[Form 4] The Ensign Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ChargePoint Holdings, Inc. (NYSE: CHPT) filed an 8-K covering board and corporate actions taken between 7-7-2025 and 7-9-2025.

Key personnel change: Chief Legal Officer & Corporate Secretary Rebecca Chavez will resign effective July 25, 2025 to pursue another opportunity.

2025 Annual Meeting results (58.6 % quorum):

• Four Class II directors were re-elected to serve until 2028.
• PWC ratified as independent auditor for FY 2026.
• Advisory “say-on-pay” passed (80.3 m for vs. 15.2 m against).
• Reverse Stock Split amendment approved (232.9 m for, 34.1 m against) allowing a split ratio between 1-for-2 and 1-for-30.
• Corporate Opportunity Waiver amendment failed.
• Adjournment authority approved.

Reverse stock split executed: On July 9, 2025 the Nominating & Governance Committee set the ratio at 1-for-20, effective 12:01 a.m. ET on July 28 2025. Outstanding shares will drop from ~467.1 million to ~23.4 million; equity awards, warrants and convertible notes will be proportionally adjusted. No fractional shares will be issued; cash will be paid in lieu. The action targets regaining NYSE compliance after falling below the US$1.00 minimum price in February 2025. Trading symbol remains CHPT; new CUSIP 15961R 303.

Material implications for investors:

• The split should immediately lift the per-share price and preserve the NYSE listing, but it does not improve underlying fundamentals.
• Share count reduction may increase per-share metrics (EPS, book value) mechanically, with no change in proportional ownership.
• Departure of the CLO introduces near-term succession and governance risk.
• Failure of the corporate opportunity waiver suggests some shareholder concern over governance amendments.

Positive

• Reverse stock split approved and set at 1-for-20, preserving NYSE listing eligibility
• Auditor (PwC) ratified and all Class II directors re-elected, ensuring board and audit continuity

Negative

• Need for reverse split confirms shares traded below US$1, reflecting weakened market valuation
• Chief Legal Officer & Corporate Secretary Rebecca Chavez resigns, creating leadership gap
• Corporate Opportunity Waiver amendment failed, indicating shareholder governance concerns

Insights

Equity Research Analyst

TL;DR: Reverse split preserves listing; neutral fundamental impact, modest governance headwinds from CLO exit.

The 1-for-20 reverse split is primarily a compliance maneuver to avoid NYSE delisting after sub-US$1 trading. While it should raise the market price by a factor of 20, it neither affects enterprise value nor liquidity in any material way aside from a likely narrower retail float. Management avoided maximum dilution by picking a mid-range ratio rather than the higher 1-for-30 allowed. Director re-elections and auditor ratification remove immediate governance overhangs, yet the unexpected resignation of the Chief Legal Officer revives succession risk in a heavily regulated industry. The failed corporate-opportunity waiver shows modest shareholder push-back but is non-critical to operations. Overall, the filing is operationally neutral: it prevents a negative delisting catalyst but does not provide new growth drivers.

Corporate Governance Specialist

TL;DR: Governance picture mixed—key legal officer exits and proposal defeat offset routine board approvals.

The resignation of Ms. Chavez removes an experienced legal steward during a period of strategic repositioning, heightening compliance and litigation exposure until a successor is named. Although shareholders backed director nominees and executive pay, roughly 15 % voted against compensation, highlighting sensitivity to dilution and performance metrics. The defeat of the corporate-opportunity waiver signals investor reluctance to loosen fiduciary safeguards, a subtle win for minority holders. Adoption of the reverse split aligns with shareholder interest in maintaining liquidity via NYSE listing; however, repeated reliance on mechanical price fixes can erode confidence in long-term value creation. Net governance impact is modestly negative.

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).

X

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^*

Snapper Suzanne D.

(Last) (First) (Middle)

29222 RANCHO VIEJO ROAD

SUITE 127

(Street)

SAN JUAN CAPISTRANO CA 92675

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENSIGN GROUP, INC [ ENSG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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

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	07/07/2025		M		10,618(1)	A	$21.39	278,071	D
Common Stock	07/07/2025		S		5,579(1)	D	$147.7933(2)	272,492	D
Common Stock	07/07/2025		S		2,500(1)	D	$148.9048(3)	269,992	D
Common Stock	07/07/2025		S		300(1)	D	$150.0667(4)	269,692	D
Common Stock								59,015	I	by Trust(5)

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
Employee Stock Option (right to buy)	$21.39	07/07/2025		M(1)			10,618	07/30/2016(6)	07/30/2025	Common Stock	10,618	$0	0	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on November 15, 2024.

2. This transaction was executed in multiple trades at prices ranging from $147.40 to $148.34. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. This transaction was executed in multiple trades at prices ranging from $148.45 to $149.43. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. This transaction was executed in multiple trades at prices ranging from $149.68 to $150.28. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

5. Shares held of record by Suzanne Snapper and Eric Snapper, spouse of the Reporting Person, Trustees of Eric and Suzanne Snapper Family Trust.

6. These shares were granted July 30, 2015 and vested over 5 equal annual installments.

Remarks:

	/s/ Chad A. Keetch, as power of attorney	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).
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

Why is ChargePoint (CHPT) executing a 1-for-20 reverse stock split?

The split is intended to lift CHPT’s price above US$1.00 and restore compliance with NYSE listing Rule 802.01C.

When will the CHPT reverse split take effect?

12:01 a.m. ET on July 28 2025; trading will begin on a split-adjusted basis the same day.

How many ChargePoint shares will be outstanding after the split?

Approximately 23.4 million shares, down from about 467 million before the split.

Did shareholders approve executive compensation at the 2025 meeting?

Yes. 80.3 million votes supported the advisory say-on-pay proposal; 15.2 million opposed.

Who is leaving ChargePoint’s executive team?

Chief Legal Officer & Corporate Secretary Rebecca Chavez will resign effective July 25 2025.

Was the Corporate Opportunity Waiver amendment approved?

No. It failed with 5.8 million votes against and 2.0 million abstentions.