[144] QuantumScape Corporation SEC Filing

Rhea-AI Filing Summary

QuantumScape Corporation (QS) Form 144 notifies a proposed sale of 455,884 shares of Class A common stock, with an aggregate market value of $3,487,512.60, to be sold on 09/04/2025 on the NYSE. The filing lists multiple acquisition events for the securities being sold, including a gift from the Timothy Holme 2020 Annuity Trust and a series of restricted stock unit grants from the issuer between 02/21/2024 and 08/15/2025. It also discloses recent sales in July 2025 by related parties totaling 523,809 shares for gross proceeds of $4,315,914.41. The filer certifies no undisclosed material adverse information and provides broker information for the planned sale.

Positive

• Clear provenance of shares is provided, including gift and RSU grant dates
• Broker and planned sale date are disclosed (Goldman Sachs & Co. LLC; 09/04/2025)
• Recent related-party sales are reported, increasing transparency

Negative

• Substantial insider-related selling pressure is indicated by the planned sale of 455,884 shares
• Significant recent dispositions in July 2025: 523,809 shares sold for $4,315,914.41

Insights

Securities Analyst

TL;DR: Routine Rule 144 disclosure of a significant insider-related sale; factual transparency on acquisition sources and recent dispositions.

The notice documents a proposed sale of 455,884 Class A shares valued at $3.49 million, slated for 09/04/2025, and identifies the broker handling the trade. The filing traces the provenance of the shares to both a prior gift and multiple issuer RSU grants, which clarifies the holding periods and transfer mechanics relevant under Rule 144. Recent July 2025 sales by related parties totaling 523,809 shares for $4.32 million are also disclosed, which investors may consider when assessing insider liquidity but do not, by themselves, constitute operational or financial statements about the company.

Corporate Governance Expert

TL;DR: Properly completed Form 144 showing insider-related transfers and planned market sales; disclosure appears procedurally compliant.

The filing lists the nature of acquisitions (gift, RSUs, conversion of Class B shares) and includes a signer representation about the absence of undisclosed material information. The record of multiple acquisition dates and the broker name supports compliance with resale rules. The disclosure of recent sales by related trusts and the individual provides transparency on insider dispositions. The document does not present any governance actions or allegations beyond routine securities disposition reporting.

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	455884	3487512.6	522939205	09/04/2025	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	03/06/2023	Acquired as a gift	The Timothy Holme 2020 Annuity Trust		01/17/2011	89846	03/06/2023	None
Class A Common Stock	02/21/2024	Acquired as compensation -- Restricted Stock Units	Issuer			13043	02/21/2024	Compensation
Class A Common Stock	08/05/2024	Acquired as compensation -- Restricted Stock Units	Issuer			2601	08/05/2024	Compensation
Class A Common Stock	08/15/2024	Acquired as compensation -- Restricted Stock Units	Issuer			30125	08/15/2024	Compensation
Class A Common Stock	11/15/2024	Acquired as compensation -- Restricted Stock Units	Issuer			25331	11/15/2024	Compensation
Class A Common Stock	02/18/2025	Acquired as compensation -- Restricted Stock Units	Issuer			55022	02/18/2025	Compensation
Class A Common Stock	02/28/2025	Acquired as compensation -- Restricted Stock Units	Issuer			25286	02/28/2025	Compensation
Class A Common Stock	05/15/2025	Acquired as compensation -- Restricted Stock Units	Issuer			72822	05/15/2025	Compensation
Class A Common Stock	08/15/2025	Acquired as compensation -- Restricted Stock Units	Issuer			33153	08/15/2025	Compensation
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			108655	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Timothy Holme 1730 Technology Drive San Jose CA 95110	Class A Common Stock	07/03/2025	358330	2510173.32
The Holme 2020 Irrevocable Trust dtd 8/21/2020 1730 Technology Drive San Jose CA 95110	Class A Common Stock	07/03/2025	98073	687020.98
The Holme 2020 Irrevocable Trust dtd 8/21/2020 1730 Technology Drive San Jose CA 95110	Class A Common Stock	07/07/2025	11906	83315.81
Timothy Holme 1730 Technology Drive San Jose CA 95110	Class A Common Stock	07/07/2025	43500	304404.3

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

What does QS Form 144 disclose about the planned sale on 09/04/2025?

The filing discloses a proposed sale of 455,884 Class A shares valued at $3,487,512.60 to be executed on 09/04/2025 on the NYSE through Goldman Sachs & Co. LLC.

Who acquired the securities being sold and how were they acquired?

The shares were acquired via a gift from The Timothy Holme 2020 Annuity Trust, conversion of Class B shares, and multiple restricted stock unit (RSU) grants from the issuer between 02/21/2024 and 08/15/2025.

Have any related-party sales occurred recently for QS?

Yes. In July 2025 related parties sold a total of 523,809 shares for gross proceeds of $4,315,914.41 across transactions on 07/03/2025 and 07/07/2025.

What broker is handling the proposed sale listed in the Form 144?

The broker named is Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282.

Does the filing state any undisclosed material adverse information about QS?

The filer represents by signature that they do not know any material adverse information