QuantumScape (NYSE: QS) CLO sells shares to cover RSU tax obligations

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

QuantumScape Corp’s Chief Legal Officer Michael O. McCarthy III reported a disposition of 24,211 shares of Class A Common Stock on May 18, 2026 to cover tax obligations related to the release of restricted stock units. The weighted average sale price was $7.3721 per share, with individual trades executed between $7.21 and $8.01.

After this tax-withholding sale, he directly holds 1,553,152 shares, which include 1,435,162 shares represented by RSUs and PSUs that vest over time based on service and performance milestones. He also indirectly holds 137,888 shares through a trust for which he is the grantor.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MCCARTHY MICHAEL O III

Role CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	24,211	$7.3721	$178K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,553,152 shares (Direct, null); Class A Common Stock — 137,888 shares (Indirect, By: Trust)

Footnotes (1)

Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs"). The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.21 to $8.01, 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. Includes 1,435,162 shares represented by 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. The Reporting Person is the grantor of the trust.

Key Figures

Tax-withholding shares sold: 24,211 shares Weighted average sale price: $7.3721 per share Direct holdings after transaction: 1,553,152 shares +2 more

5 metrics

Tax-withholding shares sold 24,211 shares Class A Common Stock disposed to cover RSU tax on May 18, 2026

Weighted average sale price $7.3721 per share Shares sold in multiple trades between $7.21 and $8.01

Direct holdings after transaction 1,553,152 shares Class A Common Stock directly owned following tax-withholding sale

RSUs and PSUs included in holdings 1,435,162 shares Shares represented by RSUs and PSUs within direct holdings

Indirect trust holdings 137,888 shares Class A Common Stock held indirectly through a trust

Key Terms

restricted stock units (RSUs), performance restricted stock units (PSUs), weighted average price, tax obligations, +1 more

5 terms

restricted stock units (RSUs) financial

"Represents a sale to cover tax obligations on the release of restricted stock units."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

performance restricted stock units (PSUs) financial

"Includes 1,435,162 shares represented by RSUs and performance restricted stock units."

weighted average price financial

"The price reported is a weighted average price. These shares were sold in multiple transactions."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

tax obligations financial

"Represents a sale to cover tax obligations on the release of restricted stock units."

performance milestones financial

"The PSUs vest upon achievement of certain performance milestones, subject to continued service."

Form 4 Insider Transactions: What Each Field Means →

05/20/2026 - 07:34 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MCCARTHY MICHAEL O III

(Last)

(First)

(Middle)

C/O QUANTUMSCAPE CORPORATION

1730 TECHNOLOGY DRIVE

(Street)

SAN JOSE

CALIFORNIA

95110

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/18/2026		F⁽¹⁾		24,211	D	$7.3721⁽²⁾	1,553,152⁽³⁾	D
Class A Common Stock								137,888	I	By: Trust⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.21 to $8.01, 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.

3. Includes 1,435,162 shares represented by 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.

4. The Reporting Person is the grantor of the trust.

Remarks:

	/s/ Michael O. McCarthy, III	05/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did QuantumScape (QS) report for its Chief Legal Officer?

QuantumScape’s Chief Legal Officer reported a disposition of 24,211 Class A shares. The shares were sold to cover tax obligations arising from restricted stock unit releases, a common administrative step tied to equity compensation rather than an open-market investment decision.

At what price were the QuantumScape (QS) shares sold in this Form 4?

The reported weighted average sale price was $7.3721 per share. According to the filing, multiple trades occurred in a range between $7.21 and $8.01, and detailed trade breakdowns are available upon request from the company or the SEC staff.

How many QuantumScape (QS) shares does the insider hold after this transaction?

Following the tax-related sale, the insider directly holds 1,553,152 QuantumScape Class A shares. This figure includes 1,435,162 shares underlying RSUs and PSUs, plus an additional 137,888 shares held indirectly through a trust for which he is the grantor.

What role do RSUs and PSUs play in the QuantumScape (QS) insider’s holdings?

The insider’s position includes 1,435,162 shares represented by RSUs and PSUs. RSUs vest quarterly based on continued service, while PSUs vest only if specified performance milestones are met, aligning a large portion of compensation with company performance over time.

Is the QuantumScape (QS) insider transaction a discretionary sale or tax withholding event?

The filing describes this as a tax-withholding event, not a discretionary sale. Shares were sold specifically to satisfy tax obligations triggered by restricted stock unit releases, a routine mechanism that does not by itself signal a change in the insider’s investment view.