What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-04-02 compared with 2025-03-28 · 128 added, 127 removed, 287 unchanged (47% of the section changed)

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This section of this Form 10-K discusses fiscal year 2026 and 2025 items and year-to-year comparisons between fiscal year 2026 and 2025.

Discussions of fiscal year 2023 items and year-over-year comparisons between fiscal year 2024 and fiscal year 2023 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K filed on April 1, 2024.

Discussions of fiscal year 2024 items and year-over-year comparisons between fiscal year 2025 and fiscal year 2024 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K filed on March 28, 2025.

The discussion should be read together with the consolidated financial statements and related notes that are included elsewhere in this Annual Report on Form 10-K.

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

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

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authenticate Networked Charging Systems and to transact EV charging sessions on those systems.

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

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

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

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

ChargePoint targets three key verticals:

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Residential includes single family homes and multifamily residences.

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

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

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

Further, as a result of the Merger, Switchback was renamed “ChargePoint Holdings, Inc.”

Since its inception in 2007, ChargePoint has been engaged in developing and marketing its Networked Charging Systems, subscriptions and other offerings, raising capital and recruiting personnel.

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As of January 31, 2026 and 2025, ChargePoint had an accumulated deficit of $2,111.6 million and $1,891.4 million, respectively.

ChargePoint has funded its operations primarily from customer payments, the

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

Recent Developments

September 2023 Reorganization

In September 2023, the Company implemented a reorganization plan to reduce its operating expenses and increase efficiencies (the “September 2023 Reorganization”).

The Reorganization entailed a reduction in force of approximately 10% of the Company’s global workforce at the time, and other actions to reduce expenses.

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

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

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

January 2024 Reorganization

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

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

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

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

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

September 2024 Reorganization

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

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

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

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

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

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

New York Stock Exchange Delisting Notice

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

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

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

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

The Company’s principal sources of liquidity are its cash and cash equivalents, cash generated from sales to customers, debt financing (as described in Note 6, Debt ), and sales of Common Stock under the 2022 and 2025 ATM Facility (as defined in Note 8, Common Stock ).

Key Factors Affecting Operating Results

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

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Growth in EV Adoption

ChargePoint believes its revenue growth is tied to the number of passenger and commercial EVs sold, which it believes drives the demand for EV charging infrastructure.

The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, the rate of EV sales is highly volatile and there is no guarantee of future demand for EV sales.

Factors impacting the adoption of EVs include but are not limited to:

perceptions about EV features, quality, safety, performance and cost;

The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, the rate of EV sales is highly volatile and there is no guarantee of future demand for EV sales, especially in the markets ChargePoint primarily services, such as North America and Europe.

Factors impacting the adoption of EVs include but are not limited to perceptions about EV features, quality, safety, performance and cost;

perceptions about the limited range over which EVs may be driven on a single battery charge;

volatility in the cost of oil and gasoline;

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

availability of services for EVs;

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

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

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

For example, 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.

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

Macroeconomic Trends

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

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

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

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

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

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

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

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

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”).

The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments.

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.

ChargePoint continues to monitor and evaluate these

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developments and assess their potential impact on ChargePoint’s business, financial condition, and results of operations.

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

In addition, the United States automotive manufacture industry is particularly sensitive to the impact of disruptions in supply chains as the result of geopolitical conflicts and 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 conflicts in the Middle East and additional tariffs, ChargePoint’s customers may reduce their need for EV infrastructure development and ChargePoint’s business, financial results and results of operations may be harmed.

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

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

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

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

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

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

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

At times, customers seek to disaggregate their networked charging solutions and to implement independent hardware and charging management software solutions, particularly for national or global commercial retailers and large fleet operators.

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

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

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Impact of New Product Releases and Investments in Growth

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

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

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

In 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.

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

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

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

These proposals create

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

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

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

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

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

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

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.

Separately, the One Big Beautiful Bill Act (“OBBBA”) was signed into law on July 4, 2025, which 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.

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

This 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.

