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Item 9A. Controls and Procedures

2026-04-02 compared with 2025-03-28 · 49 added, 37 removed, 162 unchanged (35% of the section changed)

20 unchanged sentences

There have been no changes in internal control over financial reporting during the quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, ChargePoint’s internal control over financial reporting.

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Other Information.

During the three months ended January 31, 2026, none of our directors or executive officers modified or terminated a Rule 10b5-1 trading arrangement or adopted , modified or terminated a non-Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K.

March 2026 Reorganization

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.

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

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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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

10 unchanged sentences

Information relating to securities authorized for issuance under equity compensation plans and other information required to be provided in response to this item will be presented in the definitive proxy statement filed in pursuant to Regulation 14A for the 2026 Annual Meeting of Stockholders to be held on or about July 21, 2026, which information is incorporated herein by reference.

In addition, descriptions of ChargePoint’s equity compensation plans are set forth in Note 10, Equity Plans and Stock-Based Compensation , in the notes to the consolidated financial statements included in this Annual Report.

In addition, descriptions of ChargePoint’s equity compensation plans are set forth in Note 10, Equity Plans and Stock-Based Compensation , in Part II, Item 8 in the notes to the consolidated financial statements included in this Annual Report.

Certain Relationships and Related Transactions, and Director Independence.

11 unchanged sentences

0 01 - 39004), filed with the SEC on March 1, 2021).

3.2 Amended and Restated Bylaws of ChargePoint Holdings, Inc., effective as of Sep tember 5, 2024 (incorporated by reference to Exhibit 3.

1 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10- Q (File No.

3.2 Amended and Restated Bylaws of ChargePoint Holdings, Inc., effective as of September 5, 2024 (incorporated by reference to Exhibit 3.1 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on September 9, 2024).

1 unchanged sentence

001-39004), filed with the SEC on April 4, 2022).

3.4 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of ChargePoint Holdings, Inc.

dated July 25, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K (File No.

001-39004) filed with the SEC on July 28, 2025) .

4.1 Form of Warrant to Purchase Shares of Common Stock of ChargePoint, Inc.

1 unchanged sentence

333-249549), filed with the SEC on December 4, 2020) .

4.2 Form of 2011 Warrant to Purchase Shares of Series D Preferred Stock of ChargePoint, Inc.

(incorporated by reference to Exhibit 4.5 to Switchback Energy Acquisition Corporation’s Registration Statement on Form S-4/A (File No.

333-249549), filed with the SEC on December 4, 2020).

4.2 Form of 2025 Warrant (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K (File No.

001-39004) filed with the SEC on November 18, 2025).

4.3+ Description of Registrant’s Securities .

6 unchanged sentences

001-39004), filed with the SEC on October 24, 2023).

10.1 Revolving Credit Agreement, dated as of July 27, 2023 by and among the Company, ChargePoint, Inc., the subsidiaries of the Company party thereto as guarantors, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on July 27, 2023).

10.2 Amendment No.

1 to Revolving Credit Agreement, dated as of October 11, 2023, by and among the Company, ChargePoint, Inc., the subsidiaries of the Company party thereto as guarantors, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.7 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on December 8, 2023).

Exchange Agreement, dated November 14, 2025, by and between ChargePoint Holdings, Inc.

and the Exchanging Creditors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No.

001-39004) filed with the SEC on November 18, 2025) .

Credit and Security Agreement, dated November 14, 2025, by and among ChargePoint, Inc., ChargePoint Holdings, Inc., certain subsidiary guarantors, the lenders party thereto and Alter Domus (US) LLC (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K (File No.

001-39004) filed with the SEC on November 18, 2025) .

Offer Letter, dated September 2, 2022, between ChargePoint, Inc.

and Jagdeep Singh (incorporated by reference to Exhibit 10.

3 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

and Jagdeep Singh (incorporated by reference to Exhibit 10.3 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

001-39004), filed with the SEC on April 1, 2024) .

5 unchanged sentences

0001-39004), filed with the SEC on June 8, 2023).

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10.6 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.9 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

001-39004), filed with the SEC on April 4, 2022).

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ChargePoint Holdings Incentive Bonus Plan (incorporated by reference to Exhibit 10.10 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

3 unchanged sentences

001-39004), filed with the SEC on September 11, 2023).

10.9 Amended and Restated Registration Rights Agreement, dated February 26, 2021, by and among ChargePoint Holdings, Inc., and certain stockholders and equityholders of ChargePoint Holdings, Inc.

(incorporated by reference to Exhibit 10.13 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on March 1, 2021).

10.9 Registration Rights Agreement, dated November 14, 2025, by and between ChargePoint Holdings, Inc.

and the Exchang ing Holders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K (File No.

001-39004) filed with the SEC on November 18, 2025) .

ChargePoint, Inc.

11 unchanged sentences

ChargePoint Holdings, Inc.

Executive Severance Plan, effective February 29, 2024 (incorporated by reference to Exhibit 10.

18 to ChargePoint Holdings, Inc.’s Ann ual Report on Form 10- K (File No.

Executive Severance Plan, effective February 29, 2024 (incorporated by reference to Exhibit 10.18 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

001-39004), filed with the SEC on April 1, 2024).

16 unchanged sentences

001-39004), filed with the SEC on September 9, 2024).

Offer Letter, dated A ugust 16, 202 4 , between ChargePoint, Inc.

and D av id Vice (incorporated by reference to Exhibit 10.

1 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on J une 6, 2025 ).

10.22* Offer Letter, dated December 30, 2020, between ChargePoint, Inc.

2 unchanged sentences

10.23+* ChargePoint Holdings, Inc.

Insider Trading Policy

21.1 Material Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to ChargePoint Holdings, Inc.’s Annu al Report on Form 10-K (File No.

2026 Inducement Plan.

19.1 ChargePoint Holdings, Inc.

Insider Trading Policy (incorporated by reference to Exhibit 19 .1 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

001-39004), filed with the SEC on March 28, 2025 )

21.1 Material Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

001-39004), filed with the SEC on April 1, 2024)

23.1+ Consent of PricewaterhouseCoopers LLP.

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24.1+ Powers of Attorney (included on the signature page to this Annual Report on Form 10-K)

2 unchanged sentences

32.1*** Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

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32.2*** Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

17 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

March 28, 2025

April 2, 2026

CHARGEPOINT HOLDINGS, INC.

8 unchanged sentences

Chief Financial Officer

March 28, 2025

April 2, 2026

MANSI KHETANI

1 unchanged sentence

/s/ Rick Wilmer

Chief Executive Officer and Director March 28, 2025

Chief Executive Officer and Director April 2, 2026

(Principal Executive Officer)

/s/ Roxanne Bowman Director March 28, 2025

/s/ Roxanne Bowman Director April 2, 2026

ROXANNE BOWMAN

/s/ Elaine L.

Chao Director March 28, 2025

/s/ Bruce Chizen Director March 28, 2025

Chao Director April 2, 2026

/s/ Bruce Chizen Director April 2, 2026

/s/ Mitesh Dhruv

Director March 28, 2025

/s/ Axel Harries Director March 28, 2025

/s/ Jeffrey Harris Director March 28, 2025

Director April 2, 2026

/s/ Axel Harries Director April 2, 2026

/s/ Jeffrey Harris Director April 2, 2026

JEFFREY HARRIS

/s/ Susan Heystee Director March 28, 2025

/s/ Susan Heystee Director April 2, 2026

SUSAN HEYSTEE

1 unchanged sentence

Signature Title Signature Date

/s/ Mark Leschly Director March 28, 2025

/s/ Michael Linse Director March 28, 2025

/s/ Mark Leschly Director April 2, 2026

/s/ Michael Linse Director April 2, 2026

MICHAEL LINSE

/s/ Ekta Singh-Bushell Director March 28, 2025

/s/ Ekta Singh-Bushell Director April 2, 2026

EKTA SINGH-BUSHELL

Richard Wagoner, Jr.

Director March 28, 2025

Director April 2, 2026

RICHARD WAGONER, JR.

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 9A. Controls and Procedures