QMCO Adds Two Board Members With Pro-Rated RSU Awards

Rhea-AI Filing Summary

Quantum Corporation announced the appointment of James C. Clancy and Tony J. Blevins to its Board of Directors to serve until the next annual meeting or earlier departure. The new directors will receive the Company’s standard non-employee director compensation and each will be granted a pro-rated portion of a new director equity award in the form of restricted stock units (RSUs). The RSUs vest upon the earlier of one year from award approval or the next annual meeting, subject to continued board service. The company states there are no related-party transactions or family relationships involving the appointees and that offer letters and related agreements are filed as exhibits.

Positive

• Board reinforcement: Two directors appointed to serve until the next annual meeting or earlier departure
• Standard compensation: New directors will receive the Company’s standard non-employee director compensation
• Equity alignment: Each appointee will receive a pro-rated RSU award that vests on the earlier of one year or the next annual meeting, subject to continued service
• Clean governance disclosures: Company discloses no arrangements with others, no reportable transactions under Item 404(a), and no family relationships
• Documentation filed: Offer letters and referenced agreements are filed as Exhibits 10.1 and 10.2

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine board appointments with standard equity compensation; limited immediate financial impact.

These appointments are presented as standard governance actions rather than strategic transactions. Compensation is limited to customary non-employee director pay and pro-rated RSUs with near-term vesting conditions, which implies only modest near-term dilution and minimal cash outlay. The filing discloses no related-party transactions or family ties, reducing governance risk. Overall, this is a routine governance update without material effect on operating results or capital structure.

Corporate Governance Expert

TL;DR: Governance-strengthening move documented with indemnification and change-in-control provisions; appears procedurally standard.

The company incorporated the new directors under its established director framework, including standard indemnification and change-in-control agreements and offer letters filed as exhibits. The explicit statement that there are no arrangements with third parties and no family relationships suggests clean independence disclosure. Vesting tied to continued service and next annual meeting aligns with common practices for non-employee directors.

0000709283FALSE00007092832025-08-282025-08-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2025

Quantum Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-13449

94-2665054

(State or other jurisdiction of incorporation or organization)

(Commission File No.)

(I.R.S. Employer Identification No.)

10770 E. Briarwood Avenue

Centennial,

CO

80112

(Address of Principal Executive Offices)

(Zip Code)

(408)			944-4000
Registrant's telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

QMCO

Nasdaq Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 27, 2025, the Board of Directors (the “Board”) of Quantum Corporation (the “Company”), on the recommendation of the Corporate Governance and Nominating Committee, appointed James C. Clancy and Tony J. Blevins as directors effective August 27, 2025, to serve in such capacity until the Company’s 2025 annual meeting of stockholders or until their earlier resignation, removal or disqualification.

Mr. Clancy and Mr. Blevins will be entitled to receive compensation for their service on the Board consistent with the Company’s standard compensation program for non-employee directors, as described under the heading “Non-Employee Director Compensation” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2025. That description is incorporated in this Current Report on Form 8-K by reference.

In connection with their appointment to the Board, Mr. Clancy and Mr. Blevins each executed an offer letter, a copy of which is filed herewith as Exhibit 10.1 and 10.2 (the “Offer Letters”), the Company’s standard director indemnification agreement, and the Company’s standard Director Change in Control Agreement, copies of which have been previously filed with the SEC. The Offer Letters contemplate that the Company will grant to each of Mr. Clancy and Mr. Blevins a pro-rated portion of a new director equity grant of restricted stock units (“RSUs”) in accordance with the Company’s standard non-employee director equity compensation program. The RSUs will vest upon the earlier of one year from the date of approval of the award or the next annual meeting of stockholders of the Company, subject to continued service on the Board.

There are no arrangements or understandings between Mr. Clancy or Mr. Blevins and any other persons pursuant to which they were appointed as a director of the Company and there are no transactions between Mr. Clancy or Mr. Blevins and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Clancy or Mr. Blevins and any director or executive officer of the Company.

The foregoing description of the Offer Letters does not purport to be complete and is qualified in its entirety by reference to such agreements, copies of which are attached hereto as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
10.1#						Offer Letter dated August 27, 2025 by and between the Company and James C. Clancy.
10.2#						Offer Letter dated August 27, 2025 by and between the Company and Tony J. Blevins.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Indicates management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Quantum Corporation

(Registrant)

August 28, 2025

/s/ Laura A. Nash

(Date)

Laura A. Nash

Chief Accounting Officer

FAQ

Who were appointed to Quantum Corporation’s board (QMCO)?

The company appointed James C. Clancy and Tony J. Blevins as directors to serve until the next annual meeting or earlier departure.

What compensation will the new QMCO directors receive?

They will receive the Company’s standard non-employee director compensation and a pro-rated portion of a new director RSU award.

What are the vesting terms for the RSUs granted to the new directors?

The RSUs vest upon the earlier of one year from award approval or the next annual meeting of stockholders, subject to continued service.

Are there any related-party transactions or family relationships disclosed for the appointees?

The filing states there are no arrangements or understandings with other persons related to the appointments and no transactions requiring Item 404(a) disclosure, and no family relationships with company directors or executive officers.

Where can I find the offer letters and related agreements for the new directors?

Copies of the offer letters are filed as Exhibit 10.1 and 10.2, and the indemnification and change-in-control agreements were previously filed with the SEC.