Results of Operations and Its Components

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

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

Financial results for the year ended January 31, 2026 in this report differ from those included in our earnings release issued on March 4, 2026 in that Debt, current was overstated by $1.9 million and Debt, noncurrent was understated by the same amount in the Preliminary Condensed Consolidated Balance Sheet as of January 31, 2026 that we identified subsequent to the issuance of our earnings release.

For more information related to the 2025 Senior Loan, refer to Note 6, Debt , in the notes to the consolidated financial statements included in this Annual Report.

Networked Charging Systems

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

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

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

Revenue is adjusted for estimated returns.

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

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Subscriptions

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

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

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

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

Lessor revenue relates to operating leases and historically has not been material.

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

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For the Year Ended January 31, Change

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Percentage of total revenue 52.7 % 56.3 % 71.2 %

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

Networked Charging Systems revenue decreased for the fiscal year ended January 31, 2026 compared to the fiscal year ended January 31, 2025, primarily due to lower volume of Networked Charging Systems delivered across ChargePoint’s major product families.

For the Year Ended January 31, Change

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Percentage of total revenue 7.9 % 9.1 % 5.0 %

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

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Other revenue decreased for the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to one-time service revenues, lower collections on driver charging sessions due to unpaid charging sessions and fraudulent activities related to charging payment services.

Cost of Revenue

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

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For the Year Ended January 31, Change

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Percentage of total revenue 48.6 % 53.6 % 76.2 %

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

Cost of Networked Charging Systems revenue decreased during the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to a year-over-year decline in the number of Networked Charging Systems delivered.

For the Year Ended January 31, Change

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Percentage of total revenue 15.0 % 17.1 % 14.5 %

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

Cost of subscriptions revenue decreased for the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to a decrease in Assure related hardware costs.

For the Year Ended January 31, Change

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Percentage of total revenue 5.9 % 5.2 % 3.3 %

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

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Cost of other revenue increased for the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to higher driver-related processing costs on Networked Charging Systems.

Gross Profit and Gross Margin

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new product transition costs;

and its efforts to optimize its operations and supply chain and purchase price variances.

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

its efforts to optimize its operations and supply chain and purchase price variances.

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

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

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Gross Margin 30.5 % 24.1 % 5.9 %

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

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

Gross profit and gross margin increased for the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to an increase in subscription revenue growth as a percentage of total revenue and improvement in subscription margins.

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Research and Development Expenses

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Percentage of total revenue 33.9 % 33.9 % 43.6 %

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

Research and development expenses decreased during the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to a $5.1 million decrease in payroll related expenses and a $5.9 million decrease in stock-based compensation expenses, offset by a $7.3 million increase in engineering materials and services costs, and a $2.1 million increase in consulting expenses.

Sales and Marketing Expenses

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

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

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Percentage of total revenue 24.5 % 31.4 % 29.6 %

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

Sales and marketing expenses decreased during the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to a decrease in payroll related expenses of $17.0 million, decrease in stock-based compensation expenses of $4.8 million, and a decrease in other marketing related expenses of $8.4 million.

General and Administrative Expenses

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Percentage of total revenue 23.3 % 19.5 % 21.5 %

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

General and administrative expenses increased during the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025, primarily due to an increase in non-recurring transactions relating to mainly litigation and settlement costs of $13.6

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million and increase in facilities related and other expenses of $3.1 million, offset by a decrease in payroll related expenses of $2.4 million.

Gain on Debt Exchange

For the Year Ended January 31, Change

2026 2025 2024 2026 vs 2025

(dollar amounts in thousands, except percentages) Change

Gain on debt exchange $ 11,223 $ — $ — $ 11,223 n.m.* $ — n.m.*

Percentage of total revenue 2.7 % — % — %

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ChargePoint recognized a gain on debt exchange of $11.2 million during the year ended January 31, 2026, representing the gain resulting from the Exchange Transaction (as described below).

Debt in Part II, Item 8 in the notes to consolidated financial statements included in this Annual Report.

