Tax-driven stock sales by QuantumScape (NYSE: QS) CEO disclosed

Rhea-AI Filing Summary

QuantumScape Corp CEO Sivaram Srinivasan reported tax-related share dispositions tied to equity awards. On February 18, he disposed of 246,631 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, he similarly disposed of 37,175 shares at a weighted average price of $7.0758 per share for the same purpose. After these transactions, he directly owned 3,590,217 shares and indirectly held 360,000 shares through trusts, which also include 2,789,971 shares represented by RSUs and PSUs that vest over time based on service and performance milestones.

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

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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^*

Sivaram Srinivasan

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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)		246,631	D	$7.1445(2)	3,627,392	D
Class A Common Stock	02/19/2026		F(1)		37,175	D	$7.0758(3)	3,590,217(4)	D
Class A Common Stock								360,000	I(5)	By: Trusts

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. 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.

4. Includes 2,789,971 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 a Co-Trustee of the trusts and his family members are beneficiaries of the trusts.

Remarks:

	/s /Michael O McCarthy III, attorney-in-fact	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.
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FAQ

What insider transactions did QuantumScape (QS) report for its CEO?

QuantumScape’s CEO Sivaram Srinivasan reported two tax-related share dispositions. He delivered 246,631 shares on February 18 and 37,175 shares on February 19 to cover tax obligations linked to RSU and PSU releases, rather than making discretionary open-market sales.

How many QuantumScape (QS) shares did the CEO dispose of for taxes?

The CEO disposed of 283,806 QuantumScape Class A shares in total for tax obligations. This includes 246,631 shares at a weighted average price of $7.1445 and 37,175 shares at a weighted average price of $7.0758, both tied to equity award vesting.

What are the CEO’s QuantumScape (QS) share holdings after these transactions?

After the reported transactions, the CEO held 3,590,217 QuantumScape shares directly and 360,000 shares indirectly through trusts. These holdings include 2,789,971 shares represented by RSUs and PSUs that vest quarterly or upon meeting specified performance milestones, subject to continued service.

Were the QuantumScape (QS) CEO’s share disposals routine tax withholding?

Yes. The Form 4 states the transactions represent sales to cover tax obligations from the release of restricted stock units and performance stock units. Code F identifies them as tax-withholding dispositions, not discretionary buy or sell decisions in the open market.

How are RSUs and PSUs described in the QuantumScape (QS) CEO filing?

Each RSU and PSU represents the right to receive one QuantumScape Class A share. RSUs vest quarterly, while PSUs vest upon achieving specified performance milestones, in both cases conditioned on the CEO’s continued service on each applicable vesting date.

What does indirect ownership by trusts mean in the QuantumScape (QS) filing?

The filing notes 360,000 QuantumScape shares are held indirectly through trusts. The CEO is a co-trustee and his family members are beneficiaries, indicating beneficial ownership is reported through these trust arrangements rather than solely as direct personal holdings.