STOCK TITAN

QuantumScape (NYSE: QS) legal chief unloads shares to cover taxes

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

QuantumScape Corp (QS) insider Michael O. McCarthy III, Chief Legal Officer, reported a Code F disposition of 25,709 shares of Class A Common Stock on August 18, 2026, as a sale to cover tax obligations on the release of restricted stock units. The weighted average sale price was $5.7445 per share, with individual trades between $5.66 and $5.93. After this transaction, he holds 1,527,774 shares directly, including 331 shares acquired under the Employee Stock Purchase Plan and 1,380,083 shares represented by RSUs and PSUs, plus 137,888 shares held indirectly by a trust for which he is the grantor.

Positive

  • None.

Negative

  • None.
Insider MCCARTHY MICHAEL O III
Role CHIEF LEGAL OFFICER
Type Security Shares Price Value
Tax Withholding Class A Common Stock F1, F2, F3, F4 25,709 $5.7445 $148K
holding Class A Common Stock F5 -- -- --
Holdings After Transaction: Class A Common Stock — 1,527,774 shares (Direct); Class A Common Stock — 137,888 shares (Indirect, By: Trust)
Footnotes (5)
  1. F1. Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").
  2. F2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.66 to $5.93, 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. F3. Includes 331 shares acquired under the Issuer's Employee Stock Purchase Plan on June 1, 2026.
  4. F4. Includes 1,380,083 shares represented by 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. F5. The Reporting Person is the grantor of the trust.
Shares delivered/withheld for taxes 25,709 shares Class A Common Stock disposition on August 18, 2026 to cover tax obligations on RSU release
Weighted average price $5.7445 per share Tax-related disposition of 25,709 shares, with trades from $5.66 to $5.93
Price range of transactions $5.66–$5.93 per share Range of prices for multiple sale transactions comprising the 25,709-share disposition
Direct holdings after transaction 1,527,774 shares Total direct Class A Common Stock position following the August 18, 2026 disposition
RSUs and PSUs included in direct holdings 1,380,083 shares Shares represented by RSUs and PSUs, each unit representing the right to receive one share
ESPP shares in direct holdings 331 shares Shares acquired under the Employee Stock Purchase Plan on June 1, 2026
Indirect holdings via trust 137,888 shares Class A Common Stock held indirectly by a trust for which the reporting person is the grantor
restricted stock units financial
"sale to cover tax obligations on the release of restricted stock units ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance restricted stock units financial
"Includes 1,380,083 shares represented by RSUs and performance restricted stock units ("PSUs")"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Employee Stock Purchase Plan financial
"Includes 331 shares acquired under the Issuer's Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
weighted average price financial
"The price reported is a weighted average price. These shares were sold"
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.
grantor of the trust financial
"The Reporting Person is the grantor of the trust."

FAQ

What insider transaction did QS executive Michael O. McCarthy III report?

He reported a Code F disposition of 25,709 QuantumScape (QS) shares on August 18, 2026, described as a sale to cover tax obligations arising from the release of restricted stock units, at a weighted average price of $5.7445 per share.

At what prices were the QuantumScape (QS) shares transacted in this Form 4?

The 25,709 QS shares related to tax obligations were sold in multiple transactions at prices ranging from $5.66 to $5.93 per share, resulting in a weighted average price of $5.7445 per share for the reported disposition.

How many QuantumScape (QS) shares does Michael O. McCarthy III hold after this filing?

Following the reported transaction, he holds 1,527,774 QS shares directly and 137,888 shares indirectly through a trust. The direct position includes 1,380,083 shares represented by RSUs and PSUs and 331 shares acquired under the Employee Stock Purchase Plan.

What is the nature of the indirect QuantumScape (QS) share holdings in this Form 4?

The Form 4 shows 137,888 QS shares held indirectly by a trust. A footnote states that the reporting person is the grantor of the trust, indicating the trust-related nature of these indirect holdings.

Were the QuantumScape (QS) insider transactions under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not checked, and no footnote states that the 25,709-share tax-related disposition or the reported holdings were executed pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF LEGAL OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/18/2026F(1)25,709D$5.7445(2)1,527,774(3)(4)D
Class A Common Stock137,888IBy: 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.66 to $5.93, 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 331 shares acquired under the Issuer's Employee Stock Purchase Plan on June 1, 2026.
4. Includes 1,380,083 shares represented by 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 Reporting Person is the grantor of the trust.
Remarks:
/s/ Michael O. McCarthy, III08/20/2026
** Signature of Reporting PersonDate
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)