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  4. [Form 4] QuantumScape Corporation Insider Trading Activity

QuantumScape CTO sells shares for tax withholding; retains 1.62M holdings

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Timothy Holme, Chief Technology Officer and director of QuantumScape Corporation (QS), reported the sale of 40,272 shares of Class A common stock on 08/18/2025 at a weighted average price of $8.7024 per share to cover tax obligations on the release of restricted stock units (RSUs). After the sale, he beneficially owns 1,621,656 shares, which include 1,364,273 RSUs and performance restricted stock units (PSUs). RSUs vest quarterly and PSUs vest upon achievement of performance milestones, both subject to continued service. The Form 4 was signed by an attorney-in-fact.

Positive

  • Continued substantial insider ownership: Reporting person retains 1,621,656 shares, maintaining alignment with shareholders.
  • Sale was for tax withholding on vesting: Transaction explicitly reported as a sale to cover tax obligations on RSU release, indicating routine administrative purpose.
  • Detailed disclosure of RSU/PSU counts and vesting: Filing specifies 1,364,273 RSUs/PSUs and explains quarterly vesting and performance-based vesting for PSUs.

Negative

  • None.

Insights

TL;DR: Routine insider tax-sale of vested equity; sizable remaining ownership keeps executive aligned with shareholders.

The reported transaction is a standard sale to satisfy tax withholding on equity vesting rather than a discretionary divestiture for liquidity. The sale of 40,272 shares at a weighted average price of $8.7024 represents a small fraction of the reporting person's total beneficial holdings of 1,621,656 shares. Continued large ownership, including 1,364,273 RSUs/PSUs, suggests ongoing alignment with company performance and potential upside tied to future vesting and milestone achievement.

TL;DR: Transaction appears compliant and routine; disclosure notes vesting schedule and tax-withholding sale.

The Form 4 discloses the sale as a tax-withholding event linked to RSU release and provides a weighted average sale price range. The filing identifies vesting mechanics for RSUs and PSUs and indicates the reporting person remains a significant insider holder. The record was executed via attorney-in-fact, which is common for administrative filings. There are no indications of unusual trading patterns or governance red flags in the disclosed information.

Insider Holme Timothy
Role CHIEF TECHNOLOGY OFFICER
Type Security Shares Price Value
Tax Withholding Class A Common Stock 40,272 $8.7024 $350K
Holdings After Transaction: Class A Common Stock — 1,621,656 shares (Direct)
Footnotes (1)
  1. Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs"). 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. 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.
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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).
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)
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) 40,272 D $8.7024(2) 1,621,656(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 1,364,273 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did QuantumScape (QS) insider Timothy Holme sell on 08/18/2025?

He sold 40,272 shares of Class A common stock at a weighted average price of $8.7024 per share to cover tax obligations on RSU vesting.

How many shares does Timothy Holme beneficially own after the reported transaction?

He beneficially owns 1,621,656 shares following the sale.

What portion of Holme's holdings are RSUs or PSUs?

The filing states 1,364,273 shares are represented by RSUs and performance RSUs (PSUs).

When do the RSUs and PSUs vest according to the Form 4?

RSUs vest each quarter; PSUs vest upon achievement of specified performance milestones, both subject to continued service.

Who signed the Form 4 filing for Timothy Holme?

The form was signed by Michael O McCarthy III, attorney-in-fact, on 08/20/2025.