Interest Income

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

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For the Year Ended January 31, Change

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Percentage of total revenue (5.8) % (5.9) % (3.2) %

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

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

Interest expense decreased during the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to a decrease in outstanding debt as a result of the debt Exchange Transaction.

For more information, see Note 6, Debt , in Part II, Item 8 in the notes to consolidated financial statements included in this Annual Report.

Other Income (Expense), Net

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(dollar amounts in thousands, except percentages) Change

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

Other income (expense), net $ 2,138 $ (3,389) $ (1,009) $ 5,527 n.m.* $ (2,380) n.m.*

Percentage of total revenue 0.5 % (0.8) % (0.2) %

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

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Other income, net increased during the fiscal year ended January 31, 2026 as compared to the fiscal year ended January 31, 2025 due to favorable changes in foreign exchange rates.

Provision for (Benefit from) Income Taxes

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

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

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

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(dollar amounts in thousands, except percentages) Change

Provision for (benefit from) income taxes

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

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

Provision for (benefit from) income taxes $ 4,048 $ 4,372 $ (21) $ (324) n.m.* $ 4,393 n.m.*

Percentage of loss before provision for income taxes (1.9) % (1.6) % — %

* not meaningful

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

The provision for income taxes did not materially fluctuate during the fiscal year ended January 31, 2026 as compared to fiscal year ended January 31, 2025.

Liquidity and Capital Resources

Sources of Liquidity

Historical Sources of Liquidity

ChargePoint’s primary sources of liquidity are its cash and cash equivalents, cash generated from sales to customers, and debt financing.

ChargePoint’s primary requirements for liquidity and capital are to finance working capital, inventory management, capital expenditures and general corporate purposes.

ChargePoint expects these needs to continue as ChargePoint develops and grows its business.

ChargePoint has incurred net losses and negative cash flows from operations since its inception, which it anticipates will continue for the foreseeable future.

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

As of January 31, 2026 and 2025, ChargePoint had cash and cash equivalents and restricted cash of $142.0 million and $225.0 million, respectively.

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

2025 Credit Agreement

On November 14, 2025, ChargePoint entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with certain holders (the “Exchanging Holders”) of its outstanding 2028 Convertible Notes.

Pursuant to the Exchange Agreement, the Company exchanged $328.6 million of aggregate capitalized principal amount of the 2028 Convertible Notes for the following consideration (the “Exchange Transaction”):

(i) $186.5 million in aggregate principal amount under a new Credit and Security Agreement (the “2025 Credit Agreement”), (ii) $25.0 million in cash, and (iii) 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”).

ChargePoint did not receive any cash proceeds from the Exchange Transaction.

Following the consummation of the Exchange Transaction, $11.3 million in capitalized principal amount of 2028 Convertible Notes remains outstanding.

The Exchange Agreement contains customary representations, warranties and covenants of ChargePoint and the Exchanging Holders.

For more information about the Exchange Transaction see Note 6, Debt in Part II, Item 8, in the notes to the consolidated financial statements in this Annual Report.

2027 Revolving Credit Facility

On July 27, 2023, the Company entered into a revolving credit agreement by and among the Company, ChargePoint, Inc.

(the “Borrower”), certain subsidiaries of the Borrower as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto which provided for a senior secured revolving credit facility in an initial aggregate principal amount of up to $150.0 million, with a maturity date of January 1, 2027 (the “2027 Revolving Credit Facility”).

As of the closing of the 2025 Credit Agreement, ChargePoint had no borrowings outstanding under the 2027 Revolving Credit Facility, and in connection with the consummation of the 2025 Credit Agreement, ChargePoint terminated the 2027 Revolving Credit Facility.

For more information about the 2027 Revolving Credit Facility see Note 6, Debt in Part II, Item 8, in the notes to the consolidated financial statements in this Annual Report.

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The 2028 Convertible Notes bear Cash Interest at 7.00% per annum or 8.50% per annum through the issuance of additional 2028 Convertible Notes (“PIK Interest”).

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

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

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

2027 Revolving Credit Facility

On July 27, 2023, the Company entered into a revolving credit agreement by and among the Company as the parent guarantor, ChargePoint, Inc.

