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[8-K] QuantumScape Corp Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

QuantumScape Corporation reported fourth quarter and full-year 2025 results and outlined its 2026 goals. The company achieved key 2025 milestones, including integrating its Cobra process into production, shipping Cobra-based QSE-5 cells to the Volkswagen Group, expanding commercial engagements with additional global automotive OEMs, and installing its Eagle Line pilot cell production line.

For Q4 2025, GAAP operating expenses were $110.5M and GAAP net loss was $100.1M$472.6M and GAAP net loss was $435.1M. Full-year 2025 Adjusted EBITDA loss was $252.3M, representing an approximately 10% year-over-year improvement. Capital expenditures were $36.3M for 2025 and are expected to be $40M–$60M in 2026. Customer billings were $19.5M in 2025, and liquidity at year-end totaled $970.8M.

For 2026, QuantumScape expects full-year Adjusted EBITDA loss between $250M and $275M as it focuses on demonstrating scalable production on the Eagle Line, advancing automotive commercialization, expanding into new high-value markets, and progressing beyond its current QSE-5 platform.

Positive

  • None.

Negative

  • None.

Insights

QuantumScape advanced commercialization milestones while maintaining a large but improving loss profile.

QuantumScape reports 2025 as a pivotal execution year. It integrated its Cobra process into its production baseline, shipped Cobra-based QSE-5 cells to the Volkswagen Group, and installed the Eagle Line pilot production line that will underpin scalable manufacturing and licensing efforts.

Financially, the company remains loss-making, with full-year 2025 GAAP net loss of $435.1M and GAAP operating expenses of $472.6M. However, full-year Adjusted EBITDA loss of $252.3M represents an approximately 10% year-over-year improvement, suggesting progress in cost discipline even as development and commercialization activities ramp.

Liquidity was strong at $970.8M at the end of 2025, providing a buffer to pursue 2026 goals, including demonstrating scalable Eagle Line production, advancing multiple global automotive programs, and targeting new high-value markets. The 2026 Adjusted EBITDA loss outlook of $250M–$275M indicates continued heavy, but relatively stable, investment in technology and commercialization.

0001811414false00018114142026-02-112026-02-11

 

 

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 of earliest event reported): February 11, 2026

QuantumScape Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39345

85-0796578

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

1730 Technology Drive,

San Jose, California

95110

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (408) 452-2000

Not Applicable

(Former name or former address, if changed since last report)

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

Class A common stock, par value $0.0001 per share

 

QS

 

The Nasdaq Stock Market LLC

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 2.02 Results of Operations and Financial Condition.

On February 11, 2026, QuantumScape Corporation (the “Company”) announced its business and financial results for its fourth quarter and fiscal year ended December 31, 2025. A copy of the Company’s Shareholder Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On February 11, 2026, the Company issued a press release announcing the release of its business and financial results. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in this Item 2.02 and in the accompanying Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

Description

 99.1*

Letter to Shareholders – Q4 Fiscal 2025 dated February 11, 2026

 99.2*

Press Release dated February 11, 2026

 104

 

  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

 

 


 

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 thereunto duly authorized.

 

QUANTUMSCAPE CORPORATION

Date: February 11, 2026

By:

/s/ Kevin Hettrich

Kevin Hettrich

Chief Financial Officer (Principal Financial and Accounting Officer)

 

 


 

Exhibit 99.1

 

img120573443_0.jpg

Q4 FISCAL 2025 LETTER TO SHAREHOLDERS

 


 

Dear shareholders,

We are pleased to provide you with a review of our activities over the course of 2025 and lay out our goals for the year ahead.

2025 Year in Review

2025 was an extraordinary year on all fronts for QS. At the beginning of the year, we set aggressive goals for ourselves: to baseline the Cobra process, ship Cobra-based QSE-5 cells, install equipment for our Eagle Line, and expand our commercial engagements. We’re proud to report that we succeeded on all four key goals.

