[Form 4] QuantumScape Corp Insider Trading Activity

Rhea-AI Filing Summary

Michael O. McCarthy III, a named officer of QuantumScape Corporation (ticker QS), reported a sale of 38,035 shares of Class A common stock on 09/12/2025 at a weighted average price of $9.1302 per share. After the reported disposition, the reporting person beneficially owned 1,397,382 shares, which include 1,217,795 restricted stock units and performance restricted stock units that convert to one share each upon vesting and performance achievement. The filing discloses the sale occurred in multiple transactions at prices between $9.1301 and $9.135 and notes the RSUs vest quarterly while PSUs vest upon meeting specified performance milestones, in each case subject to continued service.

Positive

• Substantial retained stake: Reporting person still beneficially owns 1,397,382 shares.
• Majority of holdings are equity-linked: 1,217,795 shares are RSUs/PSUs that align future compensation with company performance and service.

Negative

• Insider sale executed: 38,035 shares were sold at a weighted average price of $9.1302, which modestly reduces the officer's immediate shareholding.
• Sale executed across multiple trades: Shares sold at prices ranging from $9.1301 to $9.135, indicating staggered execution rather than a single transaction.

Insights

Securities Analyst

TL;DR Insider sale of 38,035 shares is modest relative to total beneficial ownership, signaling a limited change in stake.

The reported sale represents approximately 2.7% of the reporting person’s post-transaction beneficial ownership of 1,397,382 shares. The disclosure that 1,217,795 shares are RSUs/PSUs indicates most holdings are unvested or contingent on performance and service, which reduces immediate liquidity pressure on holdings. The weighted average sale price is $9.1302 across multiple trades, and the filer offers to disclose per-price details on request. For investors, this is a routine Section 16 transaction without clear material governance or strategic implications.

Corporate Governance Expert

TL;DR Officer sale appears routine and is accompanied by substantial remaining equity exposure via RSUs/PSUs.

The filing shows the reporting person remains substantially invested in the company through a large balance of RSUs and PSUs, which align executive incentives with shareholder outcomes pending vesting and performance conditions. The sale was disclosed with a weighted average price and a broad price range, indicating execution across multiple trades rather than a single block sale. There is no indication of accelerated vesting, option exercises, or unusual derivative activity in this Form 4, suggesting no atypical governance event.

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)
09/12/2025

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	09/12/2025		S		38,035	D	$9.1302(1)	1,397,382(2)	D

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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.1301 to $9.135, 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.

2. Includes 1,217,795 shares represented by restricted stock units ("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.

	/s/ Michael O. McCarthy, III	09/16/2025
	** 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 did Michael O. McCarthy III report on Form 4 for QS?

He reported a sale of 38,035 Class A shares and a remaining beneficial ownership of 1,397,382 shares, including RSUs/PSUs.

At what price were the QS shares sold by the reporting person?

The weighted average sale price was $9.1302, with individual transaction prices ranging from $9.1301 to $9.135.

How many of the reporting person’s QS shares are RSUs or PSUs?

1,217,795 shares are represented by restricted stock units and performance restricted stock units that convert to one share each upon vesting or performance achievement.

Does the Form 4 indicate any derivative transactions or option exercises by the reporting person?

No derivative securities or option exercises are reported in the provided Form 4 content.

Does the filing state whether RSUs and PSUs are subject to service or performance conditions?

Yes. RSUs vest quarterly and PSUs vest upon achievement of specified performance milestones, both subject to continued service.