ChargePoint Holdings Inc.

04/02/2026 | Press release | Distributed by Public on 04/02/2026 15:04

Annual Report for Fiscal Year Ending January 31, 2026 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information which ChargePoint's management believes is relevant to an assessment and understanding of ChargePoint's consolidated results of operations and financial condition. ChargePoint's fiscal year ends on January 31. References to fiscal years 2026, 2025, and 2024, relate to the fiscal years ended January 31, 2026, January 31, 2025, and January 31, 2024, respectively. This section of this Form 10-K discusses fiscal year 2026 and 2025 items and year-to-year comparisons between fiscal year 2026 and 2025. Discussions of fiscal year 2024 items and year-over-year comparisons between fiscal year 2025 and fiscal year 2024 are not included in this Form 10-K, and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Annual Report on Form 10-K filed on March 28, 2025. The discussion should be read together with the consolidated financial statements and related notes that are included elsewhere in this Annual Report on Form 10-K. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. ChargePoint's actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" included under Part I, Item 1A.
Overview
ChargePoint designs, develops and markets networked electric vehicle ("EV") charging system infrastructure ("Networked Charging Systems") connected through cloud-based services (the "ChargePoint Platform") which (i) enable charging systems owners, charge point operators ("CPOs") or hosts, to manage their Networked Charging Systems, and (ii) enable drivers to locate, reserve and
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authenticate Networked Charging Systems and to transact EV charging sessions on those systems. ChargePoint's Networked Charging Systems, subscriptions and other offerings provide an open platform that integrates with system hardware from ChargePoint and other manufacturers, connecting systems over an intelligent network that provides real-time information about charging sessions and full control, support and management of the Networked Charging Systems. This network provides multiple web-based portals for charging system owners, fleet managers, drivers and utilities.
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.
ChargePoint targets three key verticals: commercial, fleet and residential. Commercial customers have parking places largely within their workplaces and include retail, hospitality, healthcare, fueling and convenience and parking lot operators. Fleet includes municipal buses, delivery and work vehicles, port/airport/warehouse and other industrial applications, ride-sharing services, and is expected to eventually include autonomous transportation. Residential includes single family homes and multifamily residences.
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 January 31, 2026 and 2025, ChargePoint had an accumulated deficit of $2,111.6 million and $1,891.4 million, respectively. 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 Facility (as defined in Note 8, Common Stock).
Key Factors Affecting Operating Results
ChargePoint believes its performance and future success depend on several factors that present significant opportunities for it but also pose risks and challenges, including those discussed below:
Growth in EV Adoption
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.
Macroeconomic Trends
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.
In February 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA"). The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments. Following the Supreme Court's decision, the U.S. federal government announced its intention to implement new tariffs and surcharges of up to 15% on imports from many of the same countries previously subject to IEEPA under separate authority, including Section 122 of the Trade Act of 1974. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs and surcharges, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on ChargePoint's business. ChargePoint continues to monitor and evaluate these
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developments and assess their potential impact on ChargePoint's business, financial condition, and results of operations. Trade restrictions and increased tariffs between the United States and countries like China, Mexico and Canada may result in adverse economic conditions, increase the costs of goods sold and result in a recession or the threat of a recession.
In addition, the United States automotive manufacture industry is particularly sensitive to the impact of disruptions in supply chains as the result of geopolitical conflicts and tariffs on the increased costs of manufacturing and selling vehicles, which may result in substantial increases to the cost of vehicles to consumers, including EVs. Because ChargePoint is substantially reliant on the increased adoption and sales of new EVs, if there is any downturn in the sales of EVs or consumers reduce their purchases of new EVs, either because the vehicles are more expensive or as the result of a general downturn in the overall economy as the result of the conflicts in the Middle East and additional tariffs, ChargePoint's customers may reduce their need for EV infrastructure development and ChargePoint's business, financial results and results of operations may be harmed.