In June we announced that our breakthrough Cobra process has been integrated into our cell production baseline. With the introduction of Cobra and associated innovations, we have made major improvements in the production process for our proprietary ceramic separator, the heart of our solid-state battery technology. This groundbreaking process enables gigawatt-hour-scale production and is a catalyst for our capital-light development and licensing business model.

With respect to commercial engagements, in 2025 we expanded our collaboration and licensing arrangement with PowerCo, the battery manufacturer of the Volkswagen Group. We also added two major global automotive OEMs to our portfolio of customers, announcing new joint development and technology evaluation agreements. Additionally, in 2025 we issued our first customer billings.

As laid out in our Strategic Blueprint, we are building out a global ecosystem of leading technology partners to drive innovation and scale up production to meet the growing demand for better batteries. In 2025 we added two globally renowned ceramics production experts – Murata Manufacturing and Corning – to our QS ecosystem. We capped the year with our second annual Solid-State Battery Symposium in Kyoto, Japan, where we brought together ecosystem partners, automotive OEM customers and government officials.

img120573443_1.jpg

QS representatives and guests at the 2025 Solid-State Battery Symposium in Kyoto, Japan. From left to right: QS CTO and co-founder Tim Holme; QS CDO Mohit Singh; Nagato Omori, Executive Vice President, Murata; Dr. Karim Zaghib, Professor of Chemical & Materials Engineering, Concordia University; Kazuhiro Doi, Corporate Executive, Nissan; QS CEO Siva Sivaram; Atsushi Ogawa, Chief Operating Officer, Innovative Research Excellence, Honda; QS COO Luca Fasoli

 

 


 

2025 also saw milestones in our technology commercialization roadmap, with Cobra-based QSE-5 cells shipped to the Volkswagen Group. In September we made headlines as the Ducati V21L race bike powered by QSE-5 cells rode across the stage at IAA Mobility in Munich. This exciting event was the world debut of our solid-state lithium-metal battery technology in a real-world electric vehicle.

Finally, over the course of 2025 we installed our pilot cell production line, the Eagle Line. On February 4, 2026, we held an inauguration event for the Eagle Line, with attendance from automotive OEM customers, technology partners and local and state government officials. Incorporating the innovative Cobra process, the Eagle Line is a suite of equipment, materials and highly automated processes forming the blueprint for production of QS technology.

img120573443_2.jpg

QS CEO Siva Sivaram, COO Luca Fasoli, and board chairman Dennis Segers celebrate the inauguration of the Eagle Line

Cell assembly equipment on the Eagle Line

 


2026 Outlook

In 2026 we intend to continue our systematic, methodical and iterative execution toward our development and commercialization goals. Our core activity will be to demonstrate scalable production of our solid-state battery technology using the Eagle Line. This effort includes the initial line ramp as well as continuous improvement of productivity, quality and reliability. At the same time, we will be working closely with our major global automaker customers to meet their individual requirements and co-develop industrialization strategies for their applications. The Eagle Line is the foundation on which these commercialization efforts are built.

As laid out in our Strategic Blueprint, we have always seen strong demand for better batteries across a broad array of applications. From data center and robotics to aviation and defense, we see a rapidly expanding landscape of opportunities for our technology platform to create and capture value for our shareholders. As we execute on our existing pipeline of automotive customers and ecosystem engagements, we will also aim to position ourselves to pursue these new opportunities.

While scaling production with our partners and expanding our commercial horizons, we will continue pushing the technology frontier forward. We see opportunities to improve our battery technology platform, to increase performance, reduce cost, and further enhance our value proposition for our existing and prospective customers.

 

 

3

 


 

img120573443_3.jpg

In January we welcomed Geoff Ribar to our board of directors. Geoff is a tech industry veteran with deep licensing expertise and decades of experience in CFO roles at Cadence Design Systems, Matrix Semiconductor and Nvidia, among others. He was formerly Vice President and corporate controller at Advanced Micro Devices (AMD).

“QS is working to bring a transformational technology to global scale. Energy storage is a critical enabler of future technology progress, and QS is one of the clear leaders revolutionizing the industry. I’m excited to join the board of directors at this pivotal point in the company’s history.”

