QS insider reports conversions and sales; direct holding 142,221 shares

Rhea-AI Filing Summary

QuantumScape (QS): Director Form 4 filing reports transactions on 10/24/2025. The reporting person converted Class B Common Stock into Class A on a one-to-one basis, including 480,878 shares by the Prinz Family Trust, 250,000 shares by the Benedikt F. Prinz 2019 Trust, and 250,000 shares by the Marie Helene Prinz 2019 Trust.

The filing also lists multiple open-market sales of Class A Common Stock at weighted average prices of $15.466 and $15.976 in separate transactions. Following these sales, direct holdings were 142,221 Class A shares, which include RSUs and PSUs that settle one-for-one in Class A shares. Indirect Class A positions in the three trusts were reduced to 0 shares after the reported sales.

Derivative holdings remained in Class B Common Stock after the conversions: 6,430,568 (Prinz Family Trust), 1,154,738 (Benedikt F. Prinz 2019 Trust), and 1,023,436 (Marie Helene Prinz 2019 Trust). Footnotes state that weighted average prices reflect multiple trades within stated ranges and that RSUs vest quarterly while PSUs vest upon performance milestones, subject to continued service.

Insights

Equity Ownership Analyst

Director-related trusts converted Class B to Class A and sold ~1.0M shares on 10/24/2025; large remaining Class B still held.

The filing shows multiple conversions of **Class B** into **Class A** at a one-for-one rate with no expiration, followed by sales on 10/24/2025. Indirect holdings converted and sold: 480,878 (Prinz Family Trust), 250,000 (Benedikt F. Prinz 2019 Trust), and 250,000 (Marie Helene Prinz 2019 Trust). Direct sales totaled 19,122 shares. Reported weighted average sale prices were around $15.466 and $15.976 within the disclosed ranges.

After these sales, indirect **Class A** balances at those trusts are shown as zero. However, the trusts report continuing ownership of **Class B** shares (derivative line items) following the transactions: 6,430,568, 1,154,738, and 1,023,436, respectively. Direct beneficial ownership stands at 142,221 shares, including RSUs/PSUs that settle one-for-one into Class A subject to service and, for PSUs, performance milestones.

What to watch: additional conversions or sales from the remaining **Class B** holdings and changes to the 142,221 direct balance as RSUs/PSUs vest over time. Subsequent Forms 4 would indicate further activity beyond 10/24/2025, including any new conversions or disposition events.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Prinz Fritz

(Last) (First) (Middle)

C/O QUANTUMSCAPE CORPORATION

1730 TECHNOLOGY DRIVE

(Street)

SAN JOSE CA 95110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QuantumScape Corp [ QS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	10/24/2025		C		480,878	A	(1)	480,878	I	By: Prinz Family Trust DTD 09/17/2018, Fredrich Prinz and Gertrude Prinz Trustees
Class A Common Stock	10/24/2025		C		250,000	A	(1)	250,000	I	By: Benedikt F. Prinz 2019 Trust, the Goldman Sachs Trust Company of Delaware, Trustee
Class A Common Stock	10/24/2025		C		250,000	A	(1)	250,000	I	By: Marie Helene Prinz 2019 Trust, the Goldman Sachs Trust Company of Delaware, Trustee
Class A Common Stock	10/24/2025		S		18,353	D	$15.466(2)	142,990	D
Class A Common Stock	10/24/2025		S		769	D	$15.976(3)	142,221(4)	D
Class A Common Stock	10/24/2025		S		461,558	D	$15.466(2)	19,320	I	By: Prinz Family Trust DTD 09/17/2018, Fredrich Prinz and Gertrude Prinz Trustees
Class A Common Stock	10/24/2025		S		19,320	D	$15.976(3)	0.00	I	By: Prinz Family Trust DTD 09/17/2018, Fredrich Prinz and Gertrude Prinz Trustees
Class A Common Stock	10/24/2025		S		239,961	D	$15.466(2)	10,039	I	By: Benedikt F. Prinz 2019 Trust, the Goldman Sachs Trust Company of Delaware, Trustee
Class A Common Stock	10/24/2025		S		10,039	D	$15.976(3)	0.00	I	By: Benedikt F. Prinz 2019 Trust, the Goldman Sachs Trust Company of Delaware, Trustee
Class A Common Stock	10/24/2025		S		239,951	D	$15.466(2)	10,049	I	By: Marie Helene Prinz 2019 Trust, the Goldman Sachs Trust Company of Delaware, Trustee
Class A Common Stock	10/24/2025		S		10,049	D	$15.976(3)	0.00	I	By: Marie Helene Prinz 2019 Trust, the Goldman Sachs Trust Company of Delaware, Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	10/24/2025		C			480,878	(1)	(1)	Class A Common Stock	480,878	$0.00	6,430,568	I	By: Prinz Family Trust DTD 09/17/2018, Fredrich Prinz and Gertrude Prinz Trustees
Class B Common Stock	(1)	10/24/2025		C			250,000	(1)	(1)	Class A Common Stock	250,000	$0.00	1,154,738	I	By: Benedikt F. Prinz 2019 Trust, the Goldman Sachs Trust Company of Delaware, Trustee
Class B Common Stock	(1)	10/24/2025		C			250,000	(1)	(1)	Class A Common Stock	250,000	$0.00	1,023,436	I	By: Marie Helene Prinz 2019 Trust, the Goldman Sachs Trust Company of Delaware, Trustee

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.95 to $15.95, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.955 to $16.01, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

4. Includes 142,221 shares represented by restricted stock units ("RSUs") and performance restricted stock units ("PSUs"). Each RSU/PSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. The RSUs vest each quarter and the PSUs vest upon achievement of certain performance milestones, in both cases subject to the Reporting Person's continued service as of each vesting date.

Remarks:

	/s /Michael O McCarthy III, attorney-in-fact	10/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did QuantumScape (QS) disclose in this Form 4?

A director reported converting Class B to Class A shares and selling Class A shares on 10/24/2025, with post-transaction holdings detailed for direct and trust accounts.

How many QuantumScape shares were converted from Class B to Class A?

Conversions included 480,878 shares (Prinz Family Trust), 250,000 shares (Benedikt F. Prinz 2019 Trust), and 250,000 shares (Marie Helene Prinz 2019 Trust), on a one-to-one basis.

At what prices were QS shares sold?

Reported weighted average sale prices were $15.466 and $15.976, executed in multiple transactions within stated ranges.

What are the director’s post-transaction direct QS holdings?

Direct beneficial ownership was 142,221 Class A shares, which include RSUs and PSUs that each represent a right to receive one Class A share.

What are the post-transaction QS trust positions in Class A shares?

The Prinz Family Trust, the Benedikt F. Prinz 2019 Trust, and the Marie Helene Prinz 2019 Trust each reported 0 Class A shares after the sales.

What Class B (derivative) positions remain after these transactions?

Remaining Class B positions were 6,430,568 (Prinz Family Trust), 1,154,738 (Benedikt F. Prinz 2019 Trust), and 1,023,436 (Marie Helene Prinz 2019 Trust).

What do the RSU/PSU footnotes mean for QS?

Each RSU/PSU converts into one Class A share; RSUs vest quarterly and PSUs vest upon performance milestones, subject to continued service.