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Equity Plans and Stock-based Compensation | 12 Months Ended
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Jan. 31, 2026
Share-Based Payment Arrangement [Abstract] |
Equity Plans and Stock-Based Compensation | Equity Plans and Stock-Based Compensation The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations:
| Year Ended January 31,
| 2026 |  | 2025 |  | 2024
| (in thousands)
Cost of revenue | $ | 4,702 |  |  | $ | 5,102 |  |  | $ | 6,154 |
Research and development | 31,161 |  |  | 37,050 |  |  | 50,935 |
Sales and marketing | 11,058 |  |  | 15,875 |  |  | 22,934 |
General and administrative | 17,773 |  |  | 17,624 |  |  | 37,314 |
Total stock-based compensation expense | $ | 64,694 |  |  | $ | 75,651 |  |  | $ | 117,337 |
As of January 31, 2026, the Company had unrecognized stock-based compensation expense related to stock options, RSUs, PRSUs, and ESPP of $50.2 million, which is expected to be recognized over a weighted-average period of 2.1 years. 2021 Employee Stock Purchase Plan On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85% of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date of each purchase period. A participant may purchase a maximum of 500 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be refunded any accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The initial offering period was from October 1, 2021 through September 9, 2023. Thereafter, offering periods begin on March 10 and September 10. Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Common Stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of Common Stock issued and outstanding on the last day of the preceding month, (ii) 270,000 shares of Common Stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2026, 751,149 shares of Common Stock were available under the 2021 ESPP. During the year ended January 31, 2026, the Company’s employees purchased 194,034 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $10.77 per share, with proceeds of $2.1 million. During the year ended January 31, 2025, the Company’s employees purchased 151,664 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $28.41 per share, with proceeds of $4.3 million. During the year ended January 31, 2024, the Company’s employees purchased 63,265 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $130.81 per share, with proceeds of $8.3 million. 2021 Equity Incentive Plan On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”). Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number equal to the lesser of (a) 5% of the total number of shares of Common Stock actually issued and outstanding on the last day of the preceding month and (b) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2026, 1,000,234 shares of Common Stock were available under the 2021 EIP. There were no options granted for the year ended January 31, 2026. Restricted Stock Units The 2021 EIP provides for the issuance of RSUs to employees and directors. A summary of activity of RSUs under the 2021 EIP at January 31, 2026 and changes during the periods then ended is presented in the following table, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 1, Description of Business and Basis of Presentation:
| Number of Shares |  | Weighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 2025 | 1,827,940 |  |  | $ | 57.32 |
RSU granted | 1,971,733 |  |  | $ | 12.42 |
RSU vested | (1,145,673) |  |  | $ | 49.95 |
RSU forfeited | (458,703) |  |  | $ | 29.92 |
Outstanding as of January 31, 2026 | 2,195,297 |  |  | $ | 26.56 |
The total grant date fair value of RSUs vested during the year ended January 31, 2026, 2025 and 2024 were $57.2 million, $74.6 million, and $84.5 million, respectively. Performance Restricted Stock Units Pursuant to the 2021 EIP, the Company grants Performance Restricted Stock Units (PRSUs) to certain officers, including the Company’s Chief Executive Officer. Vesting of the PRSUs is dependent upon the satisfaction of either market-based or performance based conditions as well as service-based conditions. The grant date fair value of market-based PRSUs are valued based on a Monte Carlo valuation model. Vesting of the PRSUs is dependent upon the satisfaction of both market- and service-based conditions occurring at the end of a four- or five- year period. The market-based condition is achieved if the closing price of the Company’s Common Stock is greater than or equal to the applicable stock price target over a specified consecutive period at any time during the period beginning the date of the grant and ending on the expiration date. The grant date fair value of performance-based PRSUs are valued based on the Company’s stock market value on the grant date. Stock-based compensation expense is recognized over the requisite service period based on the number of units expected to vest, which is reassessed during each reporting period based on the Company’s evaluation of the probability of achieving the applicable performance conditions. A summary of activity of PRSUs under the 2021 EIP at January 31, 2026 and changes during the periods then ended is presented in the following table, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 1, Description of Business and Basis of Presentation:
| Number of Shares |  | Weighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 2025 | 186,646 |  |  | $ | 47.75 |
PRSU granted | 348,187 |  |  | $ | 12.52 |
PRSU forfeited | (89,900) |  |  | $ | 32.70 |
Outstanding as of January 31, 2026 | 444,933 |  |  | $ | 23.22 |
