QS Insider Cashes Out 615k Options via 10b5-1 Plan

Rhea-AI Filing Summary

QuantumScape (NYSE:QS) filed a Form 4 on 27 June 2025 detailing Chief Development Officer Mohit Singh’s option exercises and corresponding share sales executed under a Rule 10b5-1 plan adopted 12 Sept 2024.

• Options exercised: 615,000 shares at strike prices of $1.3252 and $2.377.
• Shares sold: 615,000 Class A shares for a weighted-average consideration of roughly $4.1 million (prices ranged $5.69–$7.245).
• Post-transaction ownership: 1,641,711 shares, including 1,437,698 unvested RSUs/PSUs—unchanged versus pre-transaction level.
• No open-market purchases occurred; activity appears designed to generate liquidity while keeping the equity stake constant.

No other material company developments were disclosed.

Positive

• None.

Negative

• Chief Development Officer Mohit Singh monetized 615,000 shares (~$4.1 M) through option exercise and sale; although ownership stayed flat, the sizable cashout may be viewed cautiously by some investors.

Insights

Insider Transaction Analyst

TL;DR: 615k options exercised & sold for ~$4.1 M; stake unchanged—signal neutral.

The transactions convert low-priced legacy options into cash while preserving the officer’s 1.64 M-share position. Dollar size is large, but because the net share count is flat and executed under a pre-established 10b5-1 plan, the sale offers limited incremental information about management’s outlook. Market impact is usually muted when liquidity events are both planned and ownership-neutral. Investors should note Singh still holds significant performance-based equity (≈1.44 M RSUs/PSUs), aligning incentives with future milestones. Absent additional selling or a reduction in core holdings, I view the filing as routine rather than a bearish signal.

Corporate Governance Specialist

TL;DR: Planned liquidity move; no governance red flags detected.

The Form 4 follows SEC best-practice disclosure: a 10b5-1 plan, transparent price ranges, and unchanged beneficial ownership. Such structure mitigates concerns of opportunistic timing. The CDO’s remaining ownership—over 1.6 M shares plus unvested equity—continues to align managerial and shareholder interests. While the dollar amount exceeds materiality thresholds, the absence of a net share reduction suggests no strategic shift or loss of confidence. I therefore classify the governance impact as neutral, though investors should monitor for additional sales outside the plan.

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).

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)
06/25/2025

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	06/25/2025		M(1)		290,000	A	$1.3252	1,931,711(2)	D
Class A Common Stock	06/25/2025		S(1)		290,000	D	$5.9575(3)	1,641,711	D
Class A Common Stock	06/26/2025		M(1)		91,631	A	$1.3252	1,733,342	D
Class A Common Stock	06/26/2025		M(1)		233,369	A	$2.377	1,966,711	D
Class A Common Stock	06/26/2025		S(1)		325,000	D	$7.2111(4)	1,641,711(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
Stock Option (Right to Buy)	$1.3252	06/25/2025		M(1)			290,000	04/01/2017	03/15/2027	Class A Common Stock	290,000	$0.00	249,713	D
Stock Option (Right to Buy)	$1.3252	06/26/2025		M(1)			91,631	04/01/2017	03/15/2027	Class A Common Stock	91,631	$0.00	158,082	D
Stock Option (Right to Buy)	$2.377	06/26/2025		M(1)			233,369	06/05/2019	06/05/2029	Class A Common Stock	233,369	$0.00	369,893	D

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 September 12, 2024.

2. Includes 713 shares acquired under the Issuer's Employee Stock Purchase Plan on June 2, 2025.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.69 to $6.20, 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.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.19 to $7.245, 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 1,437,698 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	06/27/2025
	** 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

How many QuantumScape shares did Mohit Singh sell according to the 27-Jun-2025 Form 4?

Singh sold 615,000 Class A shares across two days.

What was the total dollar value of Mohit Singh's QuantumScape share sales?

Weighted-average proceeds were roughly $4.1 million based on prices between $5.69 and $7.245.

Did Mohit Singh's beneficial ownership in QS change after the reported transactions?

No. His beneficial holdings remained at 1,641,711 shares following the trades.

Under what plan were the transactions executed?

All trades were executed under a Rule 10b5-1 plan adopted on 12 Sept 2024.

What were the exercise prices of the stock options exercised by Mohit Singh?

Options were exercised at $1.3252 and $2.377 per share.