 

2026 Annual Goals

In 2026, we will continue to pursue a set of ambitious goals as we bring our revolutionary technology to market.

Demonstrate scalable production with the Eagle Line

The purpose of the Eagle Line is threefold. First, it will produce QSE-5 cells to support customer sampling and testing, technology demonstrations and product integration efforts. Second, the Eagle Line will show scalable process steps for production of our battery technology, to enable licensing partners to bring our technology to gigawatt-hour scale in their own facilities. Third, the Eagle Line gives us a platform to develop and test further enhancements and refinements at meaningful scale, allowing us to accelerate our advanced development efforts. In 2026, we will demonstrate the scalability of the Eagle Line through increasingly efficient cell output.

Advance automotive commercialization

The automotive market remains our core focus, and in 2026 we aim to advance our automotive customers through the stages of our technology development and licensing business model. Working with multiple global auto OEM customers, we will use our technology platform to tailor product solutions for vehicle programs, undertake field testing and implement customer-specific industrialization strategies.

Expand into new high-value markets

Our solid-state battery technology offers a step-change improvement over conventional lithium-ion technology. Batteries are becoming a disruptive force across the entire economy, and we see the opportunity set for advanced energy storage expanding across existing and new applications. In 2026, we aim to seize opportunities where our differentiated solid-state technology can capture significant value.

Go beyond QSE-5

As a technology innovation company, we will continue to push the frontier of battery performance as we ramp production of our current QSE-5 platform. In 2026 we are focused on further advancements to meet the ever-growing need for energy storage in existing and emerging applications, and this year we will announce progress along our technology roadmap.

 

 

4

 


 

Financial Outlook

GAAP operating expenses and GAAP net loss in Q4 were $110.5M and $100.1M, and for full-year 2025 were $472.6M and $435.1M, respectively. Adjusted EBITDA loss was $63.3M in Q4, in line with expectations, and for full-year 2025 was $252.3M, within guidance and representing an approximately 10% year-over-year improvement. For 2026, we expect full-year Adjusted EBITDA loss to be between $250M and $275M as we work toward our goals while continuing to drive operational efficiency across the company. A table reconciling 2025 GAAP net loss and Adjusted EBITDA is available in the financial statement at the end of this shareholder letter.

Capital expenditures in the fourth quarter were $12.3M, and for full-year 2025 were $36.3M, within guidance. Q4 capex primarily supported facilities and equipment purchases for the Eagle Line. For 2026, we expect full-year capex to be between $40M and $60M.

Customer billings for full-year 2025 were $19.5M. As a reminder, customer billings may vary from quarter to quarter due to fluctuations in activity as we progress through various phases of engagement. “Customer billings” is a key operational metric meant to give insight into customer activity and future cash inflows. The metric is not a substitute for revenue under U.S. GAAP. We ended 2025 with $970.8M in liquidity and will remain prudent with our strong balance sheet going forward.

As always, we encourage investors to read more on our financial information, business outlook, and risk factors in our quarterly and annual SEC filings on our investor relations website.

 

Strategic Outlook

2025 was a remarkable year, and it would not have been possible without the tireless effort of our outstanding employees. Our ambitious goals for 2026 will require consistent and continued disciplined execution on the part of the team.

Looking at the broader landscape, the world at large faces important challenges around technology and secure supply chains. We view this as a golden opportunity – our mission to revolutionize energy storage has positioned us to offer solutions to these exact challenges.

 

 

5

 


 

For industry partners who need better batteries, we seek to offer a futureproof technology platform that delivers better performance across the board and continuously improves over time. For players across the automotive, data center, robotics, aviation and defense spaces, who are in need of next-generation energy storage to power demanding applications, our technology represents a compelling and unique solution.

We believe we have a diverse group of customer and application opportunities, a robust and growing partner ecosystem, and a differentiated technology platform that is both continuously improving and capturing the benefits of increasing scale. Even as we face the many challenges still ahead, we are establishing a strong foundation on which to build the future of energy storage.

