[Form 4] QuantumScape Corporation Insider Trading Activity

Rhea-AI Filing Summary

QuantumScape Corporation (QS) – Form 4 insider activity

Chief Technology Officer Timothy Holme reported multiple transactions executed under a Rule 10b5-1 trading plan dated 13 Mar 2024.

• Share conversions: On 3 Jul 2025, 48,356 Class B shares held directly and 109,979 Class B shares held by The Holme 2020 Irrevocable Trust were converted 1-for-1 into Class A common stock.
• Option exercise: On 3 Jul 2025, Mr. Holme exercised options for 197,649 Class A shares at an exercise price of $1.3252 per share (grant 1 Apr 2017; expiry 15 Mar 2027).
• Open-market sales: • 3 Jul 2025 – 358,330 direct shares and 98,073 trust shares sold at a weighted average price of $7.0252. • 7 Jul 2025 – 43,500 direct shares and 11,906 trust shares sold at a weighted average price of $7.0178. Total shares sold: 511,809.
• Post-transaction holdings: 1,661,928 Class A shares held directly (including 1,437,698 RSUs/PSUs) and zero Class A shares held by the trust. Derivative holdings remain at 8,469,114 direct and 1,708,554 through the trust.

The transactions reduce Holme’s liquid equity exposure but leave him with a sizeable position and unvested equity incentives. No company-level financial metrics were included in this filing.

Positive

• Conversion of Class B to Class A shares reduces dual-class complexity and may improve share liquidity and governance transparency.
• Continued significant ownership (1.66 m shares plus 1.44 m RSU/PSUs) keeps executive incentives aligned with shareholder value.

Negative

• Large insider sale of 511,809 shares (~$7 average price) can be interpreted as reduced short-term confidence and may pressure share sentiment.
• Complete divestiture by Holme’s 2020 trust eliminates an indirect stake, potentially signaling lower long-term commitment from that vehicle.

Insights

Securities Analyst

TL;DR – CTO sold ~512k shares while retaining 1.66 m shares; modestly negative sentiment.

The Form 4 shows a substantial sale (~6% of Holme’s post-conversion direct holdings) at roughly $7 per share, generating liquidity shortly after exercising low-priced options. Although transactions are pre-scheduled under Rule 10b5-1—mitigating concerns of opportunistic trading—investors often view large insider sales as a potential signal of tempered near-term confidence. The remaining equity stake (direct + RSU/PSU) aligns Holme’s incentives with shareholders, limiting the long-term negative implication. No new information on QuantumScape’s operations, cash burn, or production milestones accompanies the filing, so valuation impact should be limited to sentiment around insider activity.

Corporate Governance Expert

TL;DR – Rule 10b5-1 plan provides compliance cover; ownership still significant.

From a governance perspective, the use of a disclosed 10b5-1 plan and prompt Form 4 filing (within two business days) indicate procedural compliance. Conversions of Class B into Class A shares simplify capital structure and enhance voting alignment. However, the complete liquidation of the trust’s Class A position and reduction of the executive’s direct stake could raise questions among investors focused on insider commitment. Given Holme’s continued 1.7 m share holding plus 1.4 m RSU/PSU awards, overall alignment remains intact, suggesting the development is not materially impactful to long-term governance quality.

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)
07/03/2025

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	07/03/2025		C		48,356	A	(1)	1,866,109	D
Class A Common Stock	07/03/2025		C		109,979	A	(1)	109,979	I	By: The Holme 2020 Irrevocable Trust
Class A Common Stock	07/03/2025		M(2)		197,649	A	$1.3252	2,063,758	D
Class A Common Stock	07/03/2025		S(2)		358,330	D	$7.0252(3)	1,705,428	D
Class A Common Stock	07/03/2025		S(2)		98,073	D	$7.0252(3)	11,906	I	By: The Holme 2020 Irrevocable Trust
Class A Common Stock	07/07/2025		S(2)		43,500	D	$7.0178(4)	1,661,928(5)	D
Class A Common Stock	07/07/2025		S(2)		11,906	D	$7.0178(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	(1)	07/03/2025		C			48,356	(1)	(1)	Class A Common Stock	48,356	$0.00	8,469,114	D
Class B Common Stock	(1)	07/03/2025		C			109,979	(1)	(1)	Class A Common Stock	109,979	$0.00	1,708,554	I	By: The Holme 2020 Irrevocable Trust
Stock Option (Right to Buy)	$1.3252	07/03/2025		M(2)			197,649	04/01/2017	03/15/2027	Class A Common Stock	197,649	$0.00	281,989	D

Explanation of Responses:

1. 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.

2. 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 March 13, 2024.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.085, 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 $7.005 to $7.035, 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	07/08/2025
	** 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

How many QuantumScape (QS) shares did CTO Timothy Holme sell?

Mr. Holme sold 511,809 Class A shares (direct + trust) between 3 Jul 2025 and 7 Jul 2025.

At what price were the QuantumScape shares sold?

Weighted average prices were $7.0252 on 3 Jul 2025 and $7.0178 on 7 Jul 2025.

What is Holme’s remaining stake in QuantumScape after the transactions?

He holds 1,661,928 Class A shares directly, including 1,437,698 RSUs/PSUs; the trust now holds zero shares.

Were the trades executed under a Rule 10b5-1 plan?

Yes. The Form 4 states the exercise and sales were made pursuant to a Rule 10b5-1 plan adopted on 13 Mar 2024.

What options did Holme exercise and at what strike price?

He exercised 197,649 stock options at a strike of $1.3252 (grant 1 Apr 2017, expiry 15 Mar 2027).

Does the Form 4 include any company financial results?

No. The filing solely discloses the insider’s equity transactions; it contains no earnings or operational data.