Dialectic, Fichthorn report 41% Quantum stake via notes, warrants (QMCO)

Rhea-AI Filing Summary

Dialectic Technology SPV LLC, Dialectic Technology Manager LLC and John Fichthorn updated their Schedule 13D on Quantum Corp to reflect current beneficial ownership and recent security changes. Dialectic and its manager report beneficial ownership of 9,663,957 shares of common stock, or 41.3% of the class, assuming full cash exercise of a forbearance warrant for 2,653,308 shares and conversion of convertible notes into 7,010,649 shares. Based on the same assumptions, Fichthorn reports beneficial ownership of 9,691,228 shares, or 41.4% of the outstanding shares.

The filing notes that Quantum reset the conversion price of the convertible notes from $10.00 to $7.8050 per share effective after December 31, 2025, increasing the number of shares issuable on conversion to 7,010,649. Fichthorn directly holds 10,866 shares and 16,405 previously granted restricted stock units, and on January 1, 2026 he received an additional 12,000 RSUs for his service on the board, which vest in full on January 1, 2027 or at the next annual shareholder meeting.

Insights

Equity ownership and governance analyst

Large holder maintains ~41% potential stake via notes, warrants and equity awards.

The amendment shows Dialectic and related entities could control over 41% of Quantum Corp's common stock if a forbearance warrant is fully exercised for cash and convertible notes are fully converted. The structure combines 2,653,308 shares from the warrant with 7,010,649 shares from the notes, plus smaller direct and RSU holdings by John Fichthorn.

The conversion price of the notes reset from $10.00 to $7.8050 after the December 31, 2025 reset date, which increases the potential share count on conversion to 7,010,649. This embeds more share-linked exposure without a new cash investment event described here. Fichthorn also received 12,000 RSUs on January 1, 2026 for board service, adding to his incentive alignment with equity performance.

Actual ownership impact depends on whether Dialectic chooses to exercise the warrant for cash and convert the notes, as the filing stresses they currently lack voting and dispositive power over those underlying shares until such actions occur. Subsequent company disclosures about conversions, warrant exercises, or board developments would further clarify how much of this potential stake becomes outstanding voting stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

QUANTUM CORP /DE/

(Name of Issuer)

Common Stock

(Title of Class of Securities)

747906600

(CUSIP Number)

Dialectic Technology SPV LLC
John Fichthorn, 119 Rowayton Avenue
Rowayton, CT, 06853
212-230-3220

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/08/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 747906600

1

Name of reporting person

Dialectic Technology SPV LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,663,957.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,663,957.00

11

Aggregate amount beneficially owned by each reporting person

9,663,957.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

41.3 %

14

Type of Reporting Person (See Instructions)

IV

Comment for Type of Reporting Person:

The amount listed in Rows 8, 10 and 11 consists of 2,653,308 shares of Common Stock of the Issuer, par value $0.01 per share ("Common Stock"), issuable on the exercise of the Forbearance Warrant (as defined herein) ("Warrant Shares") and 7,010,649 shares of Common Stock issuable on the conversion of the Convertible Notes (as defined herein) ("Convert Shares"). The Reporting Persons will not have the power to vote or dispose of (i) the Warrant Shares unless, and to the extent, Dialectic Technology SPV LLC ("Dialectic") exercises its right to acquire Warrant Shares in accordance with the terms of the Forbearance Warrant or (ii) the Convert Shares unless, and to the extent, the Convertible Notes are converted into Convert Shares in accordance with the terms of the Convertible Notes. The percentage calculated in Row 13 is based on a total of 13,721,291 shares of Common Stock issued and outstanding as of November 11, 2025.

SCHEDULE 13D

CUSIP No. 747906600

1

Name of reporting person

Dialectic Technology Manager LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,663,957.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,663,957.00

11

Aggregate amount beneficially owned by each reporting person

9,663,957.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

41.3 %

14

Type of Reporting Person (See Instructions)

IV

Comment for Type of Reporting Person:

The amount listed in Rows 8, 10 and 11 consists of 2,653,308 Warrant Shares and 7,010,649 Convert Shares. The Reporting Persons will not have the power to vote or dispose of (i) the Warrant Shares unless, and to the extent, Dialectic exercises its right to acquire Warrant Shares in accordance with the terms of the Forbearance Warrant and (ii) the Convert Shares unless, and to the extent, the Convertible Notes are converted into Convert Shares in accordance with the terms of the Convertible Notes. The percentage calculated in Row 13 is based on a total of 13,721,291 shares of Common Stock issued and outstanding as of November 11, 2025.