As a final note, we'd like to express our sincere gratitude to Professor Dr. Fritz Prinz, one of the co-founders of QuantumScape, who is retiring from our board of directors after more than fifteen years of service.

Thank you to our shareholders for your support, and we look forward to updating you on our progress over the year to come.

 

img120573443_4.jpg

Professor Dr. Fritz Prinz (center) with fellow QS co-founder and CTO Tim Holme (right)

 

img120573443_5.gif

img120573443_6.gif

Dr. Siva Sivaram
President, CEO and Director

Kevin Hettrich
CFO

 

 

6

 


 

 

QuantumScape Corporation

Consolidated Balance Sheets (Unaudited)

(In Thousands)

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

230,524

 

 

$

140,866

 

Marketable securities

 

 

740,283

 

 

 

769,901

 

Prepaid expenses and other current assets

 

 

10,835

 

 

 

11,519

 

Total current assets

 

 

981,642

 

 

 

922,286

 

Property and equipment, net

 

 

251,449

 

 

 

299,992

 

Right-of-use assets - operating lease

 

 

34,078

 

 

 

51,472

 

Right-of-use assets - finance lease

 

 

19,394

 

 

 

22,267

 

Other assets

 

 

21,593

 

 

 

26,378

 

Total assets

 

$

1,308,156

 

 

$

1,322,395

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

11,819

 

 

$

6,466

 

Accrued liabilities

 

 

14,521

 

 

 

17,447

 

Accrued compensation and benefits

 

 

26,969

 

 

 

32,212

 

Operating lease liability, short-term

 

 

4,653

 

 

 

5,526

 

Finance lease liability, short-term

 

 

3,584

 

 

 

3,233

 

Total current liabilities

 

 

61,546

 

 

 

64,884

 

Operating lease liability, long-term

 

 

34,481

 

 

 

52,913

 

Finance lease liability, long-term

 

 

28,282

 

 

 

31,865

 

Other liabilities

 

 

14,874

 

 

 

14,886

 

Total liabilities

 

 

139,183

 

 

 

164,548

 

Total stockholders’ equity

 

 

1,168,973

 

 

 

1,157,847

 

Total liabilities and stockholders’ equity

 

$

1,308,156

 

 

$

1,322,395

 

 

 

 

 

 

 

 

7

 


 

 

 

QuantumScape Corporation

Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(In Thousands, Except per Share Amounts)

 

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

2025

 

 

2024

 

 

2023

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

86,768

 

 

$

104,384

 

 

$

96,397

 

 

$

375,608

 

 

$

382,971

 

 

$

347,945

 

General and administrative

 

 

23,682

 

 

 

24,307

 

 

 

28,243

 

 

 

96,996

 

 

 

142,236

 

 

 

131,085

 

Total operating expenses

 

 

110,450

 

 

 

128,691

 

 

 

124,640

 

 

 

472,604

 

 

 

525,207

 

 

 

479,030

 

Loss from operations

 

 

(110,450

)

 

 

(128,691

)

 

 

(124,640

)

 

 

(472,604

)

 

 

(525,207

)

 

 

(479,030

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(492

)

 

 

(540

)

 

 

(582

)

 

 

(2,039

)

 

 

(2,224

)

 

 

(2,377

)

Interest income

 

 

9,926

 

 

 

10,596

 

 

 

12,413

 

 

 

38,632

 

 

 

46,024

 

 

 

36,488

 

Other income (expense)

 

 

1,261

 

 

 

3,128

 

 

 

(522

)

 

 

2,505

 

 

 

3,196

 

 

 

(140

)

Loss before income taxes

 

 

(99,755

)

 

 

(115,507

)

 

 

(113,331

)

 

 

(433,506

)

 

 

(478,211

)

 

 

(445,059

)

Income tax (provision) benefit

 

 

(350

)

 

 

845

 

 

 

(8

)

 

 

(1,544

)

 

 

269

 

 

 

(20

)

Net loss

 

 

(100,105

)

 

 

(114,662

)

 

 

(113,339

)

 

 

(435,050

)

