ChargePoint Holdings, Inc. Files 8-K with Key Agreements and Sales

TL;DR

ChargePoint 8-K: New deals, old deals gone, stock sold, money owed. Big moves.

AI Summary

On November 14, 2025, ChargePoint Holdings, Inc. entered into a material definitive agreement and also terminated a material definitive agreement. The company also incurred a direct financial obligation or an obligation under an off-balance sheet arrangement. Additionally, there were unregistered sales of equity securities.

Why It Matters

This 8-K filing indicates significant corporate actions by ChargePoint, including new agreements, terminations, and equity sales, which could impact its financial obligations and shareholder structure.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, terminations, financial obligations, and unregistered equity sales, all of which carry inherent business and financial risks.

Key Players & Entities

• ChargePoint Holdings, Inc. (company) — Registrant
• November 14, 2025 (date) — Date of earliest event reported
• 240 East Hacienda Avenue (address) — Business and Mail Address
• Campbell, CA 95008 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 CHPT New York Stock Exchange Warrants
• $328.6 million — change Agreement, the Company exchanged $328.6 million in Capitalized Principal Amount (as def
• $186.5 million — ation (the "Exchange Transaction"): (i) $186.5 million in aggregate principal amount under a n
• $25.0 million — edit Agreement (as defined below), (ii) $25.0 million in cash, and (iii) warrants to purchase
• $25.00 — 's common stock at an exercise price of $25.00 per share (the "Warrants"). The Company
• $11,329,955 — nsummation of the Exchange Transaction, $11,329,955 in Capitalized Principal Amount of 2028
• $30,000,000 — r is required to prepay an aggregate of $30,000,000 of the Loans (the "Short-Term Loans") i
• $15,000,000 — ns") in two equal installments of up to $15,000,000 each on November 24, 2025 and February
• $25.0 m — rrower to maintain minimum liquidity of $25.0 million, tested on the last business day
• $10.0 million — ts held by the credit parties and up to $10.0 million in unused commitments under any revolvi
• $150.0 m — ial aggregate principal amount of up to $150.0 million, with a maturity date of January

Filing Documents

• chpt-20251114.htm (8-K) — 47KB
• formofwarrantex41.htm (EX-4.1) — 125KB
• exchangeagreementex101.htm (EX-10.1) — 174KB
• creditandsecurityagreement.htm (EX-10.2) — 1026KB
• registrationrightsagreemen.htm (EX-10.3) — 126KB
• 0001777393-25-000173.txt ( ) — 1898KB
• chpt-20251114.xsd (EX-101.SCH) — 2KB
• chpt-20251114_lab.xml (EX-101.LAB) — 22KB
• chpt-20251114_pre.xml (EX-101.PRE) — 13KB
• chpt-20251114_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Exchange Agreement On November 14, 2025, ChargePoint Holdings, Inc. (the "Company") entered into a privately negotiated exchange agreement (the "Exchange Agreement") with certain holders (the "Exchanging Holders") of its outstanding 7.00% / 8.50% Convertible Senior PIK Toggle Notes due 2028 (the "2028 Notes"). Pursuant to the Exchange Agreement, the Company exchanged $328.6 million in Capitalized Principal Amount (as defined in the 2028 Notes) of the 2028 Notes for the following consideration (the "Exchange Transaction"): (i) $186.5 million in aggregate principal amount under a new Credit Agreement (as defined below), (ii) $25.0 million in cash, and (iii) warrants to purchase up to 1,671,000 shares of the Company's common stock at an exercise price of $25.00 per share (the "Warrants"). The Company did not receive any cash proceeds from the Exchange Transaction. Following the consummation of the Exchange Transaction, $11,329,955 in Capitalized Principal Amount of 2028 Notes remains outstanding. The Exchange Agreement contains customary representations, warranties and covenants of the Company and the Exchanging Holders. Credit Agreement In connection with the Exchange Transaction, the Company entered into a Credit and Security Agreement (the "Credit Agreement") by and among the Company, as parent, ChargePoint, Inc., a Delaware corporation, as borrower (the "Borrower"), certain subsidiaries of the Company, as subsidiary guarantors (the "Subsidiary Guarantors"), the Exchanging Holders, and Alter Domus (US) LLC, as administrative and collateral agent (the "Agent"), providing for a senior secured term loan credit facility in an aggregate principal amount of $186.5 million (the "Term Facility"). The Borrower's obligations under the Credit Agreement are guaranteed by the Company and the Subsidiary Guarantors. In addition, the Term Facility is secured by (i) a first priority pledge of the equity securities of t

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On November 14, 2025, that certain Revolving Credit Agreement, dated as of July 27, 2023 (as amended, modified or supplemented from time to time in accordance with its terms, the "Former Credit Agreement"), by and among the Company, as parent, ChargePoint, Inc., as borrower, certain subsidiaries of the Company, as guarantors, the lender parties thereto and JPMorgan Chase Bank, N.A., as administrative agent, was terminated. The Former Credit Agreement 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. There were no borrowings or letters of credit outstanding under the Former Credit Agreement at the time of termination. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the entry into the Credit Agreement and the issuance of the Loans is incorporated herein by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Warrants, Warrant Shares and Interest Shares is incorporated herein by reference into this Item 3.02. The Exchange Transaction was effected in reliance on exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"). The issuance of the Warrants and any issuance of shares of common stock upon exercise of the Warrants or as payment of interest on the Senior Secured Loans are made in a private placement to accredited investors and/or qualified institutional buyers, in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The securities issued in the Exchange Transaction have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this report: Exhibit No. Description of Exhibit 4.1 Form of Warrant dated November 14, 2025. 10.1* Exchange Agreement, dated November 14, 2025, by and between ChargePoint Holdings, Inc. and the Exchanging Creditors party thereto. 10.2* Credit and Security Agreement, dated November 14, 2025, by and among ChargePoint, Inc., ChargePoint Holdings, Inc., certain subsidiary guarantors, the lenders party thereto and Alter Domus (US) LLC. 10.3 Registration Rights Agreement, dated November 14, 2025, by and between ChargePoint Holdings, Inc. and the Holders party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHARGEPOINT HOLDINGS, INC. By: /s/ Mansi Khetani Name: Mansi Khetani Title: Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer) Date: November 18, 2025

View Full Filing

View this 8-K filing on SEC EDGAR