Commitments and Contingencies |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies | Commitments and Contingencies Purchase Commitments Open purchase commitments are for the purchase of goods and services related to, but not limited to, manufacturing, facilities and professional services under non-cancellable contracts. They were not recorded as liabilities on the condensed consolidated balance sheets as of July 31, 2026, as the Company had not yet received the related goods or services. Legal Proceedings The Company may be involved from time to time in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the condensed consolidated financial statements and the amount of loss can be reasonably estimated. Legal costs are expensed as incurred. Class Action Litigation A class action lawsuit alleging violations of federal securities laws was filed on November 29, 2023 in the U.S. District Court for the Northern District of California (the “NorCal Court”) against the Company and certain of its former officers (the “Class Defendants”). A second class action lawsuit (together with the November 2023 Class Action, the “Class Actions”) was filed against the Class Defendants on January 22, 2024. On May 16, 2024, the NorCal Court consolidated the Class Actions into one action captioned Khan v. ChargePoint Holdings, Inc., et al., Case No. 23-cv-06172-NW, appointed two lead plaintiffs (“Lead Plaintiffs”), and appointed lead counsel. On July 19, 2024, Lead Plaintiffs filed a Consolidated Amended Complaint which purported to be on behalf of purchasers of the Company’s stock between December 7, 2021 and November 16, 2023. This Consolidated Amended Complaint alleged that the Class Defendants made materially false and misleading statements in violation of Section 10(b) and Rule 10b-5(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) regarding, (1) ChargePoint’s handling of supply chain disruptions; (2) ChargePoint’s revenue; and (3) the value of ChargePoint’s inventory. Lead Plaintiffs also alleged the Class Defendants engaged in a scheme to prematurely recognize revenue in violation of Sections 10(b) and Rules 10b-5(a) and (c) of the Exchange Act. The Class Defendants filed a motion to dismiss the Consolidated Amended Complaint on September 17, 2024, and the motion was fully briefed and scheduled to be heard on July 16, 2025. On July 8, 2025, pursuant to the parties’ stipulation, the NorCal Court vacated the hearing so Plaintiffs could file a Second Amended Complaint, which they did on July 22, 2025. The Second Amended Complaint alleged the same claims based on the same theories as the Consolidated Amended Complaint, but named an additional former officer as a Defendant and added additional challenged statements made within the same Class Period. The Class Defendants filed a motion to dismiss the Second Amended Complaint on September 17, 2025. On February 20, 2026, the NorCal Court granted the Class Defendants’ motion to dismiss with leave to amend. On March 3, 2026, plaintiffs filed a Third Amended Complaint. The Third Amended Complaint alleges the same claims based on the same theories as the Second Amended Complaint but removes some challenged statements related to ChargePoint’s handling of supply chain disruptions. The Class Defendants filed a motion to dismiss the Third Amended Complaint on March 20, 2026. On May 21, 2026, the N. D. Cal. Court denied the motion to dismiss and, on May 22, 2026, the Court entered a scheduling order. Fact discovery closes on December 11, 2026, and a mediation must be completed by December 30, 2026. Trial is scheduled for July 26, 2027. Derivative Actions Between January 4, 2024 and July 16, 2026, ChargePoint stockholders purporting to act on behalf of the Company filed derivative actions in the U.S. District Court for the District of Delaware, the U.S. District Court for the Northern District of California, and Delaware Chancery Court against ChargePoint’s current and certain former Directors and certain of its current and former officers (“Derivative Defendants”). These actions allege that the Derivative Defendants breached their fiduciary duties to ChargePoint in connection with the same alleged events and alleged materially false and misleading statements asserted in the Class Actions described above. These actions are: Baker v. Romano, et al. (U.S. District Court of Delaware: Case No. 1:24-cv-00010), In re ChargePoint Holdings, Inc. Derivative Litigation (U.S. District Court for the Northern District of California: Case No. 5:24-cv-00149) and In re ChargePoint Holdings, Inc. Stockholder Derivative Litigation (Delaware Court of Chancery: C.A. No. 2026-0938). In addition, two actions were filed in Delaware Chancery Court against the Derivative Defendants, premised on the same alleged events and alleged materially false and misleading statements asserted in the Class Actions, but also asserting that the Board of Directors of the Company improperly refused demands to take action with respect to the allegations. These actions are Lomont v. Romano, et al. (Delaware Court of Chancery: C.A. No. 2026-0682) and Levitan v. Chizen, et al. (Delaware Court of Chancery: C.A. No. 2026-1001). These derivative actions assert claims for breaches of fiduciary duty, disgorgement of all profits from alleged insider stock sales made while in possession of material nonpublic information, imposition of a constructive trust over compensation and profits obtained through the alleged unjust enrichment and insider selling, and attorneys’ fees and costs. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. At this time, the Company is unable to predict the outcome or estimate the actual amount of loss or range of losses that could potentially result from these lawsuits. Based on its experience, the Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the condensed consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying condensed consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying condensed consolidated balance sheets. Tariffs In February 2026, the U.S. Supreme Court issued a ruling invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA). As a result of this ruling, the Company may be eligible for a refund of tariffs previously paid on imported goods. During the three and six months ended July 31, 2026, the Company received refunds of $6.1 million related to these tariffs which were recorded as a reduction to inventory and cost of goods sold. The Company continues to evaluate whether it may be entitled to other refunds and continues to monitor developments in regards to various tariffs and their potential impact on its results of operations. Guarantees and Indemnifications The Company has service level commitments to certain of its customers warranting certain levels of up-time reliability and performance and permitting those customers to receive credits in the event that the Company fails to meet those levels. To date, the Company has not incurred any material costs as a result of such commitments. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. Additionally, the Company may be required to indemnify for claims caused by its negligence or willful misconduct. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Letters of Credit The Company had $0.4 million of secured letters of credit outstanding as of each of July 31, 2026 and January 31, 2026. Leases The Company leases its office facilities under non-cancelable operating leases with various lease terms. The Company also leases certain office equipment under operating lease agreements. The following table presents future payments of lease liabilities under the Company's non-cancelable operating leases as of July 31, 2026 (in thousands):
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