What changed in this filing

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Item 1A. Risk Factors

2026-04-02 compared with 2025-03-28 · 389 added, 316 removed, 684 unchanged (51% of the section changed)

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• ChargePoint operates in the early-stage market of electric vehicle (“EV”) adoption and has a history of losses and negative cash flows from operating activities, and expects to incur significant expenses and continuing losses for the near term.

• If ChargePoint fails to regain compliance with the listing standards of the New York Stock Exchange, it could result in the delisting of ChargePoint’s Common Stock and adversely affect the market price and liquidity of ChargePoint’s Common Stock.

• ChargePoint operates in a dynamic and rapidly evolving industry.

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• ChargePoint’s future growth and success is highly dependent upon the continuing adoption of EVs for passenger and fleet applications.

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• ChargePoint currently faces intense competition and expects to face significant competition in the future as the market for EV charging develops.

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• ChargePoint has expanded operations internationally, particularly in Europe, which will expose it to additional tax, compliance, market and other risks.

• Some members of ChargePoint’s management have limited experience in operating a public company.

• ChargePoint’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators.

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“2028 Convertible Notes”) will, and any additional capital raised through the sale of equity or any future convertible securities ChargePoint may issue could, dilute existing stockholders’ ownership.

• ChargePoint has entered into a 2027 Revolving Credit Facility that imposes certain restrictions on its business and operations that may affect its ability to operate its business and make payments on its indebtedness.

• ChargePoint may need to raise additional funds and these funds may not be available when needed or may not be available on terms that are favorable to ChargePoint.

• ChargePoint has incurred substantial indebtedness that may decrease its business flexibility, access to capital, and/or increase its borrowing costs, and ChargePoint may still incur substantially more debt, which may adversely affect its operations and financial results.

• ChargePoint is highly reliant on its networked charging solution and information technology systems and data, and those of its service providers and component suppliers, any of which systems and data may be subject to cyber-attacks, service disruptions or other security incidents, which could result in data breaches, loss or interruption of services, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences.

• Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, which could harm ChargePoint’s business.

• Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt ChargePoint’s business, dilute stockholder value and adversely affect its results of operations and financial condition.

• ChargePoint’s business is subject to risks associated with natural disasters and the adverse effects associated with climate change, including earthquakes, wildfires or other types of natural disasters or resource shortages, including public safety power shut-offs that have occurred and may continue to occur in California, the effects of which could disrupt and harm its operations and those of ChargePoint’s customers.

• ChargePoint has never paid cash dividends on its capital stock and does not anticipate paying dividends in the foreseeable future.

• The price of ChargePoint’s Common Stock may be subject to wide fluctuations and purchasers of ChargePoint’s Common Stock could incur substantial losses.

• The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating costs of EVs and EV charging stations.

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• ChargePoint’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.

• ChargePoint previously identified material weaknesses in its internal control over financial reporting.

If ChargePoint identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements contained within ChargePoint’s consolidated financial statements or cause ChargePoint to fail to meet its periodic reporting obligations.

• ChargePoint is highly reliant on its networked charging solution and information technology systems and data, and those of its service providers and component suppliers;

any of these systems and data may be subject to cyber-attacks, service disruptions or other security incidents, which could result in data breaches, loss or interruption of services, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences.

• Future sales of ChargePoint’s common stock (“Common Stock”) in the public market, or the perception that such sales may occur, could reduce ChargePoint’s stock price, and any conversions of the 2028 Convertible Notes will, and any additional capital raised through the sale of equity or any future convertible securities ChargePoint may issue could, dilute existing stockholders’ ownership.

• ChargePoint has entered into the 2025 Credit Agreement, which imposes certain restrictions on its business and operations that may affect its ability to operate its business and make payments on its indebtedness.

• ChargePoint may need to raise additional funds to support its operations and these funds may not be available when needed or may not be available on terms that are favorable to ChargePoint.

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• ChargePoint has never paid cash dividends on its capital stock and does not anticipate paying dividends in the foreseeable future.

• The price of ChargePoint’s Common Stock may be subject to wide fluctuations and purchasers of ChargePoint’s Common Stock could incur substantial losses.

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Risks Related to ChargePoint’s Business

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There can be no assurance that it will be able to achieve or maintain profitability in the future.

ChargePoint’s potential profitability is particularly dependent upon the continued adoption of EVs by consumers and fleet operators and the widespread adoption of electric fleets and other electric transportation modalities, each of which are still in the very early stages of adoption and may not occur with the volume and timing that ChargePoint expects.

ChargePoint’s potential profitability is particularly dependent upon the continued adoption of EVs by consumers and fleet operators and the widespread adoption of electric fleets and other electric transportation modalities, each of which are still in the early stages of widespread adoption and may not occur with the volume and timing that ChargePoint expects.

For instance, the North American EV market has recently suffered a substantial decline in the sale of new EVs since the termination of the $7,500 U.S.

federal tax credit in September 2025, resulting in quarterly declines of new EVs sold as compared to the same quarters in the prior year.

Any prolonged decrease in demand for new EVs or networked charging systems (“Networked Charging Systems”), or any delays in discretionary purchases of EV infrastructure, such as charging stations, by commercial, fleet or residential consumers may result in slowing growth or decreased revenue for ChargePoint which may adversely affect its gross margins and could materially adversely affect ChargePoint’s business and results of operations.

ChargePoint operates in a dynamic and rapidly evolving industry.

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ChargePoint may not be able to adapt to the dynamic nature of the evolving EV mobility industry, sustain the pace of improvements to its products successfully, manage its growth successfully or implement systems, processes, and controls in an efficient or timely manner or in a manner that does not negatively affect the results of its operations.

ChargePoint has a relatively short history operating its business at its current scale.

The growth and expansion of its business has placed and continues to place a significant strain on management, operations, financial infrastructure and corporate culture.

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In addition, ChargePoint’s future growth rate is subject to a number of uncertainties, such as general economic and market conditions.

In particular, ChargePoint has limited experience operating its business at its current scale under economic conditions characterized by high inflation or in recessionary or uncertain economic environments.

In particular, ChargePoint has limited experience operating its business at its current scale under economic conditions characterized by high inflation, imposition of domestic and foreign tariffs, or in recessionary or uncertain economic environments.

General economic and market conditions, consumer preferences, market demand, governmental and legislative initiatives or lack thereof, may diminish the rate of EV adoption or result in delays by EV manufacturers to transition their manufacturing to mostly or exclusively electric vehicles or cause EV manufacturers to eliminate their plans to transition to predominately EV manufacturing, and if such factors exist or persist, the demand for ChargePoint’s products and services could be adversely affected.

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ChargePoint’s future financial performance and success depend in large part on its management team’s ability to successfully implement its business strategy.

ChargePoint’s management team may not successfully implement its business strategy or be able to continue improving ChargePoint’s operating results.

In particular, ChargePoint’s management team may not be able to successfully execute ongoing, or any future, operational efficiency programs or operating cost savings initiatives, customer satisfaction and product performance initiatives or implement ChargePoint’s strategic software platform initiatives.

Implementation of ChargePoint’s business strategy may be impacted by factors outside of its control, including competition, national and international automotive industry trends,

ChargePoint’s management team may not successfully implement its business strategy or be able to

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component price fluctuations, industry, legal and regulatory changes or developments and general economic and political conditions.

continue improving ChargePoint’s operating results.

Implementation of ChargePoint’s business strategy may be impacted by factors outside of its control, including competition, national and international automotive industry trends, component price fluctuations, industry, legal and regulatory changes or developments and general economic and political conditions.

Furthermore, ChargePoint may decide to alter or discontinue certain aspects of its business strategy at any time.

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In addition, there are multiple competitors in North America and Europe with limited funding, which could cause poor user experiences, hampering overall EV adoption or trust in any particular provider.

In addition, there are other means for charging EVs, which could affect the level of demand for onsite charging capabilities at businesses.

For example, Tesla Inc.

has opened its supercharger network up to non-Tesla EVs, which could reduce overall demand for EV charging at other sites, including those using ChargePoint’s networked charging stations.

In addition, many of the major EV manufacturers have recently announced the adoption of the SAE J3400, formerly known as North American Charging Standard or NACS as the standard charging port for their future EV models.

Widespread adoption of NACS by EV manufacturers may mean use of EV charging networks, including ChargePoint’s, that historically make use of other charging port standards, less desirable in the future unless owners or operators of such charging stations retrofit or upgrade their charging stations to be NACS enabled.

There are other means for charging EVs, which could affect the level of demand for onsite charging capabilities at businesses.

In addition to competition from established EV charging station network providers, third-party contractors can provide basic electric charging capabilities to potential customers seeking to have on-premises EV charging capability or individual customers seeking home charging.

Finally, many EV charging manufacturers, including ChargePoint, are offering home charging equipment, which could reduce demand for on premise charging capabilities of potential customers and reduce the demand for onsite charging capabilities if EV owners find charging at home to be sufficient.

Finally, many EV charging manufacturers, including ChargePoint, are offering home charging equipment, which could reduce demand for commercial charging capabilities of potential customers and reduce the demand for commercial charging capabilities if EV owners find charging at home to be sufficient.

Further, ChargePoint’s current or potential competitors may be acquired by third-parties with greater available resources, may have ready access to the capital markets for additional funding, or may operate in lower cost manufacturing or development geographies, such as Asia or Latin America.

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In light of these factors, even if ChargePoint believes its offerings are more effective and higher quality than those of its competitors, current or potential customers may purchase its competitor’s solutions if they are less expensive or more widely available.

If ChargePoint fails to adapt to changing market conditions or continue to compete successfully with current EV charging station providers or new competitors, its growth and revenue will be limited which would adversely affect its business and results of operations.

If ChargePoint fails to adapt to changing market conditions or compete successfully with existing EV charging station providers or new competitors, its growth and revenue will be limited which would adversely affect its business and results of operations.

ChargePoint’s business, operating efficiency and competitive position may be adversely affected if it does not successfully identify, develop, integrate and deploy artificial intelligence and other advanced automation technologies in a timely, effective and compliant manner.

The EV charging industry, energy infrastructure markets and enterprise software ecosystems in which ChargePoint operates are experiencing rapid technological change, including increased adoption of artificial intelligence (“AI”), machine learning, advanced analytics and automation across product development, network operations, customer support, billing, fraud detection, cybersecurity, manufacturing, logistics and other business processes.

To remain competitive and operate efficiently at scale, ChargePoint may need to incorporate such technologies into its products, services and internal systems.

Failure to do so could place ChargePoint at a competitive disadvantage, reduce operating efficiency, increase costs, limit the functionality or performance of its solutions, or impair its ability to meet customer, regulatory or partner expectations.

ChargePoint has implemented, and intends to implement in the future, initiatives to deploy AI technologies, agentic AI solutions and AI-enabled capabilities in its ChargePoint Platform, eMSP driver application, customer support solutions and in internal enterprise systems.

However, successfully adopting and implementing AI technologies involves significant operational, technical, financial and organizational challenges, including assessing appropriate use cases;

ensuring data quality, availability and governance;

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AI‑enabled capabilities into legacy systems and complex workflows;

managing dependencies on third‑party technology providers;

recruiting and retaining specialized personnel;

and establishing appropriate oversight, controls and risk management processes.

ChargePoint may incur substantial costs and devote significant management attention to these efforts, and AI‑related initiatives may not be completed on schedule, operate as intended or deliver anticipated benefits.

In addition, evolving cybersecurity, data privacy, regulatory and stakeholder requirements may constrain or delay deployment or require costly modifications.

If ChargePoint is unable to successfully implement AI‑enabled capabilities while competitors or partners do so more effectively, it may experience reduced demand for its solutions, pricing pressure, loss of market share, higher operating costs, reduced margins or slower growth, any of which could adversely affect its business, results of operations and financial condition.

If ChargePoint is unable to accurately anticipate market demand for its products, ChargePoint may have difficulty managing its production and inventory and ChargePoint's operating results could be harmed.

ChargePoint derives a substantial portion of its overall revenue from the sale of networked charging systems.

ChargePoint derives a substantial portion of its overall revenue from the sale of its Networked Charging Systems.

ChargePoint believes the penetration of EVs in the United States and Europe is heavily reliant on EV availability, consumer adoption of EVs, the availability and reliability of EV infrastructure and government mandates and incentive programs tied to EV adoption.

Any sustained downturn in demand for EVs or EV infrastructure, such as decreased demand in EV charging stations, would harm ChargePoint’s business.

For example, increased interest rates, an overall slowdown in economic activity, a recession or the possibility of a recession in the United States or Europe may decrease overall demand for EVs or EV infrastructure such as ChargePoint’s networked charging systems.

Any prolonged decrease in demand for networked charging systems, or any delays in discretionary purchases of EV infrastructure, such as charging stations, by commercial, fleet or residential consumers may result in slowing growth or decreased

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revenue for ChargePoint which may adversely affect its gross margins and could materially adversely affect ChargePoint’s business and results of operations.

For example, increased interest rates, an overall slowdown in economic activity, a recession or the possibility of a recession in the United States or Europe, elimination of government mandates and incentive programs, and increased tariffs, especially those targeted at the automotive industry may decrease the overall demand for EVs or EV infrastructure such as ChargePoint’s Networked Charging Systems.

For instance, the North American EV market has recently suffered a substantial decline in the sale of new EVs since the termination of the $7,500 U.S.

federal tax credit in September 2025, resulting in quarterly declines of new EVs sold as compared to the same quarters in the prior year.

Any prolonged decrease in demand for new EVs or Networked Charging Systems, or any delays in discretionary purchases of EV infrastructure, such as charging stations, by commercial, fleet or residential consumers may result in slowing growth or decreased revenue for ChargePoint which may adversely affect its gross margins and could materially adversely affect ChargePoint’s business and results of operations.

ChargePoint seeks to maintain sufficient levels of inventory in order to avoid supply interruptions and keep sufficient amounts of finished products on hand while also avoiding accumulating excess inventory which increases working capital needs and lowers gross margin.

In recent quarters, ChargePoint has maintained elevated levels of inventory, and ChargePoint is also preparing for the introduction of its next generation AC and DC Networked Charging System models, which increases the complexity of inventory management and heightens the risk that certain existing products or components may become excess, obsolete, or subject to inventory write‑downs.

To ensure adequate inventory supply and manage ChargePoint's operations with its third-party manufacturers and suppliers, ChargePoint forecasts material requirements and demand for its products in order to predict future inventory needs and then places orders with its suppliers based on these predictions.

ChargePoint's ability to accurately forecast demand for its products could be negatively affected by many factors, including rapid or slowing growth, failure to accurately manage ChargePoint's expansion strategy, new product introductions by ChargePoint or its competitors, an increase or decrease in customer demand for ChargePoint products, ChargePoint's failure to accurately forecast customer acceptance of new products, unanticipated changes in general market conditions or regulatory matters, and the weakening of economic conditions or consumer confidence in future economic conditions.

The introduction of new AC and DC products may further increase these risks, as demand for legacy products may decline more rapidly than anticipated, channel partners or customers may delay purchases in anticipation of newer offerings, or certain components or finished goods may not be usable across product generations.

In addition, the majority of ChargePoint’s products are sold through its channel partners, distributors and resellers and, as a result, ChargePoint is highly reliant on the sales forecasting, sell-through activities and inventory management of its channel partners.

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As a result, additional supplies or materials may not be available on terms that are acceptable to ChargePoint or at all, and ChargePoint's third-party manufacturers and suppliers may not be able to allocate sufficient capacity in order to meet ChargePoint's increased requirements, any of which could have an adverse effect on ChargePoint’s ability to meet customer demand for its products and results of operations.

ChargePoint has in the past experienced fluctuating demand for certain product lines which led to excess inventory that caused ChargePoint to write down, sell at prices lower than expected or discard such inventory.

If ChargePoint is not successful in managing its inventory, ChargePoint's business, financial condition and results of operations could be adversely affected.

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ChargePoint relies on a third-party channel partner network of distributors and resellers to generate a substantial amount of its revenue and failure on the part of ChargePoint to continue to develop and expand this network may have an adverse impact on its business and prospects for growth.

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Similarly, ChargePoint’s channel partners have no obligations to renew their agreements with ChargePoint on commercially reasonable terms or at all, and certain of the agreements governing these relationships may be terminated by either party at any time, with no or limited notice.

