What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-04-02 compared with 2025-03-28 · 301 added, 235 removed, 1077 unchanged (33% of the section changed)

62 unchanged sentences

San Jose, California

March 28, 2025

April 2, 2026

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

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Deferred revenue 119,381 105,017

Debt, current 32,371 —

Total current liabilities 383,569 293,746

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Loss from operations ( 210,138 ) ( 252,999 ) ( 449,951 )

Gain on debt exchange 11,223 — —

Interest income 4,488 8,347 9,603

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( 23,860 ) ( 24,653 ) ( 16,273 )

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

Other expense, net

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Net loss before income taxes $ ( 216,149 ) $ ( 272,694 ) $ ( 457,630 )

Provision for (Benefit from) income taxes

4,372 ( 21 ) ( 2,167 )

Provision (benefit) for income taxes 4,048 4,372 ( 21 )

Net loss $ ( 220,197 ) $ ( 277,066 ) $ ( 457,609 )

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Available-for-sale short-term investments:

Unrealized loss on short-term investments, net of tax — — ( 449 )

Reclassification adjustment for net realized gains on short-term investments included in net income, net of tax

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Balances as of January 31, 2023 17,416,524 $ 2 $ 1,528,137 $ ( 16,384 ) $ ( 1,156,763 ) $ 354,992

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

Issuance of common stock under stock plans, net of tax withholding 611,156 — 3,763 — — 3,763

7,267,807 1 2,501 — — 2,502

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

Issuance of common stock upon ESPP purchase 607,384 — 8,947 — — 8,947

Issuance of common stock in connection with ATM offerings, net of issuance costs 2,964,974 — 287,199 — — 287,199

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

Repurchase of early exercised common stock ( 4,664 ) — — — — —

Stock-based compensation — — 93,351 — — 93,351

Net loss — — — — ( 345,108 ) ( 345,108 )

Other comprehensive loss — — — ( 8,165 ) — ( 8,165 )

Balances as of January 31, 2023

348,330,481 $ 35 $ 1,528,104 $ ( 16,384 ) $ ( 1,156,763 ) $ 354,992

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

12,223,116 — 3,763 — — 3,763

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

59,299,481 7 287,192 — — 287,199

Issuance of common stock upon ESPP purchase 63,265 — 8,290 — — 8,290

1,265,309 — 8,290 — — 8,290

Vesting of early exercised stock options — — 31 — — 31

— — 31 — — 31

Repurchase of unvested restricted shares ( 83 ) — — — — —

( 1,667 ) — — — — —

Impact of convertible note modification — — 13,225 — — 13,225

— — 13,225 — — 13,225

Stock-based compensation — — 117,327 — — 117,327

— — 117,327 — — 117,327

— — — — ( 457,609 ) ( 457,609 )

Net loss — — — — ( 457,609 ) ( 457,609 )

Other comprehensive income — — — 458 — 458

— — — 458 — 458

Balances as of January 31, 2024 21,055,836 $ 2 $ 1,957,972 $ ( 15,926 ) $ ( 1,614,372 ) $ 327,676

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

Issuance of common stock under stock plans, net of tax withholding 1,181,700 — 6,194 — — 6,194

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

Issuance of common stock in connection with ATM offerings, net of issuance costs 415,915 — 10,214 — — 10,214

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

Issuance of common stock upon ESPP purchase 151,664 — 4,309 — — 4,309

3,033,281 $ — $ 4,309 $ — $ — $ 4,309

Stock-based compensation — — 75,651 — — 75,651

— $ — $ 75,651 $ — $ — $ 75,651

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

Net loss — — — — ( 277,066 ) ( 277,066 )

Other comprehensive loss — — — ( 9,507 ) — ( 9,507 )

— $ — $ — $ ( 9,507 ) $ — $ ( 9,507 )

Balances as of January 31, 2025 22,805,115 $ 2 $ 2,054,340 $ ( 25,433 ) $ ( 1,891,438 ) $ 137,471

Issuance of common stock under stock plans, net of tax withholdings 1,115,859 — ( 160 ) — — ( 160 )

Issuance of common stock upon ESPP purchase 194,034 — 2,091 — — 2,091

Issuance of common stock for contractual Interest Shares and ATM

204,410 — 1,725 — — 1,725

Issuance of warrants — — 6,133 — — 6,133

Stock-based compensation — — 64,694 — — 64,694

Net loss — — — — ( 220,197 ) ( 220,197 )

Other comprehensive income — — — 29,601 — 29,601

Fractional share adjustment due to reverse stock split ( 2,821 ) — ( 59 ) — — ( 59 )

Balance as of January 31, 2026 24,316,597 $ 2 $ 2,128,764 $ 4,168 $ ( 2,111,635 ) $ 21,299

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

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Amortization of deferred contract acquisition costs 3,308 3,207 2,859

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

Inventory impairment — — 70,000

Gain on debt exchange

( 11,223 ) — —

Paid-in-kind non-cash interest expense 20,076 9,099 —

Reserves and other

Foreign currency transactions (gain) loss

( 3,740 ) 2,589 ( 1,159 )

Reserves and other 5,182 26,904 8,439

Changes in operating assets and liabilities, net of effect of acquisitions:

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Accounts payable, operating lease liabilities, and accrued and other liabilities 7,921 ( 31,897 ) ( 4,307 )

( 29,308 ) ( 5,466 ) 55,827

Deferred revenue 7,391 9,242 32,829

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Purchases of property and equipment ( 4,165 ) ( 12,073 ) ( 19,424 )

Purchases of investments — — ( 284,835 )

Maturities of investments — — 105,000

Cash paid for acquisition, net of cash acquired — — ( 2,756 )

Net cash provided by (used in) investing activities ( 12,073 ) 85,576 ( 126,154 )

Net cash (used in) provided by investing activities ( 4,165 ) ( 12,073 ) 85,576

Cash flows from financing activities

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

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

Repayment of borrowings ( 39,747 ) — —

Change in driver funds and amounts due to customers 22,477 7,817 13,691

Debt issuance costs related to 2025 Senior Loan ( 4,562 ) — —

Debt issuance costs related to the revolving credit facility — — ( 2,882 )