2026 Inducement Plan On January 15, 2026, the Board of Directors of the Company adopted the ChargePoint Holdings, Inc. 2026 Inducement Plan (the “Inducement Plan”). The Inducement Plan will serve to advance the interests of the Company by providing a material inducement for individuals to join the Company as employees by affording such individuals an opportunity to acquire a proprietary interest in the Company. The Inducement Plan has not been and will not be approved by the Company’s stockholders. Awards under the Inducement Plan will be made pursuant to the exemption from NYSE stockholder approval requirements for equity compensation provided by NYSE Listed Company Manual 303A.08 or any successor rule thereto (the “Inducement Rules”). The Inducement Plan provides for the grant of certain equity-based awards solely to persons expected to become officers and other employees of the Company and its subsidiaries as the Company’s Compensation and Organizational Development Committee of its Board of Directors (the “Compensation Committee”) in its sole discretion may select from time to time and who is eligible to receive an award under the Inducement Plan pursuant to the Inducement Rules. The maximum number of shares available for grant under the Inducement Plan is 300,000 shares of the Company’s Common Stock (subject to adjustment for recapitalizations, stock splits, reorganizations and similar transactions). The terms of the Inducement Plan are generally identical to the terms of the 2021 EIP (modified as necessary to comply with the Inducement Rules), is administered by the Compensation Committee, and expires ten years from the date of effectiveness. As of January 31, 2026, 300,000 shares were reserved for future issuance under the Inducement Plan. 2017 Plan and 2007 Plan In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). No further awards will be granted under the 2017 and 2007 Plans. As of January 31, 2026, 98,783 shares and 19,973 shares of Common Stock remain reserved for outstanding awards issued under the 2017 and 2007 Plans, respectively. Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP Plan. Stock Options Activity A summary of option activity under the 2017 and 2007 Plans at January 31, 2026 and changes during the periods then ended is presented in the following table, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 1, Description of Business and Basis of Presentation:
| Number of Stock Option Awards |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual term (in years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding as of January 31, 2025 | 135,179 |  |  | $ | 15.34 |  |  | 3.9 |  | $ | 528 |
Exercised | (4,004) |  |  | $ | 11.95 |  |  |  |  |
Cancelled | (12,419) |  |  | $ | 14.90 |  |  |  |  |
Outstanding as of January 31, 2026 | 118,756 |  |  | $ | 15.51 |  |  | 3.1 |  | $ | — |
Options vested and expected to vest as of January 31, 2026 | 118,756 |  |  | $ | 15.51 |  |  | 3.1 |  | $ | — |
Exercisable as of January 31, 2026 | 118,756 |  |  | $ | 15.51 |  |  | 3.1 |  | $ | — |
The Company did not grant any options during the years ended January 31, 2026 and 2025. The total fair value of options vested during the years ended January 31, 2025 and 2024 was $0.2 million, and $46.3 million, respectively. There were no options that vested during the year ended January 31, 2026. Determination of Fair Value The Company records stock-based compensation based on the grant date fair value of the equity instruments issued to employees and uses different appropriate methods to establish the fair value depending on the features of the awards. The grant date fair value of RSUs equals the fair market value of the Company’s Common Stock on the grant date. The Company utilizes the Black-Scholes option-pricing model to establish the fair value of stock options and ESPP, and the Monte Carlo simulation model to establish the fair value of PRSUs containing a market condition. The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2026, 2025 and 2024 were as follows:
| Year Ended January 31,
| 2026 |  | 2025 |  | 2024
Expected volatility | 78.8% - 97.8% |  | 83.2% - 100.3% |  | 62.3% - 70.8%
Risk-free interest rate | 3.5% - 5.2% |  | 3.5% - 5.2% |  | 4.5% - 5.4%
Dividend rate | 0.0% |  | 0.0% |  | 0.0%
Expected term (in years) | 0.5 - 2.0 |  | 0.5 - 2.0 |  | 0.5 - 2.0
•Expected volatility: The expected volatility was determined by using a blended volatility approach of historical volatility and implied volatility. •Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. •Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock. •Expected term: The expected term represents the length of time the ESPP rights under each purchase period are outstanding. There were no PRSU awards granted during the year ended January 31, 2026 that required the fair value to be determined using a Monte Carlo simulation model on the grant date. The weighted-average assumptions in the Monte Carlo valuation model used to determine the fair value of PRSUs granted during the year ended January 31, 2025, and 2024 were as follows:
|  |  | Year Ended January 31,
|  |  | 2025 |  | 2024
Expected volatility |  |  | 81.7% - 84.8% |  | 68.4% - 82.4%
Risk-free interest rate |  |  | 3.6% - 4.3% |  | 4.0% - 4.3%
Dividend rate |  |  | 0.0% |  | 0.0%
Expected term (in years) |  |  | 1.1 - 3.1 |  | 0.9 - 3.1
•Expected volatility: The expected volatility was determined using a blended volatility approach of historical volatility and implied volatility. •Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury Constant Maturities yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the options. •Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its Common Stock. •Expected term: The expected term input for the award with a market condition is based upon the derived service period (“DSP”). The DSP represents the duration of the median of the distribution of stock-price paths on which the market condition is satisfied.

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