Dialectic converts $57.2M notes into Quantum Corp (QMCO) stock

Rhea-AI Filing Summary

Quantum Corp director and 10% owner John Fichthorn reported indirect transactions through Dialectic Technology SPV LLC. On June 4, Dialectic converted $57,241,228 of 10.00% PIK senior secured convertible notes due 2028 into 11,020,645 shares of common stock, and the notes were cancelled.

As additional consideration for the conversion, Dialectic received 3,083,975 extra common shares based on a $5.194 per-share value, and now indirectly holds 14,104,620 common shares. Separately, on June 1 the company issued Dialectic a warrant to buy 105,911 common shares at an exercise price of $5.194 per share for five years, and Fichthorn directly holds 28,896 common shares, including 1,625 received from a trust distribution.

Insights

Equity capital markets analyst

Debt is exchanged for equity as a noteholder converts into Quantum common stock.

The filing shows Dialectic converting $57,241,228 of 10.00% PIK senior secured convertible notes due 2028 into 11,020,645 common shares, with the notes cancelled. In addition, Dialectic receives 3,083,975 consideration shares tied to foregone future PIK interest and deferred cash interest.

This shifts value from debt claims into equity ownership and leaves Dialectic with 14,104,620 common shares plus a warrant over 105,911 shares at $5.194. Future company filings may further describe how this conversion affects interest expense and capital structure over time.

Insider Trade Summary

57,241,228 shares exercised/converted

Mixed 5 txns

Insider FICHTHORN JOHN

Role null

Type	Security	Shares	Price	Value
Conversion	Convertible Notes	57,241,228	$0.00	--
Conversion	Common Stock	11,020,645	$5.194	$57.24M
Grant/Award	Common Stock	3,083,975	$5.194	$16.02M
Other	Warrant (right to buy)	105,911	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Convertible Notes — 0 shares (Indirect, by Dialectic Technology SPV LLC); Common Stock — 11,020,645 shares (Indirect, by Dialectic Technology SPV LLC); Warrant (right to buy) — 105,911 shares (Indirect, by Dialectic Technology SPV LLC); Common Stock — 28,896 shares (Direct, null)

Footnotes (1)

1. 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. Includes 1,625 shares of Common Stock received by the Reporting Report as a result of a distribution of assets from a trust on June 1, 2026, which shares previously held indirectly by such trust were previously inadvertently omitted. 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.

Key Figures

Convertible notes converted: $57,241,228 Shares issued on conversion: 11,020,645 shares Consideration shares: 3,083,975 shares +5 more

8 metrics

Convertible notes converted $57,241,228 Principal plus accrued and unpaid interest converted on June 4, 2026

Shares issued on conversion 11,020,645 shares Common stock issued to Dialectic upon note conversion

Consideration shares 3,083,975 shares Additional common shares for present value of PIK interest and deferred cash interest

Indirect common shares held 14,104,620 shares Common stock indirectly held through Dialectic after transactions

Direct common shares held 28,896 shares Common stock directly held, including 1,625 from trust distribution

Warrant underlying shares 105,911 shares Shares purchasable under Conversion Warrant issued June 1, 2026

Conversion and exercise price $5.194/share Per-share value used for conversion and warrant exercise price

Convertible note interest rate 10.00% PIK Interest rate on senior secured convertible notes due 2028

Key Terms

10.00% PIK senior secured convertible notes due 2028, PIK interest, Conversion Agreement, Conversion Warrant, +2 more

6 terms

10.00% PIK senior secured convertible notes due 2028 financial

"previously issued 10.00% PIK senior secured convertible notes due 2028 (the "Convertible Notes")"

PIK interest financial

"present value of nominal PIK interest that would accrue on the Convertible Notes"

Payment-in-kind (PIK) interest is interest on a loan or bond that is paid by adding to the borrower’s debt rather than by handing over cash; think of it as paying rent by giving an IOU that increases the total owed instead of using money now. Investors care because PIK raises short-term cash for the borrower but increases future risk — the lender receives a larger, deferred payment and assumes more credit and timing uncertainty.

