ChargePoint Files For Offer, Resale From Time To Time By Selling Securityholders Of Up To 4.7M Shares

ChargePoint Holdings, Inc.

Up to 4,728,252 Shares of Common Stock

This prospectus relates to the offer and resale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the "Selling Securityholders") of an aggregate of up to 4,728,252 shares of our common stock ("Common Stock"), par value $0.0001 per share (the "Shares").

On November 14, 2025, we entered into a privately negotiated exchange agreement (the "Exchange Agreement") with certain holders of our outstanding 7.00% / 8.50% Convertible Senior PIK Toggle Notes due 2028 (the "2028 Notes"), including each of the Selling Securityholders, pursuant to which we 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 Common Stock at an exercise price of $25.00 per share (the "Warrants").

In connection with the Exchange Transaction, we entered into a Credit and Security Agreement (the "Credit Agreement") with our wholly owned subsidiary, ChargePoint, Inc., as borrower, certain of our subsidiaries, as subsidiary guarantors, the Selling Securityholders, as lenders, and Alter Domus (US) LLC, as administrative and collateral agent, providing for a senior secured term loan credit facility in an aggregate principal amount of $186.5 million (the "Term Facility"). An aggregate of $156.5 million of the loans thereunder bear interest at a fixed rate of 12.00% per annum, payable quarterly which, for each of the first four quarterly interest payment dates, we may elect to pay in Shares, subject to a cap, inclusive of the shares of Common Stock underlying the Warrants, of 19.99% of the number of shares of our Common Stock outstanding on the date of execution of the Exchange Agreement to comply with New York Stock Exchange (the "NYSE") listing requirements, unless stockholder approval is obtained.

The Selling Securityholders may offer, sell or distribute all or a portion of the Shares registered hereby publicly or through private transactions at prevailing market prices or at negotiated prices or as distributions in kind to their members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. We provide more information about how the Selling Securityholders may sell the securities in the section entitled "Plan of Distribution."

We will not receive any proceeds from the sale of the Shares by the Selling Securityholders pursuant to this prospectus. However, any Shares issued to pay interest in lieu of cash under our Term Facility will reduce the amount of cash that we would otherwise have been required to pay to satisfy our obligations under the Term Facility. In addition, we will pay certain expenses associated with the registration of the Shares. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sales of Shares.

Our Common Stock is listed on the NYSE under the symbol "CHPT." On December 10, 2025, the closing price of our Common Stock was $9.33.