Global economic uncertainty due to other macroeconomic conditions, including inflation, interest rate pressures, disruptions and credit constraints in the financial services industry, labor market disruptions, and related concerns of a potential recession, have impacted customer behavior related to discretionary spending and sentiment and could continue to impact such behaviors in the future. Any resulting decline in the ability or willingness of customers, fleet owners and operators to purchase ChargePoint's products or subscription services could have an adverse impact on ChargePoint's results of operations and financial condition.
Competition
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, 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.
Impact of New Product Releases and Investments in Growth
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.
ChargePoint intends to use third-party contract manufacturers and design partners for targeted new research and development initiatives with the goals of controlling development costs and decreasing operating expenses. ChargePoint believes such partnerships will allow it to better manage research and development expenses, improve the speed and quality of new product development and increase its efficiencies by leveraging the design talent and supply chains of these partners. Implementing third-party design partners for new research and development initiatives will require sophisticated oversight, quality programs and cost-control initiatives. If ChargePoint is not successful in its use of third-party contract manufacturers and design partners for new product development its financial conditions, gross margins and results of operations could be materially and adversely affected.
Government Mandates, Incentives and Programs
The U.S. federal government, certain foreign governments and some state and local governments provide incentives to end users and purchasers of EVs and EV infrastructure in the form of rebates, tax credits and other financial incentives. The U.S. federal government, and some foreign and state governments, have proposed changing or ending these incentives. These proposals create
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uncertainty and if adopted and implemented may have a material adverse impact on the EV market, which benefits from these financial incentives to significantly lower the effective price of EVs and EV charging stations to customers.
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.
Results of Operations and Its Components
Financial results for the year ended January 31, 2026 in this report differ from those included in our earnings release issued on March 4, 2026 in that Debt, current was overstated by $1.9 million and Debt, noncurrent was understated by the same amount in the Preliminary Condensed Consolidated Balance Sheet as of January 31, 2026 that we identified subsequent to the issuance of our earnings release. For more information related to the 2025 Senior Loan, refer to Note 6, Debt, in the notes to the consolidated financial statements included in this Annual Report.
Revenue
Networked Charging Systems
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.
Subscriptions
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.
In some instances, CPaaS subscriptions are considered for accounting purposes to contain a lease for the customer's use of ChargePoint's owned and operated Networked Charging Systems unless the location allows the customer to receive incremental economic benefit from regulatory credits earned on that EV charging system. Lessor revenue relates to operating leases and historically has not been material. Subscriptions revenue is generally recognized over time on a straight-line basis as ChargePoint has an ongoing obligation to deliver such services to the customer.
Other
Other revenue consists of charging related fees received from drivers using charging sites owned and operated by ChargePoint, net transaction fees earned for processing payments collected on driver charging sessions at charging sites owned by its customers, and other professional services. Revenue from driver charging sessions and charging transaction fees is recognized when the charging session or transaction is completed. Revenue from fees for owned and operated sites is recognized over time on a straight-line basis over the performance period of the service contract as ChargePoint has an ongoing obligation to deliver such services. Revenue from professional services is recognized as the services are rendered.
ChargePoint has seen its revenue fluctuate based on market demand and other factors, and expects this variability of growth in Networked Charging Systems revenue to continue in the near term. In the long term, it expects revenue to grow in both Networked Charging Systems and subscriptions due to increased demand in EVs and the related charging infrastructure market.
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For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Networked Charging Systems $ 216,514 $ 234,802 $ 360,822 $ (18,288) (7.8) % $ (126,020) (34.9) %
Percentage of total revenue 52.7 % 56.3 % 71.2 %
Networked Charging Systems revenue decreased for the fiscal year ended January 31, 2026 compared to the fiscal year ended January 31, 2025, primarily due to lower volume of Networked Charging Systems delivered across ChargePoint's major product families.
For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Subscriptions $ 162,387 $ 144,325 $ 120,445 $ 18,062 12.5 % $ 23,880 19.8 %
Percentage of total revenue 39.5 % 34.6 % 23.8 %
Subscriptions revenue increased for the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to the growth in the number of ChargePoint Platform subscriptions and Assure subscriptions for Networked Charging Systems connected to ChargePoint's network.
For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Other revenue $ 32,323 $ 37,956 $ 25,372 $ (5,633) (14.8) % $ 12,584 49.6 %
Percentage of total revenue 7.9 % 9.1 % 5.0 %
Other revenue decreased for the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to one-time service revenues, lower collections on driver charging sessions due to unpaid charging sessions and fraudulent activities related to charging payment services. .
Cost of Revenue
Networked Charging Systems
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.
Subscriptions
Cost of Subscriptions revenue includes salaries and related personnel expenses, including stock-based compensation and third-party support costs to manage the systems and helpdesk services for drivers and site hosts, network and wireless connectivity costs for subscription services, field costs for Assure, depreciation of owned and operated systems used in CPaaS arrangements, allocated facilities and information technology expenses.
Other
Cost of other revenue includes depreciation and other costs for ChargePoint's owned and operated charging sites, charging related processing charges, salaries and related personnel expenses, including stock-based compensation, as well as costs of professional services.
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For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Cost of Networked Charging Systems revenue $ 199,668 $ 223,351 $ 386,149 $ (23,683) (10.6) % $ (162,798) (42.2) %
Percentage of total revenue 48.6 % 53.6 % 76.2 %
Cost of Networked Charging Systems revenue decreased during the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to a year-over-year decline in the number of Networked Charging Systems delivered.
For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Cost of Subscriptions revenue $ 61,875 $ 71,218 $ 73,595 $ (9,343) (13.1) % $ (2,377) (3.2) %
Percentage of total revenue 15.0 % 17.1 % 14.5 %
Cost of subscriptions revenue decreased for the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to a decrease in Assure related hardware costs.
For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Cost of Other Revenue $ 24,079 $ 21,833 $ 16,777 $ 2,246 10.3 % $ 5,056 30.1 %
Percentage of total revenue 5.9 % 5.2 % 3.3 %
Cost of other revenue increased for the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to higher driver-related processing costs on Networked Charging Systems.
Gross Profit and Gross Margin
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; its efforts to optimize its operations and supply chain and purchase price variances.
In the long term, improvements in ChargePoint's gross profit and gross margin will depend on its ability to continue to optimize its operations, inventory 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.
For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Gross Profit $ 125,602 $ 100,681 $ 30,118 $ 24,921 24.8 % $ 70,563 234.3 %
Gross Margin 30.5 % 24.1 % 5.9 %
Gross profit and gross margin increased for the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to an increase in subscription revenue growth as a percentage of total revenue and improvement in subscription margins.
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Research and Development Expenses
Research and development expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, for personnel related to the development of improvements and expanded features for ChargePoint's products and services, including in quality assurance, testing, product management, and allocated facilities and information technology expenses. Research and development costs also include prototype and testing cost, professional services and consulting, and are expensed as incurred.
ChargePoint expects its research and development expenses to decrease as a percentage of revenue as it continues to optimize its research and development activities for its technology and product roadmap.
For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Research and Development Expenses $ 139,272 $ 141,276 $ 220,781 $ (2,004) (1.4) % $ (79,505) (36.0) %
Percentage of total revenue 33.9 % 33.9 % 43.6 %
Research and development expenses decreased during the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to a $5.1 million decrease in payroll related expenses and a $5.9 million decrease in stock-based compensation expenses, offset by a $7.3 million increase in engineering materials and services costs, and a $2.1 million increase in consulting expenses.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, sales commissions, professional services fees, travel, marketing and promotional expenses, bad debt expenses, and allocated facilities and information technology expenses.
ChargePoint expects its sales and marketing expenses to decrease as a percentage of revenue as it continues to optimize its sales and marketing activities while expanding sales.
