QuantumScape Corp

Previous wording

We are developing next-generation solid-state lithium-metal battery technology for electric vehicles (“EVs”) and other applications. We believe that our technology will enable a new category of battery that meets the requirements for broader market adoption. The lithium-metal solid-state battery technology that we are developing is being designed to offer greater energy density, faster charging, and greater safety when compared to today’s conventional lithium-ion batteries.

Current wording

We are developing next-generation solid-state lithium-metal battery technology for electric vehicles (“EVs”) and other applications including data centers, aerospace, defense, robotics, medical devices, and consumer electronics. The lithium-metal solid-state battery technology that we are developing is being designed to offer greater energy density, faster charging, and greater safety when compared to today’s conventional lithium-ion batteries.

Previous wording

We are a development-stage company with no revenue to date, have incurred a loss from operations of approximately $106.1 million and $215.3 million, respectively, for the three and six months ended June 30, 2026, and an accumulated deficit of approximately $4.0 billion from our inception through June 30, 2026. We expect to incur significant expenses and continuing losses for the foreseeable future.

Current wording

We are a development-stage company with no revenue to date, have incurred a loss from operations of approximately $92.4 million and $307.7 million, respectively, for the three and nine months ended September 30, 2026, and an accumulated deficit of approximately $4.1 billion from our inception through September 30, 2026. We expect to incur significant expenses and continuing losses for the foreseeable future.

Previous wording

In 2025 we integrated our higher throughput separator production process into baseline cell production. Our Cobra separator process is intended to improve throughput, efficiency, footprint, and scalability of our separator production. We are focused on the throughput and capability of our pilot line in San Jose, California. As part of the continued expansion of our throughput we are automating our production process and purchasing higher throughput battery-cell production equipment.

Current wording

In 2025 we integrated our higher throughput separator production process into baseline cell production. Our Cobra separator process is intended to improve throughput, efficiency, footprint, and scalability of our separator production. We are focused on the throughput and capability of our pilot line in San Jose, California as well as the design of higher scale equipment and advancements in supply chain and partner ecosystem to support commercialization of our technology.

Previous wording

In July 2024, we entered into the Collaboration Agreement with PowerCo (the “Collaboration Agreement”) with the goal of PowerCo industrializing QS technology based on QSE-5. PowerCo was formed by Volkswagen in 2022 as a company intended to consolidate Volkswagen’s activities in the development and production of battery cells. In connection with the Collaboration Agreement and subject to the completion of certain milestones, we and PowerCo intend to enter into the PowerCo IP License Agreement under which we will grant PowerCo a non-exclusive, limited, royalty-bearing license to use the QS technology based on QSE-5 for the purpose of manufacturing and selling batteries primarily for automotive applications, and PowerCo will pre-pay an initial royalty fee of $130 million, against which any future royalties due will be credited. The initial royalty is subject to a time-based diminishing clawback if the PowerCo IP License Agreement is terminated early by PowerCo under certain conditions. In July 2025, we entered into an amendment and restatement of the Collaboration Agreement (the “PowerCo Amendment”, together with the Collaboration Agreement, the “PowerCo Collaboration Agreement”), and entered into a statement of work outlining the scope and responsibilities of the joint scale-up team working at our battery development pilot line in San Jose, California for the development, validation, demonstration, and initial commercialization of QS battery cell technology based on QSE-5 and toward the transfer of such technology into cell size determined by PowerCo (the “Project”). In July 2026, we and PowerCo entered into an amendment (the “2026 Amendment”) to the PowerCo Amendment to update the program structure and milestones. The 2026 Amendment replaces the prior statement of work and related cost reimbursement structure with payments based on the achievement of milestones, including the delivery and validation of battery cells over the next two years. Under the 2026 Amendment, the maximum aggregate amount we will receive from PowerCo for the program is $75.4 million, inclusive of amounts paid to date.

