ChargePoint Holdings, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 71 Consolidated Balance Sheets 73 Consolidated Statements of Operations 74 Consolidated Statements of Comprehensive Loss 75 Consolidated Statements of Stockholders' Equity 76 Consolidated Statements of Cash Flows 77 Notes to Consolidated Financial Statements 78 70 Table of Content Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of ChargePoint Holdings, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of ChargePoint Holdings, Inc. and its subsidiaries (the “Company”) as of January 31, 2026 and 2025, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for each of the three years in the period ended January 31, 2026, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition – Networked Charging Systems and Subscriptions 71 Table of Content As described in Note 2 to the consolidated financial statements, the Company’s contracts with customers include promises to transfer multiple products and services, such as Networked Charging Systems, software subscriptions, and extended maintenance. The Company’s revenue from Networked Charging Systems and subscriptions was $216.5 million and $162.4 million for the year ended January 31, 2026, respectively. Management recognizes revenue from sales of Networked Charging Systems upon shipment to distributors, resellers or direct sales customers as these customers obtain title and control over these products. Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer. When agreements involve multiple distinct performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Management determines standalone selling price based on observable standalone selling price when it is available, as well as the price charged to customers, its discounting practices and its overall pricing objectives. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, management estimates the standalone selling price using the residual approach. The principal consideration for our determination that performing procedures relating to Networked Charging Systems and subscriptions revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition for Networked Charging Systems revenue and subscriptions revenue. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over (i) the recognition of Networked Charging Systems and subscriptions revenue once the performance obligation has been satisfied and (ii) the estimation of standalone selling prices. These procedures also included, among others, (i) testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, subsequent cash receipts, and proof of shipment; (ii) confirming a sample of outstanding customer invoice balances as of January 31, 2026 and, for confirmations not returned, obtaining and inspecting source documents, such as purchase orders, invoices, subsequent cash receipts, and proof of shipment; (iii) for a sample of Networked Charging Systems revenue transactions before January 31, 2026, testing when control of the Networked Charging Systems was transferred to the customer by obtaining and inspecting source documents, such as purchase order and proof of shipment; (iv) testing the relative allocation of the transaction price to individual performance obligation based on the standalone selling price for a sample of contracts; and (v) evaluating management’s estimates of the standalone selling price. Evaluating management’s estimates of standalone selling price included (i) testing management’s process for estimating the standalone selling price; (ii) evaluating the appropriateness of the observable standalone selling price and residual approach used by management; and (iii) testing the completeness and accuracy of underlying data used in the observable standalone selling price and residual approach. /s/ PricewaterhouseCoopers LLP San Jose, California April 2, 2026 We have served as the Company’s auditor since 2016. 72 Table of Content ChargePoint Holdings, Inc. Consolidated Balance Sheets January 31, 2026 and 2025 (in thousands, except share and per share data) January 31, 2026 2025 Assets Current assets: Cash and cash equivalents $ 141,564 $ 224,571 Restricted cash 400 400 Accounts receivable, net of allowance of $ 16,000 as of January 31, 2026 and $ 20,100 as of January 31, 2025 86,132 95,906 Inventories 214,903 209,262 Prepaid expenses and other current assets 19,028 36,435 Total current assets 462,027 566,574 Property and equipment, net 24,665 35,361 Intangible assets, net 60,534 66,175 Operating lease right-of-use assets 11,450 14,680 Goodwill 227,938 207,540 Other assets 5,631 7,845 Total assets $ 792,245 $ 898,175 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 90,094 $ 64,050 Accrued and other current liabilities 141,723 124,679 Deferred revenue 119,381 105,017 Debt, current 32,371 — Total current liabilities 383,569 293,746 Deferred revenue, noncurrent 131,200 134,198 Debt, noncurrent 228,480 297,092 Operating lease liabilities 10,677 15,267 Deferred tax liabilities 13,038 12,036 Other long-term liabilities 3,982 8,365 Total liabilities 770,946 760,704 Commitments and contingencies (Note 7) Stockholders' equity: Common stock: $ 0.0001 par value; 1,000,000,000 shares authorized as of each of January 31, 2026 and 2025; 24,316,597 and 22,805,115 shares issued and outstanding as of January 31, 2026 and 2025, respectively 2 2 Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized as of each of January 31, 2026 and 2025; zero shares issued and outstanding as of each of January 31, 2026 and 2025 — — Additional paid-in capital 2,128,764 2,054,340 Accumulated other comprehensive loss 4,168 ( 25,433 ) Accumulated deficit ( 2,111,635 ) ( 1,891,438 ) Total stockholders' equity 21,299 137,471 Total liabilities and stockholders' equity $ 792,245 $ 898,175 The accompanying notes are an integral part of these consolidated financial statements. 73 Table of Content ChargePoint Holdings, Inc. Consolidated Statements of Operations Years Ended January 31, 2026, 2025, and 2024 (in thousands, except share and per share data) Year Ended January 31, 2026 2025 2024 Revenue Networked Charging Systems $ 216,514 $ 234,802 $ 360,822 Subscriptions 162,387 144,325 120,445 Other 32,323 37,956 25,372 Total revenue 411,224 417,083 506,639 Cost of revenue Networked Charging Systems 199,668 223,351 386,149 Subscriptions 61,875 71,218 73,595 Other 24,079 21,833 16,777 Total cost of revenue 285,622 316,402 476,521 Gross profit 125,602 100,681 30,118 Operating expenses Research and development 139,272 141,276 220,781 Sales and marketing 100,720 130,890 150,186 General and administrative 95,748 81,514 109,102 Total operating expenses 335,740 353,680 480,069 Loss from operations ( 210,138 ) ( 252,999 ) ( 449,951 ) Gain on debt exchange 11,223 — — Interest income 4,488 8,347 9,603 Interest expense ( 23,860 ) ( 24,653 ) ( 16,273 ) Other expense, net 2,138 ( 3,389 ) ( 1,009 ) Net loss before income taxes $ ( 216,149 ) $ ( 272,694 ) $ ( 457,630 ) Provision (benefit) for income taxes 4,048 4,372 ( 21 ) Net loss $ ( 220,197 ) $ ( 277,066 ) $ ( 457,609 ) Net loss attributable to common stockholders - Basic $ ( 220,197 ) $ ( 277,066 ) $ ( 457,609 ) Net loss attributable to common stockholders - Diluted $ ( 220,197 ) $ ( 277,066 ) $ ( 457,609 ) Weighted average shares outstanding - Basic 23,408,373 21,674,490 18,776,494 Weighted average shares outstanding - Diluted 23,408,373 21,674,490 18,776,494 Net loss per share - Basic $ ( 9.41 ) $ ( 12.78 ) $ ( 24.37 ) Net loss per share - Diluted $ ( 9.41 ) $ ( 12.78 ) $ ( 24.37 ) The accompanying notes are an integral part of these consolidated financial statements 74 Table of Content ChargePoint Holdings, Inc. Consolidated Statements of Comprehensive Loss Years Ended January 31, 2026, 2025, and 2024 (in thousands) Year Ended January 31, 2026 2025 2024 Net loss $ ( 220,197 ) $ ( 277,066 ) $ ( 457,609 ) Other comprehensive income (loss): Foreign currency translation adjustment, net of tax 29,601 ( 9,507 ) 9 Available-for-sale short-term investments: Reclassification adjustment for net realized gains on short-term investments included in net income, net of tax — — 449 Other comprehensive income (loss) 29,601 ( 9,507 ) 458 Comprehensive loss $ ( 190,596 ) $ ( 286,573 ) $ ( 457,151 ) The accompanying notes are an integral part of these consolidated financial statements. 