For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Sales and marketing expenses $ 100,720 $ 130,890 $ 150,186 $ (30,170) (23.0) % $ (19,296) (12.8) %
Percentage of total revenue 24.5 % 31.4 % 29.6 %
Sales and marketing expenses decreased during the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to a decrease in payroll related expenses of $17.0 million, decrease in stock-based compensation expenses of $4.8 million, and a decrease in other marketing related expenses of $8.4 million.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related personnel expenses, including stock-based compensation, related to finance, legal and human resource functions, contractor and professional services fees, audit and compliance expenses, insurance costs, and general corporate expenses, including allocated facilities and information technology expenses.
ChargePoint expects its general and administrative expenses to decrease as a percentage of revenue as it continues to optimize its operations.
For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
General and administrative expenses $ 95,748 $ 81,514 $ 109,102 $ 14,234 17.5 % $ (27,588) (25.3) %
Percentage of total revenue 23.3 % 19.5 % 21.5 %
General and administrative expenses increased during the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025, primarily due to an increase in non-recurring transactions relating to mainly litigation and settlement costs of $13.6
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million and increase in facilities related and other expenses of $3.1 million, offset by a decrease in payroll related expenses of $2.4 million.
Gain on Debt Exchange
For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Gain on debt exchange $ 11,223 $ - $ - $ 11,223 n.m.* $ - n.m.*
Percentage of total revenue 2.7 % - % - %
* not meaningful
ChargePoint recognized a gain on debt exchange of $11.2 million during the year ended January 31, 2026, representing the gain resulting from the Exchange Transaction (as described below). See Note 6. Debtin Part II, Item 8 in the notes to consolidated financial statements included in this Annual Report.
Interest Income
Interest income consists primarily of interest earned on ChargePoint's cash, cash equivalents and short-term investments.
For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Interest income $ 4,488 $ 8,347 $ 9,603 $ (3,859) (46.2) % $ (1,256) (13.1)%
Percentage of total revenue 1.1 % 2.0 % 1.9 %
Interest income decreased $3.9 million during fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025, primarily due to lower balances of interest-bearing investments.
Interest Expense
Interest expense consists primarily of the interest on ChargePoint's 2028 Convertible Notes that were originally issued in April 2022, and amended in October 2023, which are described more completely below in Liquidity and Capital Resources.
For the Year Ended January 31, Change
2026 2025 2024
2026 vs 2025
2025 vs 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Interest expense $ (23,860) $ (24,653) $ (16,273) $ 793 (3.2) % $ (8,380) 51.5 %
Percentage of total revenue (5.8) % (5.9) % (3.2) %
Interest expense decreased during the fiscal year ended January 31, 2026 compared to fiscal year ended January 31, 2025 primarily due to a decrease in outstanding debt as a result of the debt Exchange Transaction. For more information, see Note 6, Debt, in Part II, Item 8 in the notes to consolidated financial statements included in this Annual Report.
Other Income (Expense), Net
Other income (expense), net consists primarily of foreign currency transaction gains and losses.
For the Year Ended January 31,
Change
2026 2025 2024
2026 to 2025
2025 to 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Other income (expense), net $ 2,138 $ (3,389) $ (1,009) $ 5,527 n.m.* $ (2,380) n.m.*
Percentage of total revenue 0.5 % (0.8) % (0.2) %
* not meaningful
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Other income, net increased during the fiscal year ended January 31, 2026 as compared to the fiscal year ended January 31, 2025 due to favorable changes in foreign exchange rates.
Provision for (Benefit from) Income Taxes
ChargePoint's provision for income taxes consists of federal, state and foreign income taxes based on enacted federal, state and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law. Due to the level of historical losses, ChargePoint maintains a valuation allowance against U.S. federal and state deferred tax assets as it has concluded it is more likely than not that these deferred tax assets will not be realized.
For the Year Ended January 31,
Change
2026 2025 2024
2026 to 2025
2025 to 2024
(dollar amounts in thousands, except percentages) Change
($)
Change
(%)
Change
($)
Change
(%)
Provision for (benefit from) income taxes $ 4,048 $ 4,372 $ (21) $ (324) n.m.* $ 4,393 n.m.*
Percentage of loss before provision for income taxes (1.9) % (1.6) % - %
* not meaningful
The provision for income taxes did not materially fluctuate during the fiscal year ended January 31, 2026 as compared to fiscal year ended January 31, 2025.
Liquidity and Capital Resources
Sources of Liquidity
ChargePoint's primary sources of liquidity are its cash and cash equivalents, cash generated from sales to customers, and debt financing.
ChargePoint's primary requirements for liquidity and capital are to finance working capital, inventory management, capital expenditures and general corporate purposes. ChargePoint expects these needs to continue as ChargePoint develops and grows its business. ChargePoint has incurred net losses and negative cash flows from operations since its inception, which it anticipates will continue for the foreseeable future.
As of January 31, 2026 and 2025, ChargePoint had cash and cash equivalents and restricted cash of $142.0 million and $225.0 million, respectively. 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.
2025 Credit Agreement
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, Debtin Part II, Item 8, in the notes to the consolidated financial statements in this Annual Report.
2027 Revolving Credit Facility
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, Debtin Part II, Item 8, in the notes to the consolidated financial statements in this Annual Report.
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2028 Convertible Notes
In April 2022, ChargePoint completed a private placement of $300.0 million aggregate principal amount of convertible notes, with an original maturity date of April 1, 2027 (the "Original Convertible Notes"). In October 2023, ChargePoint completed an amendment to the indenture for the Original Convertible Notes (the "Notes Amendment") pursuant to which the Cash Interest and PIK Interest (as described below) were increased and the maturity date for the Original Convertible Note was extended to April 1, 2028 (the "2028 Convertible Notes"). The net proceeds from the original sale of the 2028 Convertible Notes were approximately $294.0 million after deducting initial purchaser discounts and commissions and the Company's offering expenses.
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.
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, Debtin Part II, Item 8, in the notes to the consolidated financial statements in this Annual Report.
Shelf Registrations and ATM Facilities
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.
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 twelve months ended January 31, 2026, there were no material sales of the Company's Common Stock pursuant to the 2025 ATM Facility.
Long-Term Liquidity Requirements
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.
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.
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,
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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.
If ChargePoint requires additional financing, it may not be able to raise such financing on acceptable terms or at all, particularly if certain unfavorable economic and market conditions persist or worsen and a potential recession or other economic downturn would intensify these risks. If ChargePoint is unable to raise additional capital or generate cash flows necessary to optimize its operations and invest in continued innovation, it may not be able to compete successfully, which would harm its business, results of operations and financial condition. If adequate funds are not available, ChargePoint may need to reconsider its plans or limit its research, development and sales activities, which could have a material adverse impact on its business prospects and results of operations.
Cash Flows
For the Fiscal Years Ended January 31, 2026, 2025 and 2024
The following table sets forth a summary of ChargePoint's cash flows for the periods indicated:
Year Ended January 31,
2026 2025 2024
(in thousands)
Net cash (used in) provided by:
Operating activities $ (62,835) $ (146,947) $ (328,941)
Investing activities (4,165) (12,073) 85,576
Financing activities (20,003) 28,538 306,524
Effects of exchange rates on cash, cash equivalents, and restricted cash 3,996 (2,357) 89
Net increase (decrease) in cash, cash equivalents and restricted cash $ (83,007) $ (132,839) $ 63,248
Net Cash Used in Operating Activities
During the year ended January 31, 2026, net cash used in operating activities was $62.8 million, consisting primarily of a net loss of $220.2 million, adjusted for a net cash inflow of $48.4 million from changes in operating assets and liabilities and non-cash charges of $108.9 million. The non-cash charges consisted primarily of $64.7 million of stock-based compensation expense, $30.4 million of depreciation and amortization expenses, and amortization of deferred contract acquisition costs, $5.2 million of reserves and other costs, $3.6 million of non-cash operating lease costs, and $20.1 million non-cash interest expenses, offset by $11.2 million gain on debt exchange and $3.7 million foreign currency transaction gain. 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 $7.9 million, a decrease in accounts receivable, net, of $12.9 million, a decrease in prepaid expenses and other assets of $13.1 million, an increase in deferred revenue of $7.4 million, and a decrease in inventory of $7.2 million.
