[144] QuantumScape Corporation SEC Filing

Rhea-AI Filing Summary

QuantumScape Corp. (QS) – Form 144 filing discloses a planned insider sale of 500,000 common shares through Morgan Stanley Smith Barney. The shares have an aggregate market value of US$5.80 million based on the market price at the time of filing and are expected to be sold on or after 25 Jul 2025 on the NYSE. QuantumScape has 515.7 million shares outstanding, so the proposed sale represents roughly 0.1 % of shares outstanding.

The shares derive from multiple restricted-stock vesting events between 2021-2024 and a same-day exercise of 300,000 options. No sales have occurred in the past three months, and the filer certifies no undisclosed material adverse information. Form 144 is a notice only; it does not guarantee that a sale will occur, nor does it specify the identity of the selling shareholder, although the relationship to the issuer is indicated as an insider.

Key takeaways for investors: (1) the sale size is modest relative to float, (2) the transaction may increase trading volume around the listed sale date, and (3) insider dispositions can signal personal liquidity events but may raise sentiment concerns if viewed as lack of confidence.

Positive

• Sale amounts to only ~0.1 % of outstanding shares, implying negligible dilution or market supply impact.
• No prior sales in past three months, indicating controlled disposal cadence rather than continuous insider selling.

Negative

• Insider disposition of 500,000 shares may be perceived negatively by the market, potentially pressuring sentiment.
• Large option exercise (300,000 shares) immediately preceding sale could be viewed as opportunistic profit-taking.

Insights

Securities Analyst

TL;DR: Insider plans to sell 0.1 % of QS shares (500k) worth $5.8 M; limited dilution but could pressure sentiment.

The filing indicates an individual affiliated with QuantumScape will attempt to sell 500,000 shares on or after 25 Jul 2025. Relative to the 515.7 M shares outstanding, this is immaterial to float and should not affect liquidity or valuation metrics. However, insider sales—especially coupled with a 300 k option exercise—often trigger headline-driven weakness, particularly for high-beta, pre-revenue companies like QS. Investors should watch subsequent Form 4s to confirm execution price and volume.

Corporate Governance Expert

TL;DR: Routine Rule 144 notice; sale scale immaterial, governance risk minimal.

Form 144 serves as disclosure rather than approval. The absence of past-quarter sales and aggregation of shares from scheduled vesting suggests a liquidity diversification, not necessarily a red flag. No material non-public information is asserted. Unless future filings reveal accelerated or larger-scale selling, governance implications remain neutral.

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
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	144951	1681839.87	515685016	07/25/2025	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 *
Common	06/06/2023	Restricted stock vesting under a registered plan	Issuer			10064	06/06/2023	Not Applicable
Common	06/03/2025	Restricted stock vesting under a registered plan	Issuer			24149	06/03/2025	Not Applicable
Common	02/15/2023	Restricted stock vesting under a registered plan	Issuer			3122	02/15/2023	Not Applicable
Common	07/25/2025	Exercise of options under a registered plan	Issuer			107616	07/25/2025	Not Applicable

* 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

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 registered for sale?

500,000 common shares are listed for potential sale.

What is the total market value of the shares in this Form 144?

The aggregate market value is approximately US$5.8 million.

When can the insider begin selling these QS shares?

The approximate sale date disclosed is 25 July 2025.

What percentage of QuantumScape’s outstanding shares does this represent?

About 0.1 % of the company’s 515.7 million shares outstanding.

Which broker is handling the sale?

The filing names Morgan Stanley Smith Barney LLC as the broker.

Are these shares newly issued or from prior equity awards?

Shares originate from restricted-stock vesting events and an option exercise on the filing date.