 

 

(477,942

)

 

 

(445,079

)

Less: Net income (loss) attributable to non-controlling interest, net of tax of $0

 

 

 

 

 

 

 

 

21

 

 

 

 

 

 

(85

)

 

 

66

 

Net loss attributable to common stockholders

 

$

(100,105

)

 

$

(114,662

)

 

$

(113,360

)

 

$

(435,050

)

 

$

(477,857

)

 

$

(445,145

)

Net loss

 

$

(100,105

)

 

$

(114,662

)

 

$

(113,339

)

 

$

(435,050

)

 

$

(477,942

)

 

$

(445,079

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on marketable securities

 

 

101

 

 

 

(511

)

 

 

3,446

 

 

 

216

 

 

 

3,305

 

 

 

14,996

 

Total comprehensive loss

 

 

(100,004

)

 

 

(115,173

)

 

 

(109,893

)

 

 

(434,834

)

 

 

(474,637

)

 

 

(430,083

)

Less: Comprehensive income (loss) attributable to non-controlling interest

 

 

 

 

 

 

 

 

21

 

 

 

 

 

 

(85

)

 

 

66

 

Comprehensive loss attributable to common stockholders

 

$

(100,004

)

 

$

(115,173

)

 

$

(109,914

)

 

$

(434,834

)

 

$

(474,552

)

 

$

(430,149

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted net loss per share

 

$

(0.17

)

 

$

(0.22

)

 

$

(0.23

)

 

$

(0.76

)

 

$

(0.94

)

 

$

(0.96

)

Basic and Diluted weighted-average common shares outstanding

 

 

604,606

 

 

 

525,871

 

 

 

491,129

 

 

 

575,950

 

 

 

508,102

 

 

 

462,239

 

 

 

 

 

 

 

 

 

 

8

 


 

QuantumScape Corporation

Consolidated Statements of Cash Flows (Unaudited)

(In Thousands)

 

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

2025

 

 

2024

 

 

2023

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(100,105

)

 

$

(114,662

)

 

$

(113,339

)

 

$

(435,050

)

 

$

(477,942

)

 

$

(445,079

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

13,596

 

 

 

17,986

 

 

 

10,781

 

 

 

65,570

 

 

 

57,781

 

 

 

41,958

 

Amortization of right-of-use assets and non-cash lease expense

 

 

1,793

 

 

 

2,030

 

 

 

1,966

 

 

 

7,652

 

 

 

8,010

 

 

 

7,791

 

Accretion of discounts on marketable securities

 

 

(5,271

)

 

 

(6,189

)

 

 

(8,053

)

 

 

(18,967

)

 

 

(29,313

)

 

 

(18,908

)

Stock-based compensation expense

 

 

31,345

 

 

 

34,182

 

 

 

37,924

 

 

 

127,462

 

 

 

144,653

 

 

 

166,297

 

Write-off of property and equipment

 

 

2,164

 

 

 

11,814

 

 

 

15,186

 

 

 

26,574

 

 

 

13,347

 

 

 

21,528

 

Other

 

 

(1,107

)

 

 

(77

)

 

 

(5

)

 

 

(4,043

)

 

 

109

 

 

 

469

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets and other assets

 

 

193

 

 

 

(116

)

 

 

(3,548

)

 

 

1,313

 

 

 

(893

)

 

 

(7,533

)

Accounts payable, accrued liabilities and accrued compensation and benefits

 

 

2,243

 

 

 

(1,019

)

 

 

2,640

 

 

 

(6,802

)

 

 

14,965

 

 

 

(2,904

)

Operating lease liability and other liabilities

 

 

(1,001

)

 

 

(2,606

)

 

 

(1,026

)

 

 

(6,182

)

 

 

(5,272

)

 

 

(3,644

)

Net cash used in operating activities

 

 

(56,150

)

 

 

(58,657

)

 

 

(57,474

)

 

 

(242,473

)

 

 

(274,555

)

 

 

(240,025

)

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(12,276

)

 

 

(11,162

)

 

 