If ChargePoint’s channel partners choose to place greater emphasis on products of their own or those offered by ChargePoint’s competitors or as a result of an acquisition, competitive factors or for other reasons do not continue to market and sell ChargePoint’s solutions in an effective manner or at all, ChargePoint’s ability to grow its business and sell its products may be adversely affected.

Further, in May 2025, ChargePoint announced a strategic partner relationship with Eaton Corporation (“Eaton”), an industry leading power management company, to facilitate sales and distribution of ChargePoint’s products and services through Eaton’s channel network, as well as collaborate on new product development to optimize value to end users.

The utilization of the Eaton’s channel network may result in higher concentration of a material amount of channel sales through Eaton’s network, with ChargePoint continuing to maintain relationships with channel distributors, including in training and sales support.

If ChargePoint fails to execute or perform its obligations under the strategic relationship or Eaton fails to meet its sales targets, execute marketing strategies, or successfully execute sales processes, ChargePoint’s reputation, customer relationships, revenue and financial performance could be adversely affected.

If ChargePoint’s channel partners choose to place greater emphasis on products of their own or those offered by ChargePoint’s competitors or as a result of an acquisition, competitive factors, ChargePoint’s strategic channel partnership, or for other reasons do not continue to market and sell ChargePoint’s solutions in an effective manner or at all, ChargePoint’s ability to grow its business and sell its products may be adversely affected.

In addition, ChargePoint’s failure to recruit additional channel partners, or any reduction or delay in their sales of ChargePoint solutions and subscriptions, including because of economic uncertainty, or due to conflicts between channel sales and ChargePoint’s direct sales force may harm ChargePoint’s results of operations.

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ChargePoint is substantially dependent on its channel partners and direct sales force to obtain new customers.

ChargePoint may not be able to recruit, hire and retain a sufficient number of sales personnel, which may adversely affect its ability to expand its sales

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capabilities.

ChargePoint must expend considerable time, effort and cost to train and support its channel partners’ sales forces and there is no guarantee that such efforts will be successful or result in an increase of sales of ChargePoint products or an increase in its revenues.

If ChargePoint is unable to successfully train and develop the sales forces of its channel partners, including its strategic channel partnership, or if ChargePoint fails to adequately execute on such arrangements, ChargePoint’s revenues may suffer which would adversely affect its business and results of operations.

Additionally, ChargePoint may not be able to recruit, hire and retain a sufficient number of sales personnel, which may adversely affect its ability to expand its sales capabilities.

New hires require significant training and time before they achieve full productivity, particularly in new sales territories.

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In addition, the purchase of ChargePoint products and services is often discretionary and typically involves a significant commitment of capital and other resources.

The United States, the European Union (“EU”), and the United Kingdom have recently experienced historically high levels of inflation.

In response to recent high levels of inflation and recession fears, the U.S.

Federal Reserve, the European Central Bank, and the Bank of England have in the recent past raised and have indicated they may maintain higher interest rates and implement fiscal policy interventions.

The United States, the European Union (“EU”), and the United Kingdom have experienced recently higher levels of inflation.

In response, and due to recession fears, the U.S.

Federal Reserve, the European Central Bank, and the Bank of England have in the past raised and have indicated they may maintain higher interest rates and implement fiscal

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policy interventions.

While these interventions have resulted in lowering inflation in recent quarters, there is no guarantee that these measures will maintain lower inflation and it may be necessary for central banks to increase interests rates again in the future in the event high levels of inflation resume.

These actions may also reduce economic growth rates, create a recession, and have other similar effects.

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

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

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

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

In February 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”).

Following the Supreme Court’s decision, the U.S.

federal government announced its intention to implement new tariffs and surcharges of up to 15% on imports from many of the same countries previously subject to IEEPA under separate authority, including Section 122 of the Trade Act of 1974.

There remains substantial uncertainty regarding the duration of existing and newly announced tariffs and surcharges, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on ChargePoint’s business.

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

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

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

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

A downturn in macroeconomic conditions, including a resumption in the rise of inflation and interest rates;

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global political and economic uncertainty;

geopolitical tensions, such as the ongoing Russia-Ukraine conflict, conflicts in the Middle East and the possibility of trade war, conflict or sanctions between the United States and China;

geopolitical tensions, such as the ongoing Russia-Ukraine conflict, ongoing conflicts in the Middle East involving the United States, Iran, Israel and other Gulf States and conflict or sanctions between the United States and China;

a lack of availability of credit;

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Such shortages or delays could adversely impact ChargePoint’s suppliers’ ability to meet ChargePoint’s demand requirements.

Disruptions in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers have in the past and may in the future result in additional costs and, to a lesser extent, component shortages, and have led to fluctuations in EV sales in markets around the world.

Increased demand for personal electronics and trade restrictions that affect raw materials have contributed in the past and may in the future result in a shortfall of semiconductor chips, which has caused additional supply challenges both within and outside of ChargePoint’s industry.

Supply chain challenges, component shortages and heightened logistics costs have previously

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adversely affected ChargePoint’s gross margins and may do so again in the future.

Disruptions in the manufacturing, delivery and overall supply chain of EV manufacturers and suppliers have in the past and may in the future result in additional costs and, to a lesser extent, component shortages, and have led to fluctuations in EV sales in markets around the world.

Increased demand for personal electronics and trade restrictions that affect raw materials have contributed in the past and may in the future result in a shortfall of components and supplies, such as semiconductor chips, which has caused supply challenges both within and outside of ChargePoint’s industry.

Supply chain challenges, component shortages and heightened logistics costs have previously adversely affected ChargePoint’s gross margins and may do so again in the future.

ChargePoint may need to incur additional costs to expedite delivery of components and replacement parts used in charging stations or in providing installation or maintenance services or to proactively increase inventory.

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ChargePoint may also experience significant interruptions of its manufacturing operations, delays in its ability to deliver products, or increased costs as a result of:

• the failure or inability to accurately forecast demand and obtain sufficient quantities of quality raw materials or replacement parts on a cost-effective basis;

• volatility in the availability and cost of materials or services, including rising prices due to inflation, imposition of tariffs, or sanctions or any trade wars with countries that are critical to ChargePoint’s supply chain or contract manufacturing partners such as Mexico, China and Taiwan;

• the failure or inability to accurately forecast demand and obtain sufficient quantities of components, materials or replacement parts on a cost-effective basis;

• volatility in the availability and cost of materials or services, including rising prices due to inflation, imposition of tariffs, sanctions or any trade wars with countries that are critical to ChargePoint’s supply chain or contract manufacturing partners such as Mexico, China and Taiwan;

• shipment delays due to transportation interruptions or capacity constraints, such as reduced availability of air, shipping or ground transport or port closures;

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• information technology or infrastructure failures, including those of a third party supplier or service provider;

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• natural disasters or other events beyond ChargePoint’s control (such as earthquakes, utility interruptions, tsunamis, hurricanes, typhoons, floods, storms or extreme weather conditions, fires, regional economic downturns, regional or global health epidemics);

• geopolitical turmoil, including the ongoing invasion of Ukraine by Russia and conflicts in the Middle East, rising political tensions with China or increased trade restrictions between the United States, Russia, China and other countries, social unrest, political instability, terrorism, or other acts of war which may further adversely impact supply chains, shipping, transportation and logistics disruptions.

In addition to the tariffs imposed on China, the United States has imposed extensive export controls targeted primarily at the semiconductor industry in China.

If China retaliates to such measures or there is a conflict between China and Taiwan, which is a leading producer of semiconductors, there could be further disruption to the semiconductor industry and global supply chains.

• geopolitical turmoil, including the ongoing Ukraine-Russia conflict and ongoing conflicts in the Middle East involving the United States, Iran, Israel and other Gulf States, rising political tensions with China or increased trade restrictions between the United States, Canada, Mexico, Russia, China and other countries, social unrest, political instability, terrorism, or other acts of war which may further adversely impact supply chains, shipping, transportation and logistics disruptions.

In addition to the tariffs, the United States has imposed extensive export controls, targeted primarily at the semiconductor industry, in China.

China has in the past and may in the future retaliate to such measures.

If China imposes retaliatory tariffs, or if there is a conflict between China and Taiwan, which is a leading producer of semiconductors, there could be further disruption to the semiconductor industry and global supply chains.

ChargePoint or the suppliers it procures components from may be unable to manufacture products at prices ChargePoint’s customers would accept, or at all.

Any inability to pass on future increased costs to customers would put downward pressure on ChargePoint’s gross margins and adversely affect ChargePoint’s business, results of operations and financial condition.

In addition, while ChargePoint has not yet experienced a direct impact to its supply chain due to the conflict between Russia and Ukraine, conflicts in the Middle East or rising political tensions with China, ChargePoint may experience an impact in the future due to increased fuel and shipping costs, limited supply of or tariffs imposed on components or replacement parts used by ChargePoint in its manufacturing process, or the automotive industry in general, and delays caused by changes to global shipping routes and logistics.

In addition, while ChargePoint has not yet experienced a direct impact to its supply chain due to geopolitical conflicts, ChargePoint may experience an impact in the future due to increased fuel and shipping costs, limited supply of, or tariffs imposed on, components or replacement parts used by ChargePoint in its manufacturing process or the automotive industry in general, and delays caused by changes to global shipping routes and logistics.

Such adverse impacts on ChargePoint’s supply chain could limit its ability to manufacture and sell its products on a timely and cost-effective basis and adversely affect its gross margins, which could materially adversely affect ChargePoint’s business and results of operations.

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As a result, ChargePoint may not be able to assure itself that it will have sufficient control over the supply of key components, inventory or finished goods in a timely manner or with acceptable cost and expense, which may adversely affect ChargePoint’s revenue, cost of goods and gross margins.

If ChargePoint experiences a significant increase in demand for its charging stations in future periods, or if it needs to replace an existing supplier, it may not be possible to supplement or replace them on acceptable terms, which may undermine its ability to deliver

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products to customers in a timely manner.

For example, it may take a significant amount of time to identify a manufacturer that has the capability and resources to build charging stations in sufficient volume.

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It is also possible that ChargePoint’s reputation may be adversely affected if it determines that certain of its products contain minerals not determined to be conflict-free or if it is unable to alter its products, processes or sources of supply to avoid use of such materials.

ChargePoint may also encounter end-customers who require that all of the components of the products be certified as conflict free.

ChargePoint may also encounter end-customers who require that all of the components of the

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products be certified as conflict-free.

If ChargePoint is not able to meet this requirement, such end-customers may choose to purchase products from a different company.

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The loss of services of senior management, or the ineffective management of any leadership transitions, especially within ChargePoint’s sales organization, could significantly delay or prevent the achievement of its development and strategic objectives, which could adversely affect its business, financial condition and operating results.

On September 6, 2023, January 10, 2024 and September 4, 2024, ChargePoint announced a plan to reduce its global workforce by approximately 10%, 12% and 15%, respectively.

These reorganization plans were independently adopted (collectively, the “Reorganizations”) intended to improve operational efficiencies and operating costs and better align ChargePoint’s workforce with current business needs, top strategic priorities, and key growth opportunities.

In recent years, ChargePoint has announced a series of reorganization plans that were independently adopted, including the March 2026 Reorganization described in Part II, Item 9B, “Other Information” and in Note 15, Subsequent Events in Part II, Item 8, “Financial Statements” of this Annual Report on Form 10-K, under “March 2026 Reorganization” (collectively, the “Reorganizations”).

The Reorganizations were intended to improve operational efficiencies and operating costs and better align ChargePoint’s workforce with current business needs, top strategic priorities, and key growth opportunities.

ChargePoint may incur additional expenses not currently contemplated due to events associated with the Reorganizations, for example, the Reorganizations may have a future impact on other areas of ChargePoint’s liabilities and obligations, which could result in losses in future periods.

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In addition, ChargePoint may need to undertake additional workforce reductions or restructuring activities in the future.

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Competition for employees can be intense, particularly in Silicon Valley where ChargePoint is headquartered, and the ability to attract, hire and retain employees depends on ChargePoint’s ability to provide competitive compensation.

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ChargePoint has expanded operations internationally, particularly in Europe, which will expose it to additional tax, compliance, market and other risks.

ChargePoint’s primary operations are in the United States and Europe and it maintains contractual relationships with parts and manufacturing suppliers in the Asia-Pacific region, Mexico and other locations.

Also, ChargePoint maintains research and development teams in Gurgaon and Bangalore, India, Reading, England and Radstadt, Austria.

Managing these operations requires additional resources and controls, and could subject ChargePoint to risks associated with international operations, including:

ChargePoint’s primary operations are in the United States, Europe and India and it maintains contractual relationships with parts and manufacturing suppliers in the Asia-Pacific region, Europe, Mexico and other locations.

Managing ChargePoint’s international operations requires additional resources and controls, and could subject ChargePoint to risks associated with international operations, including:

• conformity with applicable business customs, including translation into foreign languages and associated expenses;

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• lack of availability of government incentives and subsidies;

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• different levels of demand among commercial, fleet and residential customers;

• compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information security, privacy, and data protection laws and regulations such as the EU General Data Protection Regulation (“GDPR”), national legislation implementing the same, the United Kingdom Data Protection Act 2018 (“UK GDPR”), and certain other changing requirements for legally transferring data out of the European Economic Area;

• compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information security, privacy, and data protection laws and regulations such as the EU General Data Protection Regulation (“EU GDPR”), national legislation implementing the same, the United Kingdom Data Protection Act 2018 (“UK GDPR”), and certain other changing requirements for legally transferring data out of the European Economic Area;

• compliance with U.S.

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As a result of these risks, ChargePoint’s current expansion efforts and any potential future international expansion efforts may not be successful.

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Some members of ChargePoint’s management have limited experience in operating a public company.

Some of ChargePoint’s executive officers have limited experience in the management of a publicly-traded company.

For example, Mr.

Rick Wilmer was appointed as ChargePoint’s Chief Executive Officer in November 2023, marking the first time Mr.

Wilmer has served as the Chief Executive Officer for a publicly-traded company and in July 2024, Ms.

Mansi Khetani was appointed as ChargePoint’s Chief Financial Officer, marking the first time Ms.

Khetani has served as a Chief Financial Officer for a publicly-traded company.

The management team may not successfully or effectively conduct the management of a public company that is subject to significant regulatory oversight and reporting obligations under federal securities laws, particularly in light of the Securities and Exchange Commission’s (“SEC”) increasing focus on former shell companies.

Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of ChargePoint.

ChargePoint may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies.

The development and implementation of the standards and controls and the hiring of experienced personnel necessary to achieve the level of accounting standards required of a public company may require greater costs than expected.

ChargePoint’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators.

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Any failure to attract and retain fleet operators as customers in the future would adversely affect ChargePoint’s business and results of operations.

ChargePoint faces risks related to global epidemics and health pandemics which could have a material and adverse effect on its business and results of operations.

ChargePoint faces risks related to global epidemics and health pandemics, like what was experienced worldwide during the COVID-19 pandemic, which may create significant volatility in the global economy and may have a long-lasting adverse impact on ChargePoint and its industry.

For instance, such epidemics may cause local, regional or national governments to implement measures to contain pandemic risks, such as travel restrictions, quarantines, shelter in place orders or business shutdowns.

Any of these measures may adversely affect ChargePoint’s employees and operations and the operations of its customers, suppliers, vendors and business partners, and may negatively impact demand for EV charging stations, particularly at workplaces, or the supply of components necessary for the manufacture of charging stations.

For example, beginning in calendar year 2020, in response to the worldwide COVID-19 pandemic, ChargePoint modified its business practices by recommending that all non-essential personnel work from home and cancelling or reducing physical participation in sales activities, meetings, events and conferences.

Subsequently, in May 2022, ChargePoint commenced a “return-to-office” plan, which included shifting to a hybrid model where employees have the flexibility to work from home or from the office.

In the spring of 2023, ChargePoint further refined its hybrid model to require most employees to return to office at least three days a week, which ChargePoint has maintained.

A hybrid work model may create challenges, including challenges maintaining ChargePoint’s corporate culture, increasing attrition or limiting ChargePoint’s ability to attract employees if individuals prefer to continue working full time at home.

Future challenges related to ChargePoint’s hybrid work model or workplace practices could lead to attrition and difficulty attracting high-quality employees.

The effect of future health pandemics on ChargePoint’s business, prospects and results of operations will depend on their duration and sustained impact.

