What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-03-28 compared with 2024-04-01 · 125 added, 130 removed, 289 unchanged (47% of the section changed)

8 unchanged sentences

ChargePoint’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” included under Part I, Item 1A.

ChargePoint designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”) connected through cloud-based services (“Cloud” or “Cloud Services”) which (i) enable charging systems owners, or hosts, to manage their Networked Charging Systems, and (ii) enable drivers to locate, reserve and authenticate Networked Charging Systems and to transact EV charging sessions on those systems.

ChargePoint designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”) connected through cloud-based services (the “ChargePoint Platform”) which (i) enable charging systems owners, charge point operators (“CPOs”) or hosts, to manage their Networked Charging Systems, and (ii) enable drivers to locate, reserve and authenticate Networked Charging Systems and to transact EV charging sessions on those systems.

ChargePoint’s Networked Charging Systems, subscriptions and other offerings provide an open platform that integrates with system hardware from ChargePoint and other manufacturers, connecting systems over an intelligent network that provides real-time information about charging sessions and full control, support and management of the Networked Charging Systems.

This network provides multiple web-based portals for charging system owners, fleet managers, drivers and utilities.

ChargePoint generates revenue primarily through the sale of Networked Charging Systems, Cloud Services and extended parts and labor warranties (“Assure”).

The Company also generates revenue, in some instances, by providing customers use of ChargePoint’s owned and operated Networked Charging Systems, Cloud Services and Assure into a single multi-year or annual subscription (“ChargePoint as a Service” or “CPaaS”).

Each of Cloud Services, Assure and CPaaS is typically paid for upfront and revenue is recognized ratably over the term of the subscription period.

ChargePoint generates revenue primarily through the sale of Networked Charging Systems, subscriptions to the ChargePoint Platform and extended parts and labor warranties (“Assure”).

The Company also generates revenue, in some instances, by providing customers use of ChargePoint’s owned and operated Networked Charging Systems, ChargePoint Platform and Assure into a single multi-year or annual subscription (“ChargePoint as a Service” or “CPaaS”).

Each of ChargePoint Platform, Assure and CPaaS is typically paid for upfront and revenue is recognized ratably over the term of the subscription period.

ChargePoint targets three key verticals:

1 unchanged sentence

Commercial customers have parking places largely within their workplaces and include retail, hospitality, healthcare, fueling and convenience and parking lot operators.

Fleet includes municipal buses, delivery and work vehicles, port/airport/warehouse and other industrial applications, ridesharing services, and is expected to eventually include autonomous transportation.

Fleet includes municipal buses, delivery and work vehicles, port/airport/warehouse and other industrial applications, ride-sharing services, and is expected to eventually include autonomous transportation.

Residential includes single family homes and multifamily residences.

On February 26, 2021 (“Closing Date”), Switchback Energy Acquisition Corporation (“Switchback”) consummated the previously announced transactions pursuant to which Lightning Merger Sub Inc., a wholly-owned subsidiary of Switchback (“Lightning Merger Sub”), merged with ChargePoint, Inc.

(“Legacy ChargePoint”) pursuant to a Merger Agreement and Plan of Merger dated as of September 23, 2020, by and among the Company, Lightning Merger Sub, and Switchback (“Merger Agreement”).

(“Legacy ChargePoint”) pursuant to a Business Combination Agreement and Plan of Reorganization dated as of September 23, 2020, by and among Legacy ChargePoint, Lightning Merger Sub, and Switchback (“Merger Agreement”).

Legacy ChargePoint survived as a wholly-owned subsidiary of Switchback (“Merger” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”).

2 unchanged sentences

ChargePoint has incurred net operating losses and negative cash flows from operations in every year since its inception.

As of January 31, 2024 and 2023, ChargePoint had an accumulated deficit

As of January 31, 2025 and 2024, ChargePoint had an accumulated deficit of $1,891.4 million and $1,614.4 million, respectively.

ChargePoint has funded its operations primarily from customer payments, the

Table of Content

of $1,614.4 million and $1,156.8 million, respectively.

ChargePoint has funded its operations primarily from customer payments, the issuance of common stock, redeemable convertible preferred stock and convertible notes, exercise proceeds from options and warrants, borrowings under loan facilities and proceeds from the Reverse Recapitalization.

issuance of common stock, redeemable convertible preferred stock and convertible notes, exercise proceeds from options and warrants, borrowings under loan facilities and proceeds from the Reverse Recapitalization.

Recent Developments

4 unchanged sentences

As of January 31, 2025, restructuring-related liabilities were $0.3 million.

The majority of the remaining restructuring-related liabilities, which includes employee severance and benefits and facilities-related exit costs, will be disbursed in the first quarter of fiscal 2025.

The majority of the remaining restructuring-related liabilities, which includes employee severance and benefits and facilities-related exit costs, will be disbursed in fiscal 2026.

January 2024 Reorganization

1 unchanged sentence

The January 2024 Reorganization entailed a reduction in force of approximately 12% of the Company’s global workforce and other actions to reduce expense.

The Company incurred $9.9 million of employee severance, termination and employment-related exit costs and $2.7 million of facility exit costs, including impairment charges and accelerated depreciation of right-of-use assets.

During the twelve months ended January 31, 2024, the Company incurred $9.9 million of employee severance, termination and employment-related exit costs and $2.7 million of facility exit costs, including impairment charges and accelerated depreciation of right-of-use assets.

As of January 31, 2025, restructuring-related liabilities were $1.2 million.

These remaining restructuring-related liabilities, which primarily includes employee severance and benefits, will be disbursed in the first quarter of fiscal 2025.

Refer to Note 14, Restructuring , in the notes to the consolidated financial statements included in this Annual Report.

These remaining restructuring-related liabilities, which primarily includes employee severance and benefits, will be disbursed in fiscal 2026.

September 2024 Reorganization

In September 2024, the Company implemented a reorganization plan to reduce its operating expenses and further increase efficiencies (the “September 2024 Reorganization”).

The September 2024 Reorganization entailed a reduction in force of approximately 15% of the Company’s global workforce and other actions to reduce expense.

During the twelve months ended January 31, 2025, the Company incurred $9.8 million of employee severance, termination and employment-related exit costs.

As of January 31, 2025, restructuring-related liabilities were $0.4 million.

These remaining restructuring-related liabilities, which primarily includes employee severance and benefits, will be disbursed in fiscal 2026.

For more information related to the September 2023 Reorganization, January 2024 Reorganization and September 2024 Reorganization, refer to Note 14, Restructuring , in the notes to the consolidated financial statements included in this Annual Report.

New York Stock Exchange Delisting Notice

On February 19, 2025, ChargePoint received a notification letter from the New York Stock Exchange (“NYSE”) that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual (the “Bid Price Requirement”) because the average closing price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day period.

The Company can regain compliance at any time within the six-month period following receipt of the NYSE's notice or until August 19, 2025 (the “Compliance Date”), if on the last trading day of any calendar month prior to the Compliance Date, the Company has (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

The notification received from the NYSE has no immediate effect on ChargePoint’s NYSE listing.

ChargePoint’s Common Stock will continue to be listed and trade on the NYSE at this time, subject to ChargePoint’s ongoing compliance with the NYSE's other continued listing standards.For additional information concerning the delisting notice, see the Risk Factors in Part 1, Item 1A of this Annual Report on Form 10-K entitled, “Risks Related to Ownership of ChargePoint’s Securities--If ChargePoint fails to regain compliance with the listing standards of the New York Stock Exchange it could result in the delisting of ChargePoint’s Common Stock and adversely affect the market price and liquidity of ChargePoint’s Common Stock.”

Key Factors Affecting Operating Results

ChargePoint believes its performance and future success depend on several factors that present significant opportunities for it but also pose risks and challenges, including those discussed below:

Table of Content

Growth in EV Adoption

8 unchanged sentences

and increases in fuel efficiency of internal combustion engine vehicles.

Further, numerous EV auto manufacturers have recently announced delays in their previously announced plans to migrate their manufacturing production to be solely or primarily EVs.

In addition, macroeconomic factors, including governmental mandates and incentives and the impact of rising interest rates, inflation and a potential economic recession, could impact demand for EVs, particularly since they can be more expensive to purchase than traditional gasoline-powered vehicles.

Further, numerous EV auto manufacturers have announced delays in or modified their previously announced plans to migrate their manufacturing production to be solely or primarily EVs.

In addition, macroeconomic factors, including reduction or elimination of governmental mandates and incentives and the impact of higher interest rates, inflation, tariffs and any potential economic recession, could impact demand for EVs, particularly since they can be more expensive to purchase than traditional gasoline-powered vehicles.

Further, geopolitical factors, such as the ongoing conflict between Russia and Ukraine, conflicts in the Middle East, conflicts between the United States and China or between China and Taiwan may negatively impact the global automotive supply chain and reduce the manufacturing of automobiles, including EVs.

If the market for EVs does not develop as expected, if there is any slow-down or delay in overall EV adoption, or if auto manufacturers delay their EV manufacturing rates or eliminate their plans to transition to predominately EV manufacturing, the rate of EV adoption may be adversely affected and the market for EV charging may not develop and as a result, ChargePoint’s financial condition and results of operations could be materially and adversely impacted.

If the market for EVs does not develop as expected, if there is any slow-down or delay in overall EV adoption, or if auto manufacturers delay their EV manufacturing rates or eliminate their plans to transition to predominately EV manufacturing, the rate of EV adoption may be adversely affected and the market for EV charging may not develop as a result and ChargePoint’s financial condition and results of operations could be materially and adversely impacted.

Macroeconomic Trends

ChargePoint has an international presence and as a result is subject to risks and uncertainties caused by significant events with macroeconomic impacts, including, but not limited to geopolitical events, including the ongoing Russia-Ukraine conflict, conflicts in the Middle East, rising political tensions with China, increases in inflation and interest rates, monetary policy changes, financial services sector instability, recessions, global pandemics and foreign currency fluctuations.

In addition, in February 2025, the United States announced the imposition of tariffs on certain goods imported from Canada, Mexico and China and has made announcements regarding the potential imposition of tariffs on goods imported from other countries.

Impacted countries have and in the future may impose retaliatory tariffs, and such actions could give rise to an escalation of other trade measures by the countries subjected to such tariffs.

While the application of certain previously announced tariffs has been delayed, there is no guarantee that the tariffs will not go into effect and there is the possibility that additional United States tariffs may be imposed on Canada, Mexico, China and other countries.

Trade restrictions and increased tariffs between the United States and countries like Canada, Mexico and China may result in adverse economic conditions, increase the costs of goods sold and result in a recession or the threat of a recession.

For example, the United States automotive manufacture industry is particularly sensitive to the impact of tariffs on the increased costs of manufacturing and selling vehicles, which may result in substantial increases to the cost of vehicles to consumers, including EVs.

Because ChargePoint is substantially reliant on the increased adoption and sales of new EVs, if there is any downturn in the sales of EVs or consumers reduce their purchases of new EVs, either because the vehicles are more expensive or as the result of a general downturn in the overall economy as the result of the tariffs, ChargePoint’s customers may reduce their need for EV infrastructure development and ChargePoint’s business, financial results and results of operations may be harmed.

Global economic uncertainty due to other macroeconomic conditions, including inflation, interest rate pressures, disruptions and credit constraints in the financial services industry, labor market disruptions, and related concerns of a potential recession, have impacted customer behavior related to discretionary spending and sentiment and could continue to impact such behaviors in the future.

Any resulting decline in the ability or willingness of customers, fleet owners and operators to purchase ChargePoint’s products or subscription services could have an adverse impact on ChargePoint’s results of operations and financial condition.

ChargePoint is currently a market leader in North America in commercial Level 2 Alternating Current (“AC”) charging.

ChargePoint also offers AC chargers for use at home or multifamily settings and for fleet applications, and high-power Level 3 Direct Current (“DC”) chargers for fast urban charging, corridor or long-trip charging and fleet applications.

ChargePoint intends to expand its market share over time in its product categories, leveraging the network effect of its products and Cloud Services software.

ChargePoint intends to expand its market share over time in its product categories, leveraging the network effect of its products and ChargePoint Platform.

Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market.

Historically, ChargePoint has sold its Networked Charging Systems and Cloud Services as an integrated “full-stack” offering, providing its customers with a sole-source solution for their EV charging needs, especially in the United States.

Historically, ChargePoint has sold its Networked Charging Systems and charger management system (“CMS” or “CMS Services”) as an integrated “full-stack” offering, providing its customers with a sole-source solution for their EV charging needs, especially in the United States.

Recently, ChargePoint has seen an increase in the frequency of customers seeking to disaggregate their networked charging solutions and to implement independent hardware and charging management software solutions, particularly for national or global commercial retailers and large fleet operators.

Table of Content

ChargePoint enables charge station operators to choose ChargePoint’s Cloud Services and select their choice of third-party hardware and enables e-mobility services providers to build and integrate their solutions with ChargePoint’s Cloud Services, there is no guarantee that this distributed sales model will be successful.

If ChargePoint’s market share decreases due to increased competition, or if ChargePoint is unable to compete with a disaggregate EV charging solutions sales model, its financial condition and results of operations may be materially and adversely impacted.

While ChargePoint enables Networked Charging System owners to choose ChargePoint’s CMS Services and select their choice of third-party hardware, there is no guarantee that this distributed sales model will be successful.

If ChargePoint’s market share decreases due to increased competition, or if ChargePoint is unable to compete with a disaggregated EV charging solutions sales model, its financial condition and results of operations may be materially and adversely impacted.

Furthermore, ChargePoint’s success could be negatively impacted if consumers and businesses choose other types of alternative fuel vehicles or high fuel-economy gasoline powered vehicles.

Europe Expansion

ChargePoint operates in North America and several countries in Europe.

Europe is expected to be a significant contributor to ChargePoint’s revenue in future years.

ChargePoint has been and is investing heavily to succeed in Europe.

ChargePoint is also working to grow its European business through partnerships with channel partners and car leasing companies and through its acquisitions of ViriCiti B.V.

(“ViriCiti”) and has•to•be gmbh (“HTB”).

In Europe, ChargePoint primarily competes with other providers of EV charging station networks.

ChargePoint’s growth in Europe requires differentiating itself as compared to these existing competitors.

If ChargePoint is unable to continue penetrating the market in Europe, its financial condition and results of operations could be materially and adversely impacted.

Fleet Expansion

ChargePoint’s future growth is also highly dependent upon its success in EV fleet applications, where there is increasing competition, a high customer dependency on the expected increase in the arrival rate of new vehicles, and likely high concentrations and volatility of purchasing as fleet operators ultimately choose their key providers and make large purchases of EVs.

As noted above, the customer trend to make independent EV charging hardware and charging management software procurement selections is more prevalent in the fleet market.

Any significant decline in purchases from these customers or increased competition for these customers may have an adverse impact on ChargePoint’s potential for future growth.

If ChargePoint is not successful in the fleet vertical, its financial condition and results of operations could be materially and adversely affected.

Table of Content

Impact of New Product Releases and Investments in Growth

As ChargePoint introduces new products, such as the release of its Express Plus DC fast charger in fiscal year 2022 and CP6000 Level 2 AC charger in fiscal year 2023, its gross margins may be initially negatively impacted by launch costs and lower volumes until it achieves targeted cost reductions.

As ChargePoint introduces new products its gross margins may be initially negatively impacted by launch costs and lower volumes until it achieves targeted cost reductions.

Cost reductions may not occur on the timeline ChargePoint expects due to a number of factors, including but not limited to failure to meet its own estimates, unanticipated supply chain difficulties, government mandates or certification requirements.

In addition, ChargePoint may accelerate its expenditures where it sees growth opportunities, which may negatively impact gross margin until upfront costs and inefficiencies are absorbed and normalized operations are achieved.

Further, ChargePoint has historically invested in prioritizing an assurance of supply of its products and new customer acquisition as part of its “land and expand” model, which puts pressure on gross margins and increases operating expenses.

Further, ChargePoint has historically invested in prioritizing an assurance of supply of its products and new customer acquisition, which puts pressure on gross margins and increases operating expenses.

ChargePoint also continuously evaluates and may adjust its expenditures, such as new product introduction costs, based on its launch plans for new products, as well as other factors including the pace and prioritization of current projects under development and the addition of new projects.

6 unchanged sentences

federal government, certain foreign governments and some state and local governments provide incentives to end users and purchasers of EVs and EV infrastructure in the form of rebates, tax credits and other financial incentives.

These governmental rebates, tax credits and other financial incentives significantly lower the effective price of EVs and EV infrastructure to customers.

For example, the Infrastructure Investment and Jobs Act signed into law on November 15, 2021 (the “Jobs Act”) provided additional funding for EVs and EV charging infrastructure through the creation of new programs and grants and the expansion of existing programs, including $7.5 billion for EV charging along highway corridors and communities.

In addition, the Inflation Reduction Act of 2022 (the “IRA”) signed into law on August 16, 2022 includes incentives and tax credits aimed at reducing the effects of climate change, such as the extension of electric vehicle charging infrastructure tax credits under Section 30C and tax credits for electric vehicles under Section 30D of the Internal Revenue Code of 1986, as amended (the “Code”) through 2032.

There are numerous restrictions and requirements associated with qualifying for the electric vehicle tax credits available under the IRA and ChargePoint is still assessing how the IRA may

Table of Content

impact its business and EV sales generally.

Further, incentives such as the Jobs Act and the IRA take time to be disbursed and to affect actual expenditure decisions.

These incentives may also expire on specified dates, end when the allocated funding is no longer available, or be reduced or terminated as a matter of regulatory or legislative policy.

Any reduction in rebates, tax credits or other financial incentives could reduce the demand for EVs and for charging infrastructure, including infrastructure ChargePoint offers.

Macroeconomic Trends

ChargePoint has an international presence and as a result is subject to risks and uncertainties caused by significant events with macroeconomic impacts, including, but not limited to geopolitical events, including the ongoing Russia-Ukraine conflict, conflicts in the Middle East, rising inflation and interest rates, monetary policy changes, financial services sector instability, recessions, global pandemics and foreign currency fluctuations.

Additionally, these macroeconomic impacts have generally disrupted the operations of its customers and prospective customers.

In addition, shifts in ChargePoint’s product mix to DC chargers from AC chargers may negatively affect ChargePoint’s gross profits and gross margins since ChargePoint generally realizes higher gross margins from sales of its AC chargers.

Further, disruption to ChargePoint’s supply chains and heightened component and shipping pricing and logistics expenses, which ChargePoint experienced in 2021 and 2022, may further adversely impact ChargePoint’s gross margins, adversely affect demand for ChargePoint’s products, lengthen its product development and sales cycles, and reduce expected spending from new customers, all of which could adversely affect ChargePoint’s business, results of operations and financial condition.

Results of Operations & its Components

federal government, and some foreign and state governments, have proposed changing or ending these incentives.

These proposals create uncertainty and if adopted and implemented may have a material adverse impact on the EV market, which benefits from these financial incentives to significantly lower the effective price of EVs and EV charging stations to customers.

For example, the Infrastructure Investment and Jobs Act signed into law on November 15, 2021 provided additional funding for EVs and EV charging infrastructure through the creation of new programs and grants and the expansion of existing programs, including the $7.5 billion National Electric Vehicle Infrastructure (“NEVI”) Program for EV charging along highway corridors.

On February 6, 2025, the Federal Highway Administration (“FHWA)”) published a memo indicating new guidance for NEVI will be issued in the spring of 2025, which may change program requirements, state plans, and qualifications for future awards.

In addition, the Inflation Reduction Act of 2022 (the “IRA”) signed into law on August 16, 2022 includes numerous incentives and tax credits aimed at reducing the effects of climate change, such as the extension and increase of the EV charging infrastructure tax credits under Section 30C and tax credits for EVs under Section 30D of the Internal Revenue Code of 1986, as amended (the “Code”) through 2032.

In January 2025, President Trump directed review of these incentives through an executive order, and Congress may take action to change or revoke the IRA incentives and tax credits, including those available under Section 30C and Section 30D of the Code.

Any other reduction in rebates, tax credits or other financial incentives for EVs or EV charging stations could materially reduce the demand for EVs and ChargePoint’s solutions and, as a result, may adversely impact ChargePoint’s business and expansion potential.

Results of Operations and Its Components

Financial results for the year ended January 31, 2025 in this report differ from those included in our earnings release issued on March 5, 2025 in that the earnings did not reflect $5.8 million impact on interest expense related to PIK Interest fair value that we identified subsequent to the issuance of our earnings release.

For more information related to the 2028 Convertible Notes, refer to Note 6, Debt , in the notes to the consolidated financial statements included in this Annual Report.

Networked Charging Systems

Networked Charging Systems revenue includes the deliveries of EV charging system infrastructure, which include a range of AC products for use in residential, commercial and fleet applications, and DC, or fast-charge products for use in commercial and fleet applications, as well as fees received for transferring regulatory incentives earned for participating in low carbon fuel programs.

ChargePoint generally recognizes revenue from sales of Networked Charging Systems upon shipment to the customer, at which point ChargePoint’s performance obligation is satisfied.

ChargePoint generally recognizes revenue from sales of Networked Charging Systems upon shipment to distributors, resellers or direct sales customers as these customers obtain title and control over these products.

Revenue is adjusted for estimated returns.

Revenue from regulatory incentives is recognized when the regulatory incentives are transferred.

Table of Content

Subscriptions

Subscriptions revenue consists of services related to Cloud, as well as extended maintenance service plans under Assure.

Subscriptions revenue also consists of CPaaS revenue which combines the customer’s use of ChargePoint’s owned and operated systems with Cloud and Assure programs into a single, typically multi-year subscription.

Subscriptions revenue consists of revenue from ChargePoint Platform software as a service, Assure extended maintenance plans, and CPaaS, which combines the customer’s use of ChargePoint’s owned and operated systems with CMS and Assure programs into a single, typically multi-year subscription.

In some instances, CPaaS subscriptions are considered for accounting purposes to contain a lease for the customer’s use of ChargePoint’s owned and operated systems unless the location allows the customer to receive incremental economic benefit from regulatory credits earned on that EV charging system.

7 unchanged sentences

In the long term it expects revenue to grow in both Networked Charging Systems and subscriptions due to increased demand in EVs and the related charging infrastructure market.

Table of Content

For the Year Ended January 31, Change

3 unchanged sentences

Percentage of total revenue 56.3 % 71.2 % 77.7 %

Networked Charging Systems revenue marginally decreased for fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023.

Networked Charging Systems revenue decreased for fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024, primarily due to lower volume of Networked Charging systems delivered across all of ChargePoint’s product families, with the most significant decline in the DC product families.

For the Year Ended January 31, Change

3 unchanged sentences

Percentage of total revenue 34.6 % 23.8 % 18.2 %

Subscriptions revenue increased for the fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 primarily due to the growth in the number of Cloud subscriptions and Assure subscriptions for Networked Charging Systems connected to ChargePoint’s network.

Subscriptions revenue increased for the fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024 primarily due to the growth in the number of ChargePoint Platform subscriptions and Assure subscriptions for Networked Charging Systems connected to ChargePoint’s network.

For the Year Ended January 31, Change

3 unchanged sentences

Percentage of total revenue 9.1 % 5.0 % 4.1 %

Other revenue increased for the fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 primarily due to net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint’s customers.

Other revenue increased for the fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024 primarily due to the increase in charging session volume at networked charging systems.

Table of Content

Cost of Revenue

8 unchanged sentences

Cost of other revenue includes depreciation and other costs for ChargePoint’s owned and operated charging sites, charging related processing charges, salaries and related personnel expenses, including stock-based compensation, as well as costs of professional services.

Table of Content

For the Year Ended January 31, Change

3 unchanged sentences

Percentage of total revenue 53.6 % 76.2 % 68.1 %

Cost of Networked Charging Systems revenue increased during the fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 primarily due to a year-over-year increase in the number of Networked Charging Systems delivered and inventory impairment charges totaling $70.0 million, related to product transitions and aligning inventory with customer demand.

Cost of Networked Charging Systems revenue decreased during the fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024 primarily due to a year-over-year decline in the number of Networked Charging Systems delivered and the absence of the $70.0 million inventory impairment charges recorded in fiscal year ended January 31, 2024.

For the Year Ended January 31, Change

3 unchanged sentences

Percentage of total revenue 17.1 % 14.5 % 11.0 %

Cost of subscriptions revenue increased during fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 primarily due to increases in Assure maintenance costs, customer support personnel expenses which were driven by ChargePoint expanding its Networked Charging Systems, network wireless connectivity costs, and other operating costs.

Cost of subscriptions revenue marginally decreased for fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024.

For the Year Ended January 31, Change

3 unchanged sentences

Percentage of total revenue 5.2 % 3.3 % 2.6 %

Cost of other revenue increased for the fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 primarily related to increased driver-generated cost.

Cost of other revenue increased for the fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024 primarily due to higher driver-related processing costs on Networked Charging Stations.

Table of Content

Gross Profit and Gross Margin

6 unchanged sentences

In the long term, improvements in ChargePoint’s gross profit and gross margin will depend on its ability to continue to optimize its operations and supply chain as it increases its revenue.

However, at least in the short term, as the product mix continues to vary and as ChargePoint continues to align inventory supply with demand and optimize for customer acquisition as part of its “land and expand” model, launches new Networked Charging Systems products, grows its presence in Europe where it has not yet achieved economies of scale, and expands its solutions for its fleet customers, gross margin will vary from period to period.

However, at least in the short term, as the product mix continues to vary and as ChargePoint continues to align inventory supply with demand and optimize for customer acquisition, launches new Networked Charging Systems products, grows its presence in Europe where it has not yet achieved economies of scale, and expands its solutions for its fleet customers, gross margin will vary from period to period.

For the Year Ended January 31, Change

3 unchanged sentences

Gross Margin 24.1 % 5.9 % 18.4 %

Gross profit decreased for the fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 primarily due to an increase in cost of revenue resulting from inventory impairment charges totaling $70.0 million, related to product transitions and aligning inventory with customer demand, partially offset by growing gross profits from subscriptions driven by ChargePoint expanding its networked Charging Systems.

Table of Content

Gross margin decreased for the fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 primarily

due to an increase of cost of revenue resulting from the increase of inventory impairment charges, as described above, and customer support personnel expenses, as well as other operating expenses.

Gross profit increased for the fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024 primarily due to the growing gross profits from subscriptions driven by ChargePoint expanding its Networked Charging Systems, and the absence of the $70.0 million inventory impairment charges recorded in fiscal year ended January 31, 2024, partially offset by the lower volume of Networked Charging Systems delivered.

Gross margin increased for the fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024 primarily due to the absence of the $70.0 million inventory impairment charges recorded in fiscal year ended January 31, 2024.

Research and Development Expenses

1 unchanged sentence

Research and development costs also include prototype and testing cost, professional services and consulting, and are expensed as incurred.

For the fiscal year ending January 31, 2025, ChargePoint expects its research and development expenses to decrease as a percentage of revenue as it continues to optimize its research and development activities for its technology and product roadmap.

ChargePoint expects its research and development expenses to decrease as a percentage of revenue as it continues to optimize its research and development activities for its technology and product roadmap.

For the Year Ended January 31, Change

3 unchanged sentences

Percentage of total revenue 33.9 % 43.6 % 41.6 %

Research and development expenses increased during the fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 and was primarily attributable to a $17.3 million increase in compensation related expenses due to headcount growth and employee-related exit costs related to the reorganizations implemented by the Company (see Note 14, Restructuring , in the notes to the consolidated financial statements included in this Annual Report for more details), a $14.4 million increase in stock-based compensation expense due to the impact of grants to new hires and to promote long-term retention of employees, and an increase of $2.4 million in depreciation and other operating expense.

This is offset by a $6.9 million decrease in engineering materials and services costs and a decrease of $1.3 million in consulting fees.

Research and development expenses decreased during the fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024 primarily due to the Company’s reorganization plans resulting in decreases of $42.5 million in payroll related expenses (see Note 14, Restructuring , in the notes to the consolidated financial statements included in this Annual Report for more details), a decrease of $16.9 million in engineering materials and services costs, decrease of $13.9 million in stock-based compensation expenses, and decrease of $5.8 million in other operating expenses.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, sales commissions, professional services fees, travel, marketing and promotional expenses, bad debt expenses, and allocated facilities and information technology expenses.

For the fiscal year ending January 31, 2025, ChargePoint expects its sales and marketing expenses to decrease as a percentage of revenue as it continues to optimize its sales and marketing activities while expanding sales.

Table of Content

ChargePoint expects its sales and marketing expenses to decrease as a percentage of revenue as it continues to optimize its sales and marketing activities while expanding sales.

For the Year Ended January 31, Change

3 unchanged sentences

Percentage of total revenue 31.4 % 29.6 % 30.4 %

Sales and marketing expenses increased during the fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 primarily attributable to a $2.4 million increase in compensation related expenses due to headcount growth and employee-related exit costs related to the reorganizations implemented by the Company (see Note 14, Restructuring , in the notes to the consolidated financial statements included in this Annual Report for more details), and a $5.5 million increase in stock-based compensation expense due to the impact of grants to new hires and to promote long-term retention of employees.

Sales and marketing expenses decreased during the fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024 primarily due to the Company’s reorganization plans resulting in decrease of $9.1 million in payroll related expenses (see Note 14, Restructuring , in the notes to the consolidated financial statements included in this Annual Report for more details), decreases of $7.1 million in stock-based compensation expenses, $4.0 million in consulting expenses, and $3.8 million in marketing and travel expenses, partially offset by an increase of $4.7 million in allowance for credit loss.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, related to finance, legal and human resource functions, contractor and professional services fees, audit and compliance expenses, insurance costs, and general corporate expenses, including allocated facilities and information technology expenses.

For the fiscal year ending January 31, 2025, ChargePoint expects its general and administrative expenses to decrease as a percentage of revenue as it continues to optimize its operations.

Table of Content

ChargePoint expects its general and administrative expenses to decrease as a percentage of revenue as it continues to optimize its operations.

For the Year Ended January 31, Change

3 unchanged sentences

Percentage of total revenue 19.5 % 21.5 % 19.3 %

General and administrative expenses increased during the fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 primarily due to an increase of $10.9 million in restructuring expense for facility and other contract terminations related to the reorganizations implemented by the Company (see Note 14, Restructuring , in the notes to the consolidated financial statements included in this Annual Report for more details), a $2.9 million increase in compensation related expenses due to headcount growth and employee-related exit costs related to the aforementioned reorganization, a $3.7 million increase in stock-based compensation expense due to new hires and to promote long-term retention of employees, and a $1.2 million increase in other operating expenses.

General and administrative expenses decreased during the fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024, primarily due to the Company’s reorganization plans resulting in decreases of $19.7 million in stock-based compensation expenses, and $8.7 million in payroll related expenses, (see Note 14, Restructuring , in the notes to the consolidated financial statements included in this Annual Report for more details), as well as a decrease of $7.0 million in consulting expenses, partially offset by an increase of $7.9 million in other non-recurring operating expenses.

Interest Income

3 unchanged sentences

(dollar amounts in thousands, except percentages) Change

Interest income $ 9,603 $ 5,534 $ 98 $ 4,069 73.5 % $ 5,436 n.m.

Interest income $ 8,347 $ 9,603 $ 5,534 $ (1,256) (13.1) % $ 4,069 73.5%

Percentage of total revenue 2.0 % 1.9 % 1.2 %

Interest income increased during fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 due to higher interest rates and higher balances of interest-earning investments.

Interest income decreased $1.3 million during fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024, primarily due to lower balances of interest-bearing investments.

Interest Expense

Interest expense consists primarily of the interest on ChargePoint’s 2028 Convertible Notes that were issued in April 2022, and amended in October 2023, which are described more completely below in Liquidity and Capital Resources .

Interest expense consists primarily of the interest on ChargePoint’s 2028 Convertible Notes that were originally issued in April 2022, and amended in October 2023, which are described more completely below in Liquidity and Capital Resources .

Table of Content

For the Year Ended January 31, Change

3 unchanged sentences

Percentage of total revenue (5.9) % (3.2) % (2.0) %

Interest expense increased during the fiscal year ended January 31, 2024 compared to fiscal year ended January 31, 2023 primarily due to interest expense on the 2028 Convertible Notes that were originally issued in April 2022, and amended in October 2023.

Interest expense increased during the fiscal year ended January 31, 2025 compared to fiscal year ended January 31, 2024 primarily due to increased interest rate on the 2028 Convertible Notes after the amendment in October 2023.

For more information, see Note 6, Debt , in the notes to consolidated financial statements included in this Annual Report.

4 unchanged sentences

(dollar amounts in thousands, except percentages) Change

Other income (expense), net $ (1,009) $ (1,569) $ (2,775) $ 560 (35.7) % $ 1,206 (43.5) %

Other income (expense), net $ (3,389) $ (1,009) $ (1,569) $ (2,380) n.m.* $ 560 (35.7) %

Percentage of total revenue (0.8) % (0.2) % (0.3) %

Other income (expense), net changed from $(1.6) million during the fiscal year ended January 31, 2023 to $(1.0) million during the fiscal year ended January 31, 2024 due to favorable changes in foreign exchange rates.

Table of Content

Provision for Income Taxes

ChargePoint’s provision for income taxes consists of federal, state and foreign income taxes based on enacted federal, state and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law.

* not meaningful

Other expense, net increased during the fiscal year ended January 31, 2025 as compared to the fiscal year ended January 31, 2024 due to unfavorable changes in foreign exchange rates.

Provision for (Benefit from) Income Taxes

ChargePoint’s provision for (benefit from) income taxes consists of federal, state and foreign income taxes based on enacted federal, state and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law.

Due to the level of historical losses, ChargePoint maintains a valuation allowance against U.S.

3 unchanged sentences

(dollar amounts in thousands, except percentages) Change

Provision (benefit) for income taxes $ (21) $ (2,167) $ (2,930) $ 2,146 (99.0) % $ 763 (26.0) %

Provision for (benefit from) income taxes

$ 4,372 $ (21) $ (2,167) $ 4,393 n.m.* $ 2,146 (99.0) %

Percentage of loss before provision (benefit) for income taxes (1.6) % — % 0.6 %

The benefit for income taxes decreased during the fiscal year ended January 31, 2024 as compared to fiscal year ended January 31, 2023 primarily due to changes to deferred tax liability following a tax rate reduction in certain foreign jurisdictions recorded in the prior year.

* not meaningful

The provision for (benefit from) income taxes increased during the fiscal year ended January 31, 2025 as compared to fiscal year ended January 31, 2024 primarily due to reserves for uncertain tax positions.

Liquidity and Capital Resources

3 unchanged sentences

To date, ChargePoint has funded its business and past acquisitions primarily with proceeds from the issuance of common stock, redeemable convertible preferred stock, proceeds from the Merger, proceeds from warrant and option exercises for cash, convertible debt and from customer payments.

As of January 31, 2024 and 2023, ChargePoint had cash and cash equivalents and restricted cash and short-term investments of $357.8 million and $399.5 million, respectively.

As of January 31, 2025 and 2024, ChargePoint had cash and cash equivalents and restricted cash of $225.0 million and $357.8 million, respectively.

ChargePoint believes that its cash on hand and cash generated from sales to customers will satisfy its working capital and capital requirements for at least the next twelve months.

Table of Content

2028 Convertible Notes

5 unchanged sentences

The 2028 Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of ChargePoint Common Stock or a combination thereof, at ChargePoint’s election.

The initial conversion rate was 83.3333 shares per $1,000 principal amount of the 2028 Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represents an initial conversion price of approximately $12.00 per share.

For additional details on the 2027 Notes Amendment and the 2028 Convertible Notes refer to Note 6, Debt, to ChargePoint’s notes to the consolidated financial statements in this Annual Report.

The initial conversion rate of the 2028 Convertible Notes is 83.3333 shares per $1,000 principal amount of the 2028 Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represents an initial conversion price of approximately $12.00 per share.

For additional details on the Notes Amendment and the 2028 Convertible Notes refer to Note 6, Debt, in ChargePoint’s notes to consolidated financial statements in this Annual Report.

2027 Revolving Credit Facility

4 unchanged sentences

In October 2023, the Company entered into an amendment to the Credit Agreement to, among other things, permit the Company to complete the Notes Amendment.

Table of Content

As of January 31, 2025, the Borrower had no borrowings outstanding or letters of credit under the 2027 Revolving Credit Facility and, as a result, had a borrowing capacity of up to $150.0 million.

For additional details on the 2027 Revolving Credit Facility refer to Note 6, Debt , in ChargePoint’s notes to the consolidated financial statements in this Annual Report.

For additional details on the 2027 Revolving Credit Facility refer to Note 6, Debt , in ChargePoint’s notes to consolidated financial statements in this Annual Report.

Shelf Registration and ATM Facility

2 unchanged sentences

As part of the Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million shares of Common Stock pursuant to a sales agreement (the “ATM Facility”).

During the fiscal year ended January 31, 2024, the Company sold a total of 59,299,481 shares of its Common Stock pursuant to the ATM Facility for total proceeds of $287.2 million, net of $1.2 million of issuance costs, which includes 41,371,158 shares sold to an institutional investor.

During the fiscal year ended January 31, 2025, the Company sold a total of 8,318,293 shares of its Common Stock pursuant to the ATM Facility for total proceeds of $10.2 million, net of $0.1 million of issuance costs.

As of January 31, 2025, $151.2 million of shares of Common Stock remained available for sale pursuant to the ATM Facility.

7 unchanged sentences

If ChargePoint raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of holders of Common Stock.

The terms of debt securities or borrowings could impose significant restrictions on ChargePoint’s operations and expose ChargePoint to enhanced risks associated with rising interest rates and elevated inflation experienced globally during fiscal years 2023 and 2024.

The capital markets have in the past, and may in the future, experience periods of higher volatility that could impact the availability and cost of equity and debt financing.

Table of Content

ChargePoint’s principal use of cash in recent periods has been funding its operations, past acquisitions, and investing in capital expenditures.

ChargePoint’s future capital requirements will depend on many factors, including its revenue growth rate, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, expenses associated with its international expansion, the introduction of network enhancements and the continuing market adoption of its Networked Charging Systems.

ChargePoint’s future capital requirements will depend on many factors, including its revenue growth rate, the timing and the amount of cash received from customers, its efforts to reduce operating expenses, the timing and extent of spending to support development efforts, expenses associated with its reorganizations, the introduction of network enhancements and the continuing market adoption of its Networked Charging Systems.

In the future, ChargePoint may enter into arrangements to acquire or invest in complementary businesses, products and technologies.

ChargePoint may be required to seek additional equity or debt financing beyond the amounts available to it pursuant to the ATM Facility and the 2027 Revolving Credit Facility.

If ChargePoint requires additional financing, it may not be able to raise such financing on acceptable terms or at all, particularly if certain unfavorable economic and market conditions persist or worsen and intensify risks of a potential recession or other economic downturn.

If ChargePoint is unable to raise additional capital or generate cash flows necessary to expand its operations and invest in continued innovation, it may not be able to compete successfully, which would harm its business, results of operations and financial condition.

If adequate funds are not available, ChargePoint may need to reconsider its expansion plans or limit its research and development activities, which could have a material adverse impact on its business prospects and results of operations.

Table of Content

If ChargePoint requires additional financing, it may not be able to raise such financing on acceptable terms or at all, particularly if certain unfavorable economic and market conditions persist or worsen and a potential recession or other economic downturn would intensify these risks.

If ChargePoint is unable to raise additional capital or generate cash flows necessary to optimize its operations and invest in continued innovation, it may not be able to compete successfully, which would harm its business, results of operations and financial condition.

If adequate funds are not available, ChargePoint may need to reconsider its plans or limit its research, development and sales activities, which could have a material adverse impact on its business prospects and results of operations.

For the Fiscal Years Ended January 31, 2025, 2024 and 2023

10 unchanged sentences

Net Cash Used in Operating Activities

During the year ended January 31, 2024, net cash used in operating activities was $328.9 million, consisting primarily of a net loss of $457.6 million, partially offset by a decrease in net operating assets of $102.8 million and non-cash charges of $231.5 million.

During the year ended January 31, 2025, net cash used in operating activities was $146.9 million, consisting primarily of a net loss of $277.1 million, and a decrease in net operating assets of $17.5 million, partially offset by non-cash charges of $147.6 million.

The non-cash charges consisted primarily of $75.7 million of stock-based compensation expense, $32.4 million of depreciation and amortization expenses, and amortization of deferred contract acquisition costs, $26.9 million of reserves and other costs, $9.1 million non-cash interest expenses, and $3.5 million of non-cash operating lease costs.

The change in operating assets and liabilities was mainly driven by a decrease in accounts payable, operating lease liabilities and accrued and other liabilities of $29.3 million and an increase in inventory of $17.0 million, partially offset by a decrease in accounts receivable, net, of $17.4 million, an increase in deferred revenue of $9.2 million and a decrease in prepaid expenses and other assets of $2.3 million.

During the year ended January 31, 2024, net cash used in operating activities was $328.9 million, consisting primarily of a net loss of $457.6 million, and a decrease in net operating assets of $102.8 million, partially offset by non-cash charges of $231.5 million.

The non-cash charges consisted primarily of $117.3 million of stock-based compensation expense, $70.0 million of inventory impairment and non-cash charges, $31.3 million of depreciation, and amortization expense and amortization of deferred contract acquisition costs, $8.4 million of reserves and other costs, and $4.3 million of non-cash operating lease costs.

The change in operating assets and liabilities was mainly driven by an increase in inventory of $173.7 million and decrease in accounts payable, operating lease liabilities and accrued and other liabilities of $5.5 million, partially offset by a decrease in accounts receivable, net, of $36.5 million, an increase in deferred revenue of $32.8 million and a decrease in prepaid expenses and other assets of $7.0 million.

During the year ended January 31, 2023, net cash used in operating activities was $267.0 million, consisting primarily of a net loss of $345.1 million and change in operating assets and liabilities of $64.3 million, offset by an add back of non-cash charges of $142.4 million.

The non-cash charges consisted primarily of $93.4 million of stock-based compensation expense, $25.1 million of depreciation, and amortization expense,$4.7 million of non-cash operating lease costs and $16.8 million of other costs.

The change in operating assets and liabilities was mainly driven by increases in accounts receivable of $94.6 million, inventory of $39.4 million, and prepaid expenses and other assets of $38.0 million, offset by increases in deferred revenue of $51.8 million, accounts payable, operating lease liability, and accrued and other liabilities of $55.8 million.

Net Cash Provided By (Used In) Investing Activities

During the year ended January 31, 2025, net cash used in investing activities was $12.1 million due to purchases of property and equipment.

During the year ended January 31, 2024, net cash provided by investing activities was $85.6 million consisting of cash received from maturities of short-term investments of $105.0 million, offset by purchases of property and equipment of $19.4 million.

During the year ended January 31, 2023, net cash used in investing activities was $126.2 million consisting of cash paid for purchases of short-term investments of $284.8 million, purchases of property and equipment of $18.6 million, and additional cash paid for acquisitions (net of cash acquired) related to the acquisition of HTB in the prior year of $2.8 million, partially offset by cash received from maturities of short-term investments of $180.0 million.

Table of Content

Net Cash Provided by Financing Activities

During the year ended January 31, 2025, net cash provided by financing activities was $28.5 million, consisting of proceeds from the sale of common stock under the ATM Facility, net of commission and fees, of $10.2 million, change in driver funds and amounts due to customers of $7.8 million, and proceeds from the issuance of common stock under employee equity plans, net of tax withholdings, of $10.5 million.

During the year ended January 31, 2024, net cash provided by financing activities was $306.5 million, consisting of proceeds from the sale of common stock under the ATM Facility, net of commission and fees, of $287.2 million, change in driver funds and amounts due to customers of $13.7 million, proceeds from the issuance of common stock under employee equity plans, net of tax withholdings, of $12.1 million, partially offset by $2.9 million in issuance costs related to the 2027 Revolving Credit Facility and $3.5 million of the total $7.1 million contingent earnout consideration payments related to the acquisition of ViriCiti, of which the remaining $3.6 million is classified as cash outflow under operating activities.

During the year ended January 31, 2023, net cash provided by financing activities was $372.9 million, consisting of net proceeds from the issuance of convertible debt of $294.0 million, proceeds from the sale of common stock under the ATM Facility, net of commissions and fees, of $49.5 million, proceeds from the issuance of common stock under employee equity plans, net of tax withholdings, of $11.4 million, proceeds from the exercise of stock options and warrants of $6.9 million, and change in driver funds and amounts due to customers of $11.1 million.

Table of Content

Off-Balance Sheet Arrangements

ChargePoint is not a party to any off-balance sheet arrangements.

Contractual Obligations and Commitments

8 unchanged sentences

Critical Accounting Policies and Estimates

Management’s discussion and analysis of ChargePoint’s financial condition and results of operations is based on its consolidated financial statements, which have been prepared in accordance with U.S.

The preparation of these consolidated financial statements requires ChargePoint to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures.

ChargePoint’s estimates are based on its historical experience and on various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

While ChargePoint’s significant accounting policies are described in more detail in Note 2, Summary of Significant Accounting Policies , to its consolidated financial statements included elsewhere in this Annual Report, it believes the following accounting policies and estimates to be most critical to the preparation of its consolidated financial statements.

The Company’s discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States.

The preparation of these consolidated financial statements requires ChargePoint to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, cost of revenue and expenses.

The Company evaluates its estimates and assumptions on an ongoing basis, and bases its estimates on historical experience and on various other assumptions that ChargePoint believes to be reasonable under the circumstances, the results of which form the basis for the judgments ChargePoint makes about the carrying value of assets and liabilities that are not readily apparent from other sources.

Because these estimates can vary depending on the situation, actual results may differ from these estimates.

Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond ChargePoint’s control.

Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material impact on ChargePoint’s results of operations, financial position and statement of cash flows.

While ChargePoint’s significant accounting policies are described in more detail in Note 2, Summary of Significant Accounting Policies, to its consolidated financial statements included in Part II, Item 8 in this Annual Report, it believes the following accounting policies and estimates to be most critical to the preparation of its consolidated financial statements.

Revenue Recognition

5 unchanged sentences

and (e) recognition of revenue when, or as, it satisfies a performance obligation.

Table of Content

ChargePoint enters into contracts with customers that regularly include promises to transfer multiple products and services, such as Networked Charging Systems, software subscriptions, extended maintenance, and professional services.

10 unchanged sentences

The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis.

ChargePoint determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices and its overall pricing objectives,

Table of Content

while maximizing observable inputs.

In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, ChargePoint estimates the SSP using the residual approach.

Areas of Judgment and Estimates

Determining whether the Networked Charging Systems, Cloud, Assure and professional services are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment.

Determining whether the Networked Charging Systems, ChargePoint Platform, Assure and professional services are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment.

In reaching its conclusion, ChargePoint assesses the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, which may require judgment based on the facts and circumstances of the contract.

10 unchanged sentences

At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Business Combination

Business combinations are accounted for under the acquisition method.

Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their estimated fair value at the date of acquisition.

The excess of purchase price over the amount allocated to the assets acquired and liabilities assumed, if any, is recorded as goodwill.

In determining the fair value of assets acquired, including intangible assets, and liabilities assumed, ChargePoint utilizes a variety of methods.

Each asset acquired and liability assumed is measured at fair value from the perspective of a market participant.

The method used to estimate the fair values of intangible assets incorporates significant estimates and assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset, future cash inflows and outflows, probabilities of success, asset lives and the appropriate discount rates.

This judgment and determination affects the amount of consideration paid that is allocated to assets acquired and liabilities assumed in the business purchase transaction.

The Company engages third-party appraisal firms to assist in determining fair value of assets acquired and liabilities assumed when appropriate.

During the remeasurement period, which extends no later than one year from the acquisition date, ChargePoint may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with a corresponding offset to goodwill.

Stock-based Compensation

4 unchanged sentences

For PRSUs with a market condition, the Company uses a Monte Carlo simulation pricing model to incorporate the market condition effects at the grant date to measure the fair value of the award and is expensed over the service period.

The Monte Carlo pricing model requires inputs which are subjective and generally requires judgment.

For ESPP, stock-based compensation on the grant date is estimated using the Black-Scholes option-pricing model, which requires the use of certain subjective assumptions, including the expected Common Stock price volatility over the term of the award, the expected term of the award, risk-free interest rates, and the expected dividend yield of ChargePoint Common Stock.

The Monte Carlo pricing model requires inputs which are subjective and generally requires

Table of Content

ChargePoint utilizes the asset and liability method in accounting for income taxes.

9 unchanged sentences

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies , of the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information regarding recently issued accounting pronouncements.

For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on ChargePoint’s consolidated financial statements, see Part II, Item 8, Note 2, Summary of Significant Accounting Policies , of the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information regarding recently issued accounting pronouncements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis