What the changes say
- ChargePoint added artificial intelligence compliance, climate reporting, and foreign currency exchange risks to its disclosures.
What changed since the prior 10-K
New
- NewRisks Related to ChargePoint’s Business
ChargePoint’s business, operating efficiency and competitive position may be adversely affected if it does not successfully identify, develop, integrate and deploy artificial intelligence and other advanced automation technologies in a timely, effective and compliant manner
ChargePoint faces competitive and operational risks if it fails to successfully integrate artificial intelligence and automation technologies into its platform and internal processes.
- NewRisks Related to ChargePoint’s Technology, Intellectual Property and Infrastructure
Systems component failures or replacement parts, as well as charging station performance and reliability issues that may arise from time to time
Component failures, warranty obligations under the Assure program, and international support challenges could harm ChargePoint's network reliability.
- NewFinancial, Tax and Accounting-Related Risks
If ChargePoint fails to maintain an effective system of internal controls, its ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
Inadequate internal controls could impair ChargePoint's ability to produce timely and accurate financial statements under Sarbanes-Oxley and NYSE rules.
- NewFinancial, Tax and Accounting-Related Risks
ChargePoint faces exposure to foreign currency exchange rate fluctuations which could have a material and adverse effect on its results of operations
Fluctuations in foreign currency exchange rates relative to the U.S. Dollar, particularly for the British Pound, Euro, Canadian Dollar, and Indian Rupee, could impact financial results.
- NewFinancial, Tax and Accounting-Related Risks
Impairment of goodwill may require ChargePoint to record a significant charge to earnings
Declines in stock price, market capitalization, or growth rates could require ChargePoint to record significant goodwill and intangible asset impairment charges.
- NewRisks Related to Legal Matters and Regulations
ChargePoint’s business faces increasing regulation and disclosure obligations related to environmental, social and governance issues, including supply chain management, climate change, safety, diversity and inclusion, workplace conduct, and human rights
ChargePoint faces new environmental and social disclosure regulations, including California's SB 253 and SB 261, and the EU's Corporate Sustainability Reporting Directive.
- NewRisks Related to Ownership of ChargePoint’s Securities
Registration Statement, any Interest Shares issued under the 2025 Credit Agreement, or in connection with an acquisition, or the perception that such sales could occur, may adversely affect prevailing market prices of ChargePoint’s Common Stock
Future sales or the perception of sales of common stock under registration statements or the 2025 Credit Agreement could depress market prices.
- NewRisks Related to Ownership of ChargePoint’s Securities
Servicing the 2025 Senior Loan and 2028 Convertible Note obligations will require a significant amount of cash
Servicing the 2025 Senior Loan at a 12.00% fixed interest rate and the 2028 Convertible Notes requires significant cash.
- NewRisks Related to Ownership of ChargePoint’s Securities
ChargePoint recently completed a reverse stock split of its shares of Common Stock, which could adversely affect the market price and liquidity of ChargePoint’s Common Stock due to the reduced number of shares outstanding and could potentially have an antitakeover effect
ChargePoint completed a 1-for-20 reverse stock split to regain compliance with NYSE minimum bid price criteria after its stock fell below $1.00.
Dropped
- Dropped
“2028 Convertible Notes”) will, and any additional capital raised through the sale of equity or any future convertible securities ChargePoint may issue could, dilute existing stockholders’ ownership
- DroppedRisks Related to ChargePoint’s Business
revenue for ChargePoint which may adversely affect its gross margins and could materially adversely affect ChargePoint’s business and results of operations
Dilution from convertible notes and restrictions under the 2027 Revolving Credit Facility.
- DroppedRisks Related to ChargePoint’s Business
Some members of ChargePoint’s management have limited experience in operating a public company
- DroppedRisks Related to ChargePoint’s Business
ChargePoint faces risks related to global epidemics and health pandemics which could have a material and adverse effect on its business and results of operations
- DroppedRisks Related to ChargePoint’s Business
other security incidents, which could result in data breaches, loss or interruption of services, intellectual property theft, claims, litigation, regulatory investigations, significant liability, reputational damage and other adverse consequences
- DroppedRisks Related to ChargePoint’s Business
Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, which could harm ChargePoint’s business
- DroppedRisks Related to ChargePoint’s Business
liabilities under applicable laws and regulations, lead to a loss of protection of its intellectual property or trade secrets and damage its reputation or brand
- DroppedRisks Related to ChargePoint’s Technology, Intellectual Property and Infrastructure
software integration which ChargePoint refers to as “roaming.” In addition, ChargePoint’s software platform enables third-party e-mobility services providers, or “eMSPs”, to build and publish their own proprietary mobility and roaming services for the sale of charging sessions, particularly in Europe
Inventory management risks affecting gross margins.
- DroppedRisks Related to Legal Matters and Regulations
compliance and penalties for non-compliance, and limitations on data collection, use, disclosure and transfer for ChargePoint and its customers
- DroppedRisks Related to Ownership of ChargePoint’s Securities
If ChargePoint fails to regain compliance with the listing standards of the New York Stock Exchange, it could result in the delisting of ChargePoint’s Common Stock and adversely affect the market price and liquidity of ChargePoint’s Common Stock
Reworded
- 91% rewrittenRisks Related to ChargePoint’s Technology, Intellectual Property and Infrastructure
Lack of industry standards for EV station management, coupled with utilities and other large organizations mandating their own adoption of specifications that have not become widely adopted in the industry, may hinder innovation or slow new product or new feature introduction
Updated to specifically name the North American Charging Standard (NACS) adopted by major EV manufacturers.
- 88% rewrittenRisks Related to ChargePoint’s Technology, Intellectual Property and Infrastructure
ChargePoint’s ability to maintain customer satisfaction depends in part on the quality of ChargePoint’s customer support. Failure to maintain high-quality customer support could adversely affect ChargePoint’s reputation, business, results of operations, and financial condition
Replaced generic references with specific terms like Networked Charging Systems and ChargePoint Platform.
- 85% rewrittenRisks Related to ChargePoint’s Business
If ChargePoint is unable to accurately anticipate market demand for its products, ChargePoint may have difficulty managing its production and inventory and ChargePoint's operating results could be harmed
Updated fiscal year figures and net loss figures for the fiscal years ended January 31, 2026, 2025, and 2024.
- 85% rewrittenRisks Related to Ownership of ChargePoint’s Securities
ChargePoint has entered into the 2025 Credit Agreement, which imposes certain restrictions on its business and operations that may affect its ability to operate its business and make payments on its indebtedness
Replaced the 2027 Revolving Credit Facility with the new November 2025 Credit Agreement and $186.5 million 2025 Senior Loan.
Was: ChargePoint has entered into a 2027 Revolving Credit Facility that imposes certain restrictions on its business and operations that may affect its ability to operate its business and make payments on its indebtedness
- 81% rewrittenRisks Related to ChargePoint’s Technology, Intellectual Property and Infrastructure
Misuse of ChargePoint’s Networked Charging Systems and mobile applications, including its online payment methods, could adversely affect ChargePoint’s results of operations, expose it to third-party claims, or increase its exposure to fraud and other risks
Added explicit references to the ChargePoint Platform and European eMSPs building proprietary roaming services.
- 71% rewrittenRisks Related to ChargePoint’s Business
ChargePoint operates in the early-stage market of EV adoption and has a history of losses and negative cash flows from operating activities, and expects to incur significant expenses and continuing losses for the near term
Updated financial loss figures, showing net losses of $220.2 million for fiscal 2026 and an accumulated deficit of $2,111.6 million.
- 59% rewrittenRisks Related to Ownership of ChargePoint’s Securities
The price of ChargePoint’s Common Stock may be subject to wide fluctuations and purchasers of ChargePoint’s Common Stock could incur substantial losses
Retained stock volatility risk factors while adjusting table of content formatting.
- 57% rewrittenRisks Related to Ownership of ChargePoint’s Securities
ChargePoint has incurred substantial indebtedness that may decrease its business flexibility, access to capital, and/or increase its borrowing costs, and ChargePoint may still incur substantially more debt, which may adversely affect its operations and financial results
Replaced old 2027 Revolving Credit Facility debt limits with new 2025 Credit Agreement restrictions and receivables facility caps.
- 55% rewrittenRisks Related to Legal Matters and Regulations
Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect ChargePoint’s business
- 53% rewritten
Summary of Principal Risks Associated with ChargePoint’s Business
- 50% rewrittenRisks Related to Ownership of ChargePoint’s Securities
Warrants are exercisable for ChargePoint’s Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to ChargePoint’s stockholders
- 42% rewrittenRisks Related to ChargePoint’s Business
Adverse economic conditions or reduced spending by ChargePoint’s customers may adversely impact its business
- 41% rewrittenFinancial, Tax and Accounting-Related Risks
ChargePoint incurs significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations
- 33% rewrittenRisks Related to ChargePoint’s Business
ChargePoint relies on a third-party channel partner network of distributors and resellers to generate a substantial amount of its revenue and failure on the part of ChargePoint to continue to develop and expand this network may have an adverse impact on its business and prospects for growth
- 31% rewrittenRisks Related to the EV Market
ChargePoint’s future growth and success is highly dependent upon the continuing adoption of EVs for passenger and fleet applications
- 29% rewrittenRisks Related to ChargePoint’s Business
Failure to effectively expand ChargePoint’s sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its solutions
- 26% rewrittenRisks Related to ChargePoint’s Business
If ChargePoint is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed
- 26% rewrittenRisks Related to the EV Market
Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for ChargePoint’s products and services
- 23% rewrittenRisks Related to ChargePoint’s Business
ChargePoint currently faces intense competition and expects to face significant competition in the future as the market for EV charging develops
- 23% rewrittenRisks Related to ChargePoint’s Business
Supply chain disruptions, component shortages, increased tariffs, manufacturing interruptions or delays could adversely affect ChargePoint’s ability to meet customer demand, lead to higher costs, and adversely affect ChargePoint’s business and results of operations
All 59 risk factors
Headings as the filing states them, in filing order.
Other
- 01Summary of Principal Risks Associated with ChargePoint’s Business53% rewritten
Risks Related to ChargePoint’s Business
- 02ChargePoint operates in the early-stage market of EV adoption and has a history of losses and negative cash flows from operating activities, and expects to incur significant expenses and continuing losses for the near term71% rewritten
- 03ChargePoint operates in a dynamic and rapidly evolving industry. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected
- 04ChargePoint’s success depends on ChargePoint’s ability to improve its financial and operational performance and execute its business strategy
- 05ChargePoint currently faces intense competition and expects to face significant competition in the future as the market for EV charging develops23% rewritten
- 06ChargePoint’s business, operating efficiency and competitive position may be adversely affected if it does not successfully identify, develop, integrate and deploy artificial intelligence and other advanced automation technologies in a timely, effective and compliant mannerNew
- 07If ChargePoint is unable to accurately anticipate market demand for its products, ChargePoint may have difficulty managing its production and inventory and ChargePoint's operating results could be harmed85% rewritten
- 08ChargePoint relies on a third-party channel partner network of distributors and resellers to generate a substantial amount of its revenue and failure on the part of ChargePoint to continue to develop and expand this network may have an adverse impact on its business and prospects for growth33% rewritten
- 09Failure to effectively expand ChargePoint’s sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its solutions29% rewritten
- 10Adverse economic conditions or reduced spending by ChargePoint’s customers may adversely impact its business42% rewritten
- 11Supply chain disruptions, component shortages, increased tariffs, manufacturing interruptions or delays could adversely affect ChargePoint’s ability to meet customer demand, lead to higher costs, and adversely affect ChargePoint’s business and results of operations23% rewritten
- 12ChargePoint relies on a limited number of suppliers and manufacturers for its charging stations. A loss of any of these partners could negatively affect its business
- 13ChargePoint’s business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as ChargePoint expands the scope of such services with other parties
- 14If ChargePoint is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed26% rewritten
- 15ChargePoint has expanded operations internationally, particularly in Europe, which will expose it to additional tax, compliance, market and other risks
- 16ChargePoint’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators
- 17Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt ChargePoint’s business, dilute stockholder value and adversely affect its results of operations and financial condition
- 18Seasonality may cause fluctuations in ChargePoint’s revenue
- 19ChargePoint is susceptible to risks associated with an increased focus by stakeholders and regulators on climate change, which may adversely affect its business and results of operations
Risks Related to the EV Market
- 20ChargePoint’s future growth and success is highly dependent upon the continuing adoption of EVs for passenger and fleet applications31% rewritten
- 21Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for ChargePoint’s products and services26% rewritten
- 22Certain statements ChargePoint makes about estimates of market opportunity and forecasts of market growth may prove to be inaccurate
Risks Related to ChargePoint’s Technology, Intellectual Property and Infrastructure
- 23ChargePoint’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties
- 24ChargePoint may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive
- 25ChargePoint expects to incur research and development costs and devote significant resources to developing new products, which could significantly reduce its profitability and may never result in revenue to ChargePoint
- 26Lack of industry standards for EV station management, coupled with utilities and other large organizations mandating their own adoption of specifications that have not become widely adopted in the industry, may hinder innovation or slow new product or new feature introduction91% rewritten
- 27ChargePoint’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage its reputation with current or prospective customers, and/or expose it to product liability and other claims that could materially and adversely affect its business
- 28Some of ChargePoint’s products contain open-source software, which may pose particular risks to its proprietary software, products and services in a manner that could harm its business
- 29Misuse of ChargePoint’s Networked Charging Systems and mobile applications, including its online payment methods, could adversely affect ChargePoint’s results of operations, expose it to third-party claims, or increase its exposure to fraud and other risks81% rewritten
- 30Interruptions, delays in service or inability to increase capacity, including internationally, at third-party data center facilities could impair the use or functionality of ChargePoint’s subscription services, harm its business and subject it to liability
- 31ChargePoint may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations
- 32ChargePoint’s ability to maintain customer satisfaction depends in part on the quality of ChargePoint’s customer support. Failure to maintain high-quality customer support could adversely affect ChargePoint’s reputation, business, results of operations, and financial condition88% rewritten
