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.
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock | 18,356 | $7.0758 | $130K |
| Tax Withholding | Class A Common Stock | 58,332 | $7.1445 | $417K |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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 $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. Includes 761 shares acquired under the Issuer's Employee Stock Purchase Plan on December 1, 2025. 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. 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. The Reporting Person is the grantor of the trust.
