QuantumScape (NYSE: QS) CTO sells 161K shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

QuantumScape Corp Chief Technology Officer Timothy Holme reported an exercise-and-sell style transaction involving the company’s dual-class stock. On April 2, 2026, he converted a total of 161,331 shares of Class B Common Stock into Class A shares and sold the resulting Class A shares in open-market transactions at a weighted average price of $6.1775 per share.

The filing shows these sales, including those by The Holme 2020 Irrevocable Trust, were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on June 5, 2025. After the transactions, Holme directly holds 1,108,182 shares of Class A Common Stock and continues to hold substantial Class B Common Stock both directly and through the trust, as well as 978,348 shares represented by RSUs and PSUs tied to continued service and performance milestones.

Insights

Equity compensation and insider trading analyst

CTO’s 161K-share net sale is pre-planned and modest relative to remaining holdings.

The transactions combine conversions of Class B into Class A Common Stock with same-day open-market sales. In total, 161,331 Class A shares were sold at a $6.1775 weighted average price following conversion of an equal number of Class B shares.

A key detail is the footnote stating the sales were executed under a Rule 10b5-1 trading plan adopted on June 5, 2025. Such plans are set up in advance, so the timing generally reflects pre-scheduled diversification rather than a new view on the stock.

Holme retains significant exposure: he directly owns 1,108,182 Class A shares after the sale, holds additional Class B shares directly and through The Holme 2020 Irrevocable Trust, and has 978,348 RSUs and PSUs outstanding. Within this context, the net sale looks like routine portfolio management.

Insider Trade Summary 10b5-1

Net Seller: 161,331 shares ($996,622)

Net Sell 6 txns

Insider Holme Timothy

Role CHIEF TECHNOLOGY OFFICER

Sold 161,331 shs ($997K)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	127,077	$0.00	--
Conversion	Class B Common Stock	34,254	$0.00	--
Conversion	Class A Common Stock	127,077	$0.00	--
Sale	Class A Common Stock	127,077	$6.1775	$785K
Conversion	Class A Common Stock	34,254	$0.00	--
Sale	Class A Common Stock	34,254	$6.1775	$212K

Holdings After Transaction: Class B Common Stock — 7,479,907 shares (Direct); Class B Common Stock — 1,381,179 shares (Indirect, By: The Holme 2020 Irrevocable Trust); Class A Common Stock — 1,235,259 shares (Direct); Class A Common Stock — 34,254 shares (Indirect, By: The Holme 2020 Irrevocable Trust)

Footnotes (1)

1. The 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 $5.91 to $6.345, 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 978,348 shares represented by restricted stock units ("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. 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.

Key Figures

Net shares sold: 161,331 shares Weighted average sale price: $6.1775 per share Direct Class A holdings after transaction: 1,108,182 shares +3 more

6 metrics

Net shares sold 161,331 shares Class A shares sold on April 2, 2026

Weighted average sale price $6.1775 per share Open-market sales range $5.91–$6.345

Direct Class A holdings after transaction 1,108,182 shares CTO’s direct Class A Common Stock position post-sale

Direct Class B holdings after transaction 7,479,907 shares CTO’s direct Class B Common Stock following conversion

Indirect Class B holdings after transaction 1,381,179 shares Held by The Holme 2020 Irrevocable Trust

Unvested RSUs and PSUs 978,348 shares Units that may settle into Class A shares

Key Terms

Rule 10b5-1 trading plan, weighted average price, restricted stock units ("RSUs"), performance restricted stock units ("PSUs"), +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported is a weighted average price. These shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock units ("RSUs") financial

"Includes 978,348 shares represented by restricted stock units ("RSUs") and performance restricted stock units"

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

"represented by restricted stock units ("RSUs") and performance restricted stock units ("PSUs")"

Class B Common Stock financial

"Each share of Class B Common Stock is convertible at any time into Class A Common Stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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	04/02/2026		C		127,077	A	$0.00	1,235,259	D
Class A Common Stock	04/02/2026		S(1)		127,077	D	$6.1775(2)	1,108,182(3)	D
Class A Common Stock	04/02/2026		C		34,254	A	$0.00	34,254	I	By: The Holme 2020 Irrevocable Trust
Class A Common Stock	04/02/2026		S(1)		34,254	D	$6.1775(2)	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	(4)	04/02/2026		C			127,077	(4)	(4)	Class A Common Stock	127,077	$0.00	7,479,907	D
Class B Common Stock	(4)	04/02/2026		C			34,254	(4)	(4)	Class A Common Stock	34,254	$0.00	1,381,179	I	By: The Holme 2020 Irrevocable Trust

Explanation of Responses:

1. The 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.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.91 to $6.345, 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 978,348 shares represented by restricted stock units ("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. 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	04/03/2026
	** 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) CTO Timothy Holme report in this Form 4?

Timothy Holme reported converting 161,331 Class B shares into Class A and selling the resulting Class A shares. The sales were executed at a weighted average price of $6.1775 per share under a pre-arranged Rule 10b5-1 trading plan.

How many QuantumScape (QS) shares did the CTO sell and at what price?

The CTO sold 161,331 shares of QuantumScape Class A Common Stock. These open-market transactions occurred at a weighted average price of $6.1775 per share, with individual trades executed between $5.91 and $6.345 according to the Form 4 footnote.

Was the QuantumScape (QS) CTO’s stock sale under a Rule 10b5-1 plan?

Yes. The Form 4 states the reported sales were effected under a Rule 10b5-1 trading plan adopted on June 5, 2025. Such plans are pre-arranged, meaning trade timing is set in advance rather than decided opportunistically around short-term market moves.

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

After the reported trades, the CTO directly holds 1,108,182 shares of QuantumScape Class A Common Stock. He also continues to hold substantial Class B Common Stock directly and through The Holme 2020 Irrevocable Trust, plus 978,348 RSUs and PSUs that may settle in additional shares.

What role do RSUs and PSUs play in the QuantumScape (QS) CTO’s holdings?

The CTO’s reported holdings include 978,348 shares represented by RSUs and PSUs. Each unit corresponds to one Class A share, with RSUs vesting quarterly and PSUs vesting upon specified performance milestones, all contingent on his continued service at each vesting date.

How were QuantumScape (QS) Class B shares treated in this Form 4 filing?

Each Class B share is convertible one-for-one into Class A with no expiration. In this filing, 161,331 Class B shares, including those held by The Holme 2020 Irrevocable Trust, were converted into an equal number of Class A shares, then the Class A shares were sold in the market.