ChargePoint CAO sells 1,484 shares to cover taxes

ChargePoint’s chief accounting officer executed a non-discretionary tax-related sale of 1,484 shares and now directly holds 28,213 shares of CHPT common stock.

Rhea-AI Filing Summary

ChargePoint Holdings, Inc. (CHPT) reported that Chief Accounting Officer Natella Fakhradovna Novruzova sold 1,484 shares of common stock on September 22, 2026 at a weighted average price of $9.86 per share. The sale was mandated as a "sell to cover" transaction to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units and did not represent a discretionary trade.

After this transaction, she holds 28,213 shares directly, which include 382 shares acquired on September 9, 2026 under the company’s Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3(d) and Rule 16b-3(c). No Rule 10b5-1 trading plan is reported for this sale.

Insider Trade Summary

Net Seller: 1,484 shares

Net Sell 1 txn

Insider Novruzova Natella Fakhradovna

Role CAO

Sold 1,484 shs ($15K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3	1,484	$9.86	$15K

Holdings After Transaction: Common Stock — 28,213 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Represents a weighted average sales price per share. These shares were sold at $9.86. 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.
3. F3. Includes 382 shares acquired under the issuer's Employee Stock Purchase Plan on September 9, 2026, in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Key Figures

Shares sold: 1,484 shares Sale price: $9.86 per share Shares held after transaction: 28,213 shares +2 more

5 metrics

Shares sold 1,484 shares Common stock sale on September 22, 2026 to cover tax withholding

Sale price $9.86 per share Weighted average sales price for the September 22, 2026 transaction

Shares held after transaction 28,213 shares Direct holdings of the CAO following the September 22, 2026 sale

ESPP shares included in holdings 382 shares Shares acquired under the Employee Stock Purchase Plan on September 9, 2026

Net shares sold in this Form 4 1,484 shares Net sell direction across all reported transactions in this filing

Key Terms

sell to cover, restricted stock units, Employee Stock Purchase Plan, Rule 16b-3(d), +1 more

5 terms

sell to cover financial

"tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

restricted stock units financial

"tax withholding obligations in connection with the vesting and settlement of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Employee Stock Purchase Plan financial

"Includes 382 shares acquired under the issuer's Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Rule 16b-3(d) regulatory

"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Rule 16b-3(c) regulatory

"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CHPT report for Natella Novruzova?

CHPT reported that Chief Accounting Officer Natella Fakhradovna Novruzova sold 1,484 shares of common stock on September 22, 2026 at a weighted average price of $9.86 per share in a mandated tax-withholding "sell to cover" transaction tied to RSU vesting.

Why did the CHPT CAO sell 1,484 shares on September 22, 2026?

The 1,484-share sale by CHPT’s CAO was executed to cover tax withholding obligations related to the vesting and settlement of restricted stock units. The disclosure states these sales were mandated by the issuer’s "sell to cover" election and were not discretionary trades.

What price did the CHPT shares sell for in this Form 4 transaction?

The reported sale by CHPT’s CAO used a weighted average price of $9.86 per share. The filing notes the shares were sold at $9.86 and that full information about the number of shares sold at each price within the range is available upon request.

How many CHPT shares does the CAO hold after this Form 4 sale?

Following the September 22, 2026 transaction, CHPT’s Chief Accounting Officer directly holds 28,213 shares of common stock. This total includes 382 shares acquired on September 9, 2026 under the company’s Employee Stock Purchase Plan.

Were the CHPT insider’s sales under a Rule 10b5-1 trading plan?

No. The Form 4 indicates no Rule 10b5-1 plan is reported for this transaction, and the footnote explains the sale was mandated by the issuer’s tax-withholding "sell to cover" election, rather than being part of a discretionary trading plan.

What recent exempt share acquisition did the CHPT CAO report?

The CAO’s post-transaction holdings include 382 shares acquired on September 9, 2026 under CHPT’s Employee Stock Purchase Plan. This acquisition is described as exempt under both Rule 16b-3(d) and Rule 16b-3(c).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 08:12 PM Accepted by SEC EDGAR 09/22/2026 - 08:11 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Novruzova Natella Fakhradovna

(Last) (First) (Middle)

254 EAST HACIENDA AVENUE

(Street)

CAMPBELL CALIFORNIA 95008

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2026

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

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

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

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	09/22/2026		S(1)		1,484	D	$9.86(2)	28,213(3)	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 at $9.86. 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.

3. Includes 382 shares acquired under the issuer's Employee Stock Purchase Plan on September 9, 2026, in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Remarks:

	/s/ Natella Novruzova	09/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)