What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-28 compared with 2024-04-01 · 198 added, 251 removed, 1114 unchanged (29% of the section changed)

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Consolidated Statements of Comprehensive Loss

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit )

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flows

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We have audited the accompanying consolidated balance sheets of ChargePoint Holdings, Inc.

and its subsidiaries (the “Company”) as of January 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive loss, of redeemable convertible preferred stock and stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended January 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of January 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for each of the three years in the period ended January 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Networked Charging Systems and Subscriptions

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and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Consolidated Financial Statements – Impact of Segregation of Duties and IT General Controls

The completeness and accuracy of the consolidated financial statements, including the financial condition, results of operations and cash flows, is dependent on, in part, (i) designing and maintaining controls over segregation of duties and (ii) designing and maintaining controls over information technology general controls for information systems that are relevant for the Company’s financial statements, including controls over program change management, user access, and program development.

The principal considerations for our determination that performing procedures relating to the consolidated financial statements – impact of segregation of duties and IT general controls is a critical audit matter are a high degree of auditor subjectivity and effort in performing procedures and evaluating audit evidence related to business processes that affect substantially all financial statement account balances and disclosures.

As disclosed by management, material weaknesses existed during the year related to management not designing and maintaining (i) controls over segregation of duties and (ii) controls over information technology general controls for information systems that are relevant for the Company’s financial statements, including controls over program change management, user access, and program development.

As described in Note 2 to the consolidated financial statements, the Company’s contracts with customers include promises to transfer multiple products and services, such as networked charging systems, software subscriptions, and extended maintenance.

The Company’s revenue from networked charging systems and subscriptions was $234.8 million and $144.3 million for the year ended January 31, 2025, respectively.

Management 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.

Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer.

When agreements involve multiple distinct performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis.

Management determines standalone selling price based on observable standalone selling price when it is available, as well as the price charged to customers, its discounting practices and its overall pricing objectives.

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

The principal consideration for our determination that performing procedures relating to networked charging systems and subscriptions revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition for networked charging systems revenue and subscriptions revenue.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others, (i) evaluating and determining the nature and extent of audit procedures performed and evidence obtained that are responsive to the material weaknesses that existed during the year;

(ii) manually testing the completeness and accuracy of system reports or other information generated by the Company’s information systems;

and (iii) evaluating whether segregation of duties was maintained.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over (i) the recognition of networked charging systems and subscriptions revenue once the performance obligation has been satisfied and (ii) the estimation of standalone selling prices.

These procedures also included, among others, (i) testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, subsequent cash receipts, and proof of shipment;

(ii) confirming a sample of outstanding customer invoice balances as of January 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as purchase orders, invoices, subsequent cash receipts, and proof of shipment;

(iii) for a sample of networked charging systems revenue transactions before January 31, 2025, testing when control of the networked charging systems was transferred to the customer by obtaining and inspecting source documents, such as purchase order and proof of shipment;

(iv) testing the relative allocation of the transaction price to individual performance obligation based on the standalone selling price for a sample of contracts;

and (v) evaluating management’s estimates of the standalone selling price.

Evaluating management’s estimates of standalone selling price included (i) testing management’s process for estimating the standalone selling price;

(ii) evaluating the appropriateness of the observable standalone selling price and residual approach used by management;

and (iii) testing the completeness and accuracy of underlying data used in the observable standalone selling price and residual approach.

/s/ PricewaterhouseCoopers LLP

San Jose, California

April 1, 2024

March 28, 2025

We have served as the Company’s auditor since 2016.

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Restricted cash 400 30,400

Short-term investments — 104,966

Accounts receivable, net of allowance of $ 20,100 as of January 31, 2025 and $ 14,000 as of January 31, 2024

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( 24,653 ) ( 16,273 ) ( 9,434 )

Change in fair value of redeemable convertible preferred stock warrant liability — — 9,237

Change in fair value of assumed common stock warrant liabilities — — ( 24 )

Change in fair value of contingent earnout liability — — 84,420

Transaction costs expensed — — ( 7,031 )

Other expense, net

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Net loss before income taxes $ ( 272,694 ) $ ( 457,630 ) $ ( 347,275 )

Benefit from income taxes

Provision for (Benefit from) income taxes

4,372 ( 21 ) ( 2,167 )

Net loss $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 )

Cumulative undeclared dividends on redeemable convertible preferred stock — — ( 4,292 )

Deemed dividends attributable to vested option holders — — ( 51,855 )

Deemed dividends attributable to common stock warrant holders — — ( 110,635 )

Net loss attributable to common stockholders - Basic $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 )

Gain attributable to earnout shares issued — — ( 84,420 )

Change in fair value of dilutive warrants — — ( 68,223 )

Net loss attributable to common stockholders - Diluted $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 )

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ChargePoint Holdings, Inc.

Consolidated Statements of Redeemable Convertible Preferred Stock and

Stockholders' Equity (Deficit)

Consolidated Statements of Stockholders' Equity

Years Ended January 31, 2025, 2024, and 2023

(in thousands, except share data)

Preferred Stock Common Stock Additional

Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Accumulated

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Stockholders'

Equity (Deficit)

Shares Amount Shares Amount

Shares Amount

Balances as of January 31, 2022

334,760,615 $ 33 $ 1,366,855 $ ( 8,219 ) $ ( 811,655 ) $ 547,014

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, including impact of Series H-1 paid in kind dividend ( 182,934,257 ) ( 615,697 ) 194,060,336 20 615,677 — — 615,697

Issuance of common stock under stock plans, net of tax withholdings — — 8,620,607 — 4,516 — — 4,516

Reclassification of Legacy ChargePoint preferred stock warrant liability upon the reverse recapitalization — — — — 66,606 — — 66,606

Issuance of common stock upon the reverse recapitalization, net of issuance costs — — 60,746,989 6 200,460 — — 200,466

Issuance of common stock upon exercise of warrants — — 16,364,810 1 352,612 — — 352,613

Issuance of common stock pursuant to business combinations — — 5,695,176 1 102,057 — — 102,058

Issuance of earnout shares upon triggering events, net of tax withholding — — 26,313,253 3 480,222 — — 480,225

Contingent earnout liability recognized upon the closing of the reverse recapitalization — — — — ( 828,180 ) — — ( 828,180 )

