ChargePoint Holdings, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 68 Consolidated Balance Sheets 70 Consolidated Statements of Operations 71 Consolidated Statements of Comprehensive Loss 72 Consolidated Statements of Stockholders' Equity 73 Consolidated Statements of Cash Flows 74 Notes to Consolidated Financial Statements 75 67 Table of Content Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of ChargePoint Holdings, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of ChargePoint Holdings, Inc. 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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters 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, 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 68 Table of Content 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 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 March 28, 2025 We have served as the Company’s auditor since 2016. 69 Table of Content ChargePoint Holdings, Inc. Consolidated Balance Sheets January 31, 2025 and 2024 (in thousands, except share and per share data) January 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 224,571 $ 327,410 Restricted cash 400 30,400 Accounts receivable, net of allowance of $ 20,100 as of January 31, 2025 and $ 14,000 as of January 31, 2024 95,906 124,049 Inventories 209,262 198,580 Prepaid expenses and other current assets 36,435 62,244 Total current assets 566,574 742,683 Property and equipment, net 35,361 42,446 Intangible assets, net 66,175 80,555 Operating lease right-of-use assets 14,680 15,362 Goodwill 207,540 213,750 Other assets 7,845 8,567 Total assets $ 898,175 $ 1,103,363 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 64,050 $ 71,081 Accrued and other current liabilities 124,679 159,104 Deferred revenue 105,017 99,968 Total current liabilities 293,746 330,153 Deferred revenue, noncurrent 134,198 131,471 Debt, noncurrent 297,092 283,704 Operating lease liabilities 15,267 17,350 Deferred tax liabilities 12,036 11,252 Other long-term liabilities 8,365 1,757 Total liabilities 760,704 775,687 Commitments and contingencies (Note 7) Stockholders' equity: Common stock: $ 0.0001 par value; 1,000,000,000 shares authorized as of each of January 31, 2025 and 2024; 456,102,298 and 421,116,720 shares issued and outstanding as of January 31, 2025 and 2024, respectively 46 42 Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized as of each of January 31, 2025 and 2024; zero shares issued and outstanding as of each of January 31, 2025 and 2024 — — Additional paid-in capital 2,054,296 1,957,932 Accumulated other comprehensive loss ( 25,433 ) ( 15,926 ) Accumulated deficit ( 1,891,438 ) ( 1,614,372 ) Total stockholders' equity 137,471 327,676 Total liabilities and stockholders' equity $ 898,175 $ 1,103,363 The accompanying notes are an integral part of these consolidated financial statements. 70 Table of Content ChargePoint Holdings, Inc. Consolidated Statements of Operations Years Ended January 31, 2025, 2024, and 2023 (in thousands, except share and per share data) Year Ended January 31, 2025 2024 2023 Revenue Networked charging systems $ 234,802 $ 360,822 $ 363,622 Subscriptions 144,325 120,445 85,296 Other 37,956 25,372 19,176 Total revenue 417,083 506,639 468,094 Cost of revenue Networked charging systems 223,351 386,149 318,628 Subscriptions 71,218 73,595 51,416 Other 21,833 16,777 12,117 Total cost of revenue 316,402 476,521 382,161 Gross profit 100,681 30,118 85,933 Operating expenses Research and development 141,276 220,781 194,957 Sales and marketing 130,890 150,186 142,392 General and administrative 81,514 109,102 90,366 Total operating expenses 353,680 480,069 427,715 Loss from operations ( 252,999 ) ( 449,951 ) ( 341,782 ) Interest income 8,347 9,603 5,534 Interest expense ( 24,653 ) ( 16,273 ) ( 9,434 ) Change in fair value of assumed common stock warrant liabilities — — ( 24 ) Other expense, net ( 3,389 ) ( 1,009 ) ( 1,569 ) Net loss before income taxes $ ( 272,694 ) $ ( 457,630 ) $ ( 347,275 ) Provision for (Benefit from) income taxes 4,372 ( 21 ) ( 2,167 ) Net loss $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 ) Net loss attributable to common stockholders - Basic $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 ) Net loss attributable to common stockholders - Diluted $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 ) Weighted average shares outstanding - Basic 433,489,800 375,529,883 338,488,667 Weighted average shares outstanding - Diluted 433,489,800 375,529,883 338,488,667 Net loss per share - Basic $ ( 0.64 ) $ ( 1.22 ) $ ( 1.02 ) Net loss per share - Diluted $ ( 0.64 ) $ ( 1.22 ) $ ( 1.02 ) The accompanying notes are an integral part of these consolidated financial statements 71 Table of Content ChargePoint Holdings, Inc. Consolidated Statements of Comprehensive Loss Years Ended January 31, 2025, 2024, and 2023 (in thousands) Year Ended January 31, 2025 2024 2023 Net loss $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 ) Other comprehensive income (loss): Foreign currency translation adjustment, net of tax ( 9,507 ) 9 ( 7,716 ) Available-for-sale short-term investments: Unrealized loss on short-term investments, net of tax — — ( 449 ) Reclassification adjustment for net realized gains on short-term investments included in net income, net of tax — 449 — Other comprehensive income (loss) ( 9,507 ) 458 ( 8,165 ) Comprehensive loss $ ( 286,573 ) $ ( 457,151 ) $ ( 353,273 ) The accompanying notes are an integral part of these consolidated financial statements. 72 Table of Content ChargePoint Holdings, Inc. Consolidated Statements of Stockholders' Equity Years Ended January 31, 2025, 2024, and 2023 (in thousands, except share data) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity Shares Amount Balances as of January 31, 2022 334,760,615 $ 33 $ 1,366,855 $ ( 8,219 ) $ ( 811,655 ) $ 547,014 Issuance of common stock under stock plans, net of tax withholding 7,267,807 1 2,501 — — 2,502 Issuance of common stock upon exercise of warrants 1,041,533 — 6,932 — — 6,932 Issuance of common stock upon ESPP purchase 607,384 — 8,947 — — 8,947 Issuance of common stock in connection with ATM offerings, net of issuance costs 4,657,806 1 49,449 — — 49,450 Vesting of early exercised stock options — — 69 — — 69 Repurchase of early exercised common stock ( 4,664 ) — — — — — Stock-based compensation — — 93,351 — — 93,351 Net loss — — — — ( 345,108 ) ( 345,108 ) Other comprehensive loss — — — ( 8,165 ) — ( 8,165 ) Balances as of January 31, 2023 348,330,481 $ 35 $ 1,528,104 $ ( 16,384 ) $ ( 1,156,763 ) $ 354,992 Issuance of common stock under stock plans, net of tax withholding 12,223,116 — 3,763 — — 3,763 Issuance of common stock in connection with ATM offerings, net of issuance costs 59,299,481 7 287,192 — — 287,199 Issuance of common stock upon ESPP purchase 1,265,309 — 8,290 — — 8,290 Vesting of early exercised stock options — — 31 — — 31 Repurchase of unvested restricted shares ( 1,667 ) — — — — — Impact of convertible note modification — — 13,225 — — 13,225 Stock-based compensation — — 117,327 — — 117,327 Net loss — — — — ( 457,609 ) ( 457,609 ) Other comprehensive income — — — 458 — 458 Balances as of January 31, 2024 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 Net loss — $ — $ — $ — $ ( 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. 