QuantumScape (NYSE: QS) CTO reports Class B conversions and share sales

Rhea-AI Filing Summary

QuantumScape Corp (QS) Chief Technology Officer reported a series of insider transactions on Class A and Class B shares. On 12/04/2025, the reporting person converted 166,440 shares of Class B Common Stock into Class A Common Stock at an exercise price of $0.00, then sold 166,440 Class A shares at a weighted average price of $12.69, leaving 1,251,383 Class A shares held directly.

On the same date, an additional 44,922 Class B shares held through The Holme 2020 Irrevocable Trust were converted into Class A shares at $0.00 and then sold at a weighted average price of $12.6901, after which the trust held no Class A shares. Following these transactions, direct holdings also include 1,217,866 shares represented by RSUs and PSUs, each settling into one Class A share subject to quarterly vesting or performance milestones. All exercise and sale activity was carried out under a Rule 10b5-1 trading plan adopted on June 5, 2025.

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

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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).

X

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^*

Holme Timothy

(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 TECHNOLOGY OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2025

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	12/04/2025		C		166,440	A	$0.00	1,417,823	D
Class A Common Stock	12/04/2025		S(1)		166,440	D	$12.69(2)	1,251,383(3)	D
Class A Common Stock	12/04/2025		C		44,922	A	$0.00	44,922	I	By: The Holme 2020 Irrevocable Trust
Class A Common Stock	12/04/2025		S(1)		44,922	D	$12.6901(2)	0.00	I	By: The Holme 2020 Irrevocable Trust

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
Class B Common Stock	(4)	12/04/2025		C			166,440	(4)	(4)	Class A Common Stock	166,440	$0.00	8,027,578	D
Class B Common Stock	(4)	12/04/2025		C			44,922	(4)	(4)	Class A Common Stock	44,922	$0.00	1,528,863	I	By: The Holme 2020 Irrevocable Trust

Explanation of Responses:

1. The exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2025.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.125 to $13.075, 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 1,217,866 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.

4. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date.

Remarks:

	/s /Michael O McCarthy III, attorney-in-fact	12/08/2025
	** 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).
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FAQ

What insider transaction did QuantumScape (QS) disclose in this Form 4?

The filing shows QuantumScape's Chief Technology Officer converted Class B Common Stock into Class A Common Stock and then sold the resulting Class A shares on 12/04/2025, both directly and through The Holme 2020 Irrevocable Trust.

How many QuantumScape Class A shares did the CTO sell on 12/04/2025?

The CTO sold 166,440 Class A Common shares directly at a weighted average price of $12.69, and 44,922 Class A shares through The Holme 2020 Irrevocable Trust at a weighted average price of $12.6901.

What are the QuantumScape share holdings of the CTO after these transactions?

After the reported trades, the CTO holds 1,251,383 Class A Common shares directly, which include 1,217,866 shares represented by RSUs and PSUs that each convert into one Class A share upon vesting and performance conditions.

Were these QuantumScape (QS) insider trades made under a Rule 10b5-1 plan?

Yes. The filing states that the exercise and sales reported were effected under a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2025.

What prices were received for the sold QuantumScape shares?

The filing reports weighted average sale prices of $12.69 per share for the CTO's direct Class A sales and $12.6901 per share for sales by The Holme 2020 Irrevocable Trust. Underlying individual trades ranged from $12.125 to $13.075.

How do RSUs and PSUs affect the CTO's QuantumScape holdings?

The CTO's position includes 1,217,866 shares represented by RSUs and PSUs. Each unit represents the right to receive one share of Class A Common Stock, with RSUs vesting quarterly and PSUs vesting upon achievement of specified performance milestones.

What is the conversion feature of QuantumScape Class B Common Stock mentioned in the filing?

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the reporting person's election and has no expiration date, according to the disclosure.