MCCARTHY MICHAEL O III 4

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.