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ChargePoint Holdings, Inc.

For the period ended Jul 31, 2026. Filed Sep 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jul 31, 2026 · Filed Sep 4, 2026

CHPT$11.59+5.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-04-30; filed 2026-06-08.

0001777393-26-000044

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-07-31; filed 2026-09-04.

0001628280-26-060770

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 116 previous paragraphs and 124 current paragraphs.

83 unchanged; 30 reworded; 10 added; 2 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

Cost of other revenue did not materially change during the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025.

Current report

Research and development expenses decreased during the three months ended July 31, 2026 compared to the three months ended July 31, 2025 primarily due to a decrease of $6.3 million in payroll-related expense resulting from reduced headcount associated with our previously announced reorganizations, including lower stock-based compensation expense, offset by a $2.2 million increase in employee severance, termination and employment-related exit costs related to the March and July 2026 Reorganizations.

Current report

Research and development expenses decreased during the six months ended July 31, 2026 compared to the six months ended July 31, 2025 primarily due to a decrease of $8.6 million in payroll related expense resulting from reduced headcount associated with our previously announced reorganizations, offset by a $6.3 million increase in employee severance, termination and employment-related exit costs related to the March and July 2026 Reorganizations.

Current report

Sales and marketing expenses decreased during the three months ended July 31, 2026 compared to the three months ended July 31, 2025 primarily due to a decrease of $3.3 million in payroll-related expense resulting from reduced headcount associated with our previously announced reorganizations, including lower stock-based compensation expense, offset by a $1.5 million increase in employee severance, termination and employment-related exit costs related to the March and July 2026 Reorganizations and an increase of $0.8 million in commission-related costs.

Current report

General and administrative expenses decreased during the six months ended July 31, 2026 compared to the six months ended July 31, 2025 primarily due to a decrease in non-recurring operating expenses of $9.5 million mainly from litigation and settlement costs and a decrease of $4.6 million in payroll-related expense resulting from reduced headcount associated with our previously announced reorganizations, including lower stock-based compensation expense, offset by $3.9 million employee severance, termination and employment-related exit costs and facilities exit costs related to the March and July 2026 Reorganizations.

Current report

Other expense did not materially change during the three months ended July 31, 2026 as compared to the three months ended July 31, 2025.

Current report

ChargePoint continues to be focused on managing its working capital position, concentrating its efforts on accelerating the collection of accounts receivable, improving days sales outstanding ("”DSO"”) across its customer and channel relationships, maintaining a disciplined approach to managing its supply chain relationships, other activities which drive optimization of its inventory levels, and active expense controls across the organization.

Current report

With respect to accounts receivable, ChargePoint is concentrated on shortening the cash conversion cycle, including tightening payment terms with key customers and channel partners, and deploying dedicated collection resources focused on aged and high-balance receivables. The magnitude and timing of DSO improvement may vary from period to period depending on customer mix, contract structures, and prevailing commercial conditions. With respect to expense controls, management employs cost optimization measures designed to reduce cash expenditures and improve operating leverage. These measures may include active supply chain and order management, review, prioritization and timing of vendor payments, rationalization of vendor relationships and organizational efficiency initiatives intended to align ChargePoint'’ cost structure with current and anticipated revenue levels. Management continues to evaluate additional opportunities to reduce costs and improve operating efficiency on an ongoing basis.

Current report

Collectively, these working capital and expense management initiatives are intended to optimize operating cash flow, strengthen ChargePoint’ liquidity position, and support a sustainable path toward improved financial performance. While there can be no assurance that these measures will achieve their intended objectives in any given period, management believes that its active and disciplined approach to working capital management positions ChargePoint to meet its near-term operational requirements and advance its strategic objectives. ChargePoint may, from time to time, revise or adapt these practices as business conditions and commercial relationships evolve.
Removed paragraphs (2)

Previous report

Cost of other revenue decreased during the three months ended April 30, 2026 compared to the three months ended April 30, 2025 due to cost efficiencies associated with driver charging sessions at charging sites owned by ChargePoint’s customers.

