QuantumScape (NYSE: QS) CLO receives RSU bonus and sells shares for taxes

Rhea-AI Filing Summary

QuantumScape Corp’s Chief Legal Officer, Michael O. McCarthy III, reported equity compensation activity in Class A common stock. On February 24, 2026, he acquired 42,025 shares through a restricted stock unit (RSU) grant at $0.00 per share as a final bonus payout under the 2025 Annual Bonus Plan. These RSUs vested 100% on the grant date, with each RSU representing one share.

On February 25, 2026, he disposed of 18,393 shares at a weighted average price of $7.0488 per share to cover tax obligations related to the RSUs, rather than an open-market sale for investment purposes. After these transactions, he held 1,029,219 shares directly, including 862,821 shares represented by RSUs and performance RSUs that vest over time, and 137,888 shares indirectly through a trust of which he is the grantor.

Insights

Equity Compensation Analyst

Routine RSU grant offset by tax sale; net position still substantial.

The activity reflects standard executive equity compensation rather than a discretionary trade. The 42,025-share RSU grant is a bonus payout under the 2025 plan, vesting immediately, which increases reported ownership and aligns compensation with QuantumScape’s Class A common stock performance.

The 18,393-share disposition at a weighted average of $7.0488 is explicitly to satisfy tax obligations from the award, not a directional sale. With 1,029,219 shares held directly, including 862,821 RSUs/PSUs, and additional trust holdings, the filing indicates a large continuing equity stake. Overall impact on an investment thesis appears limited.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider MCCARTHY MICHAEL O III

Role CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	18,393	$7.0488	$130K
Grant/Award	Class A Common Stock	42,025	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,029,219 shares (Direct); Class A Common Stock — 137,888 shares (Indirect, By: Trust)

Footnotes (1)

1. The Issuer granted restricted stock units ("RSUs") to all eligible employees, including the Reporting Person, as a final bonus payout under the Issuer's 2025 Annual Bonus Plan. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. 100% of the RSUs vest on the award grant date. Represents a sale to cover tax obligations on the RSUs. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.98 to $7.16, 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 862,821 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/25/2026 - 07:59 PM Learn about SEC filing dates

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/24/2026		A(1)		42,025	A	$0.00	1,047,612	D
Class A Common Stock	02/25/2026		F(2)		18,393	D	$7.0488(3)	1,029,219(4)	D
Class A Common Stock								137,888	I	By: Trust(5)

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. The Issuer granted restricted stock units ("RSUs") to all eligible employees, including the Reporting Person, as a final bonus payout under the Issuer's 2025 Annual Bonus Plan. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. 100% of the RSUs vest on the award grant date.

2. Represents a sale to cover tax obligations on the RSUs.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.98 to $7.16, 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 862,821 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.

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

Remarks:

	/s/ Michael O. McCarthy, III	02/25/2026
	** 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.

FAQ

What did QuantumScape (QS) Chief Legal Officer receive in this Form 4 filing?

The Chief Legal Officer received a grant of 42,025 restricted stock units as a final bonus payout under QuantumScape’s 2025 Annual Bonus Plan. Each RSU represents one share of Class A common stock and vested 100% on the grant date, effectively increasing his equity-based compensation.

Why did the QuantumScape (QS) insider dispose of 18,393 shares?

The 18,393 shares were sold solely to cover tax obligations arising from the newly vested RSUs. The filing specifies this as a tax-withholding disposition, not a discretionary open-market sale, indicating the transaction was driven by tax compliance rather than a change in investment view.

What price did the QuantumScape (QS) insider receive for the tax-related share sale?

The tax-related sale used a weighted average price of $7.0488 per share, with individual trades executed between $6.98 and $7.16. The insider offers to provide detailed breakdowns of the share volumes at each exact price level to regulators or shareholders upon request.

How many QuantumScape (QS) shares does the insider hold after these transactions?

Following the RSU grant and tax sale, the insider holds 1,029,219 shares directly, including 862,821 represented by RSUs and PSUs. He also holds 137,888 shares indirectly through a trust. These figures show a sizable continuing ownership position in QuantumScape’s Class A common stock.

What are the vesting conditions for the QuantumScape (QS) RSUs and PSUs mentioned?

The RSUs vest quarterly, while the performance RSUs (PSUs) vest upon reaching specified performance milestones. Both require the insider’s continued service on each vesting date. This structure ties a significant portion of his compensation to QuantumScape’s ongoing operational and stock performance.

How does the trust holding affect the QuantumScape (QS) insider’s ownership?

The filing notes 137,888 shares are held indirectly through a trust for which the insider is the grantor. While held via this trust, these shares are still associated with him, adding to his overall exposure to QuantumScape’s Class A common stock beyond his direct RSU and share holdings.