QMCO · Quantum Corp /De/

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of restricted stock units granted on January 1, 2026. This Form 4 is a required filing under the Securities Exchange Act of 1934, and the securities in this Form 4 are subject to the terms of that certain Lock-Up Letter Agreement, by and between the issuer and the Reporting Person, dated as of June 1, 2026, and is subject to clause (h) thereunder.

The shares were sold on August 3, 2026 at a price of $10.7281 per share.

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of restricted stock units granted on November 1, 2025 and January 1, 2026.This Form 4 is a required filing under the Securities Exchange Act of 1934, and the securities in this Form 4 are subject to the terms of that certain Lock-Up Letter Agreement, by and between the issuer and the Reporting Person, dated as of June 1, 2026, and is subject to clause (h) thereunder.

Represents a weighted average price. These shares were sold as part of block trades for multiple security holders of the issuer on July 2, 2026, at a price ranging from $10.48 to $10.53. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the number of shares sold and the prices at which the transactions were executed.

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of restricted stock units granted on July 1, 2023. This Form 4 is a required filing under the Securities Exchange Act of 1934, and the securities in this Form 4 are subject to the terms of that certain Lock-Up Letter Agreement, by and between the issuer and the Reporting Person, dated as of June 1, 2026, and is subject to clause (h) thereunder.

Represents a weighted average price. These shares were sold as part of block trades for multiple security holders of the issuer on July 2, 2026, at a price ranging from $10.48 to $10.53. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the number of shares sold and the prices at which the transactions were executed.

On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic (as defined below), Dialectic converted $57,241,228.00 of the previously issued 10.00% PIK senior secured convertible notes due 2028 (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock (as defined below).

These securities are held directly by Dialectic, a 10% holder of the Issuer, and indirectly by John Fichthorn. Mr. Fichthorn is the Manager of Dialectic Technology Manager LLC, the Manager of Dialectic. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.

On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic (as defined below), Dialectic converted $57,241,228.00 of the previously issued 10.00% PIK senior secured convertible notes due 2028 (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock (as defined below).

On the Closing Date, as consideration for the Conversion, the Issuer issued to Dialectic, (i) 3,083,975 additional shares of Common Stock (the "Consideration Shares"), which represents the quotient of (A) approximately $13.0 million, the present value of nominal PIK interest that would accrue on the Convertible Notes from the Closing Date to the maturity date thereof, discounted at a rate of 11%, plus (B) approximately $3.0 million, the Term Loan Deferred Cash Interest Amount (as defined in the Credit Agreement) owed to Dialectic, divided by $5.194.

These securities are held directly by Dialectic, a 10% holder of the Issuer, and indirectly by John Fichthorn. Mr. Fichthorn is the Manager of Dialectic Technology Manager LLC, the Manager of Dialectic. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.

On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic (as defined below), Dialectic converted $57,241,228.00 of the previously issued 10.00% PIK senior secured convertible notes due 2028 (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock (as defined below).

These securities are held directly by Dialectic, a 10% holder of the Issuer, and indirectly by John Fichthorn. Mr. Fichthorn is the Manager of Dialectic Technology Manager LLC, the Manager of Dialectic. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.

On the Closing Date, as consideration for the Conversion, the Issuer issued to Dialectic, (i) 3,083,975 additional shares of Common Stock (the "Consideration Shares"), which represents the quotient of (A) approximately $13.0 million, the present value of nominal PIK interest that would accrue on the Convertible Notes from the Closing Date to the maturity date thereof, discounted at a rate of 11%, plus (B) approximately $3.0 million, the Term Loan Deferred Cash Interest Amount (as defined in the Credit Agreement) owed to Dialectic, divided by $5.194.

On June 4, 2026 (the "Closing Date"), pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement"), by and among, among others, the Issuer and Dialectic, Dialectic converted $57,241,228.00 of the previously issued senior secured convertible notes (the "Convertible Notes"), consisting of the entire principal amount and all accrued and unpaid interest thereon, subject to certain conditions set forth in the Conversion Agreement (the "Conversion").

In connection with the Conversion, on the Closing Date, the Convertible Notes were cancelled, and the Issuer issued to Dialectic 11,020,645 shares of Common Stock.

On June 1, 2026 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant") to purchase 105,911 (as may be adjusted pursuant to the Conversion Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $5.194 per share (as adjusted from time to time in accordance with the Conversion Warrant) on or after the Issuance Date and until the date that is five (5) years from the Issuance Date.

On June 1, 2026 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant") to purchase 105,911 (as may be adjusted pursuant to the Conversion Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $5.194 per share (as adjusted from time to time in accordance with the Conversion Warrant) on or after the Issuance Date and until the date that is five (5) years from the Issuance Date.

These securities are held directly by Dialectic, a 10% holder of the Issuer, and indirectly by John Fichthorn. Mr. Fichthorn is the Manager of Dialectic Technology Manager LLC, the Manager of Dialectic. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of restricted stock units granted on April 1, 2024.

Represents a weighted average price. These shares were sold as part of block trades for multiple security holders of the issuer on April 2, 2026, at a price ranging from $5.43 to $5.45. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the number of shares sold and the prices at which the transactions were executed.

This nonstatutory stock option vests over four years in equal monthly installments beginning on April 1, 2026, subject to the Reporting Persons continued service through each vesting date.

This nonstatutory stock option vests over four years in equal monthly installments beginning on April 1, 2026, subject to the Reporting Person's continued service through each vesting date.

This nonstatutory stock option vests over four years in equal monthly installments beginning on April 1, 2026, subject to the Reporting Person's continued service through each vesting date.

Grant of 25,000 restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest in three equal annual installments beginning on March 2, 2027, subject to the Reporting Person's continued service through each vesting date.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest in full on the earlier of January 1, 2027 or the date of the Company's next annual meeting of stockholders, in each case subject to the Reporting Person's continued service on the Company's Board of Directors.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest in full on the earlier of January 1, 2027 or the date of the Company's next annual meeting of stockholders, in each case subject to the Reporting Person's continued service on the Company's Board of Directors.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest in full on the earlier of January 1, 2027 or the date of the Company's next annual meeting of stockholders, in each case subject to the Reporting Person's continued service on the Company's Board of Directors.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest in full on the earlier of January 1, 2027 or the date of the Company's next annual meeting of stockholders, in each case subject to the Reporting Person's continued service on the Company's Board of Directors.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest in four equal annual installments beginning on July 1, 2026, with a vesting commencement date of July 1, 2025, subject to the Reporting Person's continued service through each vesting date.

This nonstatutory stock option vests in four equal annual installments beginning on July 1, 2026, with a vesting commencement date of July 1, 2025, subject to the Reporting Person's continued service through each vesting date.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest in full on the earlier of January 1, 2027 or the date of the Company's next annual meeting of stockholders, in each case subject to the Reporting Person's continued service on the Company's Board of Directors.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest in full on the earlier of January 1, 2027 or the date of the Company's next annual meeting of stockholders, in each case subject to the Reporting Person's continued service on the Company's Board of Directors.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest over three years in equal annual installments on each anniversary of the vesting commencement date, subject to the Reporting Person's continued service through each vesting date.

On December 18, 2025 (the "Closing Date"), the Issuer issued senior secured convertible notes (the "Convertible Notes") in the aggregate principal amount of $54,718,114 to Dialectic. The Convertible Notes mature on December 18, 2028 (the "Maturity Date") and have an interest rate of 10.00% per annum, payable in kind, compounded annually. The initial conversion price of the Convertible Notes equals $10.00 per share (the "Conversion Price") of Common Stock, subject to adjustment, and includes antidilution protections in favor of Dialectic as set forth in the Convertible Notes. The Conversion Price is subject to adjustment on the last day of the three (3) calendar quarters immediately following the Closing Date (each, a "Reset Price Date") to the greater of (a) $4.00 per share and (b) the lesser of (i) the then Conversion Price and (ii) the 30-day daily VWAP of the Common Stock immediately preceding the Reset Price Date.

Based on the Conversion Price as of the Closing Date, the Convertible Notes were convertible into 5,471,811 shares of Common Stock. At the Issuer's option, all outstanding principal amount, accrued and unpaid interest and premium, if any, of any Convertible Notes outstanding on the Maturity Date will be exchanged into shares of Common Stock at an exchange price equal to 80% of the market price as set forth in the Convertible Notes. Following the six (6)-month anniversary of Closing Date, if certain conditions are met, the Issuer may elect to require the exchange of a portion of the total outstanding amount of any Convertible Notes into shares of Common Stock at the then outstanding Conversion Price.

These securities are held directly by Dialectic, a 10% holder of the Issuer, and indirectly by John Fichthorn. Mr. Fichthorn is the Manager of Dialectic Technology Manager LLC, the Manager of Dialectic. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.

On December 18, 2025 (the "Closing Date"), the Issuer issued senior secured convertible notes (the "Convertible Notes") in the aggregate principal amount of $54,718,114 to Dialectic Technology SPV LLC ("Dialectic"). The Convertible Notes mature December 18, 2028 (the "Maturity Date") and have an interest rate of 10.00% per annum, payable in kind, compounded annually. The initial conversion price of the Convertible Notes equals $10.00 per share (the "Conversion Price") of Common Stock, subject to adjustment, and includes antidilution protections in favor of Dialectic as set forth in the Convertible Notes. The Conversion Price is subject to adjustment on the last day of the three calendar quarters immediately following the Closing Date (each, a "Reset Price Date") to the greater of (a) $4.00 per share and (b) the lesser of (i) the then Conversion Price and (ii) the 30-day daily VWAP of the Common Stock immediately preceding the Reset Price Date.

Based on the Conversion Price as of the Closing Date, the Convertible Notes were convertible into 5,471,811 shares of Common Stock. At the Issuer's option, all outstanding principal amount, accrued and unpaid interest and premium, if any, of any Convertible Notes outstanding on the Maturity Date will be exchanged into shares of Common Stock at an exchange price equal to 80% of the market price as set forth in the Convertible Notes. Following the six-month anniversary of Closing Date, if certain conditions are met, the Issuer may elect to require the exchange of a portion of the total outstanding amount of any Convertible Notes into shares of Common Stock at the then outstanding Conversion Price.

This nonstatutory stock option vests in four equal annual installments beginning on July 1, 2026, with a vesting commencement date of July 1, 2025, subject to the Reporting Person's continued service through each vesting date.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest in four equal annual installments beginning on July 1, 2026, with a vesting commencement date of July 1, 2025, subject to the Reporting Person's continued service through each vesting date.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest in full on the earlier of November 1, 2026 or the date of the Company's next annual stockholder meeting, subject to continued service on the Company's Board of Directors.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO. The RSUs vest in full on the earlier of November 1, 2026 or the date of the Company's next annual stockholder meeting, subject to continued service on the Company's Board of Directors.

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of restricted stock units granted on October 1, 2024.

Represents a weighted average price. These shares were sold as part of block trades for multiple security holders of the issuer on October 2, 2025, at a price ranging from $10.85 to $10.87. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the number of shares sold and the prices at which the transactions were executed.

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of restricted stock units granted on October 1, 2024.

Represents a weighted average price. These shares were sold as part of block trades for multiple security holders of the issuer on October 2, 2025, at a price ranging from $10.85 to $10.87. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the number of shares sold and the prices at which the transactions were executed.

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of performance-based stock units granted on July 1, 2023.

Represents a weighted average price. These shares were sold as part of block trades for multiple security holders of the issuer on October 1, 2025, at a price ranging from $9.9026 to $9.9118. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the number of shares sold and the prices at which the transactions were executed.

On September 23, 2025 ("Issuance Date"), the Issuer issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Forbearance Warrant") to purchase 2,653,308 (as may be adjusted pursuant to the Forbearance Warrant) shares of common stock, par value $0.01 per share of the Issuer (the "Common Stock"), at an exercise price equal to $8.81 per share (as adjusted from time to time in accordance with the Forbearance Warrant) on or after the Issuance Date and until the date that is seven (7) years from the Issuance Date.

The Forbearance Warrant is subject to a 4.99% beneficial ownership limitation and cannot be exercised in excess of such ownership limitation without waiver by Dialectic. On December 22, 2025, Dialectic provided notice to the Issuer of the waiver of such limitation, which will be effective February 21, 2026.

These securities are held directly by Dialectic, a 10% holder of the Issuer, and indirectly by John Fichthorn. Mr. Fichthorn is the Manager of Dialectic Technology Manager LLC, the Manager of Dialectic. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of restricted stock units granted on July 1, 2022, and July 1, 2023.

Represents a weighted average price. These shares were sold as part of block trades for multiple security holders of the issuer on September 12, 2025, at a price ranging from $7.3803 to $7.41. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the number of shares sold and the prices at which the transactions were executed.

Grant of restricted stock units (RSUs), each of which represents a contingent right to receive one share of common stock of QMCO, representing an amount prorated from the time of appointment to the first anniversary of the Company's last annual stockholder meeting. The RSUs vest in full on the earlier of May 1, 2026 or the date of the Company's next annual stockholder meeting, subject to continued service on the Company's Board of Directors.

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of performance-based stock units granted on July 1, 2022.

Represents a weighted average price. These shares were sold as part of block trades for multiple security holders of the issuer on April 21, 2025, at a price ranging from $9.6144 to $9.67. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the number of shares sold and the prices at which the transactions were executed.

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of performance-based stock units granted on July 1, 2022, and November 1, 2022.

Represents a weighted average price. These shares were sold as part of block trades for multiple security holders of the issuer on April 21, 2025, at a price ranging from $9.6144 to $9.67. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the number of shares sold and the prices at which the transactions were executed.

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of performance-based stock units granted on July 1, 2022.

Represents a weighted average price. These shares were sold as part of block trades for multiple security holders of the issuer on April 21, 2025, at a price ranging from $9.6144 to $9.67. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the number of shares sold and the prices at which the transactions were executed.

The securities sold were held by certain funds and accounts for which the reporting person serves as investment manager, advisor or sub-advisor, including (i) OC II FIE V LP, which held 289,620 shares of Common Stock and (ii) OC III LVS XL LP, which held 672,507 shares of Common Stock. The reporting person disclaims beneficial ownership in the reported securities, except to the extent of its pecuniary interest therein.

Represents the number of shares automatically sold on a non-discretionary basis, to cover tax withholding obligations in connection with the vesting of restricted stock units granted on April 1, 2024.

Represents a weighted average price. These shares were sold as part of block trades for multiple security holders of the issuer on April 2, 2025, at prices ranging from $12.81 to $12.90, inclusive. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the price and number of shares sold within the range indicated herein with regard to the block trades.