73 Table of Content ChargePoint Holdings, Inc. Consolidated Statements of Cash Flows Years Ended January 31, 2025, 2024, and 2023 (in thousands) Year Ended January 31, 2025 2024 2023 Cash flows from operating activities Net loss $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 29,192 28,486 25,050 Non-cash operating lease cost 3,535 4,343 4,739 Stock-based compensation 75,651 117,327 93,350 Amortization of deferred contract acquisition costs 3,207 2,859 2,361 Change in fair value of common stock warrant liabilities — — 24 Inventory impairment — 70,000 — Paid-in-kind non-cash interest expense 9,099 — — Reserves and other 26,904 8,439 16,832 Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net 17,371 36,510 ( 94,600 ) Inventories ( 17,048 ) ( 173,661 ) ( 39,358 ) Prepaid expenses and other assets 2,274 7,002 ( 37,969 ) Accounts payable, operating lease liabilities, and accrued and other liabilities ( 29,308 ) ( 5,466 ) 55,827 Deferred revenue 9,242 32,829 51,803 Net cash used in operating activities ( 146,947 ) ( 328,941 ) ( 267,049 ) Cash flows from investing activities Purchases of property and equipment ( 12,073 ) ( 19,424 ) ( 18,563 ) Purchases of investments — — ( 284,835 ) Maturities of investments — 105,000 180,000 Cash paid for acquisition, net of cash acquired — — ( 2,756 ) Net cash provided by (used in) investing activities ( 12,073 ) 85,576 ( 126,154 ) Cash flows from financing activities Proceeds from the exercise of public warrants — — 6,884 Proceeds from issuance of debt, net of issuance costs — — 293,972 Change in driver funds and amounts due to customers 7,817 13,691 11,107 Debt issuance costs related to the revolving credit facility — ( 2,882 ) — Settlement of contingent earnout liability — ( 3,537 ) — Proceeds from issuance of stock in connection with stock plans, net of withholding taxes 10,507 12,054 11,446 Proceeds from issuance of common stock in connection with ATM offerings, net of issuance costs 10,214 287,198 49,450 Net cash provided by financing activities 28,538 306,524 372,859 Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 2,357 ) 89 ( 729 ) Net increase (decrease) in cash, cash equivalents, and restricted cash ( 132,839 ) 63,248 ( 21,073 ) Cash, cash equivalents, and restricted cash at beginning of period 357,810 294,562 315,635 Cash, cash equivalents, and restricted cash at end of period $ 224,971 $ 357,810 $ 294,562 Supplementary cash flow information Cash paid for interest $ 10,673 $ 10,763 $ 4,929 Cash paid for taxes $ 2,748 $ 1,107 $ 598 Supplementary cash flow information on non-cash investing and financing activities Impact of convertible note modification $ — $ 13,225 $ — Right-of-use assets obtained in exchange for lease liabilities $ 2,796 $ 536 $ — Impairment charges and accelerated depreciation of right-of-use assets due to reorganization $ — $ ( 5,647 ) $ — Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities $ 229 $ 2,095 $ 1,954 Vesting of early exercised stock options $ — $ 30 $ 69 The accompanying notes are an integral part of these consolidated financial statements. 74 Table of Content ChargePoint Holdings, Inc. Notes to Consolidated Financial Statements 1. Description of Business and Basis of Presentation 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 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 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. References to fiscal years 2025, 2024, and 2023 relate to the fiscal years ended January 31, 2025, January 31, 2024, and January 31, 2023, respectively. Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing and marketing its Networked Charging Systems, subscriptions and other offerings, raising capital, and recruiting personnel. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of January 31, 2025, the Company had an accumulated deficit of $ 1,891.4 million. The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, convertible notes, exercise proceeds from options and warrants, borrowings under its loan facilities, customer payments, proceeds from sale of Common Stock under the ATM Facility, and proceeds from the Merger. In February 2021, the Company received cash proceeds of $ 484.1 million from the Merger. The Company had cash, cash equivalents and restricted cash of $ 225.0 million as of January 31, 2025. As of the date on which these consolidated financial statements were issued, the Company believes that its cash on hand, together with cash generated from sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months following the issuance of the consolidated financial statements. 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 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. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology. If additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. 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. Acquisitions On August 11, 2021, the Company acquired all of the outstanding shares of ViriCiti Group B.V. (“ViriCiti”) for $ 79.4 million in cash, as well as $ 7.1 million of additional earnout consideration contingent on meeting certain revenue targets as of January 31, 2023 (“ViriCiti Earnout”), which was paid in full on March 6, 2023. 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 75 Table of Content 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. HTB is an Austria-based e-mobility provider with a European charging software platform. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of acquired goodwill and intangible assets, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts across large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Short-term investments have historically consisted of U.S. treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. 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, 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. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results. Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value. 76 Table of Content Restricted cash relates to cash deposits restricted under letters of credit issued in support of customer and contract manufacturer agreements. The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows: January 31, 2025 2024 2023 (in thousands) Cash and cash equivalents $ 224,571 $ 327,410 $ 264,162 Restricted cash 400 30,400 30,400 Total cash, cash equivalents, and restricted cash $ 224,971 $ 357,810 $ 294,562 Short-Term Investments 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. The Company did not recognize any gains or losses for either of the years ended January 31, 2024 and 2023. Accounts Receivable, net Accounts receivable for products, services and in certain scenarios charging sessions are recorded at the invoiced amount and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience. When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance. The change in the allowance for expected credit losses for the years ended January 31, 2025, 2024, and 2023 was as follows: Beginning Balance Change in Provision Write-offs Ending Balance (in thousands) Year ended January 31, 2025 Allowance for expected credit losses $ 14,000 $ 10,571 $ ( 4,471 ) $ 20,100 Year ended January 31, 2024 Allowance for expected credit losses $ 10,000 $ 6,026 $ ( 2,026 ) $ 14,000 Year ended January 31, 2023 Allowance for expected credit losses $ 5,584 $ 6,353 $ ( 1,937 ) $ 10,000 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. 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. 77 Table of Content Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Useful Lives Furniture and fixtures 3 to 5 years Computers and software 3 to 5 years Machinery and equipment 3 to 5 years Tooling 3 to 5 years Leasehold improvements Shorter of the estimated lease term or useful life Owned and operated systems 5 to 7 years Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. 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 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. Internal-Use Software Development Costs The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use. Amortization of capitalized internal-use software development costs is included within cost of revenue for Networked Charging Systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. As of January 31, 2025 and 2024, capitalized costs have not been material. Leases Lessee The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within accrued and other current liabilities on the Company’s consolidated balance sheets, and a noncurrent portion included within operating lease liabilities on the Company’s consolidated balance sheets. The Company does not have material finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the asset until the lease commencement date. The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term. 78 Table of Content 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 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. 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. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flows do not fully cover the costs of the associated lease. The Company committed to a decision to exit and sublease or cease use of certain facilities to align with the Company’s anticipated operating needs and incurred impairment charges related to real estate operating right-of-use assets of $ 2.7 million during the year ended January 31, 2024. Refer to Note 14, Restructuring , in the notes to the consolidated financial statements for further information. Lessor The Company leases Networked Charging Systems to customers within certain CPaaS contracts. The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets. Impairment of Long-Lived Assets The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell. With the exception of impairment charges related to real estate operating right-of-use assets discussed above, there was no other material impairments of long-lived assets for the years ended January 31, 2025, 2024, and 2023. Business Combinations The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As of January 31, 2025 and 2024, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. 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. 79 Table of Content Intangible Assets Intangible assets consist primarily of customer relationships and developed technology. 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 . Fair Value of Financial Instruments Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value: • (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and • (Level 3) — Inputs that are unobservable for the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented. The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. Certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. 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, 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. Debt Modification The Company evaluates amendments to its debt instruments in accordance with ASC 470-50, Debt Modifications and Extinguishments . This evaluation includes (1) if applicable, the change in fair value of an embedded conversion option to that of the carrying value of the debt immediately prior to amendment and (2) the net present value of future cash flows of the amended debt to that of the original debt to determine, in each case, if a change greater than 10% occurred. In instances where the net present value of future cash flows or the fair value of an embedded conversion option, if any, changed more than 10%, the Company applies extinguishment accounting. 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. Revenue Recognition ChargePoint accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customer s (“ASC 606”). The Company recognizes revenue using the following five-step model as prescribed by ASC 606: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and 80 Table of Content • Recognition of revenue when, or as, the Company satisfies a performance obligation. Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. The Company 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. For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations. In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires the Company to assess the nature of each of its Networked Charging Systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract. The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee. When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company 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, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach. The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services. Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days. Networked Charging Systems revenue 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 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 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 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 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. Lessor revenue relates to operating leases and historically has not been material. Other revenue Other revenue consists of charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as the Company has a stand-ready obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered. 81 Table of Content 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, 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. Deferred Revenue Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue with the remainder recorded as deferred revenue, noncurrent on the consolidated balance sheets. The following table shows the total deferred revenue for each period presented. January 31, 2025 January 31, 2024 (in thousands) Total deferred revenue $ 239,215 $ 231,439 The following table shows the revenue recognized that was included in the deferred revenue balance at the beginning of the period. Year Ended January 31, 2025 2024 2023 (in thousands) Total deferred revenue recognized $ 99,968 $ 88,777 $ 77,142 Cost of Revenue Cost of Networked Charging Systems revenue includes the material costs for parts and manufacturing costs for the hardware products, compensation, including salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities, and allocated overhead costs. Costs for shipping and handling are recorded in cost of revenue as incurred. Cost of subscriptions revenue includes hosting, network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support the Company’s network of systems, depreciation of owned and operated systems used in CPaaS arrangements, allocated overhead costs, and support costs to manage the systems and helpdesk services for site hosts. 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. Costs to Obtain a Customer Contract Incremental and recoverable costs for the sale of cloud enabled software and extended maintenance service plans are capitalized as deferred contract acquisition costs within prepaid expenses and other current assets and other assets on the consolidated balance sheets and amortized on a straight-line basis over the anticipated benefit period of five years . The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors. This amortization is recorded within sales and marketing expense in the Company’s consolidated statements of operations. The sales commissions paid related to the sale of Networked Charging Systems are expensed as incurred. 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. 82 Table of Content Changes in the deferred contract acquisition costs during the years ended January 31, 2025 and 2024 were as follows: (in thousands) Balance as of January 31, 2023 $ 8,142 Capitalization of deferred contract acquisition costs 3,711 Amortization of deferred contract acquisition costs ( 2,859 ) Balance as of January 31, 2024 $ 8,994 Capitalization of deferred contract acquisition costs 3,510 Amortization of deferred contract acquisition costs ( 3,207 ) Balance as of January 31, 2025 $ 9,297 Deferred acquisition costs capitalized on the consolidated balance sheets were as follows: January 31 2025 2024 (in thousands) Deferred contract acquisition costs, current $ 3,184 $ 3,013 Deferred contract acquisition costs, noncurrent 6,113 5,981 Total deferred contract acquisition costs $ 9,297 $ 8,994 Research and Development Research and development expenses consist primarily of salary and related personnel expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, and allocated overhead. Research and development costs are expensed as incurred. Stock-based Compensation The Company measures stock-based compensation expense for all stock-based awards granted to employees and directors based on the estimated fair value of the awards on the date of grant and recognizes stock-based compensation expense over the requisite service period. The Company estimates the fair value of stock options and rights granted under the employee stock purchase plan (“ESPP”) using the Black-Scholes option pricing model, and the Monte Carlo simulation model to estimate the fair value of performance restricted stock units (“PRSUs”). The fair value of restricted stock units (“RSUs”) equals the fair market value of the Company’s Common Stock on grant date. The Company amortizes the fair value of each stock award, except for market-based PRSU, on a straight-line basis over the requisite service period of the awards. For market-based PRSU, the Company amortizes using a graded-vesting attribution approach. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. 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. Advertising The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses for the years ended January 31, 2025, 2024, and 2023 were not material. Warranty The Company provides standard warranty coverage on its products, providing parts necessary to repair the systems during the warranty period. The Company accounts for the estimated warranty cost as a charge to Networked Charging Systems cost of revenue when revenue is recognized. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses. Warranty expense for the years ended January 31, 2025, 2024, and 2023 was $ 6.0 million, $ 16.7 million, and $ 5.4 million, respectively. In addition, the Company offers paid-for subscriptions to extended maintenance service plans under Assure. Assure provides both the labor and parts to maintain the products over the subscription terms of typically one to five years . The costs related to the Assure program are expensed as incurred and charged to subscriptions cost of revenue. 83 Table of Content Foreign Currency The functional currency of the Company’s foreign subsidiaries is generally the local currency. The translation of foreign currencies into U.S. dollars is performed for monetary assets and liabilities at the end of each reporting period based on the then current exchange rates. Non-monetary items are translated using historical exchange rates. For revenue and expense accounts, an average foreign currency rate during the period is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense), net for the period. Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Net Loss per Share Attributable to Common Stockholders 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 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 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. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options. Reclassifications of Prior Period Presentation Certain prior period amounts have been reclassified for consistency with the current year presentation. Accounting Pronouncements Recently Adopted Accounting Standards 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 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 84 Table of Content 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. 3. Goodwill and Intangible Assets Goodwill The following table summarizes the changes in carrying amounts of goodwill: (in thousands) Balance as of January 31, 2023 $ 213,716 Foreign exchange fluctuations 34 Balance as of January 31, 2024 $ 213,750 Foreign exchange fluctuations ( 6,210 ) Balance as of January 31, 2025 $ 207,540 There was no impairment recognized for the years ended January 31, 2025, 2024, and 2023. Intangible Assets The following table presents the details of intangible assets: January 31, 2025 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 87,724 $ ( 29,371 ) $ 58,353 10 Developed technology 17,868 ( 10,046 ) 7,822 6 $ 105,592 $ ( 39,417 ) $ 66,175 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. January 31, 2024 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 90,755 $ ( 21,301 ) $ 69,454 10 Developed technology 18,358 ( 7,257 ) 11,101 6 $ 109,113 $ ( 28,558 ) $ 80,555 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. 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. 85 Table of Content Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization. Intangible assets are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. The following table presents the amortization expense related to intangible assets: Year ended January 31, 2025 2024 2023 (in thousands) Amortization Expense $ 12,085 $ 12,140 $ 11,646 The following table presents the estimated aggregate amortization expense related to intangible assets: Years Ending January 31, (in thousands) 2026 $ 11,753 2027 11,753 2028 10,640 2029 8,774 2030 8,774 Thereafter 14,481 Total amortization expense $ 66,175 The expected amortization expense is an estimate. 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. 4. Balance Sheet Components Inventories Inventories consisted of the following: January 31, 2025 2024 (in thousands) Raw materials $ 5,902 $ 5,322 Finished goods 203,360 193,258 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. The inventory impairment charge is included in the cost of revenue - Networked Charging Systems in the consolidated statements of operations. Prepaid expense and other current assets Prepaid expense and other current assets consisted of the following: January 31, 2025 2024 (in thousands) Prepaid expense $ 15,961 $ 43,389 Other current assets 20,474 18,855 Total Prepaid Expense and Other Current Assets $ 36,435 $ 62,244 86 Table of Content Property and Equipment, net Property and equipment, net consisted of the following: January 31, 2025 2024 (in thousands) Furniture and fixtures $ 1,683 $ 1,718 Computers and software 9,937 8,520 Machinery and equipment 39,786 35,954 Tooling 16,524 15,852 Leasehold improvements 9,289 9,828 Owned and operated systems 31,880 27,723 Construction in progress 751 2,310 109,850 101,905 Less: Accumulated depreciation ( 74,489 ) ( 59,459 ) Total Property and Equipment, Net $ 35,361 $ 42,446 The following table presents the depreciation expense related to fixed assets: Year ended January 31, 2025 2024 2023 (in thousands) Depreciation Expense $ 17,107 $ 16,345 $ 13,404 Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: January 31, 2025 2024 (in thousands) Accrued expenses $ 37,187 $ 51,399 Reserve for losses on non-cancellable purchase commitments 11,928 30,054 Refundable customer deposits 17,201 16,588 Payroll and related expenses 12,064 16,018 Taxes payable 17,294 14,294 Customer funds 17,440 12,301 Other current liabilities 11,565 18,450 Total Accrued and Other Current Liabilities $ 124,679 $ 159,104 5. Leases The Company leases its office facilities under non-cancellable operating leases with various lease terms. The Company also leases certain office equipment under operating lease agreements. As of January 31, 2025, non-cancellable leases expire on various dates between fiscal years 2026 and 2030. Generally, the Company's non-cancellable leases include renewal options to extend the lease term from one to five years . The Company has not included any renewal options in its lease terms as these options are not reasonably certain of being exercised. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. 