Difficult macroeconomic conditions, such as supply shortages, increased inflation, increased and prolonged unemployment or a decline in consumer confidence as a result of pandemics, as well as reduced spending by businesses, could have a material adverse effect on the demand for ChargePoint’s products and services.

The effect of, or even the threats of, a new global pandemic can also vary over time and across the geographies in which ChargePoint operates.

For example, variations in “work-from-home” or “return-to-office” policies can cause fluctuations in ChargePoint’s revenues because conditions caused by global pandemics, such as more permanent work-from-home policies, are likely to continue affecting the rate of global infrastructure spending, and thus to adversely impact ChargePoint’s gross margins as ChargePoint’s commercial business tends to contribute higher gross margins than its residential and fleet businesses.

Even after the acute impact from any pandemic has subsided, ChargePoint may continue to experience an adverse impact to its business as a result of the pandemic’s global economic impact, including any recession that has occurred or may occur in the future.

ChargePoint is highly reliant on its networked charging solution and information technology systems and data, and those of its service providers and component suppliers, any of which systems and data may be subject to cyber-attacks, service disruptions or

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other security incidents, which could result in data breaches, loss or interruption of services, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences.

ChargePoint continues to expand its information technology systems in support of its networked charging solutions, and as its operations grow, its internal information technology systems, such as product data management, procurement, inventory management, production planning and execution, sales, services and logistics, financial, tax and regulatory compliance systems.

This includes the implementation of new internally developed systems and the deployment of such systems in the United States and abroad.

The implementation, maintenance, segregation and improvement of these systems require significant management time, support and cost, and there are inherent risks associated with developing, improving and expanding ChargePoint’s core systems as well as implementing new systems and updating current systems, including disruptions to the related areas of business operations.

These risks may affect ChargePoint’s ability to manage its data and inventory, procure parts or supplies or manufacture, sell, deliver and service products, adequately protect its intellectual property or achieve and maintain compliance with, or realize available benefits under, tax laws and other applicable regulations.

While ChargePoint maintains information technology measures designed to protect it against intellectual property theft, data breaches, sabotage and other external or internal cyber-attacks or misappropriation, its systems and those of its service providers are potentially vulnerable to malware, ransomware, viruses, denial-of-service attacks, phishing attacks, social engineering, computer hacking, unauthorized access, exploitation of bugs, defects and vulnerabilities, breakdowns, damage, interruptions, system malfunctions, power outages, terrorism, acts of vandalism, security breaches, security incidents, inadvertent or intentional actions by employees or other third parties, and other cyber-attacks.

Further, most of the networked charging systems ChargePoint sells are owned and operated by third-parties who are responsible for the physical safety of the charging stations.

Failure on the part of ChargePoint’s customers to adequately assure the physical safety of charging stations may result in unauthorized access to ChargePoint’s systems or network.

To the extent any security incident results in unauthorized access, or damage to, acquisition, use, corruption, loss, destruction, alteration or dissemination of ChargePoint data, including intellectual property and personal information, or ChargePoint products, or for it to be believed or reported that any of these occurred, it could disrupt ChargePoint’s business, harm its reputation, compel it to comply with applicable data breach notification laws, subject it to time consuming, distracting and expensive litigation, regulatory investigation and oversight, mandatory corrective action, require it to verify the correctness of database contents, or otherwise subject it to liability under laws, regulations and contractual obligations, including those that protect the privacy and security of personal information.

This could result in increased costs to ChargePoint and result in significant legal and financial exposure and/or reputational harm.

Because ChargePoint also relies on third-party service providers, it cannot guarantee that its service providers’ and component suppliers’ systems have not been breached or that they do not contain exploitable defects, bugs, or vulnerabilities that could result in a security incident, or other disruption to, ChargePoint’s or ChargePoint’s service providers’ or component suppliers’ systems.

ChargePoint’s ability to monitor its service providers’ and component suppliers’ security measures is limited, and, in any event, malicious third parties may be able to circumvent those security measures.

If ChargePoint does not successfully implement, maintain or expand its information technology systems as planned, its operations may be disrupted, its ability to accurately and/or timely report its financial results could be impaired and deficiencies may arise in its internal control over financial reporting, which may impact its ability to certify its financial results (see also “Financial, Tax and Accounting-Related Risks--ChargePoint previously identified material weaknesses in its internal control over financial reporting.

Moreover, ChargePoint’s proprietary information, including intellectual property and personal information, could be compromised or misappropriated, its reputation may be adversely affected if these systems or their functionality do not operate as expected and ChargePoint may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, which could harm ChargePoint’s business.

From time to time, ChargePoint has experienced cyberattacks on its information technology infrastructure and systems.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in ChargePoint’s services and operations and loss, misuse or theft of data.

Computer malware, viruses, ransomware, hacking and phishing attacks against online networks have become more prevalent and may occur on ChargePoint’s systems in the future.

ChargePoint’s business may be subject to heightened risks of cyber intrusion as nation-state hackers seek access to technology used by the U.S.

government and as criminal enterprise hackers, which may or may not be affiliated with foreign governments, use ransomware attacks to disable critical infrastructure and extort companies for ransom payments.

Cyber security organizations in many countries have published warnings of increased cybersecurity threats to U.S.

businesses, and external events, like the conflict between Russia and Ukraine, conflicts in the Middle East, or rising political tensions with China may increase the likelihood of cybersecurity attacks, particularly directed at energy, fueling or infrastructure service providers.

ChargePoint has also been targeted by spear phishing attacks, in which an email directed at a specific individual or department is disguised to appear to be from a trusted source to obtain sensitive information.

Any attempts by cyber attackers to disrupt ChargePoint’s services or systems, if successful, could harm its business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy, subject ChargePoint to substantial fines, penalties, damages and other

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liabilities under applicable laws and regulations, lead to a loss of protection of its intellectual property or trade secrets and damage its reputation or brand.

ChargePoint’s cyber-insurance coverage may not be sufficient to compensate for all liability relating to any actual or potential disruption or other security breach or incident.

ChargePoint cannot be certain that its coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to it on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.

The successful assertion of one or more large claims against ChargePoint that exceed available insurance coverage, or the occurrence of changes in ChargePoint’s insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and ChargePoint may not be able to cause the implementation or enforcement of such preventions with respect to its third-party vendors.

Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm ChargePoint’s reputation, brand and ability to attract customers.

ChargePoint has previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, component supplier and manufacturer disruptions, human or software errors and capacity constraints.

If ChargePoint’s services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for ChargePoint’s solutions from target customers.

ChargePoint has processes and procedures in place designed to enable it to quickly recover from a disaster or catastrophe and continue business operations and has tested this capability under controlled circumstances.

However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users.

It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenue, any of which could adversely affect its business and financial results.

Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt ChargePoint’s business, dilute stockholder value and adversely affect its results of operations and financial condition.

As part of ChargePoint’s business strategy, ChargePoint has made and may in the future make acquisitions of, or investments in, businesses, services or technologies that are complementary to its existing business.

The process of identifying and consummating acquisitions and investments and the subsequent integration of new assets and businesses into ChargePoint’s own business, requires attention from management and could result in a diversion of resources from its existing business, which in turn could have an adverse effect on its operations.

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effect on its operations.

Acquired assets or businesses may not generate the expected financial results.

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The occurrence of any of these risks could harm ChargePoint’s business, operating results and financial condition.

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ChargePoint’s business is subject to risks associated with natural disasters and the adverse effects associated with climate change, including earthquakes, wildfires, or other types of natural disasters or resource shortages, including public safety power shut-offs that have occurred and may continue to occur in California, the effects of which could disrupt and harm its operations and those of ChargePoint’s customers.

ChargePoint conducts a majority of its operations in the San Francisco Bay Area in an area projected to be vulnerable to future water scarcity and sea level rise due to climate change as well as in an active earthquake zone.

ChargePoint’s business is subject to risks associated with natural disasters, global epidemics, health pandemics and the adverse effects associated with climate change, including earthquakes, wildfires, or other types of natural disasters or resource shortages, including public safety power shut-offs that have occurred and may continue to occur in California, the effects of which could disrupt and harm its operations and those of ChargePoint’s customers.

For instance, such epidemics have in the past caused and may in the future cause local, regional or national governments to implement measures to contain pandemic risks, such as travel restrictions, quarantines, shelter in place orders or business shutdowns.

Any of these measures, as was experienced during the COVID-19 pandemic, may adversely affect ChargePoint’s employees and operations and the operations of its customers, suppliers, vendors and business partners, and may negatively impact demand for EV charging stations, particularly at workplaces, or the supply of components necessary for the manufacture of charging stations.

ChargePoint’s headquarters are located in the San Francisco Bay Area in an area projected to be vulnerable to future water scarcity and sea level rise due to climate change as well as in an active earthquake zone.

The occurrence of a natural disaster such as an earthquake, drought, flood, fire (such as the increasingly frequent wildfires in California), localized extended outages of critical utilities (such as California’s public safety power shut-offs) or transportation systems, or any critical resource shortages could cause a significant interruption in its business, damage or destroy ChargePoint’s facilities or inventories, and cause it to incur significant costs, any of which could harm its business, financial condition and results of operations.

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A significant share of ChargePoint’s annual revenues are typically generated in the fourth fiscal quarter, which coincides with customers with a December 31 year-end choosing to spend remaining unused portions of their budgets.

ChargePoint’s revenues have historically been lower in its first fiscal quarter than its preceding fourth quarter, due to, in part, unfavorable weather conditions which result in a decrease in construction activity during the winter months, periods of wet weather and times when other weather and climate conditions would impair construction activity.

ChargePoint’s revenues have historically been lower in its first fiscal quarter than its preceding fourth quarter, which ChargePoint believes is due to, in part,

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unfavorable weather conditions which result in a decrease in construction activity during the winter months, periods of wet weather and times when other weather and climate conditions would impair construction activity.

While ChargePoint believes it has visibility into the seasonality of its business, various factors, including difficult weather conditions (such as flooding, hurricanes, prolonged rain or periods of unseasonably cold temperatures or snowstorms) in any quarter, may materially and adversely affect its business, financial condition and results of operations.

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ChargePoint’s inability to comply with these and other sustainability requirements in the future could adversely affect sales of and demand for its products.

Further, there is an increased focus, including by governmental and nongovernmental organizations, investors, customers, and other stakeholders, on climate change matters, including increased pressure to expand disclosures related to the physical and transition risks related to climate change or to establish sustainability goals, such as the reduction of greenhouse gas emissions, which could expose ChargePoint to market, operational and execution costs or risks.

Further, in the past there has been an increased focus, including by governmental and nongovernmental organizations, investors, customers, and other stakeholders, on climate change matters, including increased pressure to expand disclosures related to the physical and transition risks related to climate change or to establish sustainability goals, such as the reduction of greenhouse gas emissions, which could expose ChargePoint to market, operational and execution costs or risks.

ChargePoint’s failure to establish such sustainability targets or targets that are perceived to be appropriate, as well as to achieve progress on those targets on a timely basis, or at all, could adversely affect the reputation of its brand and sales of and demand for its products.

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Although demand for EVs has grown in recent years, the rate of EV sales is highly volatile and there is no guarantee of continuing future demand.

If the market for EVs

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develops more slowly than expected, or if demand for EVs decreases, ChargePoint’s business, prospects, financial condition and operating results would be harmed.

If the market for EVs develops more slowly than expected, or if demand for EVs decreases, ChargePoint’s business, prospects, financial condition and operating results would be harmed.

The market for EVs could be affected by numerous factors, such as:

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• competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles;

• volatility in the cost of oil and gasoline, including as a result of trade restrictions;

• volatility in the cost of oil and gasoline, including as a result of trade restrictions and ongoing conflicts in the Middle East involving the United States, Iran, Israel and other Gulf States;

• concerns regarding the scalability, availability, reliability and stability of the electrical grid;

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• government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

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• reduction or elimination of governmental targets, mandates or goals with respect to reducing carbon emissions or increasing mobile electrification;

• relaxation or elimination of government mandates or quotas regarding the sale of EVs;

• relaxation or elimination of government mandates or quotas regarding the sale of EVs or Zero-Emission Vehicle (“ZEV”) mandates;

• concerns about the future viability of EV manufacturers.

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Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and ChargePoint’s products and services in particular.

Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, the cost of electricity for charging as compared to petroleum fuel, and governmental regulations, including tariffs, import regulation and other taxes.

Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, the cost of electricity for charging as compared to fossil fuels and governmental regulations, including tariffs, import regulation and other taxes.

Volatility in demand or delays in EV production due to global supply chain constraints or due to changes in vehicle manufacturers’ EV product goals may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect ChargePoint’s business, financial condition and operating results.

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The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating costs of EVs and EV charging stations.

The reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV charging stations, which would adversely affect ChargePoint’s financial results.

federal government, foreign governments and some state and local governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits and regulations like clean fuel programs, which can provide other financial incentives.

federal government, foreign governments and some state and local governments provide incentives to end users and purchasers of EVs or EV charging stations in the form of rebates, tax credits and regulations like clean fuel programs, which can provide other financial incentives.

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

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

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

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

However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy.

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

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

On August 11, 2025, the Federal Highway Administration (“FHWA”) issued new guidance, updating prior guidance which previously froze federal funds tied to NEVI and directed states to file updated implementation plans within 30 days.

FHWA has since approved the state plans and states are moving forward with their NEVI programs, but there is no guarantee or assurance that FHWA guidance and implementation will not change again in the future and FHWA’s implementation of the NEVI program may be subject to future interruptions, delays or cancellation.

Separately, the One Big Beautiful Bill Act (“OBBBA”), which was signed into law in July 2025, set new end dates for the EV charging infrastructure tax credits previously made available under Section 30C and Section 30D of the Internal Revenue Code of 1986, as amended (the “Code”).

In particular, the OBBBA terminated the $7,500 new clean vehicle tax credit for all new EVs sold after September 30, 2025.

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

ChargePoint also derives other revenue as set forth on its consolidated statements of operations from regulatory credits.

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In years prior to fiscal year 2021, ChargePoint derived a slight majority of its other revenue from regulatory credits.

However, revenue from this source as a percentage of other and total revenue has declined in recent years and it may continue to decline over time.

However, revenue from this source as a percentage of other and total revenue has declined in recent quarters and it may continue to decline over time.

Further, the availability of such credits may decline regardless of the levels of general governmental support of the transition to EV infrastructure.

Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for ChargePoint’s products and services.

As regulations have required an increase in the mileage capabilities of cars, consumption of renewable transportation fuels, such as ethanol and biodiesel, and the prevalence of other alternative vehicles has been increasing.

If federal or state fuel efficiency regulations and standards are reduced or eliminated, or if fuel efficiency of non-electric vehicles continues to rise, whether as the result of regulations or otherwise, and affordability of vehicles using renewable transportation fuels improves, the demand for EVs could diminish.

Changes in federal or state fuel‑economy standards and emissions regulations present material risks to the EV market and, consequently, to the demand for our products and services.

For instance, the OBBA eliminated the civil penalty for violation of the Corporate Average Fuel Economy (CAFE) standards which reduces incentives for automakers to improve fleet fuel efficiency.

Separately, the U.S.

federal government has taken efforts to rescind California’s Clean Air Act waiver which may weaken state frameworks driving adoption of ZEV standards across multiple states.

Reductions in fuel‑efficiency requirements, improvements in the fuel economy of internal‑combustion vehicles, or increased adoption of alternative fuels such as ethanol, biodiesel, fuel cells or

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compressed natural gas could diminish EV demand.

In addition, the EV fueling model is different than gas or other fuel models, requiring behavior change and education of influencers, consumers and others such as regulatory bodies.

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For example, fuel which is abundant and relatively inexpensive in the United States, such as compressed natural gas, may emerge as a preferred alternative to petroleum-based propulsion.

Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs, or may adopt rules to eliminate, modify or reduce penalties or incentives to maintain minimum fuel economy standards.

Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs.

Any of these changes may impose additional obstacles to the purchase of EVs or the development of a more ubiquitous EV market.

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As new products are introduced, gross margins tend to decline in the near term and improve as the product becomes more mature with a more efficient manufacturing process.

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services in order to serve vehicles that have the latest technology, such as battery cell technology or charging connector ports, or comply with new governmental regulations, which could involve substantial costs.

As EV technologies change, new industry standards evolve or develop or governmental regulations impose new requirements on EV charging technology, ChargePoint may need to upgrade or adapt its charging station technology and introduce new products and services in order to serve vehicles that have the latest technology, such as battery cell technology or charging connector ports, or comply with new governmental regulations, which could involve substantial costs.