75 Table of Content ChargePoint Holdings, Inc. Consolidated Statements of Stockholders' Equity Years Ended January 31, 2026, 2025, and 2024 (in thousands, except share data) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity Shares Amount Balances as of January 31, 2023 17,416,524 $ 2 $ 1,528,137 $ ( 16,384 ) $ ( 1,156,763 ) $ 354,992 Issuance of common stock under stock plans, net of tax withholding 611,156 — 3,763 — — 3,763 Issuance of common stock in connection with ATM offerings, net of issuance costs 2,964,974 — 287,199 — — 287,199 Issuance of common stock upon ESPP purchase 63,265 — 8,290 — — 8,290 Vesting of early exercised stock options — — 31 — — 31 Repurchase of unvested restricted shares ( 83 ) — — — — — Impact of convertible note modification — — 13,225 — — 13,225 Stock-based compensation — — 117,327 — — 117,327 Net loss — — — — ( 457,609 ) ( 457,609 ) Other comprehensive income — — — 458 — 458 Balances as of January 31, 2024 21,055,836 $ 2 $ 1,957,972 $ ( 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 Issuance of common stock in connection with ATM offerings, net of issuance costs 415,915 — 10,214 — — 10,214 Issuance of common stock upon ESPP purchase 151,664 — 4,309 — — 4,309 Stock-based compensation — — 75,651 — — 75,651 Net loss — — — — ( 277,066 ) ( 277,066 ) Other comprehensive loss — — — ( 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. 76 Table of Content ChargePoint Holdings, Inc. Consolidated Statements of Cash Flows Years Ended January 31, 2026, 2025, and 2024 (in thousands) Year Ended January 31, 2026 2025 2024 Cash flows from operating activities Net loss $ ( 220,197 ) $ ( 277,066 ) $ ( 457,609 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 27,047 29,192 28,486 Non-cash operating lease cost 3,572 3,535 4,343 Stock-based compensation 64,694 75,651 117,327 Amortization of deferred contract acquisition costs 3,308 3,207 2,859 Inventory impairment — — 70,000 Gain on debt exchange ( 11,223 ) — — Paid-in-kind non-cash interest expense 20,076 9,099 — 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: Accounts receivable, net 12,886 17,371 36,510 Inventories 7,175 ( 17,048 ) ( 173,661 ) Prepaid expenses and other assets 13,073 2,274 7,002 Accounts payable, operating lease liabilities, and accrued and other liabilities 7,921 ( 31,897 ) ( 4,307 ) Deferred revenue 7,391 9,242 32,829 Net cash used in operating activities ( 62,835 ) ( 146,947 ) ( 328,941 ) Cash flows from investing activities Purchases of property and equipment ( 4,165 ) ( 12,073 ) ( 19,424 ) Maturities of investments — — 105,000 Net cash (used in) provided by investing activities ( 4,165 ) ( 12,073 ) 85,576 Cash flows from financing activities 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 ) Settlement of contingent earnout liability — — ( 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 Other financing activities ( 59 ) — — 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 Net increase (decrease) in cash, cash equivalents, and restricted cash ( 83,007 ) ( 132,839 ) 63,248 Cash, cash equivalents, and restricted cash at beginning of period 224,971 357,810 294,562 Cash, cash equivalents, and restricted cash at end of period $ 141,964 $ 224,971 $ 357,810 Supplementary cash flow information Cash paid for interest $ 455 $ 10,673 $ 10,763 Cash paid for taxes $ 2,884 $ 2,748 $ 1,107 Supplementary cash flow information on non-cash investing and financing activities Impact of convertible note modification $ — $ — $ 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 ) 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. 77 Table of Content ChargePoint Holdings, Inc. Notes to Consolidated Financial Statements 1. Description of Business and Basis of Presentation ChargePoint Holdings, Inc. (“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”). The Company’s fiscal year ends on January 31. References to fiscal years 2026, 2025, and 2024 relate to the fiscal years ended January 31, 2026, January 31, 2025, and January 31, 2024, respectively. Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing and marketing its Networked Charging Systems, subscriptions and other offerings, raising capital, and recruiting personnel. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of January 31, 2026, the Company had an accumulated deficit of $ 2,111.6 million. 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. As of the date on which these consolidated financial statements were issued, the Company believes that its cash on hand, together with cash generated from sales to customers, will satisfy its working capital and capital requirements for at least the next twelve months following the issuance of the consolidated financial statements. The Company’s assessment of the period of time its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of, and its near- and long-term future capital requirements will depend on, many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its acquisitions, infrastructure, and research and development efforts, the expansion of sales and marketing activities, the timing of new introductions of products or features, the continuing market adoption of its Networked Charging Systems and ChargePoint Platform, and the overall market acceptance of EVs. The Company has and may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology. If additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. 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. 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 78 Table of Content 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. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. 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, 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. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents are held in domestic and foreign cash accounts across large, creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits. Short-term investments have historically consisted of U.S. treasury bills that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances. Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition. 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. 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. The Company’s revenue is concentrated in the infrastructure needed for charging EVs, an industry which is highly competitive and rapidly changing. Significant technological changes within the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect the Company’s operating results. Segment Reporting 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. 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. 79 Table of Content Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash equivalents may be invested in money market funds. Cash and cash equivalents are carried at cost, which approximates their fair value. Restricted cash relates to cash deposits restricted under letters of credit issued in support of customer and contract manufacturer agreements. The reconciliation of cash, cash equivalents, and restricted cash to amounts presented in the consolidated statements of cash flows were as follows: January 31, 2026 2025 2024 (in thousands) Cash and cash equivalents $ 141,564 $ 224,571 $ 327,410 Restricted cash 400 400 30,400 Total cash, cash equivalents, and restricted cash $ 141,964 $ 224,971 $ 357,810 Accounts Receivable, net Accounts receivable for products, services and in certain scenarios charging sessions are recorded at the invoiced amount and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses related to its existing accounts receivable and net realizable value to ensure trade receivables are not overstated due to uncollectibility. Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables are further adjusted. The Company also considers broader factors in evaluating the sufficiency of its allowances, including the length of time receivables are past due, macroeconomic conditions, significant one-time events, and historical experience. When the Company determines that there are accounts receivable that are uncollectible, they are written off against the allowance. The change in the allowance for expected credit losses for the years ended January 31, 2026, 2025, and 2024 was as follows: Beginning Balance Change in Provision Write-offs Ending Balance (in thousands) Year ended January 31, 2026 Allowance for expected credit losses $ 20,100 $ ( 1,099 ) $ ( 3,001 ) $ 16,000 Year ended January 31, 2025 Allowance for expected credit losses $ 14,000 $ 10,571 $ ( 4,471 ) $ 20,100 Year ended January 31, 2024 Allowance for expected credit losses $ 10,000 $ 6,026 $ ( 2,026 ) $ 14,000 Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. 