[Form 4] ChargePoint Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ChargePoint Holdings insider John David Vice, the company's Chief Risk Officer, reported a transaction on 09/23/2025 selling 2,363 shares of common stock at $11.2714 per share. The Form 4 explains these shares were sold to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units under the company’s equity plans, described as a mandatory ‘‘sell to cover’’ rather than a discretionary trade. After the sale (and adjusted for a 1-for-20 reverse stock split effective 07/28/2025), the reporting person beneficially owns 123,615 shares. The filing was signed by an attorney-in-fact on 09/24/2025.

Positive

• Transaction disclosed as mandatory sell-to-cover for tax withholding, reducing interpretive ambiguity about insider intent
• Filing includes reverse split adjustment, clarifying post-split share counts and improving transparency

Negative

• Beneficial ownership decreased by 2,363 shares to 123,615 shares after the sale (post-reverse-split adjustement)

Insights

Financial Analyst

TL;DR Routine sell-to-cover tax withholding; small reduction in insider holdings, not a discretionary sale signal.

The reported sale of 2,363 shares at $11.2714 is explicitly described as a mandatory sell-to-cover tied to RSU vesting, which reduces the informational weight of the transaction. The post-transaction beneficial ownership of 123,615 shares (already adjusted for the 1-for-20 reverse split) provides context on remaining insider stake. For investors, this filing is informational and does not by itself indicate change in insider sentiment or company fundamentals.

Corporate Governance Expert

TL;DR Disclosure aligns with standard equity plan practices; documentation is clear about non-discretionary nature.

The Form 4 properly discloses relationship (Officer, CRO), transaction date, price and the mandatory nature of the sale to cover tax obligations. The filing also notes the reverse stock split adjustment, which is important for interpreting share counts. From a governance perspective, the form meets Section 16 reporting requirements and clarifies that the trade was not an independent decision by the reporting person.

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

OMB APPROVAL

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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).

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)
09/23/2025

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	09/23/2025		S(1)		2,363	D	$11.2714	123,615(2)	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. Effective July 28, 2025, the Issuer effected a 1-for-20 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of the securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.

Remarks:

	/s/ Natella Novruzova - Attorney-in-Fact	09/24/2025
	** 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 did ChargePoint insider John David Vice report on Form 4 (CHPT)?

The filing reports a sale of 2,363 common shares on 09/23/2025 at $11.2714 per share to satisfy tax withholding from RSU vesting.

Was the sale by the ChargePoint officer discretionary?

No. The Form 4 states the sale was a mandatory sell-to-cover election under the issuer’s equity incentive plans and not a discretionary trade.

How many shares does the reporting person own after the transaction?

Following the reported transaction and adjustment for the 1-for-20 reverse stock split, the reporting person beneficially owns 123,615 shares.

Does the Form 4 note any corporate actions affecting share counts?

Yes. The Form 4 explains a 1-for-20 reverse stock split effective 07/28/2025 and states reported amounts are adjusted accordingly.

Who signed the Form 4 and when?

The Form 4 was signed by Natella Novruzova as attorney-in-fact on 09/24/2025.