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ChargePoint Holdings, Inc.

For the period ended Jul 31, 2025. Filed Sep 8, 2025.

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, 2025 · Filed Sep 8, 2025

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 2025-04-30; filed 2025-06-06.

0001777393-25-000081

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

Current report: 10-Q

Period ended 2025-07-31; filed 2025-09-08.

0001777393-25-000155

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 113 previous paragraphs and 122 current paragraphs.

74 unchanged; 35 reworded; 12 added; 4 removed; 0 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 (12)

Current report

On July 28, 2025, ChargePoint effected a 1-for-20 reverse stock split of the Company’s Common Stock (the "Reverse Stock Split") and its shares began trading on a post-split basis on July 28, 2025. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split. As a result of the Reverse Stock Split, shares of Common Stock, outstanding warrants, stock options, and restricted stock units were proportionately decreased (and the respective per share value and exercise prices, if applicable, were proportionately increased) and the conversion rate of the Company’s convertible notes was proportionately adjusted in accordance with the indenture governing the convertible notes (see Part I, Item 1, Note 1, Description of Business and Basis of Presentation in the notes to condensed consolidated financial statements in this Quarterly Report).

Current report

Other revenue did not materially change during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024.

Current report

Cost of other revenue did not materially change during the three months ended July 31, 2025 compared to the three months ended July 31, 2024.

Current report

Research and development expenses did not materially change during the three months ended July 31, 2025 compared to the three months ended July 31, 2024.

Current report

Sales and marketing expenses decreased during the three months ended July 31, 2025 compared to the three months ended July 31, 2024 primarily due to a decrease in personnel expenses of $5.1 million, stock-based compensation of $1.6 million as a result of the Company’s September 2024 Reorganization (as described in Part I, Item 1, Note 5, Restructuring in the notes to condensed consolidated financial statements in this Quarterly Report), and decreases in bad debt expense of $3.9 million, and other marketing related expenses of $1.1 million.

Current report

Sales and marketing expenses decreased during the six months ended July 31, 2025 compared to the six months ended July 31, 2024 primarily due to a decrease in personnel expenses of $10.0 million and stock-based compensation expenses of $3.9 million as a result of the Company’s September 2024 Reorganization (as described in Part I, Item 1, Note 5, Restructuringin the notes to condensed consolidated financial statements in this Quarterly Report), and decreases in bad debt expense of $3.6 million, and other marketing and sales related expenses of $2.9 million.

Current report

We expect to continue managing and reducing our general and administrative expenses as we scale our business operations and operate as a public company. These expenses include costs related to compliance with SEC rules and regulations, legal and audit services, additional insurance, and other administrative and professional services.

Current report

General and administrative expenses increased during the six months ended July 31, 2025 compared to the six months ended July 31, 2024 primarily due to non-recurring operating expenses of $14.0 million, other operating expenses of $2.9 million, and stock-based compensation expenses of $1.0 million, offset by a decrease in personnel expenses of $2.5 million.

Current report

On September 8, 2025, ChargePoint entered into a new “at-the-market” sales agreement, by and between ChargePoint and the underwriter thereto, pursuant to which ChargePoint may from time to time sell shares of its Common Stock having an aggregate offering price of $150,000,000 (the “2025 ATM Facility”). Sales of ChargePoint Common Stock pursuant to the 2025 ATM Facility, if any, will be made under a new registration statement on Form S-3 that ChargePoint intends to file with the SEC following the filing of this Quarterly Report, which will facilitate offers of up to $400,000,000 of shares of ChargePoint 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”).
Removed paragraphs (4)

Previous report

Other revenue decreased during the three months ended April 30, 2025 compared to the three months ended April 30, 2024 primarily due to a decrease in charging related fees received during the quarter.

Previous report

Sales and marketing expenses decreased during the three months ended April 30, 2025 compared to the three months ended April 30, 2024 primarily due to a decrease in personnel expenses of $5.0 million and in stock-based compensation expenses of $2.4 million as a result of the Company’s reorganizations plans, and a decrease in travel expenses of $0.5 million and in consulting expenses of $0.4 million.