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. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Useful Lives Furniture and fixtures 3 to 5 years Computers and software 3 to 5 years 80 Table of Content Useful Lives Machinery and equipment 3 to 5 years Tooling 3 to 5 years Leasehold improvements Shorter of the estimated lease term or useful life Owned and operated systems 5 to 7 years Leasehold improvements are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. 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. 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. Internal-Use Software Development Costs The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Capitalized internal-use software development costs are included in property and equipment and are amortized on a straight-line basis over their estimated useful lives once it is ready for its intended use. Amortization of capitalized internal-use software development costs is included within cost of revenue for Networked Charging Systems and subscriptions, research and development expense, sales and marketing expense, and general and administrative expense based on the use of the software. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. As of January 31, 2026 and 2025, capitalized costs have not been material. Leases Lessee The Company determines if a contract is a lease or contains a lease at the inception of the contract and reassesses that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are presented separately on the Company’s consolidated balance sheets. Operating lease liabilities are separated into a current portion, included within accrued and other current liabilities on the Company’s consolidated balance sheets, and a noncurrent portion included within operating lease liabilities on the Company’s consolidated balance sheets. The Company does not have material finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the asset until the lease commencement date. The Company’s lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. The Company’s ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to renew or extend the lease (including by not terminating the lease) that the Company is reasonably certain to exercise. The Company establishes the term of each lease at lease commencement and reassesses that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease contracts often include lease and non-lease components. The Company has elected the practical expedient offered by the standard to not separate the lease from non-lease components and accounts for them as a single lease component. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. 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 81 Table of Content 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. The Company committed to a decision to exit and sublease or cease use of certain facilities to align with the Company’s anticipated operating needs and incurred impairment charges related to real estate operating right-of-use assets of $ 2.7 million during the year ended January 31, 2024. Refer to Note 14, Restructuring , in the notes to the consolidated financial statements for further information. Lessor The Company leases Networked Charging Systems to customers within certain CPaaS contracts. The leasing arrangements the Company enters into with lessees are operating leases, and as a result, the underlying asset is carried at its carrying value as owned and operated systems within property and equipment, net on the consolidated balance sheets. Impairment of Long-Lived Assets The Company evaluates long-lived assets or asset groups for impairment whenever events indicate that the carrying amount of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amounts of an asset or an asset group to the estimated future undiscounted cash flows which the asset or asset group is expected to generate. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell. With the exception of impairment charges related to real estate operating right-of-use assets discussed above, there was no other material impairments of long-lived assets for the years ended January 31, 2026, 2025, and 2024. Business Combinations The total purchase consideration for an acquisition is measured as the fair value of the assets transferred, equity instruments issued, and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred and included in general and administrative expense in the Company’s consolidated statements of operations. Identifiable assets (including intangible assets), liabilities assumed (including contingent liabilities), and noncontrolling interests in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill if the fair value of the total purchase consideration and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, cost of capital, future cash flows, and discount rates. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As of January 31, 2026 and 2025, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test performed in the fourth quarter, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. 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. Intangible Assets Intangible assets consist primarily of customer relationships and developed technology. 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 . 82 Table of Content Fair Value of Financial Instruments Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified into the following categories based on the inputs used to measure fair value: • (Level 1) — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; • (Level 2) — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and • (Level 3) — Inputs that are unobservable for the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The Company had no material non-financial assets valued on a non-recurring basis that resulted in an impairment in any period presented. The carrying values of the Company’s cash equivalents, accounts receivable, net, accounts payable, and accrued and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. Certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring basis and are adjusted to fair value only if an impairment charge is recognized. The categorization of the framework used to measure fair value of the assets is considered to be within the Level 3 valuation hierarchy due to the subjective nature of the unobservable inputs used. As of January 31, 2026 and 2025, there were no assets or liabilities that were measured at fair value on a recurring basis. 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. In instances where the net present value of future cash flows and the fair value of an embedded conversion option, if any, changed less than 10%, the Company obtains the fair value of the embedded conversion option to determine if the change in fair value is an increase of more than 10% of the carrying value of the debt immediately prior to the amendment. Revenue Recognition ChargePoint accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customer s (“ASC 606”). The Company recognizes revenue using the following five-step model as prescribed by ASC 606: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • 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, 83 Table of Content 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. In its assessment of whether products or services are a distinct performance obligation, the Company determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires the Company to assess the nature of each of its Networked Charging Systems, subscriptions, and other offerings and how each is provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract. The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, collected on behalf of customers who offer public charging for a fee. When agreements involve multiple distinct performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company applies significant judgment in identifying and accounting for each performance obligation, as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, the Company estimates the SSP using the residual approach. The Company usually bills its customers at the onset of the arrangement for both the products and a predetermined period of time for services. Contracts for services typically range from annual to multi-year agreements with typical payment terms of 30 to 90 days. Networked Charging Systems revenue Networked Charging Systems revenue