[Form 4] QuantumScape Corporation Insider Trading Activity

Rhea-AI Filing Summary

Michael O. McCarthy III, Chief Legal Officer of QuantumScape Corporation (QS), reported on Form 4 that he sold 31,766 shares of Class A common stock on 08/18/2025 at a weighted average price of $8.7024 per share to cover tax obligations arising from the release of restricted stock units (RSUs). After the sale, he beneficially owns 1,435,417 shares, which include 1,217,795 shares represented by RSUs and performance restricted stock units (PSUs). The RSUs vest quarterly while the PSUs vest upon achieving specified performance milestones, both subject to continued service.

Positive

• Reporting person retained substantial equity: beneficial ownership of 1,435,417 shares following the transaction.
• Sale was tax-driven: disclosed explicitly as a sale to cover tax obligations on RSU releases, suggesting routine administrative purpose.
• Transparent pricing disclosure: weighted average price reported and range ($8.55–$9.10) provided with offer to supply per-price breakdown on request.

Negative

• Disposition of shares: 31,766 Class A shares were sold, reducing direct holdings.
• Significant portion subject to vesting/performance: 1,217,795 shares represented by RSUs and PSUs remain subject to vesting and performance milestones, limiting immediate liquidity.

Insights

Securities Analyst

TL;DR: Insider sold a small portion of equity to cover taxes; retains a large equity stake via RSUs/PSUs.

The reported sale of 31,766 shares appears to be a routine, tax-related disposition rather than a directional trade on company prospects, as the filer specifies the sale "to cover tax obligations on the release of restricted stock units." The post-transaction beneficial ownership of 1,435,417 shares, including 1,217,795 RSUs/PSUs, indicates continued substantial alignment with shareholder outcomes, though many shares remain subject to vesting and performance conditions.

Corporate Governance Expert

TL;DR: Disclosure is consistent with Section 16 requirements and includes necessary footnote detail on sale pricing and vesting.

The Form 4 provides required specifics: transaction date (08/18/2025), transaction code F (sale following vesting to cover taxes), a weighted average sale price with a disclosed price range ($8.55–$9.10), and a clear description of RSU and PSU treatment. The filing commits to furnish per-price sale breakdown upon request, which supports transparency. No amendments or additional arrangements are reported.

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
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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).

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^*

MCCARTHY MICHAEL O III

(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 LEGAL 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)		31,766	D	$8.7024(2)	1,435,417(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)
				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. Includes 1,217,795 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	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

What transaction did Michael O. McCarthy III report on Form 4 for QS?

He reported a sale of 31,766 Class A shares on 08/18/2025 to cover tax obligations from the release of RSUs.

How many QS shares does the reporting person own after the transaction?

1,435,417 shares beneficially owned following the reported transaction.

How many of the reported shares are RSUs or PSUs and how do they vest?

1,217,795 shares are represented by RSUs and PSUs; RSUs vest quarterly and PSUs vest upon achievement of performance milestones, both subject to continued service.

At what price were the sold QS shares reported?

Weighted average price $8.7024, with individual sale prices disclosed in a range of $8.55 to $9.10.

What transaction code was used on the Form 4 and what does it mean?

Code F was used, indicating the sale was to cover tax withholding obligations upon vesting of equity awards.