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  4. [Form 4] QuantumScape Corp Insider Trading Activity

QuantumScape (QS) Chief Legal Officer files Form 4 for gifts and stock sales

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

QuantumScape Corp’s Chief Legal Officer, Michael O. McCarthy III, reported several transactions in the company’s Class A common stock on 11/24/2025 and 11/25/2025. He made gift transfers of 36,415 shares and 40,000 shares for no consideration to trusts of which he is the grantor, and those trusts then sold the same numbers of shares.

The trust sales on 11/24/2025 and 11/25/2025 were executed at weighted average prices of $11.6032 and $11.7913, respectively, across multiple trades within narrow price ranges. Following these transactions, McCarthy beneficially owned 1,081,514 shares directly and 137,888 shares indirectly through the trust. The direct holdings include 1,081,514 shares represented by restricted stock units and performance stock units that may deliver one QuantumScape Class A share each as they vest over time.

Positive

  • None.

Negative

  • None.
Insider MCCARTHY MICHAEL O III
Role CHIEF LEGAL OFFICER
Sold 76,415 shs ($894K)
Type Security Shares Price Value
Gift Class A Common Stock 40,000 $0.00 --
Gift Class A Common Stock 40,000 $0.00 --
Sale Class A Common Stock 40,000 $11.7913 $472K
Gift Class A Common Stock 36,415 $0.00 --
Gift Class A Common Stock 36,415 $0.00 --
Sale Class A Common Stock 36,415 $11.6032 $423K
Holdings After Transaction: Class A Common Stock — 1,081,514 shares (Direct); Class A Common Stock — 177,888 shares (Indirect, By: Trust)
Footnotes (1)
  1. Gift transfer of shares from Reporting Person to trusts for no consideration. The Reporting Person is the grantor of the trust. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.60 to $11.655, 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 1,081,514 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.765 to $11.86, 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.
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).
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)
11/24/2025
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 11/24/2025 G(1) 36,415 D $0.00 1,121,514 D
Class A Common Stock 11/24/2025 G(1) 36,415 A $0.00 174,303 I By: Trust(2)
Class A Common Stock 11/24/2025 S 36,415 D $11.6032(3) 137,888 I By: Trust(2)
Class A Common Stock 11/25/2025 G(1) 40,000 D $0.00 1,081,514(4) D
Class A Common Stock 11/25/2025 G(1) 40,000 A $0.00 177,888 I By: Trust(2)
Class A Common Stock 11/25/2025 S 40,000 D $11.7913(5) 137,888 I By: Trust(2)
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. Gift transfer of shares from Reporting Person to trusts for no consideration.
2. The Reporting Person is the grantor of the trust.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.60 to $11.655, 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 1,081,514 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.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.765 to $11.86, 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.
Remarks:
/s/ Michael O. McCarthy, III 11/25/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did QuantumScape (QS) disclose in this Form 4?

The filing shows that Chief Legal Officer Michael O. McCarthy III made gift transfers of 36,415 shares and 40,000 shares of QuantumScape Class A common stock to trusts and that those trusts sold the same numbers of shares on 11/24/2025 and 11/25/2025.

Who is the reporting person in this QuantumScape (QS) Form 4 filing?

The reporting person is Michael O. McCarthy III, who is identified as an officer of QuantumScape with the title Chief Legal Officer.

At what prices were QuantumScape (QS) shares sold by the trust?

On 11/24/2025, the trust sold 36,415 shares at a weighted average price of $11.6032. On 11/25/2025, it sold 40,000 shares at a weighted average price of $11.7913, each representing multiple trades within specified price ranges.

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

After the reported transactions, Michael O. McCarthy III beneficially owned 1,081,514 shares directly and 137,888 shares indirectly through a trust.

What is the nature of the trust mentioned in the QuantumScape (QS) Form 4?

The filing notes that the reporting person is the grantor of the trust, and that the indirect holdings and certain sales were made by the trust on his behalf.

What portion of the insider’s QuantumScape (QS) holdings are in RSUs and PSUs?

The filing states that the 1,081,514 shares directly beneficially owned include shares represented by restricted stock units (RSUs) and performance restricted stock units (PSUs), each unit corresponding to one QuantumScape Class A share upon vesting.