(13,802

)

 

 

(36,277

)

 

 

(62,247

)

 

 

(84,624

)

Proceeds from maturities of marketable securities

 

 

295,200

 

 

 

338,270

 

 

 

339,400

 

 

 

1,125,864

 

 

 

1,484,857

 

 

 

1,041,528

 

Proceeds from sales of marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,245

 

 

 

1,477

 

Purchases of marketable securities

 

 

(252,190

)

 

 

(436,181

)

 

 

(379,566

)

 

 

(1,077,048

)

 

 

(1,295,102

)

 

 

(1,111,027

)

Other

 

 

1,287

 

 

 

 

 

 

 

 

 

2,393

 

 

 

116

 

 

 

114

 

Net cash (used in) provided by investing activities

 

 

32,021

 

 

 

(109,073

)

 

 

(53,968

)

 

 

14,932

 

 

 

128,869

 

 

 

(152,532

)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options and employee stock purchase plan

 

 

8,702

 

 

 

6,123

 

 

 

4,092

 

 

 

32,347

 

 

 

20,091

 

 

 

14,022

 

Proceeds from issuance of common stock, net of issuance costs paid

 

 

(101

)

 

 

128,529

 

 

 

(267

)

 

 

264,166

 

 

 

128,529

 

 

 

288,164

 

Principal payment for finance lease

 

 

(845

)

 

 

(761

)

 

 

(683

)

 

 

(3,233

)

 

 

(2,907

)

 

 

(1,973

)

Cash received under collaboration agreement - related party

 

 

19,526

 

 

 

 

 

 

 

 

 

19,526

 

 

 

 

 

 

 

Dissolution of joint venture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,685

)

 

 

 

Net cash provided by financing activities

 

 

27,282

 

 

 

133,891

 

 

 

3,142

 

 

 

312,806

 

 

 

144,028

 

 

 

300,213

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

3,153

 

 

 

(33,839

)

 

 

(108,300

)

 

 

85,265

 

 

 

(1,658

)

 

 

(92,344

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

241,026

 

 

 

192,753

 

 

 

268,872

 

 

 

158,914

 

 

 

160,572

 

 

 

252,916

 

Cash, cash equivalents and restricted cash at end of period

 

$

244,179

 

 

$

158,914

 

 

$

160,572

 

 

$

244,179

 

 

$

158,914

 

 

$

160,572

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

492

 

 

$

540

 

 

$

583

 

 

$

2,039

 

 

$

2,224

 

 

$

1,778

 

Purchases of property and equipment, not yet paid

 

$

9,696

 

 

$

3,249

 

 

$

10,554

 

 

$

9,696

 

 

$

3,249

 

 

$

10,554

 

 

 

 

 

 

 

 

9

 


 

 

Net Loss to Adjusted EBITDA

Adjusted EBITDA is a non-GAAP supplemental measure of operating performance that does not represent and should not be considered an alternative to operating loss or cash flow from operations, as determined by GAAP. Adjusted EBITDA is defined as net income (loss) before interest expense, non-controlling interest, revaluations, impairments, stock-based compensation, depreciation and amortization expense, and other non-recurring charges. We use Adjusted EBITDA to measure the operating performance of our business, excluding specifically identified items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations. Adjusted EBITDA may not be comparable to similarly titled measures provided by other companies due to potential differences in methods of calculations. A reconciliation of Adjusted EBITDA to net loss is as follows:

 

($ in Thousands)
(unaudited)

 

Three Months Ended
December 31,

 

 

Twelve Months Ended
December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

2025

 

 

2024

 

 

2023

 

GAAP net income (loss) attributable to Common Stockholders

 

$

(100,105

)

 

$

(114,662

)

 

$

(113,360

)

 

$

(435,050

)

 

$

(477,857

)

 

$

(445,145

)

Interest expense (income), net

 

 

(9,434

)

 

 

(10,056

)

 

 

(11,831

)

 

 

(36,593

)

 

 

(43,800

)

 

 

(34,111

)

Other expense (income), net

 

 

(1,261

)

 

 

(3,128

)

 

 

522

 

 

 

(2,505

)

 

 

(3,196

)

 

 

140

 

Net income (loss) attributable to non-controlling interests

 

 

 

 

 

 

 

 

21

 

 

 

 

 

 

(85

)

 

 

66

 

Income tax provision (benefit)

 

 

350

 

 

 

(845

)

 

 

8

 

 

 

1,544

 

 

 

(269

)

 

 

20

 

Stock-based compensation

 

 

31,345

 

 

 

34,182

 

 

 

37,924

 

 

 

127,462

 

 

 

144,653

 

 

 

166,297

 

Lease termination loss

 

 

 

 

 

 

 

 

 

 

 

652

 

 

 

 

 

 

 

Litigation settlement accrual and legal fees, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24,455

 

 

 

 

Non-GAAP operating loss

 

$

(79,105

)

 

$

(94,509

)

 

$

(86,716

)

 

$

(344,490

)

 

$

(356,099

)

 

$

(312,733

)

Depreciation and amortization expense (1)

 

 

15,766

 

 

 

29,800

 

 

 

25,967

 

 

 

92,150

 

 

 

71,128

 

 

 

63,486

 

Adjusted EBITDA

 

$

(63,340

)

 

$

(64,709

)

 

$

(60,749

)

 

$

(252,341

)

 

$

(284,971

)

 

$

(249,247

)

 

(1) Depreciation and amortization expense includes accelerated depreciation and write-off of property and equipment no longer in use of approximately $2.2 million and $26.6 million for the three and twelve months ended December 31, 2025, respectively, approximately $11.8 million and $13.3 million for the three and twelve months ended December 31, 2024, respectively, and approximately $15.2 million and $21.5 million for the three and twelve months ended December 31, 2023, respectively.

 

Management’s Use of Non-GAAP Financial Measures

This letter includes certain non-GAAP financial measures as defined by SEC rules. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. We urge you to review the reconciliations of our non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures set forth in this letter, and not to rely on any single financial measure to evaluate our business.

 

 

10

 


 

Forward-Looking Statements

 

This letter contains “forward-looking statements” within the meaning of the federal securities laws based on management’s current expectations, assumptions, and available information about future events as of the date of this letter. All statements,other than historical facts, including those about the Company’s anticipated commercial and operational milestones, financial outlook, and strategic objectives, particularly concerning its battery technology development, benefits and performance, collaborations and partnerships, market expansion and goals, including the scaling of the Eagle Line and Cobra process, automotive and licensing commercialization strategies, expansion into new applications, and the 2026 technology roadmap, among others, are forward-looking statements. Words like“may,” “will,” “can,” “estimate,” “permit,” “expect,” “plan,” “believe,” “designed to,” “seek,” “allow,” “focus,” “potential,” “target,”“forecast,” “should,” “would,” “could,” “continue,” “intend,” “anticipate,” “enable,” “work toward,” “prospective,” “future,” “up to,”“outlook,” and the negative of such terms and other similar expressions identify forward-looking statements, though not all forward-looking statements include these words.

 

