Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information for Common Stock
ChargePoint’s Common Stock is traded under the symbol “CHPT” and is listed on the New York Stock Exchange (NYSE).
Dividend Policy
ChargePoint has never declared or paid dividend on its Common Stock and has no plans to do so in the foreseeable future.
Number of Common Stockholders
As of March 19, 2026, there were approximately 272 holders of record of ChargePoint’s Common Stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
Sales of Unregistered Equity Securities and Use of Proceeds
2025 Credit Agreement
On November 14, 2025, ChargePoint entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with certain holders of its outstanding 2028 Convertible Notes (the “Exchanging Holders”). Pursuant to the Exchange Agreement, the Exchanging Holders exchanged $328.6 million in capitalized principal amount of the 2028 Convertible Notes for the following consideration: (i) $186.5 million in aggregate principal amount under a new Credit and Security Agreement (the “2025 Credit Agreement” and such principal amount the “2025 Senior Loan”), (ii) $25.0 million in cash, and (iii) warrants to purchase up to 1,671,000 shares of ChargePoint’s Common Stock at an exercise price of $25.00 per share (the “2025 Warrants”). ChargePoint did not receive any proceeds in connection with the Exchange Agreement. ChargePoint issued the 2025 Warrants and Interest Shares (as defined below) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
2025 Senior Loan Interest Shares
During the quarter ended January 31, 2026, pursuant to the terms of the 2025 Credit Agreement, ChargePoint issued 193,210 shares of ChargePoint’s Common Stock (the “Interest Shares”) to the holders of the 2025 Senior Loan in lieu of paying cash interest. ChargePoint issued the Interest Shares in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. ChargePoint received no proceeds in connection with the issuance of the Interest Shares. See Note 6, Debt in Part II, Item 8, “Financial Statements” of this Annual Report on Form 10-K, for more information related to the Interest Shares.
Stock Performance
The following shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any of ChargePoint Holdings, Inc.'s other filings under the Exchange Act or the Securities Act of 1933, as amended, except to the extent ChargePoint specifically incorporates it by reference into such filing.
The graph below matches ChargePoint Holdings, Inc.'s cumulative total shareholder return on Common Stock with the cumulative total returns of the S&P Midcap 400 index, the S&P Application Software index, and the S&P 500 Technology Hardware, Storage & Peripherals index. The graph tracks the performance of a $100 investment in ChargePoint's Common Stock and in each index (with the reinvestment of all dividends) from January 31, 2021 to January 31, 2026.
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The stock price performance included in this graph is not necessarily indicative of future price performance.
Company/Index January 31, 2021 January 31, 2022 January 31, 2023 January 31, 2024 January 31, 2025 January 31, 2026
ChargePoint Holdings, Inc. $ 100.00 $ 36.39 $ 31.90 $ 4.99 $ 2.53 $ 0.79
S&P Midcap 400 $ 100.00 $ 114.05 $ 116.72 $ 122.29 $ 147.21 $ 158.56
S&P Application Software $ 100.00 $ 112.53 $ 89.04 $ 136.57 $ 148.89 $ 128.98
S&P 500 Technology Hardware, Storage & Peripherals $ 100.00 $ 133.59 $ 110.90 $ 141.95 $ 179.24 $ 205.84
Item 6. [Reserved.]
Not applicable.