QS Form 4: Mohit Singh sells 64,632 shares; RSU tax sale and 10b5-1 trade

Rhea-AI Filing Summary

Mohit Singh, Chief Development Officer of QuantumScape Corporation (QS), reported two dispositions of Class A common stock in August 2025. On 08/18/2025 he sold 41,034 shares to cover tax obligations on the release of restricted stock units at a weighted average price of $8.7024. On 08/19/2025 he sold 23,598 shares pursuant to a Rule 10b5-1 trading plan at a weighted average price of $8.6518. After these transactions he beneficially owned 1,577,079 shares, which include 1,364,273 RSUs and PSUs; RSUs vest quarterly and PSUs vest upon achievement of performance milestones. The Form 4 was signed by an attorney-in-fact on 08/20/2025.

Positive

• Use of a Rule 10b5-1 trading plan for the 08/19/2025 sale adds procedural clarity and helps demonstrate pre-planned trading
• Clear disclosure of tax-coverage sale on 08/18/2025 and willingness to provide detailed per-transaction prices enhances transparency

Negative

• Reported dispositions reduced the reporting person’s direct holdings by 64,632 shares across two days

Insights

Securities Analyst

TL;DR: Routine insider share sales reported; one sale for tax withholding and one under a 10b5-1 plan, leaving ~1.58M shares beneficially owned.

The Form 4 discloses non-derivative dispositions totaling 64,632 Class A shares across two dates. The first sale on 08/18/2025 was explicitly to cover tax obligations from RSU releases; the second on 08/19/2025 was executed under a previously adopted Rule 10b5-1 trading plan. The filing provides weighted average sale prices and states the composition of remaining holdings, including 1,364,273 RSUs/PSUs and vesting conditions. These are transparent, standard insider liquidity events rather than informative of company performance.

Corporate Governance Expert

TL;DR: Disclosure follows compliance norms—10b5-1 plan use and explanatory footnotes increase transparency.

The reporting person used a Rule 10b5-1 plan for one disposition and recorded the other as a sale to cover tax obligations from RSU releases, with detailed footnotes on price ranges and willingness to provide per-transaction breakdowns. The Form 4 includes the nature and vesting terms of RSUs and PSUs, and the filing was executed by an attorney-in-fact, consistent with procedural norms. No additional governance actions or departures are disclosed.

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^*

Singh Mohit

(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 DEVELOPMENT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		F(1)		41,034	D	$8.7024(2)	1,600,677	D
Class A Common Stock	08/19/2025		S(3)		23,598	D	$8.6518(4)	1,577,079(5)	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. Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.55 to $9.10, 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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2024.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.56 to $8.85, 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 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	08/20/2025
	** 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

Who filed the Form 4 for QuantumScape (QS)?

The Form 4 was filed on behalf of Mohit Singh, Chief Development Officer, with the signature executed by an attorney-in-fact on 08/20/2025.

How many shares did Mohit Singh sell and when?

He sold 41,034 shares on 08/18/2025 to cover tax obligations and 23,598 shares on 08/19/2025 under a Rule 10b5-1 plan.

At what prices were the shares sold?

The 08/18/2025 sale had a weighted average price of $8.7024 (individual trades ranged $8.55–$9.10). The 08/19/2025 sale had a weighted average price of $8.6518 (individual trades ranged $8.56–$8.85).

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

Following the reported transactions he beneficially owned 1,577,079 shares, which include 1,364,273 RSUs and PSUs.

What are the vesting conditions for the RSUs and PSUs mentioned?

The Form 4 states RSUs vest each quarter and PSUs vest upon achievement of certain performance milestones, both subject to continued service as of each vesting date.