
	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2026		2025		2026		2025
Other cost of sales	$	99	$	109	$	198	$	201
General and administrative expenses	3,197		6,922		7,343		12,324
Total share-based compensation expense	$	3,296	$	7,031	$	7,541	$	12,525

The Company’s 2021 Long Term Incentive Plan (the “2021 Incentive Plan”) became effective on July 1, 2021. The 2021 Incentive Plan reserved 33,918,000 shares of the Company’s Class A common stock for issuance to employees, non-employee directors and other service providers pursuant to equity awards granted under the 2021 Incentive Plan. On May 15, 2025, the Company’s stockholders approved an amendment to the 2021 Incentive Plan to reserve an additional 25,000,000 shares of the Company’s Class A common stock. As of June 30, 2026, there were 22,474,216 shares of Class A common stock available for grant. The nonvested performance-based restricted stock units (“PSUs”) previously issued under the 2021 Incentive Plan are subject to under- and over-achievement thresholds. The number of shares remaining available for grant as disclosed in this paragraph was determined based on the number of PSUs whose vesting conditions were considered probable of achievement as of June 30, 2026. The 2021 Incentive Plan will terminate on March 26, 2031, unless terminated earlier by action of the Company’s Board of Directors.


(shares in thousands)	Shares Underlying Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding as of December 31, 2025	436	$	7.53	7.2 years	$	18

Outstanding and expected to vest as of June 30, 2026	436	$	7.53	6.7 years	$	—

Exercisable as of June 30, 2026	396	$	8.01	6.6 years	$	—

As of June 30, 2026, the Company’s unrecognized share-based compensation expense related to stock options was de minimis, which is expected to be recognized over a weighted average period of 0.4 years. No stock options were granted, forfeited or exercised during the three and six months ended June 30, 2026.


(shares in thousands)	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2025	16,222	$	3.05
Granted	5,780	$	2.15
Vested	(6,024)	$	3.17
Forfeited	(1,214)	$	2.75
Nonvested and outstanding as of June 30, 2026	14,764	$	2.67

The total fair value of RSUs vested during the three and six months ended June 30, 2026 was $1.0 million and $18.1 million, respectively. As of June 30, 2026, the Company’s unrecognized share-based compensation expense related to unvested RSUs was $20.1 million, which is expected to be recognized over a weighted average period of 1.3 years.


(shares in thousands)	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2025	1,113	$	2.23
Granted	66	$	2.61
Forfeited	(71)	$	3.43
Vested	(28)	$	2.42
Nonvested as of June 30, 2026	1,080	$	2.17

Expected to vest as of June 30, 2026	104	$	2.39

No MSUs vested during the three months ended June 30, 2026. The total fair value of MSUs that vested during the six months ended June 30, 2026 was $0.1 million. As of June 30, 2026, the Company’s unrecognized share-based compensation expense related to unvested MSUs was $0.4 million, which is expected to be recognized over a weighted average period of 1.2 years.

The grant date fair value for the MSUs was estimated using a Monte Carlo simulation that incorporates option-pricing inputs covering the period. The following assumptions were used for the MSU grants issued during the six months ended June 30, 2026:

The Company has granted certain PSUs, which vest based on achievement of certain performance-based vesting conditions and subject to a three-year service condition. The number of shares that may ultimately vest with respect to each award may range from 0% up to 187.5% of the target number of shares based on achievement of certain performance-based vesting conditions related to stall counts and Adjusted EBITDA over a one-year period and a relative total stockholder return (“rTSR”) performance relative to the rTSR of a select group of companies in the Clean Edge Green Energy Index over a three-year period. The maximum number of PSUs that may vest is determined based on actual Company achievement with vesting subject to continuous service over a three-year period and achievement of the performance conditions. Compensation expense is recognized when performance targets are defined, the grant date is established, and it is considered probable that the performance objectives will be met. The table below represents the Company’s PSU activity under the 2021 Incentive Plan:


(shares in thousands)	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2025	3,795	$	2.68


Forfeited	(1,124)	$	2.57
Nonvested as of June 30, 2026	2,671	$	2.73

Expected to vest as of June 30, 2026	2,671	$	2.73

There were no PSUs that vested during the three and six months ended June 30, 2026. As of June 30, 2026, the Company’s unrecognized share-based compensation expense related to unvested PSUs was $3.0 million, which is expected to be recognized over a weighted average period of 1.4 years. The grant date fair value for PSUs was calculated based on the closing price of the Company’s Class A common stock on the grant date.

Following the Holdco Merger and prior to the CRIS Business Combination, all employees of EVgo Services employed at that time received share-based compensation in the form of units in EVgo Management Holdings, LLC (“EVgo Management”) designed to track incentive units issued by EVgo Holdings to EVgo Management (“Incentive Units”). The EVgo Holdings LLCA provides for the issuance of 1,000,000 Incentive Units. Each Incentive Unit grants a profits interest in EVgo Holdings, which can generally be described as a participation interest whose right to receive distributions is determined by the cumulative amount of distributions (cash or in-kind) received by each outstanding Capital Unit in EVgo Holdings up to and including the date of a distribution. Distributions to the Incentive Unit holders are made solely from cash or property of EVgo Holdings. Incentive Unit holders have no claim as to the cashflow or assets of EVgo Holdco or EVgo Services. Presented below is a summary of the activity of the Company’s Incentive Units:

The time vesting Incentive Units (“Time Vesting Incentive Units”) were fully vested in January 2025. As of June 30, 2026, the Company has recognized all share-based compensation expense related to Time Vesting Incentive Units. As of June 30, 2026, unrecognized share-based compensation expense related to unvested sale vesting Incentive Units (“Sale Vesting Incentive Units”) was $1.1 million, which is contingent upon the occurrence of a sale event.

During the three months ended June 30, 2026, the Company granted Fixed-Value Awards with an aggregate total dollar value of $7.1 million, under the 2021 Incentive Plan, which were granted to certain non-executive employees. The Fixed-Value Awards represent the right to receive a specified fixed dollar value in consideration for employee services and do not provide participants with ownership of the Company’s Class A common stock or any shareholder rights prior to settlement. Until settlement, the awards represent obligations of the Company.

Pursuant to the award agreement, the Company may elect, prior to vesting, to settle vested awards in either cash or shares of the Company’s Class A common stock. If no such election is made prior to vesting, the awards will be settled in cash. If the Company elects share settlement, the participant will receive a variable number of shares of Class A common stock equal to the total dollar value divided by the 15-day volume-weighted average per-share price of the shares of Class A common stock during the 15 consecutive trading days ending one business day prior to the applicable vesting date (rounded down to the nearest whole number of shares). The awards vest over a three-year service period, with one-third vesting on February 1, 2027, and the remaining two-thirds vesting in equal quarterly installments every three months thereafter through the end of the vesting period.