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ChargePoint Holdings, Inc.

For the period ended Oct 31, 2025. Filed Dec 5, 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.

Oct 31, 2025 · Filed Dec 5, 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 2025-07-31; filed 2025-09-08.

0001777393-25-000155

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

Current report: 10-Q

Period ended 2025-10-31; filed 2025-12-05.

0001777393-25-000193

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 122 previous paragraphs and 126 current paragraphs.

83 unchanged; 35 reworded; 6 added; 3 removed; 1 previous and 2 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 (6)

Current report

On November 14, 2025, ChargePoint entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with certain holders of its outstanding 2028 Convertible Notes (as defined below and described in Part I, Item 1, Note 6, Debtin the notes to condensed consolidated financial statements in this Quarterly Report). Pursuant to the Exchange Agreement, the Company exchanged $328.6 million in capitalized principal amount of the 2028 Convertible Notes for the following consideration (the “Exchange Transaction”): (i) $186.5 million in aggregate principal amount under a new Credit and Security Agreement (the “2025 Credit Agreement”), (ii) $25.0 million in cash, and (iii) warrants to purchase up to 1,671,000 shares of the Company’s common stock at an exercise price of $25.00 per share (the “2025 Warrants”). ChargePoint did not receive any cash proceeds from the Exchange Transaction. Following the consummation of the Exchange Transaction, $11.3 million in capitalized principal amount of 2028 Convertible Notes remains outstanding.

Current report

For more information about the Exchange Transaction, 2025 Credit Agreement, the 2025 Warrants and termination of the Former Credit Agreement, see Part I, Item 1, Note 13, Subsequent Events in the notes to condensed consolidated financial statements in this Quarterly Report.

Current report

Cost of Networked Charging Systems revenue decreased during the three months ended October 31, 2025 compared to the three months ended October 31, 2024 primarily due to lower costs of products shipped.

Current report

Research and development expenses decreased during the three months ended October 31, 2025 compared to the three months ended October 31, 2024 primarily due to the Company’s reorganization plans undertaken in the prior period and cost reduction measures in the current period resulting in a decrease in personnel expenses.

Current report

Other Income (expense), net did not materially change during the three months ended October 31, 2025 as compared to the three months ended October 31, 2024.
Removed paragraphs (3)

Previous 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.

Previous 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.

Previous report

Other expense did not materially change during the three months ended July 31, 2025 as compared to the three months ended July 31, 2024.
Reworded paragraphs (35)

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 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).

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 October 31, 2025, ChargePoint had an accumulated deficit of $2,067.2 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

Direct Current (“DC”) chargers for fast urban charging, corridor or long-trip charging and fleet applications. ChargePoint intends to expand its market share over time in its product categories, leveraging the network effect of its products and ChargePoint Platform. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. Historically, ChargePoint has sold its Networked Charging Systems and charger management system (“CMS” or “CMS Services”) as an integrated “full-stack” offering, providing its customers with a sole-source solution for their EV charging needs, especially in the United States. Recently, ChargePoint has seen an increase in the frequency of customers seeking to disaggregate their networked charging solutions and to implement independent hardware and charging management software solutions, particularly for national or global commercial retailers and large fleet operators. While ChargePoint enables Networked Charging System owners to choose ChargePoint’s CMS Services and select their choice of third-party hardware, there is no guarantee that this distributed sales model will be successful. If ChargePoint’s market share decreases due to increased competition, or if ChargePoint is unable to compete with a disaggregated EV charging solutions sales model, its financial condition and results of operations may be materially and adversely impacted. Furthermore, ChargePoint’s success could be negatively impacted if consumers and businesses choose other types of alternative fuel vehicles or high fuel-economy gasoline powered vehicles.

Current wording

ChargePoint is currently a market leader in North America in commercial Level 2 Alternating Current (“AC”) charging. ChargePoint also offers AC chargers for use at home or multifamily settings and for fleet applications, and high-power Level 3 Direct Current (“DC”) chargers for fast urban charging, corridor or long-trip charging and fleet applications. ChargePoint intends to expand its market share over time in its product categories, leveraging the network effect of its products and ChargePoint Platform. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. Historically, ChargePoint has sold its Networked Charging Systems and charger management system (“CMS” or “CMS Services”) as an integrated “full-stack” offering, providing its customers with a sole-source solution for their EV charging needs, especially in the United States. Recently, ChargePoint has seen an increase in the frequency of customers seeking to disaggregate their networked charging solutions and to implement independent hardware and charging management software solutions, particularly for national or global commercial retailers and large fleet operators. While ChargePoint enables Networked Charging System owners to choose ChargePoint’s CMS Services and select their choice of third-party hardware, there is no guarantee that this distributed sales model will be successful. If ChargePoint’s market share decreases due to increased competition, or if ChargePoint is unable to compete with a disaggregated EV charging solutions sales model, its financial condition and results of operations may be materially and adversely impacted. Furthermore, ChargePoint’s success could be negatively impacted if consumers and businesses choose other types of alternative fuel vehicles or high fuel-economy gasoline powered vehicles.

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. 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.

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. FHWA has since approved the state plans and states are moving forward with their NEVI programs. Separately, the One Big Beautiful Bill Act was signed into law 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. 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

Networked Charging Systems revenue includes the deliveries of EV charging system infrastructure, which include a range of AC products for use in residential, commercial and fleet applications, and DC, or fast-charge products for use in commercial and fleet applications, as well as fees received for transferring regulatory incentives earned for participating in low carbon fuel programs. ChargePoint generally recognizes revenue from sales of Networked Charging Systems upon shipment to distributors, resellers or direct sales customers as these customers obtain title and control over these products. Revenue is adjusted for estimated returns. Revenue from regulatory incentives is recognized when the regulatory incentives are transferred.

Current wording

Networked Charging Systems revenue includes the deliveries of EV charging system infrastructure, which include a range of AC products for use in residential, commercial and fleet applications, and DC, or fast-charge products for use in commercial and fleet applications, as well as fees received for transferring regulatory incentives earned for participating in low carbon fuel programs. ChargePoint generally recognizes revenue from sales of Networked Charging Systems upon shipment to customers, including distributors, resellers or direct sales customers as these customers obtain title and control over these products. Revenue is adjusted for estimated returns. Revenue from regulatory incentives is recognized when the regulatory incentives are transferred.

Previous 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.

Current wording

Networked Charging Systems revenue increased during the three months ended October 31, 2025 compared to the three months ended October 31, 2024 primarily due to higher volume of Networked Charging Systems delivered across ChargePoint’s major product families. Networked Charging Systems revenue decreased during the nine months ended October 31, 2025 compared to the nine months ended October 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 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.

Current wording

Subscriptions revenue increased during the three and nine months ended October 31, 2025 compared to the three and nine months ended October 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

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.

Current wording

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

Previous 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.

Current wording

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

Previous 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.

Current wording

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

Previous 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.

Current wording

Gross profit and gross margin both increased during the three and nine months ended October 31, 2025 compared to the three and nine months ended October 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 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.

Current wording

Research and development expenses decreased during the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024 primarily due to the Company’s reorganization plans undertaken in the prior period and cost reduction measures in the current period resulting in decrease in personnel expenses.

Previous wording

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 wording

Sales and marketing expenses decreased during the three months ended October 31, 2025 compared to the three months ended October 31, 2024 primarily due to a decrease in personnel expenses of $9.5 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 a decrease in bad debt expense of $0.5 million.

Previous wording

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 wording

Sales and marketing expenses decreased during the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024 primarily due to a decrease in personnel expenses of $23.5 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 $4.2 million, and other marketing and sales related expenses of $3.0 million.

Previous 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.

Current wording

General and administrative expenses decreased during the three months ended October 31, 2025 compared to the three months ended October 31, 2024 primarily due to a decrease in personnel expenses of $2.2 million, offset by an increase in non-recurring operating expenses of $1.0 million and other operating expenses of $0.9 million.

Previous wording

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 wording

General and administrative expenses increased during the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024 primarily due to a $15.0 million increase in non-recurring operating expenses and other operating expenses of $3.9 million, offset by a decrease in personnel expenses of $3.7 million.

Previous 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.

Current wording

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

Previous 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.

Current wording

Interest expense decreased during the three and nine months ended October 31, 2025 as compared to the three and nine months ended October 31, 2024. Interest expense is related to interest expense on our 2028 Convertible Notes. 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 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.

Current wording

Other Income (expense), net increased during nine months ended October 31, 2025 as compared to the nine months ended October 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 and six months ended July 31, 2025 as compared to the three and six months ended July 31, 2024.

Current wording

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

Previous 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.

Current wording

As of October 31, 2025, ChargePoint had cash and cash equivalents and restricted cash of $180.9 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

For additional details on the Notes Amendment and the 2028 Convertible Notes refer to Part I, Item 1, Note 6, “Debt,” in ChargePoint’s notes to condensed consolidated financial statements in this Quarterly Report.

Current wording

On November 14, 2025, ChargePoint entered into the Exchange Agreement. Following the consummation of the Exchange Transaction, $11.3 million in capitalized principal amount of 2028 Convertible Notes remains outstanding. For more information about the Exchange Transaction see Part I, Item 1, Note 13, Subsequent Events in the notes to condensed consolidated financial statements in this Quarterly Report. For additional details on the Notes Amendment and the 2028 Convertible Notes refer to Part I, Item 1, Note 6, “Debt,” in ChargePoint’s notes to condensed consolidated financial statements in this Quarterly Report.

Previous wording

On July 27, 2023, ChargePoint entered into a revolving credit agreement by and among the Company as the parent guarantor, ChargePoint, Inc. (the “Borrower”), certain subsidiaries of the Borrower as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Credit Agreement”). The Credit Agreement provides for senior secured revolving credit facility in an initial aggregate principal amount of up to $150.0 million, with a maturity date of January 1, 2027 (the “2027 Revolving Credit Facility”). Pursuant to the Credit Agreement, the Borrower may from time to time arrange for one or more increases in the commitments under the 2027 Revolving Credit Facility in an aggregate principal amount not to exceed $150.0 million, subject to obtaining the consent of the lenders participating in any such increase. In October 2023, the Company entered into an amendment to the Credit Agreement to, among other things, permit the Company to complete the Notes Amendment.

Current wording

On July 27, 2023, ChargePoint entered into a revolving credit agreement by and among the Company as the parent guarantor, ChargePoint, Inc. (the “Borrower”), certain subsidiaries of the Borrower as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Former Credit Agreement”). The Former Credit Agreement provides for senior secured revolving credit facility in an initial aggregate principal amount of up to $150.0 million, with a maturity date of January 1, 2027 (the “2027 Revolving Credit Facility”). Pursuant to the Former Credit Agreement, the Borrower may from time to time arrange for one or more increases in the commitments under the 2027 Revolving Credit Facility in an aggregate principal amount not to exceed $150.0 million, subject to obtaining the consent of the lenders participating in any such increase. In October 2023, the Company entered into an amendment to the Former Credit Agreement to, among other things, permit the Company to complete the Notes Amendment.

Previous wording

As of July 31, 2025, the Borrower had no borrowings outstanding or letters of credit under the 2027 Revolving Credit Facility and, as a result, had a borrowing capacity of up to $150.0 million.

Current wording

As of October 31, 2025, the Borrower had no borrowings outstanding or letters of credit under the 2027 Revolving Credit Facility and, as a result, had a borrowing capacity of up to $150.0 million. The Former Credit Agreement was terminated on November 14, 2025.

Previous wording

For additional details on the 2027 Revolving Credit Facility refer to Part I, Item 1, Note 6, “Debt,” in ChargePoint’s notes to condensed consolidated financial statements in this Quarterly Report.

Current wording

For additional details on the Former Credit Agreement and the 2027 Revolving Credit Facility, refer to Part I, Item 1, Note 6, “Debt,” and Part I, Item 1, Note 13, “Subsequent Events,” in ChargePoint’s notes to condensed consolidated financial statements in this Quarterly Report.

Previous wording

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”).

Current wording

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 (File No. 333-290113) that ChargePoint filed with the SEC on September 8, 2025 (the “2025 Shelf Registration Statement”). Following such time as the 2025 Shelf Registration Statement is declared effective by the SEC, the 2025 Shelf Registration Statement 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.

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 2027 Revolving Credit Facility, 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 equity and debt financing. ChargePoint may borrow funds on terms that may include restrictive covenants, 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

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.

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. 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 2025 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.

Previous 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.

Current wording

During the nine months ended October 31, 2025, net cash used in operating activities was $61.6 million, consisting primarily of a net loss of $175.8 million, change in net operating assets of $15.6 million and total non-cash charges of $98.6 million. The noncash charges consisted primarily of $51.5 million of stock-based compensation expense, $23.1 million of depreciation, amortization, and amortization of deferred contract acquisition costs, $20.1 million of non-cash interest expenses, $5.3 million of reserves and other costs, and $2.7 million of non-cash operating lease cost, offset by $4.1 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 $8.5 million, offset by an increase in deferred revenue of $8.7 million, and decreases in prepaid expenses and other assets of $7.8 million, inventories of $6.3 million, and accounts receivable, net, of $1.3 million.

Previous 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.

Current wording

During the nine months ended October 31, 2024, net cash used in operating activities was $144.3 million, consisting primarily of a net loss of $218.3 million and change in net operating assets of $45.0 million, partially offset by an add back of non-cash charges of $119.0 million. The noncash charges consisted primarily of $61.1 million of stock-based compensation expense, $17.1 million of reserves and other costs, $24.6 million of depreciation, amortization, and amortization of deferred contract acquisition costs, $12.8 million of non-cash interest expenses, $2.7 million of non-cash operating lease cost, and $0.7 million in foreign currency transaction losses. The change in operating assets and liabilities was mainly driven by increases in inventories of $24.2 million and prepaid expenses and other assets of $6.3 million and decrease in accounts payable, operating lease liabilities, and accrued and other liabilities of $26.0 million, offset by decrease in accounts receivable, net, of $6.3 million and an increase in deferred revenue of $5.2 million.

Previous 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.

Current wording

During the nine months ended October 31, 2025, net cash used in investing activities was $3.4 million related to purchases of property and equipment.

Previous 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.

Current wording

During the nine months ended October 31, 2024, net cash used in investing activities was $10.1 million related to purchases of property and equipment.

Previous 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.

Current wording

During the nine months ended October 31, 2025, net cash provided by financing activities was $18.1 million, primarily consisting of proceeds from the issuance of Common Stock under employee equity plans of $2.1 million, net of tax withholding, and change in driver funds and amounts due to customers of $16.1 million.

Previous 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.

Current wording

During the nine months ended October 31, 2024, net cash provided by financing activities was $16.4 million, consisting of proceeds from the issuance of Common Stock under employee equity plans of $7.7 million, net of tax withholdings, change in driver funds and amounts due to customers of $5.7 million, and proceeds from the sale of common stock under the 2022 ATM Facility, net of commissions and fees, of $3.0 million.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

On November 14, 2025, the Former Credit Agreement (as described in Part I, Item 1, Note 6, Debtin the notes to condensed consolidated financial statements in this Quarterly Report) was terminated. The Former Credit Agreement provided for senior secured revolving credit facility in an initial aggregate principal amount of up to $150.0 million, with a maturity date of January 1, 2027.

Current report — wording carried from elsewhere

Other revenue decreased during the three and nine months ended October 31, 2025 compared to the three and nine months ended October 31, 2024 due to lower transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by ChargePoint’s customers .
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

ChargePoint is currently a market leader in North America in commercial Level 2 Alternating Current (“AC”) charging. ChargePoint also offers AC chargers for use at home or multifamily settings and for fleet applications, and high-power Level 3