(the “Borrower”), certain subsidiaries of the Borrower as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Credit Agreement”).

The Credit Agreement provides for senior secured revolving credit facility in an initial aggregate principal amount of up to $150.0 million, with a maturity date of January 1, 2027 (the “2027 Revolving Credit Facility”).

Pursuant to the Credit Agreement, the Borrower may from time to time arrange for one or more increases in the commitments under the 2027 Revolving Credit Facility in an aggregate principal amount not to exceed $150.0 million, subject to obtaining the consent of the lenders participating in any such increase.

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

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

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

Shelf Registration and ATM Facility

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

The conversion rate of the 2028 Convertible Notes is 4.1667 shares of Common Stock per $1,000 principal amount, which is equivalent to a conversion price of approximately $240.00 per share of Common Stock.

On November 14, 2025, ChargePoint entered into the Exchange Agreement.

Following the consummation of the Exchange Transaction, $11.3 million in capitalized principal amount of 2028 Convertible Notes remains outstanding.

For more information about the Exchange Transaction see Note 6, Debt in Part II, Item 8, in the notes to the consolidated financial statements in this Annual Report.

Shelf Registrations and ATM Facilities

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

333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permits ChargePoint to offer up to $1.0 billion 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 “Shelf Registration Statement”).

333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permitted ChargePoint to offer up to $1.0 billion 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 “2022 Shelf Registration Statement”).

As part of the 2022 Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million shares of Common Stock pursuant to a sales agreement (the “2022 ATM Facility”).

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

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

During the twelve months ended January 31, 2026, there were no sales of the Company’s Common Stock pursuant to the 2022 ATM Facility.

On July 11, 2025, ChargePoint terminated the 2022 ATM Facility, effective immediately.

The 2022 Shelf Registration Statement expired on July 12, 2025.

On September 8, 2025, ChargePoint filed a registration statement on Form S-3 (File No.

333-290113) with the SEC (which was amended on December 5, 2025 and was declared effective by the SEC on December 8, 2025), which permits ChargePoint to offer 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 “2025 Shelf Registration Statement”).

The 2025 Shelf Registration Statement includes a sales agreement prospectus pursuant to which ChargePoint may, from time to time, offer and sell up to $150.0 million shares of Common Stock pursuant to a new “at-the-market” sales agreement (the “2025 ATM Facility”).

During the twelve months ended January 31, 2026, there were no material sales of the Company’s Common Stock pursuant to the 2025 ATM Facility.

Long-Term Liquidity Requirements

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Until ChargePoint can generate sufficient revenue to cover its cost of sales, operating expenses, working capital and capital expenditures, it expects to primarily fund cash needs through a combination of equity and debt financing.

ChargePoint may borrow funds on terms that may include restrictive covenants, such as the restrictive covenants included in the 2027 Revolving Credit Facility, including covenants that restrict the operation of its business, liens on assets, high effective interest rates and repayment provisions that reduce cash resources and limit future access to capital markets.

ChargePoint may continue to opportunistically seek access to additional funds through public or private equity offerings or debt financings, including through potential sales of Common Stock under its ATM Facility and drawing down amounts under the 2027 Revolving Credit Facility.

ChargePoint may borrow funds on terms that may include restrictive covenants, such as the restrictive covenants included in the 2025 Credit Agreement, including covenants that restrict the operation of its business, liens on assets, high effective interest rates and repayment provisions that reduce cash resources and limit future access to capital markets.

If ChargePoint raises funds by issuing equity securities or debt securities convertible into equity securities, dilution to stockholders may result.

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

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

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

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

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

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

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

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products and technologies.

ChargePoint may be required to seek additional equity or debt financing beyond the amounts available to it pursuant to the 2025 ATM Facility.

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

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Net Cash Used in Operating Activities

During the year ended January 31, 2026, net cash used in operating activities was $62.8 million, consisting primarily of a net loss of $220.2 million, adjusted for a net cash inflow of $48.4 million from changes in operating assets and liabilities and non-cash charges of $108.9 million.

