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QuantumScape (NYSE: QS) CTO Holme sells shares via 10b5-1 plan trade

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

Rhea-AI Filing Summary

QuantumScape Corp's chief technology officer, Timothy Holme, reported a set of planned share conversions and sales. On January 5, 2026, he converted 166,440 Class B Common Stock into Class A at an exercise price of $0.00, then sold 166,440 Class A shares at a weighted average price of $11.278 under a Rule 10b5-1 trading plan adopted on June 5, 2025. After these direct transactions, he reported owning 1,251,383 Class A shares, including 1,217,866 shares represented by RSUs and PSUs, and 7,861,138 Class B shares.

Separately, The Holme 2020 Irrevocable Trust, an entity associated with Holme, converted 44,922 Class B shares into Class A at $0.00 and sold 44,922 Class A shares at a weighted average price of $11.2781. Following these trades, the trust reported no remaining Class A shares and 1,483,941 Class B shares, which are convertible into Class A on a one-to-one basis at any time.

Positive

  • None.

Negative

  • None.
Insider Holme Timothy
Role CHIEF TECHNOLOGY OFFICER
Sold 211,362 shs ($2.38M)
Type Security Shares Price Value
Conversion Class B Common Stock 166,440 $0.00 --
Conversion Class B Common Stock 44,922 $0.00 --
Conversion Class A Common Stock 166,440 $0.00 --
Sale Class A Common Stock 166,440 $11.278 $1.88M
Conversion Class A Common Stock 44,922 $0.00 --
Sale Class A Common Stock 44,922 $11.2781 $507K
Holdings After Transaction: Class B Common Stock — 7,861,138 shares (Direct); Class B Common Stock — 1,483,941 shares (Indirect, By: The Holme 2020 Irrevocable Trust); Class A Common Stock — 1,417,823 shares (Direct); Class A Common Stock — 44,922 shares (Indirect, By: The Holme 2020 Irrevocable Trust)
Footnotes (1)
  1. 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 $11.055 to $11.545, 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. 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)
01/05/2026
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 01/05/2026 C 166,440 A $0.00 1,417,823 D
Class A Common Stock 01/05/2026 S(1) 166,440 D $11.278(2) 1,251,383(3) D
Class A Common Stock 01/05/2026 C 44,922 A $0.00 44,922 I By: The Holme 2020 Irrevocable Trust
Class A Common Stock 01/05/2026 S(1) 44,922 D $11.2781(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) 01/05/2026 C 166,440 (4) (4) Class A Common Stock 166,440 $0.00 7,861,138 D
Class B Common Stock (4) 01/05/2026 C 44,922 (4) (4) Class A Common Stock 44,922 $0.00 1,483,941 I By: The Holme 2020 Irrevocable Trust
Explanation of Responses:
1. 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.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.055 to $11.545, 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 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.
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 01/07/2026
** 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 activity did QuantumScape (QS) disclose in this Form 4?

The filing shows CTO Timothy Holme converted 166,440 Class B shares into Class A at $0.00 and sold 166,440 Class A shares at a weighted average price of $11.278, plus related transactions by The Holme 2020 Irrevocable Trust.

Was the QuantumScape (QS) insider sale made under a Rule 10b5-1 plan?

Yes. The exercise and sales were effected under a Rule 10b5-1 trading plan adopted by CTO Timothy Holme on June 5, 2025, as disclosed in the footnotes.

How many QuantumScape (QS) shares did CTO Timothy Holme sell?

Timothy Holme sold 166,440 shares of Class A Common Stock at a weighted average price of $11.278. A related entity, The Holme 2020 Irrevocable Trust, sold an additional 44,922 Class A shares at $11.2781.

What are Timothy Holme’s QuantumScape (QS) holdings after these transactions?

After the reported trades, Holme directly held 1,251,383 Class A shares (including 1,217,866 RSU/PSU-based shares) and 7,861,138 Class B shares. The trust associated with him held 1,483,941 Class B shares.

How are the QuantumScape (QS) Class B shares treated in this Form 4?

Each Class B Common Stock share is described as convertible into one Class A share at any time at the reporting person’s election, with no expiration date.

What do the RSUs and PSUs represent for QuantumScape (QS) CTO Timothy Holme?

The filing states that 1,217,866 shares are represented by RSUs and PSUs. Each unit represents the right to receive one Class A share, with RSUs vesting quarterly and PSUs vesting upon certain performance milestones, subject to continued service.

How were the sale prices determined for the QuantumScape (QS) insider trades?

The sales prices are reported as weighted average prices. For Holme’s direct sale, shares were sold between $11.055 and $11.545, resulting in a weighted average of $11.278, and the trust’s sale averaged $11.2781.