— ( 2,882 ) —

Settlement of contingent earnout liability — — ( 3,537 )

— ( 3,537 ) —

Proceeds from issuance of stock in connection with stock plans, net of withholding taxes 1,888 10,507 12,054

Proceeds from issuance of common stock in connection with ATM offerings, net of issuance costs — 10,214 287,198

10,214 287,198 49,450

Net cash provided by financing activities 28,538 306,524 372,859

Other financing activities

Net cash (used in) provided by financing activities ( 20,003 ) 28,538 306,524

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 3,996 ( 2,357 ) 89

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Impact of convertible note modification $ — $ — $ 13,225

$ — $ 13,225 $ —

Right-of-use assets obtained in exchange for lease liabilities $ — $ 2,796 $ 536

Impairment charges and accelerated depreciation of right-of-use assets due to reorganization $ — $ — $ ( 5,647 )

$ — $ ( 5,647 ) $ —

Acquisitions of property and equipment included in accounts payable and accrued and other current liabilities $ 617 $ 229 $ 2,095

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

Issuance of Common Stock for contractual Interest Shares*

$ 1,721 $ — $ —

Convertible notes exchange*

*Refer to Note 6, Debt

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

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ChargePoint Holdings, Inc.

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

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

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

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

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

In addition, the Company offers a range of extended warranties (“Assure”).

The Company’s fiscal year ends on January 31.

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As of January 31, 2026, the Company had an accumulated deficit of $ 2,111.6 million.

The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, convertible notes, exercise proceeds from options and warrants, borrowings under its loan facilities, customer payments, proceeds from sale of Common Stock under the ATM Facility, and proceeds from the Merger.

In February 2021, the Company received cash proceeds of $ 484.1 million from the Merger.

The Company’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 proceeds from sales of Common Stock.

The Company had cash, cash equivalents and restricted cash of $ 142.0 million as of January 31, 2026.

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

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

(“ViriCiti”) for $ 79.4 million in cash, as well as $ 7.1 million of additional earnout consideration contingent on meeting certain revenue targets as of January 31, 2023 (“ViriCiti Earnout”), which was paid in full on March 6, 2023.

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

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

Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the presentation of the current year consolidated financial statements.

These reclassifications had no effect on consolidated total assets and liabilities, consolidated net loss, or stockholders’ equity as previously reported.

Reverse Stock Split

On July 28, 2025, the Company effected a 1-for-20 reverse stock split of the Company’s Common Stock (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, every 20 shares of the Company’s Common Stock issued and outstanding were automatically reclassified into one new share of Common Stock.

Proportionate adjustments were also made to securities outstanding or issuable under the Company’s equity incentive plans and existing agreements before the Reverse Stock Split to adjust (i) the exercise

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valued at $ 17.92 per share on the acquisition date.

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

HTB is an Austria-based e-mobility provider with a European charging software platform.

prices, share based vesting criteria and the number of shares underlying the Company’s outstanding equity awards, as applicable, (ii) the number of shares issuable under the Company’s equity incentive plans and certain existing agreements, (iii) the number of shares purchasable upon exercise, and/or the exercise prices, of the Company’s outstanding warrants to purchase shares of the Company’s Common Stock and (iv) the conversion rate of the Company’s convertible notes in accordance with the indenture governing the convertible notes.

The Reverse Stock Split did not decrease the number of authorized shares of Common Stock and preferred stock or otherwise affect the par value of the Common Stock.

No fractional shares were issued in connection with the Reverse Stock Split and any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share.

Stockholders who were otherwise entitled to receive fractional shares as a result of the Reverse Stock Split were paid cash in lieu thereof.

All shares of the Company’s Common Stock, per-share data and related information included in the accompanying consolidated financial statements have been retroactively adjusted as though the Reverse Stock Split had been effected prior to all periods presented.

Summary of Significant Accounting Policies

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Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions.

Significant estimates include determining standalone selling price for performance obligations in contracts with customers, the estimated expected benefit period for deferred contract acquisition costs, allowances for expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of acquired goodwill and intangible assets, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions.

Significant estimates include determining standalone selling price for performance obligations in contracts with customers, allowances for expected credit losses, inventory reserves, the useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, valuation of acquired goodwill and intangible assets, the value of common stock and other assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions.

These estimates and assumptions are based on management’s best estimates and judgment.

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

As of January 31, 2026, one customer, a channel partner, individually accounted for 14 % of accounts receivable, net.

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

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

For the year ended January 31, 2026, one customer, a channel partner, individually accounted for 10 % of total revenue.

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

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Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews its financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance.

The Company operates as one operating segment.

Accordingly, its CODM, who is its Chief Executive Officer, uses consolidated net income or loss to measure segment profit or loss for purposes of making decisions regarding allocating resources and assessing Company performance.

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

The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels of components below the consolidated unit level.

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Cash, Cash Equivalents, and Restricted Cash

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

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

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Total cash, cash equivalents, and restricted cash $ 141,964 $ 224,971 $ 357,810

Short-Term Investments

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

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

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

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

The Company did not recognize any gains or losses for either of the years ended January 31, 2024 and 2023.

Accounts Receivable, net

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

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Property and Equipment, net

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Computers and software 3 to 5 years

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Machinery and equipment 3 to 5 years

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

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

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

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

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

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

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

If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value.

If the carrying value of

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the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value.

For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flows do not fully cover the costs of the associated lease.

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The carrying value of goodwill was $ 227.9 million as of January 31, 2026 and $ 207.5 million as of January 31, 2025, and no goodwill impairment has been recognized to date.

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Intangible Assets

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

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Fair Value of Financial Instruments

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As of January 31, 2026 and 2025, there were no assets or liabilities that were measured at fair value on a recurring basis.

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

Debt Modification

The Company evaluates amendments to its debt instruments in accordance with ASC 470-50, Debt Modifications and Extinguishments .

This evaluation includes (1) if applicable, the change in fair value of an embedded conversion option to that of the carrying value of the debt immediately prior to amendment and (2) the net present value of future cash flows of the amended debt to that of the original debt to determine, in each case, if a change greater than 10% occurred.

