Dilution profile // every instrument, one screen, from SEC filings

ChargePoint Holdings, Inc. (CHPT)

CIK 1777393 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$445M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-93% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~18.2 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-04-302026-08-28

Latest: 26.9M shares as of Aug 28, 2026 (10-Q). Share count fell from 461.6M to 23.4M between May 30, 2025 and Aug 29, 2025, a pattern consistent with a reverse split (roughly 1-for-20); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Funded — but tight

~18 months of cash · watch

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Legacy Common and Preferred Stock Warrants Classified As Equity1.7Mnot tagged
A2025 Warrants1.7M$25
Common Stock Warrant Expires In20301.0M$120.6
Common Stock Warrant Expires In2028 Through2029678,855$180.8

Tranches exactly as the company dimensioned them in its 10-Q filed Sep 4, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 0 underlying shares, as reported Jan 31, 2026 (10-K).

Reported exercise price: $25 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $0 as of Jan 31, 2022.

Rough fully diluted estimate: 26.9M = 26.9M O/S + 0 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Senior Notes Due 2028$300.0M$11.8M$2403.5%-8.5%~1.3M sh
Payment In Kind Note Due April Twenty Twenty Sixnot tagged$500,000not tagged

If every note above converted at its tagged price: ~1.3M new shares on 26.9M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Sep 4, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding26.9MAug 28, 2026
+ Legacy Common and Preferred Stock Warrants Classified As Equity (if exercised)1.7MJul 31, 2026
+ A2025 Warrants (if exercised)1.7MJul 31, 2026
+ Common Stock Warrant Expires In2030 (if exercised)1.0MJul 31, 2026
+ Common Stock Warrant Expires In2028 Through2029 (if exercised)678,855Jul 31, 2026
+ Convertible Senior Notes Due 2028 (if fully converted)1.3MApr 30, 2022
Fully diluted estimate33.2M+23.7% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $445.2Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Dec 12, 2025$45.2M registeredfiling →
S-3Sep 8, 2025$400.0M registeredfiling →

Last 12 months: 1 executed · 2 registered.

EFFECTIVEDec 31, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDDec 12, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EFFECTIVEDec 8, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDDec 5, 2025S-3/A registration — capacity to sell shares, not a sale yetS-3/A
EXECUTEDNov 18, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDSep 8, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDJul 13, 2022Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEJul 12, 2022SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJul 1, 2022S-3 registration — capacity to sell shares, not a sale yetS-3
UPDATEJun 3, 2022Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEJun 3, 2022SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 12, 2022S-3 registration — capacity to sell shares, not a sale yetS-3

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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