87 Table of Content As of January 31, 2025 and 2024, lease balances were as follows: January 31, 2025 2024 (in thousands) Operating leases Operating lease right-of-use assets $ 14,680 $ 15,362 Operating lease liabilities, current 4,636 4,485 Operating lease liabilities, noncurrent 15,267 17,350 Total operating lease liabilities $ 19,903 $ 21,835 The Company recognizes operating lease costs on a straight-line basis over the lease period. Lease expense for the years ended January 31, 2025, 2024, and 2023 was $ 5.1 million, $ 6.0 million, and $ 6.6 million, respectively. Operating lease costs for short-term leases and variable lease costs were not material during the years ended January 31, 2025, 2024 and 2023. In September 2023, and subsequently in January 2024, the Company implemented reorganizations which included restructuring charges related to a decision to exit and sublease or cease use of certain facilities to align with the Company’s plan to reduce its operating expense and increase efficiencies. Refer to Note 14, Restructuring , in the notes to the consolidated financial statements in this Annual Report for more information. Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2025 were as follows: (in thousands) Years Ending January 31, 2026 $ 5,890 2027 5,678 2028 4,825 2029 4,246 2030 2,477 Total undiscounted operating lease payments 23,116 Less: imputed interest ( 3,213 ) Total operating lease liabilities 19,903 Less: current portion of operating lease liabilities ( 4,636 ) Operating lease liabilities, noncurrent $ 15,267 Other supplemental information as of January 31, 2025 and 2024 was as follows: January 31, 2025 2024 Lease Term and Discount Rate Weighted-average remaining operating lease term (years) 4.2 4.9 Weighted-average operating lease discount rate 7.4 % 7.4 % Other supplemental cash flow information for the years ended January 31, 2025, 2024 and 2023 was as follows: Year ended January 31, 2025 2024 2023 (in thousands) Supplemental Cash Flow Information Cash paid for amounts in the measurement of operating lease liabilities $ 5,670 $ 6,760 $ 6,927 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. 88 Table of Content 6. Debt 2028 Convertible Notes The following table presents the Company’s convertible debt outstanding: Year Ended January 31, 2025 2024 (in thousands) Gross Amount $ 312,750 $ 300,000 Debt discount and issuance costs ( 15,658 ) ( 16,296 ) Carrying amount $ 297,092 $ 283,704 Estimated fair value using Level 2 fair value Inputs $ 233,000 $ 211,000 The following table presents the Company’s interest expense related to convertible debt: Twelve Months Ended January 31, 2025 2024 (in thousands) 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 _______________ (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. The Original Convertible Notes were sold in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act . The net proceeds from the sale of the Original Convertible Notes were approximately $ 294.0 million after deducting initial purchaser discounts and commissions and the Company’s offering expenses. The debt discount and issuance costs, net of accumulated amortization, are reported as a direct deduction from the face amount of the Original Convertible Notes. The Company expects to use the net proceeds for general corporate purposes. Prior to the Notes Amendment, the Original Convertible Notes bore interest at 3.50 % per annum, to the extent paid in cash (“Cash Interest”), or 5.00 % per annum, to the extent paid in kind through the issuance of additional Original Convertible Notes (“PIK Interest”). Interest is payable semi-annually in arrears on April 1st and October 1st of each year, beginning on October 1, 2022. The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof. The Original Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of the Company’s Common Stock or a combination thereof, at the Company’s election. The initial conversion rate was 41.6119 shares per $1,000 principal amount of the Original Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $ 24.03 per share. Under the terms of the Original Convertible Notes, prior to January 1, 2027, the Original Convertible Notes will be convertible at the option of the holders only upon the occurrence of specified events and during certain periods, and will be convertible on or after January 1, 2027, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Original Convertible Notes. 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 89 Table of Content 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; • 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; or • upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change or a transaction resulting in the Company’s Common Stock converting into other securities or property or assets. The Original Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time on or after April 21, 2025, and before the 41st scheduled trading day immediately before the maturity date. The redemption price will be equal to the aggregate principal amount of the Original Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, a holder may elect to convert its Original Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if the Original Convertible Notes are converted after they are called for redemption. Additionally, if the Company undergoes a fundamental change or a change in control transaction (each such term as defined in the indenture governing the Original Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their Original Convertible Notes. The fundamental change repurchase price will be 100 % of the capitalized principal amount of the Original Convertible Notes, while the change in control repurchase price will be 125 % of the capitalized principal amount of the Original Convertible Notes to be purchased, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the Original Convertible Notes includes a restrictive covenant that, subject to specified exceptions, limits the ability of the Company and its subsidiaries to incur secured debt in excess of $ 750.0 million. In addition, the indenture governing the Original Convertible Notes contains customary terms and covenants, including certain events of default in which case either the trustee or the holders of at least 25 % of the aggregate principal amount of the outstanding Original Convertible Notes may declare 100 % of the principal of, and accrued and unpaid interest, if any, on, all the Original Convertible Notes to be due and payable immediately. On October 24, 2023, the Original Convertible Notes were amended to (1) extend the maturity date from April 1, 2027 to April 1, 2028, (2) increase the Cash Interest rate to 7.0 % from 3.5 % and PIK Interest rate to 8.5 % from 5.0 %, (3) increase the initial conversion rate to 83.333 shares per $1,000 principal amount of the convertible notes from 41.6119 shares per $1,000 principal amount of the convertible notes, which represented a revised initial conversion price of approximately $ 12.00 per share, and (4) revise the make-whole table to reflect the revised terms of the convertible notes (herein, “2028 Convertible Notes”). Other than those previously stated, the terms of the 2028 Convertible Notes are not substantially different from the terms of Original Convertible Notes. The Company assessed the Notes Amendment for a debt extinguishment or modification in accordance with ASC 470-50, Debt Modifications and Extinguishments . As both the change in net present value of future cash flows of the 2028 Convertible Notes to that of the Original Convertible Notes and the change in fair value of the embedded conversion option of the 2028 Convertible Notes to that of the carrying value of the Original Convertible Notes immediately before modification resulted in a less than 10 % change, the amendment is regarded as a modification. The resulting increase in fair value of the embedded conversion option is recorded as an increase in debt discount, a contra-liability account, as well as the corresponding entry to additional paid-in-capital, in the consolidated balance sheets. Legal fees and other costs incurred with third parties that were directly related to the debt modification were expensed as incurred. 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. 90 Table of Content 2027 Revolving Credit Facility On July 27, 2023, the Company entered into a revolving credit agreement by and among the Company, ChargePoint, Inc. (the “Borrower”), certain subsidiaries of the Borrower as guarantors (the “Subsidiary Guarantors”), JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Credit Agreement”). The Credit Agreement provides for senior secured revolving credit facility in an initial aggregate principal amount of up to $ 150.0 million, with a maturity date of January 1, 2027 (the “2027 Revolving Credit Facility”). Pursuant to the Credit Agreement, the Borrower may from time to time arrange for one or more increases in the commitments under the 2027 Revolving Credit Facility in an aggregate principal amount not to exceed $ 150.0 million, subject to obtaining the consent of the lenders participating in any such increase. Up to $ 100.0 million of the 2027 Revolving Credit Facility may be used for the issuance of letters of credit. 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. 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. In addition, the Credit Agreement requires the Borrower to comply with a minimum total liquidity covenant to be not less than 150 % of the aggregate amount of the lender’s commitment under the Credit Agreement (“Total Liquidity”) which requires the Borrower to maintain, at all times, Total Liquidity equal to the sum of cash and cash equivalents held by the Borrower and the other loan parties at controlled accounts with the initial lenders under the Credit Agreement plus the aggregate unused amount of the commitments then available to be drawn under the 2027 Revolving Credit Facility. Borrowings under the 2027 Revolving Credit Facility may be denominated in U.S. dollars, Euros, or Pound Sterling. At the Company’s option, borrowings may bear interest at a rate per annum equal to either (a) an alternate base rate (for borrowings in U.S. dollars) plus a rate per annum of 1.75 %, (b) an adjusted SOFR term rate (for borrowings in U.S. dollars) plus a rate per annum of 2.75 %, (c) an adjusted EURIBOR rate (for borrowings in Euros) plus a rate per annum of 2.75 %, or (d) a daily simple “risk-free” rate (for borrowings in Pounds Sterling) plus a rate per annum of 2.75 %. The Company will pay commitment fees on the average daily unused amount of the 2027 Revolving Credit Facility at a rate per annum of 0.40 %. In addition, the Company will also pay participation fees on the average daily undrawn amount of outstanding letters of credit at a rate per annum of 2.25 %. 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 (as described above). As of January 31, 2025, the Borrower had no borrowings outstanding under the 2027 Revolving Credit Facility. 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 financing charge related to the 2027 Revolving Credit Facility: Twelve Months Ended January 31, 2025 2024 (in thousands) Amortization of debt issuance costs $ 851 $ 417 Commitment fees 610 315 Total financing charge $ 1,461 $ 732 7. Commitments and Contingencies Purchase Commitments Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities, and professional services under non-cancellable contracts. 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. 91 Table of Content Legal Proceedings The Company may be involved from time to time in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Class Action Litigation 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”). 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 On January 5, 2024, a ChargePoint stockholder purporting to act on behalf of the Company filed an action in the U.S. 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. 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. At this time, the Company is unable to predict the outcome or estimate the amount of loss or range of losses that could potentially result from these lawsuits. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying consolidated balance sheets. Guarantees and Indemnifications 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. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. 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, 92 Table of Content 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. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Letters of Credit 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. 8. Common Stock As of each of January 31, 2025 and 2024, the Company was authorized to issue 1,000,000,000 shares of Common Stock, with a par value of $ 0.0001 per share. There were 456,102,298 and 421,116,720 shares issued and outstanding as of January 31, 2025 and 2024, respectively. The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. 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 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. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into any other securities. There are no redemption or sinking fund provisions applicable to the Common Stock. At-the-Market Offering On July 1, 2022, ChargePoint filed a registration statement on Form S-3 (File No. 333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permits the Company to offer up to $ 1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”). As part of the Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $ 500.0 million of Common Stock pursuant to a sales agreement (the “ATM Facility”). 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 at the prevailing market prices for total proceeds of $ 10.2 million, net of $ 0.1 million of issuance costs. 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. 9. Stock Warrants Common Stock Warrants Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock. Immediately following the Merger, there were 38,761,031 Legacy Warrants outstanding which are classified as equity. 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. 93 Table of Content As of January 31, 2025, there were 34,499,436 Legacy Warrants outstanding which are classified as equity. January 31, 2025 Outstanding Warrants Expiration Date Number of Warrants Exercise Price Common Stock 20,922,215 $ 6.03 7/31/2030 – 8/4/2030 Common Stock 13,577,221 $ 9.04 11/16/2028 – 2/13/2029 Total outstanding common stock warrants 34,499,436 Private Placement Warrants 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, 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. On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant. As of January 31, 2025, there were zero Private Placement Warrants outstanding. January 31, 2022 February 26, 2021 (Merger Date) Market price of public stock $ 13.85 $ 30.83 Exercise price $ 11.50 $ 11.50 Expected term (years) 4.1 5.0 Volatility 70.5 % 73.5 % Risk-free interest rate 1.0 % 0.8 % Dividend rate 0.0 % 0.0 % Warrant Activity Activity of warrants is set forth below: Legacy Warrants Private Placement Warrants Total Common Stock Warrants Outstanding as of January 31, 2024 34,499,436 — 34,499,436 Warrants Exercised — — — Outstanding as of January 31, 2025 34,499,436 — 34,499,436 10. Equity Plans and Stock-Based Compensation The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations: Year Ended January 31, 2025 2024 2023 (in thousands) Cost of revenue $ 5,102 $ 6,154 $ 4,351 Research and development 37,050 50,935 37,967 Sales and marketing 15,875 22,934 17,393 General and administrative 17,624 37,314 33,639 Total stock-based compensation expense $ 75,651 $ 117,337 $ 93,350 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. 