QuantumScape QS Chief Legal Officer reports Form 4 share sale

Rhea-AI Filing Summary

QuantumScape Corp (QS) reported an insider transaction by its Chief Legal Officer on a Form 4. On 11/18/2025, the officer disposed of 59,108 and 758 shares of Class A common stock in two transactions coded "F," which indicates shares were sold to cover tax obligations upon the release of restricted stock units (RSUs) and performance stock units (PSUs). The weighted average sale prices were $13.0416 for the larger block and $13.4609 for the smaller block, each executed across multiple trades within narrow price ranges. Following these transactions, the officer directly beneficially owned 1,157,929 shares, including 1,081,514 shares represented by RSUs and PSUs, and also indirectly owned 137,888 shares through a trust for which the officer is the grantor.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider MCCARTHY MICHAEL O III

Role CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	59,108	$13.0416	$771K
Tax Withholding	Class A Common Stock	758	$13.4609	$10K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,158,687 shares (Direct); Class A Common Stock — 137,888 shares (Indirect, By: Trust)

Footnotes (1)

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 $12.44 to $13.44, 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 $13.45 to $13.48, 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 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. The Reporting Person is the grantor of the trust.

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)
11/18/2025

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	11/18/2025		F(1)		59,108	D	$13.0416(2)	1,158,687	D
Class A Common Stock	11/18/2025		F(1)		758	D	$13.4609(3)	1,157,929(4)	D
Class A Common Stock								137,888	I	By: Trust(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. 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 $12.44 to $13.44, 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 $13.45 to $13.48, 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 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.

5. The Reporting Person is the grantor of the trust.

Remarks:

	/s/ Michael O. McCarthy, III	11/20/2025
	** 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.

FAQ

What insider transaction did QuantumScape (QS) report on this Form 4?

The Chief Legal Officer of QuantumScape Corp (QS) reported disposing of 59,108 and 758 shares of Class A common stock on 11/18/2025, in transactions coded "F" related to equity awards.

Why did the QuantumScape (QS) Chief Legal Officer sell shares?

The filing states the sales represent a sale to cover tax obligations arising from the release of RSUs and PSUs, a common method of satisfying withholding taxes on vested equity awards.

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

The weighted average sale price was $13.0416 for the 59,108 shares, executed in trades between $12.44 and $13.44, and $13.4609 for the 758 shares, executed between $13.45 and $13.48.

How many QuantumScape (QS) shares does the insider own after the transaction?

After the reported transactions, the officer directly beneficially owned 1,157,929 shares of Class A common stock and indirectly owned 137,888 shares through a trust.

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

The filing notes that the 1,157,929 directly beneficially owned shares include 1,081,514 shares represented by RSUs and PSUs, each unit corresponding to one share of Class A common stock.

How do the RSUs and PSUs for the QuantumScape (QS) insider vest?

The RSUs vest each quarter, while the PSUs vest upon achievement of specified performance milestones, in both cases subject to the officer's continued service on each vesting date.