Form 4: QuantumScape CTO Sells Over 500,000 Shares Under Pre-Arranged Trading Plan

QuantumScape's Chief Technology Officer, Timothy Holme, sold a significant number of Class A Common Stock shares in early July 2025, primarily through a pre-arranged Rule 10b5-1 trading plan.

Summary

• Timothy Holme, Chief Technology Officer of QuantumScape Corp (QS), reported multiple transactions involving the company's Class A Common Stock on July 3, 2025, and July 7, 2025.
• Transactions included the conversion of 48,356 Class B Common Stock shares to Class A directly and 109,979 Class B shares to Class A indirectly via The Holme 2020 Irrevocable Trust.
• Holme exercised stock options to acquire 197,649 Class A Common Stock shares at an exercise price of $1.3252 per share.
• A total of 511,809 Class A Common Stock shares were sold across multiple transactions: 358,330 shares directly and 98,073 shares indirectly on July 3, 2025, at a weighted average price of $7.0252 (ranging from $7.00 to $7.085).
• An additional 43,500 shares directly and 11,906 shares indirectly were sold on July 7, 2025, at a weighted average price of $7.0178 (ranging from $7.005 to $7.035).
• All exercise and sales transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Holme on March 13, 2024.
• Following these transactions, Timothy Holme beneficially owns 1,661,928 shares of Class A Common Stock directly, which includes 1,437,698 shares represented by restricted stock units (RSUs) and performance restricted stock units (PSUs).
• He also retains beneficial ownership of 8,469,114 Class B Common Stock shares directly and 1,708,554 Class B shares indirectly, convertible to Class A on a one-to-one basis, and 281,989 stock options directly.

Sentiment

Score: 5

Explanation: The document is a factual report of insider transactions. While significant insider selling can be perceived negatively, the execution under a pre-arranged 10b5-1 plan mitigates the negative sentiment, suggesting planned liquidity rather than a reaction to adverse company news. Therefore, the sentiment is neutral.

Positives

• The reported sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a scheduled liquidity event rather than a reactive sale based on new negative information.
• The conversion of Class B to Class A shares and the exercise of stock options increase the number of Class A shares in the market, potentially improving liquidity for the Class A stock.

Negatives

• The sale of over 500,000 shares by a key executive, the Chief Technology Officer, represents a significant reduction in their direct and indirect Class A Common Stock holdings, which could be perceived negatively by investors despite the 10b5-1 plan.

Future Outlook

This Form 4 filing is a report of insider transactions and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This Form 4 filing reports individual insider trading activity and does not provide broader industry context or trends. It is a routine disclosure for publicly traded companies when insiders change their beneficial ownership.

Related Party Transactions

• Sales and conversions of Class A Common Stock were conducted indirectly through The Holme 2020 Irrevocable Trust, which is a related entity to the reporting person, Timothy Holme.

Stakeholder Impact

• Shareholders may interpret the significant insider selling as a negative signal, potentially leading to short-term price volatility, although the pre-arranged nature of the sales (10b5-1 plan) may alleviate some concerns about management's confidence in the company's future.

Key Dates

Keywords

QuantumScape, QS, Form 4, insider trading, stock sale, Timothy Holme, CTO, 10b5-1 plan, beneficial ownership, Class A Common Stock, Class B Common Stock, stock options, RSUs, PSUs