Reclassification of remaining contingent earnout liability upon triggering event — — — — 242,640 — — 242,640

Vesting of early exercised stock options — — — — 178 — — 178

Repurchase of early exercised common stock — — ( 1,588 ) — — — —

Stock-based compensation — — — — 67,331 — — 67,331

Net loss — — — — — — ( 132,241 ) ( 132,241 )

Other comprehensive loss — — — — — ( 8,374 ) — ( 8,374 )

Balances as of January 31, 2022

Issuance of common stock under stock plans, net of tax withholding

7,267,807 1 2,501 — — 2,502

Issuance of common stock under stock plans, net of tax withholdings — — 7,267,807 1 2,501 — — 2,502

Issuance of common stock upon exercise of warrants 1,041,533 — 6,932 — — 6,932

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— — — — ( 457,609 ) ( 457,609 )

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Preferred Stock Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Accumulated

Deficit Total

Stockholders'

Equity (Deficit)

Shares Amount Shares Amount

Other comprehensive income

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421,116,720 $ 42 $ 1,957,932 $ ( 15,926 ) $ ( 1,614,372 ) $ 327,676

Issuance of common stock under stock plans, net of tax withholding

23,634,004 $ 3 $ 6,191 $ — $ — $ 6,194

Issuance of common stock in connection with ATM offerings, net of issuance costs

8,318,293 $ 1 $ 10,213 $ — $ — $ 10,214

Issuance of common stock upon ESPP purchase

3,033,281 $ — $ 4,309 $ — $ — $ 4,309

Stock-based compensation

— $ — $ 75,651 $ — $ — $ 75,651

— $ — $ — $ — $ ( 277,066 ) $ ( 277,066 )

Other comprehensive loss

— $ — $ — $ ( 9,507 ) $ — $ ( 9,507 )

Balances as of January 31, 2025

456,102,298 $ 46 $ 2,054,296 $ ( 25,433 ) $ ( 1,891,438 ) $ 137,471

The accompanying notes are an integral part of these consolidated financial statements.

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Amortization of deferred contract acquisition costs 3,207 2,859 2,361

Transaction costs expensed — — 7,031

Change in fair value of common stock warrant liabilities — — 24

Change in fair value of redeemable convertible preferred stock warrant liability — — ( 9,237 )

Change in fair value of contingent earnout liabilities — — ( 84,420 )

Change in fair value of earnout liability recognized upon acquisition of ViriCiti — — 2,266

Inventory impairment

Paid-in-kind non-cash interest expense

Reserves and other

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Proceeds from the exercise of public warrants — — 6,884

Merger and PIPE financing — — 511,646

Payment of tax withholding obligations on settlement of earnout shares — — ( 20,895 )

Repayment of borrowings — — ( 36,051 )

Proceeds from issuance of debt, net of issuance costs — — 293,972

Payments of transaction costs related to Merger — — ( 32,468 )

Change in driver funds and amounts due to customers 7,817 13,691 11,107

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Net increase (decrease) in cash, cash equivalents, and restricted cash ( 132,839 ) 63,248 ( 21,073 )

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Year Ended January 31,

2024 2023 2022

Cash, cash equivalents, and restricted cash at beginning of period 357,810 294,562 315,635

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Vesting of early exercised stock options $ — $ 30 $ 69

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization $ — $ — $ 615,697

Reclassification of Legacy ChargePoint redeemable convertible preferred stock warrant liability upon the reverse capitalization $ — $ — $ 66,606

Contingent earnout liability recognized upon the closing of the reverse recapitalization $ — $ — $ 828,180

Reclassification of remaining contingent earnout liability upon triggering event $ — $ — $ 242,640

Issuance of common stock in connection with acquisitions $ — $ — $ 102,057

The accompanying notes are an integral part of these consolidated financial statements.

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ChargePoint Holdings, Inc.

(“ChargePoint” or the “Company”, “it”, or “its”) 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 system 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” or the “Company”, “it”, or “its”) designs, develops and markets networked electric vehicle (“EV”) charging system infrastructure (“Networked Charging Systems”), connected through cloud-based software services (the “ChargePoint Platform”) which (i) enable charging system 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’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 also provides multiple web-based portals for charging system owners, fleet managers, drivers and utilities.

In addition, the Company offers a range of extended warranties (“Assure”), as well as its ChargePoint as a Service (“CPaaS”) program which bundles use of ChargePoint owned and operated systems with Cloud Services, Assure and other benefits into one subscription.

In addition, the Company offers a range of extended warranties (“Assure”), as well as its ChargePoint as a Service (“CPaaS”) program which bundles use of ChargePoint owned and operated Networked Charging Systems with subscriptions to the ChargePoint Platform, Assure and other benefits into one subscription.

The Company’s fiscal year ends on January 31.

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The Company’s assessment of the period of time its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties.

The Company’s actual results could vary as a result of, and its near- and long-term future capital requirements will depend on, many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its acquisitions, infrastructure, and research and development efforts, the expansion of sales and marketing activities, the timing of new introductions of products or features, the continuing market adoption of its Networked Charging Systems and Cloud Services platform, and the overall market acceptance of EVs.

The Company’s actual results could vary as a result of, and its near- and long-term future capital requirements will depend on, many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its acquisitions, infrastructure, and research and development efforts, the expansion of sales and marketing activities, the timing of new introductions of products or features, the continuing market adoption of its Networked Charging Systems and ChargePoint Platform, and the overall market acceptance of EVs.

The Company has and may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights.

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If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, the Company may need to reorganize its operations including through further reductions in its workforce and its business, operating results, and financial condition would be materially adversely affected.

Reverse Recapitalization

On February 26, 2021, Lightning Merger Sub Inc., a wholly-owned subsidiary of Switchback Energy Acquisition Corporation (“Switchback”), merged with ChargePoint, Inc.

(“Legacy ChargePoint”), with Legacy ChargePoint surviving as a wholly-owned subsidiary of Switchback (the “Merger”).

As a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.” Immediately prior to the closing of the Merger (the “Closing”), Legacy ChargePoint’s outstanding series of redeemable convertible preferred stock were converted to Legacy ChargePoint common stock, which then converted to the Company’s common stock (“Common Stock”).

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In connection with the Merger, the Company raised $ 511.6 million of proceeds including the contribution of $ 286.6 million of cash held in Switchback’s trust account from its initial public offering, net of redemptions of Switchback public stockholders of $ 0.3 million, and $ 225.0 million of cash in connection with the PIPE financing.

The Company incurred $ 36.5 million of transaction costs, consisting of banking, legal, and other professional fees, of which $ 29.5 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $ 7.0 million was expensed in the consolidated statements of operations.

The Merger is accounted for as a reverse capitalization in accordance with U.S.

On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti Group B.V.

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ViriCiti is a Netherlands-based provider of electrification solutions for eBus and commercial fleets with offices in the Netherlands and the United States.

On October 6, 2021, the Company acquired all of the outstanding shares of has•to•be gmbh (“HTB”) for approximately $ 235.0 million, consisting of $ 132.9 million in cash and $ 102.1 million in the form of 5,695,176 shares of ChargePoint Common Stock valued at $ 17.92 per share on the acquisition date.

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valued at $ 17.92 per share on the acquisition date.

Of the cash component, $ 2.8 million was paid on February 3, 2022 as part of a working capital adjustment, and of the shares, 885,692 shares, valued at $ 15.9 million, were held in escrow to cover indemnity claims the Company could have made within eighteen months from the closing date and which were released to former HTB stockholders in April 2023.

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Concentration of credit risk with respect to trade accounts receivable is considered to be limited due to the diversity of the Company’s customer base and geographic sales areas.

As of January 31, 2024 and 2023, one customer individually accounted for 10 % or more of accounts receivable, net.

For the year ended January 31, 2024, there were no customers that represented 10% or more of total revenue.

For the year ended January 31, 2023, there was one customer that represented 10 % or more of total revenue.

For the year ended January 31, 2022 there were no customers that represented 10% or more of total revenue.

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As of January 31, 2025, no customer individually accounted for 10% or more of accounts receivable, net.

As of January 31, 2024, one customer individually accounted for 10 % or more of accounts receivable, net.

For the year ended January 31, 2025 and 2024, there were no customers that represented 10% or more of total revenue.

The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing.

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Cash and cash equivalents are carried at cost, which approximates their fair value.

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Restricted cash relates to cash deposits restricted under letters of credit issued in support of customer and contract manufacturer agreements.

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Short-Term Investments

The Company's portfolio of marketable debt securities have historically been comprised solely of U.S.

government securities with maturities of more than three months, but less than one year.

The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date.

The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements.

These debt securities were classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income (loss) and as a component of the consolidated statements of comprehensive loss.

Gains and losses are recognized when realized.

Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations.

For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell the security or it is more likely than not that the Company will be required to sell the security before the recovery of its entire amortized cost basis.

If either of these criteria is met, the security’s amortized cost basis is written down to fair value through other income (expense), net in the consolidated statements of operations.

If neither of these criteria is met, the Company evaluates whether the decline in fair value below amortized cost is due to credit or non-credit related factors.

In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors.

Credit related unrealized losses are recognized as an allowance for expected credit losses of available-for-sale debt securities on the consolidated balance sheets with a corresponding charge in other income (expense), net in the consolidated statements of operations.

Non-credit related unrealized losses are included in accumulated other comprehensive income (loss).

All of the short-term investments in U.S.

Treasury securities have matured and no short-term investments remain outstanding as of January 31, 2024.

As of January 31, 2023, short-term investments consisted of the following:

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January 31, 2023

Amortized Cost (1)

Gross Unrealized Gains Gross Unrealized Losses Fair Value

(in thousands)

Treasury Securities $ 105,415 $ — $ ( 449 ) $ 104,966

_______________

(1) Amortized cost and fair value amounts included interest receivable of $ 0.5 million.

treasury securities were marketable debt securities stated on the consolidated balance sheets at fair value based upon inputs other than quoted prices in active markets (Level 2 inputs).

There were no short-term investments outstanding as of January 31, 2025 and January 31, 2024.

As of January 31, 2023, the company held U.S.

treasury securities, which were marketable debt securities stated on the consolidated balance sheets at fair value based upon inputs other than quoted prices in active markets (Level 2 inputs).

The Company recorded $ 0.4 million of unrealized losses as a component of other comprehensive loss for the year ended January 31, 2023, which was reclassified out of other comprehensive loss at the maturity of the marketable debt securities during the year ended January 31, 2024.

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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.

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Property and Equipment, net

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Tooling 3 to 5 years

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Leasehold improvements Shorter of the estimated lease term or useful life

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Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations.

CPaaS combines the customer’s use of the Company’s owned and operated systems with Cloud and Assure into a single subscription.

CPaaS combines the customer’s use of the Company’s owned and operated Networked Charging Systems with the ChargePoint Platform and Assure into a single subscription.

When CPaaS contracts contain a lease, the underlying asset is carried at its carrying value within property and equipment, net on the consolidated balance sheets.

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Operating lease cost for lease payments is recognized on a straight-line basis over the lease term.

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The Company’s lease contracts often include lease and non-lease components.

The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component.

The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carry forward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard.

The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less.

Lease cost for short-term leases is recognized on a straight-line basis over the lease term.

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Similar to other long-lived assets discussed below, the Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate.

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The carrying value of goodwill was $ 207.5 million as of January 31, 2025 and $ 213.8 million as of January 31, 2024, and no goodwill impairment has been recognized to date.

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Intangible Assets

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Acquired intangible assets are initially recorded at the acquisition-date fair value and amortized on a straight line basis over their estimated useful lives ranging from six to ten years .

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Fair Value of Financial Instruments

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The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used.

As of January 31, 2024, there were no assets or liabilities that were measured at fair value on a recurring basis.

As of January 31, 2023, the Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:

Fair Value Measured as of January 31, 2023

Level 1 Level 2 Level 3 Total

( in thousands)

Money market funds $ 133,979 $ — $ — $ 133,979

Treasury securities

— 104,966 — 104,966

Total financial assets $ 133,979 $ 104,966 $ — $ 238,945

The money market funds were classified as cash and cash equivalents on the consolidated balance sheets and were within Level 1 of the fair value hierarchy.

The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of January 31, 2024 and 2023.

Realized gains and losses, net of tax, were not material for any of the periods presented.

Short-term investments, consisting of U.S.

treasury securities, were classified as available-for-sale on purchase date and recorded at fair value on the consolidated balance sheets.

No short-term investments have been outstanding since April 30, 2023.

As of January 31, 2025 and 2024, there were no assets or liabilities that were measured at fair value on a recurring basis.

There have been no Level 3 financial instruments outstanding since January 31, 2023.

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In instances where the net present value of future cash flows and the fair value of an embedded conversion option, if any, changed less than 10%, the Company obtains the fair value of the embedded conversion option to determine if the change in fair value is an increase of more than 10% of the carrying value of the debt immediately prior to the amendment.

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Revenue Recognition

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• Allocation of the transaction price to the performance obligations in the contract;

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• Recognition of revenue when, or as, the Company satisfies a performance obligation.

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Networked Charging Systems revenue includes revenue related to the deliveries of EV charging system infrastructure and fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs.

The Company recognizes revenue from sales of Networked Charging Systems upon shipment to the customer, which is when the performance obligation has been satisfied.

The Company 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 credits is recognized at the point in time the regulatory credits are transferred.

Subscriptions revenue

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

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

Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer.

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

Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated Networked Charging Systems with the ChargePoint Platform and Assure programs into a single subscription.

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

The leasing arrangements the Company

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enters into with lessees are operating leases.

The leasing arrangements the Company enters into with lessees are operating leases.

The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis.

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Revenue from professional services is recognized as the services are rendered.

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Remaining Performance Obligations

Remaining performance obligations represent the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.

The Company’s Assure, Cloud, and CPaaS subscription terms typically range from one to five years and are paid upfront.

The Company’s Assure, ChargePoint Platform, and CPaaS subscription terms typically range from one to five years and are paid upfront.

Revenue expected to be recognized from remaining performance obligations was $ 257.7 million as of January 31, 2025, of which 44 % is expected to be recognized over the next twelve months and the remainder thereafter.

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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 environmental and professional services.

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Costs to Obtain a Customer Contract

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The Company elected the practical expedient that permits the Company to apply ASC Subtopic 340-40, “Other Assets and Deferred Costs--Contracts with Customers,” (“ASC 340”) to a portfolio containing multiple contracts, as they are similar in their characteristics, and the financial statement effects of applying ASC Subtopic 340-40 to that portfolio would not differ materially from applying it to the individual contracts within that portfolio.

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Changes in the deferred contract acquisition costs during the years ended January 31, 2025 and 2024 were as follows:

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As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

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The Company expenses the costs of advertising, including promotional expenses, as incurred.

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The costs related to the Assure program are expensed as incurred and charged to subscriptions cost of revenue.

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Foreign Currency

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Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities.

The Company considers all series of its redeemable convertible preferred stock to be participating securities.

The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock.

The Company considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock.

Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights.

The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company.

The holders of early exercised shares subject to repurchase do not have a contractual obligation to share in the losses of the Company.

As such, the Company’s net losses for the years ended January 31, 2025, 2024, and 2023 were not allocated to these participating securities.

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Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options.

Net loss amount is computed by adding deemed dividends and cumulative dividends on redeemable convertible preferred stock, to net loss.

As such, the amount of the loss is increased by those instruments.

When computing dilutive net loss, the numerator is also adjusted by changes in fair value attributable to dilutive warrants and gains attributable to Earnout Shares issued.

As a result, some of the

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liability classified Company’s common stock warrants and Earnout Shares issued were dilutive, even though the Company reported losses for all periods presented.

Reclassifications of Prior Period Presentation

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Recently Adopted Accounting Standards

In March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-02, “ Financial Instruments—Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures,” which addresses areas identified by the FASB as part of its post-implementation review of ASU 2016-13, “ Financial Instruments--Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) that introduced the current expected credit losses (“CECL”) model.

The new guidance eliminates the accounting guidance for troubled debt restructurings by creditors that have already adopted the CECL model and enhances the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty.

In addition, the new guidance requires a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination.

The guidance is effective for public business entities that have adopted ASU 2016-13 for fiscal years beginning after December 31, 2022, including interim periods within those fiscal years.

The Company adopted ASU 2022-02 on February 1, 2023 and elected to apply the amendments prospectively to all transactions within the scope of the amendment that are reflected in the financial statements at the date of adoption.

The adoption did not have a material effect on the consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU No.

2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which amends and enhances the disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” (“ASU 2023-07”) which amends and enhances the disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

All disclosure requirements under this standard will also be required for public entities with a single reportable segment.

The guidance is effective for public business entities for the fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024.

The Company is currently assessing the impact of adopting this standard on the consolidated financial statements and related disclosures.

The Company adopted ASU 2023-07 on January 31, 2025 and conformed with applicable disclosures retrospectively.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as further disaggregation on income taxes paid disclosure by federal, state, and foreign taxes.

Improvements to Income Tax Disclosures,” which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as

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further disaggregation on income taxes paid disclosure by federal, state, and foreign taxes.

The guidance is effective for public business entities for the fiscal years beginning after December 15, 2024.

The Company is currently assessing the impact of adopting this standard on the consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

2024-03, “ Disaggregation of Income Statement Expenses ,” (“ASU 2024-03”), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses.

The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

The requirements will be applied prospectively with the option for retrospective application.

Early adoption is permitted.

The Company is currently assessing the impact of adopting this standard on the consolidated financial statements and related disclosures.

In November 2024, the FASB issued Accounting Standard Update (ASU) 2024-04, “ Induced Conversions of Convertible Debt Instruments” , which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

This ASU is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods.

The Company is currently assessing the impact of adopting this standard on the consolidated financial statements and related disclosures.

Goodwill and Intangible Assets

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There was no impairment recognized for the years ended January 31, 2025, 2024, and 2023.

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Intangible Assets

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Amortization expense for customer relationships and developed technology is shown as sales and marketing and cost of revenue, respectively, in the consolidated statements of operations.

The acquired intangible assets and goodwill are subject to impairment review at least annually on December 31st.

Based on the annual impairment analysis completed during the years ended January 31, 2024 and 2023, the Company determined that there was no impairment of intangible assets.

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Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization.

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Actual amounts of amortization may differ from estimated amounts due to additional intangible assets acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected useful lives of intangible assets, and other events.

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Balance Sheet Components

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Total Inventories $ 209,262 $ 198,580

During the fiscal year ended January 31, 2025, there were no substantial and unusual impairment charges to write down the carrying value of inventory.