includes revenue related to the deliveries of EV charging system infrastructure and fees received for transferring regulatory credits earned for participating in low carbon fuel programs in jurisdictions with such programs. The Company recognizes revenue from sales of Networked Charging Systems upon shipment to distributors, resellers or direct sales customers as these customers obtain title and control over these products. Revenue is adjusted for estimated returns. Revenue from regulatory credits is recognized at the point in time the regulatory credits are transferred. Subscriptions revenue Subscriptions revenue consists of services related to the ChargePoint Platform, as well as extended maintenance service plans under Assure. Subscriptions revenue is recognized over time on a straight-line basis as the Company has a stand-ready obligation to deliver such services to the customer. Subscriptions revenue also consists of CPaaS revenue, which combines the customer’s use of the Company’s owned and operated Networked Charging Systems with the ChargePoint Platform and Assure programs into a single subscription. CPaaS subscriptions are considered for accounting purposes to contain a lease for the customer’s use of the Company’s owned and operated systems unless the location allows the Company to receive incremental economic benefit from regulatory credits earned on that owned and operated system. The leasing arrangements the Company enters into with lessees are operating leases. The Company recognizes operating lease revenue on a straight-line basis over the lease term and expenses deferred initial direct costs on the same basis. Lessor revenue relates to operating leases and historically has not been material. Other revenue Other revenue consists of charging related fees received from drivers using charging sites owned and operated by the Company, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint customers, and other professional services. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as the Company has a stand-ready obligation to deliver such services. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. Revenue from professional services is recognized as the services are rendered. 84 Table of Content Remaining Performance Obligations Remaining performance obligations represent the amount of contracted future revenue not yet recognized as the amounts relate to undelivered performance obligations, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. The Company’s Assure, ChargePoint Platform, and CPaaS subscription terms typically range from one to five years and are paid upfront. Revenue expected to be recognized from remaining performance obligations was $ 260.3 million as of January 31, 2026, of which 48 % is expected to be recognized over the next twelve months and the remainder thereafter. Deferred Revenue Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized in revenue upon transfer of control. Balances consist primarily of software subscription services and extended Assure maintenance services not yet provided as of the balance sheet date. Contract assets, which represent services provided or products transferred to customers in advance of the date the Company has a right to invoice, are netted against deferred revenue on a customer-by-customer basis. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue with the remainder recorded as deferred revenue, noncurrent on the consolidated balance sheets. The following table shows the total deferred revenue for each period presented. January 31, 2026 January 31, 2025 (in thousands) Total deferred revenue $ 250,581 $ 239,215 The following table shows the revenue recognized that was included in the deferred revenue balance at the beginning of the period. Year Ended January 31, 2026 2025 2024 (in thousands) Total deferred revenue recognized $ 105,017 $ 99,968 $ 88,777 Cost of Revenue Cost of Networked Charging Systems revenue includes the material costs for parts and manufacturing costs for the hardware products, compensation, including salaries and related personnel expenses, including stock-based compensation, warranty provisions, depreciation of manufacturing related equipment and facilities, and allocated overhead costs. Costs for shipping and handling are recorded in cost of revenue as incurred. Cost of subscriptions revenue includes hosting, network and wireless connectivity costs for subscription services, field maintenance costs for Assure to support the Company’s network of systems, depreciation of owned and operated systems used in CPaaS arrangements, allocated overhead costs, and support costs to manage the systems and helpdesk services for site hosts. Cost of other revenue includes depreciation and other costs for ChargePoint’s owned and operated charging sites, charging related processing charges, salaries and related personnel expenses, including stock-based compensation, as well as costs of environmental and professional services. Costs to Obtain a Customer Contract Incremental and recoverable costs for the sale of cloud enabled software and extended maintenance service plans are capitalized as deferred contract acquisition costs within prepaid expenses and other current assets and other assets on the consolidated balance sheets and amortized on a straight-line basis over the anticipated benefit period of five years . The benefit period was estimated by taking into consideration the length of customer contracts, renewals, technology lifecycle, and other factors. This amortization is recorded within sales and marketing expense in the Company’s consolidated statements of operations. The sales commissions paid related to the sale of Networked Charging Systems are expensed as incurred. The Company elected the practical expedient that permits the Company to apply ASC Subtopic 340-40, “Other Assets and Deferred Costs--Contracts with Customers,” (“ASC 340”) to a portfolio containing multiple contracts, as they are similar in their characteristics, and the financial statement effects of applying ASC Subtopic 340-40 to that portfolio would not differ materially from applying it to the individual contracts within that portfolio. 85 Table of Content Changes in the deferred contract acquisition costs during the years ended January 31, 2026 and 2025 were as follows: (in thousands) Balance as of January 31, 2024 $ 8,994 Capitalization of deferred contract acquisition costs 3,510 Amortization of deferred contract acquisition costs ( 3,207 ) Balance as of January 31, 2025 $ 9,297 Capitalization of deferred contract acquisition costs 1,631 Amortization of deferred contract acquisition costs ( 3,308 ) Balance as of January 31, 2026 $ 7,620 Deferred acquisition costs capitalized on the consolidated balance sheets were as follows: January 31 2026 2025 (in thousands) Deferred contract acquisition costs, current $ 2,885 $ 3,184 Deferred contract acquisition costs, noncurrent 4,735 6,113 Total deferred contract acquisition costs $ 7,620 $ 9,297 Research and Development Research and development expenses consist primarily of salary and related personnel expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, and allocated overhead. Research and development costs are expensed as incurred. Stock-based Compensation The Company measures stock-based compensation expense for all stock-based awards granted to employees and directors based on the estimated fair value of the awards on the date of grant and recognizes stock-based compensation expense over the requisite service period. The Company estimates the fair value of stock options and rights granted under the employee stock purchase plan (“ESPP”) using the Black-Scholes option pricing model, and the Monte Carlo simulation model to estimate the fair value of performance restricted stock units (“PRSUs”). The fair value of restricted stock units (“RSUs”) equals the fair market value of the Company’s Common Stock on grant date. The Company amortizes the fair value of each stock award, except for market-based PRSU, on a straight-line basis over the requisite service period of the awards. For market-based PRSU, the Company amortizes using a graded-vesting attribution approach. Stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Advertising The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses for the years ended January 31, 2026, 2025, and 2024 were not material. Warranty The Company provides standard warranty coverage on its products, providing parts necessary to repair the systems during the warranty period. The Company accounts for the estimated warranty cost as a charge to Networked Charging Systems cost of revenue when revenue is recognized. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses. Warranty expense for the years ended January 31, 2026, 2025, and 2024 was $ 5.5 million, $ 6.0 million, and $ 16.7 million, respectively. In addition, the Company offers paid-for subscriptions to extended maintenance service plans under Assure. Assure provides both the labor and parts to maintain the products over the subscription terms of typically one to five years . The costs related to the Assure program are expensed as incurred and charged to subscriptions cost of revenue. 86 Table of Content Foreign Currency The reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is generally the local currency. The translation of foreign currencies into U.S. dollars is performed for monetary assets and liabilities at the end of each reporting period based on the then current exchange rates. Non-monetary items are translated using historical exchange rates. For revenue and expense accounts, an average foreign currency rate during the period is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as part of a separate component of stockholders’ equity (deficit) and reported in the consolidated statements of comprehensive loss. 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. Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of early exercised shares subject to repurchase do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended January 31, 2026, 2025, and 2024 were not allocated to these participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including stock options. Accounting Pronouncements Recently Adopted Accounting Standards 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 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 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. 2024-03, “ Disaggregation of Income Statement Expenses ,” (“ASU 2024-03”), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements and related disclosures. 87 Table of Content 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. This ASU is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. 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. 3. Goodwill and Intangible Assets Goodwill The following table summarizes the changes in carrying amounts of goodwill: (in thousands) Balance as of January 31, 2024 $ 213,750 Foreign exchange fluctuations ( 6,210 ) Balance as of January 31, 2025 $ 207,540 Foreign exchange fluctuations 20,398 Balance as of January 31, 2026 $ 227,938 There was no impairment recognized for the years ended January 31, 2026, 2025, and 2024. Intangible Assets The following table presents the details of intangible assets: January 31, 2026 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 97,681 $ ( 42,442 ) $ 55,239 10 Developed technology 19,476 ( 14,181 ) 5,295 6 $ 117,157 $ ( 56,623 ) $ 60,534 _______________ (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. January 31, 2025 Cost (1) Accumulated Amortization (1) Net (1) Useful Life (amounts in thousands, useful lives in years) Customer relationships $ 87,724 $ ( 29,371 ) $ 58,353 10 Developed technology 17,868 ( 10,046 ) 7,822 6 $ 105,592 $ ( 39,417 ) $ 66,175 _______________ 88 Table of Content (1) Values are translated into U.S. Dollars at period-end foreign exchange rates. 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. Acquisition-related intangible assets included in the above table are finite-lived and are carried at cost less accumulated amortization. Intangible assets are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. The following table presents the amortization expense related to intangible assets: Year ended January 31, 2026 2025 2024 (in thousands) Amortization Expense $ 12,660 $ 12,085 $ 12,140 The following table presents the estimated aggregate amortization expense related to intangible assets: Years Ending January 31, (in thousands) 2027 $ 13,092 2028 11,889 2029 9,829 2030 9,829 2031 9,829 Thereafter 6,066 Total amortization expense $ 60,534 The expected amortization expense is an estimate. Actual amounts of amortization may differ from estimated amounts due to additional intangible assets acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected useful lives of intangible assets, and other events. 4. Balance Sheet Components Inventories Inventories consisted of the following: January 31, 2026 2025 (in thousands) Raw materials $ 6,595 $ 5,902 Finished goods 208,308 203,360 Total Inventories $ 214,903 $ 209,262 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. The inventory impairment charge is included in the cost of revenue - Networked Charging Systems in the consolidated statements of operations. Prepaid expense and other current assets Prepaid expense and other current assets consisted of the following: 89 Table of Content January 31, 2026 2025 (in thousands) Prepaid expense $ 5,988 $ 15,961 Other current assets 13,040 20,474 Total Prepaid Expense and Other Current Assets $ 19,028 $ 36,435 Property and Equipment, net Property and equipment, net consisted of the following: January 31, 2026 2025 (in thousands) Furniture and fixtures $ 1,409 $ 1,683 Computers and software 9,710 9,937 Machinery and equipment 35,320 39,786 Tooling 17,277 16,524 Leasehold improvements 8,823 9,289 Owned and operated systems 24,437 31,880 Construction in progress 309 751 97,285 109,850 Less: Accumulated depreciation ( 72,620 ) ( 74,489 ) Total Property and Equipment, Net $ 24,665 $ 35,361 The following table presents the depreciation expense related to fixed assets: Year ended January 31, 2026 2025 2024 (in thousands) Depreciation Expense $ 14,387 $ 17,107 $ 16,345 Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: January 31, 2026 2025 (in thousands) Accrued expenses $ 46,184 $ 37,187 Reserve for losses on non-cancellable purchase commitments 7,029 11,928 Refundable customer deposits (1) 24,316 17,201 Payroll and related expenses 8,379 12,064 Taxes payable 21,131 17,294 Customer funds (2) 21,043 17,440 Other current liabilities 13,641 11,565 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. 5. Leases The Company leases its office facilities under non-cancellable operating leases with various lease terms. The Company also leases certain office equipment under operating lease agreements. As of January 31, 2026, non-cancellable leases expire on various dates between fiscal years 2027 and 2030. 90 Table of Content Generally, the Company's non-cancellable leases include renewal options to extend the lease term from one to five years . The Company has not included any renewal options in its lease terms as these options are not reasonably certain of being exercised. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of January 31, 2026 and 2025, lease balances were as follows: January 31, 2026 2025 (in thousands) Operating leases Operating lease right-of-use assets $ 11,450 $ 14,680 Operating lease liabilities, current 4,901 4,636 Operating lease liabilities, noncurrent 10,677 15,267 Total operating lease liabilities $ 15,578 $ 19,903 The Company recognizes operating lease costs on a straight-line basis over the lease period. Lease expense for the years ended January 31, 2026, 2025, and 2024 was $ 5.0 million, $ 5.1 million, and $ 6.0 million, respectively. 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, 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. Future payments of operating lease liabilities under the Company’s non-cancellable operating leases as of January 31, 2026 were as follows: (in thousands) Years Ending January 31, 2027 $ 5,831 2028 4,910 2029 4,298 2030 2,517 Total undiscounted operating lease payments 17,556 Less: imputed interest ( 1,978 ) Total operating lease liabilities 15,578 Less: current portion of operating lease liabilities ( 4,901 ) Operating lease liabilities, noncurrent $ 10,677 Other supplemental information as of January 31, 2026 and 2025 was as follows: January 31, 2026 2025 Lease Term and Discount Rate Weighted-average remaining operating lease term (years) 3.3 4.2 Weighted-average operating lease discount rate 7.5 % 7.4 % Other supplemental cash flow information for the years ended January 31, 2026, 2025 and 2024 was as follows: Year ended January 31, 2026 2025 2024 (in thousands) Supplemental Cash Flow Information Cash paid for amounts in the measurement of operating lease liabilities $ 5,919 $ 5,670 $ 6,760 As of January 31, 2026, the Company has no additional operating leases that have not yet commenced and as such, have not yet been recognized on the Company’s consolidated balance sheets. 