Debt Modification and Extinguishments

When debt is modified or extinguished, the Company evaluates whether the modification qualifies as a troubled debt restructuring (“TDR”) under ASC 470-60 - Troubled Debt Restructuring by Debtors (“ASC 470-60”), which requires debt modifications to be evaluation if (1) the borrower is experiencing financial difficulty, and (2) the lender grants the borrower a concession.

Concessions may include modifications to the terms of the debt, such as reducing the interest rate, extending the repayment period, or forgiving a portion of the debt.

The Company also evaluates debt amendments in accordance with ASC Topic 470-50, Debt Modifications and Extinguishments , which requires modification to debt instruments to be evaluated to assess whether the modifications are considered “substantial modifications.” This evaluation includes (1) if applicable, the change in fair value of an embedded conversion option to that of the carrying value of the debt immediately prior to amendment and (2) the net present value of future cash flows of the amended debt to that of the original debt to determine, in each case, if a change greater than 10% occurred.

In instances where the net present value of future cash flows or the fair value of an embedded conversion option, if any, changed more than 10%, the Company applies extinguishment accounting.

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

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

Significant judgment and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition.

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

The Company enters into contracts with customers that regularly include promises to transfer multiple products and services, such as Networked Charging Systems, software subscriptions,

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extended maintenance, and professional services.

For arrangements with multiple products or services, the Company evaluates whether the individual products or services qualify as distinct performance obligations.

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Foreign Currency

The reporting currency of the Company is the U.S.

The functional currency of the Company’s foreign subsidiaries is generally the local currency.

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dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss.

Foreign currency transaction gains and losses are included in other income (expense), net for the period.

Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured to the functional currency at period-end exchange rates.

Foreign currency transaction gains and losses resulting from remeasurement are included in other income (expense), net for the period.

The Company incurred net foreign currency transaction gains of $ 3.4 million for the years ended January 31, 2026 and net foreign currency transaction losses of $ 3.4 million and $ 0.8 million for the years ended January 31, 2025 and 2024.

The Company uses the asset and liability method in accounting for income taxes.

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

Reclassifications of Prior Period Presentation

Certain prior period amounts have been reclassified for consistency with the current year presentation.

Accounting Pronouncements

Recently Adopted Accounting Standards

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

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

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

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

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

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-09, “ Income Taxes (Topic 740):

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

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

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

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

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

The Company adopted ASU 2023-09 for the year ended January 31, 2026, on a prospective basis.

For further information on taxes, refer to Note 11, Income Taxes .

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No.

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

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

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

In July 2025, the FASB issued Accounting Standard Update (ASU) 2025-05, “ Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .” This amendment introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets.

The amendment is effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual reporting periods on a prospective basis, with early adoption permitted.

The Company is currently evaluating the timing of adoption and impact of this amendment on the consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) ,” which aims to modernize the accounting for internal-use software costs by eliminating references to software development stages and introducing a new threshold for capitalization.

Under the updated guidance, capitalization begins when (1) management authorizes and commits to funding the project and (2) it is probable that the project will be completed and the software will be used for its intended purpose.

The ASU also provides enhanced guidance on evaluating the “probable-to-complete” threshold and consolidates website development cost guidance into Subtopic 350-40.

This ASU will be effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods, with early adoption permitted.

The amendments may be applied prospectively, retrospectively, or using a modified basis for in-process projects.

The Company is currently evaluating the impact of this amendment on the consolidated financial statements and related disclosures.

Goodwill and Intangible Assets

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_______________

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(1) Values are translated into U.S.

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

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

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Total Inventories $ 214,903 $ 209,262

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

During the fiscal year ended January 31, 2026 and 2025, there were no substantial and unusual impairment charges to write down the carrying value of inventory.

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

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Prepaid expense and other current assets consisted of the following:

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(in thousands)

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Total Prepaid Expense and Other Current Assets $ 19,028 $ 36,435

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Property and Equipment, net

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Reserve for losses on non-cancellable purchase commitments

11,928 30,054

Refundable customer deposits (1)

24,316 17,201

Payroll and related expenses 8,379 12,064

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Total Accrued and Other Current Liabilities $ 141,723 $ 124,679

(1) Refundable customers deposits represent refundable prepayments for future charging sessions.

(2) Customer funds represent amounts related to charging sessions collected from drivers on behalf of our station owners, pending reimbursement.

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

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As of January 31, 2026, non-cancellable leases expire on various dates between fiscal years 2027 and 2030.

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Generally, the Company's non-cancellable leases include renewal options to extend the lease term from one to five years .

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

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As of January 31, 2026 and 2025, lease balances were as follows:

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Operating lease costs for short-term leases and variable lease costs were not material during the years ended January 31, 2026, 2025 and 2024.

In September 2023, and subsequently in January 2024, the Company implemented reorganizations which included restructuring charges related to a decision to exit and sublease or cease use of certain facilities to align with the Company’s plan to reduce its operating expense and increase efficiencies.

In September 2023, January 2024 and September 2024, the Company implemented reorganizations which included restructuring charges related to a decision to exit and sublease or cease use of certain facilities to align with the Company’s plan to reduce its operating expense and increase efficiencies.

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

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2028 Convertible Notes

The following table presents the Company’s convertible debt outstanding:

The following table presents a summary of debt, current and debt, noncurrent:

Year Ended January 31,

Maturity 2026 2025

(in thousands)

$ 312,750 $ 300,000

Debt discount and issuance costs

( 15,658 ) ( 16,296 )

Carrying amount

Debt, current

2025 Senior Loan

January 2030 $ 32,371 $ —

Total debt, current $ 32,371 $ —

Debt, noncurrent

2025 Senior Loan

$ 217,692 $ —

Estimated fair value using Level 2 fair value Inputs

2028 Convertible Notes April 2028

11,330 312,750

Debt discount and issuance costs ( 542 ) ( 15,658 )

2028 Convertible Note total 10,788 297,092

Total debt, noncurrent $ 228,480 $ 297,092

2025 Senior Loan

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

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

(i) $ 186.5 million in aggregate principal loan amount (the “2025 Senior Loan”) issued under a Credit and Security Agreement, dated November 14, 2025, by and among the Company, as parent, ChargePoint, Inc., a Delaware corporation and wholly owned subsidiary of the Company, as borrower (the “Borrower”), certain subsidiaries of the Company, as subsidiary guarantors (the “Subsidiary Guarantors”), the Exchanging Holders, and an administrative and collateral agent ( the “2025 Credit Agreement”) (ii) $ 25.0 million in cash, and (iii) warrants to purchase up to 1,671,000 shares of the Company’s Common Stock at an exercise price of $ 25.00 per share (the “2025 Warrants), as discussed in Note 9, Stock 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 Transaction was accounted for under ASC 470-60 - Troubled Debt Restructurings by Debtors.

The Company recorded a gain of $ 11.2 million, which resulted in a decrease of basic net loss per share of $ 0.48 , during the year ended January 31, 2026 in its consolidated statement of operations.

The gain was calculated as the difference between the carrying amount of the exchanged 2028 Convertible Notes and the undiscounted cash flows of the 2025 Senior Loan, adjusted for debt issuance costs.

As a result, no interest expense will be recognized for the 2025 Senior Loan through the maturity date of January 31, 2030.

The Company incurred issuance costs related to the 2025 Senior Loan of approximately $ 4.9 million which were recorded as a reduction to the gain on debt exchange on its consolidated statement of operations.

The Borrower’s obligations under the 2025 Credit Agreement are guaranteed by the Company 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 Borrower, the Company and each Subsidiary Guarantor, including intellectual property, in each case, subject to customary exclusions, permitted liens and other agreed limitations.

The 2025 Senior Loan matures on January 31, 2030, and the loans thereunder (the “Loans”) do not amortize, except as described below.

In accordance with the 2025 Credit Agreement, the Borrower was obligated to pay up to an aggregate of $ 30.0 million of the Loans (the “Short-Term Loans”) in two installments originally due on November 24, 2025 and February 16, 2026 (each such date, a “Prepayment Date”), pursuant to a formulaic repayment measure based on volume-weighted average price share of Common Stock for the thirty consecutive trading days preceding the applicable Prepayment Date.

The Company made separate payments of $ 14.8 million and $ 9.6 million on the respective Prepayment Dates in connection with the cancellation of the Short-Term Loans.

The remaining Loans of $ 156.5 million will bear interest at a fixed rate of 12.00 % per annum, payable quarterly.

All future interest payment obligations on the 2025 Senior Loans are included in the carrying value of the 2025 Senior Loans.

As a result, future interest payments are reported as a reduction in the carrying value of the 2025 Senior Loans and not as interest expense.

As of January 31, 2026, $ 17.4 million and $ 61.2 million of interest is recorded as debt, current and debt, non-current, respectively, in the Consolidated Balance Sheet.

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For any interest payment date occurring on or prior to November 14, 2026, the Company may elect to pay interest in shares of common stock of the Company (“Interest Shares”) in lieu of cash.

Interest Shares will be valued based on the thirty -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 to comply with NYSE listing requirements, unless stockholder approval is obtained.

Subsequent to the Exchange Transaction the Company issued 193,210 of shares of Common Stock valued at $ 1.7 million in Interest Shares during the year ended January 31, 2026.

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 Loans and mandatory principal payments in connection with any acceleration of the Loans 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 Loans will be subject to a premium equal to 2.00 % after the second anniversary of the closing date and on or prior to the third anniversary of the closing date and 0.00 % thereafter.

Notwithstanding the foregoing, any principal payments in respect of such Loans made in connection with a “change of control” may be prepaid at (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 also requires the Borrower to apply net cash proceeds from certain asset dispositions, in excess of an aggregate threshold of $ 25.0 million and subject to customary exceptions, to prepay outstanding Loans under the 2025 Senior Loan facility or other indebtedness that ranks pari passu in right of payment and security with the 2025 Credit Agreement.

Such prepaid amounts in the 2025 Credit Agreement may not be re-borrowed.

The 2025 Credit Agreement contains (i) customary affirmative and negative covenants that, among other things, restrict the ability of the Company 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 commencing on November 30, 2025.

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.

As of January 31, 2026, the estimated fair value of the 2025 Senior Loan was $ 153.3 million, using Level 2 fair value inputs.

The fair value of the 2025 Senior Loan is estimated using a binomial lattice model that is primarily affected by market interest rates.

2028 Convertible Notes

The following table presents the Company’s interest expense related to convertible debt:

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The Original Convertible Notes were sold in a private placement in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act .

The net proceeds from the sale of the Original Convertible Notes were approximately $ 294.0 million after deducting initial purchaser discounts and commissions and the Company’s offering expenses.

The debt discount and issuance costs, net of accumulated amortization, are reported as a direct deduction from the face amount of the Original Convertible Notes.

The Company expects to use the net proceeds for general corporate purposes.

Prior to the Notes Amendment, the Original Convertible Notes bore interest at 3.50 % per annum, to the extent paid in cash (“Cash Interest”), or 5.00 % per annum, to the extent paid in kind through the issuance of additional Original Convertible Notes (“PIK Interest”).

The Original Convertible Notes bore interest at 3.50 % per annum, to the extent paid in cash (“Cash Interest”), or 5.00 % per annum, to the extent paid in kind through the issuance of additional Original Convertible Notes (“PIK Interest”).

Interest is payable semi-annually in arrears on April 1st and October 1st of each year, beginning on October 1, 2022.

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

The initial conversion rate was 41.6119 shares per $1,000 principal amount of the Original Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $ 24.03 per share.

The initial conversion rate was 2.0806 shares per $1,000 principal

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amount of the Original Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represented an initial conversion price of approximately $ 480.63 per share.

Under the terms of the Original Convertible Notes, prior to January 1, 2027, the Original Convertible Notes will be convertible at the option of the holders only upon the occurrence of specified events and during certain periods, and will be convertible on or after January 1, 2027, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the Original Convertible Notes.

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

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

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

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

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Other than those previously stated, the terms of the 2028 Convertible Notes are not substantially different from the terms of Original Convertible Notes.

The Company assessed the Notes Amendment for a debt extinguishment or modification in accordance with ASC 470-50, Debt Modifications and Extinguishments .

As both the change in net present value of future cash flows of the 2028 Convertible Notes to that of the Original Convertible Notes and the change in fair value of the embedded conversion option of the 2028 Convertible Notes to that of the carrying value of the Original Convertible Notes immediately before modification resulted in a less than 10 % change, the amendment is regarded as a modification.

The resulting increase in fair value of the embedded conversion option is recorded as an increase in debt discount, a contra-liability account, as well as the corresponding entry to additional paid-in-capital, in the consolidated balance sheets.

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

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

The convertible note conversion rates and conversion price amounts presented in this paragraph have been updated to reflect the Reverse Stock Split as discussed Note 1, Description of Business and Basis of Presentation .

Interest is payable semi-annually on April 1 and October 1 and may be paid in cash, additional notes or a combination thereof.

The notes are convertible into cash, shares of Common Stock, or a combination thereof at the Company’s election, subject to customary conversion conditions and anti-dilution adjustments.

The indenture governing the notes contains customary events of default and restrictions on the occurrence of certain secured indebtedness.

As of January 31, 2026, the aggregate principal amount of $ 11.3 million of the 2028 Convertible Notes remained outstanding.

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

As a result of the Exchange Transaction, the remaining unamortized debt discount and issuance costs related to the 2028 Convertible Notes was $ 0.5 million as of January 31, 2026.

As of January 31, 2026, the effective interest rate on the 2028 Convertible Notes was approximately 9.96 %.

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

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The estimated fair value of the 2028 Convertible Notes, as of January 31, 2026 using Level 2 fair value inputs, was $ 9.4 million.

The fair value of the 2028 Convertible Notes was estimated using a binomial lattice model that is primarily affected by market interest rates.

2027 Revolving Credit Facility

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

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

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

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

Up to $ 100.0 million of the 2027 Revolving Credit Facility may be used for the issuance of letters of credit.

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

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

In addition, the Credit Agreement requires the Borrower to comply with a minimum total liquidity covenant to be not less than 150 % of the aggregate amount of the lender’s commitment under the Credit Agreement (“Total Liquidity”) which requires the Borrower to maintain, at all times, Total Liquidity equal to the sum of cash and cash equivalents held by the Borrower and the other loan parties at controlled accounts with the initial lenders under the Credit Agreement plus the aggregate unused amount of the commitments then available to be drawn under the 2027 Revolving Credit Facility.

Borrowings under the 2027 Revolving Credit Facility may be denominated in U.S.

dollars, Euros, or Pound Sterling.

At the Company’s option, borrowings may bear interest at a rate per annum equal to either (a) an alternate base rate (for borrowings in U.S.

dollars) plus a rate per annum of 1.75 %, (b) an adjusted SOFR term rate (for borrowings in U.S.

dollars) plus a rate per annum of 2.75 %, (c) an adjusted EURIBOR rate (for borrowings in Euros) plus a rate per annum of 2.75 %, or (d) a daily simple “risk-free” rate (for borrowings in Pounds Sterling) plus a rate per annum of 2.75 %.

The Company will pay commitment fees on the average daily unused amount of the 2027 Revolving Credit Facility at a rate per annum of 0.40 %.

In addition, the Company will also pay participation fees on the average daily undrawn amount of outstanding letters of credit at a rate per annum of 2.25 %.

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

As of January 31, 2025, the Borrower had no borrowings outstanding under the 2027 Revolving Credit Facility.

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

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

The Former Credit Agreement 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”).

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

Up to $ 100.0 million of the 2027 Revolving Credit Facility was permitted to be used for the issuance of letters of credit.

On November 14, 2025, the Company terminated the 2027 Revolving Credit Facility in connection with the Exchange Transaction and accordingly, as of January 31, 2026, the Former Borrower had no borrowings or letters of credit outstanding under the Former Credit Agreement.

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

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Amortization of debt issuance costs

$ 1,742 $ 851

Commitment fees

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They were not recorded as liabilities on the consolidated balance sheets as of January 31, 2026 and 2025 as the Company had not yet received the related goods or services.

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Legal Proceedings

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

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

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

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

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

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

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

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

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

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

23-cv-06172-NW, appointed two lead plaintiffs (“Lead Plaintiffs”), and appointed lead counsel.

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

This Consolidated Amended Complaint alleged that the Class Defendants made materially false and misleading statements in violation of Section 10(b) and Rule 10b-5(b) of the Securities

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Exchange Act of 1934, as amended (“Exchange Act”) regarding, (1) ChargePoint’s handling of supply chain disruptions;

(2) ChargePoint’s revenue;

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

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

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

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

Lead Plaintiffs also alleged the Class Defendants engaged in a scheme to prematurely recognize revenue in violation of Sections 10(b) and Rules 10b-5(a) and (c) of the Exchange Act.

The Class Defendants filed a motion to dismiss the Consolidated Amended Complaint on September 17, 2024, and the motion was fully briefed and scheduled to be heard on July 16, 2025.

On July 8, 2025, pursuant to the parties’ stipulation, the NorCal Court vacated the hearing so plaintiffs could file a Second Amended Complaint, which they did on July 22, 2025.

The Second Amended Complaint alleged the same claims based on the same theories as the Consolidated Amended Complaint, but named an additional former officer as a defendant and added additional challenged statements made within the same class period.

The Class Defendants filed a motion to dismiss the Second Amended Complaint on September 17, 2025.

On February 20, 2026, the NorCal Court granted the Class Defendants’ motion to dismiss with leave to amend.

On March 3, 2026, plaintiffs filed a Third Amended Complaint.

The Third Amended Complaint alleges the same claims based on the same theories as the Second Amended Complaint but removes some challenged statements related to ChargePoint’s handling of supply chain disruptions.

The Class Defendants filed a motion to dismiss the Third Amended Complaint on March 20, 2026.

Plaintiffs’ opposition is due on April 3, 2026 and the Class Defendants’ reply is due April 13, 2026.

The hearing on the motion to dismiss is scheduled for June 17, 2026.

A Case Management Conference is currently set for May 26, 2026.

Derivative Actions

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This action has been stayed.

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

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

Four additional substantively duplicative actions were filed in the NorCal Court on January 8, 2024, March 1, 2024, May 2, 2024, and May 24, 2024.

