QS Form 4: Timothy Holme Discloses 09/2025 Sales and Conversions

Rhea-AI Filing Summary

Timothy Holme, QuantumScape's Chief Technology Officer, reported multiple stock transactions under a Rule 10b5-1 trading plan. On 09/04/2025 he sold a total of 176,352 shares of Class A common stock at a weighted average price of $7.5486 and converted 38,561 shares of Class B into Class A for indirect ownership. On 09/08/2025 he sold 23,244 Class A shares at a weighted average price of $9.627 and converted 6,362 Class B shares. Following these reported transactions, the reporting person beneficially owned 1,422,060 Class A shares directly and 1,663,631 Class A shares indirectly via The Holme 2020 Irrevocable Trust, which includes 1,364,273 RSUs and PSUs that vest over time.

Positive

• Transactions executed under a Rule 10b5-1 plan, adopted June 5, 2025, indicating pre-specified trading intent
• Comprehensive disclosure of weighted-average sale prices and price ranges for the reported sales
• Substantial retained ownership: reporting person still directly owns 1,422,060 Class A shares and indirectly owns 1,663,631 Class A shares
• Significant RSU/PSU holdings (1,364,273) that vest over time, aligning compensation with future service and performance

Negative

• Notable share dispositions: total reported sales of Class A shares on 09/04/2025 and 09/08/2025 reduced direct holdings
• Direct ownership decreased as reflected by the sales (e.g., 176,352 shares sold on 09/04/2025)
• Some converted Class B shares were immediately sold, resulting in 0 Class A equivalents held by the trust for those particular conversions

Insights

Corporate Governance Expert

TL;DR Insider sales were executed under a 10b5-1 plan and disclosed publicly, while the reporting person retains substantial direct and indirect holdings.

The reported transactions show scheduled disposition activity consistent with an established Rule 10b5-1 trading plan adopted June 5, 2025, which reduces concerns about opportunistic timing. The filing discloses both direct sales and conversions of Class B to Class A, and highlights retained economic interest via a trust and significant RSU/PSU positions that vest over time. Disclosure appears complete regarding weighted average prices and ranges for the sales.

Securities Analyst

TL;DR Sales reduced direct share count but material retained equity and deferred compensation instruments remain significant.

The transactions on 09/04/2025 and 09/08/2025 reduce immediate direct holdings but leave the reporting person with over one million shares directly and over 1.6 million indirectly. The filing quantifies weighted-average sale prices and notes that 1,364,273 RSUs/PSUs are included in the indirect total; these vest quarterly or upon performance milestones, indicating future potential share issuance to the reporting person subject to service and performance conditions.

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)
09/04/2025

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	09/04/2025		S(1)		176,352	D	$7.5486(2)	1,445,304	D
Class A Common Stock	09/04/2025		C		38,561	A	(3)	38,561	I	By: The Holme 2020 Irrevocable Trust
Class A Common Stock	09/04/2025		S(1)		38,561	D	$7.5486(2)	0.00	I	By: The Holme 2020 Irrevocable Trust
Class A Common Stock	09/08/2025		S(1)		23,244	D	$9.627(4)	1,422,060(5)	D
Class A Common Stock	09/08/2025		C		6,362	A	(3)	6,362	I	By: The Holme 2020 Irrevocable Trust
Class A Common Stock	09/08/2025		S(1)		6,362	D	$9.627(4)	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	(3)	09/04/2025		C			38,561	(3)	(3)	Class A Common Stock	38,561	$0.00	1,669,993	I	By: The Holme 2020 Irrevocable Trust
Class B Common Stock	(3)	09/08/2025		C			6,362	(3)	(3)	Class A Common Stock	6,362	$0.00	1,663,631	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 $7.405 to $7.675, 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. 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.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.295 to $10.435, 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.

5. Includes 1,364,273 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.

Remarks:

	/s /Michael O McCarthy III, attorney-in-fact	09/08/2025
	** 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).
** 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 insider transactions did QS CTO Timothy Holme report on Form 4?

The filing reports sales on 09/04/2025 (176,352 Class A shares at a weighted average price of $7.5486) and on 09/08/2025 (23,244 Class A shares at a weighted average price of $9.627), plus conversions of Class B to Class A.

Were the sales by QS insider part of a prearranged plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2025.

How many QS shares does the reporting person own after these transactions?

Following the reported transactions the reporting person beneficially owned 1,422,060 Class A shares directly and 1,663,631 Class A shares indirectly via The Holme 2020 Irrevocable Trust.

How many RSUs/PSUs are included in the indirect holdings?

The filing states that 1,364,273 shares are represented by RSUs and PSUs that vest quarterly or upon achievement of performance milestones, subject to continued service.

What price ranges were the shares sold at?

Shares sold on 09/04/2025 were transacted at prices ranging from $7.405 to $7.675; shares sold on 09/08/2025 ranged from $9.295 to $10.435, with weighted-average prices reported.