Previous report

Research and development expenses increased during the three months ended April 30, 2026 compared to the three months ended April 30, 2025 primarily due to $4.1 million employee severance, termination and employment-related exit costs related to the March 2026 Reorganization, offset by a $3.2 million reduction in stock based compensation expense.
Reworded paragraphs (30)

Previous wording

Since its inception in 2007, ChargePoint has been engaged in developing and marketing its Networked Charging Systems, subscriptions and other offerings, raising capital and recruiting personnel. ChargePoint has incurred net operating losses and negative cash flows from operations in every year since its inception. As of April 30, 2026, ChargePoint had an accumulated deficit of $2,154.8 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 sales of Common Stock under the 2022 and 2025 ATM Facilities (as defined in Note 8, Common Stock).

Current wording

Since its inception in 2007, ChargePoint has been engaged in developing and marketing its Networked Charging Systems, subscriptions and other offerings, raising capital and recruiting personnel. ChargePoint has incurred net operating losses and negative cash flows from operations in every year since its inception. As of July 31, 2026, ChargePoint had an accumulated deficit of $2,190.5 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 Part I, Item 1, Note 6, Debt), and sales of Common Stock under the 2025 ATM Facility (as defined in Part I, Item 1, Note 8, Common Stock).

Previous wording

ChargePoint believes its revenue growth is tied to the number of passenger and commercial EVs sold, which it believes drives the demand for EV charging infrastructure. The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, the rate of EV sales is highly volatile and there is no guarantee of future demand for EV sales, especially in the markets ChargePoint primarily services, such as North America and Europe. Factors impacting the adoption of EVs include but are not limited to perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; volatility in the cost of oil and gasoline (including as a result of ongoing conflicts in the Middle East involving the United States, Iran, Israel and other Gulf States); availability of services for EVs; consumers’ perception about the convenience, reliability and cost of charging EVs; and increases in fuel efficiency of internal combustion engine vehicles. Further, numerous EV auto manufacturers have announced delays in or modified their previously announced plans to migrate their manufacturing production to be solely or primarily EVs. For example, the North American EV market has recently suffered a substantial decline in the sale of new EVs since the termination of the $7,500 U.S. federal tax credit in September 2025, resulting in quarterly declines of new EVs sold as compared to the same quarters in the prior year. If the market for EVs does not develop as expected, if there is any slow-down or delay in overall EV adoption, or if auto manufacturers delay their EV manufacturing rates or eliminate their plans to transition to predominately EV manufacturing, the rate of EV adoption may be adversely affected and the market for EV charging may not develop as a result and ChargePoint’s financial condition and results of operations could be materially and adversely impacted.

Current wording

ChargePoint believes its revenue growth is tied to the number of passenger and commercial EVs sold, which it believes drives the demand for EV charging infrastructure. The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, the rate of EV sales is highly volatile and there is no guarantee of future demand for EV sales, especially in the markets ChargePoint primarily services, such as North America and Europe. Factors impacting the adoption of EVs include but are not limited to perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; volatility in the cost of oil and gasoline (including as a result of ongoing conflicts in the Middle East involving the United States, Iran, Israel and other Gulf States); availability of services for EVs; consumers’ perception about the convenience, reliability and cost of charging EVs; and increases in fuel efficiency of internal combustion engine vehicles. Further, numerous EV auto manufacturers have announced delays in or modified their previously announced plans to migrate their manufacturing production to be solely or primarily EVs. For example, the North American EV market has recently suffered declines in the sale of new EVs since the termination of the $7,500 U.S. federal tax credit in September 2025, resulting in quarterly declines of new EVs sold as compared to prior periods. If the market for EVs does not develop as expected, if there is any slow-down or delay in overall EV adoption, or if auto manufacturers delay their EV manufacturing rates or eliminate their plans to transition to predominantly EV manufacturing, the rate of EV adoption may be adversely affected and the market for EV charging may not develop as a result and ChargePoint’s financial condition and results of operations could be materially and adversely impacted.

Previous wording

In February 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments. Following the Supreme Court’s decision, the U.S. federal government announced its intention to implement new tariffs and surcharges of up to 15% on imports from many of the same countries previously subject to IEEPA under separate authority, including Section 122 of the Trade Act of 1974. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs and surcharges, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on ChargePoint’s business. ChargePoint continues to monitor and evaluate these developments and assess their potential impact on ChargePoint’s business, financial condition, and results of operations. Trade restrictions and increased tariffs between the United States and countries like China, Mexico and Canada may result in adverse economic conditions, increase the costs of goods sold and result in a recession or the threat of a recession.