Conversion Agreement financial

"pursuant to a Conversion Agreement dated June 1, 2026 (the "Conversion Agreement")"

A conversion agreement is a contract that lets one kind of financial instrument—such as a loan, bond, or preferred share—be exchanged for common stock under set terms. Think of it like a coupon that can be traded in for ownership shares at a pre-agreed rate; investors care because it changes how many shares exist and who controls the company, which can dilute existing owners, alter valuation, and affect potential returns.

Conversion Warrant financial

"issued to Dialectic Technology SPV LLC ("Dialectic") a warrant (the "Conversion Warrant")"

Term Loan Deferred Cash Interest Amount financial

"plus (B) approximately $3.0 million, the Term Loan Deferred Cash Interest Amount"

pecuniary interest financial

"disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FICHTHORN JOHN

(Last) (First) (Middle)

C/O QUANTUM CORPORATION

10770 E. BRIARWOOD AVE.

(Street)

CENTENNIAL COLORADO 80112

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
QUANTUM CORP /DE/ [ QMCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/04/2026		C(1)(2)		11,020,645	A	$5.194	11,020,645(1)(2)	I	by Dialectic Technology SPV LLC(3)
Common Stock	06/04/2026		A(1)(2)		3,083,975	A	$5.194	14,104,620(1)(2)(4)	I	by Dialectic Technology SPV LLC(3)
Common Stock								28,896(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$5.194(6)	06/01/2026(6)		J		105,911(6)		06/01/2026(6)	06/01/2031(6)	Common Stock	105,911(6)	(6)	105,911(6)	I	by Dialectic Technology SPV LLC(3)
Convertible Notes	$5.194(1)(2)	06/04/2026		C			57,241,228(1)(2)	12/18/2025	(1)(2)	Common Stock	11,020,645(1)(2)	(1)(3)	0(1)(3)	I	by Dialectic Technology SPV LLC(3)

Explanation of Responses:

1. 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").

2. 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).

3. 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.

4. 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.

5. Includes 1,625 shares of Common Stock received by the Reporting Report as a result of a distribution of assets from a trust on June 1, 2026, which shares previously held indirectly by such trust were previously inadvertently omitted.

6. 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.

Remarks:

	Tara Ilges, attorney-in-fact for John A. Fichthorn	06/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Dialectic convert in Quantum Corp (QMCO) according to this Form 4?

Dialectic converted $57,241,228 of 10.00% PIK senior secured convertible notes due 2028 into 11,020,645 shares of Quantum common stock. The notes, including all accrued and unpaid interest, were cancelled on the June 4, 2026 closing date.

How many Quantum Corp (QMCO) shares did Dialectic receive for interest and deferred amounts?

Dialectic received 3,083,975 additional common shares as consideration. This amount reflects about $13.0 million of projected PIK interest plus about $3.0 million of deferred term loan cash interest, divided by a $5.194 per-share value.

What are John Fichthorn’s reported Quantum Corp (QMCO) share holdings after these transactions?

Indirectly through Dialectic, Fichthorn is reported with 14,104,620 common shares, while directly he holds 28,896 shares. The direct total includes 1,625 shares distributed from a trust, which had previously held them indirectly.

What warrant did Dialectic receive from Quantum Corp (QMCO) and on what terms?

Dialectic received a Conversion Warrant to purchase 105,911 Quantum common shares at an exercise price of $5.194 per share. It became exercisable on June 1, 2026 and remains exercisable for five years from that issuance date.

Does John Fichthorn claim full beneficial ownership of Dialectic’s Quantum Corp (QMCO) securities?

The filing states the securities are held directly by Dialectic and indirectly by Fichthorn. He disclaims beneficial ownership except to the extent of his pecuniary interest, reflecting that Dialectic is the 10% holder and he manages its controlling manager entity.