ChargePoint CEO has 7,631 shares withheld for taxes

ChargePoint’s CEO had shares withheld for taxes on RSU vesting and now directly holds 496,462 common shares, including ESPP purchases.

Rhea-AI Filing Summary

ChargePoint Holdings, Inc. (CHPT) reported that President and CEO Richard Wilmer had 7,631 shares of common stock withheld on September 20, 2026 to satisfy income tax withholding and remittance obligations related to the vesting of previously reported restricted stock units, at a reference price of $10.32 per share. This is not a sale into the market. Following this tax-withholding disposition, he directly holds 496,462 shares of common stock, which includes 500 shares acquired on September 9, 2026 under the company’s Employee Stock Purchase Plan in an exempt transaction under Rule 16b-3(d) and Rule 16b-3(c). No Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

Tax Withholding: 7,631 shares

Tax Withholding 1 txn

Insider Wilmer Richard

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	7,631	$10.32	$79K

Holdings After Transaction: Common Stock — 496,462 shares (Direct)

Footnotes (2)

1. F1. This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting of previously reported restricted stock units.
2. F2. Includes 500 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 withheld for taxes: 7,631 shares Reference price per share: $10.32 per share Shares held after transaction: 496,462 shares +3 more

6 metrics

Shares withheld for taxes 7,631 shares Common stock withheld on September 20, 2026 to satisfy tax and withholding obligations on RSU vesting

Reference price per share $10.32 per share Per-share amount used for the September 20, 2026 tax-withholding disposition

Shares held after transaction 496,462 shares Direct holdings of CHPT common stock by Richard Wilmer following the September 20, 2026 transaction

ESPP shares included 500 shares Shares acquired under the Employee Stock Purchase Plan on September 9, 2026 included in post-transaction holdings

Tax-withholding transaction count 1 transaction Number of code F transactions for payment of exercise price or tax liability reported in this Form 4

Total shares in tax-withholding category 7,631 shares Aggregate shares reported under code F in the transaction summary

Key Terms

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

5 terms

restricted stock units financial

"in connection with the vesting of previously reported 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 500 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.

withholding and remittance obligations financial

"to satisfy its income tax and withholding and remittance obligations"

FAQ

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

What insider transaction did CHPT’s CEO report on September 20, 2026?

Richard Wilmer reported 7,631 CHPT common shares withheld on September 20, 2026 to satisfy income tax and withholding obligations arising from the vesting of previously reported restricted stock units. The company notes this is not a sale of shares by the reporting person.

Was the September 20, 2026 CHPT insider transaction a market sale?

No. The filing states the September 20, 2026 transaction is not a sale of shares. It represents shares withheld by the issuer to meet income tax and withholding and remittance obligations related to vested restricted stock units.

How many CHPT shares does the CEO hold after the reported transaction?

After the September 20, 2026 withholding transaction, Richard Wilmer directly holds 496,462 shares of ChargePoint common stock. This total includes 500 shares acquired through the company’s Employee Stock Purchase Plan on September 9, 2026.

At what price were the CHPT shares withheld for taxes valued?

The 7,631 shares withheld on September 20, 2026 are reported at $10.32 per share. This per-share amount is used in the Form 4 as the reference price for the tax-withholding disposition related to restricted stock unit vesting.

Did CHPT’s CEO use a Rule 10b5-1 trading plan for this Form 4 transaction?

No. The Rule 10b5-1 checkbox is marked such that no Rule 10b5-1 trading plan is affirmed for the reported transaction. The filing does not indicate that the tax-withholding or related holdings occurred under a pre-arranged trading plan.

What CHPT share purchases by the CEO’s ESPP are mentioned in this Form 4?

A footnote states that the post-transaction holdings figure includes 500 shares acquired under ChargePoint’s Employee Stock Purchase Plan on September 9, 2026. This ESPP acquisition was exempt under 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 - 08:16 PM Accepted by SEC EDGAR 09/22/2026 - 08:15 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^*

Wilmer Richard

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2026

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	09/20/2026		F(1)		7,631	D	$10.32	496,462(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. This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting of previously reported restricted stock units.

2. Includes 500 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 - Attorney-in-Fact	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)