[144] QuantumScape Corporation SEC Filing

Rhea-AI Filing Summary

QuantumScape Corporation (QS) filed a Form 144 indicating that an unidentified insider intends to sell up to 1,302,600 Class A common shares through Goldman Sachs & Co. on or around 3 July 2025. At the company’s reported outstanding share count of 515,685,016, the proposed sale represents roughly 0.25 % of shares outstanding. The filing assigns an aggregate market value of US$9.14 million, implying an indicative price of about US$7.02 per share—generally consistent with recent trading ranges.

The shares were accumulated primarily via option exercises and performance-based compensation between 2017 and 2023, plus a sizable 2011 private acquisition of Class B stock now convertible to Class A. The filer reports no sales during the past three months. While Form 144 merely signals intent and not certainty of execution, it alerts the market to potential supply.

Investor Takeaway: A sale of this size is modest relative to total float and is unlikely to create meaningful dilution, yet insider selling can be viewed as a bearish sentiment indicator. The absence of recent sales and the structured use of a major broker suggest an orderly disposition rather than an urgent liquidation.

Positive

• Sale equals only 0.25 % of shares outstanding, limiting potential dilution and market overhang.
• No insider sales reported during the prior three months, suggesting the transaction is not part of an aggressive selling trend.

Negative

• Insider intends to dispose of 1.3 M shares worth approximately $9 M, which may be interpreted as reduced confidence in future share appreciation.

Insights

Portfolio Manager

TL;DR: Insider plans to sell 1.3 M QS shares (0.25 % float) worth $9 M; sentiment negative but dilution minimal.

From a portfolio-level lens, the transaction is small relative to QS’s daily liquidity and share base, so mechanical price impact should be contained. Nevertheless, insider disposition—especially when sourced from compensation awards—often signals limited near-term confidence in upside catalysts. Investors should monitor follow-through filings (Form 4) to verify execution volume and pricing versus the 144 notice. Given QS’s elevated volatility and cash-burn profile, insider sales can exacerbate bearish narratives even when numerically minor.

Corporate Governance Expert

TL;DR: Routine Form 144 with orderly broker execution; governance risk low, perception risk moderate.

The filer attests to possessing no undisclosed adverse information, aligning with Rule 144 requirements. Use of Goldman Sachs and the lack of 10b5-1 plan disclosure suggests a discretionary, but not stealth, sale structure. Because the insider acquired shares mainly via compensation, the monetisation is expected. No aggregation breaches or pattern of rapid sequential sales appear. Governance concerns are therefore minimal; the market impact hinges more on investor sentiment toward insider selling than on compliance issues.

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

144: Filer Information

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

144: 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: 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: 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

* 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: Securities Sold During The Past 3 Months

Nothing to Report

144: 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 proposed for sale?

Up to 1,302,600 Class A common shares are listed in the Form 144 filing.

What percentage of QuantumScape’s outstanding shares does the sale represent?

The sale equals roughly 0.25 % of the 515.7 million shares outstanding.

What is the estimated market value of the proposed QS insider sale?

The filing lists an aggregate market value of US$9.14 million.

When is the approximate sale date for the QuantumScape shares?

The shares may be sold on or about July 3, 2025.

Which broker will execute the sale of the QS shares?

The broker of record is Goldman Sachs & Co. LLC.