chpt-202606290001777393false00017773932026-06-292026-06-29
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 29, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2026, ChargePoint Holdings, Inc. (the “Company”) entered into the first amendment (the “Amendment”) to the Severance and Change in Control Agreement, dated November 15, 2023 (the “CIC Agreement”), with Richard Wilmer, the Company’s Chief Executive Officer. The Amendment removes the scheduled termination date of the CIC 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 qualified in its entirety by reference to the full text of the Amendment, which its attached hereto as Exhibits 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| | |
| 10.1 | | |
| 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 30, 2026
CHARGEPOINT HOLDINGS, INC.
FIRST AMENDMENT TO
SEVERANCE AND CHANGE IN CONTROL AGREEMENT
This FIRST AMENDMENT TO THE SEVERANCE AND CHANGE IN CONTROL AGREEMENT (this “Amendment”) by and between ChargePoint Holdings, Inc., a Delaware corporation (the “Company”), and Rick Wilmer (the “Executive”) is entered into and made effective as of June 29, 2026 (the “Amendment Date”).
WITNESSETH
WHEREAS, the Company and Executive entered into that certain Severance and Change in Control Agreement, dated November 15, 2023 (the “Severance Agreement”); and
WHEREAS, the Company and Executive now wish to amend the Severance Agreement as provided herein, effective as of the Amendment Date.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the terms and conditions set forth below, the Company and Executive hereby agree as follows:
1.Section 1 of the Severance Agreement is amended in its entirety to read as follows:
Term. This Agreement shall continue until Executive’s Separation. Termination of this Agreement shall not affect any rights or obligations of any party that have accrued or become vested prior to such Separation.
2.This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
3.This Amendment, including the validity, interpretation, construction and performance of this Amendment, shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed in such State, without regard to such State’s conflicts of law principles.
4.Except as provided herein, all provisions of the Severance Agreement are and shall remain in full force and effect and are hereby ratified and confirmed in all respects and the execution, delivery, and effectiveness of this Amendment shall not operate as a waiver or amendment of any provision of the Severance Agreement not specifically amended or supplemented.
Signatures on the Following Page
SIGNATURE PAGE TO FIRST AMENDMENT TO SEVERANCE AND CHANGE IN CONTROL AGREEMENT
In Witness Whereof, the parties have executed this Amendment as of the date first written above.
CHARGEPOINT HOLDINGS, INC.
By:_/s/ Bruce Chizen______________________
Name: Bruce Chizen
Title: Chairman of the Board
EXECUTIVE
_/s/Rick Wilmer_____________________
Rick Wilmer