[144/A] QuantumScape Corporation SEC Filing

Rhea-AI Filing Summary

QuantumScape Corp. (QS) – Form 144/A filing discloses a planned sale of 1,302,600 Class A common shares through Goldman Sachs & Co. LLC on or about 3 July 2025. The amount equals roughly 0.25 % of the company’s 515.7 million shares outstanding. Aggregate market value of the proposed sale is listed at $9.14 million.

The shares were primarily acquired via long-term equity compensation and option exercises between 2011-2023, plus conversion of earlier Class B shares. No sales have been made by the filer in the past three months, and the filer attests to not possessing undisclosed material adverse information. No earnings or balance-sheet data accompany the notice; the filing is strictly a regulatory disclosure of an intended insider disposition under Rule 144.

Positive

• None.

Negative

• Insider disposition: Form 144/A reveals intent to sell 1.3 million shares, which can create short-term supply and negative sentiment despite being only ~0.25 % of outstanding shares.

Insights

Corporate Governance Expert

TL;DR: Insider plans to sell 1.3 M QS shares (~0.25 % float); modest size limits impact but could raise short-term sentiment concerns.

The Form 144/A signals an upcoming Rule 144 sale by a company insider or affiliate. Although 1.3 million shares sound large in absolute terms, they represent only a quarter-percent of the outstanding Class A shares. The transaction’s ~$9 million value is immaterial to QuantumScape’s multi-billion-dollar market capitalisation and does not alter control dynamics. There is no evidence of multiple insiders selling in coordination, and past three-month sales are reported as ‘Nothing to Report,’ reducing aggregation risk under Rule 144(e). Investors may still interpret any insider liquidation—especially via a broker such as Goldman Sachs—as a signal of limited near-term confidence, possibly adding minor overhang to the stock. Absent other catalysts, I view the disclosure as informational rather than fundamentally negative.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144/A

144/A: Filer Information

Filer CIK
Filer CCC
Previous Accession Number Of The Filing
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144/A: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144/A: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	1302600	9144252	515685016	07/03/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144/A: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	03/15/2017	Acquired as compensation -- Performance Awards	Issuer			197649	03/15/2017	Compensation
Class A Common Stock	08/16/2021	Acquired upon option exercise	Issuer			15294	08/16/2021	Option exercise
Class A Common Stock	11/15/2021	Acquired upon option exercise	Issuer			13786	11/15/2021	Option exercise
Class A Common Stock	02/15/2022	Acquired upon option exercise	Issuer			20455	02/15/2022	Option exercise
Class A Common Stock	05/16/2022	Acquired upon option exercise	Issuer			15845	05/16/2022	Option exercise
Class A Common Stock	11/15/2022	Acquired upon option exercise	Issuer			3258	11/15/2022	Option exercise
Class A Common Stock	11/15/2022	Acquired upon option exercise	Issuer			14111	11/15/2022	Option exercise
Class A Common Stock	05/15/2023	Acquired upon option exercise	Issuer			3366	05/15/2023	Option exercise
Class A Common Stock	05/15/2023	Acquired upon option exercise	Issuer			8264	05/15/2023	Option exercise
Class A Common Stock	05/15/2023	Acquired upon option exercise	Issuer			14582	05/15/2023	Option exercise
Class A Common Stock	08/15/2023	Acquired upon option exercise	Issuer			3434	08/15/2023	Option exercise
Class A Common Stock	08/15/2023	Acquired upon option exercise	Issuer			3775	08/15/2023	Option exercise
Class A Common Stock	08/15/2023	Acquired upon option exercise	Issuer			8430	08/15/2023	Option exercise
Class A Common Stock	08/15/2023	Acquired upon option exercise	Issuer			14872	08/15/2023	Option exercise
Class A Common Stock	08/22/2023	Acquired upon option exercise	Issuer			1883	08/22/2023	Option exercise
Class A Common Stock	11/15/2023	Acquired upon option exercise	Issuer			3177	11/15/2023	Option exercise
Class A Common Stock	11/15/2023	Acquired upon option exercise	Issuer			3493	11/15/2023	Option exercise
Class A Common Stock	11/15/2023	Acquired upon option exercise	Issuer			7800	11/15/2023	Option exercise
Class A Common Stock	01/17/2011	Acquired Class B common shares from Issuer in private transaction; Class B common shares to be converted to Class A common shares in connection with any sales	Issuer			669197	01/17/2011	None
Class A Common Stock	03/06/2023	Acquired as a gift	The Timothy Holme 2020 Annuity Trust		01/17/2011	279929	03/06/2023	None

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144/A: Securities Sold During The Past 3 Months

Nothing to Report

144/A: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many QuantumScape (QS) shares are being sold under this Form 144/A?

The filing covers 1,302,600 Class A common shares.

What percentage of QuantumScape’s outstanding shares does 1,302,600 represent?

Approximately 0.25 % of the company’s 515,685,016 shares outstanding.

When is the proposed sale date for the QS shares?

The approximate sale date listed is July 3, 2025.

Which broker is handling the insider sale for QuantumScape?

The shares will be sold through Goldman Sachs & Co. LLC.

What is the aggregate market value of the shares to be sold?

The filing states an aggregate market value of $9.14 million for the 1.3 million shares.

Were any QuantumScape shares sold by this insider in the prior three months?

No. The section ‘Securities Sold During The Past 3 Months’ reports “Nothing to Report.”