[8-K] ChargePoint Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

On 28 Jul 2025, ChargePoint Holdings, Inc. (NYSE: CHPT) effected a 1-for-20 reverse stock split after shareholders authorized a ratio of up to 1-for-30 at the 8 Jul 2025 AGM. The Certificate of Amendment was filed 25 Jul 2025 and became effective at 12:01 a.m. ET on 28 Jul 2025.

The split reduces all outstanding common shares and proportionally adjusts equity awards, warrants and convertible-note conversion rates; exercise prices and share-based vesting thresholds were increased 20-fold. Authorized shares remain 1 billion; fractional shares are eliminated with cash paid in lieu and holdings rounded down. A new CUSIP (15961R 303) has been assigned, but the ticker remains “CHPT.”

The transaction is designed to raise the market price per share and protect NYSE listing status; it does not change aggregate market capitalization or operational fundamentals. No additional financial results, guidance or material transactions were disclosed.

Positive

• Maintains NYSE compliance by lifting share price above minimum bid, preserving liquidity and index eligibility.

Negative

• Magnitude of 1:20 split highlights significant prior share-price decline, often viewed as a negative signal.
• Reverse splits frequently precede post-split underperformance, potentially pressuring CHPT shares.

Insights

Financial Analyst

TL;DR: Reverse split lifts share price, averts delisting, but leaves fundamentals unchanged; neutral event with modest liquidity benefits.

The 1:20 consolidation should immediately raise CHPT’s per-share price roughly twenty-fold, allowing the company to regain compliance with NYSE minimum-bid rules and broaden eligibility among institutions barred from sub-$5 stocks. Because authorized shares stay at 1 billion, future dilution capacity is unaffected. Market capitalization is unchanged, so long-term value hinges on execution in EV-charging rather than structural share count. Absent new performance data, the move is best viewed as capital-markets housekeeping rather than a catalyst.

Market Strategist

TL;DR: Large 1-for-20 split flags past price erosion and may pressure sentiment despite compliance rationale; mildly negative signal.

Reverse splits of this magnitude typically occur after prolonged share-price weakness, and historical patterns show many such stocks underperform following the action. Investors may interpret the split as confirmation of deteriorating momentum or financing challenges. While NYSE compliance is secured, perception risk remains high and could weigh on post-split demand unless operational metrics improve.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): July 25, 2025

ChargePoint Holdings, Inc.

(Exact name of registrant as specified in its charter) 

Delaware

001-39004

84-1747686

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

240 East Hacienda Avenue Campbell, CA						95008
(Address of Principal Executive Offices)						(Zip Code)

(408) 841-4500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

CHPT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 3.03.     Material Modifications to Rights of Security Holders.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 28, 2025, ChargePoint Holdings, Inc., a Delaware corporation (the “Company”), effected a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 (the “Common Stock”). As previously disclosed, at the annual meeting of stockholders of the Company held on July 8, 2025, the stockholders of the Company approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) to effect, at the discretion of the Company’s Nominating and Corporate Governance Committee (the “NCG Committee”), a reverse stock split at a ratio in the range of one-for-two (1:2) to one-for-thirty (1:30), with such ratio to be subsequently determined in the discretion of the NCG Committee. Pursuant to such authority granted by the Company’s stockholders, the NCG Committee approved the Reverse Stock Split and the filing of the Amendment to effectuate the Reverse Stock Split on July 9, 2025. Following such approval, the Company filed the Amendment with the Secretary of State of the State of Delaware on July 25, 2025, which became effective at 12:01 a.m. Eastern Time on July 28, 2025 (the “Effective Time”).

The Reverse Stock Split affected all shares of Common Stock outstanding immediately prior to the Effective Time such that (i) the number of equity-based awards that remain available to be granted under the Company’s equity incentive plans were decreased proportionately and proportionate adjustments made to the per share exercise price, share-based vesting criteria and the number of shares issuable upon the exercise of outstanding stock options, (ii) the number of shares owned upon vesting and settlement of restricted stock units and other equity-based awards were decreased proportionately, as applicable, (iii) the Company’s outstanding warrants to purchase shares of the Common Stock were proportionately adjusted in accordance with the respective warrant agreements to reflect the Reverse Stock Split, including the number of shares purchasable upon exercise of such warrants and/or their exercise prices, and (iv) the conversion rate of the Company’s convertible notes were proportionately adjusted in accordance with the indenture governing the convertible notes to reflect the Reverse Stock Split. The number of authorized shares of the Common Stock remained at 1,000,000,000 shares. No fractional shares will be issued in connection with the Reverse Stock Split, and any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share. Stockholders who otherwise would be entitled to receive fractional shares will receive a cash payment in lieu of such fractional shares.

On July 28, 2025, the Common Stock began trading on the New York Stock Exchange on a split-adjusted basis under the existing symbol “CHPT”, but the Common Stock has been assigned a new CUSIP number (15961R 303). The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.    Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.						Description of Exhibit
3.1						Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of ChargePoint Holdings, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Date: July 28, 2025

FAQ

Why did ChargePoint (CHPT) enact a 1-for-20 reverse stock split?

To increase the per-share price and ensure continued NYSE listing compliance.

When did the CHPT reverse split become effective?

At 12:01 a.m. ET on July 28, 2025.

Will fractional CHPT shares be issued after the split?

No; fractional shares are rounded down and stockholders receive cash in lieu.

Did the authorized share count change post-split?

No, it remains at 1 billion common shares.

How were warrants and convertible notes affected?

Their share counts and exercise/conversion prices were adjusted proportionally to the 1:20 ratio.

What is the new CUSIP number for CHPT after the split?

The post-split common stock trades under CUSIP 15961R 303.