MCCARTHY MICHAEL O III 4
4 · QuantumScape Corp · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
QuantumScape (QS) Chief Legal Officer Michael McCarthy Sells Shares
What Happened Michael O. McCarthy III, Chief Legal Officer of QuantumScape (QS), sold a total of 76,688 shares in sell-to-cover transactions tied to the vesting/release of restricted stock units (RSUs) and performance RSUs (PSUs). On 2026-02-18 he disposed of 58,332 shares at a weighted average price of $7.14 for proceeds of $416,753; on 2026-02-19 he disposed of 18,356 shares at a weighted average price of $7.08 for proceeds of $129,883. These sales were reported on a Form 4 filed 2026-02-20.
Key Details
- Transaction dates: 2026-02-18 (58,332 shares @ $7.14, $416,753) and 2026-02-19 (18,356 shares @ $7.08, $129,883). Total shares sold: 76,688; total proceeds ≈ $546,636.
- Sales were coded as F (payment of exercise price or tax liability) — i.e., sell-to-cover for RSU/PSU tax withholding.
- Reported prices are weighted averages; underlying trade prices ranged: 02-18 sales from $6.96 to $7.29 (per footnote) and 02-19 sales from $6.99 to $7.21. The filer can provide per-price breakdowns on request (footnotes F2 & F4).
- Holdings note: footnotes indicate holdings include 862,821 shares represented by RSUs/PSUs and 761 shares acquired under the ESPP. The filing identifies the Reporting Person as the grantor of a trust (footnote F6).
- Filing: Form 4 filed 2026-02-20 for transactions on 2026-02-18 and 02-19 — appears to be timely.
Context
- These were sell-to-cover transactions to satisfy tax withholding on RSU/PSU releases, not open-market investment purchases. Such routine withholding sales are common when equity awards vest and do not by themselves indicate insider sentiment about the company.
- The Form notes the PSUs vest upon achievement of performance milestones and RSUs vest quarterly; proceeds reflect only the shares sold for tax purposes, not additional voluntary sales.
Insider Transaction Report
Form 4
MCCARTHY MICHAEL O III
CHIEF LEGAL OFFICER
Transactions
- Tax Payment
Class A Common Stock
[F1][F2][F3]2026-02-18$7.14/sh−58,332$416,753→ 1,023,943 total - Tax Payment
Class A Common Stock
[F1][F4][F5]2026-02-19$7.08/sh−18,356$129,883→ 1,005,587 total
Holdings
- 137,888(indirect: By Trust)
Class A Common Stock
[F6]
Footnotes (6)
- [F1]Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs") and performance restricted stock units ("PSUs").
- [F2]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.96 to $7.29, 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.
- [F3]Includes 761 shares acquired under the Issuer's Employee Stock Purchase Plan on December 1, 2025.
- [F4]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.99 to $7.21, 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.
- [F5]Includes 862,821 shares represented by RSUs and 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.
- [F6]The Reporting Person is the grantor of the trust.
Signature
/s/ Michael O. McCarthy, III|2026-02-20