Form 4: QuantumScape CTO Sells Shares Under 10b5-1 Plan

QuantumScape's Chief Technology Officer, Timothy Holme, reported the sale of Class A Common Stock totaling 211,362 shares under a pre-arranged 10b5-1 trading plan.

Summary

• Timothy Holme, Chief Technology Officer of QuantumScape Corp. (QS), reported changes in beneficial ownership of the company's securities.
• On January 5, 2026, Mr. Holme acquired 166,440 shares of Class A Common Stock directly and 44,922 shares indirectly through The Holme 2020 Irrevocable Trust, both at a price of $0.00.
• Concurrently, Mr. Holme disposed of 166,440 shares of Class A Common Stock directly and 44,922 shares indirectly through The Holme 2020 Irrevocable Trust.
• The disposed shares were sold at a weighted average price of $11.278, with individual transaction prices ranging from $11.055 to $11.545.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Holme on June 5, 2025.
• Following these transactions, Mr. Holme directly beneficially owns 1,251,383 shares of Class A Common Stock, which includes 1,217,866 shares represented by RSUs and PSUs.
• Mr. Holme also directly beneficially owns 7,861,138 shares of Class B Common Stock and indirectly owns 1,483,941 shares of Class B Common Stock through The Holme 2020 Irrevocable Trust.
• Each share of Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.

Sentiment

Score: 5

Explanation: The filing reports a routine insider stock transaction under a pre-arranged 10b5-1 plan, which is a neutral event regarding the company's operational performance or future prospects.

Positives

• The transactions were conducted under a Rule 10b5-1 trading plan, indicating pre-planned sales designed to comply with insider trading regulations and provide transparency.

Negatives

• While routine, insider sales, even under a 10b5-1 plan, can sometimes be misinterpreted by the market as a lack of confidence, potentially leading to short-term negative sentiment.

Risks

• Potential for market misinterpretation of the insider sale, despite it being a pre-planned transaction under a 10b5-1 plan.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding QuantumScape's operational performance or future financial outlook.

Industry Context

Insider stock sales, particularly those executed under Rule 10b5-1 trading plans, are a common practice for executives in publicly traded companies across various industries. These plans allow insiders to sell a predetermined number of shares at a predetermined time or price, helping them manage personal finances while avoiding accusations of trading on material non-public information.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan for insider stock sales is a standard and widely accepted practice among executives in publicly traded companies, aligning with best practices for corporate governance and compliance with securities laws.
• The volume of shares sold by the CTO is significant but not unusual for an executive with substantial equity compensation in a growth-stage technology company.

Related Party Transactions

• The indirect disposal of 44,922 shares of Class A Common Stock and indirect beneficial ownership of 1,483,941 shares of Class B Common Stock through The Holme 2020 Irrevocable Trust constitutes a related party transaction.

Stakeholder Impact

• Shareholders may note the insider sale, but given it was pre-planned under a 10b5-1 plan, the impact on investor confidence is likely minimal.
• No direct impact on employees, customers, suppliers, or creditors is indicated by this filing.

Key Dates

Recommendation

This Form 4 details a pre-scheduled insider stock sale by the CTO, Timothy Holme, under a Rule 10b5-1 trading plan. Such routine transactions do not typically reflect a change in the company's fundamental outlook or performance, and therefore, do not warrant a change in investment recommendation based solely on this filing.

Keywords

QuantumScape, QS, Form 4, Insider Trading, Stock Sale, 10b5-1 Plan, Timothy Holme, CTO, Beneficial Ownership, Class A Common Stock, Class B Common Stock