The non-cash charges consisted primarily of $64.7 million of stock-based compensation expense, $30.4 million of depreciation and amortization expenses, and amortization of deferred contract acquisition costs, $5.2 million of reserves and other costs , $3.6 million of non-cash operating lease costs, and $20.1 million non-cash interest expenses, offset by $11.2 million gain on debt exchange and $3.7 million foreign currency transaction gain.

The change in operating assets and liabilities was mainly driven by an increase in accounts payable, operating lease liabilities and accrued and other liabilities of $7.9 million, a decrease in accounts receivable, net, of $12.9 million, a decrease in prepaid expenses and other assets of $13.1 million, an increase in deferred revenue of $7.4 million, and a decrease in inventory of $7.2 million.

During the year ended January 31, 2025, net cash used in operating activities was $146.9 million, consisting primarily of a net loss of $277.1 million, and a decrease in net operating assets of $20.1 million, partially offset by non-cash charges of $150.2 million.

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

The non-cash charges consisted primarily of $75.7 million of stock-based compensation expense, $32.4 million of depreciation and amortization expenses, and amortization of deferred contract acquisition costs, $26.9 million of reserves and other costs, $9.1 million non-cash interest expenses, $3.5 million of non-cash operating lease costs, and foreign currency transaction loss of $2.6 million.

The change in operating assets and liabilities was mainly driven by a decrease in accounts payable, operating lease liabilities and accrued and other liabilities of $31.9 million and an increase in inventory of $17.0 million, partially offset by a decrease in accounts receivable, net, of $17.4 million, an increase in deferred revenue of $9.2 million and a decrease in prepaid expenses and other assets of $2.3 million.

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

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

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

Net Cash Provided By (Used In) Investing Activities

Net Cash Used In Investing Activities

During the year ended January 31, 2026, net cash used in investing activities was $4.2 million due to purchases of property and equipment.

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

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

Net Cash (Used In) Provided by Financing Activities

During the year ended January 31, 2026, net cash used in financing activities was $20.0 million, consisting of repayment of borrowings of $39.7 million and $4.6 million of debt issuance costs relating to the 2025 Senior Loan, partially offset by change in driver funds and amounts due to customers of $22.5 million and proceeds from the issuance of Common Stock under employee equity plans, net of tax withholdings, of $1.9 million.

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Net Cash Provided by Financing Activities

During the year ended January 31, 2025, net cash provided by financing activities was $28.5 million, consisting of proceeds from the sale of Common Stock under the 2022 ATM Facility, net of commission and fees, of $10.2 million, change in driver funds and amounts due to customers of $7.8 million, and proceeds from the issuance of Common Stock under employee equity plans, net of tax withholdings, of $10.5 million.

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

Off-Balance Sheet Arrangements

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ChargePoint’s material cash requirements include the following contractual obligations and commitments as of January 31, 2026.

For more information regarding ChargePoint’s other contractual obligations, refer to Note 7, Commitments and Contingencies , to its notes to the consolidated financial statements included elsewhere in this Annual Report.

For more information regarding ChargePoint’s other contractual obligations, refer to Note 7, Commitments and Contingencies , Part II, Item 8, in the notes to the consolidated financial statements included elsewhere in this Annual Report.

Operating Lease Obligations

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

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

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

Revenue Recognition

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

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

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The transaction price for each contract is determined based on the amount ChargePoint expects to be entitled to receive in exchange for transferring the promised products or services to the customer.

Collectability of revenue is reasonably assured based on historical evidence of collectability of fees ChargePoint charges its customers.

Collectability of revenue is reasonably assured based on

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historical evidence of collectability of fees ChargePoint charges its customers.

The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation.

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

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

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

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

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ChargePoint makes estimates, assumptions and judgments to determine its provision for its income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets.

ChargePoint assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent it believes that recovery is not likely, it establishes a valuation allowance.

ChargePoint assesses

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the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent it believes that recovery is not likely, it establishes a valuation allowance.

ChargePoint recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis