ChargePoint Holdings, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, (“Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to management, including ChargePoint’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. ChargePoint’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated, as of January 31, 2026, the effectiveness of ChargePoint’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that ChargePoint’s disclosure controls and procedures were effective at the reasonable assurance level as of January 31, 2026. Management’s Report on Internal Control over Financial Reporting ChargePoint’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. ChargePoint’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 U.S. GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect ChargePoint’s transactions and the dispositions of ChargePoint’s assets; (2) provide reasonable assurance that ChargePoint’s transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that ChargePoint’s receipts and expenditures are being made only in accordance with appropriate authorizations of management and the directors of ChargePoint; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of ChargePoint’s assets that could have a material effect on its financial statements. ChargePoint’s management, under the supervision of and with the participation of its Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2026 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on the assessment by ChargePoint’s management, ChargePoint’s management concluded that ChargePoint’s internal control over financial reporting was effective as of January 31, 2026. ChargePoint’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2026, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There have been no changes in internal control over financial reporting during the quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, ChargePoint’s internal control over financial reporting. Item 9B. Other Information. During the three months ended January 31, 2026, none of our directors or executive officers modified or terminated a Rule 10b5-1 trading arrangement or adopted , modified or terminated a non-Rule 10b5-1 trading arrangement as defined in Item 408 of Regulation S-K. March 2026 Reorganization On March 31, 2026, the Company implemented a reorganization of its operations including a reduction of the Company's current global workforce by approximately 10% (the “March 2026 Reorganization”). The Company estimates the aggregate restructuring costs associated with the March 2026 Reorganization to be approximately $8.0 million, primarily consisting of severance benefits, employee benefits and related costs. The Company expects to complete the March 2026 Reorganization during its second quarter for fiscal year 2027 and to incur these costs primarily during its first and second quarters for fiscal year 2027. The estimates of the charges and expenditures that the Company expects to incur in connection with the March 2026 Reorganization, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from 108 Table of Content 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 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 109 Table of Content PART III Item 10. Directors, Executive Officers and Corporate Governance. Information relating to directors, executive officers and corporate governance will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2026 Annual Meeting of Stockholders to be held on or about July 21, 2026, which information is incorporated herein by reference. ChargePoint has an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all personnel of ChargePoint and its subsidiaries, including directors, officers, employees and other covered persons. ChargePoint believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of the insider trading policy is filed as Exhibit 19.1 to this Annual Report. Item 11. Executive Compensation. Information relating to executive compensation will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2026 Annual Meeting of Stockholders to be held on or about July 21, 2026, which information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information relating to securities authorized for issuance under equity compensation plans and other information required to be provided in response to this item will be presented in the definitive proxy statement filed in pursuant to Regulation 14A for the 2026 Annual Meeting of Stockholders to be held on or about July 21, 2026, which information is incorporated herein by reference. In addition, descriptions of ChargePoint’s equity compensation plans are set forth in Note 10, Equity Plans and Stock-Based Compensation , in Part II, Item 8 in the notes to the consolidated financial statements included in this Annual Report. Item 13. Certain Relationships and Related Transactions, and Director Independence. Information required to be provided in response to this item will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2026 Annual Meeting of Stockholders to be held on or about July 21, 2026, which information is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. Information required to be provided in response to this item will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2026 Annual Meeting of Stockholders to be held on or about July 21, 2026, which information is incorporated herein by reference. 110 Table of Content PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Exhibits. Exhibit No. Description 2.1 Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020, by and among Switchback Energy Acquisition Corporation, Lightning Merger Sub Inc. and ChargePoint, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-39004) filed with the SEC on September 24, 2020). 3.1 Second Amended and Restated Certificate of Incorporation of ChargePoint (incorporated by reference to Exhibit 3.1 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No. 0 01 - 39004), filed with the SEC on March 1, 2021). 3.2 Amended and Restated Bylaws of ChargePoint Holdings, Inc., effective as of September 5, 2024 (incorporated by reference to Exhibit 3.1 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-39004), filed with the SEC on September 9, 2024). 3.3 Certificate of Change of Registered Agent and/or Registered Office (incorporated by reference to Exhibit 3.3 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No. 001-39004), filed with the SEC on April 4, 2022). 3.4 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of ChargePoint Holdings, Inc. dated July 25, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K (File No. 001-39004) filed with the SEC on July 28, 2025) . 4.1 Form of Warrant to Purchase Shares of Common Stock of ChargePoint, Inc. (incorporated by reference to Exhibit 4.2 to Switchback Energy Acquisition Corporation’s Registration Statement on Form S-4/A (File No. 333-249549), filed with the SEC on December 4, 2020) . 4.2 Form of 2025 Warrant (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K (File No. 001-39004) filed with the SEC on November 18, 2025). 4.3+ Description of Registrant’s Securities . 4.4 Indenture (including form of Note), dated April 12, 2022, by and among ChargePoint Holdings, Inc., ChargePoint, Inc. and Wilmington Trust National Association (incorporated by reference to Exhibit 4.1 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No. 001-39004), filed with the SEC on April 12, 2022). 4.5 Form of Indenture with respect to Debt Securities (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-3 (File No. 333-265986), filed with the SEC on July 1, 2022). 4.6 First Supplemental Indenture, dated as of October 24, 2023, by and among the Company, ChargePoint, Inc., as guarantor and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.1 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No. 001-39004), filed with the SEC on October 24, 2023). 10.1^ Exchange Agreement, dated November 14, 2025, by and between ChargePoint Holdings, Inc. and the Exchanging Creditors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K (File No. 001-39004) filed with the SEC on November 18, 2025) . 10.2^ Credit and Security Agreement, dated November 14, 2025, by and among ChargePoint, Inc., ChargePoint Holdings, Inc., certain subsidiary guarantors, the lenders party thereto and Alter Domus (US) LLC (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K (File No. 001-39004) filed with the SEC on November 18, 2025) . 10.3*^ Offer Letter, dated September 2, 2022, between ChargePoint, Inc. and Jagdeep Singh (incorporated by reference to Exhibit 10.3 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No. 001-39004), filed with the SEC on April 1, 2024) . 10.4* ChargePoint Holdings, Inc. 2021 Equity Incentive Plan and related forms of agreement (incorporated by reference to Exhibit 10.7 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No. 001-39004), filed with the SEC on April 4, 2022). 10.5* Amended and Restated ChargePoint Holdings, Inc. 2021 Employee Stock Purchase Plan dated December 8, 2022 (incorporated by reference to Exhibit 10.1 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 0001-39004), filed with the SEC on June 8, 2023). 111 Table of Content Exhibit No. Description 10.6 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.9 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No. 001-39004), filed with the SEC on April 4, 2022). 10.7* ChargePoint Holdings Incentive Bonus Plan (incorporated by reference to Exhibit 10.10 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No. 001-39004), filed with the SEC on March 1, 2021). 10.8* ChargePoint Holdings, Inc. Compensation Program for Non-Employee Directors, dated June 8, 2023 (incorporated by reference to Exhibit 10.2 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-39004), filed with the SEC on September 11, 2023). 10.9 Registration Rights Agreement, dated November 14, 2025, by and between ChargePoint Holdings, Inc. and the Exchang ing Holders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K (File No. 001-39004) filed with the SEC on November 18, 2025) . 10.10* ChargePoint, Inc. 2017 Stock Plan, as amended (incorporated by reference to Exhibit 10.18 to Switchback Energy Acquisition Corporation’s Registration Statement on Form S-4/A (File No. 333249549), filed with the SEC on December 4, 2020). 10.11* Coulomb Technologies, Inc. 2007 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.19 to Switchback Energy Acquisition Corporation’s Registration Statement on Form S-4/A (File No. 333-249549), filed with the SEC on December 4, 2020). 10.12* Form of Restricted Stock Unit Award Agreement and Notice under ChargePoint Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-39004), filed with the SEC on September 11, 2023). 