QuantumScape insider Form 4 shows CTO sales and RSU tax trades

Rhea-AI Filing Summary

QuantumScape Corp (QS) reported insider transactions by its chief technology officer. On 11/18/2025, the officer disposed of 76,565 and 981 shares of Class A common stock in transactions coded "F," which the notes explain represent sales to cover tax obligations on the release of restricted stock units (RSUs) and performance stock units (PSUs. On 11/19/2025, the officer converted 166,441 shares of Class B common stock into Class A shares and then sold 201,785 Class A shares in an open-market transaction under a Rule 10b5-1 trading plan adopted on June 5, 2025. After these trades, the officer beneficially owned 1,251,383 Class A shares directly, including 1,217,866 shares represented by RSUs and PSUs that vest over time based on continued service and performance milestones. Additional Class B shares were converted and sold through The Holme 2020 Irrevocable Trust, which no longer held shares after the reported transactions.

Insider Trade Summary

Net Seller: 246,708 shares ($3,086,449)

Net Sell 8 txns

Insider Holme Timothy

Role CHIEF TECHNOLOGY OFFICER

Sold 246,708 shs ($3.09M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	166,441	$0.00	--
Conversion	Class B Common Stock	44,923	$0.00	--
Conversion	Class A Common Stock	166,441	$0.00	--
Sale	Class A Common Stock	201,785	$12.5105	$2.52M
Conversion	Class A Common Stock	44,923	$0.00	--
Sale	Class A Common Stock	44,923	$12.5107	$562K
Tax Withholding	Class A Common Stock	76,565	$13.0416	$999K
Tax Withholding	Class A Common Stock	981	$13.4609	$13K

Holdings After Transaction: Class B Common Stock — 8,194,018 shares (Direct); Class B Common Stock — 1,573,785 shares (Indirect, By: The Holme 2020 Irrevocable Trust); Class A Common Stock — 1,453,168 shares (Direct); Class A Common Stock — 44,923 shares (Indirect, By: The Holme 2020 Irrevocable Trust)

Footnotes (1)

1. Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs") and performance restricted stock units ("PSUs"). The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.44 to $13.44, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.45 to $13.48, 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. The exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.215 to $12.885, 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 1,217,866 shares represented by 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.225 to $12.885, 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. 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.

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).

X

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^*

Holme Timothy

(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 TECHNOLOGY OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

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	11/18/2025		F(1)		76,565	D	$13.0416(2)	1,287,708	D
Class A Common Stock	11/18/2025		F(1)		981	D	$13.4609(3)	1,286,727	D
Class A Common Stock	11/19/2025		C		166,441	A	$0.00	1,453,168	D
Class A Common Stock	11/19/2025		S(4)		201,785	D	$12.5105(5)	1,251,383(6)	D
Class A Common Stock	11/19/2025		C		44,923	A	$0.00	44,923	I	By: The Holme 2020 Irrevocable Trust
Class A Common Stock	11/19/2025		S(4)		44,923	D	$12.5107(7)	0.00	I	By: The Holme 2020 Irrevocable Trust

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	(8)	11/19/2025		C			166,441	(8)	(8)	Class A Common Stock	166,441	$0.00	8,194,018	D
Class B Common Stock	(8)	11/19/2025		C			44,923	(8)	(8)	Class A Common Stock	44,923	$0.00	1,573,785	I	By: The Holme 2020 Irrevocable Trust

Explanation of Responses:

1. Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs") and 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 $12.44 to $13.44, 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 $13.45 to $13.48, 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. The exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2025.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.215 to $12.885, 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.

6. Includes 1,217,866 shares represented by 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.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.225 to $12.885, 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.

8. 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.

Remarks:

	/s /Michael O McCarthy III, attorney-in-fact	11/20/2025
	** 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 filing?

The filing reports trades by QuantumScape's chief technology officer, including sales to cover taxes on equity awards, conversions of Class B to Class A shares, and open-market sales under a Rule 10b5-1 trading plan.

How many QuantumScape shares were sold to cover tax obligations?

On 11/18/2025, the officer disposed of 76,565 and 981 Class A shares in transactions coded "F," which the notes state represent sales to cover tax obligations on the release of RSUs and PSUs.

What open-market sales did the QuantumScape CTO report on 11/19/2025?

On 11/19/2025, the officer sold 201,785 Class A shares at a weighted average price of $12.5105, and a related trust sold 44,923 Class A shares at a weighted average price of $12.5107, in transactions coded "S" under a Rule 10b5-1 plan.

How many QuantumScape shares does the officer own after these transactions?

Following the reported trades, the officer beneficially owned 1,251,383 Class A shares directly. The notes explain this includes 1,217,866 shares represented by RSUs and PSUs that vest over time with continued service and performance milestones.

What is the significance of QuantumScape Class B shares in this filing?

The filing shows that on 11/19/2025 the officer converted 166,441 Class B shares, and a trust converted 44,923 Class B shares, into Class A stock. The notes state that each Class B share is convertible into one Class A share at any time and has no expiration date.

What role does The Holme 2020 Irrevocable Trust play in these QuantumScape transactions?

The Holme 2020 Irrevocable Trust is listed as an indirect owner. It acquired 44,923 Class A shares through conversion of Class B stock and then sold the same 44,923 shares, ending with 0 shares beneficially owned after the reported transactions.

Was a trading plan used for the QuantumScape CTO share sales?

Yes. A note explains that the exercise and sales reported on 11/19/2025 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2025.