Current wording

In July 2024, we entered into a collaboration agreement with PowerCo (as amended, the “PowerCo Collaboration Agreement”) with the goal of PowerCo industrializing QS technology based on QSE-5. PowerCo was formed by Volkswagen in 2022 as a company intended to consolidate Volkswagen’s activities in the development and production of battery cells. In connection with the PowerCo Collaboration Agreement and subject to the completion of certain milestones, we and PowerCo intend to enter into the PowerCo IP License Agreement under which we will grant PowerCo a non-exclusive, limited, royalty-bearing license to use the QS technology based on QSE-5 for the purpose of manufacturing and selling batteries primarily for automotive applications, and PowerCo will pre-pay an initial royalty fee of $130 million, against which any future royalties due will be credited. The initial royalty is subject to a time-based diminishing clawback if the PowerCo IP License Agreement is terminated early by PowerCo under certain conditions. The PowerCo Collaboration Agreement contemplates joint scale-up team working at our battery development pilot line in San Jose, California for the development, validation, demonstration, and initial commercialization of QS battery cell technology based on QSE-5 and toward the transfer of such technology into cell size determined by PowerCo (the “Project”). From time to time, we and PowerCo have amended PowerCo Collaboration Agreement, including to update the program structure and milestones. In October 2026, we further amended the PowerCo Collaboration Agreement to, among other things, remove transition payments due from PowerCo and enter into negotiations for a revised scope of work and payments, including our current and next generation technology roadmap and applications beyond automotive such as data centers or robotics. During this negotiation period, PowerCo will not make milestone payments for the Project.

Previous wording

As of June 30, 2026, our cash and cash equivalents and marketable securities were approximately $859.0 million. Changes to our technology development, operating costs and scale-up, including our ability to meet the milestones for entry into the PowerCo IP License Agreement, receipt of the related initial royalty fee from PowerCo, and achievement of the Project milestones for receipt of Project contributions from PowerCo, could materially impact us and the availability of our capital resources. We may also need additional cash resources due to changed business conditions or other developments, including unanticipated delays in negotiations with automotive OEMs or other customers and tier-one automotive suppliers or other suppliers, supply chain challenges, competitive pressures, inflation, instability in global economic markets, increased trade tariffs, and regulatory developments, among others. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If such financing is not available, or if the financing terms are onerous or less desirable than we expect, we may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our business and financial prospects.

Current wording

As of September 30, 2026, our cash and cash equivalents and marketable securities were approximately $819.8 million. Changes to our technology development, operating costs and scale-up, including our ability to meet the milestones for entry into the PowerCo IP License Agreement, receipt of the related initial royalty fee from PowerCo, and achievement of the Project milestones for receipt of Project contributions from PowerCo, could materially impact us and the availability of our capital resources. We may also need additional cash resources due to changed business conditions or other developments, including unanticipated delays in negotiations with automotive OEMs or other customers and tier-one automotive suppliers or other suppliers, supply chain challenges, competitive pressures, inflation, instability in global economic markets, increased trade tariffs, and regulatory developments, among others. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If such financing is not available, or if the financing terms are onerous or less desirable than we expect, we may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our business and financial prospects.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2026 to the Three and Six Months Ended June 30, 2025

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 to the Three and Nine Months Ended September 30, 2025

Previous wording

The decrease in research and development expense in the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily resulted from a decrease of $13.6 million in impairment loss, a decrease of $5.6 million in depreciation and amortization and a decrease of $2.1 million in facility costs, primarily offset by an increase of $1.3 million in materials costs and an increase of $0.9 million in non-cash stock-based compensation expense.

Current wording

The decrease in research and development expense in the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily resulted from a decrease of $6.8 million in impairment loss, a decrease of $6.8 million in non-cash stock-based compensation expense including the reversal of previously recognized expense of $2.9 million for Milestone PSUs that management determined, during the three months ended September 30, 2026, were not probable of achievement, a decrease of $1.3 million in professional service and outside service fees and a decrease of $0.9 million in expensed equipment.

Previous wording

The decrease in research and development expense in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily resulted from a decrease of $13.0 million in impairment loss, a decrease of $8.3 million in depreciation and amortization, a decrease of $5.2 million in non-cash stock-based compensation expense and a decrease of $3.4 million in facility costs.

Current wording

The decrease in research and development expense in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily resulted from a decrease of $19.8 million in impairment loss, a decrease of $12.1 million in non-cash stock-based compensation expense including the reversal of previously recognized expense of $3.6 million for Milestone PSUs that management determined, during the nine months ended September 30, 2026, were not probable of achievement, a decrease of $9.0 million in depreciation and amortization, a decrease of $4.1 million in facility costs and a decrease of $2.1 million in personnel costs.

Previous wording

The decrease in general and administrative expenses in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily resulted from a decrease of $3.8 million in non-cash stock-based compensation expense, primarily offset by an increase of $1.3 million in professional service fees and office administration costs.

Current wording

The decrease in general and administrative expenses in the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily resulted from a decrease of $6.1 million in non-cash stock-based compensation expense including the reversal of previously recognized expense of $5.2 million for Milestone PSUs that management determined, during the three months ended September 30, 2026, were not probable of achievement, primarily offset by an increase of $1.1 million in professional service fees and office administration costs.

Previous wording

The decrease in interest income during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 was mainly due to the decrease in interest rates.

Current wording

The decrease in interest income during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 was mainly due to the decrease in interest rates.

Previous wording

Other income (expense) for the three and six months ended June 30, 2026 and the three and six months ended June 30, 2025, respectively, are not material individually or in aggregate.

Current wording

Other income (expense) for the three and nine months ended September 30, 2026 and 2025, respectively, were not material individually or in aggregate.

Previous wording

The income tax provision for the three and six months ended June 30, 2026 and 2025 were not material.

Current wording

The income tax provision for the three and nine months ended September 30, 2026 and 2025 were not material.

Previous wording

As of June 30, 2026 and December 31, 2025, our cash and cash equivalents and marketable securities were approximately $859.0 million and $970.8 million, respectively. Our cash equivalents are invested in U.S. money market funds, U.S. Treasury bonds and commercial paper. Our marketable securities are invested in U.S. Treasury notes and bonds, commercial paper, and corporate notes and bonds.

Current wording

As of September 30, 2026 and December 31, 2025, our cash and cash equivalents and marketable securities were approximately $819.8 million and $970.8 million, respectively. Our cash equivalents are invested in U.S. money market funds, U.S. Treasury bonds and commercial paper. Our marketable securities are invested in U.S. Treasury notes and bonds, commercial paper, and corporate notes and bonds.

Previous wording

Our cash flows used in operating activities to date have been primarily driven by the growth in our underlying business to support the research and development of next-generation battery technology. As of June 30, 2026, our operating lease commitments are approximately $7.2 million during the next twelve months and approximately $38.0 million thereafter. From time to time, we also enter into non-cancellable service and purchase commitments. We are expecting cash used in operating activities to include payments of approximately $3.0 million in the next twelve months and approximately $3.9 million thereafter for our non-cancellable commitments as of June 30, 2026.

Current wording

Our cash flows used in operating activities to date have been primarily driven by the growth in our underlying business to support the research and development of next-generation battery technology. As of September 30, 2026, our operating lease commitments are approximately $7.3 million during the next twelve months and approximately $36.2 million thereafter. From time to time, we also enter into non-cancellable service and purchase commitments. We are expecting cash used in operating activities to include payments of approximately $2.9 million in the next twelve months and approximately $3.2 million thereafter for our non-cancellable commitments as of September 30, 2026.

Previous wording

Cash used in operating activities for the six months ended June 30, 2026 was primarily driven by a net loss of $199.0 million, offset by non-cash expense of $57.8 million related to stock-based compensation, non-cash expense of $28.1 million related to depreciation and amortization, non-cash lease expense and amortization of right-of-use assets of $5.1 million. Cash used in the operating activities was further driven by $8.3 million related to accretion of discounts on marketable securities and a decrease of $2.4 million in operating lease liability and other liabilities due to payments.