These forward-looking statements are not guarantees of future performance and are subject to a number of risks, uncertainties, and assumptions, including but not limited to, the following: Technological development risks, including significant delays or technical challenges replicating and scaling performance from earlier low-volume sample cells, achieving the quality, consistency, reliability, safety, cost, and throughput required for commercial production, developing a cell architecture meeting all technical requirements and customer expectations, or achieving further advancements beyond the QSE-5 platform or meeting the requirements of our technology roadmap; Production risks, including encountered or potential delays, unforeseen technical issues, and other obstacles in developing, acquiring, installing, and operating new equipment for automated or continuous flow processes like Cobra and the Eagle Line, including vendor delays, supply chain disruptions, and challenges in demonstrating scalable cell output on the Eagle Line or achieving the efficiencies necessary to support customer integration; Personnel risks, including potential delays and cost overruns in hiring and retaining the talent needed to expand development and production, including under the amended Collaboration Agreement with PowerCo; Infrastructure and supply chain risks, including challenges building out or scaling the Eagle Line and establishing supply relationships for required materials, components, or equipment, including in contract manufacturing relationships; Commercialization risks, where delays in increasing sample production have previously slowed our development, and such delays could affect our sample delivery and delay or prevent successful demonstration, commercialization of our products, field testing, tailored product solutions for vehicle programs, entry into the IP License Agreement with PowerCo, or engagement with new partners across the battery value chain; Risks related to our relationship with Volkswagen and PowerCo, which could adversely affect our business and future prospects, including potential delays, difficulties, and technical challenges collaborating to industrialize our battery technology; Milestone and licensing risks, including delays or difficulties meeting technical milestones, particularly those linked to program payments or required to trigger entry into the IP License Agreement and royalty prepayment, or difficulties in achieving the performance, quality, consistency, reliability, safety, cost and throughput required for commercial production and sale, scaling up the Eagle Line as a manufacturing blueprint to enable licensing partners to successfully bring our technology to gigawatt-hour scale in their own facilities, or readying our technology platform for transfer to prospective licensees, any of which could cause prospective customers and partners not to purchase cells or license our technology; Operational and commercial restrictions, as certain agreements and relationships currently or may in the future restrict our operations, commercialization, and revenue; Partnership and collaboration risks, as while our collaboration with Murata Manufacturing, Corning Incorporated, and other partners across the battery value chain could accelerate industrialization of our solid-state battery technology, there is no assurance these engagements will progress beyond initial phases or achieve intended outcomes; Cost control risks, including the inability to control costs tied to our operations and the components needed to build solid-state battery cells at competitive prices; Financial risks, including exceeding current spend expectations, requiring additional fundraising, including in public markets, which may dilute our investors’ ownership, or related to our customer billings, such as disputes or delays in payments and the consistency of billings; Market and economic risks, including the inability to successfully adapt our technology for or penetrate new high-value markets beyond the automotive sector, difficulties from changes in our economic and financial conditions, market conditions affecting demand for our technology, regulatory changes or changes to broader economic conditions, among other factors, potentially hindering success in the battery industry or undermining confidence in our long-term business among partners and customers; Competition risks from major manufacturers, automotive OEMs, and new entrants, including conventional lithium-ion battery suppliers, in developing and commercializing solid-state battery technology; and Intellectual property risks, where the inability to protect or assert our intellectual property could harm our business and competitive position.

 

The foregoing list of factors is not exhaustive. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of their date. Except as required by law, we disclaim any duty to update forward-looking statements. If assumptions prove incorrect, actual results and projections could differ materially from those in forward looking statements. Additional information about these and other factors that could materially affect our actual results can be found in our SEC filings, available at www.sec.gov.

 

11

 


Exhibit 99.2

 

 

 

 

 

QuantumScape Reports Fourth Quarter 2025 Business and Financial Results

 

SAN JOSE, Calif. – February 11, 2026 – QuantumScape Corporation (NASDAQ: QS), a global leader in next-generation solid-state lithium-metal battery technology, today announced its business and financial results for the fourth quarter of 2025, which ended December 31.

 

The company posted a letter to shareholders on its Investor Relations website, ir.quantumscape.com, that details fourth-quarter financial results and provides a business update.

 

QuantumScape will host a live webcast today at 2 p.m. Pacific Time (5 p.m. Eastern Time), accessible via its IR Events page. Siva Sivaram, chief executive officer, and Kevin Hettrich, chief financial officer, will participate on the call.

 

An archive of the webcast will be available shortly after the call for 12 months.

 

About QuantumScape Corporation

 

QuantumScape is on a mission to revolutionize energy storage to enable a sustainable future. The company’s next-generation batteries are designed to enable greater energy density, faster charging and enhanced safety to support the transition away from legacy energy sources toward a lower carbon future. For more information, visit www.quantumscape.com.

 

For Investors

ir@quantumscape.com

 

For Media

media@quantumscape.com

 

 

 

 

 

 

 

 

 


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