During the fiscal year ended January 31, 2024, the Company recorded an impairment charge of $ 70.0 million to write down the carrying value of inventory on hand and charges for losses on non-cancelable purchase commitments to reduce the carrying value of certain products to their estimated net realizable value, address supply overruns related to product transitions, and to better align inventory with current demand.

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Total Prepaid Expense and Other Current Assets $ 36,435 $ 62,244

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Property and Equipment, net

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Depreciation Expense $ 17,107 $ 16,345 $ 13,404

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Accrued and Other Current Liabilities

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Reserve for losses on non-cancellable purchase commitments

11,928 30,054

Refundable customer deposits 17,201 16,588

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Taxes payable 17,294 14,294

Customer funds

17,440 12,301

Other current liabilities

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Total Accrued and Other Current Liabilities $ 124,679 $ 159,104

_______________

(1) Beginning July 31, 2022, ViriCiti Earnout liability was reclassified from long-term liabilities to current liabilities as the Company expected the liability to be payable within twelve months of July 31, 2022.

The ViriCiti Earnout liability was subsequently paid in full on March 6, 2023.

The Company leases its office facilities under non-cancellable operating leases with various lease terms.

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The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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As of January 31, 2025 and 2024, lease balances were as follows:

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

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Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2025 were as follows:

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Years Ending January 31,

Thereafter 2,301

Total undiscounted operating lease payments 23,116

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Total operating lease liabilities 19,903

current portion of operating lease liabilities ( 4,636 )

Operating lease liabilities, noncurrent

Other supplemental information as of January 31, 2025 and 2024 was as follows:

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As of January 31, 2025, the Company has no additional operating leases that have not yet commenced and as such, have not yet been recognized on the Company’s consolidated balance sheets.

In July 2018, the Company entered into a term loan facility with certain lenders (the “2018 Loan”) with a borrowing capacity of $ 45.0 million to finance working capital and repay all outstanding amounts owed under previous loans.

The Company borrowed $ 35.0 million, with issuance costs of $ 1.1 million and net proceeds of $ 33.9 million.

The 2018 Loan was secured by substantially all of the Company’s assets, contained customary affirmative and negative covenants, and required the Company to maintain minimum cash balances and attain certain customer billing targets.

The 2018 Loan had a five -year maturity and interest was calculated at LIBOR plus 6.55 %.

Transaction costs were recorded as debt discount and amortized over the term of the loan.

The 2018 Loan agreement was amended on March 20, 2019 to extend the interest only monthly payments through June 30, 2021 to be followed by equal monthly payments of principal and interest.

In March 2021, the Company repaid the entire loan balance of $ 35.0 million plus accrued interest and prepayment fees of $ 1.2 million.

There was no interest expense incurred during the years ended January 31, 2024 and 2023, respectively.

Total interest expense incurred was $ 1.5 million for the year ended January 31, 2022.

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$ 297,092 $ 283,704

Estimated fair value (Level 2 Inputs)

Estimated fair value using Level 2 fair value Inputs

$ 233,000 $ 211,000

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Contractual interest expense (1)

$ 23,548 $ 13,548

PIK Fair Value Adjustment ( 3,651 ) —

Amortization of debt discount and issuance costs 3,328 1,993

Total interest expense $ 23,225 $ 15,541

In April 2022, the Company completed a private placement of $ 300 million aggregate principal amount of unsecured Convertible Senior PIK Toggle Notes (formerly, the “2027 Convertible Notes”, hereafter the “Original Convertible Notes”), the terms of which were amended in October 2023, as described below (the “Notes Amendment”).

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(1) Contractual interest is calculated using cash interest rate, noted below, except for the periods when PIK is elected, in which case PIK interest rate is used.

In April 2022, the Company completed a private placement of $ 300.0 million aggregate principal amount of unsecured Convertible Senior PIK Toggle Notes (the “Original Convertible Notes”), the terms of which were amended in October 2023, as described below (the “Notes Amendment”).

Prior to the Notes Amendment, the maturity date of the Original Convertible Notes was April 1, 2027.

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Holders of the Original Convertible Notes may convert all or a portion of their Original Convertible Notes prior to the close of business on January 1, 2027, only under the following circumstances:

• during any calendar quarter commencing after the calendar quarter ended on September 30, 2022, if the Company’s closing Common Stock price for at least 20 trading days out of the most recent 30 consecutive trading days of the preceding calendar quarter is greater than or equal to 130 % of the current conversion price of the Original Convertible Notes on each applicable trading day;

• during the five business day period after any ten consecutive trading days in which the trading price per $1,000 principal amount of Original Convertible Notes for each trading day of such ten consecutive trading day period is less than 98 % of the product of the Company’s closing Common Stock price and the conversion rate of the Original Convertible Notes on each such trading day;

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quarter is greater than or equal to 130 % of the current conversion price of the Original Convertible Notes on each applicable trading day;

• if the Company calls the Original Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date;

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Legal fees and other costs incurred with third parties that were directly related to the debt modification were expensed as incurred.

As of January 31, 2024, the new effective interest rate on the 2028 Convertible Notes was approximately 8.59 %.

For the interest period from April 1 through October 1, 2024 the Company elected the option of PIK Interest through the issuance of additional 2028 Convertible Notes of $ 12.8 million, On the date of issuance, the fair value of the PIK note, measured using Level 2 inputs, was $ 9.1 million, which represents debt discount of $ 3.7 million, which will be amortized to interest expense over the contractual term of the note.

Amortization of debt discount and issuance costs is reported as a component of interest expenses and is computed using the straight-line method over the term of the 2028 Convertible Notes, which approximates the effective interest method.

As of January 31, 2025, the effective interest rate on the 2028 Convertible Notes was approximately 9.90 %.

The estimated fair value of the 2028 Convertible Notes, as of January 31, 2025 and 2024 using Level 2 fair value inputs, was $ 233.0 million and $ 211.0 million, respectively.

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2027 Revolving Credit Facility

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The obligations of the Borrower under the Credit Agreement are guaranteed by the Company and the Subsidiary Guarantors and secured by a first priority pledge of the equity securities of the Borrower and certain of its subsidiaries and first priority security interests in substantially all tangible and intangible personal property, including intellectual property, of the Company, the Borrower and each Subsidiary Guarantor, subject to customary exceptions and limitations.

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The Credit Agreement contains negative covenants that, among other things, restrict the ability of the Company, the Borrower and its subsidiaries, as applicable, to incur additional indebtedness, incur additional liens, make investments or acquisitions, make dividends, distributions, or other restricted payments, dispose of property, and enter into transactions with affiliates, in each case subject to certain dollar baskets and customary carveouts, as well as customary events of default.

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The Borrower also had no letters of credit outstanding under the Credit Agreement as of January 31, 2025, and as a result, had a borrowing capacity of up to $ 150.0 million.

The following presents the Company’s interest expense related to the 2027 Revolving Credit Facility:

The following presents the Company’s financing charge related to the 2027 Revolving Credit Facility:

Twelve Months Ended January 31,

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Commitment fees

Total interest expense $ 732

Total financing charge

$ 1,461 $ 732

Commitments and Contingencies

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They were not recorded as liabilities on the consolidated balance sheets as of January 31, 2025 and 2024 as the Company had not yet received the related goods or services.

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Legal Proceedings

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Class Action Litigation

A class action lawsuit (the “November 2023 Class Action”) alleging violations of federal securities laws was filed on November 29, 2023 in the U.S.

A class action lawsuit alleging violations of federal securities laws was filed on November 29, 2023 in the U.S.

District Court for the Northern District of California against the Company and certain of its former officers (the “Class Defendants”).

The complaint purports to be brought on behalf of purchasers of the Company’s common stock between June 1, 2023 and November 16, 2023 and alleges that the Class Defendants made materially false and misleading statements regarding component costs and supply overruns for DC charging products which resulted in impairment charges and an adverse impact on profitability.

A second class action lawsuit (together with the November 2023 Class Action, the “Class Actions”) asserting the same claims and premised on the same underlying allegations, which purports to be on behalf of purchasers of the Company’s stock between

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December 7, 2021 and November 16, 2023, was filed against the Class Defendants on January 22, 2024.

The complaints seek unspecified monetary damages and other relief.

Applications to serve as lead plaintiff and to consolidate these two actions are pending with the court.

No response to the complaints is required at this time;

a deadline will be set following the court’s ruling on the pending applications.

A second class action lawsuit (together with the November 2023 Class Action, the “Class Actions”) was filed against the Class Defendants on January 22, 2024.

On May 16, 2024, the Court consolidated the Class Actions into one action captioned Khan v.

ChargePoint Holdings, Inc., et al., Case No.

23-cv-06172-EKL, appointed two lead plaintiffs, and appointed lead counsel.

On July 19, 2024, Lead Plaintiffs filed a Consolidated Amended Complaint which purports to be on behalf of purchasers of the Company’s stock between December 7, 2021 and November 16, 2023.

This Consolidated Amended Complaint alleges that the Class Defendants made materially false and misleading statements in violation of Section 10(b) and Rule 10(b)-5 of the Securities and Exchange Act regarding, (1) ChargePoint’s handling of supply chain disruptions;

(2) ChargePoint’s revenue;

and (3) the value of ChargePoint’s inventory.

Lead Plaintiffs also allege the Class Defendants engaged in a scheme to prematurely recognize revenue in violation of Sections 10(a) and (c) of the Securities and Exchange Act.

The Class Defendant filed a motion to dismiss the Consolidated Amended Complaint on September 17, 2024, and the motion is fully briefed.

The matter has been transferred to a new court and the hearing date on the motion to dismiss was reset to July 16, 2025.

Derivative Actions

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District Court for the District of Delaware against ChargePoint’s Board of Directors and certain of its former officers (“Derivative Defendants”), alleging that the Derivative Defendants breached their fiduciary duties to ChargePoint in connection with the same alleged events and alleged materially false and misleading statements asserted in the Class Actions described above.

Two additional substantively duplicative actions were filed in the U.S.

District Court for the Northern District of California on January 8, 2024 and March 1, 2024.

The complaints seek unspecified monetary damages and other relief.

This action has been stayed.

Four additional substantively duplicative actions were filed in the U.S.

District Court for the Northern District of California on January 8, 2024, March 1, 2024, May 2, 2024, and May 24, 2024.

The complaints seek unspecified monetary damages and other relief.

On September 23, 2024, the Court consolidated the four California actions into one action captioned In re ChargePoint Holdings, Inc.

Derivative Litigation, Case No.

24-cv-00149-EKL (“Consolidated Derivative Action”).

On November 4, 2024, the Court entered an order staying the Consolidated Derivative Action pending resolution of Class Defendants’ motion to dismiss in the Class Action Litigation.

The Company intends to defend these lawsuits vigorously.

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Guarantees and Indemnifications

The Company has service level commitments to certain of its customers warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels.

The Company has service level commitments to certain of its customers warranting certain levels of up-time reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels.

To date, the Company has not incurred any material costs as a result of such commitments.

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To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the consolidated financial statements.

The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer.

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made a party by reason of their service as a director or officer.

The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid.

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Letters of Credit

The Company had $ 30.4 million of secured letters of credit outstanding as of both January 31, 2024 and 2023, respectively.

The Company had $ 0.4 million and $ 30.4 million of secured letters of credit outstanding as of both January 31, 2025 and 2024, respectively.

On May 16, 2024, the letter of credit agreement with one of the Company’s contract manufacturers expired and the lender released $ 30.0 million of restricted cash to the Company.

These primarily relate to support of contract manufacturer and customer agreements, and are fully collateralized by cash deposits which the Company recorded in restricted cash on its consolidated balance sheets based on the term of the remaining restriction.

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The holders of Common Stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone.

Subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Company’s board of directors out of funds legally

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available therefor.

In the event of the Company’s liquidation, dissolution, or winding up, holders of the Company’s Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock.

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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 at the prevailing market prices for total proceeds of $ 287.2 million, net of $ 1.2 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.

Stock Warrants

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Immediately following the Merger, there were 38,761,031 Legacy Warrants outstanding which are classified as equity.

During the fiscal year ended January 31, 2024, no Legacy Warrants were exercised.

During the fiscal year ended January 31, 2025 and 2024, no Legacy Warrants were exercised.

