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

Rhea-AI Filing Summary

Wilmer Richard, President, CEO and director of ChargePoint Holdings, Inc. (CHPT), reported a non-sale transaction dated 09/20/2025 where 2,774 shares of common stock were withheld by the issuer at a price of $10.85 to satisfy tax withholding obligations related to vested restricted stock units. Following the transaction, Mr. Richard beneficially owned 494,143 shares. The filing notes a 1-for-20 reverse stock split effective July 28, 2025, and that the reported total includes 500 shares acquired under the Employee Stock Purchase Plan on September 9, 2025.

Positive

• Reporting person retains substantial ownership with 494,143 shares beneficially owned following the transaction
• Transaction was administrative (shares withheld for tax withholding on RSU vesting), not an open-market sale
• Includes 500 ESPP shares acquired on September 9, 2025, showing participation in issuer plans

Negative

• 2,774 shares were withheld to satisfy tax obligations, reducing the reporting person's share count by that amount
• Reverse stock split (1-for-20) required adjustment of reported share amounts, which can complicate historical share comparisons

Insights

Securities Analyst

TL;DR Insider withheld shares to cover taxes on vested RSUs; retains material ownership of 494,143 shares.

The Form 4 discloses a non-sale withholding of 2,774 shares at $10.85 tied to RSU vesting, a routine administrative action that does not represent a market disposition by the reporting person. The post-transaction beneficial ownership of 494,143 shares signals continued alignment with shareholders. Adjustments reflect a 1-for-20 reverse split effective July 28, 2025, and inclusion of 500 ESPP shares acquired on September 9, 2025.

Corporate Governance Expert

TL;DR Transaction is administrative (tax withholding) following RSU vesting; reporting person remains an executive insider.

The filing cleanly documents that the shares were withheld by the issuer to satisfy tax obligations rather than sold on the open market, which is typical after RSU vesting. The form confirms the reporting person's roles as President, CEO and director, and provides clarity on share counts post-reverse-split and inclusion of recent ESPP participation.

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).

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)

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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2025

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	09/20/2025		F(1)		2,774	D	$10.85	494,143(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. 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. 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	09/23/2025
	** 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 Wilmer Richard report on the Form 4 for CHPT?

The Form 4 reports that 2,774 shares were withheld by the issuer on 09/20/2025 to satisfy tax withholding for vested RSUs; post-transaction beneficial ownership is 494,143 shares.

Was this Form 4 transaction a sale of CHPT shares?

No. The filing explicitly states this was not a sale but shares withheld by the issuer to cover tax and withholding obligations related to RSU vesting.

Did the filing reflect any corporate actions affecting share counts?

Yes. The filing notes a 1-for-20 reverse stock split effective July 28, 2025, and indicates reported amounts have been adjusted accordingly.

Are any other share purchases noted in the Form 4?

Yes. The reported holdings include 500 shares acquired under the issuer's Employee Stock Purchase Plan on September 9, 2025.

What roles does the reporting person hold at ChargePoint?

The reporting person, Wilmer Richard, is identified as both a Director and the President and CEO of ChargePoint Holdings, Inc.