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QuantumScape (NYSE: QS) CTO nets 195,451-share stock sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

QuantumScape Corp’s Chief Technology Officer Timothy Holme reported several stock transactions involving Class A and Class B shares. Across February 18–20, he sold a net 195,451 Class A shares in open-market transactions, with some sales executed to cover tax obligations on vesting RSUs and PSUs.

Some Class B shares were converted into Class A shares on a one-to-one basis, and part of the resulting Class A was then sold. Following these moves, he directly held 1,088,228 Class A shares, including 978,348 represented by RSUs and PSUs. All reported sales were made under a pre-established Rule 10b5-1 trading plan adopted on June 5, 2025.

Positive

  • None.

Negative

  • None.
Insider Holme Timothy
Role CHIEF TECHNOLOGY OFFICER
Sold 195,451 shs ($1.38M)
Type Security Shares Price Value
Sale Class A Common Stock 34,120 $6.9673 $238K
Conversion Class B Common Stock 127,077 $0.00 --
Conversion Class B Common Stock 34,254 $0.00 --
Tax Withholding Class A Common Stock 23,316 $7.0758 $165K
Conversion Class A Common Stock 127,077 $0.00 --
Sale Class A Common Stock 127,077 $7.1013 $902K
Conversion Class A Common Stock 34,254 $0.00 --
Sale Class A Common Stock 34,254 $7.1013 $243K
Tax Withholding Class A Common Stock 105,719 $7.1445 $755K
Holdings After Transaction: Class A Common Stock — 1,088,228 shares (Direct); Class B Common Stock — 7,734,061 shares (Direct); Class B Common Stock — 1,449,687 shares (Indirect, By: The Holme 2020 Irrevocable Trust); Class A Common Stock — 34,254 shares (Indirect, By: The Holme 2020 Irrevocable Trust)
Footnotes (1)
  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. 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. The 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.985 to $7.215, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.855 to $7.105, 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 978,348 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. 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.
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Form 4 Insider Transactions: What Each Field Means →
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).
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)
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) 105,719 D $7.1445(2) 1,145,664 D
Class A Common Stock 02/19/2026 F(1) 23,316 D $7.0758(3) 1,122,348 D
Class A Common Stock 02/19/2026 C 127,077 A $0.00 1,249,425 D
Class A Common Stock 02/19/2026 S(4) 127,077 D $7.1013(5) 1,122,348 D
Class A Common Stock 02/19/2026 C 34,254 A $0.00 34,254 I By: The Holme 2020 Irrevocable Trust
Class A Common Stock 02/19/2026 S(4) 34,254 D $7.1013(5) 0.00 I By: The Holme 2020 Irrevocable Trust(5)
Class A Common Stock 02/20/2026 S(4) 34,120 D $6.9673(6) 1,088,228(7) 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
Class B Common Stock (8) 02/19/2026 C 127,077 (8) (8) Class A Common Stock 127,077 $0.00 7,734,061 D
Class B Common Stock (8) 02/19/2026 C 34,254 (8) (8) Class A Common Stock 34,254 $0.00 1,449,687 I By: The Holme 2020 Irrevocable Trust
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. The 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.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.985 to $7.215, 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.
6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.855 to $7.105, 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.
7. Includes 978,348 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.
8. 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 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did QuantumScape (QS) CTO Timothy Holme report in this Form 4?

Timothy Holme reported multiple stock transactions involving QuantumScape Class A and Class B shares. These included open-market sales, tax-related share dispositions on vesting RSUs/PSUs, and conversions of Class B into Class A stock during February 18–20, 2026.

How many QuantumScape (QS) shares did the CTO sell in these transactions?

The reporting shows net open-market sales of 195,451 Class A shares. These sales were executed over February 19–20, 2026, at weighted-average prices in the high-$6 to low-$7 range, based on detailed price ranges disclosed in multiple footnotes.

Were QuantumScape (QS) CTO share sales made under a Rule 10b5-1 plan?

Yes, the filing states all reported sales were effected under a Rule 10b5-1 trading plan. That plan was adopted on June 5, 2025, meaning the trades followed a pre-arranged schedule rather than discretionary timing by the executive.

Did the QuantumScape (QS) CTO sell shares to cover tax obligations?

Yes, some dispositions are described as sales to cover tax obligations from RSU and PSU vesting. This means part of the stock was withheld or sold specifically to satisfy withholding taxes tied to equity compensation releases.

How many QuantumScape (QS) shares does the CTO hold after these transactions?

After the reported trades, Timothy Holme directly held 1,088,228 Class A shares. Footnotes explain this figure includes 978,348 shares underlying RSUs and PSUs, which vest quarterly or upon achieving performance milestones, subject to continued service.

What happened to QuantumScape (QS) Class B shares in this Form 4?

Some Class B shares were converted into Class A stock on a one-to-one basis. Footnotes note Class B is convertible into Class A at any time at the holder’s election and has no expiration date, facilitating these reported conversions and related sales.