QuantumScape (NYSE: QS) legal chief uses shares to cover RSU tax bill

Rhea-AI Filing Summary

QuantumScape Corp’s Chief Legal Officer, Michael O. McCarthy III, reported tax-related share dispositions tied to equity awards. On February 18, 2026, he disposed of 58,332 shares of Class A Common Stock at a weighted average price of $7.1445 per share to cover tax obligations on the release of RSUs and PSUs. On February 19, 2026, he disposed of an additional 18,356 shares at a weighted average price of $7.0758, also to satisfy tax liabilities.

After these transactions, he held 1,005,587 shares directly, which include 761 shares acquired under the Employee Stock Purchase Plan on December 1, 2025, and 862,821 shares represented by RSUs and PSUs that may vest over time. He also had indirect ownership of 137,888 shares through a trust for which he is the grantor.

Insights

Equity compensation analyst

Dispositions are tax-withholding events from vesting awards, not open-market selling.

Michael O. McCarthy III, Chief Legal Officer of QuantumScape Corp, reported two Form 4 transactions coded “F,” which indicate tax-withholding dispositions. The footnotes state the shares were used to satisfy tax obligations from the release of RSUs and PSUs rather than discretionary selling.

He disposed of 58,332 shares at a weighted average price of $7.1445 on February 18, 2026 and 18,356 shares at $7.0758 on February 19, 2026. These prices reflect multiple trades within disclosed ranges, typical of broker-facilitated tax sales.

Following these events, he directly held 1,005,587 shares, including 862,821 represented by RSUs and PSUs that vest over time, and indirectly held 137,888 shares via a trust where he is the grantor. Overall, this is a routine equity-compensation and tax-management update, not a strategic change in ownership.

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)
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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/18/2026		F(1)		58,332	D	$7.1445(2)	1,023,943(3)	D
Class A Common Stock	02/19/2026		F(1)		18,356	D	$7.0758(4)	1,005,587(5)	D
Class A Common Stock								137,888	I	By: Trust(6)

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 $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. Includes 761 shares acquired under the Issuer's Employee Stock Purchase Plan on December 1, 2025.

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.

5. Includes 862,821 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.

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

Remarks:

	/s/ Michael O. McCarthy, III	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.

FAQ

What did QuantumScape (QS) executive Michael O. McCarthy report in this Form 4?

Michael O. McCarthy III reported two tax-withholding share dispositions tied to vested RSUs and PSUs. He used 58,332 shares on February 18 and 18,356 shares on February 19 to cover tax obligations arising from equity award releases.

Were the QuantumScape (QS) shares in this Form 4 open-market sales?

No, the filing describes code F transactions used to pay tax liabilities on vested RSUs and PSUs. Footnotes state the dispositions represent sales to cover tax obligations, distinguishing them from discretionary open-market selling for portfolio or liquidity reasons.

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

After the reported tax-withholding dispositions, McCarthy directly held 1,005,587 QuantumScape Class A shares, including 761 acquired through the Employee Stock Purchase Plan, plus 862,821 represented by RSUs and PSUs, and an additional 137,888 shares held indirectly via a trust.

What prices were realized in McCarthy’s QuantumScape (QS) tax-withholding share dispositions?

The February 18, 2026 disposition used a weighted average price of $7.1445 per share, with trades between $6.99 and $7.21. The February 19, 2026 disposition used a weighted average of $7.0758, with trades between $6.96 and $7.29, according to the footnotes.

What role do RSUs and PSUs play in QuantumScape (QS) executive McCarthy’s holdings?

McCarthy’s holdings include 862,821 shares represented by RSUs and PSUs. Each unit equals one Class A share upon vesting. RSUs vest quarterly, while PSUs vest upon meeting performance milestones, both conditioned on his continued service at each vesting date.

What is the significance of the trust in McCarthy’s QuantumScape (QS) ownership?

The filing notes 137,888 shares held indirectly through a trust, with McCarthy as grantor. This indicates part of his QuantumScape equity is structured via a trust arrangement, which can support estate or financial planning while still reflecting beneficial ownership in regulatory disclosures.