• Reduces total outstanding debt by $172 million, more than 50%
• Removes 125% change of control repayment premium of approximately $82 million
• Reduces annual interest expense by approximately $10 million
• Extends new debt maturity from 2028 to 2030

ChargePoint Holdings, Inc. (NYSE: CHPT) (“ChargePoint”) a leading provider of networked solutions for charging electric vehicles, today announced the completion of a privately negotiated exchange (the “Exchange”) of $329 million of its Convertible Senior Notes due 2028 (the “2028 Notes”), resulting in a near term reduction of its total outstanding debt by $172 million, or more than 50%. As part of the Exchange, ChargePoint’s New Loan (defined below) extends maturity from 2028 to 2030 and reduces annual interest expenses by approximately $10 million. ChargePoint estimates it obtained a discount of approximately $107 million due to the Exchange.

“This significant debt reduction is a pivotal step in strengthening our financial foundation,” said Mansi Khetani, Chief Financial Officer of ChargePoint. “We believe this deleveraging action, captured at a significant discount, shifts enterprise value to shareholders and strengthens our balance sheet, while providing us flexibility to continue to focus on growth and profitability. We remain confident in our business outlook.”

Transaction Details

Pursuant to the Exchange, ChargePoint exchanged $329 million of its 2028 Notes for consideration of approximately $222 million, comprised of:

• $157 million¹ long-term senior secured loan (the “New Loan”)
• Up to $55 million² cash paid within two quarters subsequent to closing
• Approximately $10 million³ of estimated value of warrants (exercisable for 1,671,000 shares of common stock at an exercise price of $25.00 per share)

The total consideration of approximately $222 million issued by ChargePoint in the Exchange retires $329 million of outstanding capitalized principal amount of debt, resulting in a discount of approximately $107 million or 33% vs the original capitalized principal amount of the 2028 Notes exchanged.

Comparison of pro forma debt balances:

In addition, the Exchange eliminates the associated 125% change of control repayment premium with respect to the exchanged 2028 Notes, or approximately $82 million. After the Exchange, approximately $11 million in capitalized principal amount of the 2028 Notes remains outstanding.

The New Loan is a senior secured obligation of ChargePoint, Inc., including a first priority security interest in substantially all its current and after-acquired tangible and intangible property. It also includes customary affirmative and negative covenants, events of default triggers, and minimum liquidity requirements. The New Loan will accrue interest at a rate of 12% annually, payable at ChargePoint’s option in-kind or in cash for the first year, and in cash thereafter, and will mature on January 31, 2030.

Additional information regarding this announcement and the Exchange may be found in a Current Report on Form 8-K that ChargePoint intends to file with the Securities and Exchange Commission (the “SEC”). In addition, ChargePoint will review the Exchange during its 3^rd Quarter Fiscal 2026 financial results conference call, which will be held December 4^th, 2025, at 1:30pm Pacific time. Participants can access the conference call at https://events.q4inc.com/attendee/848693269, or by dialing +1 (800) 715-9871 (North America toll free) or +1 (646) 307-1963 (international) and referencing Conference ID 1744120.

1. Represents $156.5 million of remaining principal amount of New Loan outstanding after repayment in cash of two short-term noninterest bearing repayment obligations of up to $15 million each in November 2025 and February 2026.
2. Represents $25 million in cash paid at close and the two short-term obligations referenced in footnote 1.
3. Estimated warrant valuation represents Black-Scholes valuation methodology and estimates agreed upon by ChargePoint and the exchanging creditors.
4. As of November 14, 2025.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks, uncertainties, and assumptions including statements regarding valuation and methods of valuation of the total consideration paid or payable by ChargePoint in the Exchange, the expected benefits of the Exchange to ChargePoint and its stockholders, the estimated benefit of any discount, premium or value deemed transferred to ChargePoint or its stockholders, ChargePoint’s ability to pay amounts under the New Loan when due and ChargePoint’s ability to execute on its strategic plans and successfully achieve growth and profitability. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including that the financial data and estimates presented in this press release is (i) preliminary and includes management’s assumptions regarding valuation methodologies; (ii) has not been prepared in accordance with generally accepted accounting principles; and (iii) is subject to finalization of management's review and completion of an independent registered public accounting firm's review and there can be no assurance that the final or actual results will not differ from these preliminary figures, estimates or assumptions and any such differences could be material. Additional risks and uncertainties that could affect ChargePoint's business, operations and financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in ChargePoint's Form 10-Q filed with the SEC on September 8, 2025, which is available on ChargePoint's website at investors.chargepoint.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that ChargePoint makes with the SEC from time to time. All forward-looking statements in this press release are based on information available to ChargePoint as of the date hereof, and ChargePoint does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.

ChargePoint and the ChargePoint logo are trademarks of ChargePoint, Inc. in the United States and in jurisdictions throughout the world. All other trademarks, trade names, or service marks used or mentioned herein belong to their respective owners.

About ChargePoint Holdings, Inc.

ChargePoint has established itself as the leader in electric vehicle (EV) charging innovation since its inception in 2007, long before EVs became widely available. The company provides comprehensive solutions tailored to the entire EV ecosystem, from the grid to the dashboard of the vehicle. The company serves EV drivers, charging station owners, vehicle manufacturers, and similar types of stakeholders. With a commitment to accessibility and reliability, ChargePoint’s extensive portfolio of software, hardware, and services ensures a seamless charging experience for drivers across North America and Europe. ChargePoint empowers every driver in need of charging access, connecting them to over 1.25 million charging ports worldwide. ChargePoint has facilitated the powering of more than 16 billion electric miles, underscoring its dedication to reducing greenhouse gas emissions and electrifying the future of transportation. For further information, please visit the ChargePoint pressroom or the ChargePoint Investor Relations site. For media inquiries, contact the ChargePoint press office.

CHPT-IR

View source version on businesswire.com: https://www.businesswire.com/news/home/20251118118226/en/