Previous report

ChargePoint expects its general and administrative expenses to decrease as a percentage of revenue as it continues to optimize its operations.
Reworded paragraphs (35)

Previous wording

ChargePoint generates revenue primarily through the sale of Networked Charging Systems, subscriptions to the ChargePoint Platform and extended parts and labor warranties (“Assure”). The Company also generates revenue, in some instances, by providing customers use of ChargePoint’s owned and operated Networked Charging Systems, ChargePoint Platform and Assure into a single multi-year or annual subscription (“ChargePoint as a Service” or “CPaaS”). Each of ChargePoint Platform, Assure and CPaaS is typically paid for upfront and revenue is recognized ratably over the term of the subscription period.

Current wording

ChargePoint generates revenue primarily through the sale of Networked Charging Systems, subscriptions to the ChargePoint Platform and extended parts and labor warranties (“Assure”). The Company also generates revenue, in some instances, by providing customers use of ChargePoint’s owned and operated Networked Charging Systems, ChargePoint Platform and Assure into a single multi-year or annual subscription (“ChargePoint as a Service” or “CPaaS”). Each of the ChargePoint Platform, Assure and CPaaS is typically paid for upfront and revenue is recognized ratably over the term of the subscription period.

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, 2025, ChargePoint had an accumulated deficit of $1,948.6 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 sales of common stock under the ATM Facility (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, 2025, ChargePoint had an accumulated deficit of $2,014.7 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 ATM Facility (as defined in 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. 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; 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. In addition, macroeconomic factors, including reduction or elimination of governmental mandates and incentives and the impact of higher interest rates, inflation, tariffs and any potential economic recession, could impact demand for EVs, particularly since they can be more expensive to purchase than traditional gasoline-powered vehicles. Further, geopolitical factors, such as the ongoing conflict between Russia and Ukraine, conflicts in the Middle East, conflicts between the United States and China or between China and Taiwan may negatively impact the global automotive supply chain and reduce the manufacturing of automobiles, including EVs. 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; 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. In addition, macroeconomic factors, including reduction or elimination of governmental mandates and incentives and the impact of higher interest rates, inflation, tariffs and any potential economic recession, could impact demand for EVs, particularly since they can be more expensive to purchase than traditional gasoline-powered vehicles. Further, geopolitical factors, such as the ongoing conflict between Russia and Ukraine, conflicts in the Middle East, conflicts between the United States and China or between China and Taiwan may negatively impact the global automotive supply chain and reduce the manufacturing of automobiles, including EVs. 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.

Previous wording

ChargePoint has an international presence and as a result is subject to risks and uncertainties caused by significant events with macroeconomic impacts, including, but not limited to geopolitical events, including the ongoing Russia-Ukraine conflict, conflicts in the Middle East, rising political tensions with China, increases in inflation and interest rates, monetary policy changes, financial services sector instability, recessions, global pandemics and foreign currency fluctuations. For instance, the U.S. government has implemented a general 10% tariff on all imports from countries not exempted under certain trade reciprocity criteria. In addition, elevated tariffs have been imposed on imports from major trading partners, including China, Mexico, Canada, and members of the European Union. Impacted countries have and in the future may impose retaliatory tariffs, and such actions could give rise to an escalation of other trade measures by the countries subjected to such tariffs. While the application of certain previously announced tariffs has been delayed, there is no guarantee that the tariffs will not go into effect and there is the possibility that additional United States tariffs may be imposed on China, Mexico, Canada and other countries. 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. For example, the United States automotive manufacture industry is particularly sensitive to the impact of 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 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

ChargePoint has an international presence and as a result is subject to risks and uncertainties caused by significant events with macroeconomic impacts, including, but not limited to geopolitical events, including the ongoing Russia-Ukraine conflict, conflicts in the Middle East, rising political tensions with China, fluctuations in inflation and interest rates, monetary policy changes, financial services sector instability, recessions, global pandemics and foreign currency fluctuations. For instance, the U.S. government has implemented tariffs on all imports from countries not exempted under certain trade reciprocity criteria. In addition, elevated tariffs have been imposed on imports from major trading partners, including China, Mexico, Canada, and members of the European Union. Impacted countries have and in the future may impose retaliatory tariffs, and such actions could give rise to an escalation of other trade measures by the countries subjected to such tariffs. While the application of certain previously announced tariffs has been delayed, there is no guarantee that previously announced tariffs will not go into effect and there is the possibility that additional United States tariffs may be imposed on China, Mexico, Canada and other countries. 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. For example, the United States automotive manufacture industry is particularly sensitive to the impact of 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 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

