UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): June 329, 2026

ChargePoint Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39004

84-1747686

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


240 East Hacienda Avenue Campbell, CA						95008
(Address of Principal Executive Offices)						(Zip Code)

(408) 841-4500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, par value $0.0001

CHPT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3 29, 2026, ChargePoint Holdings, Inc. (the “Company”) ~~issued~~entered ainto ~~press~~the ~~release~~first ~~announcing~~amendment ~~its~~(the ~~financial~~“Amendment”) ~~results~~to ~~for~~the ~~its~~Severance ~~fiscal~~and ~~first~~Change ~~quarter~~in ~~ended~~Control ~~April 30~~Agreement, ~~2026~~dated November 15, 2023 (the “CIC Agreement”), with Richard Wilmer, the Company’s Chief Executive Officer. The AAmendment ~~copy~~removes the scheduled termination date of the ~~press~~CIC ~~release~~Agreement, which was scheduled to expire on December 31, 2026, with the CIC Agreement now continuing until Mr. Wilmer’s separation from the Company. The foregoing description of the Amendment is ~~furnished~~qualified ~~herewith~~in its entirety by reference to the full text of the Amendment, which its attached hereto as ~~Exhibit~~Exhibits 9910.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description of Exhibit
99.1						Press release dated June 3, 2026
10.1						First Amendment to Severance and Change in Control Agreement, between ChargePoint Holdings, Inc. and Rick Wilmer, dated June 29, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



CHARGEPOINT HOLDINGS, INC.

By:						/s/ Mansi Khetani
						Name: Mansi Khetani
						Title: Chief Financial Officer

Date: June 3 30, 2026

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