The complaints seek unspecified monetary damages and other relief.

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

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

Derivative Litigation, Case No.

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

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

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

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

A Case Management Conference for the Consolidated Derivative Action is scheduled to be held on May 26, 2026, concurrently with the Case Management Conference for the Class Actions.

The Company intends to defend these lawsuits vigorously.

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

The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be,

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

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

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Letters of Credit

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

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

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

The Company had $ 0.4 million of secured letters of credit outstanding as of January 31, 2026 and 2025.

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As of each of January 31, 2026 and 2025, the Company was authorized to issue 1,000,000,000 shares of Common Stock, with a par value of $ 0.0001 per share.

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

333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permits the Company to offer up to $ 1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”).

333-265986) with the SEC (that was declared effective by the SEC on July 12, 2022), which permitted the Company to offer up to $ 1.0 billion of Common Stock, preferred stock, debt securities, warrants and rights in one or more offerings and in any combination, including in units from time to time (the “Shelf Registration Statement”).

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

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 the Company to offer up to $ 400.0 million 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 of Common Stock pursuant to a sales agreement (the “2025 ATM Facility”).

There were no material amounts of shares issued of the Company’s Common Stock pursuant to the 2025 ATM Facility during the fiscal year ended January 31, 2026.

As of January 31, 2026, 13,903,800 shares of Common Stock were reserved for future issuance under the 2025 ATM Facility.

During the fiscal year ended January 31, 2025, the Company sold a total of 415,915 1 shares of its Common Stock pursuant to the 2022 ATM Facility at the prevailing market prices for total proceeds of $ 10.2 million, net of $ 0.1 million of issuance costs.

During the fiscal year ended January 31, 2024, the Company sold a total of 2,964,974 1 shares of its Common Stock pursuant to the 2022 ATM Facility at the prevailing market prices for total proceeds of $ 287.2 million, net of $ 1.2 million of issuance costs.

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

(1) Amounts have been adjusted to reflect 1-for-20 reverse stock split that became effective on July 28, 2025.

See Note 1, Description of Business and Basis of Presentation for additional details.

Stock Warrants

Common Stock Warrants

Legacy ChargePoint had outstanding warrants to purchase shares of Legacy ChargePoint common stock (collectively, “Legacy Warrants”), which now represent warrants to purchase Common Stock.

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

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

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

The Company had outstanding warrants issued prior to 2021 to purchase shares of Common Stock (collectively, “Legacy Warrants”).

As of January 31, 2026, there were 1,724,961 Legacy Warrants outstanding which are classified as equity and no Legacy Warrants were exercised during the fiscal years ended January 31, 2026, January 31, 2025 and January 31, 2024.

1,046,106 Legacy Warrants have exercise price of $ 120.60 per share and expire between July 31, 2030 and August 4, 2030.

678,855 Legacy Warrants have exercise price of $ 180.80 per share and expire between November 16, 2028 and February 14, 2029.

Warrants outstanding and warrant activity are adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 1, Description of Business and Basis of Presentation.

In connection with the Exchange Transaction, on November 14, 2025, described Note 6, Debt in Part II, Item 8, “Financial Statements” of this Annual Report on Form 10-K, under “2028 Convertible Notes”, the Company issued the warrants to purchase an aggregate of 1,671,000 shares of ChargePoint’s Common Stock to the Exchanging Holders (2025 Warrants).

The 2025 Warrants were exercisable immediately upon issuance and will expire on November 14, 2030.

The 2025 Warrants are accounted for as equity as they are redeemable only in shares of Common Stock, with an exercise price of $ 25.00 per share and may be exercised at the election of the holder on a cash basis or through a cashless exercise.

The Company recorded $ 6.1 million at fair value using a Black-Scholes model as additional paid-in capital on the Consolidated Balance Sheet.

As of January 31, 2026, 1,671,000 2025 Warrants were outstanding and no 2025 Warrants were exercised during the fiscal year ended January 31, 2026.

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

January 31, 2025

Outstanding Warrants Expiration Date

Common Stock 20,922,215 $ 6.03 7/31/2030 – 8/4/2030

Common Stock 13,577,221 $ 9.04 11/16/2028 – 2/13/2029

Total outstanding common stock warrants 34,499,436

Private Placement Warrants

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

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

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

On February 21, 2022, the Company redeemed the remaining Private Placement Warrants for 0.355 shares of Common Stock per warrant.

As of January 31, 2025, there were zero Private Placement Warrants outstanding.

2022 February 26, 2021 (Merger Date)

The fair value of the 2025 Warrants were determined as of the issuance date, using the Black-Sholes option pricing model.

The following assumptions were used in the model:

Market price of public stock $ 8.64

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Dividend rate 0.0 %

Warrant Activity

Activity of warrants is set forth below:

Legacy Warrants Private Placement Warrants Total

Common Stock Warrants

Outstanding as of January 31, 2024

34,499,436 — 34,499,436

Warrants Exercised — — —

Outstanding as of January 31, 2025

34,499,436 — 34,499,436

Equity Plans and Stock-Based Compensation

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As of January 31, 2026, the Company had unrecognized stock-based compensation expense related to stock options, RSUs, PRSUs, and ESPP of $ 50.2 million, which is expected to be recognized over a weighted-average period of 2.1 years.

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2021 Employee Stock Purchase Plan

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The shares were purchased at a weighted-average purchase price of $ 130.81 per share, with proceeds of $ 8.3 million.

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2021 Equity Incentive Plan

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The 2021 EIP provides for the issuance of RSUs to employees and directors.

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

A summary of activity of RSUs under the 2021 EIP at January 31, 2026 and changes during the periods then ended is presented in the following table, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 1, Description of Business and Basis of Presentation :

Number of Shares Weighted Average Grant Date Fair Value per Share

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Performance Restricted Stock Units

Pursuant to the 2021 EIP, the Company grants PRSUs to certain officers, including the Company’s Chief Executive Officer.

Pursuant to the 2021 EIP, the Company grants Performance Restricted Stock Units (PRSUs) to certain officers, including the Company’s Chief Executive Officer.

Vesting of the PRSUs is dependent upon the satisfaction of either market-based or performance based conditions as well as service-based conditions.

The grant date fair value of market-based PRSUs are valued based on a Monte Carlo valuation model.

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

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

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

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

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

The grant date fair value of performance-based PRSUs are valued based on the Company’s stock market value on the grant date.

Stock-based compensation expense is recognized over the requisite service period based on the number of units expected to vest, which is reassessed during each reporting period based on the Company’s evaluation of the probability of achieving the applicable performance conditions.

A summary of activity of PRSUs under the 2021 EIP at January 31, 2026 and changes during the periods then ended is presented in the following table, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 1, Description of Business and Basis of Presentation :

Number of Shares Weighted Average Grant Date Fair Value per Share

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Outstanding as of January 31, 2026 444,933 $ 23.22

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2026 Inducement Plan

On January 15, 2026, the Board of Directors of the Company adopted the ChargePoint Holdings, Inc.

2026 Inducement Plan (the “Inducement Plan”).

The Inducement Plan will serve to advance the interests of the Company by providing a material inducement for individuals to join the Company as employees by affording such individuals an opportunity to acquire a proprietary interest in the Company.

The Inducement Plan has not been and will not be approved by the Company’s stockholders.

Awards under the Inducement Plan will be made pursuant to the exemption from NYSE stockholder approval requirements for equity compensation provided by NYSE Listed Company Manual 303A.08 or any successor rule thereto (the “Inducement Rules”).

The Inducement Plan provides for the grant of certain equity-based awards solely to persons expected to become officers and other employees of the Company and its subsidiaries as the Company’s Compensation and Organizational Development Committee of its Board of Directors (the “Compensation Committee”) in its sole discretion may select from time to time and who is eligible to receive an award under the Inducement Plan pursuant to the Inducement Rules.

The maximum number of shares available for grant under the Inducement Plan is 300,000 shares of the Company’s Common Stock (subject to adjustment for recapitalizations, stock splits, reorganizations and similar transactions).

The terms of the Inducement Plan are generally identical to the terms of the 2021 EIP (modified as necessary to comply with the Inducement Rules), is administered by the Compensation Committee, and expires ten years from the date of effectiveness.

As of January 31, 2026, 300,000 shares were reserved for future issuance under the Inducement Plan.

2017 Plan and 2007 Plan

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Stock Options Activity

A summary of option activity under the 2017 and 2007 Plans at January 31, 2025 and changes during the periods then ended is presented in the following table:

A summary of option activity under the 2017 and 2007 Plans at January 31, 2026 and changes during the periods then ended is presented in the following table, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 1, Description of Business and Basis of Presentation :

Awards Weighted

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The Company did not grant any options during the years ended January 31, 2026 and 2025.

The total fair value of options vested during the years ended January 31, 2025, 2024, and 2023 was $ 0.2 million, $ 46.3 million, and $ 2.0 million, respectively.

The total fair value of options vested during the years ended January 31, 2025 and 2024 was $ 0.2 million, and $ 46.3 million, respectively.

There were no options that vested during the year ended January 31, 2026.

Determination of Fair Value

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The Company utilizes the Black-Scholes option-pricing model to establish the fair value of stock options and ESPP, and the Monte Carlo simulation model to establish the fair value of PRSUs containing a market condition.

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The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2026, 2025 and 2024 were as follows:

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Expected term (in years) 0.5 - 2.0

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• Expected volatility:

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

There were no PRSU awards granted during the year ended January 31, 2026 that required the fair value to be determined using a Monte Carlo simulation model on the grant date.

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

Year Ended January 31,

2025 2024 2023

Expected volatility 81.7 % - 84.8 %

68.4 % - 82.4 %

72.1 % - 74.0 %

Risk-free interest rate 3.6 % - 4.3 %

4.0 % - 4.3 %

2.8 % - 3.3 %

Dividend rate 0.0 % 0.0 %

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Total current $ 4,489 $ 4,072 $ 2,177

Federal $ — $ — $ 1

Foreign ( 441 ) 300 ( 2,198 )

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$ 4,048 $ 4,372 $ ( 21 )

A reconciliation of the U.S.

federal statutory rate to the Company’s effective tax rate was as follows:

The table below provides the updated requirements of ASU 2023-09 for the Company’s effective tax rate for the year ended January 31, 2026.

See Note 1, Description of the Business and Summary of Significant Accounting Policies for additional details on the adoption of ASU 2023-09.

Year Ended January 31,

federal statutory tax rate

$ ( 45,391 ) 21.0 %

State and local income taxes, net of federal tax effect

( 676 ) 0.3 %

Effect of cross-border tax laws 513 ( 0.2 %)

Change in valuation allowances 30,507 ( 14.1 %)

Nondeductible items

Nondeductible stock-based compensation 11,145 ( 5.2 %)

Permanent difference on debt Exchange Transaction 3,164 ( 1.5 ) %

Other adjustments 1,401 ( 0.7 ) %

Changes in unrecognized tax benefits 3,331 ( 1.5 ) %

Foreign tax effects 54 — %

Total income tax expense $ 4,048 ( 1.9 ) %

The Company presents the impact of uncertain tax positions in the effective tax rate reconciliation on an aggregate worldwide basis.

This uncertain tax position line amounts includes the positions related to federal and state research and development (“R&D”) credits as well as transfer pricing matters.

Accordingly, amounts related to uncertain tax positions are included in the “Changes in unrecognized tax benefits” line and are not allocated to specific jurisdictions, such as federal, state, or foreign taxes.

As a result, certain items related to state or foreign tax matters may be reflected within this line rather than within the respective jurisdictional categories in the rate reconciliation.

Greater than 50% of the state tax benefit was primarily due to California R&D credits.