Even if ChargePoint is able to keep pace with changes in technology and develop new products and services, its research and development expenses could increase, its gross margins could be adversely affected in some periods and its prior products could become obsolete or non-compliant with governmental regulations or industry standards more quickly than expected.

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To accomplish this, ChargePoint relies on, and plans to continue relying on, a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, its technology.

Despite ChargePoint’s efforts to obtain, maintain, enforce and protect intellectual property rights, there can be no assurance that these steps will be available in all cases or will be adequate to prevent ChargePoint’s competitors or other third-parties from copying, reverse engineering, or otherwise obtaining and using its technology or products or seeking court declarations that they do not infringe, misappropriate or otherwise violate its intellectual property.

Despite ChargePoint’s efforts to obtain,

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maintain, enforce and protect intellectual property rights, there can be no assurance that these steps will be available in all cases or will be adequate to prevent ChargePoint’s competitors or other third-parties from copying, reverse engineering, or otherwise obtaining and using its technology or products or seeking court declarations that they do not infringe, misappropriate or otherwise violate its intellectual property.

Failure to adequately protect its technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of ChargePoint’s competitive advantage and a decrease in revenue which would adversely affect its business, prospects, financial condition and operating results.

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• the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable;

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• current and future competitors may circumvent patents or independently develop similar trade secrets or works of authorship, such as software;

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Therefore, ChargePoint’s intellectual property rights may not be as strong or as easily enforced outside of the United States.

Certain patents in the EV space may come to be considered “standards essential.” If this is the case with respect to any of ChargePoint’s patents, it may be required to license certain technology on “fair, reasonable and non-discriminatory” terms, decreasing revenue.

Certain patents in the EV space may come to be considered “standards essential.” If this is the case with respect to any of ChargePoint’s patents or patents held by third-parties, ChargePoint may be required to license certain technology on “fair, reasonable and non-discriminatory” terms, decreasing revenue, or obtaining such a license, increasing expenses and decreasing gross margins.

Further, competitors, vendors, or customers may, in certain instances, be free to create variations or derivative works of ChargePoint technology and intellectual property, and those derivative works may become directly competitive with ChargePoint’s offerings.

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Any of the foregoing may adversely affect ChargePoint’s revenues or results of operations.

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ChargePoint may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive.

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ChargePoint’s future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance.

ChargePoint plans to incur significant research and

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development costs in the future as part of its efforts to design, develop, manufacture and introduce new products and enhance existing products.

ChargePoint plans to incur significant research and development costs in the future as part of its efforts to design, develop, manufacture and introduce new products and enhance existing products.

ChargePoint’s research and development expenses were $139.3 million, $141.3 million, and $220.8 million during the fiscal years ended January 31, 2026, 2025 and 2024, respectively, and may grow in the future.

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In addition, automobile manufacturers may choose to utilize their own proprietary systems, which could lock out competition for EV charging stations, or to use their size and market position to influence the market, which could limit ChargePoint’s market and reach to customers, negatively impacting its business.

For example, many of the major EV manufacturers have announced the adoption of the NACS standard for charging ports in their future EV models.

For example, many of the major EV manufacturers have announced the adoption of the North American Charging Standard (“NACS”) for charging ports in their future EV models.

It is possible that other charging or similar standards may be introduced into the emerging EV market by EV manufacturers, EV charging infrastructure suppliers and other market participants which may not be compatible with ChargePoint’s products or technologies and cause ChargePoint to have to adapt its business, processes or services to comply with such standard, which may require significant time and research and development costs and, as a result, may have a material and adverse effect on ChargePoint’s revenue or results of operations,

Further, should regulatory bodies impose charging standards that are not compatible with ChargePoint’s products or infrastructure, ChargePoint may incur significant costs to adapt its business model to the new regulatory standards, which may require significant time and, as a result, may have a material and adverse effect on ChargePoint’s revenue or results of operations.

ChargePoint is highly reliant on its networked charging solution and information technology systems and data, and those of its service providers and component suppliers;

ChargePoint’s business depends on the secure and continuous operation of a distributed, connected ecosystem that includes (i) Networked Charging Systems deployed at third-party locations and operated by site hosts;

(ii) embedded firmware and operating systems

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within charging equipment, including over-the-air (OTA) update and device authentication processes;

(iii) its cloud-based software solutions or “ChargePoint Platform” and associated cloud services, application programming interfaces, and integrations with utilities, roaming partners and fleet systems;

and (iv) payment and billing infrastructure used by drivers and enterprise customers.

As a result, ChargePoint faces cybersecurity and data protection risks that span both operational technology (OT) at the edge (the charger and related hardware/firmware) and information technology (IT) in its cloud and enterprise systems, including risks arising from the increasing use of artificial intelligence, machine learning and other automated technologies within such systems and workflows, which may expand attack surfaces, introduce novel vulnerabilities or failure modes, and increase the complexity of detecting, investigating and remediating security incidents.

ChargePoint continues to expand its information technology systems in support of its networked charging solutions, and as its operations grow, its internal information technology systems—such as product data management, procurement, inventory management, production planning and execution, sales, services and logistics, financial, tax and regulatory compliance systems—are evolving.

This includes the implementation of new internally developed systems and the deployment of such systems in the United States and abroad, including systems that incorporate or rely on artificial intelligence, automated decision‑making, data analytics or third‑party AI‑enabled tools and services.

AI‑enabled systems may amplify these risks by increasing system interdependencies, accelerating the scale and speed at which errors or misuse can occur, and creating additional data governance, cybersecurity and compliance challenges.

These risks may affect ChargePoint’s ability to manage its data and inventory;

procure parts or supplies;

manufacture, sell, deliver and service products;

adequately protect its intellectual property;

or achieve and maintain compliance with, or realize available benefits under, tax laws and other applicable regulations.

Because many Networked Charging Systems are installed in public or semipublic environments and physically accessible, inadequate site level protections by site hosts or third parties can enable tampering or theft that, in turn, may facilitate unauthorized access to ChargePoint’s systems, manipulation of billing or pricing at the point of interaction, or operational disruptions that reduce uptime and driver confidence.

Further, most of the Networked Charging Systems ChargePoint sells are owned and operated by third parties who are responsible for the physical safety and day-to-day oversight of those charging stations.

To the extent any security incident results in unauthorized access to, or damage to, acquisition, use, corruption, loss, destruction, alteration or dissemination of, ChargePoint data (including intellectual property and personal information) or ChargePoint products—or for it to be believed or reported that any of these occurred—it could disrupt ChargePoint’s business, harm ChargePoint’s reputation, compel ChargePoint to comply with applicable data breach notification and consumer protection laws, including those increasingly applicable to the use of artificial intelligence and automated processing of personal or sensitive data, subject ChargePoint to time consuming, distracting and expensive litigation, regulatory investigation and oversight, mandatory corrective action and third-party audits, require ChargePoint to verify the correctness of database contents, or otherwise subject ChargePoint to liability under laws, regulations and contractual obligations (including those that protect the privacy and security of personal information).

Any of the foregoing could result in significant legal and financial exposure, increased costs (including for fines, defense, remediation, customer support and complimentary services) and/or reputational harm.

Because ChargePoint also relies on third-party service providers and component suppliers, ChargePoint cannot guarantee that those parties’ systems have not been breached or that they do not contain exploitable defects, bugs, or vulnerabilities that could result in a security incident or other disruption to ChargePoint’s systems or operations.

This risk may be heightened where ChargePoint relies on third‑party providers of artificial intelligence models, data, software components, cloud infrastructure or development tools, including where ChargePoint has limited visibility into such providers’ security practices, data handling, model training or update processes.

ChargePoint’s ability to monitor its service providers’ and component suppliers’ security measures is limited and, in any event, malicious actors may circumvent such measures.

In addition, as EV charging standards, interoperability requirements and industry practices evolve, stakeholders (including regulators, utilities, customers and program administrators) may increase security expectations, including AI‑specific governance, testing, transparency or certification requirements, which may require us to implement and maintain additional controls, testing and certifications, further increasing costs and diverting management attention.

If ChargePoint does not successfully implement, maintain or expand its information technology systems as planned, or if ChargePoint experiences a significant cybersecurity or data protection incident, its operations may be disrupted;

its intellectual property and personal information, could be compromised or misappropriated;

its reputation may be adversely affected;

its ability to accurately and/or timely report its financial results could be impaired;

and deficiencies may arise in its internal control over financial reporting, which may impact its ability to certify its financial results and as a result its business, operations and financial results may be adversely affected.

From time to time, ChargePoint has experienced cyberattacks on its information technology infrastructure and systems.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in ChargePoint’s services and operations and loss, misuse or theft of data.

The increasing use of artificial intelligence by both ChargePoint and threat actors may further heighten these risks, as attackers may leverage AI‑enabled tools to automate, scale or enhance the sophistication of attacks,

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including social engineering, phishing, credential harvesting, malware development or exploitation of software vulnerabilities.

Threat actors—including financially motivated criminal groups and nation-state or state aligned actors—may target critical infrastructure providers and EV charging networks, attempt to extort companies through ransomware, or seek to compromise software supply chains and firmware signing keys.

External events, such as the conflict between Russia and Ukraine, conflicts in the Middle East involving the United States, Iran, Israel and other Gulf States, and heightened geopolitical tensions, have been accompanied by warnings from cybersecurity organizations about increased threat activity against U.S.

businesses and infrastructure providers, which could increase the likelihood or severity of attacks aimed at energy, fueling or infrastructure service providers.

ChargePoint has also been targeted by spear phishing campaigns directed at specific individuals or departments that masquerade as trusted sources to obtain sensitive information or initiate unauthorized transactions, and such campaigns may increasingly incorporate AI‑generated content designed to evade detection or increase their effectiveness.

Any attempts by cyber attackers to disrupt ChargePoint’s services or systems—if successful—could (among other impacts) reduce charger uptime and network reliability, manipulate pricing or billing at the point of interaction, misappropriate funds, exfiltrate confidential information or intellectual property, and degrade driver and customer trust.

Security incidents involving AI‑enabled systems may be more difficult to detect, attribute or remediate, and may increase the risk of cascading operational, legal or reputational impacts.

Such events could be expensive to remedy;

subject ChargePoint to substantial fines, penalties, damages and other liabilities under applicable laws and regulations;

lead to a loss of protection of ChargePoint’s intellectual property or trade secrets;

and damage ChargePoint’s reputation or brand.

While ChargePoint maintains cyber-insurance, that coverage may not be sufficient to compensate for all liability relating to any actual or potential disruption or other security breach or incident, coverage might not be available on commercially reasonable terms (or at all), and insurers may deny coverage for certain claims.

The successful assertion of one or more large claims that exceed available insurance coverage—or material changes to ChargePoint’s insurance (including premium increases, lower limits, exclusions, or large deductibles or coinsurance)—could have a material adverse effect on its business, financial condition, operating results and reputation.

Efforts to prevent cyber attackers from entering computer systems are costly to implement and operate, and ChargePoint may be unable to cause the implementation or enforcement of equivalent measures at its third-party vendors, site hosts or component suppliers.

As ChargePoint integrates additional AI‑enabled tools, services or automated processes, it may be required to implement new controls, monitoring, training and governance frameworks, which may not be fully effective in preventing misuse, error or attack.

Although it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm ChargePoint’s reputation, brand and ability to attract and retain customers.

ChargePoint has previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service provider or component supplier disruptions, human or software errors, capacity constraints and cybersecurity events.

The introduction or expansion of AI‑enabled systems may increase the risk or severity of such disruptions, particularly if such systems malfunction, are misused, or depend on third‑party data or infrastructure.

If ChargePoint’s services are unavailable when users attempt to access them, they may seek alternatives, which could reduce demand for ChargePoint’s solutions.

Although ChargePoint maintains business continuity and disaster recovery processes designed to enable it to recover from a disaster or catastrophe and continue business operations—and has tested these capabilities under controlled circumstances—human error, data corruption, third-party failures or the nature and timing of a particular event could materially impact the efficacy of such processes, extend the time services are partially or fully unavailable, and cause additional reputational damage or loss of revenue, any of which could adversely affect ChargePoint’s business and financial results.

ChargePoint’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage its reputation with current or prospective customers, and/or expose it to product liability and other claims that could materially and adversely affect its business.

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Any of these events could adversely affect ChargePoint’s brand, relationships with customers, operating results or financial condition.

Furthermore, ChargePoint’s software platform is complex, developed for over a decade by many developers, and includes a number of licensed third-party commercial and open-source software libraries.

Furthermore, the ChargePoint Platform is complex, developed for over a decade by many developers, and includes a number of licensed third-party commercial and open-source software libraries.

ChargePoint’s software has contained defects and errors and may in the future contain undetected defects or errors.

ChargePoint is continuing to evolve the features and functionality of its platform through updates and enhancements, and as it does, it may introduce additional defects or errors that may not be detected until after deployment to customers.

ChargePoint is continuing to evolve the features and functionality of the ChargePoint Platform through updates and enhancements, and as it does, it may introduce additional defects or errors that may not be detected until after deployment to customers.

In addition, if ChargePoint’s products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect ChargePoint’s business and results of its operations:

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• expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

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• interruptions or delays in sales;

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• delayed or lost revenue;

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There is typically no support available for open-source software, and ChargePoint cannot ensure that the authors of such open-source software will implement or push updates to address security risks or will not abandon further development and maintenance.

Many of the risks associated with the use of open-source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, have an adverse effect on ChargePoint’s business and results.

Many of the risks associated with the use of open-

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source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, have an adverse effect on ChargePoint’s business and results.

Misuse of ChargePoint’s Networked Charging Systems and mobile applications, including its online payment methods, could adversely affect ChargePoint’s results of operations, expose it to third-party claims, or increase its exposure to fraud and other risks.

The ChargePoint software platform is used to connect EV drivers with charging station hosts to pay for public and private charging.

The ChargePoint Platform, ChargePoint’s software platform, is used to connect EV drivers with charging station hosts to pay for public and private charging.

These payment connections can be made via the ChargePoint mobile application or via OEM “in-dash” applications powered by ChargePoint software.

ChargePoint also enables the payment of public charging sessions with third-party charging stations via

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software integration which ChargePoint refers to as “roaming.” In addition, ChargePoint’s software platform enables third-party e-mobility services providers, or “eMSPs”, to build and publish their own proprietary mobility and roaming services for the sale of charging sessions, particularly in Europe.

ChargePoint also enables the payment of public charging sessions with third-party charging stations via software integration which ChargePoint refers to as “roaming.” In addition, the ChargePoint Platform enables third-party e-mobility services providers, or “eMSPs”, to build and publish their own proprietary mobility and roaming services for the sale of charging sessions, particularly in Europe.

In each of these charging cases, ChargePoint accepts payments from EV drivers for charging sessions using a variety of different payment methods or receives reimbursements from its roaming partners, which may subject ChargePoint to additional regulations and compliance requirements, and may also increase ChargePoint’s exposure to payment fraud, criminal activity, and other risks.

ChargePoint has in the past, and may again in the future, be subjected to fraudulent activities related to its ChargePoint Platform and related charging payment services.

Further, since the methods and schemes utilized by perpetrators of fraud are constantly evolving or, in some cases, not immediately detectable, ChargePoint cannot be certain that its policies, and controls and procedures for detecting third-party payment fraud, will be effective over time or of its ability to update these measures to address emerging fraud risks.

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Interruptions, delays in service or inability to increase capacity, including internationally, at third-party data center facilities could impair the use or functionality of ChargePoint’s subscription services, harm its business and subject it to liability.

ChargePoint currently serves customers from third-party data center facilities operated by Amazon Web Services (“AWS”) located in the United States, Europe and Canada.

ChargePoint currently serves customers from third-party data center facilities operated by Amazon Web Services and Google Cloud located in the United States, Europe and Canada.

Any outage or failure of such data centers could negatively affect ChargePoint’s product connectivity and performance.

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Failure to maintain high-quality customer support could adversely affect ChargePoint’s reputation, business, results of operations, and financial condition.

ChargePoint believes that the successful use of its networked charging stations and software platform requires a high level of support and engagement for many of its customers, particularly its fleet and commercial customers.

In order to deliver appropriate customer support and engagement, ChargePoint must successfully assist its customers in deploying and continuing to use ChargePoint’s networked charging stations and software platform tools, resolving performance issues, addressing interoperability challenges with a customers’ existing information technology or fuel management platforms and responding to networked charging stations component failures or replacement parts, as well as charging station performance and reliability issues that may arise from time to time.

ChargePoint provides support to its commercial, fleet and residential networked charging station owners and operators.

ChargePoint believes that the successful use of its Networked Charging Systems and its ChargePoint Platform requires a high level of support and engagement for many of its customers, particularly its fleet and commercial customers.

In order to deliver appropriate customer support and engagement, ChargePoint must successfully assist its customers in deploying and continuing to use ChargePoint’s Networked Charging Systems and ChargePoint Platform tools, resolving performance issues, addressing interoperability challenges with a customers’ existing information technology or fuel management platforms and responding to Networked Charging

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Systems component failures or replacement parts, as well as charging station performance and reliability issues that may arise from time to time.

ChargePoint provides support to its commercial, fleet and residential Networked Charging Systems owners and operators.

Such support services are generally provided under its extended warranty program (“Assure”), including proactive charging station monitoring, guaranteed service response times and labor and parts warranties.

ChargePoint further provides support for EV drivers connecting to and utilizing ChargePoint’s software platform and its network of EV charging stations, including customer support services and mobile services.

ChargePoint further provides support for EV drivers connecting to and utilizing the ChargePoint Platform and its network of EV charging stations, including customer support services and mobile services.

ChargePoint’s support organization faces additional challenges associated with its international operations, including those associated with delivering support, training, and documentation in languages other than English.

If ChargePoint fails to maintain high-quality customer support or comply with support requirements under its software platform or Assure warranty program, ChargePoint may incur additional costs, be obligated to provide refunds, rebates or pay performance penalties to its customers and EV charging station owners, or suffer the cancellation of software and Assure warranty agreements, the occurrence of any of which may increase ChargePoint’s expenses and costs or result in less revenue for ChargePoint, which may adversely affect ChargePoint’s reputation, business, results of operations, and financial condition.

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In addition to providing direct customer support, ChargePoint also relies on channel partners in order to provide frontline support to some of its customers, including with respect to commissioning, maintenance, component part replacements and repairs of charging stations.

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To the extent that ChargePoint is unsuccessful in hiring, training, and retaining adequate support personnel, its ability to provide high-quality and timely support to its customers will be negatively impacted and its customers’ satisfaction with its software platform and EV charging stations could be adversely affected.

Any failure to maintain high-quality customer support, or a market perception that ChargePoint does not maintain high-quality customer support, could adversely affect ChargePoint’s reputation, business, results of operations, and financial condition, particularly with respect to its fleet customers (see also “Risks Related to ChargePoint’s Business-- Supply chain disruptions, component shortages, manufacturing interruptions or delays could adversely affect ChargePoint’s ability to meet customer demand, lead to higher costs, and adversely affect ChargePoint’s business and results of operations.”).

Any failure to maintain high-quality customer support, or a market perception that ChargePoint does not maintain high-quality customer support, could adversely affect ChargePoint’s reputation, business, results of operations, and financial condition, particularly with respect to its fleet customers (see also “ Risks Related to ChargePoint’s Business-- Supply chain disruptions, component shortages, increased tariffs, manufacturing interruptions or delays could adversely affect ChargePoint’s ability to meet customer demand, lead to higher costs, and adversely affect ChargePoint’s business and results of operations .”).

ChargePoint’s business will depend on customers renewing their services subscriptions.

If customers do not continue to use its subscription offerings or if they fail to add more stations, its business and operating results will be adversely affected.

In addition to selling networked charging stations, ChargePoint also depends on customers continuing to subscribe to its software platform and Assure warranty coverages.

In addition to selling Networked Charging Systems, ChargePoint also depends on customers continuing to subscribe to its ChargePoint Platform and Assure warranty coverages.

Therefore, it is important that customers renew their subscriptions when the contract term expires and add additional charging stations and services to their subscriptions.

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In addition, the severity and duration of events may not be predictable, and their effects could extend beyond a single quarter.

Accordingly, the effect of

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significant downturns in sales and market acceptance of subscription services, and potential changes in pricing policies or rate of renewals, may not be fully apparent until future periods.

Accordingly, the effect of significant downturns in sales and market acceptance of subscription services, and potential changes in pricing policies or rate of renewals, may not be fully apparent until future periods.

Financial, Tax and Accounting-Related Risks

ChargePoint previously identified material weaknesses in its internal control over financial reporting.

ChargePoint has previously identified material weaknesses in its internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of ChargePoint’s annual or interim financial statements will not be prevented or detected on a timely basis.

For instance, in connection with the preparation and audit of ChargePoint’s consolidated financial statements, material weaknesses were identified in its internal control over financial reporting as of January 31, 2022, and January 31, 2023.

Although such material weaknesses were remediated in part as of January 31, 2023, and remediated in full as of January 31, 2024, there can be no assurance that similar internal control over financial reporting issues will not be identified in the future.

If ChargePoint cannot remediate future material weaknesses or significant deficiencies in a timely manner, or if ChargePoint identifies additional control deficiencies or material weaknesses over financial reporting that individually or together constitute significant deficiencies or material weaknesses, ChargePoint’s ability to accurately record, process, and report financial information and its ability to prepare financial statements within required time periods, could be adversely affected.

While the material weaknesses related to internal controls over financial reporting previously disclosed by ChargePoint have since been remediated, the process of designing and implementing an effective financial reporting system is a continuous effort that requires ChargePoint to anticipate and react to changes in its business, to economic and regulatory environments and to expend significant resources to maintain a financial reporting system that satisfies its reporting obligations.

ChargePoint may be unable to meet the ongoing reporting demands as a public company, including the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), and may be unable to accurately report its financial results, or report them within the timeframes required by law or stock exchange regulations.

Failure to comply with Sarbanes-Oxley, when and as applicable, could also potentially subject ChargePoint to sanctions or investigations by the SEC or other regulatory authorities.

Any failure to maintain or implement required new or improved controls, or any difficulties ChargePoint encounters in their implementation, could result in additional material weaknesses, cause ChargePoint to fail to meet its reporting obligations or result in material misstatements in its financial statements which could result in violations of applicable securities laws, stock exchange listing requirements, and the covenants under ChargePoint’s debt agreements, subject ChargePoint to litigation and investigations, negatively affect investor confidence in ChargePoint’s financial statements, and adversely impact its stock price and its ability to access capital markets.

Furthermore, if ChargePoint cannot provide reliable financial reports, provide management’s attestation on internal controls pursuant to Section 404 of Sarbanes-Oxley, or prevent material misstatements due to fraud or error, its business and results of operations could be harmed, and investors could lose confidence in its reported financial information.

ChargePoint can give no assurance that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or any circumvention of these controls.

In addition, even if ChargePoint is successful in strengthening its internal controls and procedures, in the future those internal controls and procedures may not be adequate to prevent or sufficiently identify irregularities or errors or to facilitate the fair presentation of ChargePoint’s financial statements.

If ChargePoint fails to maintain an effective system of internal controls, its ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

ChargePoint is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), and the rules and regulations of the applicable listing standards of the New York Stock Exchange (“NYSE”).

Sarbanes-Oxley requires, among other things, that ChargePoint maintain effective disclosure controls and procedures, and internal control, over financial reporting.

ChargePoint is continuing to develop and refine its disclosure controls, internal control over financial reporting, and other procedures that are designed to ensure information required to be disclosed in its financial

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statements and in the reports that it files with the Securities and Exchange Commission (“SEC”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to ChargePoint’s principal executive and financial officers.

In order to maintain and improve the effectiveness of ChargePoint internal controls and procedures, ChargePoint has expended, and will continue to expend, significant resources, including accounting-related costs and significant management oversight.

ChargePoint has previously identified material weaknesses in its internal controls over financial reporting and further, weaknesses in ChargePoint internal controls may be discovered in the future.

ChargePoint’s current controls and any new controls it develops may become inadequate because of changes in conditions in its business.

Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm ChargePoint’s operating results, result in a restatement of ChargePoint’s financial statements for prior periods, cause ChargePoint to fail to meet its reporting obligations, and adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of ChargePoint’s internal control over financial reporting that it will be required to include in the periodic reports filed with the SEC.

Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in ChargePoint’s reported financial and other information, which would likely have a negative effect on the trading price of ChargePoint’s Common Stock.

ChargePoint’s financial condition and results of operations are likely to fluctuate on a quarterly basis in future periods, which could cause its results for a particular period to fall below expectations, resulting in a decline in the price of its Common Stock.

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In addition to the other risks described herein, the following factors could also cause ChargePoint’s financial condition and results of operations to fluctuate on a quarterly basis:

• the timing and volume of new sales, including disruptions in quarterly sales if ChargePoint is unable to drive consistently linear billings during the reporting period, seasonality, channel sell-through, inventory management practices, disruptions in supply chains or availability of new EVs to customers;

• the timing and volume of new product sales, including disruptions in quarterly sales if ChargePoint is unable to drive consistently linear billings during the reporting period, seasonality, channel sell-through, inventory management practices, disruptions in supply chains or availability of new EVs to customers;

• fluctuations in service costs, particularly due to unexpected costs of servicing and maintaining charging stations;

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• the introduction of new products by competitors, changes in pricing or other factors impacting competition;

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• weaker than anticipated demand for charging stations, whether due to changes in government incentives and policies or due to other conditions such as decrease in demand for EVs or overall economic conditions such as an economic slowdown or recession;

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• the timing and availability of new products relative to customers’ and investors’ expectations;

• the length of the sales and installation cycle for a particular customer;

• the length of the sales and installation cycle for its customers;

• disruptions in sales, production, service or other business activities;

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federal, state and local taxes.

laws and policy relating to taxes may have an adverse effect on ChargePoint’s business and future profitability.

laws and policy relating to taxes may have an adverse effect on ChargePoint’s business and

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future profitability.

Further, existing U.S.

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Additionally, other foreign governing bodies have and may enact changes to their tax laws in reaction to the Tax Act or any newly enacted federal tax legislation that could result in changes to ChargePoint’s global tax position and adversely affect its business and future profitability.

As a result of ChargePoint’s plans to expand operations, including to jurisdictions in which the tax laws may not be favorable, ChargePoint’s tax rate may fluctuate, ChargePoint’s tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or ChargePoint may be subject to future changes in tax law, the impacts of which could adversely affect ChargePoint’s after-tax profitability and financial results.

As a result of ChargePoint’s operations in multiple jurisdictions, including jurisdictions in which the tax laws may not be favorable, ChargePoint’s tax rate may fluctuate, ChargePoint’s tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or ChargePoint may be subject to future changes in tax law, the impacts of which could adversely affect ChargePoint’s after-tax profitability and financial results.

Because ChargePoint does not have a long history of operating at its present scale and it has significant expansion plans, ChargePoint’s effective tax rate may fluctuate in the future.

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jurisdictions with respect to its income, operations and subsidiaries related to those jurisdictions.

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deferred tax assets and liabilities, (c) expected timing and amount of the release of any tax valuation allowances, (d) tax treatment of stock-based compensation, (e) changes in the relative amount of ChargePoint’s earnings subject to tax in the various jurisdictions in which ChargePoint operates or has subsidiaries, (f) the potential expansion of ChargePoint’s business into or otherwise becoming subject to tax in additional jurisdictions, (g) changes to ChargePoint’s existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of ChargePoint’s intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) ChargePoint’s ability to structure ChargePoint’s operations in an efficient and competitive manner.

ChargePoint’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds (including refunds of value added taxes) and other benefits to reduce ChargePoint’s tax liabilities, (b) changes in the valuation of ChargePoint’s deferred tax assets and liabilities, (c) expected timing and amount of the release of any tax valuation allowances, (d) tax treatment of stock-based compensation, (e) changes in the relative amount of ChargePoint’s earnings subject to tax in the various jurisdictions in which ChargePoint operates or has subsidiaries, (f) the potential expansion of ChargePoint’s business into or otherwise becoming subject to tax in additional jurisdictions, (g) changes to ChargePoint’s existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of ChargePoint’s intercompany transactions and the extent to which taxing authorities in the relevant jurisdictions respect those intercompany transactions and (i) ChargePoint’s ability to structure ChargePoint’s operations in an efficient and competitive manner.

Due to the complexity of multinational tax obligations and filings, ChargePoint may have a heightened risk related to audits or examinations by U.S.

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For example, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting has entered into force among the jurisdictions that have ratified it, including the United States.

These recent changes could negatively impact ChargePoint’s taxation, especially as ChargePoint expands its relationships and operations internationally.

These changes could negatively impact ChargePoint’s taxation, especially as ChargePoint expands its relationships and operations internationally.

The ability of ChargePoint to utilize net operating loss and tax credit carryforwards is conditioned upon ChargePoint attaining profitability and generating taxable income.

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The remaining $188.7 million of U.S.

federal net operating loss carryforwards begin to expire in 2028 and the California state net operating loss carryforwards begin to expire in 2029.

In addition, ChargePoint had net operating loss carryforwards for other states of $461.3 million, which begin to expire in 2025.

federal net operating loss carryforwards begin to expire in 2028

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and the California state net operating loss carryforwards begin to expire in 2029.

In addition, ChargePoint had net operating loss carryforwards for other states of $515.8 million, which began to expire in 2026.

The Tax Act included a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017 and the elimination of carrybacks of net operating losses.

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GAAP is subject to interpretation by the Financial Accounting Standards Board’s Accounting Standards Codification, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles.

A change in these principles or

A change in these principles or interpretations could have a significant effect on reported financial results, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change.

ChargePoint faces exposure to foreign currency exchange rate fluctuations which could have a material and adverse effect on its results of operations.

ChargePoint conducts transactions with its vendors and customers, as well as intercompany transactions, in currencies other than the U.S.

Dollar, primarily the British Pound, Euro, Canadian Dollar and Indian Rupee.

ChargePoint records revenues, cost of goods sold and operating expenses in the currencies of its subsidiaries where the transactions take place.

As ChargePoint continues to grow its international operations, the amount of its revenues and expenditures that are denominated in foreign currencies will continue to increase in the future.

Accordingly, changes in the value of foreign currencies relative to the U.S.

Dollar could affect ChargePoint’s revenue and operating results due to transactional and translational remeasurements that are reflected in its results of operations.

As a result of such foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in ChargePoint’s business and results of operations.

In addition, to the extent that fluctuations in currency exchange rates cause ChargePoint’s results of operations to differ from its expectations or the expectations of its investors, the trading price of ChargePoint’s Common Stock could be adversely affected.

ChargePoint does not currently maintain a program to hedge exposures in foreign currencies.

However, in the future, ChargePoint may use derivative instruments, such as foreign currency forward and option contracts, to hedge exposures to fluctuations in foreign currency exchange rates.

The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place.

Moreover, the use of hedging instruments may introduce additional risks if ChargePoint is unable to structure effective hedges with such instruments.

Impairment of goodwill may require ChargePoint to record a significant charge to earnings.

ChargePoint is required under generally accepted accounting principles to review its intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

Goodwill is required to be tested for impairment at least annually.

Factors that may be considered a change in circumstances indicating that the carrying value of ChargePoint’s intangible assets and/or goodwill may not be recoverable include a decline in stock price and market capitalization, slower growth rates in ChargePoint’s industry or ChargePoint’s operations, and/or other materially adverse events that have implications on the profitability of

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interpretations could have a significant effect on reported financial results, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change.

ChargePoint’s business.

ChargePoint may be required to record additional charges to earnings during the period in which any impairment of its goodwill or other intangible assets is determined which could adversely impact its results of operations.

ChargePoint incurs significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

ChargePoint faces increased legal, accounting, administrative, disclosure and other costs and expenses as a public company that it did not incur as a private company.

Sarbanes-Oxley, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies.

ChargePoint faces increased legal, accounting, administrative, disclosure and other costs and expenses as a public company.

Sarbanes-Oxley, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Act and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies.

Compliance with public company requirements increases costs and make certain activities more time-consuming.

A number of those requirements require ChargePoint to carry out activities it has not done previously and additional expenses associated with SEC reporting requirements will continue to be incurred.

Furthermore, if any issues in complying with those requirements are identified ChargePoint may be subject to additional costs and expenses to come into compliance (see also “Financial, Tax and Accounting-Related Risks —ChargePoint previously identified material weaknesses in its internal control over financial reporting.

A number of those requirements require ChargePoint to incur additional expenses associated with SEC reporting requirements.

