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 valued at approximately $785,000 under a pre-arranged trading plan.

Summary

• Timothy Holme, Chief Technology Officer of QuantumScape Corporation, executed a Rule 10b5-1 trading plan on June 5, 2025, which resulted in the sale of 127,077 shares of Class A Common Stock on April 2, 2026.
• The sale generated approximately $785,000, with shares sold at a weighted average price of $6.1775, ranging from $5.91 to $6.345.
• Holme also acquired 127,077 shares of Class B Common Stock under the same plan.
• Following these transactions, Holme beneficially owns 1,108,182 shares of Class A Common Stock directly and 0 shares indirectly.
• Additionally, Holme beneficially owns 7,479,907 shares of Class A Common Stock indirectly through The Holme 2020 Irrevocable Trust, which includes 978,348 restricted stock units (RSUs) and performance restricted stock units (PSUs).

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing due to the significant sale by a key executive, despite the use of a 10b5-1 plan. The large number of shares sold could be interpreted as a lack of short-term confidence.

Positives

• The transactions were conducted under a Rule 10b5-1 trading plan, indicating adherence to pre-determined selling strategies designed to avoid insider trading concerns.
• The reporting person continues to hold a significant number of shares (1,108,182 directly and 7,479,907 indirectly) after the reported sales.

Negatives

• A substantial number of shares were sold by a key executive, which could be perceived negatively by the market.
• The sale occurred at a price significantly lower than the stock's historical highs, though this is explained by the Rule 10b5-1 plan.

Risks

• The sale of shares by a high-level executive might signal a lack of confidence in the company's short-term prospects, potentially impacting investor sentiment.
• The company's reliance on restricted stock units and performance restricted stock units means a significant portion of executive compensation is tied to future performance and stock price.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on past transactions.

Management Comments

• The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 5, 2025.
• The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.91 to $6.345, 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 978,348 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.
• 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.

Industry Context

StockSavvy.ai notes that insider selling, even under a 10b5-1 plan, can be a sensitive indicator for investors in the rapidly evolving battery technology sector, where QuantumScape operates. Such sales can sometimes precede periods of increased stock volatility.

Related Party Transactions

• The filing details transactions involving Timothy Holme, the Chief Technology Officer, and The Holme 2020 Irrevocable Trust, indicating a related party transaction in the context of beneficial ownership.

Stakeholder Impact

• Shareholders may view the executive's stock sale with caution, potentially impacting short-term stock price sentiment.
• Employees whose compensation includes RSUs and PSUs are directly impacted by the company's ability to meet performance milestones and maintain stock value.

Next Steps

• The reporting person will continue to hold shares and RSUs/PSUs as per the terms of their employment and the 10b5-1 plan.
• The company's future performance will be subject to the achievement of performance milestones for PSUs.

Key Dates

Recommendation

The filing reports an insider sale under a pre-established plan, which is a common occurrence. While significant, it does not provide new fundamental information about the company's technology or market position. Investors should continue to monitor QuantumScape's technological advancements and financial performance rather than reacting solely to this transaction. Therefore, a 'hold' recommendation is appropriate pending further fundamental developments.

Keywords

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