During the year ended January 31, 2025, net cash used in operating activities was $146.9 million, consisting primarily of a net loss of $277.1 million, and a decrease in net operating assets of $20.1 million, partially offset by non-cash charges of $150.2 million. The non-cash charges consisted primarily of $75.7 million of stock-based compensation expense, $32.4 million of depreciation and amortization expenses, and amortization of deferred contract acquisition costs, $26.9 million of reserves and other costs, $9.1 million non-cash interest expenses, $3.5 million of non-cash operating lease costs, and foreign currency transaction loss of $2.6 million. 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 $31.9 million and an increase in inventory of $17.0 million, partially offset by a decrease in accounts receivable, net, of $17.4 million, an increase in deferred revenue of $9.2 million and a decrease in prepaid expenses and other assets of $2.3 million.
Net Cash Used In Investing Activities
During the year ended January 31, 2026, net cash used in investing activities was $4.2 million due to purchases of property and equipment.
During the year ended January 31, 2025, net cash used in investing activities was $12.1 million due to purchases of property and equipment.
Net Cash (Used In) Provided by Financing Activities
During the year ended January 31, 2026, net cash used in financing activities was $20.0 million, consisting of repayment of borrowings of $39.7 million and $4.6 million of debt issuance costs relating to the 2025 Senior Loan, partially offset by change in driver funds and amounts due to customers of $22.5 million and proceeds from the issuance of Common Stock under employee equity plans, net of tax withholdings, of $1.9 million.
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During the year ended January 31, 2025, net cash provided by financing activities was $28.5 million, consisting of proceeds from the sale of Common Stock under the 2022 ATM Facility, net of commission and fees, of $10.2 million, change in driver funds and amounts due to customers of $7.8 million, and proceeds from the issuance of Common Stock under employee equity plans, net of tax withholdings, of $10.5 million.
Off-Balance Sheet Arrangements
ChargePoint is not a party to any off-balance sheet arrangements.
Contractual Obligations and Commitments
ChargePoint's material cash requirements include the following contractual obligations and commitments as of January 31, 2026. For more information regarding ChargePoint's other contractual obligations, refer to Note 7, Commitments and Contingencies, Part II, Item 8, in the notes to the consolidated financial statements included elsewhere in this Annual Report.
Operating Lease Obligations
ChargePoint has operating lease obligations for office spaces and data centers. As of January 31, 2026, ChargePoint had lease payment obligations of $17.6 million, with $5.8 million payable within twelve months.
Purchase Commitments
From time to time in the ordinary course of business, ChargePoint enters into agreements with vendors for the purchase of components and raw materials. However, due to contractual terms and variability in production levels, and opportunities to renegotiate pricing, ChargePoint generally does not have long-term binding and enforceable purchase orders under such contracts, and the timing and magnitude of purchase orders beyond such period is difficult to accurately project.
Critical Accounting Policies and Estimates
The Company's discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires ChargePoint to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, cost of revenue and expenses. The Company evaluates its estimates and assumptions on an ongoing basis, and bases its estimates on historical experience and on various other assumptions that ChargePoint believes to be reasonable under the circumstances, the results of which form the basis for the judgments ChargePoint makes about the carrying value of assets and liabilities that are not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from these estimates. Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond ChargePoint's control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material impact on ChargePoint's results of operations, financial position and statement of cash flows.
While ChargePoint's significant accounting policies are described in more detail in Note 2, Summary of Significant Accounting Policies, in Part II, Item 8 in the consolidated financial statements included in this Annual Report, it believes the following accounting policies and estimates to be most critical to the preparation of its consolidated financial statements.
Revenue Recognition
ChargePoint recognizes revenue using the five-step model in determining revenue recognition: (a) identification of the contract, or contracts, with a customer; (b) identification of the performance obligations in the contract; (c) determination of the transaction price; (d) allocation of the transaction price to the performance obligations in the contract; and (e) recognition of revenue when, or as, it satisfies a performance obligation.