- 33Systems component failures or replacement parts, as well as charging station performance and reliability issues that may arise from time to timeNew
- 34ChargePoint’s business will depend on customers renewing their services subscriptions. If customers do not continue to use its subscription offerings or if they fail to add more stations, its business and operating results will be adversely affected
- 35Changes in subscriptions or pricing models may not be reflected in near-term operating results
Financial, Tax and Accounting-Related Risks
- 36If ChargePoint fails to maintain an effective system of internal controls, its ability to produce timely and accurate financial statements or comply with applicable regulations could be impairedNew
- 37ChargePoint’s financial condition and results of operations have fluctuated in the past and may continue to fluctuate in the future due to a variety of factors, many of which are beyond its control
- 38Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect ChargePoint’s business and future profitability
- 39ChargePoint’s reported financial results may be negatively impacted by changes in U.S. GAAP
- 40ChargePoint faces exposure to foreign currency exchange rate fluctuations which could have a material and adverse effect on its results of operationsNew
- 41Impairment of goodwill may require ChargePoint to record a significant charge to earningsNew
- 42ChargePoint incurs significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations41% rewritten
Risks Related to Legal Matters and Regulations
- 43ChargePoint may be subject to various types of litigation, and its insurance may not be sufficient to cover damages related to those claims
- 44Privacy concerns and laws, or other domestic or foreign regulations, may adversely affect ChargePoint’s business55% rewritten
- 45ChargePoint’s business faces increasing regulation and disclosure obligations related to environmental, social and governance issues, including supply chain management, climate change, safety, diversity and inclusion, workplace conduct, and human rightsNew
- 46As a result of ChargePoint’s U.S. and international operations, it is subject to a variety of anti-corruption and anti-money laundering laws and regulations, and may face penalties and other adverse consequences for violations if it fails to meet the applicable legal and regulatory requirements
- 47ChargePoint is subject to governmental export controls and economic sanctions laws that could impair its ability to compete in international markets and subject ChargePoint to liability if it is not in full compliance with applicable laws
Risks Related to Ownership of ChargePoint’s Securities
- 48Registration Statement, any Interest Shares issued under the 2025 Credit Agreement, or in connection with an acquisition, or the perception that such sales could occur, may adversely affect prevailing market prices of ChargePoint’s Common StockNew
- 49ChargePoint has entered into the 2025 Credit Agreement, which imposes certain restrictions on its business and operations that may affect its ability to operate its business and make payments on its indebtedness85% rewritten
- 50ChargePoint may need to raise additional funds to support its operations and these funds may not be available when needed or may not be available on terms that are favorable to ChargePoint
- 51ChargePoint has incurred substantial indebtedness that may decrease its business flexibility, access to capital, and/or increase its borrowing costs, and ChargePoint may still incur substantially more debt, which may adversely affect its operations and financial results57% rewritten
- 52ChargePoint has never paid cash dividends on its capital stock and does not anticipate paying dividends in the foreseeable future
- 53The price of ChargePoint’s Common Stock may be subject to wide fluctuations and purchasers of ChargePoint’s Common Stock could incur substantial losses59% rewritten
- 54Servicing the 2025 Senior Loan and 2028 Convertible Note obligations will require a significant amount of cashNew
- 55The accounting method for convertible debt securities that may be settled in cash, such as the 2028 Convertible Notes, could have a material effect on ChargePoint’s reported financial results
- 56ChargePoint recently completed a reverse stock split of its shares of Common Stock, which could adversely affect the market price and liquidity of ChargePoint’s Common Stock due to the reduced number of shares outstanding and could potentially have an antitakeover effectNew
- 57The coverage of ChargePoint’s business or its securities by securities or industry analysts or the absence thereof could adversely affect the trading price and volume of ChargePoint’s Common Stock and other securities
- 58Anti-takeover provisions contained in ChargePoint’s governing documents and applicable laws could impair a takeover attempt
- 59Warrants are exercisable for ChargePoint’s Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to ChargePoint’s stockholders50% rewritten
Other ChargePoint Holdings 10-Ks
- FY2025 10-K risk factors60 risks
ChargePoint faces persistent operating losses, net losses of $277.1 million for fiscal 2025, and an accumulated deficit of $1.89. Growth depends heavily on unpredictable EV adoption rates, intense competition, and third-party supply chain reliance.
Filed Mar 28, 2025
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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.