94 Table of Content 2021 Employee Stock Purchase Plan On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15 % of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85 % of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date of each purchase period. A participant may purchase a maximum of 10,000 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be refunded any accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. 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. During the year ended January 31, 2025, the Company's employees purchased 3,033,281 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $ 1.42 per share, with proceeds of $ 4.3 million. During the year ended January 31, 2024, the Company’s employees purchased 1,273,933 shares of its Common Stock under the 2021 ESPP. 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 On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”). Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number equal to the lesser of (a) 5 % of the total number of shares of Common Stock actually issued and outstanding on the last day of the preceding month and (b) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2025, 31,665,417 shares of Common Stock were available under the 2021 EIP. There were no options granted for the year ended January 31, 2025. Restricted Stock Units The 2021 EIP provides for the issuance of RSUs to employees and directors. A summary of activity of RSUs under the 2021 EIP at January 31, 2025 and changes during the periods then ended is presented in the following table: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2024 28,416,127 $ 7.35 RSU granted 36,682,671 $ 1.40 RSU vested ( 15,069,295 ) $ 4.95 RSU forfeited ( 13,412,422 ) $ 6.02 Outstanding as of January 31, 2025 36,617,081 $ 2.86 The total grant date fair value of RSUs vested during the year ended January 31, 2025, 2024 and 2023 were $ 74.6 million, $ 84.5 million, and $ 58.4 million, respectively. Performance Restricted Stock Units Pursuant to the 2021 EIP, the Company grants PRSUs to certain officers, including the Company’s Chief Executive Officer. 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 95 Table of Content 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: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of January 31, 2024 3,147,782 $ 6.79 PRSU granted 2,544,750 $ 1.10 PRSU forfeited ( 1,959,352 ) $ 7.78 Outstanding as of January 31, 2025 3,733,180 $ 2.39 2017 Plan and 2007 Plan In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). No further awards will be granted under the 2017 and 2007 Plans. As of January 31, 2025, 2,285,112 shares and 420,812 shares of Common Stock remain reserved for outstanding awards issued under the 2017 and 2007 Plans, respectively. 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. Stock Options Activity A summary of option activity under the 2017 and 2007 Plans at January 31, 2025 and changes during the periods then ended is presented in the following table: Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2024 11,396,756 $ 0.74 4.8 $ 13,276 Exercised ( 8,590,468 ) $ 0.72 Cancelled ( 100,364 ) $ 0.75 Outstanding as of January 31, 2025 2,705,924 $ 0.77 3.9 $ 528 Options vested and expected to vest as of January 31, 2025 2,705,924 $ 0.77 3.9 $ 528 Exercisable as of January 31, 2025 2,705,924 $ 0.77 3.9 $ 528 The Company did not grant any options during the years ended January 31, 2025 and 2024. The total fair value of options vested during the years ended January 31, 2025, 2024, and 2023 was $ 0.2 million, $ 46.3 million, and $ 2.0 million, respectively. Determination of Fair Value The Company records stock-based compensation based on the grant date fair value of the equity instruments issued to employees and uses different appropriate methods to establish the fair value depending on the features of the awards. The grant date fair value of RSUs equals the fair market value of the Company’s Common Stock on the grant date. The Company utilizes the Black-Scholes option-pricing model to establish the fair value of stock options and ESPP, and the Monte Carlo simulation model to establish the fair value of PRSUs containing a market condition. The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2025, 2024 and 2023 were as follows: Year Ended January 31, 2025 2024 2023 Expected volatility 83.2 % - 100.3 % 62.3 % - 70.8 % 64.9 % - 72.2 % Risk-free interest rate 3.5 % - 5.2 % 4.5 % - 5.4 % 0.8 % - 3.6 % Dividend rate 0.0 % 0.0 % 0.0 % Expected term (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 96 Table of Content • Expected volatility: The expected volatility was determined by using a blended volatility approach of historical volatility and implied volatility. • Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. • Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock. • Expected term: The expected term represents the length of time the ESPP rights under each purchase period are outstanding. 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 % Expected term (in years) 1.1 - 3.07 0.9 - 3.1 0.3 - 4.8 • Expected volatility: The expected volatility was determined using a blended volatility approach of historical volatility and implied volatility. • Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury Constant Maturities yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the options. • Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its Common Stock. • Expected term: The expected term input for the award with a market condition is based upon the derived service period (“DSP”). The DSP represents the duration of the median of the distribution of stock-price paths on which the market condition is satisfied. 11. Income Taxes The components of net loss before income taxes were as follows: Year Ended January 31, 2025 2024 2023 (in thousands) Domestic $ ( 277,823 ) $ ( 457,788 ) $ ( 342,999 ) Foreign 5,129 158 ( 4,276 ) Net loss before income taxes $ ( 272,694 ) $ ( 457,630 ) $ ( 347,275 ) 97 Table of Content The components of the provision for (benefit from) income taxes were as follows: Year Ended January 31, 2025 2024 2023 (in thousands) Current Federal $ 61 $ 218 $ — State 13 17 44 Foreign 3,998 1,942 1,345 Total current $ 4,072 $ 2,177 $ 1,389 Deferred Federal $ — $ — $ 1 State — — — Foreign 300 ( 2,198 ) ( 3,557 ) Total deferred 300 ( 2,198 ) ( 3,556 ) Total provision for (benefit from) income taxes $ 4,372 $ ( 21 ) $ ( 2,167 ) A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate was as follows: Year Ended January 31, 2025 2024 2023 Tax at federal statutory rate 21.0 % 21.0 % 21.0 % Stock-based compensation ( 7.6 %) ( 2.6 %) — % Change in valuation allowance ( 13.4 %) ( 19.5 %) ( 18.9 %) Research and development tax credits 0.4 % 0.6 % 0.8 % Section 162(m) executive compensation limitation — % — % ( 1.2 ) % Other ( 2.0 ) % 0.6 % ( 1.1 ) % Effective tax rate ( 1.6 ) % 0.1 % 0.6 % The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2025 and 2024 were as follows: Year Ended January 31, 2025 2024 (in thousands) Deferred tax assets: Net operating losses $ 278,637 $ 246,396 Research & development credits 44,047 42,541 Deferred revenue 33,188 27,788 Accruals and reserves 44,577 42,678 Stock-based compensation 3,860 15,300 Operating lease liabilities 5,024 5,524 Capitalized research & development expense 78,632 69,070 Interest expense limitation 8,550 4,601 Total deferred tax assets 496,515 453,898 Less: valuation allowance ( 486,356 ) ( 439,447 ) Deferred tax liabilities: Depreciation and amortization ( 345 ) ( 557 ) Operating lease right-of-use assets ( 3,706 ) ( 3,886 ) Acquired intangible assets ( 15,598 ) ( 18,985 ) Deferred commission ( 2,347 ) ( 2,275 ) Total deferred tax liabilities ( 21,996 ) ( 25,703 ) Net deferred tax assets (liabilities) $ ( 11,837 ) $ ( 11,252 ) 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. 