QuantumScape (QS) CEO awarded RSUs and disposes shares to cover tax obligations

Rhea-AI Filing Summary

QuantumScape Corp reported that Chief Executive Officer Sivaram Srinivasan received a grant of 145,973 restricted stock units of Class A Common Stock as a final bonus payout under the 2025 Annual Bonus Plan. The award vests in full on the grant date and each unit converts into one share.

To cover tax obligations on this RSU award, 77,143 shares were disposed of at a weighted average price of $7.0488 per share, with individual trades between $6.98 and $7.16. After these transactions, he held 3,659,047 shares directly, including 2,789,971 shares represented by RSUs and performance RSUs, and 360,000 additional shares indirectly through family trusts where he is a co-trustee.

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

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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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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)		145,973	A	$0.00	3,736,190	D
Class A Common Stock	02/25/2026		F(2)		77,143	D	$7.0488(3)	3,659,047(4)	D
Class A Common Stock								360,000	I	By: Trusts(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 2,789,971 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 a Co-Trustee of the trusts and his family members are beneficiaries of the trusts.

Remarks:

	/s /Michael O McCarthy III, attorney-in-fact	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.
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FAQ

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

Sivaram Srinivasan received 145,973 restricted stock units as a final bonus payout under QuantumScape’s 2025 Annual Bonus Plan. Each RSU converts into one share of Class A Common Stock and 100% of the award vested on the grant date.

Why did QuantumScape (QS) CEO dispose of 77,143 shares of Class A Common Stock?

The 77,143 shares were disposed of to cover tax obligations arising from the newly granted RSUs. The transaction was reported with code F, indicating payment of a tax liability by delivering securities rather than an open-market sale for portfolio reasons.

At what price were the QuantumScape (QS) shares sold to cover taxes?

The tax-related share disposition used a weighted average price of $7.0488 per share. The shares were sold in multiple transactions, with individual prices ranging from $6.98 to $7.16, as disclosed in the detailed footnote to the Form 4 filing.

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

After the reported transactions, Sivaram Srinivasan held 3,659,047 shares directly, including 2,789,971 represented by RSUs and performance RSUs. He also had 360,000 shares held indirectly through family trusts, where he serves as a co-trustee and family members are beneficiaries.

What is the nature of the RSUs and PSUs held by QuantumScape (QS) CEO?

The 2,789,971 shares represented by RSUs and performance RSUs each convert into one Class A share. RSUs vest quarterly, while performance RSUs vest upon achieving specified performance milestones, in both cases conditioned on the CEO’s continued service through each vesting date.

How are the indirect QuantumScape (QS) holdings of the CEO structured?

The Form 4 shows 360,000 QuantumScape shares held indirectly through trusts. Sivaram Srinivasan is a co-trustee of these trusts, and his family members are beneficiaries, which means the holdings are associated with family estate and trust planning rather than his direct personal account.