Current wording

The U.S. federal government has imposed, and may in the future impose, modify, suspend, or eliminate tariffs and surcharges on imports from various countries under one or more statutory authorities, including but not limited to executive trade powers and applicable provisions of U.S. trade law. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs and surcharges, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on ChargePoint’s business. ChargePoint continues to monitor and evaluate these developments and assess their potential impact on ChargePoint’s business, financial condition, and results of operations. Trade restrictions and increased tariffs between the United States and countries like China, Mexico and Canada may result in adverse economic conditions, increase the costs of goods sold and result in a recession or the threat of a recession.

Previous wording

In addition, the United States automotive manufacture industry is particularly sensitive to the impact of disruptions in supply chains as a result of geopolitical conflicts and tariffs on the increased costs of manufacturing and selling vehicles, which may result in substantial increases to the cost of vehicles to consumers, including EVs. Because ChargePoint is substantially reliant on the increased adoption and sales of new EVs, if there is any downturn in the sales of EVs or consumers reduce their purchases of new EVs, either because the vehicles are more expensive or as the result of a general downturn in the overall economy as the result of the conflicts in the Middle East and additional tariffs, ChargePoint’s customers may reduce their need for EV infrastructure development and ChargePoint’s business, financial results and results of operations may be harmed.

Current wording

In addition, the United States automotive manufacturing industry is particularly sensitive to the impact of disruptions in supply chains as a result of geopolitical conflicts and tariffs on the increased costs of manufacturing and selling vehicles, which may result in substantial increases to the cost of vehicles to consumers, including EVs. Because ChargePoint is substantially reliant on the increased adoption and sales of new EVs, if there is any downturn in the sales of EVs or consumers reduce their purchases of new EVs, either because the vehicles are more expensive or as the result of a general downturn in the overall economy as the result of the conflicts in the Middle East and additional tariffs, ChargePoint’s customers may reduce their need for EV infrastructure development and ChargePoint’s business, financial results and results of operations may be harmed.

Previous wording

For example, the Infrastructure Investment and Jobs Act signed into law on November 15, 2021 provided additional funding for EVs and EV charging infrastructure through the creation of new programs and grants and the expansion of existing programs, including the $7.5 billion National Electric Vehicle Infrastructure (“NEVI”) Program for EV charging along highway corridors. On August 11, 2025, the Federal Highway Administration (“FHWA”) issued new guidance, updating prior guidance which previously froze federal funds tied to NEVI and directed states to file updated implementation plans within 30 days. FHWA has since approved the state plans and states are moving forward with their NEVI programs. Separately, the One Big Beautiful Bill Act (“OBBBA”) was signed into law on July 4, 2025, which set new end dates for the EV charging infrastructure tax credits previously made available under Section 30C and Section 30D of the Internal Revenue Code of 1986, as amended. In particular, the OBBBA terminated the $7,500 new clean vehicle tax credit for all new EVs sold after September 30, 2025. This and any other reduction in rebates, tax credits or other financial incentives for EVs or EV charging stations could materially reduce the demand for EVs and ChargePoint’s solutions and, as a result, may adversely impact ChargePoint’s business and expansion potential.

Current wording

For example, the Infrastructure Investment and Jobs Act signed into law on November 15, 2021 provided additional funding for EVs and EV charging infrastructure through the creation of new programs and grants and the expansion of existing programs, including the $7.5 billion National Electric Vehicle Infrastructure (“NEVI”) Program for EV charging along highway corridors. On August 11, 2025, the Federal Highway Administration (“FHWA”) issued new guidance, updating prior guidance which previously froze federal funds tied to NEVI and directed states to file updated implementation plans. The FHWA has since approved the state plans and states are moving forward with their NEVI programs. Separately, the One Big Beautiful Bill Act (“OBBBA”) was signed into law on July 4, 2025, which set new end dates for the EV charging infrastructure tax credits previously made available under Section 30C and Section 30D of the Internal Revenue Code of 1986, as amended. In particular, the OBBBA terminated the $7,500 new clean vehicle tax credit for all new EVs sold after September 30, 2025. This and any other reduction in rebates, tax credits or other financial incentives for EVs or EV charging stations could materially reduce the demand for EVs and ChargePoint’s solutions and, as a result, may adversely impact ChargePoint’s business and expansion potential.