Current wording

Cash used in operating activities for the nine months ended September 30, 2026 was primarily driven by a net loss of $283.5 million, offset by non-cash expense of $74.1 million related to stock-based compensation, non-cash expense of $40.8 million related to depreciation and amortization, non-cash lease expense and amortization of right-of-use assets of $7.7 million. Cash used in the operating activities was further driven by $11.5 million related to accretion of discounts on marketable securities and a decrease of $3.5 million in operating lease liability due to payments.

Previous wording

Cash used in operating activities for the six months ended June 30, 2025 was primarily driven by a net loss of $229.1 million, offset by non-cash expense of $66.9 million related to stock-based compensation, non-cash expense of $37.8 million related to depreciation and amortization, write-off of fixed assets of $14.9 million, non-cash lease expense and amortization of right-of-use assets of $4.1 million. Cash used in the operating activities was further driven by $9.1 million related to amortization of premiums and accretion of discounts on marketable securities, a decrease of $6.9 million in accounts payable, accrued liabilities and accrued compensation and benefits, and a decrease of $2.6 million in operating lease liability.

Current wording

Cash used in operating activities for the nine months ended September 30, 2025 was primarily driven by a net loss of $334.9 million, offset by non-cash expense of $96.1 million related to stock-based compensation, non-cash expense of $52.0 million related to depreciation and amortization, write-off of fixed assets of $24.4 million, non-cash lease expense and amortization of right-of-use assets of $5.9 million. Cash used in the operating activities was further driven by $13.7 million related to amortization of premiums and accretion of discounts on marketable securities, a decrease of $9.0 million in accounts payable, accrued liabilities and accrued compensation and benefits, and a decrease of $3.7 million in operating lease liability.

Previous wording

Cash provided by investing activities for the six months ended June 30, 2026 primarily consists of proceeds from the maturity of marketable securities of $514.2 million. These were offset by $493.5 million used for the purchase of marketable securities and $14.6 million used for the purchase of various property and equipment, primarily to support our research and development activities.

Current wording

Cash provided by investing activities for the nine months ended September 30, 2026 primarily consists of proceeds from the maturity of marketable securities of $689.2 million. These were offset by $684.3 million used for the purchase of marketable securities and $19.0 million used for the purchase of various property and equipment, primarily to support our research and development activities.

Previous wording

Cash provided by investing activities for the six months ended June 30, 2025 primarily consists of proceeds from the maturity of marketable securities of $537.6 million. These were offset by $384.1 million used for the purchase of marketable securities and $14.1 million used for the purchase of various property and equipment, primarily to support our research and development activities.

Current wording

Cash provided by investing activities for the nine months ended September 30, 2025 primarily consists of proceeds from the maturity of marketable securities of $830.7 million. These were offset by $824.9 million used for the purchase of marketable securities and $24.0 million used for the purchase of various property and equipment, primarily to support our research and development activities.

Previous wording

Our cash flows from financing activities primarily consist of proceeds from the issuance of common stock and exercise of stock options. A finance lease commitment for one of our buildings will result in net cash payments of $5.5 million in the next twelve months and payments of $30.9 million thereafter.

Current wording

Our cash flows from financing activities primarily consist of proceeds from the issuance of common stock and exercise of stock options. A finance lease commitment for one of our buildings will result in net cash payments of $5.5 million in the next twelve months and payments of $29.5 million thereafter.

Previous wording

Cash provided by financing activities during the six months ended June 30, 2026 primarily consists of $10.4 million capital contribution received under the PowerCo Collaboration Agreement with no shares issued, and $3.6 million received from the exercise of stock options and our employee stock purchase plan.

Current wording

Cash provided by financing activities during the nine months ended September 30, 2026 primarily consists of $28.9 million capital contribution received under the PowerCo Collaboration Agreement with no shares issued, and $3.7 million received from the exercise of stock options and our employee stock purchase plan.

Previous wording

Cash provided by financing activities during the six months ended June 30, 2025 primarily consists of $15.7 million received from the exercise of stock options and our employee stock purchase plan.

Current wording

Cash provided by financing activities during the nine months ended September 30, 2025 is primarily due to approximately $264.3 million in net proceeds from the ATM offering and $23.6 million received from the exercise of stock options and our employee stock purchase plan.