (the "Grant Date"), Mr. Kish will receive a one-time equity grant of performance-based restricted stock units ("PSUs") under the Company's 2021 Long Term Incentive Plan (the "LTIP") with a value of $500,000, with the number of shares based on the volume-weighted average price per share of Stock (as defined in the LTIP) over the period established by the Board for the Company's annual equity incentive awards to other executive officers for fiscal year 2024, or such other period as determined by the Board. The PSUs are divided into three equal tranches. Ea

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amended & Restated Employment Agreement, dated January 17, 2024, between EVgo Services LLC and Dennis Kish 99.1 Press Release, dated January 17, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Indicates a management contract or compensatory plan, contract or arrangement.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EVgo Inc. Date: January 17, 2024 By: /s/ Olga Shevorenkova Name: Olga Shevorenkova Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR