ChargePoint Holdings, Inc.

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 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).

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 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).

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; 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 (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.

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, 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.

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, such as the ongoing Russia-Ukraine conflict, conflicts in the Middle East involving the United States, Iran, Israel and other Gulf States, 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.

Previous 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.

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 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. At times, customers seek 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,

Previous 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.

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 recent quarters, ChargePoint has maintained elevated levels of inventory, and ChargePoint is also preparing for the introduction of its next generation AC and DC Networked Charging System models, which increases the complexity of inventory management and heightens the risk that certain existing products or components may become excess, obsolete, or subject to inventory write‑downs. 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 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.

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 (“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

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.

Current 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.

Previous 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.

Current 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.

Previous wording

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 .

Current 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.

Previous wording

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 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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..

Previous wording

Interest income consists primarily of interest earned on ChargePoint’s cash, cash equivalents and short-term investments.

Current wording

Interest income consists primarily of interest earned on ChargePoint’s cash and cash equivalents.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous wording

Other income (expense), net consists primarily of gains and losses on foreign currency transactions.

Current wording

Other income (expense), net consists primarily of gains and losses on foreign currency transactions and a one-time gain on loan repayment.

Previous wording

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

Current wording

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

Previous 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.

Current 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.

Previous wording

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 wording

On November 14, 2025, ChargePoint entered into a privately negotiated exchange agreement (the “Exchange Agreement”) with certain holders (the “Exchanging Holders”) of its outstanding 2028 Convertible Notes. Pursuant to the Exchange Agreement, the Company exchanged $328.6 million of aggregate 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 ChargePoint’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. The Exchange Agreement contains customary representations, warranties and covenants of ChargePoint and the Exchanging Holders. For more information about the Exchange Transaction see Note 6, Debt, in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

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 “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.

Current wording

On July 27, 2023, the Company entered into a revolving credit agreement by and among the Company, 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 which provided for a 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”). As of the closing of the 2025 Credit Agreement, ChargePoint had no borrowings outstanding under the 2027 Revolving Credit Facility, and in connection with the consummation of the 2025 Credit Agreement, ChargePoint terminated the 2027 Revolving Credit Facility. For more information about the 2027 Revolving Credit Facility see Note 6, Debt, in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

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 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.

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’s 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 Common Stock.

Previous 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.

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 Note 6, Debt, in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

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 three months ended October 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.

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 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 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.

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 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.

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, 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, 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

For the Nine Months Ended October 31, 2025 and 2024

Current wording

For the Three Months Ended April 30, 2026 and 2025

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.

Previous 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.

Current 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.