QUANTUM CORP /DE/ SEC Filings

Quantum Corporation plans a virtual 2026 annual meeting on September 15, 2026, where shareholders will vote on electing seven directors, amending and restating the 2023 Long‑Term Incentive Plan, an advisory say‑on‑pay resolution, and ratifying CohnReznick LLP as independent auditor for fiscal 2027.

The equity plan amendment would add 3,400,000 shares to the 2023 plan, equal to 8.6% of common shares outstanding, increasing equity overhang from 4.7% to 11.9%; only 26,861 shares remained available as of the July 20, 2026 record date. The plan has no evergreen feature, prohibits repricing without shareholder approval, limits director awards, and subjects grants to clawback and anti‑hedging policies. Governance highlights include an independent chair, 86% independent directors, robust committee structure, and stock‑ownership guidelines of 5× the annual retainer for directors and 3× salary for the CEO. The company also describes prior restatements in fiscal 2024 and 2025 and related material weaknesses, along with the 2025 auditor change from Grant Thornton LLP to CohnReznick. Executive pay remains heavily performance‑based, with the 2026 cash incentive tied to revenue of $279 versus a $250 target and below‑target bank EBITDA, after which the compensation committee used discretion to fully fund bonuses for the two eligible executives.

Quantum Corporation is registering for resale by existing investors up to 13,809,707 shares of common stock. These consist of 10,615,712 PIPE Shares sold in a June 1, 2026 private placement, 3,083,975 shares issued to Dialectic Technology SPV LLC as Share Consideration, and up to 110,020 Warrant Shares issuable upon exercise of a Conversion Warrant.

The company will not receive proceeds from any resale of these shares; it may receive cash only if the Conversion Warrant is exercised for cash. The PIPE raised $100 million at $9.42 per share, used to repay all existing term debt and for working capital and general corporate purposes. Concurrently, Dialectic voluntarily converted all outstanding 10.00% PIK Senior Secured Convertible Notes due 2028, and the notes and related indenture were canceled.

As additional consideration, Quantum issued Dialectic the Conversion Warrant to purchase 105,911 shares at an exercise price of $5.1940 per share, with anti-dilution adjustments, a 19.99% beneficial ownership cap, and a repurchase right of $844,255 for the unexercised portion after the fourth anniversary or upon specified corporate events. Shares of common stock outstanding were 39,374,500 as of July 1, 2026; this is a baseline figure, not the amount being registered. The company notes that resale of the registered shares, or the perception such sales could occur, could pressure its trading price.

Quantum Corporation is registering the resale of up to 13,809,707 shares of common stock on behalf of existing stockholders. The registered shares comprise 10,615,712 PIPE Shares sold in a June 2026 private placement, 3,083,975 shares issued to Dialectic Technology SPV LLC as Share Consideration, and up to 110,020 Warrant Shares issuable upon exercise of a Conversion Warrant.

The June 1, 2026 private placement raised $100 million through the sale of 10,615,712 shares at $9.42 per share, with proceeds used to repay all existing term debt and for working capital and general corporate purposes. Concurrently, Dialectic voluntarily converted all 10.00% PIK Senior Secured Convertible Notes due 2028 into equity; the notes were cancelled and the related indenture was satisfied and discharged in full.

Quantum will not receive any proceeds from sales of registered shares by the selling stockholders. It may receive cash only if the Conversion Warrant, covering up to 105,911 shares (and registered for up to 110,020 shares assuming a $5.00 floor price), is exercised for cash. There were 39,374,500 shares outstanding as of July 1, 2026; this is a baseline figure, not the amount being offered. The company notes that resales or the perception of potential resales could put downward pressure on its stock price.

Quantum Corp’s Chief Accounting Officer, Laura A. Nash, reported an automatic sale of company stock tied to tax obligations. On July 2, 2026, 260 shares of common stock were sold at a weighted average price of $10.51 per share to cover tax withholding from restricted stock units that vested from a July 1, 2023 grant. After this transaction, Nash directly holds 10,770 shares of Quantum common stock. The sale was executed on a non-discretionary basis as part of block trades for multiple security holders and is also subject to a Lock-Up Letter Agreement dated June 1, 2026.

Quantum Corp (QMCO) President & CEO Hugues Meyrath reported an automatic sale of 6,232 shares of common stock. The shares were sold on July 2, 2026 at a weighted average price of about $10.51 per share, in block trades ranging from $10.48 to $10.53.

According to the footnotes, the shares were automatically sold on a non-discretionary basis to cover tax withholding obligations tied to the vesting of restricted stock units granted on November 1, 2025 and January 1, 2026. After this transaction, Meyrath directly holds 118,468 shares of Quantum common stock.

Quantum Corporation files its annual report describing an AI-era, unstructured data management business and extensive risk factors. The company focuses on primary and secondary storage systems, tape, object storage, and related software and services for video, images, and other large data files.

Quantum reports an aggregate market value of non‑affiliate common stock of $116,791,817 as of its most recently completed second fiscal quarter and 39,374,500 shares outstanding as of June 24, 2026. Its global workforce is about 490 employees across 18 countries, supported by a large third‑party manufacturing and logistics network.

The filing highlights concentrated customer exposure, heavy reliance on a single contract manufacturer and key suppliers, inflation and supply chain pressures, intense competition, and dependence on tape technologies and media royalties. It also discloses Nasdaq listing history, material weaknesses in internal control over financial reporting, leadership changes in 2025–2026, and a strategy to grow recurring software and services revenue.

Quantum Corporation reported strong fiscal fourth quarter 2026 results with improving profitability but remains loss-making overall. Quarterly revenue rose 27% year-over-year to $78.0 million, above guidance of $68 million plus or minus $2 million. GAAP net loss was $9.5 million, or ($0.66) per share, while non-GAAP adjusted net loss narrowed to $3.1 million, or ($0.21) per share, a $9.0 million improvement from the prior year. Adjusted EBITDA turned positive at $1.0 million versus a negative $3.9 million a year earlier.

For fiscal 2026, revenue was $279.6 million with a net loss of $101.0 million. The year included a $59.6 million loss on debt extinguishment, an $11.3 million gain from warrant revaluation, and a $4.1 million loss from convertible note fair value changes. At March 31, 2026, cash, cash equivalents and restricted cash totaled $16.2 million, term loan debt was $55.9 million, and a new convertible note was recorded at a fair value of $90.0 million, leaving the company with a stockholders’ deficit of $198.9 million. For the first quarter of fiscal 2027, Quantum guides to revenue of $75.0 million plus or minus $2 million, non-GAAP adjusted operating expenses of $27 million plus or minus $1 million, non-GAAP adjusted basic net loss per share of ($0.15) plus or minus $0.10, and non-GAAP adjusted EBITDA of $1.5 million plus or minus $1 million.

Quantum Corporation notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended March 31, 2026 by the original due date of June 15, 2026. The delay reflects post‑period transactions completed in June 2026, first‑year audit procedures with the current independent registered public accounting firm, and additional work tied to the Company’s new status as an accelerated filer. Management is working with auditors and currently expects to file the Form 10-K within the extension period prescribed by Rule 12b-25. The Company states it does not expect the delay to affect previously announced preliminary unaudited fourth quarter Fiscal 2026 results or prior periods.