Dialectic Technology SPV LLC boosts Quantum (QMCO) stake via $57.2M note conversion

Rhea-AI Filing Summary

Dialectic Technology SPV LLC, a 10% owner of Quantum Corp, significantly increased its equity stake through a debt-to-equity conversion. On the June 4, 2026 closing date, Dialectic converted $57,241,228.00 of senior secured convertible notes, including all principal and accrued interest, into 11,020,645 shares of common stock at $5.194 per share.

As additional consideration for this conversion, Quantum issued Dialectic a further 3,083,975 common shares, reflecting the present value of approximately $13.0 million of future PIK interest plus about $3.0 million of deferred cash interest, divided by $5.194. Dialectic held 14,104,620 common shares after these transactions. Separately, on June 1, 2026, Quantum issued Dialectic a warrant to purchase 105,911 common shares at an exercise price of $5.194 per share, exercisable until July 1, 2031.

Insights

Capital structure analyst

Large note conversion replaces Quantum debt with equity held by Dialectic.

The transactions show Dialectic Technology SPV LLC exchanging senior secured convertible notes for equity, with $57,241,228.00 of notes and accrued interest converted into 11,020,645 shares. This removes those notes while concentrating ownership in a significant shareholder.

Quantum also issued 3,083,975 consideration shares based on the present value of future PIK interest and deferred cash interest, plus a warrant for 105,911 shares at $5.194. Subsequent filings may clarify how this affects leverage, interest expense, and governance given Dialectic’s 14,104,620-share position.

Insider Trade Summary

0 shares exercised/converted

Mixed 4 txns

Insider Dialectic Technology SPV LLC

Role null

Type	Security	Shares	Price	Value
Conversion	Convertible Notes	0	$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	--

Holdings After Transaction: Convertible Notes — 0 shares (Direct, null); Common Stock — 11,020,645 shares (Direct, null); Warrant (right to buy) — 105,911 shares (Direct, null)

Footnotes (1)

1. 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 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 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.

Key Figures

Notes converted: $57,241,228.00 Shares from conversion: 11,020,645 shares Consideration shares: 3,083,975 shares +4 more

7 metrics

Notes converted $57,241,228.00 Senior secured convertible notes principal plus accrued interest converted

Shares from conversion 11,020,645 shares Common stock issued upon note conversion at $5.194 per share

Consideration shares 3,083,975 shares Present value of future PIK interest and deferred cash interest divided by $5.194

Post-transaction holdings 14,104,620 shares Dialectic common stock holdings after June 4, 2026 transactions

Conversion price $5.194 per share Reference price for note conversion into common stock

Warrant shares 105,911 shares Common shares underlying warrant issued June 1, 2026

Warrant exercise price $5.194 per share Exercise price of warrant expiring in 2031

Key Terms

Convertible Notes, Conversion Agreement, PIK interest, Term Loan Deferred Cash Interest Amount, +1 more

5 terms

Convertible Notes financial

"converted $57,241,228.00 of the previously issued senior secured convertible notes"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

Conversion Agreement financial

"pursuant to a Conversion Agreement dated June 1, 2026"

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.

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.

Term Loan Deferred Cash Interest Amount financial

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

warrant financial

"the Issuer issued to Dialectic a warrant (the "Conversion Warrant") to purchase 105,911"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

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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^*

Dialectic Technology SPV LLC

(Last) (First) (Middle)

119 ROWAYTON AVENUE

(Street)

NORWALK CONNECTICUT 06853

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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(2)(3)		11,020,645	A	$5.194	11,020,645(2)(3)	D
Common Stock	06/04/2026		A(4)		3,083,975	A	$5.194	14,104,620(2)(3)(4)	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(1)	06/01/2026(1)		J		105,911(1)		06/01/2026(1)	07/01/2031(1)	Common Stock	105,911(1)	(1)	105,911(1)	D
Convertible Notes	$5.194(2)(3)	06/04/2026		C			$57,241,228(2)(3)	12/18/2025	(2)(3)	Common Stock	11,020,645(2)(3)	(2)(3)	0(2)(3)	D

Explanation of Responses:

1. 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.

2. 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").

3. 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.

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.

	/s/ Dialectic Technology SPV LLC, by John Fichthorn, Authorized Signatory	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 Technology SPV LLC do in this Quantum (QMCO) Form 4?

Dialectic exchanged senior secured convertible notes for Quantum common stock. It converted $57,241,228.00 of notes into 11,020,645 shares and received 3,083,975 additional consideration shares, substantially increasing its equity position while cancelling the underlying debt instruments.

How many Quantum (QMCO) shares did Dialectic receive from the note conversion?

Dialectic received 11,020,645 Quantum common shares from the conversion of previously issued senior secured convertible notes. These shares were issued at $5.194 per share, replacing the entire principal and accrued, unpaid interest balance of those notes on the closing date.

What are the additional consideration shares issued to Dialectic in Quantum (QMCO)?

Quantum issued 3,083,975 additional consideration shares to Dialectic. This reflects the present value of about $13.0 million of future PIK interest plus roughly $3.0 million of deferred cash interest, with the combined amount divided by the $5.194 per-share reference price.

How many Quantum (QMCO) shares does Dialectic hold after these transactions?

After the June 4, 2026 transactions, Dialectic held 14,104,620 Quantum common shares. This total includes shares issued upon conversion of the senior secured convertible notes and the additional consideration shares granted as part of the overall conversion arrangement.

What are the key terms of the Quantum (QMCO) warrant issued to Dialectic?

Quantum issued Dialectic a warrant to purchase 105,911 common shares at an exercise price of $5.194 per share. The warrant became exercisable on June 1, 2026, and remains exercisable until a stated expiration date in 2031, providing potential additional equity.

What was the dollar amount of Quantum (QMCO) notes converted by Dialectic?

Dialectic converted $57,241,228.00 of previously issued senior secured convertible notes. This amount covered the entire principal plus all accrued and unpaid interest, and the notes were cancelled in exchange for 11,020,645 Quantum common shares at $5.194 per share.