98 Table of Content 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. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the Company’s historical operating losses in the United States (“US”), the Company believes that it is more likely than not that the US deferred taxes will not be realized; accordingly, the Company has recorded a full valuation allowance on its net US deferred tax assets as of January 31, 2025 and 2024. The valuation allowance increased by $ 46.9 million, $ 110.7 million, and $ 88.2 million during the years ended January 31, 2025, 2024, and 2023, respectively, primarily driven by losses, capitalized research and development expenses, and tax credits generated in the United States. As of January 31, 2025, the Company had federal and California state net operating loss (“NOL”) carryforwards of $ 1,048.6 million and $ 436.9 million, respectively, of which $ 859.9 million of the federal NOL carryforwards can be carried forward indefinitely. The federal and California state net operating loss carryforwards begin to expire in 2028 and 2029, respectively. In addition, the Company had NOLs for other states of $ 461.3 million, which expire beginning in the year 2025. As of January 31, 2025, the Company had federal and California state research credit carryforwards of $ 41.2 million and $ 40.8 million, respectively. The federal credit carryforwards will begin to expire in 2038. The California research credit carryforwards can be carried forward indefinitely. Under Internal Revenue Code Section 382 (“Section 382”), the Company’s ability to utilize NOL carryforwards or other tax attributes such as research tax credits, in any taxable year may be limited if the Company experiences, or has experienced, an “ownership change.” A Section 382 ownership change generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. The Company completed its Section 382 analysis and determined it had experienced ownership changes in some periods through January 31, 2025. As a result of the ownership changes, approximately $ 17.1 million of Federal NOLs, $ 17.5 million of California NOLs, and $ 4.7 million of federal tax credits are expected to expire unutilized for income tax purposes. Subsequent ownership changes may affect the limitation in future years. The following table summarizes the activity related to unrecognized tax benefits as follows: Year Ended January 31, 2025 2024 2023 (in thousands) Unrecognized tax benefits - beginning $ 32,093 $ 25,762 $ 19,238 Gross changes - prior period tax position ( 103 ) — 109 Gross changes - current period tax position 3,543 6,331 6,415 Unrecognized tax benefits — ending $ 35,533 $ 32,093 $ 25,762 As of January 31, 2025, the Company had unrecognized tax benefits of $ 35.5 million, which would not impact the effective tax rate, if recognized, due to the valuation allowance. The unrecognized tax benefits are related to activities which the Company believes qualify for research and development tax credits. The Company does not expect its unrecognized tax benefits will significantly change over the next twelve months. The Company recognizes interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecognized tax benefits. The Company is subject to income taxes in United States federal and various state, local, and foreign jurisdictions. The fiscal years from 2008 to 2024 remain open to examination due to the carryover of unused net operating losses or tax credits. The Company intends to indefinitely reinvest the undistributed earnings of its foreign subsidiaries in those operations. Therefore, the Company has not accrued any provision for taxes associated with the repatriation of undistributed earnings from its foreign subsidiaries as of January 31, 2025. The amount of unrecognized deferred tax liability on these undistributed earnings was not material as of January 31, 2025. 12. 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 99 Table of Content 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: Year Ended January 31, 2025 2024 2023 (in thousands) United States $ 299,999 $ 380,067 $ 373,736 Rest of World 117,084 126,572 94,358 Total revenue $ 417,083 $ 506,639 $ 468,094 Long-lived assets by geographic area were as follows: January 31, 2025 2024 (in thousands) United States $ 55,198 $ 65,468 Netherlands 54,000 66,241 Rest of World 7,018 6,654 Total long-lived assets $ 116,216 $ 138,363 13. Basic and Diluted Net Loss per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2025, 2024, and 2023: Year Ended January 31, 2025 2024 2023 (in thousands, except share and per share data) Numerator: Net income (loss) $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 ) Net loss attributable to common stockholders - Basic $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 ) Net loss attributable to common stockholders - Diluted $ ( 277,066 ) $ ( 457,609 ) $ ( 345,108 ) Denominator: Weighted average common shares outstanding 433,489,800 375,543,916 338,576,326 Less: Weighted-average unvested restricted shares and shares subject to repurchase — ( 14,033 ) ( 87,659 ) Weighted average shares outstanding - Basic 433,489,800 375,529,883 338,488,667 Weighted average shares outstanding - Diluted 433,489,800 375,529,883 338,488,667 Net loss per share - Basic $ ( 0.64 ) $ ( 1.22 ) $ ( 1.02 ) Net loss per share - Diluted $ ( 0.64 ) $ ( 1.22 ) $ ( 1.02 ) 100 Table of Content 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: Year Ended January 31, 2025 2024 2023 2028 Convertible Notes (on an as-converted basis) 26,062,490 24,999,990 12,483,569 Options to purchase common stock 2,705,924 11,396,756 17,600,524 Restricted stock units 36,617,081 28,416,127 12,935,413 Unvested early exercised common stock options — 665 40,555 Common stock warrants 34,499,436 34,499,436 34,499,436 Employee stock purchase plan 8,442,250 9,348,659 1,835,659 Total potentially dilutive common share equivalents 108,327,181 108,661,633 79,395,156 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. 14. 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 In January 2024, the Company implemented a reorganization plan to reduce its operating expenses and further increase efficiencies (the “January 2024 Reorganization”). The January 2024 Reorganization entailed a reduction in force of approximately 223 employees, or 12 % of the Company’s global workforce and other actions to reduce expenses. 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. 101 Table of Content 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: Severances and employment-related termination costs Facility and other contract terminations Total (in thousands) Cost of revenue $ 632 $ — $ 632 Research and development 7,540 — 7,540 Sales and marketing 500 — 500 General and administrative 1,274 2,708 3,982 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 In September 2023, the Company implemented a reorganization plan to reduce its operating expenses and increase efficiencies (the “September 2023 Reorganization”). The Reorganization entailed a reduction in force of approximately 168 employees, or 10 % of the Company’s global workforce at the time, and other actions to reduce expenses. 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. 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: Severances and employment-related termination costs Facility and other contract terminations Total (in thousands) Cost of revenue $ 996 $ — $ 996 Research and development 4,183 — 4,183 Sales and marketing 1,343 — 1,343 General and administrative 890 8,189 9,079 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. 15. 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. 102 Table of Content 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. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.