QuantumScape (QS) CEO covers RSU taxes with 67,369-share disposition

Rhea-AI Filing Summary

QuantumScape Corp’s Chief Executive Officer Sivaram Srinivasan reported a tax-related share disposition. On May 18, 2026, 67,369 shares of Class A Common Stock were disposed of to cover tax obligations on the release of restricted stock units. The weighted average sale price was $7.3721 per share, based on trades between $7.21 and $8.01.

After this transaction, Srinivasan directly owned 5,160,016 shares of Class A Common Stock, including 4,453,301 shares represented by RSUs and PSUs that vest over time or upon performance milestones. He also indirectly owned 360,000 shares through trusts for which he is a co-trustee.

Insights

Equity compensation analyst

CEO’s Form 4 shows routine tax-related share disposition tied to RSU vesting.

The filing shows Sivaram Srinivasan disposed of 67,369 QuantumScape shares via a tax-withholding transaction at a weighted average price of $7.3721. Footnotes specify this sale covered tax obligations from RSU releases, a common feature of equity compensation programs.

Following the transaction, he directly held 5,160,016 shares, including 4,453,301 represented by RSUs and PSUs that vest over time or upon performance milestones, and indirectly held 360,000 shares via trusts. The data indicates a compensation-driven, mechanistic disposition rather than a discretionary open-market sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Sivaram Srinivasan

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	67,369	$7.3721	$497K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 5,160,016 shares (Direct, null); Class A Common Stock — 360,000 shares (Indirect, By: Trusts)

Footnotes (1)

1. Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs"). This transaction was executed in multiple trades at prices ranging from $7.21 USD to $8.01 USD; the price reported above reflects the weighted average sale price. Includes 4,453,301 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 a Co-Trustee of the trusts and his family members are beneficiaries of the trusts.

Key Figures

Tax-withholding shares disposed: 67,369 shares Weighted average sale price: $7.3721 per share Direct holdings after transaction: 5,160,016 shares +2 more

5 metrics

Tax-withholding shares disposed 67,369 shares F-code disposition on May 18, 2026

Weighted average sale price $7.3721 per share Tax-withholding RSU-related disposition

Direct holdings after transaction 5,160,016 shares Class A Common Stock held directly by CEO

Indirect holdings via trusts 360,000 shares Held by trusts where CEO is co-trustee

RSU and PSU component 4,453,301 shares Shares represented by RSUs and PSUs within direct holdings

Key Terms

restricted stock units ("RSUs"), performance restricted stock units ("PSUs"), weighted average sale price, tax-withholding disposition, +1 more

5 terms

restricted stock units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

performance restricted stock units ("PSUs") financial

"Includes 4,453,301 shares represented by RSUs and performance restricted stock units ("PSUs")."

weighted average sale price financial

"the price reported above reflects the weighted average sale price."

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for the F-code entry."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Co-Trustee financial

"The Reporting Person is a Co-Trustee of the trusts and his family members are beneficiaries of the trusts."

Form 4 Insider Transactions: What Each Field Means →

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^*

Sivaram Srinivasan

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/18/2026		F(1)		67,369	D	$7.3721(2)	5,160,016(3)	D
Class A Common Stock								360,000	I	By: Trusts(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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

2. This transaction was executed in multiple trades at prices ranging from $7.21 USD to $8.01 USD; the price reported above reflects the weighted average sale price.

3. Includes 4,453,301 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 a Co-Trustee of the trusts and his family members are beneficiaries of the trusts.

Remarks:

	/s /Michael O McCarthy III, attorney-in-fact	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)

FAQ

What did QuantumScape (QS) CEO Sivaram Srinivasan report in this Form 4?

He reported a tax-related disposition of 67,369 shares of QuantumScape Class A Common Stock. The shares were sold to cover tax obligations arising from the release of restricted stock units, rather than a discretionary open-market share sale.

How many QuantumScape shares were disposed of to cover taxes, and at what price?

The filing shows 67,369 shares were disposed of at a weighted average price of $7.3721 per share. Footnotes note trades occurred in a price range between $7.21 and $8.01, with the average reported in the form.

How many QuantumScape shares does the CEO hold after this Form 4 transaction?

After the tax-withholding disposition, Sivaram Srinivasan directly owned 5,160,016 shares of Class A Common Stock. He also indirectly owned 360,000 shares through trusts, where he serves as co-trustee and family members are beneficiaries.

What role do RSUs and PSUs play in the CEO’s QuantumScape holdings?

The filing states 4,453,301 shares are represented by RSUs and PSUs. Each RSU or PSU converts into one share upon vesting, with RSUs vesting quarterly and PSUs vesting when specific performance milestones are achieved, subject to continued service.

Was this QuantumScape CEO transaction an open-market buy or sell?

No open-market buy or traditional discretionary sale is reported. The F-code transaction is a tax-withholding disposition linked to RSU release, where shares are sold or withheld to satisfy tax obligations rather than to express a market view.

Does the QuantumScape Form 4 show any derivative securities like options or warrants?

The derivative summary in this Form 4 is empty, indicating no derivative transactions such as stock option exercises or warrant conversions were reported in this particular filing. The focus is on RSU- and PSU-related common stock holdings and tax withholding.