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QuantumScape (QS) COO receives large RSU and PSU grants tied to TSR

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

QuantumScape Corp reported that Chief Operating Officer Luca Giovanni Fasoli received equity awards in the form of Class A Common Stock units. He was granted 667,655 restricted and performance stock units and a separate grant of 133,531 restricted stock units, both at no cash cost to him.

The first grant consists of 40% restricted stock units (RSUs) that vest quarterly and 60% performance restricted stock units (PSUs) that vest when specified performance milestones are achieved, in each case requiring continued service. The second RSU grant vests based on QuantumScape’s total shareholder return relative to indexed companies over a performance period from January 1, 2026 to December 31, 2028, also requiring continued service.

Following these awards, Fasoli’s direct holdings increased to 2,047,408 shares of Class A Common Stock, including 1,960,511 shares represented by RSUs and PSUs that will only convert into shares as vesting conditions are met.

Positive

  • None.

Negative

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Insider Fasoli Luca Giovanni
Role Chief Operating Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 667,655 $0.00 --
Grant/Award Class A Common Stock 133,531 $0.00 --
Holdings After Transaction: Class A Common Stock — 1,913,877 shares (Direct)
Footnotes (1)
  1. The Issuer granted restricted stock units ("RSUs") (40%) and performance restricted stock units ("PSUs") (60%) to the Reporting Person. Each RSU and 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 Issuer granted RSUs to the Reporting Person. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. The RSUs are eligible to vest based on the Issuer's total shareholder return ("TSR") relative to certain indexed companies during a performance period beginning on January 1, 2026 and ending on December 31, 2028, subject to the Reporting Person's continued service as of each vesting date. Includes 1,960,511 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.
Equity award 1 667,655 shares Class A Common Stock units via RSUs and PSUs granted on April 14, 2026
Equity award 2 133,531 shares Class A Common Stock units via RSUs granted on April 14, 2026
Price per share for awards $0.0000 per share Stated grant price for both Class A Common Stock awards
Holdings after first grant 1,913,877 shares Total Class A Common Stock directly held after 667,655-unit award
Holdings after second grant 2,047,408 shares Total Class A Common Stock directly held after 133,531-unit award
Unvested RSUs and PSUs 1,960,511 shares Shares represented by RSUs and PSUs included in reported holdings
TSR performance period January 1, 2026 to December 31, 2028 Period for TSR-based RSU vesting relative to indexed companies
restricted stock units ("RSUs") financial
"The Issuer granted restricted stock units ("RSUs") (40%) and performance restricted stock units"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
performance restricted stock units ("PSUs") financial
"granted restricted stock units ("RSUs") (40%) and performance restricted stock units ("PSUs") (60%)"
total shareholder return ("TSR") financial
"RSUs are eligible to vest based on the Issuer's total shareholder return ("TSR") relative"
performance milestones financial
"The RSUs vest each quarter and the PSUs vest upon achievement of certain performance milestones"
performance period financial
"relative to certain indexed companies during a performance period beginning on January 1, 2026"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
SEC Form 4
FORM 4UNITED 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*
Fasoli Luca Giovanni

(Last)(First)(Middle)
C/O QUANTUMSCAPE CORPORATION
1730 TECHNOLOGY DRIVE

(Street)
SAN JOSE CALIFORNIA 95110

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
QuantumScape Corp [ QS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/14/2026A(1)667,655A$0.001,913,877D
Class A Common Stock04/14/2026A(2)133,531A$0.002,047,408(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Issuer granted restricted stock units ("RSUs") (40%) and performance restricted stock units ("PSUs") (60%) to the Reporting Person. Each RSU and 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.
2. The Issuer granted RSUs to the Reporting Person. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. The RSUs are eligible to vest based on the Issuer's total shareholder return ("TSR") relative to certain indexed companies during a performance period beginning on January 1, 2026 and ending on December 31, 2028, subject to the Reporting Person's continued service as of each vesting date.
3. Includes 1,960,511 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.
Remarks:
/s /Michael O. McCarthy III, attorney-in-fact04/16/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did QuantumScape (QS) disclose about COO Luca Fasoli’s latest stock awards?

QuantumScape disclosed that COO Luca Fasoli received two equity grants of Class A Common Stock units at no cash cost, structured as restricted stock units and performance stock units that vest over time, subject to continued service and performance conditions.

How many QuantumScape (QS) shares were granted to COO Luca Fasoli in this Form 4?

The filing shows two separate acquisitions: 667,655 Class A Common Stock units tied to RSUs and PSUs, and an additional 133,531 RSUs. Both are compensation-related awards rather than open-market purchases, and each unit represents the right to receive one share upon vesting.

How do Luca Fasoli’s new RSUs and PSUs at QuantumScape (QS) vest?

For the 667,655-unit award, 40% are RSUs vesting quarterly and 60% are PSUs vesting upon achievement of performance milestones, all requiring continued service. The 133,531 RSUs vest based on QuantumScape’s total shareholder return versus indexed companies during 2026–2028.

What is the total QuantumScape (QS) share position reported for COO Luca Fasoli after these grants?

After the reported grants, Luca Fasoli holds 2,047,408 shares of QuantumScape Class A Common Stock directly. This figure includes 1,960,511 shares represented by RSUs and PSUs that will convert into shares only as vesting and performance conditions are satisfied over time.

Are Luca Fasoli’s new QuantumScape (QS) awards open-market purchases or compensation grants?

The transactions are compensation grants coded as awards, not open-market purchases. QuantumScape granted RSUs and PSUs at a stated price of $0.0000 per share, reflecting equity compensation that vests over time rather than discretionary buying of stock in the market.

What performance period applies to QuantumScape (QS) RSUs tied to total shareholder return?

The RSUs described in the filing are eligible to vest based on QuantumScape’s total shareholder return relative to indexed companies during a performance period beginning January 1, 2026 and ending December 31, 2028, with vesting also conditioned on Luca Fasoli’s continued service.