As ChargePoint introduces new products its gross margins may be initially negatively impacted by launch costs and lower volumes until it achieves targeted cost reductions. Cost reductions may not occur on the timeline ChargePoint expects due to a number of factors, including but not limited to failure to meet its own estimates, unanticipated supply chain difficulties, government mandates or certification requirements. In addition, ChargePoint may accelerate its expenditures where it sees growth opportunities, which may negatively impact gross margin until upfront costs and inefficiencies are absorbed and normalized operations are achieved. Further, ChargePoint has historically invested in prioritizing an assurance of supply of its products and new customer acquisition, which puts pressure on gross margins and increases operating expenses. ChargePoint also continuously evaluates and may adjust its expenditures, such as new product introduction costs, based on its launch plans for new products, as well as other factors including the pace and prioritization of current projects under development and the addition of new projects. As ChargePoint attains higher revenue, it expects operating expenses as a percentage of total revenue to decrease as it scales and focuses on increasing operational efficiency and process automation.

Current wording

As ChargePoint introduces new products its gross margins may be initially negatively impacted by launch costs and lower sales volumes until it achieves targeted cost reductions. Cost reductions may not occur on the timeline ChargePoint expects due to a number of factors, including but not limited to failure to meet its own estimates, unanticipated supply chain difficulties, government mandates or certification requirements. In addition, ChargePoint may accelerate its expenditures where it sees growth opportunities, which may negatively impact gross margin until upfront costs and inefficiencies are absorbed and normalized operations are achieved. Further, ChargePoint has historically invested in prioritizing an assurance of supply of its products and new customer acquisition, which puts pressure on gross margins and increases operating expenses. ChargePoint also continuously evaluates and may adjust its expenditures, such as new product introduction costs, based on its launch plans for new products, as well as other factors including the pace and prioritization of current projects under development and the addition of new projects. As ChargePoint attains higher revenue, it expects operating expenses as a percentage of total revenue to decrease as it scales and focuses on increasing operational efficiency and process automation.

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 February 6, 2025, the Federal Highway Administration (“FHWA”) published a memo indicating new guidance for NEVI will be issued in the spring of 2025, which may change program requirements, state plans, and qualifications for future awards. In addition, the Inflation Reduction Act of 2022 (the “IRA”) signed into law on August 16, 2022 includes numerous incentives and tax credits aimed at reducing the effects of climate change, such as the extension and increase of the EV charging infrastructure tax credits under Section 30C and tax credits for EVs under Section 30D of the Internal Revenue Code of 1986, as amended (the “Code”) through 2032. In January 2025, President Trump directed review of these incentives through an executive order, and Congress may take action to change or revoke the IRS incentives and tax credits, including those available under Section 30C and Section 30D of the Code. 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 within 30 days. Separately, the One Big Beautiful Bill Act was signed into law which ended EV charging infrastructure tax credits previously made available under Section 30C and Section 30D of the Internal Revenue Code of 1986, as amended. 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

Subscriptions revenue consists of revenue from ChargePoint Platform software, as a service, Assure extended maintenance plans, and CPaaS, which combines the customer’s use of ChargePoint’s owned and operated Networked Charging Systems with CMS Services and Assure programs into a single, typically multi-year subscription.

Current wording

Subscriptions revenue consists of revenue from ChargePoint Platform software, Assure extended maintenance plans, and CPaaS, which combines the customer’s use of ChargePoint’s owned and operated Networked Charging Systems with the ChargePoint Platform and Assure programs into a single, typically multi-year subscription.

Previous wording

Networked Charging Systems revenue decreased during the three months ended April 30, 2025 compared to the three months ended April 30, 2024 primarily due to lower volume of Networked Charging Systems delivered across ChargePoint’s major product families.

Current wording

Networked Charging Systems revenue decreased during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024 primarily due to lower volume of Networked Charging Systems delivered across ChargePoint’s major product families.

Previous wording

Subscriptions revenue increased during the three months ended April 30, 2025 compared to the three months ended April 30, 2024 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, 2025 compared to the three and six months ended July 31, 2024 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

ChargePoint uses contract manufacturers to manufacture its Networked Charging Systems. ChargePoint’s cost of revenue for the sale of Networked Charging Systems includes the contract manufacturer costs of finished goods and shipping and handling. Cost of revenue for the sale of Networked Charging Systems also consists of salaries and related personnel expenses, including stock-based compensation, warranty provisions, inventory obsolescence and write-downs, depreciation of manufacturing related equipment, and allocated facilities and information technology expenses. As revenue is recognized, ChargePoint accounts for estimated warranty cost as a charge to cost of revenue. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses.

Current wording

ChargePoint uses contract manufacturers to manufacture its Networked Charging Systems. ChargePoint’s cost of revenue for the sale of Networked Charging Systems includes the contract manufacturer’s costs of finished goods and shipping and handling. Cost of revenue for the sale of Networked Charging Systems also consists of salaries and related personnel expenses, including stock-based compensation, warranty provisions, inventory obsolescence and write-downs, depreciation of manufacturing related equipment, and allocated facilities and information technology expenses. As revenue is recognized, ChargePoint accounts for estimated warranty cost as a charge to cost of revenue. The estimated warranty cost is based on historical and predicted product failure rates and repair expenses.

Previous wording

Cost of Networked Charging Systems revenue decreased during the three months ended April 30, 2025 compared to the three months ended April 30, 2024 primarily due to a decrease in Networked Charging Systems delivered.

Current wording

Cost of Networked Charging Systems revenue decreased during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024 primarily due to a decrease in Networked Charging Systems delivered.

Previous wording

Cost of Subscriptions revenue decreased primarily due to cost reductions, including a decrease in personnel expenses during the three months ended April 30, 2025 compared to the three months ended April 30, 2024.

Current wording

Cost of Subscriptions revenue decreased primarily due to a decrease in Assure maintenance costs during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024.

Previous wording

Cost of other revenue increased during the three months ended April 30, 2025 compared to the three months ended April 30, 2024 primarily due to higher driver-related processing costs on Networked Charging Systems.

Current wording

Cost of other revenue increased during the six months ended July 31, 2025 compared to the six months ended July 31, 2024 primarily due to higher driver-related processing costs on Networked Charging Systems.

Previous wording

Gross profit is revenue less cost of revenue and gross margin is gross profit as a percentage of revenue. ChargePoint offers a range of Networked Charging Systems products which vary widely in selling price and associated gross margin, as, for example, ChargePoint’s AC charger based commercial business contributes higher margins than its residential and DC charger based fleet businesses. Accordingly, ChargePoint’s gross profit and gross margin have varied and are expected to continue to vary from period to period due to revenue levels; geographic, vertical and product mix; new product transition costs; and its efforts to optimize its operations and supply chain and purchase price variances.

Current wording

Gross profit represents revenue less cost of revenue, and gross margin is gross profit expressed as a percentage of revenue. ChargePoint offers a range of Networked Charging Systems with significant variation in selling prices and associated gross margins. As a result, ChargePoint’s gross profit and gross margin have fluctuated in the past and are expected to continue to vary from period to period, driven by factors such as geographic, vertical and product mix.

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 products, 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, 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.

Previous wording

Gross profit and gross margin both increased during the three months ended April 30, 2025 compared to the three months ended April 30, 2024 primarily due to an increase in subscription revenue growth as a percentage of total revenue and improvement in subscription margins.

Current wording

Gross profit and gross margin both increased during the three and six months ended July 31, 2025 compared to the three and six months ended July 31, 2024 primarily due to an increase in subscription revenue growth as a percentage of total revenue and improvement in subscription margins.

Previous wording

Research and development expenses decreased during the three months ended April 30, 2025 compared to the three months ended April 30, 2024 primarily due to the Company’s reorganization plans taken in the prior periods and cost reduction measures resulting in decrease in personnel expenses of $2.3 million.

Current wording

Research and development expenses decreased during the six months ended July 31, 2025 compared to the six months ended July 31, 2024 primarily due to the Company’s reorganization plans taken in the prior periods and cost reduction measures resulting in decrease in personnel expenses.

Previous wording

General and administrative expenses increased during the three months ended April 30, 2025 compared to the three months ended April 30, 2024 primarily due to non-recurring operating expenses of $4.6 million, and other operating expenses $1.1 million, offset by a decrease in stock-based compensation expenses of $1.8 million and personnel expenses of $1.5 million.

Current wording

General and administrative expenses increased during the three months ended July 31, 2025 compared to the three months ended July 31, 2024 primarily due to non-recurring operating expenses of $9.4 million, stock-based compensation expenses of $2.9 million, and other operating expenses $1.8 million, offset by a decrease in personnel expenses of $1.0 million.

Previous wording

Interest income decreased during the three months ended April 30, 2025 as compared to the three months ended April 30, 2024 due to lower cash balances.

Current wording

Interest income decreased during the three and six months ended July 31, 2025 as compared to the three and six months ended July 31, 2024 due to lower cash balances.

Previous wording

Interest expense did not materially change during the three months ended April 30, 2025 as compared to the three months ended April 30, 2024. For more information, see Note 6, Debt, in the notes to condensed consolidated financial statements in this Quarterly Report.

Current wording

Interest expense did not materially change during the three and six months ended July 31, 2025 as compared to the three and six months ended July 31, 2024. 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 (expense), net increased during three months ended April 30, 2025 as compared to the three months ended April 30, 2024 due to favorable changes in foreign exchange rates.

Current wording

Other Income (expense), net increased during six months ended July 31, 2025 as compared to the six months ended July 31, 2024 primarily due to favorable changes in foreign exchange rates.

Previous wording

The provision for income taxes did not materially fluctuate during the three months ended April 30, 2025 as compared to the three months ended April 30, 2024.

Current wording

The provision for income taxes did not materially fluctuate during the three and six months ended July 31, 2025 as compared to the three and six months ended July 31, 2024.

Previous wording

ChargePoint’s primary sources of liquidity are our cash and cash equivalents, cash generated from sales to customers, debt financing, and sales of common stock under the ATM Facility.

Current wording

ChargePoint’s primary sources of liquidity are our cash and cash equivalents, cash generated from sales to customers, and debt financing.

Previous wording

As of April 30, 2025, ChargePoint had cash and cash equivalents and restricted cash of $196.3 million. As of January 31, 2025, ChargePoint had cash and cash equivalents and restricted cash of $225.0 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, 2025, ChargePoint had cash and cash equivalents and restricted cash of $194.5 million. As of January 31, 2025, ChargePoint had cash and cash equivalents and restricted cash of $225.0 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

Prior to the Notes Amendment, the Original Convertible Notes bore interest at 3.50% per annum, to the extent paid in cash (“Cash Interest”), which was payable semi-annually in arrears on April 1st and October 1st of each year or 5.00% per annum through the issuance of additional Original Convertible Notes. The 2028 Convertible Notes bear Cash Interest at 7.00% per annum or 8.50% per annum through the issuance of additional 2028 Convertible Notes (“PIK Interest”). The 2028 Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of ChargePoint Common Stock or a combination thereof, at ChargePoint’s election. The initial conversion rate of the 2028 Convertible Notes is 83.3333 shares per $1,000 principal amount of the 2028 Convertible Notes, subject to customary anti-dilution adjustment in certain circumstances, which represents an initial conversion price of approximately $12.00 per share.

Current wording

Prior to the Notes Amendment, the Original Convertible Notes bore interest at 3.50% per annum, to the extent paid in cash (“Cash Interest”), which was payable semi-annually in arrears on April 1st and October 1st of each year or 5.00% per annum through the issuance of additional Original Convertible Notes. The 2028 Convertible Notes bear Cash Interest at 7.00% per annum or 8.50% per annum through the issuance of additional 2028 Convertible Notes (“PIK Interest”). The 2028 Convertible Notes are convertible, based on the applicable conversion rate, into cash, shares of ChargePoint Common Stock or a combination thereof, at ChargePoint’s election. The conversion rate of the 2028 Convertible Notes is 4.1667 shares of Common Stock per $1,000 principal amount, which is equivalent to a conversion price of approximately $240.00 per share of the Company’s Common Stock.

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 permits 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 “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 shares of Common Stock pursuant to a sales agreement (the “ATM Facility”). During the three months ended April 30, 2025, there were no sales of the Company’s Common Stock pursuant to the ATM Facility. As of April 30, 2025, $151.2 million of shares of Common Stock remained available for sale pursuant to the ATM Facility.

Current 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 three months ended July 31, 2025, 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

ChargePoint may continue to opportunistically seek access to additional funds through public or private equity offerings or debt financings, including through potential sales of Common Stock under its ATM Facility and drawing down amounts under the 2027 Revolving Credit Facility. If ChargePoint raises funds by issuing equity securities or debt securities convertible into equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of Common Stock. If ChargePoint raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of holders of Common Stock. The terms of debt securities or borrowings could impose significant restrictions on ChargePoint’s operations and expose ChargePoint to enhanced risks associated with rising interest rates and elevated inflation. The capital markets have in the past, and may in the future, experience periods of higher volatility that could impact the availability and cost of equity and debt financing.

Current wording

ChargePoint may continue to opportunistically seek access to additional funds through public or private equity offerings or debt financings, including through potential sales of Common Stock under its 2025 ATM Facility and drawing down amounts under the 2027 Revolving Credit Facility. If ChargePoint raises funds by issuing equity securities or debt securities convertible into equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of Common Stock. If ChargePoint raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of holders of Common Stock. The terms of debt securities or borrowings could impose significant restrictions on ChargePoint’s operations and expose ChargePoint to enhanced risks associated with rising interest rates and elevated inflation. The capital markets have in the past, and may in the future, experience periods of higher volatility that could impact the availability and cost of equity and debt financing.

Previous wording

ChargePoint’s principal use of cash in recent periods has been funding its operations and investing in capital expenditures. ChargePoint’s future capital requirements will depend on many factors, including its revenue growth rate, the timing and the amount of cash received from customers, its efforts to reduce operating expenses, the timing and extent of spending to support development efforts, expenses associated with its reorganizations, the introduction of network enhancements and the continuing market adoption of its Networked Charging Systems. In the future, ChargePoint may enter into arrangements to acquire or invest in complementary businesses, products and technologies. ChargePoint may be required to seek additional equity or debt financing beyond the amounts available to it pursuant to the ATM Facility and the 2027 Revolving Credit Facility.

Current wording

ChargePoint’s principal use of cash in recent periods has been funding its operations and investing in capital expenditures. ChargePoint’s future capital requirements will depend on many factors, including its revenue growth rate, the timing and the amount of cash received from customers, its efforts to reduce operating expenses, the timing and extent of spending to support development efforts, expenses associated with its reorganizations, the introduction of network enhancements and the continuing market adoption of its Networked Charging Systems. In the future, ChargePoint may enter into arrangements to acquire or invest in complementary businesses, products and technologies. ChargePoint may be required to seek additional equity or debt financing beyond the amounts available to it pursuant to the 2025 ATM Facility and the 2027 Revolving Credit Facility.

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, 2024, net cash used in operating activities was $62.5 million, consisting primarily of a net loss of $71.8 million and change in net operating assets of $30.8 million, partially offset by an add back of non-cash charges of $40.1 million. The noncash charges consisted primarily of $21.6 million of stock-based compensation expense, $8.8 million of inventory reserves and other costs, $8.2 million of depreciation, amortization, and amortization of deferred contract acquisition costs, $0.9 million of non-cash operating lease cost, and $0.5 million in foreign currency transaction losses. The change in operating assets and liabilities was mainly driven by increases in inventories of $25.0 million and prepaid expenses and other assets of $2.9 million and decrease in accounts payable, operating lease liabilities, and accrued and other liabilities of $11.3 million, offset by decrease in accounts receivable, net, of $4.8 million and an increase in deferred revenue of $3.5 million.

Current wording

During the six months ended July 31, 2024, net cash used in operating activities was $113.7 million, consisting primarily of a net loss of $140.7 million and change in net operating assets of $45.0 million, partially offset by an add back of non-cash charges of $72.0 million. The noncash charges consisted primarily of $40.4 million of stock-based compensation expense, $12.7 million of reserves and other costs, $16.5 million of depreciation, amortization, and amortization of deferred contract acquisition costs, and $1.9 million of non-cash operating lease cost, and $0.6 million in foreign currency transaction losses. The change in operating assets and liabilities was mainly driven by increases in inventories of $28.4 million and prepaid expenses and other assets of $8.2 million and decrease in accounts payable, operating lease liabilities, and accrued and other liabilities of $23.2 million, offset by decrease in accounts receivable, net, of $7.6 million and an increase in deferred revenue of $7.2 million.

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, 2024, net cash used in investing activities was $3.5 million related to purchases of property and equipment.

Current wording

During the six months ended July 31, 2024, net cash used in investing activities was $7.3 million related to purchases of property and equipment.

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.

Previous wording

During the three months ended April 30, 2024, net cash provided by financing activities was $1.0 million, consisting of proceeds from the issuance of Common Stock under employee equity plans of $3.5 million, net of tax withholdings, offset by change in driver funds and amounts due to customers of $2.5 million.

Current wording

During the six months ended July 31, 2024, net cash provided by financing activities was $6.9 million, consisting of proceeds from the issuance of Common Stock under employee equity plans of $4.5 million, net of tax withholdings and change in driver funds and amounts due to customers of $2.4 million.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Other expense did not materially change during the three months ended July 31, 2025 as compared to the three months ended July 31, 2024.