ChargePoint (CHPT) CRO executes 919-share sale to cover RSU taxes

Rhea-AI Filing Summary

ChargePoint Holdings, Inc. reported that its Chief Revenue Officer (CRO), a company officer, sold a small number of shares of common stock in a transaction dated 12/23/2025. The filing shows a sale of 919 shares at a weighted average price of $6.9917 per share, leaving the officer with 122,696 shares beneficially owned directly after the transaction.

According to the explanation, these shares were sold solely to cover tax withholding obligations arising from the vesting and settlement of restricted stock units under the company’s equity incentive plans. The sales were executed under a mandatory “sell to cover” election by the issuer and are described as non‑discretionary for the reporting person. The price reflects multiple trades within a narrow range of $6.98 to $7.00 per share.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vice John David

(Last) (First) (Middle)

240 EAST HACIENDA AVENUE

(Street)

CAMPBELL CA 95008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ChargePoint Holdings, Inc. [ CHPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CRO

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/23/2025		S(1)		919	D	$6.9917(2)	122,696	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

2. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $6.98 to $7.00. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.

Remarks:

	/s/ Natella Novruzova - Attorney-in-Fact	12/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ChargePoint (CHPT) disclose in this Form 4?

The filing reports that an officer serving as CRO of ChargePoint Holdings, Inc. sold 919 shares of common stock on 12/23/2025 at a weighted average price of $6.9917 per share.

Why did the ChargePoint (CHPT) CRO sell 919 shares of stock?

The filing explains that the shares were sold to cover tax withholding obligations related to the vesting and settlement of restricted stock units, under a mandatory “sell to cover” election in the company’s equity incentive plans.

Were the ChargePoint (CHPT) insider sales discretionary trades?

No. The filing states that these sales were mandated by the issuer’s election to satisfy tax withholding through a “sell to cover” transaction and do not represent discretionary trades by the reporting person.

What is the remaining ChargePoint (CHPT) shareholding of the reporting officer after this sale?

After selling 919 shares, the officer beneficially owns 122,696 shares of ChargePoint common stock in direct ownership.

What price range did the ChargePoint (CHPT) insider sale occur at?

The weighted average sale price was $6.9917 per share, with individual trades executed at prices ranging from $6.98 to $7.00 per share.

What role does the reporting person hold at ChargePoint (CHPT)?

The reporting person is identified as an officer of ChargePoint Holdings, Inc., with the title CRO (Chief Revenue Officer).