91 Table of Content 6. Debt The following table presents a summary of debt, current and debt, noncurrent: Year Ended January 31, Maturity 2026 2025 (in thousands) Debt, current 2025 Senior Loan January 2030 $ 32,371 $ — Total debt, current $ 32,371 $ — Debt, noncurrent 2025 Senior Loan $ 217,692 $ — 2028 Convertible Notes April 2028 Gross amount 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. 92 Table of Content 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: Twelve Months Ended January 31, 2026 2025 (in thousands) Contractual interest expense (1) $ 23,764 $ 23,548 PIK Fair Value Adjustment ( 7,073 ) ( 3,651 ) Amortization of debt discount and issuance costs 4,950 3,328 Total interest expense $ 21,641 $ 23,225 _______________ (1) Contractual interest is calculated using cash interest rate, noted below, except for the periods when PIK is elected, in which case PIK interest rate is used. In April 2022, the Company completed a private placement of $ 300.0 million aggregate principal amount of unsecured Convertible Senior PIK Toggle Notes (the “Original Convertible Notes”), the terms of which were amended in October 2023, as described below (the “Notes Amendment”). Prior to the Notes Amendment, the maturity date of the Original Convertible Notes was April 1, 2027. 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 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. The Company can elect to make any interest payment through Cash Interest, PIK Interest or any combination thereof. 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 2.0806 shares per $1,000 principal 93 Table of Content 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: • 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; • if the Company calls the Original Convertible Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or • upon the occurrence of specified corporate events, including certain distributions, the occurrence of a fundamental change or a transaction resulting in the Company’s Common Stock converting into other securities or property or assets. The Original Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time on or after April 21, 2025, and before the 41 st scheduled trading day immediately before the maturity date. The redemption price will be equal to the aggregate principal amount of the Original Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, a holder may elect to convert its Original Convertible Notes during any such redemption period, in which case the applicable conversion rate may be increased in certain circumstances if the Original Convertible Notes are converted after they are called for redemption. Additionally, if the Company undergoes a fundamental change or a change in control transaction (each such term as defined in the indenture governing the Original Convertible Notes), subject to certain conditions, holders may require the Company to purchase for cash all or any portion of their Original Convertible Notes. The fundamental change repurchase price will be 100 % of the capitalized principal amount of the Original Convertible Notes, while the change in control repurchase price will be 125 % of the capitalized principal amount of the Original Convertible Notes to be purchased, in each case plus any accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the Original Convertible Notes includes a restrictive covenant that, subject to specified exceptions, limits the ability of the Company and its subsidiaries to incur secured debt in excess of $ 750.0 million. In addition, the indenture governing the Original Convertible Notes contains customary terms and covenants, including certain events of default in which case either the trustee or the holders of at least 25 % of the aggregate principal amount of the outstanding Original Convertible Notes may declare 100 % of the principal of, and accrued and unpaid interest, if any, on, all the Original Convertible Notes to be due and payable immediately. On October 24, 2023, the Original Convertible Notes were amended to (1) extend the maturity date from April 1, 2027 to April 1, 2028, (2) increase the Cash Interest rate to 7.0 % from 3.5 % and PIK Interest rate to 8.5 % from 5.0 %, (3) increase the initial conversion rate to 4.1667 shares per $1,000 principal amount of the convertible notes from 2.0806 shares per $1,000 principal amount of the convertible notes, which represented a revised initial conversion price of approximately $ 240.00 per share, and (4) revise the make-whole table to reflect the revised terms of the convertible notes (herein, “2028 Convertible Notes”). Other than those previously stated, the terms of the 2028 Convertible Notes are not substantially different from the terms of Original Convertible Notes. 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. 94 Table of Content 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, 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 “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: Twelve Months Ended January 31, 2026 2025 (in thousands) Amortization of debt issuance costs $ 1,742 $ 851 Commitment fees 477 610 Total financing charge $ 2,219 $ 1,461 7. Commitments and Contingencies Purchase Commitments Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities, and professional services under non-cancellable contracts. 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. Legal Proceedings The Company may be involved from time to time in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Class Action Litigation 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 (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 NorCal Court consolidated the Class Actions into one action captioned Khan v. ChargePoint Holdings, Inc., et al., Case No. 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 95 Table of Content 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 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 On January 4, 2024, a ChargePoint stockholder purporting to act on behalf of the Company filed an action in the U.S. District Court for the District of Delaware against ChargePoint’s Board of Directors and certain of its former officers (“Derivative Defendants”), alleging that the Derivative Defendants breached their fiduciary duties to ChargePoint in connection with the same alleged events and alleged materially false and misleading statements asserted in the Class Actions described above. This action has been stayed. 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 NorCal Court consolidated the four California actions into one action captioned In re ChargePoint Holdings, Inc. Derivative Litigation, Case No. 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. At this time, the Company is unable to predict the outcome or estimate the amount of loss or range of losses that could potentially result from these lawsuits. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying consolidated balance sheets. Guarantees and Indemnifications The Company has service level commitments to certain of its customers warranting certain levels of up-time reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. 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, 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. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Letters of Credit The Company had $ 0.4 million of secured letters of credit outstanding as of January 31, 2026 and 2025. 96 Table of Content 8. Common Stock 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. There were 24,316,597 and 22,805,115 1 shares issued and outstanding as of January 31, 2026 and 2025, respectively. The holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of Common Stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone. Subject to preferences that may be applicable to any shares of redeemable convertible preferred stock currently outstanding or issued in the future, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Company’s board of directors out of funds legally available therefor. In the event of the Company’s liquidation, dissolution, or winding up, holders of the Company’s Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding redeemable convertible preferred stock. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into any other securities. There are no redemption or sinking fund provisions applicable to the Common Stock. At-the-Market Offering 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 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. (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. 9. Stock Warrants 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. 97 Table of Content 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: November 14, 2025 Market price of public stock $ 8.64 Exercise price $ 25.00 Expected term 5.0 years Volatility 76.1 % Risk-free interest rate 3.7 % Dividend rate 0.0 % 10. Equity Plans and Stock-Based Compensation The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations: Year Ended January 31, 2026 2025 2024 (in thousands) Cost of revenue $ 4,702 $ 5,102 $ 6,154 Research and development 31,161 37,050 50,935 Sales and marketing 11,058 15,875 22,934 General and administrative 17,773 17,624 37,314 Total stock-based compensation expense $ 64,694 $ 75,651 $ 117,337 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. 2021 Employee Stock Purchase Plan On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15 % of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85 % of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date of each purchase period. A participant may purchase a maximum of 500 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be refunded any accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The initial offering period was from October 1, 2021 through September 9, 2023. Thereafter, offering periods begin on March 10 and September 10. Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Common Stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent ( 1 %) of the total number of shares of Common Stock issued and outstanding on the last day of the preceding month, (ii) 270,000 shares of Common Stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2026, 751,149 shares of Common Stock were available under the 2021 ESPP. During the year ended January 31, 2026, the Company’s employees purchased 194,034 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $ 10.77 per share, with proceeds of $ 2.1 million. During the year ended January 31, 2025, the Company’s employees purchased 151,664 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $ 28.41 per share, with proceeds of $ 4.3 million. During the year ended January 31, 2024, the Company’s employees purchased 63,265 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $ 130.81 per share, with proceeds of $ 8.3 million. 98 Table of Content 2021 Equity Incentive Plan On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”). Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number equal to the lesser of (a) 5 % of the total number of shares of Common Stock actually issued and outstanding on the last day of the preceding month and (b) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2026, 1,000,234 shares of Common Stock were available under the 2021 EIP. There were no options granted for the year ended January 31, 2026. Restricted Stock Units 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, 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 Outstanding as of January 31, 2025 1,827,940 $ 57.32 RSU granted 1,971,733 $ 12.42 RSU vested ( 1,145,673 ) $ 49.95 RSU forfeited ( 458,703 ) $ 29.92 Outstanding as of January 31, 2026 2,195,297 $ 26.56 The total grant date fair value of RSUs vested during the year ended January 31, 2026, 2025 and 2024 were $ 57.2 million, $ 74.6 million, and $ 84.5 million, respectively. Performance Restricted Stock Units 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 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 Outstanding as of January 31, 2025 186,646 $ 47.75 PRSU granted 348,187 $ 12.52 PRSU forfeited ( 89,900 ) $ 32.70 Outstanding as of January 31, 2026 444,933 $ 23.22 99 Table of Content 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 In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). No further awards will be granted under the 2017 and 2007 Plans. As of January 31, 2026, 98,783 shares and 19,973 shares of Common Stock remain reserved for outstanding awards issued under the 2017 and 2007 Plans, respectively. Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP Plan. Stock Options Activity 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 : Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual term (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2025 135,179 $ 15.34 3.9 $ 528 Exercised ( 4,004 ) $ 11.95 Cancelled ( 12,419 ) $ 14.90 Outstanding as of January 31, 2026 118,756 $ 15.51 3.1 $ — Options vested and expected to vest as of January 31, 2026 118,756 $ 15.51 3.1 $ — Exercisable as of January 31, 2026 118,756 $ 15.51 3.1 $ — 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 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 The Company records stock-based compensation based on the grant date fair value of the equity instruments issued to employees and uses different appropriate methods to establish the fair value depending on the features of the awards. The grant date fair value of RSUs equals the fair market value of the Company’s Common Stock on the grant date. 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. 100 Table of Content 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: Year Ended January 31, 2026 2025 2024 Expected volatility 78.8 % - 97.8 % 83.2 % - 100.3 % 62.3 % - 70.8 % Risk-free interest rate 3.5 % - 5.2 % 3.5 % - 5.2 % 4.5 % - 5.4 % Dividend rate 0.0 % 0.0 % 0.0 % Expected term (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 • Expected volatility: The expected volatility was determined by using a blended volatility approach of historical volatility and implied volatility. • Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. • Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock. • Expected term: 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 Expected volatility 81.7 % - 84.8 % 68.4 % - 82.4 % Risk-free interest rate 3.6 % - 4.3 % 4.0 % - 4.3 % Dividend rate 0.0 % 0.0 % Expected term (in years) 1.1 - 3.1 0.9 - 3.1 • Expected volatility: The expected volatility was determined using a blended volatility approach of historical volatility and implied volatility. • Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury Constant Maturities yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the options. • Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its Common Stock. • Expected term: The expected term input for the award with a market condition is based upon the derived service period (“DSP”). The DSP represents the duration of the median of the distribution of stock-price paths on which the market condition is satisfied. 11. Income Taxes The components of net loss before income taxes were as follows: Year Ended January 31, 2026 2025 2024 (in thousands) Domestic $ ( 220,155 ) $ ( 277,823 ) $ ( 457,788 ) Foreign 4,006 5,129 158 Net loss before income taxes $ ( 216,149 ) $ ( 272,694 ) $ ( 457,630 ) 101 Table of Content The components of the provision for (benefit from) income taxes were as follows: Year Ended January 31, 2026 2025 2024 (in thousands) Current Federal $ — $ 61 $ 218 State 123 13 17 Foreign 4,366 3,998 1,942 Total current $ 4,489 $ 4,072 $ 2,177 Deferred Foreign ( 441 ) 300 ( 2,198 ) Total deferred ( 441 ) 300 ( 2,198 ) Total provision for (benefit from) income taxes $ 4,048 $ 4,372 $ ( 21 ) 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, 2026 U.S. 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, 2025 2024 Tax at federal statutory rate 21.0 % 21.0 % Stock-based compensation ( 7.6 %) ( 2.6 %) Change in valuation allowance ( 13.4 %) ( 19.5 %) Research and development tax credits 0.4 % 0.6 % Other ( 2.0 ) % 0.6 % Effective tax rate ( 1.6 ) % 0.1 % 102 Table of Content The significant components of the Company’s deferred tax assets and liabilities as of January 31, 2026 and 2025 were as follows: Year Ended January 31, 2026 2025 (in thousands) Deferred tax assets: Net operating losses $ 304,482 $ 278,637 Research & development credits 45,207 44,047 Deferred revenue 28,649 33,188 Accruals and reserves 18,307 20,377 Stock-based compensation 2,732 3,860 Operating lease liabilities 3,953 5,024 Capitalized research & development expense 71,713 78,632 Interest expense limitation 12,340 8,550 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 Less: valuation allowance ( 523,065 ) ( 486,356 ) Deferred tax liabilities: Depreciation and amortization — ( 345 ) Operating lease right-of-use assets ( 2,905 ) ( 3,706 ) Acquired intangible assets ( 14,229 ) ( 15,598 ) Deferred commission ( 1,933 ) ( 2,347 ) Other ( 189 ) — Total deferred tax liabilities ( 19,256 ) ( 21,996 ) Net deferred tax assets (liabilities) $ ( 13,038 ) $ ( 11,837 ) 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. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the Company’s historical operating losses in the United States (“US”), the Company believes that it is more likely than not that the US deferred taxes will not be realized; accordingly, the Company has recorded a full valuation allowance on its net US deferred tax assets as of January 31, 2026 and 2025. The valuation allowance increased by $ 36.7 million, $ 46.9 million, and $ 110.7 million during the years ended January 31, 2026, 2025, and 2024, respectively, primarily driven by losses, capitalized research and development expenses, and tax credits generated in the United States. As of January 31, 2026, the Company had federal and California state net operating loss (“NOL”) carryforwards of $ 1,163.6 million and $ 456.2 million, respectively, of which $ 974.9 million of the federal NOL carryforwards can be carried forward indefinitely. 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 $ 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. The federal credit carryforwards will begin to expire in 2038. The California research credit carryforwards can be carried forward indefinitely. Under Internal Revenue Code Section 382 (“Section 382”), the Company’s ability to utilize NOL carryforwards or other tax attributes such as research tax credits, in any taxable year may be limited if the Company experiences, or has experienced, an “ownership change.” A Section 382 ownership change generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. The Company completed its Section 382 analysis and determined 103 Table of Content it had experienced ownership changes in some periods through January 31, 2026. 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 and have been excluded from the deferred tax asset table. Subsequent ownership changes may affect the limitation in future years. The following table summarizes the activity related to unrecognized tax benefits as follows: Year Ended January 31, 2026 2025 2024 (in thousands) Unrecognized tax benefits - beginning $ 35,533 $ 32,093 $ 25,762 Gross changes - prior period tax position — ( 103 ) — Gross changes - current period tax position 3,537 3,543 6,331 Unrecognized tax benefits — ending $ 39,070 $ 35,533 $ 32,093 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 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, 2026 (in thousands) U.S. State $ — Foreign India 928 UK 644 Germany 408 Canada 399 Netherlands 276 Austria 176 All other foreign 53 Income taxes paid $ 2,884 12. Segment Reporting and Geographic Information The Company operates as one operating segment. Accordingly, our CODM uses consolidated net income or loss to measure segment profit or loss, allocate resources and assess performance. In addition, the CODM reviews the significant expenses, categorized 104 Table of Content 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. Revenue by geographic area based on the shipping address of the customers was as follows: Year Ended January 31, 2026 2025 2024 (in thousands) United States $ 306,953 $ 299,999 $ 380,067 Rest of World 104,271 117,084 126,572 Total revenue $ 411,224 $ 417,083 $ 506,639 Long-lived assets by geographic area were as follows: January 31, 2026 2025 (in thousands) United States $ 40,793 $ 55,198 Netherlands 50,406 54,000 Rest of World 5,450 7,018 Total long-lived assets $ 96,649 $ 116,216 13. 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, 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, 2026 2025 2024 (in thousands, except share and per share data) Numerator: Net income (loss) $ ( 220,197 ) $ ( 277,066 ) $ ( 457,609 ) Net loss attributable to common stockholders - Basic $ ( 220,197 ) $ ( 277,066 ) $ ( 457,609 ) Net loss attributable to common stockholders - Diluted $ ( 220,197 ) $ ( 277,066 ) $ ( 457,609 ) Denominator: Weighted average common shares outstanding 23,408,373 21,674,490 18,777,196 Less: Weighted-average unvested restricted shares and shares subject to repurchase — — ( 702 ) Weighted average shares outstanding - Basic 23,408,373 21,674,490 18,776,494 Weighted average shares outstanding - Diluted 23,408,373 21,674,490 18,776,494 Net loss per share - Basic $ ( 9.41 ) $ ( 12.78 ) $ ( 24.37 ) Net loss per share - Diluted $ ( 9.41 ) $ ( 12.78 ) $ ( 24.37 ) 105 Table of Content 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, 2026 2025 2024 2028 Convertible Notes (on an as-converted basis) 47,208 1,303,124 1,250,000 Options to purchase common stock 118,756 135,296 569,838 Restricted stock units 2,195,297 1,830,854 1,420,806 Unvested early exercised common stock options — — 33 2025 Warrants 1,671,000 — — Legacy Warrants 1,724,961 1,724,961 1,724,961 Employee stock purchase plan 840,035 422,113 467,433 Total potentially dilutive common share equivalents 6,597,257 5,416,348 5,433,071 PRSUs granted during the fiscal years ended January 31, 2026, 2025 and 2024 were excluded from the above table because the respective stock price targets had not been met as of the year end. 14. Restructuring September 2024 Reorganization In September 2024, the Company implemented a reorganization plan to reduce its operating expenses and continue to increase efficiencies (the “September 2024 Reorganization”). The September 2024 Reorganization entailed a reduction in force of approximately 249 employees, or 15 % of the Company’s global workforce at the time. As a result, in the third quarter of fiscal year 2025, the Company incurred $ 9.8 million of employee severance, termination and employment-related exit costs. The following table summarizes the September 2024 Reorganization charges by line item within the Company’s consolidated statements of operations for year ended January 31, 2025: Severance and employment-related termination costs (in thousands) Cost of revenue $ 961 Research and development 2,867 Sales and marketing 5,066 General and administrative 933 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. January 2024 Reorganization In January 2024, the Company implemented a reorganization plan to reduce its operating expenses and further increase efficiencies (the “January 2024 Reorganization”). The January 2024 Reorganization entailed a reduction in force of approximately 223 employees, or 12 % of the Company’s global workforce and other actions to reduce expenses. The Company incurred $ 9.9 million of employee severance, termination and employment-related exit costs and $ 2.7 million of facility exit costs, including impairment charges and accelerated depreciation of right-of-use assets. 106 Table of Content During the twelve months ended January 31, 2026, no further restructuring charges related to the January 2024 Reorganization were incurred. The following table summarizes the January 2024 Reorganization charges by line item within the Company’s consolidated statements of operations for the year ended January 31, 2024: Severances and employment-related termination costs Facility and other contract terminations Total (in thousands) Cost of revenue $ 632 $ — $ 632 Research and development 7,540 — 7,540 Sales and marketing 500 — 500 General and administrative 1,274 2,708 3,982 Total $ 9,946 $ 2,708 $ 12,654 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. 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 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. The following table summarizes the September 2023 Reorganization charges by line item within the Company’s statement of operations for the year ended January 31, 2024: Severances and employment-related termination costs Facility and other contract terminations Total (in thousands) Cost of revenue $ 996 $ — $ 996 Research and development 4,183 — 4,183 Sales and marketing 1,343 — 1,343 General and administrative 890 8,189 9,079 Total $ 7,412 $ 8,189 $ 15,601 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, 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. 15. Subsequent Events 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. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. 107 Table of Content