During the fiscal year ended January 31, 2023, 1,039,153 Legacy Warrants were exercised resulting in the issuance of 1,037,808 shares of Common Stock and cash proceeds received of $ 6.9 million.

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As of January 31, 2025, there were 34,499,436 Legacy Warrants outstanding which are classified as equity.

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The Private Placement Warrants were initially recognized as a liability on February 26, 2021 and was remeasured to fair value as of any respective exercise dates.

The Company recorded no gain or loss, an immaterial loss, and a gain of $ 63.7 million for the fiscal years ended January 31, 2024, 2023 and 2022, respectively, classified within change in fair value of warrant liabilities in the consolidated statements of operations.

The Company recorded no gain or loss, for the fiscal years ended January 31, 2025 and 2024, an immaterial loss for the fiscal years ended January 31, 2023, classified within change in fair value of warrant liabilities in the consolidated statements of operations.

The Private Placement Warrants were valued using the assumptions under the Binomial Lattice Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date.

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Dividend rate 0.0 % 0.0 %

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Public Warrants

The Public Warrants were initially recognized as a liability on February 26, 2021 and remeasured to fair value based upon the market price as warrants were exercised.

On June 4, 2021 the Company issued a redemption notice pursuant to which all but 244,481 Public Warrants were exercised by the Public Warrant holders.

At the conclusion of the redemption notice period on July 6, 2021, the Company redeemed the remaining 244,481 Public Warrants outstanding for $ 0.01 per warrant.

As of January 31, 2024, no Public Warrants remained outstanding.

The Company recognized no gain or loss for the fiscal years ended January 31, 2024 and 2023, and a loss of $ 15.9 million for the fiscal year ended January 31, 2022, classified within change in fair value of warrant liabilities in the consolidated statements of operations.

During the fiscal year ended January 31, 2022, proceeds received from the exercises of Public Warrants were $ 117.6 million.

Warrant Activity

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As of January 31, 2025, the Company had unrecognized stock-based compensation expense related to stock options, RSUs, PRSUs, and ESPP of $ 91.6 million, which is expected to be recognized over a weighted-average period of 1.8 years.

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2021 Employee Stock Purchase Plan

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Participation ends automatically upon termination of employment with the Company.

The initial offering period is from October 1, 2021 through September 9, 2023.

Thereafter, offering periods will begin on March 10 and September 10.

The initial offering period was from October 1, 2021 through September 9, 2023.

Thereafter, offering periods begin on March 10 and September 10.

Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Common Stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent ( 1 %) of the total number of shares of Common Stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of Common Stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of Common Stock determined by the Company’s Board of Directors.

As of January 31, 2025, 14,319,166 shares of Common Stock were available under the 2021 ESPP.

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During the year ended January 31, 2025, the Company's employees purchased 3,033,281 shares of its Common Stock under the 2021 ESPP.

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The shares were purchased at a weighted-average purchase price of $ 6.54 per share, with proceeds of $ 8.3 million.

During the year ended January 31, 2023, the Company’s employees purchased 607,384 shares of its Common Stock under the 2021 ESPP.

The shares were purchased at a weighted-average purchase price of $ 14.73 per share, with proceeds of $ 8.9 million.

2021 Equity Incentive Plan

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Vesting of the PRSUs is dependent upon the satisfaction of both market- and service-based conditions occurring at the end of a four - or five- year period.

The market-based condition is achieved if the closing price of the Company’s Common Stock is greater than or equal to the applicable stock price appreciation target over a specified period at any time during the period beginning the date of the grant and ending on the expiration date.

The market-based condition is achieved if the closing price of the Company’s Common Stock is greater than or equal

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to the applicable stock price appreciation target over a specified period at any time during the period beginning the date of the grant and ending on the expiration date.

A summary of activity of PRSUs under the 2021 EIP at January 31, 2025 and changes during the periods then ended is presented in the following table:

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Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP Plan.

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Stock Options Activity

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Expected term (in years) 0.5 - 2.0

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• Expected volatility:

The expected volatility was determined by using a blended volatility approach of peer volatility and implied volatility.

Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.

The expected volatility was determined by using a blended volatility approach of historical volatility and implied volatility.

• Risk-free interest rate:

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The expected term represents the length of time the ESPP rights under each purchase period are outstanding.

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The weighted-average assumptions in the Monte Carlo valuation model used to determine the fair value of PRSUs granted during the year ended January 31, 2025, 2024 and 2023 were as follows:

Year Ended January 31,

2025 2024 2023

Expected volatility 81.7 %- 84.8 %

68.4 % - 82.4 %

72.1 % - 74.0 %

Risk-free interest rate 3.6 % - 4.3 %

4.0 % - 4.3 %

2.8 % - 3.3 %

Dividend rate 0.0 % 0.0 % 0.0 %

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Net loss before income taxes $ ( 272,694 ) $ ( 457,630 ) $ ( 347,275 )

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The components of the provision for (benefit from) income taxes were as follows:

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Federal $ — $ — $ 1

State — — ( 423 )

Foreign 300 ( 2,198 ) ( 3,557 )

Total deferred 300 ( 2,198 ) ( 3,556 )

Total benefit from income taxes

Total provision for (benefit from) income taxes

$ 4,372 $ ( 21 ) $ ( 2,167 )

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A reconciliation of the U.S.

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Tax at federal statutory rate 21.0 % 21.0 % 21.0 %

State tax rate, net — % — % — %

Warrant and earnout revaluation — % — % 20.9 %

Stock-based compensation ( 7.6 %) ( 2.6 %) — %

Intangible assets amortization — % — % 1.3 %

Change in valuation allowance ( 13.4 %) ( 19.5 %) ( 18.9 %)

Transaction cost — % — % ( 1.2 %)

Research and development tax credits 0.4 % 0.6 % 0.8 %

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Capitalized research & development expense 78,632 69,070

Interest expense limitation

Total deferred tax assets 496,515 453,898

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Net deferred tax assets (liabilities) $ ( 11,837 ) $ ( 11,252 )

Beginning January 1, 2022, the Tax Cuts and Jobs Act, or the Tax Act, eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code Section 174.

The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses.

Research and development expenditures capitalized pursuant to Internal Revenue Code Section 174 are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses.

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The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized.

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In addition, the Company had NOLs for other states of $ 461.3 million, which expire beginning in the year 2025.

