QuantumScape (QS) COO covers tax obligations by disposing shares

Q: What did QuantumScape (QS) COO Luca Fasoli report in this Form 4?

Luca Fasoli reported a tax-related share disposition. He disposed of 87,476 QuantumScape Class A shares to cover tax obligations tied to the release of performance restricted stock units, rather than making a discretionary open-market sale for investment purposes.

Q: Was the QuantumScape (QS) COO’s Form 4 transaction an open-market sale?

No, the transaction was a sale to cover tax obligations. The filing specifies the disposition was made to satisfy taxes arising from the release of performance restricted stock units, rather than a discretionary open-market sale aimed at changing investment exposure.

Q: What are the RSUs and PSUs held by QuantumScape (QS) COO Luca Fasoli?

The COO holds 1,159,325 shares through RSUs and PSUs. Each restricted stock unit or performance stock unit represents the right to receive one QuantumScape Class A share, vesting quarterly or upon performance milestones, conditioned on his continued service with the company.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

QuantumScape Corp Chief Operating Officer Luca Giovanni Fasoli reported a tax-related share disposition. He disposed of 87,476 shares of Class A Common Stock on February 18, 2026 at a weighted average price of $7.1445 per share to cover tax obligations upon the release of performance restricted stock units (PSUs).

After this transaction, Fasoli directly held 1,233,766 shares of Class A Common Stock. This total includes 1,159,325 shares represented by restricted stock units (RSUs) and PSUs, each convertible into one share, which vest over time based on continued service and performance milestones.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fasoli Luca Giovanni

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	87,476	$7.1445	$625K

Holdings After Transaction: Class A Common Stock — 1,233,766 shares (Direct)

Footnotes (1)

Represents a sale to cover tax obligations on the release of performance restricted stock units ("PSUs"). The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.96 to $7.29, 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 1,159,325 shares represented by restricted stock units ("RSUs") and 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 06:54 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^*

Fasoli Luca Giovanni

(Last)

(First)

(Middle)

C/O QUANTUMSCAPE CORPORATION

1730 TECHNOLOGY DRIVE

(Street)

SAN JOSE

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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)
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	02/18/2026		F⁽¹⁾		87,476	D	$7.1445⁽²⁾	1,233,766⁽³⁾	D

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 performance restricted stock units ("PSUs").

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.96 to $7.29, 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 1,159,325 shares represented by restricted stock units ("RSUs") and 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	02/20/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did QuantumScape (QS) COO Luca Fasoli report in this Form 4?

Luca Fasoli reported a tax-related share disposition. He disposed of 87,476 QuantumScape Class A shares to cover tax obligations tied to the release of performance restricted stock units, rather than making a discretionary open-market sale for investment purposes.

How many QuantumScape (QS) shares did the COO dispose of and at what price?

The COO disposed of 87,476 shares at a weighted average price of $7.1445. The shares were sold in multiple transactions within a price range from $6.96 to $7.29, all related to satisfying tax obligations on PSU vesting.

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

After the transaction, the COO holds 1,233,766 shares directly. This amount includes 1,159,325 shares represented by restricted stock units and performance stock units, each convertible into one share of QuantumScape Class A Common Stock as they vest over time.

Was the QuantumScape (QS) COO’s Form 4 transaction an open-market sale?

No, the transaction was a sale to cover tax obligations. The filing specifies the disposition was made to satisfy taxes arising from the release of performance restricted stock units, rather than a discretionary open-market sale aimed at changing investment exposure.

What are the RSUs and PSUs held by QuantumScape (QS) COO Luca Fasoli?

The COO holds 1,159,325 shares through RSUs and PSUs. Each restricted stock unit or performance stock unit represents the right to receive one QuantumScape Class A share, vesting quarterly or upon performance milestones, conditioned on his continued service with the company.