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

Rhea-AI Filing Summary

ChargePoint Holdings, Inc. (CHPT) – Form 4 insider filing

Director G. Richard Wagoner Jr. reported the grant of 254,785 Restricted Stock Units (RSUs) on 07/08/2025 under transaction code “A” (award/acquisition). Each RSU converts into one share of common stock upon vesting. The service-based vesting requirement will be satisfied on the earlier of the one-year anniversary of the grant date or the next annual shareholder meeting, subject to continued service.

• Shares acquired: 254,785 (price $0)
• Direct beneficial ownership after grant: 428,245 shares
• Indirect (trust) ownership: 69,438 shares held by the G. Richard Wagoner, Jr. Trust
• Total reported ownership: 497,683 shares

No derivative securities were reported. The transaction represents routine director compensation and does not involve open-market purchases or sales. Given ChargePoint’s ~400 million shares outstanding, the award corresponds to well under 0.15 % dilution and is not expected to have a material impact on valuation or voting power.

Positive

• Director equity alignment: Award increases insider exposure, modestly aligning board incentives with shareholder interests.

Negative

• Minor dilution: New RSU issuance adds ~0.06 % to share count, though impact is negligible.

Insights

Financial Analyst

TL;DR Routine RSU grant; negligible dilution; neutral impact.

The filing shows a standard equity award to a non-executive director. The 254.8 k RSUs equate to roughly 0.06 % of outstanding shares, posing immaterial dilution. No open-market buying or selling occurred, so there is limited signalling value regarding management’s view on valuation. The award does, however, maintain director equity alignment, a mild governance positive. Overall, the disclosure is ordinary course and should not meaningfully influence CHPT’s near-term trading dynamics.

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
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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^*

WAGONER G RICHARD JR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

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	07/08/2025		A		254,785(1)	A	$0	428,245	D
Common Stock								69,438(2)	I	By trust(3)

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 Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in full on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders, subject to the Reporting Person's continuous service with the Issuer through such date.

2. This amount includes 7,203 shares acquired by the Trust on December 14, 2022, in a pro-rata, in-kind distribution by Linse Capital CP, LLC to its members, including the Trust, for no additional consideration, in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended, by Rule 16a-9 thereunder.

3. The shares are held by the G. Richard Wagoner, Jr. Trust dated 7/13/1989 (the "Trust"), as amended and restated 10/19/2018 of which the Reporting Person is trustee.

Remarks:

	/s/ Natella Novruzova - Attorney-in-Fact	07/09/2025
	** 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).
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FAQ

How many ChargePoint (CHPT) shares did Director Richard Wagoner acquire?

He was granted 254,785 RSUs, each convertible into one common share.

What was the transaction date for the CHPT Form 4 filing?

The RSU grant was dated July 8, 2025.

What is Richard Wagoner’s total beneficial ownership in CHPT after the grant?

He now holds 428,245 shares directly and 69,438 shares indirectly, totaling 497,683 shares.

Does the RSU grant involve any cash outlay?

No. The RSUs were granted at $0 cost under director compensation.

When do the granted RSUs vest?

They vest on the earlier of one year from grant or the next annual meeting, subject to continuous service.

Is this filing material to ChargePoint’s share count?

The award represents less than 0.15 % of outstanding shares, so dilution is immaterial.