10.13* Form of Performance Restricted Stock Unit Award Agreement and Notice under ChargePoint Holdings, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-39004), filed with the SEC on September 11, 2023). 10.14* ChargePoint Holdings, Inc. Executive Severance Plan, effective February 29, 2024 (incorporated by reference to Exhibit 10.18 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No. 001-39004), filed with the SEC on April 1, 2024). 10.15 Investment Agreement, dated April 4, 2022, by and among ChargePoint Holdings, Inc., ChargePoint, Inc. and Antara Capital LP (incorporated by reference to Exhibit 10.1 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No. 001-39004), filed with the SEC on April 12, 2022). 10.16* Offer Letter, dated November 14, 2023, between ChargePoint, Inc. and Rick Wilmer (incorporated by reference to Exhibit 10.1 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No. 001-39004), filed with the SEC on November 16, 2023). 10.17* Severance and Change in Control Agreement, between ChargePoint Holdings, Inc. and Rick Wilmer, dated November 15, 2023 (incorporated by reference to Exhibit 10.4 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-39004), filed with the SEC on December 8, 2023). 10.18* Offer Letter, dated November 2, 2018, between ChargePoint, Inc. and Mansi Khetani (incorporated by reference to Exhibit 10.2 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No. 001-39004), filed with the SEC on November 16, 2023). 10.19* Addendum to Offer Letter, dated November 14, 2023, between ChargePoint, Inc. and Mansi Khetani (incorporated by reference to Exhibit 10.3 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File 001-39004), filed with the SEC on November 16, 2023). 10.20* Second Addendum to Offer Letter, dated July 9, 2024, between ChargePoint, Inc. and Mansi Khetani (incorporated by reference to Exhibit 10.1 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-39004), filed with the SEC on September 9, 2024). 10.21* Offer Letter, dated A ugust 16, 202 4 , between ChargePoint, Inc. and D av id Vice (incorporated by reference to Exhibit 10. 1 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-39004), filed with the SEC on J une 6, 2025 ). 10.22* Offer Letter, dated December 30, 2020, between ChargePoint, Inc. and Rebecca Chavez (incorporated by reference to Exhibit 10.2 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No. 001-39004), filed with the SEC on September 9, 2024). 10.23+* ChargePoint Holdings, Inc. 2026 Inducement Plan. 19.1 ChargePoint Holdings, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19 .1 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No. 001-39004), filed with the SEC on March 28, 2025 ) 21.1 Material Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No. 001-39004), filed with the SEC on April 1, 2024) 23.1+ Consent of PricewaterhouseCoopers LLP. 112 Table of Content Exhibit No. Description 24.1+ Powers of Attorney (included on the signature page to this Annual Report on Form 10-K) 31.1+ Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) 31.2+ Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) 32.1*** Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 32.2*** Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 97.1 ChargePoint Holdings, Inc. Dodd-Frank Policy on Recoupment of Incentive Compensation, effective October 2, 2023 (incorporated by reference to Exhibit 97.1 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No. 001-39004), filed with the SEC on April 1, 2024) 101.INS+ Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). 101.SCH+ Inline XBRL Taxonomy Extension Schema Document 101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF+ Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB+ Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase Document 104+ The Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments). ^ The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. * Denotes management compensatory plan, contract or arrangement. + Filed herewith *** Furnished herewith Item 16. Form 10-K Summary None. 113 Table of Content SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. April 2, 2026 CHARGEPOINT HOLDINGS, INC. By: /s/ Mansi Khetani Name: Mansi Khetani Title: Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rick Wilmer and Mansi Khetani, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated on the dates indicated. Signature Title Signature Date /s/ Mansi Khetani Chief Financial Officer April 2, 2026 MANSI KHETANI (Principal Financial Officer & Principal Accounting Officer) /s/ Rick Wilmer Chief Executive Officer and Director April 2, 2026 RICK WILMER (Principal Executive Officer) /s/ Roxanne Bowman Director April 2, 2026 ROXANNE BOWMAN /s/ Elaine L. Chao Director April 2, 2026 ELAINE L. CHAO /s/ Bruce Chizen Director April 2, 2026 BRUCE CHIZEN /s/ Mitesh Dhruv Director April 2, 2026 MITESH DHRUV /s/ Axel Harries Director April 2, 2026 AXEL HARRIES /s/ Jeffrey Harris Director April 2, 2026 JEFFREY HARRIS /s/ Susan Heystee Director April 2, 2026 SUSAN HEYSTEE 114 Table of Content Signature Title Signature Date /s/ Mark Leschly Director April 2, 2026 MARK LESCHLY /s/ Michael Linse Director April 2, 2026 MICHAEL LINSE /s/ Ekta Singh-Bushell Director April 2, 2026 EKTA SINGH-BUSHELL /s/ G. Richard Wagoner, Jr. Director April 2, 2026 G. RICHARD WAGONER, JR. 115