As previously disclosed for the periods ended January 31, 2025 and 2024, prior to the adoption of ASU 2023-09, the effective income tax rate differed from the statutory federal income tax rate as follows:

Year Ended January 31,

Tax at federal statutory rate 21.0 % 21.0 %

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Research and development tax credits 0.4 % 0.6 %

Section 162(m) executive compensation limitation

— % — % ( 1.2 ) %

Other ( 2.0 ) % 0.6 %

Effective tax rate ( 1.6 ) % 0.1 %

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The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2026 and 2025 were as follows:

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Interest expense limitation

Inventory reserves 13,022 15,350

Debt book-tax basis difference 19,339 —

UNICAP adjustment 9,243 8,850

Depreciation and amortization 296 —

Total deferred tax assets 529,283 496,515

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( 1,933 ) ( 2,347 )

Other ( 189 ) —

Total deferred tax liabilities ( 19,256 ) ( 21,996 )

Net deferred tax assets (liabilities) $ ( 13,038 ) $ ( 11,837 )

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

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Under the Tax Cuts and Jobs Act, for tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&D expenditures that are paid or incurred in connection with their trade or business which represent costs in the experimental or laboratory sense.

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

The One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, restored the immediate expensing of domestic R&D expenses and allowed accelerated expensing of previously capitalized domestic R&D as of December 31, 2024.

Foreign research costs remain subject to capitalization and amortization over a 15-year period.

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

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The federal and California state net operating loss carryforwards begin to expire in 2028 and 2029, respectively.

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

In addition, the Company had NOLs for other states of $ 515.8 million, which began to expire in the year 2026.

As of January 31, 2026, the Company had federal and California state research credit carryforwards of $ 41.2 million and $ 43.3 million, respectively.

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Similar rules may apply under state tax laws.

The Company completed its Section 382 analysis and determined it had experienced ownership changes in some periods through January 31, 2025.

As a result of the ownership changes, approximately $ 17.1 million of Federal NOLs, $ 17.5 million of California NOLs, and $ 4.7 million of federal tax credits are expected to expire unutilized for income tax purposes.

The Company completed its Section 382 analysis and determined

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it had experienced ownership changes in some periods through January 31, 2026.

Subsequent ownership changes may affect the limitation in future years.

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As of January 31, 2026, the Company had unrecognized tax benefits of $ 39.1 million, which would not impact the effective tax rate, if recognized, due to the valuation allowance.

The unrecognized tax benefits are related to activities which the Company believes qualify for research and development tax credits.

The Company does not expect its unrecognized tax benefits will significantly change over the next twelve months.

The Company recognizes interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit.

To date, there have been no interest or penalties charged in relation to unrecognized tax benefits.

The Company is subject to income taxes in United States federal and various state, local, and foreign jurisdictions.

The fiscal years from 2008 to 2024 remain open to examination due to the carryover of unused net operating losses or tax credits.

The Company intends to indefinitely reinvest the undistributed earnings of its foreign subsidiaries in those operations.

Therefore, the Company has not accrued any provision for taxes associated with the repatriation of undistributed earnings from its foreign subsidiaries as of January 31, 2025.

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

The unrecognized tax benefits are primarily related to activities which the Company believes qualify for research and development tax credits.

The nature of these activities as creditable may be subject to a different interpretation upon a tax examination.

It is unlikely that the amount of liability for unrecognized tax benefits will significantly change over the next twelve months.

It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense.

As of January 31, 2026, the Company had no accrued interest and penalties related to uncertain tax positions.

The fiscal years ended March 2008 through January 2025 remain open to examination due to the carryover of unused net operating losses and tax credits.

The Company does not expect its uncertain tax positions to change significantly within the next twelve months.

In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act of 2017.

The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations.

The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or treating any taxes on GILTI inclusions as period cost are both acceptable methods subject to an accounting policy election.

The Company has elected to treat any potential GILTI inclusions as a period cost.

Income taxes paid are as follows (in thousands):

Year Ended January 31,

(in thousands)

Netherlands 276

All other foreign 53

Income taxes paid $ 2,884

Segment Reporting and Geographic Information

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Basic and Diluted Net Loss per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2025, 2024, and 2023:

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended January 31, 2026, 2025, and 2024, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 1, Description of Business and Basis of Presentation :

Year Ended January 31,

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

The potential shares of Common Stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 1, Description of Business and Basis of Presentation , because including them would have had an antidilutive effect were as follows:

Year Ended January 31,

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Unvested early exercised common stock options

Common stock warrants

2025 Warrants 1,671,000 — —

Legacy Warrants

1,724,961 1,724,961 1,724,961

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Total $ 9,827

As of January 31, 2026, no restructuring-related liabilities remained in accrued and other current liabilities.

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

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During the twelve months ended January 31, 2026, changes to the restructuring-related liabilities were primarily due to cash disbursements of severance and employment-related exit costs and facility exit costs.

As of January 31, 2026, no restructuring-related liabilities remained in accrued and other current liabilities.

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

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

September 2023 Reorganization

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

The Reorganization entailed a reduction in force of approximately 168 employees, or 10 % of the Company’s global workforce at the time, and other actions to reduce expenses.

The September 2023 Reorganization entailed a reduction in force of approximately 168 employees, or 10 % of the Company’s global workforce at the time, and other actions to reduce expenses.

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

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During the twelve months ended January 31, 2026, changes to the restructuring-related liabilities were primarily due to cash disbursements of severance and employment-related exit costs.

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

As of January 31, 2026, restructuring liabilities related to the September 2023 Reorganization were $ 0.1 million entirely related to facility exit cost.

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

Subsequent Events

On February 19, 2025, the Company was notified by the NYSE that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual (the “Bid Price Requirement”) because the average closing price of the Company’s Common Stock was less than $ 1.00 over a consecutive 30 trading-day period.

The notification received from the NYSE has no immediate effect on the listing of the Company’s Common Stock on the NYSE.

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

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

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

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

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

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

On March 31, 2026, the Company implemented a reorganization of its operations including a reduction of the Company’s current global workforce by approximately 10 % (the “March 2026 Reorganization”).

The Company estimates the aggregate restructuring costs associated with the March 2026 Reorganization to be approximately $ 8.0 million, primarily consisting of severance benefits, employee benefits and related costs and facility exit costs.

The Company expects to complete the March 2026 Reorganization during its second quarter for fiscal year 2027 and to incur these costs primarily during its first and second quarters for fiscal year 2027.

The estimates of the charges and expenditures that the Company expects to incur in connection with the March 2026 Reorganization, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates.

In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the March 2026 Reorganization.

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

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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 8. Financial Statements and Supplementary Data