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As of January 31, 2025, the Company had federal and California state research credit carryforwards of $ 41.2 million and $ 40.8 million, respectively.

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The amount of unrecognized deferred tax liability on these undistributed earnings was not material as of January 31, 2025.

Geographic Information

Segment Reporting and Geographic Information

The Company operates as one operating segment.

Accordingly, our CODM uses consolidated net income or loss to measure segment profit or loss, allocate resources and assess performance.

In addition, the CODM reviews the significant expenses, categorized

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as cost of sales and each major operating expense category (i.e., research and development, sales and marketing, and general and administrative) using consolidated amounts presented in the Consolidated Statements of Operations.

Revenue by geographic area based on the shipping address of the customers was as follows:

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Total long-lived assets $ 116,216 $ 138,363

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Basic and Diluted Net Loss per Share

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Net income (loss) $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 )

Cumulative dividends on redeemable convertible preferred stock — — ( 4,292 )

Deemed dividends attributable to vested option holders — — ( 51,855 )

Deemed dividends attributable to common stock warrant holders — — ( 110,635 )

Net loss attributable to common stockholders - Basic $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 )

Gain attributable to earnout shares issued — — ( 84,420 )

Change in fair value of dilutive warrants — — ( 68,223 )

Net loss attributable to common stockholders - Diluted $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 )

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Weighted average shares outstanding - Basic 433,489,800 375,529,883 338,488,667

Earnout Shares under the treasury stock method — — 3,701,427

Public and Private Placement Warrants under the treasury stock method — — 1,366,870

Weighted average shares outstanding - Diluted 433,489,800 375,529,883 338,488,667

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$ ( 0.64 ) $ ( 1.22 ) $ ( 1.02 )

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(1) For the fiscal year ended January 31, 2022, as a result of the Merger, the Company retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.9966 used to determine the number of shares of Common Stock into which they converted.

The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis.

(2) For the fiscal year ended January 31, 2022, redeemable convertible preferred stock and preferred stock warrants outstanding prior to the Merger Closing Date were excluded because including them would have had an antidilutive effect.

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The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:

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Unvested early exercised common stock options

665 40,555 132,180

Common stock warrants

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PRSUs granted during the fiscal years ended January 31, 2025, 2024 and 2023 were excluded from the above table because the respective stock price targets had not been met as of the year end.

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Restructuring

September 2024 Reorganization

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

The September 2024 Reorganization entailed a reduction in force of approximately 249 employees, or 15 % of the Company’s global workforce at the time.

As a result, in the third quarter of fiscal year 2025, the Company incurred $ 9.8 million of employee severance, termination and employment-related exit costs.

The following table summarizes the September 2024 Reorganization charges by line item within the Company’s consolidated statements of operations for year ended January 31, 2025:

Severance and employment-related termination costs

(in thousands)

Cost of revenue $ 961

Research and development 2,867

Sales and marketing 5,066

General and administrative 933

Total $ 9,827

As of January 31, 2025, $ 0.4 million in restructuring-related liabilities related to the September 2024 Reorganization remained in accrued and other current liabilities.

January 2024 Reorganization

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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, 2024, restructuring-related liabilities were $ 10.6 million, including $ 10.2 million in severance and employment-related exit cost and $ 0.4 million in facility exit cost.

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During the twelve months ended January 31, 2025, no further restructuring charges related to the January 2024 Reorganization were incurred.

The following table summarizes the January 2024 Reorganization charges by line item within the Company’s consolidated statements of operations for the year ended January 31, 2024:

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Total $ 9,946 $ 2,708 $ 12,654

During the twelve months ended January 31, 2025, changes to the restructuring-related liabilities were primarily due to cash disbursements of severance and employment-related exit costs and facility exit costs.

As of January 31, 2025, restructuring liabilities related to the January 2024 Reorganization were $ 1.2 million entirely related to severance and employment-related exit costs.

As of January 31, 2024, restructuring liabilities related to the January 2024 Reorganization were $ 10.6 million, including $ 10.2 million in severance and employment-related exit cost and $ 0.4 million in facility exit cost.

September 2023 Reorganization

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During the twelve months ended January 31, 2024, the Company incurred $ 15.6 million of employee severance, termination and employment-related exit cost, as well as accelerated depreciation of right-of-use assets and other facilities and contract termination charges.

As of January 31, 2024, restructuring-related liabilities were $ 0.5 million, including $ 0.3 in severance and employment-related exit cost and $ 0.2 million in facility exit cost.

The following table summarizes the September 2023 Reorganization charges by line item within the Company’s statement of operations for the year ended January 31, 2024:

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Total $ 7,412 $ 8,189 $ 15,601

During the twelve months ended January 31, 2025, changes to the restructuring-related liabilities were primarily due to cash disbursements of severance and employment-related exit costs.

As of January 31, 2025, restructuring liabilities related to the September 2023 Reorganization were $ 0.3 million, including $ 0.1 million severance and employment-related exit cost and $ 0.2 million in facility exit cost.

As of January 31, 2024, restructuring liabilities related to the September 2023 Reorganization were $ 0.5 million, including $ 0.3 million in severance and employment-related exit cost and $ 0.2 million in facility exit cost.

Subsequent Events

On February 19, 2025, the Company was notified by the 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 notification received from the NYSE has no immediate effect on the listing of the Company’s Common Stock on the NYSE.

The Company notified the NYSE on March 3, 2025, that it intends to cure the average closing stock price deficiency and to return to compliance with the NYSE's continued listing standards.

The Company can regain compliance at any time within the six-month period following receipt of the NYSE's notice, or 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.

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The Company intends to consider available alternatives, including but not limited to, a reverse stock split, subject to stockholder approval no later than at the Company’s next annual meeting of stockholders, if necessary, to cure the stock price non-compliance.

Under the NYSE’s rules, if the Company determines that it will cure the stock price deficiency by taking an action that will require stockholder approval at its next annual meeting of stockholders, the price condition will be deemed cured if the price promptly exceeds $ 1.00 per share, and the price remains above that level for at least the following 30 trading days.

The Company’s Common Stock will continue to be listed and trade on the NYSE at this time, subject to the Company’s ongoing compliance with the NYSE's other continued listing standards.

Furthermore, the notice is not anticipated to impact the ongoing business operations of the Company or its reporting requirements with the United States Securities and Exchange Commission.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data