Previous wording

ChargePoint has seen its revenue fluctuate based on market demand and other factors, and expects this variability of growth in Networked Charging Systems revenue to continue in the near term. In the long term, it expects revenue to grow in both Networked Charging Systems and subscriptions due to increased demand in EVs and the related charging infrastructure market.

Current wording

ChargePoint has seen its revenue fluctuate based on market demand and other factors, and expects this variability in Networked Charging Systems revenue to continue in the near term. In the long term, it expects revenue to grow in both Networked Charging Systems and subscriptions due to increased demand in EVs and the related charging infrastructure market.

Previous wording

Networked Charging Systems revenue increased during the three months ended April 30, 2026 compared to the three months ended April 30, 2025 primarily due to higher volume of Networked Charging Systems delivered across ChargePoint’s major product families.

Current wording

Networked Charging Systems revenue increased during the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025 primarily due to higher volume of Networked Charging Systems delivered across ChargePoint’s major product families.

Previous wording

Subscriptions revenue increased during the three months ended April 30, 2026 compared to the three months ended April 30, 2025 primarily due to the growth in the number of ChargePoint Platform subscriptions and Assure subscriptions for Networked Charging Systems connected to ChargePoint’s network.

Current wording

Subscriptions revenue increased during the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025 primarily due to the growth in the number of ChargePoint Platform subscriptions and Assure subscriptions for Networked Charging Systems connected to ChargePoint’s network.

Previous wording

Other revenue increased during the three months ended April 30, 2026 compared to the three months ended April 30, 2025 due to increase in transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint’s customers.

Current wording

Other revenue increased during the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025 due to an increase in transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint’s customers.

Previous wording

Cost of Networked Charging Systems revenue increased during the three months ended April 30, 2026 compared to the three months ended April 30, 2025 primarily due to lower costs of products shipped.

Current wording

Cost of Networked Charging Systems revenue increased during the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025 primarily due to a higher volume of products shipped, partially offset by a one-time tariff refund during the three and six months ended July 31, 2026 of $4.3 million.

Previous wording

Cost of Subscriptions revenue increased primarily due to the increases in Assure costs during the three months ended April 30, 2026 compared to the three months ended April 30, 2025.

Current wording

Cost of Subscriptions revenue increased primarily due to the increases in Assure costs during the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025.

Previous wording

In the long term, improvements in ChargePoint’s gross profit and gross margin will depend on its ability to continue to optimize its operations and supply chain as it increases its revenue. However, at least in the short term, as the product mix continues to vary and as ChargePoint continues to align inventory supply with demand and optimize for customer acquisition, launches new Networked Charging Systems, grows its presence in Europe where it has not yet achieved economies of scale, and expands its solutions for its fleet customers, gross margin will vary from period to period.

Current wording

In the long term, improvements in ChargePoint’s gross profit and gross margin will depend on its ability to continue to optimize its operations and supply chain as it increases its revenue. However, at least in the short term, as the product mix continues to vary and as ChargePoint continues to align inventory supply with demand and optimize for customer acquisition, launches new Networked Charging Systems products, grows its presence in Europe, and expands its solutions for its fleet customers, gross margin will vary from period to period.

Previous wording

Gross profit and gross margin increased during the three months ended April 30, 2026 compared to the three months ended April 30, 2025 primarily due to Networked Charging Systems cost efficiencies, and a slight increase in subscription revenue as a percentage of total revenue.

Current wording

Gross profit and gross margin increased during the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025 primarily due to Networked Charging Systems cost efficiencies, a one-time tariff refund in the period, and a slight increase in subscription revenue as a percentage of total revenue.

Previous wording

Sales and marketing expenses decreased during the three months ended April 30, 2026 compared to the three months ended April 30, 2025 primarily due to a decrease in bad debt expense of $2.0 million, decrease of $1.2 million in stock based compensation, offset by $1.7 million employee severance, termination and employment-related exit costs related to the March 2026 Reorganization.

Current wording

Sales and marketing expenses decreased during the six months ended July 31, 2026 compared to the six months ended July 31, 2025 primarily due to a decrease of $5.0 million in payroll-related expense resulting from reduced headcount associated with our previously announced reorganizations, including lower stock-based compensation expense, decrease in bad debt expense of $1.7 million, offset by $3.2 million of employee severance, termination and employment-related exit costs related to the March and July 2026 Reorganizations.

Previous wording

General and administrative expenses decreased during the three months ended April 30, 2026 compared to the three months ended April 30, 2025 primarily due to a decrease in non-recurring operating expenses of $3.6 million mainly from litigation and settlement costs, and a decrease of $2.6 million in stock based compensation, offset by $1.8 million employee severance, termination and employment-related exit costs and facilities exit costs related to March 2026 Reorganization..

Current wording

General and administrative expenses decreased during the three months ended July 31, 2026 compared to the three months ended July 31, 2025 primarily due to a decrease in non-recurring operating expenses of $5.9 million mainly from litigation and settlement costs, and a decrease of $2.3 million in payroll-related expense resulting from reduced headcount associated with our previously announced reorganizations, including lower stock-based compensation expense, offset by $2.1 million of employee severance, termination and employment-related exit costs and facilities exit costs related to the July 2026 Reorganization.

Previous wording

Interest income decreased during the three months ended April 30, 2026 as compared to the three months ended April 30, 2025 due to lower balances of interest-bearing cash equivalents.

Current wording

Interest income decreased during the three and six months ended July 31, 2026 as compared to the three and six months ended July 31, 2025 due to lower balances of interest-bearing cash equivalents.

Previous wording

Interest expense decreased during the three months ended April 30, 2026 as compared to the three months ended April 30, 2025 primarily due to a decrease in the outstanding balance of the 2028 Convertible Notes as the result of the debt Exchange Transaction. For more information, see Part I, Item 1, Note 6, Debt, in the notes to condensed consolidated financial statements in this Quarterly Report.

Current wording

Interest expense decreased during the three and six months ended July 31, 2026 as compared to the three and six months ended July 31, 2025 primarily due to a decrease in the outstanding balance of the 2028 Convertible Notes as the result of the debt Exchange Transaction. For more information, see Part I, Item 1, Note 6, Debt, in the notes to condensed consolidated financial statements in this Quarterly Report.

Previous wording

Other income, net increased during the three months ended April 30, 2026 as compared to the three months ended April 30, 2025 primarily due to the recognition of a $5.4 million gain on prepayment of Short-Term Loans, offset by a decrease in foreign exchange gains of $3.0 million driven by unfavorable changes in foreign exchange rates.

Current wording

Other income, net increased during the six months ended July 31, 2026 as compared to the six months ended July 31, 2025 primarily due to the recognition of a $5.4 million gain on prepayment of Short-Term Loans (as described in Part I, Item 1, Note 6, Debt), offset by a decrease in foreign exchange gains of $3.6 million driven by unfavorable changes in foreign exchange rates.

Previous wording

The provision for income taxes increased during the three months ended April 30, 2026 as compared to the three months ended April 30, 2025 primarily due to income tax provisions on foreign subsidiaries.

Current wording

The provision for income taxes increased during the three and six months ended July 31, 2026 as compared to the three and six months ended July 31, 2025 primarily due to income tax provisions on foreign subsidiaries.

Previous wording

ChargePoint’s primary requirements for liquidity and capital are to finance working capital, inventory management, capital expenditures and general corporate purposes. ChargePoint expects these needs to continue as ChargePoint develops and grows its business. ChargePoint has incurred net losses and negative cash flows from operations since its inception, which it anticipates will continue for the foreseeable future.

Current wording

ChargePoint’s primary requirements for liquidity and capital are to finance working capital, inventory management, capital expenditures and general corporate purposes. ChargePoint expects these needs to continue as ChargePoint develops and grows its business. ChargePoint has incurred net losses and negative cash flows from operations since its inception.

Previous wording

As of April 30, 2026, ChargePoint had cash, cash equivalents and restricted cash of $96.2 million. As of January 31, 2026, ChargePoint had cash, cash equivalents and restricted cash of $142.0 million. ChargePoint believes that its cash on hand and cash generated from sales to customers will satisfy its working capital and capital requirements for at least the next twelve months.

Current wording

As of July 31, 2026, ChargePoint had cash, cash equivalents and restricted cash of $95.7 million. As of January 31, 2026, ChargePoint had cash, cash equivalents and restricted cash of $142.0 million. ChargePoint believes that its cash on hand and cash generated from sales to customers will satisfy its working capital and capital requirements for at least the next twelve months.

Previous wording

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 ChargePoint to offer up to $1.0 billion of shares 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 “2022 Shelf Registration Statement”). As part of the 2022 Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million shares of Common Stock pursuant to a sales agreement (the “2022 ATM Facility”). During the twelve months ended January 31, 2026, there were no sales of the Company’s Common Stock pursuant to the 2022 ATM Facility. On July 11, 2025, ChargePoint terminated the 2022 ATM Facility, effective immediately. The 2022 Shelf Registration Statement expired on July 12, 2025.

Current wording

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 “2022 Shelf Registration Statement”). As part of the 2022 Shelf Registration Statement, ChargePoint filed a prospectus supplement registering for sale from time to time up to $500.0 million of shares of Common Stock pursuant to a sales agreement (the “2022 ATM Facility”). During the twelve months ended January 31, 2026, there were no sales of the Company’s Common Stock pursuant to the 2022 ATM Facility. On July 11, 2025, ChargePoint terminated the 2022 ATM Facility, effective immediately. The 2022 Shelf Registration Statement expired on July 12, 2025.

Previous wording

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 ChargePoint to offer up to $400.0 million of shares 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 shares of Common Stock pursuant to a new “at-the-market” sales agreement (the “2025 ATM Facility”). During the three months ended April 30, 2026, there were no sales of the Company’s Common Stock pursuant to the 2025 ATM Facility.

Current wording

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 ChargePoint to offer up to $400.0 million of shares 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 shares of Common Stock pursuant to a new “at-the-market” sales agreement (the “2025 ATM Facility”). During the three months ended July 31, 2026, there were no sales of the Company’s Common Stock pursuant to the 2025 ATM Facility.

Previous wording

ChargePoint has incurred net losses and negative cash flows from operations since inception. Until ChargePoint can generate sufficient revenue to cover its cost of sales, operating expenses, working capital and capital expenditures, it expects to primarily fund cash needs through a combination of equity and debt financing. ChargePoint may borrow funds on terms that may include restrictive covenants, such as the restrictive covenants included in the 2025 Credit Agreement, including covenants that restrict the operation of its business, liens on assets, high effective interest rates and repayment provisions that reduce cash resources and limit future access to capital markets.

Current wording

ChargePoint has incurred net losses and negative cash flows from operations since inception. Until ChargePoint can generate sufficient revenue to cover its cost of sales, operating expenses, working capital and capital expenditures, it expects to primarily fund cash needs through a combination of working capital management, equity and debt financing. ChargePoint may borrow funds on terms that may include restrictive covenants, such as the restrictive covenants included in the 2025 Credit Agreement, including covenants that restrict the operation of its business, liens on assets, high effective interest rates and repayment provisions that reduce cash resources and limit future access to capital markets.

Previous wording

During the three months ended April 30, 2026, net cash used in operating activities was $36.6 million, consisting primarily of a net loss of $43.2 million and change in net operating assets of $3.1 million, partially offset by an add back of total non-cash charges of $9.7 million. The noncash charges consisted of $10.6 million of stock-based compensation expense, $7.1 million of depreciation, amortization, and amortization of deferred contract acquisition costs, $0.8 million of non-cash operating lease cost, $0.4 million of non-cash interest expenses and $0.3 million of foreign currency transaction loss, offset by $9.5 million of reserves and other costs. The change in operating assets and liabilities was mainly driven by a decrease in accounts payable, operating lease liabilities, and accrued and other liabilities of $20.3 million, increases in prepaid expenses and other assets of $2.5 million and decrease in deferred revenue of $1.5 million, offset by a decrease in inventories of $15.7 million and a decrease in accounts receivable, net, of $5.5 million.

Current wording

During the six months ended July 31, 2026, net cash used in operating activities was $40.8 million, consisting primarily of a net loss of $78.8 million and change in net operating assets of $8.9 million, partially offset by an add back of total non-cash charges of $29.2 million. The noncash charges consisted of $21.6 million of stock-based compensation expense, $14.0 million of depreciation, amortization, and amortization of deferred contract acquisition costs, $1.7 million of non-cash operating lease cost, $0.4 million of non-cash interest expenses, offset by $9.2 million of reserves and other costs and $0.8 million of foreign currency transaction loss. The change in operating assets and liabilities was mainly driven by a decrease in inventories of $40.7 million, offset by a decrease in accounts payable, operating lease liabilities, and accrued and other liabilities of $22.3 million, increases in prepaid expenses and other assets of $6.8 million, a decrease in deferred revenue of $1.0 million, and an increase in accounts receivable, net, of $1.8 million.

Previous wording

During the three months ended April 30, 2025, net cash used in operating activities was $33.0 million, consisting primarily of a net loss of $57.1 million and change in net operating assets of $9.9 million, partially offset by an add back of non-cash charges of $34.1 million. The noncash charges consisted primarily of $17.9 million of stock-based compensation expense, $1.6 million of reserves and other costs, $7.8 million of depreciation, amortization, and amortization of deferred contract acquisition costs, $9.4 million non-cash interest expenses, and $0.9 million of non-cash operating lease cost, offset by $3.5 million of foreign currency transaction gains. The change in operating assets and liabilities was mainly driven by a decrease in accounts payable, operating lease liabilities, and accrued and other liabilities of $6.4 million, and an increase in prepaid expenses and other assets of $10.7 million, offset by a decrease in inventories of $2.8 million and an increase in deferred revenue of $4.4 million.

Current wording

During the six months ended July 31, 2025, net cash used in operating activities was $39.1 million, consisting primarily of a net loss of $123.3 million, change in net operating assets of $21.0 million and total non-cash charges of $63.2 million. The noncash charges consisted primarily of $36.1 million of stock-based compensation expense, $15.5 million of depreciation, amortization, and amortization of deferred contract acquisition costs, $9.4 million non-cash interest expenses, $4.3 million of reserves and other costs, and $1.8 million of non-cash operating lease cost, offset by $3.9 million of foreign currency transaction gains. The change in operating assets and liabilities was mainly driven by an increase in accounts payable, operating lease liabilities, and accrued and other liabilities of $3.3 million, and an increase in deferred revenue of $8.4 million, and decreases in prepaid expenses and other assets of $3.4 million, inventories of $3.3 million, and accounts receivable, net, of $2.6 million.

Previous wording

During the three months ended April 30, 2026, net cash used in investing activities was $1.1 million related to purchases of property and equipment.

Current wording

During the six months ended July 31, 2026, net cash used in investing activities was $2.1 million related to purchases of property and equipment.

Previous wording

During the three months ended April 30, 2025, net cash used in investing activities was $1.1 million related to purchases of property and equipment.

Current wording

During the six months ended July 31, 2025, net cash used in investing activities was $2.4 million related to purchases of property and equipment.

Previous wording

During the three months ended April 30, 2026, net cash used in financing activities was $7.6 million, consisting of repayment of borrowings of $9.6 million, offset by change in driver funds and amounts due to customers of $1.6 million and proceeds from the issuance of Common Stock under employee equity plans of $0.4 million, net of tax withholding.

Current wording

During the six months ended July 31, 2026, net cash used in financing activities was $2.5 million, consisting of repayment of borrowings of $9.6 million, offset by change in driver funds and amounts due to customers of $6.8 million and proceeds from the issuance of Common Stock under employee equity plans of $0.4 million, net of tax withholding.

Previous wording

During the three months ended April 30, 2025, net cash provided by financing activities was $2.4 million, consisting of proceeds from the issuance of Common Stock under employee equity plans of $1.3 million, net of tax withholding, and change in driver funds and amounts due to customers of $1.1 million.

Current wording

During the six months ended July 31, 2025, net cash provided by financing activities was $8.1 million, consisting of proceeds from the issuance of Common Stock under employee equity plans of $1.3 million, net of tax withholding, and change in driver funds and amounts due to customers of $6.8 million.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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 ChargePoint to offer up to $1.0 billion of shares of Common
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

For the Three Months Ended April 30, 2026 and 2025