ChargePoint enters into contracts with customers that regularly include promises to transfer multiple products and services, such as Networked Charging Systems, software subscriptions, extended maintenance, and professional services. For arrangements with multiple products and services, ChargePoint evaluates whether the individual products and services qualify as distinct performance obligations. In ChargePoint's assessment of whether products and services are a distinct performance obligation, it determines whether the customer can benefit from the product or service on its own or with other readily available resources and whether the service is separately identifiable from other products or services in the contract. This evaluation requires ChargePoint to assess the nature of each of its Networked Charging Systems, subscriptions and other offerings and how they are provided in the context of the contract, including whether they are significantly integrated which may require judgment based on the facts and circumstances of the contract.
The transaction price for each contract is determined based on the amount ChargePoint expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on
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historical evidence of collectability of fees ChargePoint charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities, or driver fees, which are collected on behalf of customers who offer public charging for a fee.
When agreements involve multiple distinct performance obligations, ChargePoint accounts for individual performance obligations separately. ChargePoint applies significant judgment in identifying and accounting for each performance obligation as a result of evaluating terms and conditions in contracts. The transaction price is allocated to the separate performance obligations on a relative standalone selling price ("SSP") basis. ChargePoint determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices and its overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on a stand-alone basis, ChargePoint estimates the SSP using the residual approach.
Areas of Judgment and Estimates
Determining whether the Networked Charging Systems, ChargePoint Platform, Assure and professional services are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment. In reaching its conclusion, ChargePoint assesses the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, which may require judgment based on the facts and circumstances of the contract.
Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgment. ChargePoint determines SSP using observable pricing when available, which takes into consideration market conditions and customer specific factors while maximizing observable inputs. When observable pricing is not available, ChargePoint applies the residual approach to estimate the SSP. After establishing the SSP, ChargePoint then allocates the transaction price using the relative selling price method.
Inventory
Inventory is stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand. ChargePoint analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. These forecasts of future demand are based upon historical trends and adjusted for overall market conditions. Inventory write-downs are measured as the difference between the cost of the inventory and its net realizable value, and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
Stock-based Compensation
ChargePoint recognizes compensation costs for all stock-based awards, including stock options, restricted stock units ("RSUs"), performance restricted stock units ("PRSUs") and stock purchased under the Company's 2021 Employee Share Purchase Plan ("ESPP"), based on grant date fair value of the award. These estimates involve inherent uncertainties, and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded. For performance-based stock options issued, the value of the award is measured at the grant date as the fair value of the award and is expensed over the requisite service period, using the accelerated attribution method, once the performance condition becomes probable of being achieved. For RSUs, stock-based compensation is measured at the grant date, based on the fair value of the award and is recognized as an expense, net of estimated forfeitures, on a straight-line basis over the requisite service period. For PRSUs with a market condition, the Company uses a Monte Carlo simulation pricing model to incorporate the market condition effects at the grant date to measure the fair value of the award and is expensed over the service period. The Monte Carlo pricing model requires inputs which are subjective and generally requires judgment. For ESPP, stock-based compensation on the grant date is estimated using the Black-Scholes option-pricing model, which requires the use of certain subjective assumptions, including the expected Common Stock price volatility over the term of the award, the expected term of the award, risk-free interest rates, and the expected dividend yield of ChargePoint Common Stock.
Income Taxes
ChargePoint utilizes the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities reflect the estimated future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. ChargePoint makes estimates, assumptions and judgments to determine its provision for its income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. ChargePoint assesses
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the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent it believes that recovery is not likely, it establishes a valuation allowance.
ChargePoint recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits which, have not been material, are recognized within provision for income taxes.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on ChargePoint's consolidated financial statements, see Part II, Item 8, Note 2, Summary of Significant Accounting Policies, of the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information regarding recently issued accounting pronouncements.
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