Furthermore, if any issues in complying with those requirements are identified ChargePoint may be subject to additional costs and expenses to come into compliance.

ChargePoint has incurred costs and could incur additional costs to rectify new issues, and the existence of these issues could adversely affect its reputation or investor perceptions.

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Additionally, existing laws, regulations, standards and other obligations may be interpreted in new and differing manners in the future, and may be inconsistent among jurisdictions.

Future laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure and transfer for ChargePoint and its customers.

In addition, State Attorneys General have begun enforcement actions under state comprehensive privacy laws.

Although ChargePoint initiated compliance programs designed to ensure compliance with state privacy laws after consulting with outside privacy

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compliance and penalties for non-compliance, and limitations on data collection, use, disclosure and transfer for ChargePoint and its customers.

In addition, State Attorneys General have begun enforcement actions under the new state privacy laws.

Although ChargePoint initiated compliance programs designed to ensure compliance with state privacy laws after consulting with outside privacy counsel, ChargePoint may remain exposed to ongoing legal risks and compliance costs related to state privacy laws as well as evolving privacy and information security standards under consumer protection laws, including those enforced by the Federal Trade Commission (“FTC”).

In the event ChargePoint is subject to litigation, penalties, or enforcement actions pursuant to the GDPR, UK GDPR, California Consumer Privacy Act (“CCPA”) and newer state privacy laws in the United States, the FTC or other applicable state laws, ChargePoint may be subject to fines and penalties, remediation measures which will divert management’s time and attention, as well as harm to its reputation.

Marketing and digital advertising laws such as the EU’s “e-Privacy Directive” and the United States CAN-SPAM Act create further risks for ChargePoint should it not comply with those law’s requirements concerning marketing, cookies and trackers, and email promotions.

The CAN-SPAM Act authorizes class actions with statutory damages and the e-Privacy Directive creates a risk of enforcement actions and fines.

In the event such a class action or enforcement action is brought against ChargePoint, it may need to expend costs and resources defending such litigation or enforcement action and any potential damages or fines awarded as the result of such actions, which could have an adverse effect on ChargePoint’s business and reputation.

counsel, ChargePoint may remain exposed to ongoing legal risks and compliance costs related to state privacy laws as well as evolving privacy and information security standards under consumer protection laws, including those enforced by the Federal Trade Commission (“FTC”).

In the event ChargePoint is subject to litigation, penalties, or enforcement actions pursuant to the EU GDPR, UK GDPR, California Consumer Privacy Act (“CCPA”), California Invasion of Privacy Act (“CIPA”) and similar state privacy laws in the United States, the FTC or other applicable state laws, ChargePoint may be subject to fines and penalties, remediation measures which will divert management’s time and attention, as well as harm to its reputation.

Marketing and digital advertising laws such as the EU’s “e-Privacy Directive” and the federal CAN-SPAM Act in the United States and similar state laws create further risks for ChargePoint should it not comply with those law’s requirements concerning marketing, cookies and trackers, and email promotions.

The e-Privacy Directive creates a risk of enforcement actions and fines and the CAN-SPAM Act authorizes class actions with statutory damages.

In the United States, there are also putative class actions being brought based upon the use of cookies and trackers through novel theories including leveraging “wiretapping” laws.

ChargePoint is currently subject to a putative class action filed under CIPA and it may need to expend costs and resources defending such litigation or enforcement action and any potential damages or fines awarded as the result of such actions, which could have an adverse effect on ChargePoint’s business and reputation.

In addition to government activity, privacy advocacy groups, the technology industry and other industries have established or may establish various new, additional or different self-regulatory standards that may place additional burdens on technology companies.

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ChargePoint’s business faces increasing regulation and disclosure obligations related to environmental, social and governance issues, including supply chain management, climate change, safety, diversity and inclusion, workplace conduct, and human rights.

For example, in March 2024, the SEC adopted final rules to require public companies to disclose certain climate-related information.

While the SEC has imposed a voluntary stay on the implementation of the climate-related disclosures, if and when the stay is lifted, the final SEC rules may require ChargePoint to disclose, among other things:

material climate-related risks;

activities to mitigate or adapt to such risks;

information about ChargePoint’s board of directors' oversight of climate-related risks and management’s role in managing material climate-related risks;

and information on any climate-related targets or goals that are material to ChargePoint’s business, results of operations, or financial condition.

Likewise, in October 2023, the State of California adopted SB 253, the Climate Corporate Data Accountability Act, which will require ChargePoint to annually disclose Scope 1, Scope 2, and Scope 3 greenhouse gas emissions and SB 261, Greenhouse Gases:

For example, in October 2023, the State of California adopted SB 253, the Climate Corporate Data Accountability Act, which require companies to annually disclose Scope 1, Scope 2, and Scope 3 greenhouse gas emissions and SB 261, Greenhouse Gases:

Climate-Related Financial Risk which will require biennial disclosure of a company’s financial risk caused by climate change.

ChargePoint may in the future be subject to these and similar reporting requirements.

In addition, ChargePoint and certain of its subsidiaries may be subject to the requirements of the European Union’s Corporate Sustainability Reporting Directive (and its implementing laws, standards and regulations as well as other related European Union directives and regulations), which will require additional disclosures across environmental, social and governance topics, such as climate change, biodiversity, pollution, resource use, human capital management and supply chain labor standards, among other topics.

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If ChargePoint fails to meet applicable standards or expectations with respect to these issues across all of its operations and activities, its reputation and brand could be damaged, and its business, financial condition and results of operations could be adversely impacted.

ChargePoint is subject to evolving technical, safety, metrology (weights and measures), labeling and payment requirements for EV charging equipment and services;

failure to comply with, or changes in, these requirements could increase costs, delay deployments, limit revenue recognition, reduce utilization of existing assets, or lead to enforcement actions.

ChargePoint’s Networked Charging Systems and the ChargePoint Platform operate in a regulatory environment that imposes technical and commercial metering requirements when commercial transactions are the basis for sale (e.g., price per kWh), including those embodied in National Institute of Standards and Technology (NIST) Handbook 44 Section 3.40 for EV fueling equipment;

compliance is enforced primarily at the state level and through the National Type Evaluation Program (NTEP) certifications or California Type Evaluation Program (CTEP) in California.

In certain jurisdictions, these regulations are enforced through county and municipal governments.

Additionally, publicly available charging stations in many states must meet payment and disclosure rules (e.g., labeling and fee disclosure requirements).

Changes in how these standards are interpreted, phased in, or enforced—or how eligibility rules under government programs are tied to them—could result in additional testing, certification, software changes, retrofits, field “placed in service” procedures, incremental costs or operating expenses, temporary site shutdowns, refunds, penalties, or delayed revenue.

If ChargePoint fails to meet these standards, its reputation and brand could be damaged, and its business, financial condition and results of operations could be adversely impacted.

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As a result of ChargePoint’s U.S.

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In addition, ChargePoint may be subject to anti-money laundering laws in some countries in which it conducts activities.

ChargePoint faces significant risks if it fails to comply with the FCPA and other anti-corruption laws, which are interpreted broadly and collectively prohibit companies and their employees, agents, contractors and other third-party intermediaries from promising, authorizing, offering, providing, soliciting and/or receiving, directly or indirectly, improper payments or anything else of value to or from persons in the public or private sector for the purpose of obtaining or retaining business, directing business to any

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person, or otherwise securing an improper advantage.

The FCPA also requires U.S.

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Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste or batteries, could cause additional expenditures, restrictions and delays in connection with ChargePoint’s operations as well as other future projects, the extent of which cannot be predicted.

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Further, ChargePoint currently relies on third-parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non-hazardous wastes.

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Risks Related to Ownership of ChargePoint’s Securities

If ChargePoint fails to regain compliance with the listing standards of the New York Stock Exchange, it could result in the delisting of ChargePoint’s Common Stock and adversely affect the market price and liquidity of ChargePoint’s Common Stock.

ChargePoint’s Common Stock is currently traded on the New York Stock Exchange (“NYSE”) under the symbol “CHPT.” The NYSE has requirements that a company must meet in order to remain listed on the NYSE.

In particular, NYSE rules require ChargePoint

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to maintain a minimum trading price of $1.00 per share of its Common Stock (the “Bid Price Requirement”).

If the closing bid price of ChargePoint’s common stock falls below $1.00 per share for 30 consecutive trading days or if ChargePoint does not meet other listing requirements, it would fail to be in compliance with NYSE listing standards.

There can be no assurance that ChargePoint will continue to meet the Bid Price Requirement, or any other listing requirement in the future.

On February 19, 2025, ChargePoint received a notification letter from the NYSE that it is not in compliance with the Bid Price Requirement because the average closing price of its Common Stock was less than $1.00 over a consecutive 30 trading-day period.

ChargePoint 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, ChargePoint has (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

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

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

While ChargePoint intends to consider available alternatives, including but not limited to, seeking to effect a reverse stock split, to regain compliance with the Bid Price Requirement, there can be no assurance that ChargePoint will be able to satisfy the Bid Price Requirement, or maintain continued compliance with the Bid Price Requirement, or the other listing requirements of the NYSE.

If ChargePoint is unable to meet these requirements, and ChargePoint’s Common Stock were to be delisted from the NYSE, trading of ChargePoint’s Common Stock most likely will be conducted in the over-the-counter market on an electronic bulletin board established for unlisted securities such as the OTC Markets or in the “pink sheets.” Such a downgrading in ChargePoint’s listing market may limit its ability to make a market in its Common Stock and which may impact purchases or sales of its securities.

Future sales of ChargePoint’s Common Stock in the public market, or the perception that such sales may occur, could reduce ChargePoint’s stock price, and any conversions of the 2028 Convertible Notes will, and any additional capital raised through the sale of equity or any future convertible securities ChargePoint may issue could, dilute existing stockholders’ ownership.

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In that event, the ownership of existing ChargePoint stockholders would be diluted and the value of the stockholders' equity in Common Stock could be reduced.

If ChargePoint raised more equity capital from the sale of Common Stock, institutional or other investors may negotiate terms more favorable than the current prices of ChargePoint’s Common Stock.

If ChargePoint raised more equity capital from the sale of its Common Stock, institutional or other investors may negotiate terms more favorable than the current prices of ChargePoint’s Common Stock.

If ChargePoint issues debt securities, the holders of the debt would have a claim to ChargePoint assets that would be prior to the rights of stockholders until the debt is repaid.

Interest on these debt securities would increase costs and could negatively impact operating results.

In April 2022, ChargePoint completed a private placement of $300.0 million of aggregate principal amount of convertible notes with an original maturity date of April 1, 2027, which were subsequently amended in October 2023 to, among other things, extend the maturity date of the convertible notes until April 1, 2028 (the “2028 Convertible Notes” and such amendment, the “Notes Amendment”).

The 2028 Convertible Notes may decrease ChargePoint’s business flexibility and access to capital, require a significant amount of cash to service, dilute the ownership interest of existing stockholders and otherwise depress the price of its Common Stock, and delay or hinder an otherwise beneficial takeover of the Company.

On July 1, 2022, ChargePoint filed a Registration Statement on Form S-3 (File No.

333-265986), which permits ChargePoint to offer up to $1.0 billion shares of ChargePoint 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”).

Further, as part of the Shelf Registration Statement, ChargePoint may also sell shares of its Common Stock in “at-the-market” offerings pursuant to that certain common stock sales agreement dated July 1, 2022, by and among ChargePoint and the underwriters thereto (the “ATM Facility”).

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

The sale of a substantial number of shares of ChargePoint Common Stock pursuant to the ATM Facility, the Shelf Registration Statement or otherwise, or anticipation of any such sales, could cause the trading price of ChargePoint’s Common Stock to decline or make it more difficult for ChargePoint to sell equity or equity-related securities in the future at a time and at a price that ChargePoint might otherwise desire.

In addition, issuances of any shares of ChargePoint Common Stock sold pursuant to the ATM Facility or any securities sold pursuant to the Shelf Registration Statement will have a dilutive effect on our existing stockholders.

In accordance with Delaware law and the provisions of ChargePoint’s Second Amended and Restated Certificate of Incorporation (the “Charter”), ChargePoint may issue preferred stock that ranks senior in right of dividends, liquidation or voting to its Common Stock.

The issuance by ChargePoint of such preferred stock may (a) reduce or eliminate the amount of cash available for payment of dividends to other holders of ChargePoint Common Stock, (b) diminish the relative voting strength of the total shares of Common Stock outstanding as a class, or (c) subordinate the claims of ChargePoint holders of Common Stock to ChargePoint assets in the event of a liquidation.

In November 2025, ChargePoint completed a private exchange of $328.6 million of aggregate capitalized principal amount of its convertible notes with a maturity date of April 1, 2028 (the “2028 Convertible Notes” and such exchange, the “Exchange Transaction”) resulting in $11.3 million of its 2028 Convertible Notes remaining outstanding.

In connection with the Exchange Transaction, ChargePoint (i) issued $186.5 million in senior secured loans (the “2025 Senior Loan”) pursuant to the 2025 Credit Agreement (described below), (ii) paid $25.0 million in cash, and (iii) issued warrants to purchase up to 1,671,000 shares of ChargePoint’s Common Stock at an exercise price of $25.00 per share (the “2025 Warrants”).

Pursuant to the 2025 Senior Loan, ChargePoint has the option, during the first year that the 2025 Senior Loan is outstanding, to elect to issue shares of ChargePoint Common Stock (“Interest Shares”) in an amount equal to the quotient of (i) the amount of interest in respect of such interest period otherwise payable in cash and (ii) a price per share equal to the volume-weighted average price per share of ChargePoint’s Common Stock for the thirty (30) consecutive trading days immediately preceding (but not including) the applicable interest payment date.

Through January 31, 2026, ChargePoint has issued 193,210 of Interest Shares pursuant to the 2025 Senior Loan.

The 2025 Senior Loan and 2028 Convertible Notes may decrease ChargePoint’s business flexibility and access to capital, require a significant amount of cash to service, dilute the ownership interest of existing stockholders and otherwise depress the price of its Common Stock, and delay or hinder an otherwise beneficial takeover of the Company.

In addition, ChargePoint previously filed a Registration Statement on Form S-3 (File No.

333-265986), which permitted ChargePoint to offer up to $1.0 billion of shares of ChargePoint 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, and simultaneously entered into an “at-the-market” sales agreement dated July 1, 2022, by and among ChargePoint and the underwriters thereto (the “2022 ATM Facility”) which permitted ChargePoint to make offerings of up to $500.0 million of its Common Stock from time to time.

On July 11, 2025, ChargePoint terminated the 2022 ATM Facility, and on September 8, 2025, ChargePoint entered into a new “at-the-market” sales agreement, by and between ChargePoint and the underwriter thereto, pursuant to which ChargePoint may from time to time sell shares of its Common Stock having an aggregate offering price of up to $150.0 million (the “2025 ATM Facility”).

Sales of ChargePoint Common Stock pursuant to the 2025 ATM Facility, if any, will be made under ChargePoint’s new registration statement on Form S-3 (File No.

333-290113) that ChargePoint filed with the SEC on September 8, 2025, amended on December 5, 2025 and was declared effective by the SEC on December 8, 2025 (the “2025 Shelf Registration Statement”).

The 2025 Shelf Registration Statement will facilitate offers of up to $400.0 million of shares 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 sale of a substantial number of shares of ChargePoint’s Common Stock pursuant to the 2025 ATM Facility, the 2025 Shelf Registration Statement or otherwise, or anticipation of any such sales, could cause the trading price of ChargePoint’s Common Stock to decline or make it more difficult for ChargePoint to sell equity or equity-related securities in the future at a time and at a price that ChargePoint might otherwise desire.

In addition, issuances of any shares of ChargePoint’s Common Stock sold pursuant to the 2025 ATM Facility or any securities sold pursuant to the 2025 Shelf Registration Statement will have a dilutive effect on our existing stockholders.

In accordance with Delaware law and the provisions of ChargePoint’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”), ChargePoint may issue preferred stock that ranks senior in right of dividends, liquidation or voting to its Common Stock.

The issuance by ChargePoint of such preferred stock may (a) reduce or eliminate the amount of cash available for payment of dividends to other holders of ChargePoint’s Common Stock, (b) diminish the relative voting strength of the total shares of Common Stock outstanding as a class, or (c) subordinate the claims of ChargePoint holders of Common Stock to ChargePoint assets in the event of a liquidation.

ChargePoint cannot predict the size of future issuances of its Common Stock or any additional issuances of securities convertible into Common Stock or the effect, if any, that future issuances and sales of shares of its Common Stock will have on the market price of its Common Stock.

Sales of substantial amounts of ChargePoint Common Stock (including any shares issued upon the conversion of the 2028 Convertible Notes or pursuant to the ATM Facility, the Shelf Registration Statement, or in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of ChargePoint Common Stock.

ChargePoint has entered into a 2027 Revolving Credit Facility that imposes certain restrictions on its business and operations that may affect its ability to operate its business and make payments on its indebtedness.

ChargePoint’s subsidiary ChargePoint, Inc.

entered into a revolving credit agreement on July 27, 2023 (the “Revolving Credit Agreement”).

The Revolving Credit Agreement provides for a senior secured revolving credit facility in an initial aggregate principal

Sales of substantial amounts of ChargePoint’s Common Stock, including any shares issued upon the conversion or restructuring of the 2028 Convertible Notes, or pursuant to the 2025 ATM Facility, the 2025 Shelf

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amount of up to $150.0 million, with a maturity date of January 1, 2027 (the “2027 Revolving Credit Facility”).

Pursuant to the Revolving Credit Agreement, ChargePoint 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.

The Revolving Credit Agreement contains covenants that, among other things, restrict ChargePoint’s ability to (i) incur additional indebtedness, (ii) incur liens, (iii) sell, transfer, or dispose of property and assets, (iv) invest, (v) make dividends or distributions or other restricted payments and (vi) engage in affiliate transactions, in each case subject to certain dollar baskets and customary carveouts.

In addition, ChargePoint is required 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 ChargePoint to maintain, at all times, Total Liquidity equal to the sum of cash and cash equivalents held by ChargePoint and the other loan parties at controlled accounts with the initial lenders under the 2027 Revolving Credit Facility plus the aggregate unused amount of the commitments then available to be drawn under the 2027 Revolving Credit Facility.

These restrictions may restrict ChargePoint’s current and future operations, particularly its ability to respond to certain changes in its business or industry or take future actions.

Registration Statement, any Interest Shares issued under the 2025 Credit Agreement, or in connection with an acquisition, or the perception that such sales could occur, may adversely affect prevailing market prices of ChargePoint’s Common Stock.

ChargePoint has entered into the 2025 Credit Agreement, which imposes certain restrictions on its business and operations that may affect its ability to operate its business and make payments on its indebtedness.

ChargePoint, ChargePoint’s subsidiary, ChargePoint, Inc.

(the “Borrower”), and certain subsidiaries of ChargePoint as guarantors (the “Subsidiary Guarantors,” and together with ChargePoint and the Borrower, the “Credit Parties”) entered into a Credit and Security Agreement on November 14, 2025 with Alter Domus (US) LLC, as administrative agent and collateral agent, and the lenders party thereto (the “2025 Credit Agreement”).

The 2025 Credit Agreement provides for the 2025 Senior Loan in an initial aggregate principal amount of $186.5 million .

The 2025 Senior Loan matures on January 31, 2030 and does not amortize, except as described below.

In accordance with the 2025 Credit Agreement, the Borrower prepaid an aggregate of $30.0 million of the 2025 Senior Loans in two equal installments of $15.0 million each, the first of which occurred on November 24, 2025, and the second of which occurred on February 17, 2026.

The remaining 2025 Senior Loan bears interest at a fixed rate of 12.00% per annum, payable quarterly.

For each of the first four quarterly interest payment dates, the Borrower may elect to pay in Interest Shares, valued based on the 30-day trailing volume-weighted average price (“VWAP”) preceding the applicable interest payment date.

Issuance of Interest Shares is subject to a cap of 19.99% of the Company’s outstanding shares of Common Stock to comply with NYSE listing requirements, unless stockholder approval is obtained.

The Borrower’s obligations under the 2025 Credit Agreement are guaranteed by ChargePoint and the Subsidiary Guarantors.

In addition, the 2025 Senior Loan is secured by (i) a first priority pledge of the equity securities of the Borrower and certain of its subsidiaries, subject to customary exceptions (including a 65% limitation on pledges of first-tier foreign subsidiary equity, except with respect to foreign subsidiaries in specified jurisdictions), and (ii) first priority security interests in substantially all current and after-acquired tangible and intangible personal property of the Credit Parties, including intellectual property, in each case, subject to customary exclusions, permitted liens and other agreed limitations.

The 2025 Credit Agreement permits the Borrower to make voluntary prepayments at its discretion.

On or prior to the second anniversary of the closing date, voluntary principal payments in respect of the 2025 Senior Loan and mandatory principal payments in connection with any acceleration of the 2025 Senior Loan will be subject to a customary make-whole premium based on the yield on U.S.

Treasury notes with a maturity closest to the second anniversary of the closing date plus 50 basis points.

Thereafter, principal payments in respect of such 2025 Senior Loan will be subject to a premium equal to (x) 2.00% after the second anniversary of the closing date and on or prior to the third anniversary of the closing date and (y) 0.00% thereafter.

Notwithstanding the foregoing in the event of a change of control (as such term is defined in the 2025 Credit Agreement), the agent and the lenders constituting the required lenders (as such term is defined in the 2025 Credit Agreement) may declare 100% of the principal of, and accrued and unpaid interest, if any, on, the 2025 Senior Loan to be due and payable immediately, together with an additional prepayment premium in an amount equal to (1) 3.00% on or prior to the second anniversary of the closing date, (2) 2.00% after the second anniversary of the closing date and on or prior to the third anniversary of the closing date and (3) 0.00% thereafter.

The 2025 Credit Agreement contains (i) customary affirmative and negative covenants that, among other things, restrict the ability of ChargePoint and its subsidiaries to incur additional indebtedness, incur liens, make investments or acquisitions, declare or pay dividends or other restricted payments, dispose of assets, or enter into transactions with affiliates and (ii) customary events of default, including a cross-default to material indebtedness and bankruptcy-related triggers.

In addition, the 2025 Credit Agreement requires the Borrower to maintain minimum liquidity of $25.0 million, tested on the last business day of each fiscal month.

Liquidity includes unrestricted cash and cash equivalents held by the Credit Parties and up to $10.0 million in unused commitments under any revolving credit facility.

ChargePoint’s ability to satisfy and comply with these restrictive covenants may be impacted by events beyond its control and ChargePoint may be unable to do so.

The Revolving Credit Agreement and related security agreements provides that ChargePoint’s breach or failure to satisfy certain covenants may constitute an event of default.

Upon the occurrence of an event of default, the lenders under the 2027 Revolving Credit Facility could elect to declare all amounts outstanding under the 2027 Revolving Credit Facility to be immediately due and payable.

In addition, the lenders, to whom ChargePoint granted a security interest in substantially all of its assets, including its intellectual property, would have the right to proceed against such assets which were provided as collateral pursuant to the Revolving Credit Agreement and related security agreement.

If any debt drawn down under the 2027 Revolving Credit Facility was to be accelerated, ChargePoint may not have sufficient cash on hand or be able to generate sufficient cash to repay it, which may have an adverse effect on its business and operating results.

Moreover, the Revolving Credit Agreement requires ChargePoint to dedicate a portion of its cash flow from operations to commitment payments and interest payments in the event ChargePoint was to draw down on the commitment amounts under the 2027 Revolving Credit Facility, thereby reducing the availability of ChargePoint’s cash to fund working capital, capital expenditures and other general corporate purposes;

The 2025 Credit Agreement and related security agreements provide that ChargePoint’s breach or failure to satisfy certain covenants may constitute an event of default.

Upon the occurrence of an event of default, the lenders under the 2025 Credit Agreement could elect to declare all amounts outstanding under the 2025 Credit Agreement to be immediately due and payable.

In addition, the lenders, to whom the Credit Parties granted a security interest in substantially all of their respective assets, including their intellectual property, would have the right to proceed against such assets which were provided as collateral pursuant to the 2025 Credit Agreement and related security agreements.

If any of the 2025 Senior Loan outstanding under the 2025 Credit Agreement was to be accelerated, ChargePoint may not have sufficient cash on hand or be able to generate sufficient cash to repay it, which may have an adverse effect on its business and operating results.

Moreover, the 2025 Credit Agreement requires ChargePoint to dedicate a portion of its cash flow from operations to cash interest payments after the first four quarterly interest payments, thereby reducing the availability of ChargePoint’s cash to fund working capital, capital expenditures and other general corporate purposes;

increasing ChargePoint’s vulnerability to adverse general economic, industry, or competitive developments or conditions;

and limiting ChargePoint’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates or in pursuing its strategic objectives.

ChargePoint may need to raise additional funds and these funds may not be available when needed or may not be available on terms that are favorable to ChargePoint.

ChargePoint may need to raise additional capital in the future to further scale its business, expand to additional markets or repay or refinance its existing indebtedness when due, including its 2028 Convertible Notes.

ChargePoint may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or financial institutions.

ChargePoint may need to raise additional funds to support its operations and these funds may not be available when needed or may not be available on terms that are favorable to ChargePoint.

ChargePoint may need to raise additional capital in the future to further scale its business, expand to additional markets or repay or refinance its existing indebtedness, including its 2025 Senior Loan or 2028 Convertible Notes.

ChargePoint may raise additional funds

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through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or financial institutions.

ChargePoint cannot be certain that additional funds will be available on favorable terms when required, or at all.

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ChargePoint has incurred substantial indebtedness that may decrease its business flexibility, access to capital, and/or increase its borrowing costs, and ChargePoint may still incur substantially more debt, which may adversely affect its operations and financial results.

In April 2022, ChargePoint originally issued the 2028 Convertible Notes and in July 2023, ChargePoint entered into the 2027 Revolving Credit Facility.

The 2025 Credit Agreement includes broad restrictions and limitations on the additional indebtedness that ChargePoint and its subsidiaries may incur, provided however, that, in addition to certain customary exceptions to such restrictions and limitations, ChargePoint may raise additional non-recourse indebtedness through a qualified receivables financing or qualified receivables factoring facility in a principal amount not to exceed the lesser of $75 million and fifty percent (50.0%) of the sum of ChargePoint’s Working Capital Balances (as defined in the 2025 Credit Agreement).

Further, in April 2022, ChargePoint originally issued the 2028 Convertible Notes.

The indenture for the 2028 Convertible Notes includes a restrictive covenant that, subject to specified exceptions, limits the ability of ChargePoint and its subsidiaries to incur secured debt in excess of $750.0 million.

In addition, the indenture includes customary terms and covenants, including certain events of default, after which the holders may accelerate the maturity of the 2028 Convertible Notes and declare 100% of the principal of, and accrued and unpaid interest, if any, on, the 2028 Convertible Notes to become due and payable immediately.

As an example, ChargePoint’s inability to satisfy the continuous listing standards of the NYSE and becoming delisted from the NYSE could permit the holders to accelerate the maturity date of the 2028 Convertible Notes (see also “Risks Related to Ownership of ChargePoint’s Securities—If ChargePoint fails to regain compliance with the listing standards of the New York Stock Exchange, it could result in the delisting of ChargePoint’s Common Stock and adversely affect the market price and liquidity of ChargePoint’s Common Stock.” for more detail).

The 2027 Revolving Credit Facility and related security agreements provide that ChargePoint’s breach or failure to satisfy certain covenants may constitute an event of default.

As a result of these and other terms in the 2028 Convertible Notes and 2027 Revolving Credit Facility, ChargePoint’s indebtedness may:

In addition, the indenture for the 2028 Convertible Notes separately includes customary terms and covenants, including certain events of default after which the holders of the 2028 Convertible Notes may accelerate the maturity of the 2028 Convertible Notes and declare 100% of the outstanding principal of, and accrued and unpaid interest, if any, on the 2028 Convertible Notes to become due and payable immediately.

The 2025 Credit Agreement provides that ChargePoint’s breach or failure to satisfy certain covenants may constitute an event of default.

As a result of these and other terms in the 2025 Credit Agreement and 2028 Convertible Notes, ChargePoint’s indebtedness may:

• limit ChargePoint’s ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;

• limit ChargePoint’s ability to use its cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;

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• require ChargePoint to use a substantial portion of its cash flow from operations to make debt service payments;

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• increase ChargePoint’s vulnerability to the impact of adverse economic and industry conditions.

Further, the indenture governing the 2028 Convertible Notes does not restrict ChargePoint’s ability to incur additional indebtedness other than secured debt, and as a result ChargePoint and its subsidiaries may incur substantial additional indebtedness in the future.

Further, the indenture governing the 2028 Convertible Notes does not restrict ChargePoint’s ability to incur additional indebtedness other than secured debt, and the 2025 Credit Agreement includes certain exceptions to the restrictions and limitations on additional indebtedness that ChargePoint and its subsidiaries may incur, as described above.

As a result, ChargePoint and its subsidiaries may incur substantial additional indebtedness in the future.

ChargePoint has never paid cash dividends on its capital stock and does not anticipate paying dividends in the foreseeable future.

ChargePoint has never paid cash dividends on its capital stock and currently intends to retain any future earnings to fund the growth of its business.

Any determination to pay dividends in the future will be at the discretion of the Board and will depend on financial condition, operating results, capital requirements, general business conditions and other factors that the Board may deem relevant.

Any determination to pay dividends in the future will be at the discretion of ChargePoint’s board of directors (the “Board”) and will depend on financial condition, operating results, capital requirements, general business conditions and other factors that the Board may deem relevant.

As a result, capital appreciation, if any, of Common Stock will be the sole source of gain for the foreseeable future.

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• issuance of new or updated research or reports by securities analysts or changed recommendations for the industry in general;

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• announcements of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;

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• changes in capital structure, including future issuances of securities or the incurrence of debt;

• general economic, political and market conditions, including those resulting from the ongoing conflict between Russia and Ukraine, conflicts in the Middle East, rising political tensions with China and increased trade restrictions by governmental and private entities;

• failure to regain compliance with the listing standards of the NYSE.

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• general economic, political and market conditions, including those resulting from the ongoing conflict between Russia and Ukraine, ongoing conflicts in the Middle East involving the United States, Iran, Israel and other Gulf States, rising political tensions with China and increased trade restrictions by governmental and private entities;

• failure to maintain compliance with the listing standards of the NYSE.

In addition, the stock market in general, and the stock prices of technology companies in particular, have experienced extreme price and volume fluctuations.

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ChargePoint Holdings, Inc., et al.

The complaint alleges that ChargePoint and certain of its former officers 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;

The operative complaint alleges that ChargePoint and certain of its former officers made materially false and misleading statements in violation of Section 10(b) and Rule 10(b)-5(b) of the Exchange Act regarding, (1) ChargePoint’s revenue;

and (2) the value of ChargePoint’s inventory.

The plaintiffs also allege that ChargePoint and certain of its former officers engaged in a scheme to prematurely recognize revenue in violation of Sections 10(a) and (c) of the Securities and Exchange Act.

The plaintiffs also allege that ChargePoint and certain of its former officers engaged in a scheme to prematurely recognize revenue in violation of Section 10(b) and Rules 10(b)-5(a) and (c) of the Exchange Act.

Derivative actions have been filed in the U.S.

District Court for the District of Delaware and the U.S.

District Court for the Northern District of California against ChargePoint’s board of directors and certain of its former officers, alleging that they breached their fiduciary duties to ChargePoint in connection with the same alleged events and alleged materially false and misleading statements asserted in the class action described above.

District Court for the Northern District of California against the Board and certain of its former officers, alleging that they breached their fiduciary duties to ChargePoint in connection with the same alleged events and alleged materially false and misleading statements asserted in the class action described above.

In connection with the class action, ChargePoint could be forced to make significant payments to or other settlements with its stockholders and their lawyers that are outside of ChargePoint’s insurance coverage, and such payments or settlement arrangements could have a material adverse effect on ChargePoint’s business, operating results or financial condition.

In addition, ChargePoint’s involvement in these matters, as well as any future litigation or other administrative proceedings could cause ChargePoint to incur substantial expenses and could significantly divert the time and attention of ChargePoint’s management.

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ChargePoint’s management.

Any public announcements related to litigation or administrative proceedings initiated or threatened against ChargePoint could cause its stock price to decline.

See Note 7, Commitments and Contingencies in Part II, Item 8, “Financial Statements” of this Annual Report on Form 10-K, under “Legal Proceedings” for more information related to ChargePoint’s existing securities class action and stockholder derivative actions.

Servicing the 2028 Convertible Note obligations will require a significant amount of cash.

ChargePoint may not have sufficient cash flow from its business to pay its outstanding debt, and ChargePoint may not have the ability to raise the funds necessary to settle conversions of the 2028 Convertible Notes in cash or to repurchase the 2028 Convertible Notes upon a fundamental change, which could adversely affect its business and results of operations.

ChargePoint’s ability to make scheduled payments of the principal of, to pay interest on, or to refinance its indebtedness, including the amounts payable under the 2028 Convertible Notes and any amounts draw under the 2027 Revolving Credit Facility, depends on its future performance, which is subject to economic, financial, competitive, and other factors beyond its control.

Servicing the 2025 Senior Loan and 2028 Convertible Note obligations will require a significant amount of cash.

ChargePoint’s ability to make scheduled payments of the principal of, to pay interest on, or to refinance its indebtedness, including the amounts payable under the 2025 Credit Agreement and 2028 Convertible Notes, depends on its future performance, which is subject to economic, financial, competitive, and other factors beyond its control.

ChargePoint’s business may not generate cash flow from operations in the future sufficient to service its indebtedness and make necessary capital expenditures.

The 2025 Senior Loan will bear interest at a fixed rate of 12.00% per annum, payable quarterly.

For each of the first four quarterly interest payment dates, after November 14, 2025, the Borrower may elect to pay Interest Shares in shares of Common Stock of ChargePoint, valued based on the 30-day VWAP preceding the applicable interest payment date and the Borrower did elect to pay Interest Shares for the first quarterly interest payment.

Issuance of Interest Shares is subject to a cap of 19.99% of the Company’s outstanding shares of Common Stock to comply with NYSE listing requirements, unless stockholder approval is obtained.

After the first four quarterly interest payments, ChargePoint will pay cash interest on a quarterly basis on each of February 15, May 15, August 15 and November 15.

Interest on the 2028 Convertible Notes is payable semi-annually in arrears on April 1 and October 1, and the 2028 Convertible Notes will mature on April 1, 2028, unless redeemed, repurchased or converted in accordance with their terms prior to such date.

While ChargePoint can elect to make any interest payment in cash, paid in kind through an increase in the principal amount of the 2028 Convertible Notes, referred to as PIK Interest, or any combination thereof, to the extent ChargePoint elects PIK Interest, the 2028 Convertible Notes bear interest at a rate of 8.50% per annum, compared to 7.00% per annum to the extent paid in cash.

For the interest period from April 1 through October 1, 2024, ChargePoint elected the option of paying PIK Interest which increased the effective interest rate payable on the 2028 Convertible Notes, increased the capitalized principal amount of the 2028 Convertible Notes and may increase dilution to ChargePoint’s stockholders to the extent the 2028 Convertible Notes are converted into shares of Common Stock pursuant to their terms.

ChargePoint can elect to make any interest payment with respect to the 2028 Convertible Notes in cash or in kind through an increase in the principal amount of the 2028 Convertible Notes (PIK Interest) (or any combination thereof).

To the extent ChargePoint elects PIK Interest, the 2028 Convertible Notes bear interest at a rate of 8.50% per annum, compared to 7.00% per annum to the extent paid in cash.

For the interest periods from April 1, 2025 through October 1, 2025, ChargePoint elected the option of paying PIK Interest which increased the effective interest rate payable on the 2028 Convertible Notes, increased the capitalized principal amount of the 2028 Convertible Notes and may increase dilution to ChargePoint’s stockholders to the extent the 2028 Convertible Notes are converted into shares of Common Stock pursuant to their terms.

See Note 6, Debt in Part II, Item 8, “Financial Statements” of this Annual Report on Form 10-K, under “2028 Convertible Notes” for more information related to ChargePoint’s election of PIK Interest payments.

If ChargePoint is unable to generate sufficient cash flow to pay the principal and/or interest on its indebtedness, ChargePoint’s flexibility in how it pays interest on the 2028 Convertible Notes may be limited and it may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive, to pay its outstanding indebtedness.

If ChargePoint is unable to generate sufficient cash flow to pay the principal and/or interest on its indebtedness, ChargePoint’s flexibility in how it pays interest on the 2025 Senior Loan and 2028 Convertible Notes may be limited and it may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive, to pay its outstanding indebtedness.

ChargePoint’s ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time.

For example, interest rate increases and/or other monetary policy changes could ultimately result in higher short-term and/or long-term interest rates and could otherwise impact the general availability of credit.

Higher prevailing interest rates and/or a

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tightening supply of credit would adversely affect the terms upon which ChargePoint would be able to refinance its indebtedness, if at all.

Higher prevailing interest rates and/or a tightening supply of credit would adversely affect the terms upon which ChargePoint would be able to refinance its indebtedness, if at all.

As a result, ChargePoint may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on its debt obligations.

In the event of a change of control (as such term is defined in the 2025 Credit Agreement) holders of the outstanding principal amount of the 2025 Senior Loan will have the right to repayment of the outstanding initial term loan and an additional prepayment premium equal to (i) 3% of the outstanding initial term loan amount if made on or prior to November 14, 2027, or (ii) 2% of the outstanding initial term loan amount if made after November 14, 2027 and prior to November 14, 2028, in each case plus any accrued and unpaid interest .

In the event of a fundamental change or a change in control transaction (each such term as defined in the indenture governing the 2028 Convertible Notes), holders of the 2028 Convertible Notes will have the right to require ChargePoint to repurchase all or a portion of their 2028 Convertible Notes at a price equal to 100% of the capitalized principal amount of 2028 Convertible Notes, in the case of a fundamental change, or 125% of the capitalized principal amount of 2028 Convertible Notes, in the case of a change in control transaction, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date.

This feature of the 2028 Convertible Notes could have the effect of delaying or preventing a change of control of ChargePoint, whether or not it is desired by, or beneficial to, ChargePoint’s stockholders, and may result in the acquisition of ChargePoint on terms less favorable to its stockholders than it would otherwise be, or could require ChargePoint to pay a portion of the consideration available in such a transaction to holders of the 2028 Convertible Notes.

These features of the 2025 Senior Loan and 2028 Convertible Notes could have the effect of delaying or preventing a change of control of ChargePoint, whether or not it is desired by, or beneficial to, ChargePoint’s stockholders, and may result in the acquisition of ChargePoint on terms less favorable to its stockholders than it would otherwise be, or could require ChargePoint to pay a portion of the consideration available in such a transaction to lenders under the 2025 Credit Agreement or holders of the 2028 Convertible Notes.

In addition, upon conversion of the 2028 Convertible Notes, unless ChargePoint elects to deliver solely shares of its Common Stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), ChargePoint will be required to make cash payments in respect of the 2028 Convertible Notes being converted.

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Prior to the close of business on the business day immediately preceding January 1, 2027, the 2028 Convertible Notes will be convertible subject to the satisfaction of certain conditions set forth in the indenture for such 2028 Convertible Notes.

On or after January 1, 2027, holders of the 2028 Convertible Notes will have the right to convert all or a portion of their 2028 Convertible Notes at any time prior to close of business on the second scheduled trading day immediately preceding the maturity date.

On or after January

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1, 2027, holders of the 2028 Convertible Notes will have the right to convert all or a portion of their 2028 Convertible Notes at any time prior to close of business on the second scheduled trading day immediately preceding the maturity date.

Once any such conditional conversion feature of the 2028 Convertible Notes is triggered, holders of the 2028 Convertible Notes will be entitled to convert their 2028 Convertible Notes at any time during the specified periods at their option.

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The accounting method for reflecting the 2028 Convertible Notes on ChargePoint’s balance sheet, accruing interest expense for the 2028 Convertible Notes, and reflecting the underlying shares of its Common Stock in ChargePoint’s reported diluted earnings per share may adversely affect its reported earnings and financial condition.

ChargePoint expects that, under applicable accounting principles, the initial liability carrying amount of the Original Convertible Notes will be the fair value of a similar debt instrument that does not have a conversion feature, valued using its cost of capital for straight, unconvertible debt.

ChargePoint expects that, under applicable accounting principles, the initial liability carrying amount of the $11.3 million aggregate principal amount of convertible notes originally issued by ChargePoint on April 1, 2022 (the “Original Convertible Notes”) will be the fair value of a similar debt instrument that does not have a conversion feature, valued using its cost of capital for straight, unconvertible debt.

ChargePoint has reflected the difference between the net proceeds from the sale of the Original Convertible Notes and the initial carrying amount as a debt discount for accounting purposes, which is amortized into interest expense over the term of the Original Convertible Notes.

The Notes Amendment resulted in the Company utilizing modification accounting, which resulted in the increase in the fair value of the embedded conversion option feature to further reduce the carrying value of the 2028 Convertible Notes, as amended, resulting in an increase in debt issuance cost to be amortized to interest expense over the repayment period.

The amendment of the indenture originally governing the Original Convertible Notes in October 2023 resulted in the Company utilizing modification accounting, which resulted in the increase in the fair value of the embedded conversion option feature to further reduce the carrying value of the 2028 Convertible Notes, as amended, resulting in an increase in debt issuance cost to be amortized to interest expense over the repayment period.

As a result of this amortization, the interest expense to be recognized for the 2028 Convertible Notes for accounting purposes will be greater than the cash interest payments ChargePoint may pay on the 2028 Convertible Notes, were it to elect to pay interest in cash, which results in lower reported net income.

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The application of this “if-converted” method may reduce ChargePoint’s reported diluted earnings per share.

Furthermore, if any of the conditions to the convertibility of the 2028 Convertible Notes is satisfied, then ChargePoint may be required under applicable accounting standards to reclassify the liability carrying value of the 2028 Convertible Notes as a current, rather

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than a long-term, liability.

This reclassification could be required even if no noteholders convert their 2028 Convertible Notes and could materially reduce ChargePoint’s reported working capital.

ChargePoint recently completed a reverse stock split of its shares of Common Stock, which could adversely affect the market price and liquidity of ChargePoint’s Common Stock due to the reduced number of shares outstanding and could potentially have an antitakeover effect.

On February 19, 2025, ChargePoint received a notification letter from the NYSE that it was not in compliance with the continued listing requirements of the NYSE because the average closing price of its Common Stock was less than $1.00 over a consecutive 30 trading-day period, which is the minimum price criteria required to maintain listing on the NYSE under Section 802.01C of the NYSE Listed Company Manual (the “Minimum Price Criteria”).

On July 28, 2025, ChargePoint effected a 1-for-20 reverse stock split of its Common Stock (the “Reverse Stock Split”) and its shares began trading on a post-split basis on July 28, 2025.

Subsequently, ChargePoint received notice from the NYSE that as of July 31, 2025, ChargePoint was no longer considered below the Minimum Price Criteria.

While ChargePoint intends to maintain continued compliance with the Minimum Price Criteria and the other listing requirements of the NYSE, there is no guarantee that ChargePoint will be successful.

Further, if ChargePoint fails to meet the Minimum Price Criteria, and (i) ChargePoint has effected a reverse stock split over the prior one-year period or (ii) has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 200 shares or more to one, then ChargePoint will not be eligible for any cure period specified in Section 802.01C of the NYSE Listed Company Manual and the NYSE will immediately commence suspension and delisting procedures with respect to ChargePoint’s Common Stock in accordance with Section 804.00 of the NYSE Listed Company Manual.

If, in the future, ChargePoint is unable to meet the Minimum Price Criteria or any other continued listing requirement of the NYSE, ChargePoint’s Common Stock could be delisted from the NYSE.

If ChargePoint’s Common Stock were to be delisted, the liquidity of ChargePoint’s Common Stock would be adversely affected and the market price of its Common Stock could decrease.

In addition, trading of ChargePoint’s Common Stock would likely be conducted on an over-the-counter market, such as those

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maintained by OTC Markets Group.

Such a downgrading in ChargePoint’s listing market could limit its ability to make a market in its Common Stock and could impact purchases or sales of its securities, and investors could find it more difficult to dispose of, or to obtain accurate quotations as to the price of, ChargePoint’s Common Stock.

To relist shares of ChargePoint’s Common Stock on the NYSE, ChargePoint would also be required to meet the initial listing requirements for the NYSE, which are more stringent than the continued listing requirements.

Reducing the number of outstanding shares of ChargePoint’s Common Stock through the Reverse Stock Split increased the per share trading price of ChargePoint’s Common Stock which, in turn, caused ChargePoint to meet the Minimum Price Criteria.

However, there is no assurance that:

• the market price per share of ChargePoint’s Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares outstanding before the Reverse Stock Split;

• the Reverse Stock Split will result in a per-share price that would attract brokers and investors who do not trade in lower-priced stocks;

• the Reverse Stock Split will result in a per-share price that will increase ChargePoint’s ability to attract and retain employees and other service providers;

• the Reverse Stock Split will promote greater liquidity for ChargePoint’s stockholders with respect to their shares.

In addition, the Reverse Stock Split reduced the number of outstanding shares of ChargePoint’s Common Stock without reducing the number of shares of available but unissued Common Stock, increasing the number of authorized but unissued shares of Common Stock.

Therefore, the number of shares of ChargePoint’s Common Stock that are authorized and unissued has increased relative to the number of issued and outstanding shares of ChargePoint’s Common Stock following the Reverse Stock Split.

The Board may authorize the issuance of the remaining authorized and unissued shares without further stockholder action for a variety of purposes, except as such stockholder approval may be required in particular cases by the Charter, applicable law or the rules of any stock exchange on which ChargePoint’s securities may then be listed.

The issuance of additional shares would be dilutive to ChargePoint’s existing stockholders and may cause a decline in the trading price of ChargePoint’s Common Stock.

The issuance of authorized but unissued shares of Common Stock could be used to deter a potential takeover of ChargePoint that may otherwise be beneficial to stockholders by diluting the shares held by a potential suitor or issuing shares to a stockholder that will vote in accordance with the Board’s desires.

A takeover may be beneficial to independent stockholders because, among other reasons, a potential suitor may offer such stockholders a premium for their shares of stock compared to the then-existing market price.

ChargePoint does not have any plans or proposals to adopt provisions or enter into agreements that may have material anti-takeover consequences.

The market price of ChargePoint’s Common Stock is based on ChargePoint’s performance and other factors, some of which are unrelated to the number of shares outstanding.

If the market price of ChargePoint’s Common Stock declines, the percentage decline as an absolute number and as a percentage of ChargePoint’s overall market capitalization may be greater than would have occurred in the absence of the Reverse Stock Split.

The coverage of ChargePoint’s business or its securities by securities or industry analysts or the absence thereof could adversely affect the trading price and volume of ChargePoint’s Common Stock and other securities.

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ChargePoint’s Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a more favorable judicial forum for disputes with ChargePoint or its directors, officers, employees or stockholders.

The Charter requires, to the fullest extent permitted by law, that derivative actions brought on behalf of ChargePoint, actions against current or former directors, officers, stockholders or, subject to certain exceptions, employees for breach of fiduciary duty and certain other actions may be brought in the Court of Chancery in the State of Delaware or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware.

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certain other actions may be brought in the Court of Chancery in the State of Delaware or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware.

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of ChargePoint shall be deemed to have notice of and consented to the forum provisions in the certificate of incorporation.

In addition, the Charter and A&R Bylaws provide that, unless ChargePoint consents in writing to another forum, the federal district courts of the United States shall, to the fullest extent of the law, be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act or the Exchange Act.

The choice of forum provision in ChargePoint’s Charter may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with ChargePoint or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.

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Warrants are exercisable for ChargePoint’s Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to ChargePoint’s stockholders.

As of January 31, 2025, the warrants to purchase Legacy ChargePoint common stock (the “Legacy Warrants”) were exercisable for 34,499,436 shares of Common Stock.

Any shares of ChargePoint’s Common Stock issued upon exercise of Legacy Warrants will result in dilution to the then existing holders of Common Stock and increase the number of shares eligible for resale in the public market.

As of January 31, 2026, warrants to purchase ChargePoint’s Common Stock were exercisable for 3,395,961 shares of Common Stock.

Any shares of ChargePoint’s Common Stock issued upon exercise of warrants, including the 2025 Warrants, will result in dilution to the then existing holders of Common Stock and increase the number of shares eligible for resale in the public market.

Sales of substantial numbers of such shares in the public market could adversely affect the market price of ChargePoint’s Common Stock.

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

What changed 10-K

Item 1A. Risk Factors