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

Rhea-AI Filing Summary

ChargePoint Holdings insider filing: CFO Mansi Khetani reported a sale of 1,302 shares of ChargePoint common stock on 09/23/2025 at a price of $11.2714 per share. The filing states the sale was a mandatory "sell-to-cover" to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units and was not a discretionary trade. After the reported transaction, the reporting person beneficially owned 134,306 shares (amounts adjusted for the 1-for-20 reverse stock split effective July 28, 2025). The filing also notes acquisition of 500 shares under the Employee Stock Purchase Plan on 09/09/2025.

Insights

Corporate Governance Expert

TL;DR: Routine compliance filing; sale was a mandatory sell-to-cover tied to RSU tax withholding, not an opportunistic disposition.

The Form 4 documents a common, non-discretionary internal equity mechanics action rather than an independent trading decision by management. Reporting that the sale was required to satisfy tax withholding for RSU settlement reduces potential governance concerns about insider timing. The adjustment for the 1-for-20 reverse split is properly disclosed and the inclusion of an ESPP purchase indicates ongoing participation in company equity programs. No additional governance or control changes are reported.

Securities Analyst

TL;DR: Small, routine insider sale to cover taxes; ownership remained at six-figure level after split adjustment.

The transaction size—1,302 shares sold at $11.2714—is described as sell-to-cover and tied to RSU vesting; this implies the sale was non-discretionary and executed per plan rules. Beneficial ownership after the sale is reported as 134,306 shares (post 1-for-20 reverse split adjustment). The separate note that 500 shares were acquired via the ESPP on 09/09/2025 is a minor inflow of equity. From a market-impact perspective, this filing signals routine employee-equity housekeeping rather than material insider reallocation.

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).

1. Name and Address of Reporting Person^*

Khetani Mansi

(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)
	CFO

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)		1,302	D	$11.2714	134,306(2)(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. 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.

3. Includes 500 shares acquired under the Issuer's Employee Stock Purchase Plan on September 9, 2025, in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Remarks:

	/s/ Natella Novruzova - Attorney-in-Fact	09/24/2025
	** 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).
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