QuantumScape (NYSE: QS) CFO disposes shares to cover RSU taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

QuantumScape Corp chief financial officer Kevin Hettrich reported two Form 4 transactions in Class A Common Stock, both categorized as tax-withholding dispositions. On February 18 and 19, 2026, shares were delivered to cover tax obligations tied to the release of restricted stock units (RSUs) and performance restricted stock units (PSUs), rather than open-market selling.

These tax-related share dispositions totaled 22,881 shares at a weighted average price of $7.0758 and 94,378 shares at a weighted average price of $7.1445, across multiple trades within stated price ranges. After these transactions, Hettrich directly owned 1,367,879 Class A shares, including 893,176 shares represented by RSUs and PSUs that vest over time based on continued service and performance milestones.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hettrich Kevin

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	22,881	$7.0758	$162K
Tax Withholding	Class A Common Stock	94,378	$7.1445	$674K

Holdings After Transaction: Class A Common Stock — 1,367,879 shares (Direct)

Footnotes (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 $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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.99 to $7.21, 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 893,176 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 06:51 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^*

Hettrich Kevin

(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 FINANCIAL 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⁾		94,378	D	$7.1445⁽²⁾	1,390,760	D
Class A Common Stock	02/19/2026		F⁽¹⁾		22,881	D	$7.0758⁽³⁾	1,367,879⁽⁴⁾	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 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 $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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.99 to $7.21, 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 893,176 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.

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 insider transaction did QuantumScape (QS) report for its CFO?

QuantumScape reported that CFO Kevin Hettrich disposed shares to cover tax obligations on vested RSUs and PSUs. The Form 4 shows two tax-withholding dispositions, rather than open-market buying or selling, in QuantumScape Class A Common Stock.

How many QuantumScape (QS) shares did the CFO use for tax withholding?

The filing shows two transactions of 22,881 and 94,378 QuantumScape Class A shares used for tax withholding. Both are coded as tax-withholding dispositions related to RSU and PSU vesting, not discretionary open-market sales by the CFO.

What prices were reported for the QuantumScape (QS) CFO’s tax-withholding trades?

The Form 4 reports weighted average prices of $7.0758 and $7.1445 per QuantumScape Class A share. Footnotes explain these are averages over multiple trades within price ranges between about $6.96 and $7.29 per share.

How many QuantumScape (QS) shares does the CFO own after these transactions?

After the reported tax-withholding dispositions, CFO Kevin Hettrich directly owns 1,367,879 QuantumScape Class A shares. This figure includes 893,176 shares represented by RSUs and PSUs that vest quarterly or upon performance milestones, subject to continued service.

What do the RSUs and PSUs in the QuantumScape (QS) filing represent?

The RSUs and PSUs represent rights to receive QuantumScape Class A shares. Each RSU or PSU converts into one share, with RSUs vesting quarterly and PSUs vesting on achievement of performance milestones, all contingent on the CFO’s continued service at each vesting date.