SCHEDULE 13D

CUSIP No. 747906600

1

Name of reporting person

JOHN FICHTHORN

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 27,271.00
8	Shared Voting Power 9,663,957.00
9	Sole Dispositive Power 27,271.00
10	Shared Dispositive Power 9,663,957.00

11

Aggregate amount beneficially owned by each reporting person

9,691,228.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

41.4 %

14

Type of Reporting Person (See Instructions)

EP, IN, HC

Comment for Type of Reporting Person:

The amount listed in Rows 8 and 10 consists of 2,653,308 Warrant Shares and 7,010,649 Convert Shares. The Reporting Persons will not have the power to vote or dispose of (i) the Warrant Shares unless, and to the extent, Dialectic exercises its right to acquire Warrant Shares in accordance with the terms of the Forbearance Warrant and (ii) the Convert Shares unless, and to the extent, the Convertible Notes are converted into Convert Shares in accordance with the terms of the Convertible Notes. The amount listed in Rows 7 and 9 consists of (i) 10,866 shares of Common Stock directly held by Mr. Fichthorn; and (ii) 16,405 restricted stock units ("RSUs") issued to Mr. Fichthorn in his capacity as a director of the Issuer. The percentage calculated in Row 13 is based on a total of 13,721,291 shares of Common Stock issued and outstanding as of November 11, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: QUANTUM CORP /DE/
(c)	Address of Issuer's Principal Executive Offices: 10770 E. Briarwood Avenue, Centennial, COLORADO , 80112.
Item 1 Comment: This Amendment No. 2 (this "Amendment" or "Amendment No. 2") amends and supplements the Statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on October 10, 2025 (the "Original Statement"), as amended and supplemented by Amendment No. 1 to the Statement on Schedule 13D filed by the Reporting Persons with the SEC on December 22, 2025 ("Amendment No. 1" and, together with the Original Statement, the "Amended Statement"), which relates to the Common Stock of Quantum Corporation (the "Issuer"). Except as otherwise described herein, the information contained in the Amended Statement remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Amended Statement.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Amended Statement is hereby amended by adding the following to the end thereof: The information set forth in Item 4 of Amendment No. 2 is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 of the Amended Statement is hereby amended by adding the following paragraphs to the end of Item 4: January 8, 2026 Conversion Price Adjustment Notice On January 8, 2026, the Issuer notified Dialectic that, effective after the close of business on the most recent Reset Price Date (being December 31, 2025), the Conversion Price of the Convertible Notes was automatically adjusted pursuant to the quarterly reset provisions of the Indenture, from $10.00 to $7.8050. After giving effect to such adjustment, the Convertible Notes are convertible into an aggregate of 7,010,649 shares of Common Stock. RSU Issuance to Mr. Fichthorn On January 1, 2026, Mr. Fichthorn was issued 12,000 RSUs in connection with his continued service on the Issuer's Board of Directors. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 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 Mr. Fichthorn's continued service on the Issuer's Board of Directors.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock that would be beneficially owned by each Reporting Person upon (i) the exercise in full (and for cash, not on a net-exercise basis) of the Forbearance Warrant and (ii) the conversion of the Convertible Notes. The aggregate percentage of Common Stock reported beneficially owned by each Reporting Person upon exercise of the Forbearance Warrant and full conversion of the Convertible Notes is based upon 13,721,291 shares of Common Stock outstanding as of November 11, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the shares of Common Stock as to which each Reporting Person would have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition upon (i) the exercise in full (and for cash, not on a net-exercise basis) of the Forbearance Warrant and (ii) the conversion of the Convertible Notes. Dialectic would directly hold any Common Stock beneficially owned by it upon any exercise of the Forbearance Warrant and the conversion of the Convertible Notes. Dialectic Manager, as the manager of Dialectic, and Mr. Fichthorn, as the Manager of Dialectic Manager, may each be deemed to have the shared power to direct the voting and disposition of shares of Common Stock owned by Dialectic and, consequently, Mr. Fichthorn and Dialectic Manager may each be deemed to possess indirect beneficial ownership of such shares upon (i) any exercise by Dialectic of the Forbearance Warrant and (ii) the conversion of the Convertible Notes. Mr. Fichthorn and Dialectic Manager disclaim beneficial ownership of such shares for all other purposes. Without giving effect to any exercise of the Forbearance Warrant or conversion of the Convertible Notes, Mr. Fichthorn directly holds and has the sole power to vote and dispose of 10,866 shares of Common Stock and 16,405 RSUs.
(c)	Except as described in Item 4 of this Amendment, no transactions in shares of Common Stock have been effected by the Reporting Persons since the filing of Amendment No. 1.
(d)	Other than the Reporting Persons, no persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Amended Statement is hereby amended by adding the following to the end thereof: The information set forth in Item 4 of Amendment No. 2 is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dialectic Technology SPV LLC

Signature:	/s/ John Fichthorn
Name/Title:	John Fichthorn / Authorized Signatory
Date:	01/12/2026

Dialectic Technology Manager LLC

Signature:	/s/ John Fichthorn
Name/Title:	John Fichthorn / Manager
Date:	01/12/2026

JOHN FICHTHORN

Signature:	/s/ John Fichthorn
Name/Title:	John Fichthorn
Date:	01/12/2026

FAQ

What stake in Quantum Corp (QMCO) do Dialectic entities report in this Schedule 13D/A?

The Dialectic entities report beneficial ownership of 9,663,957 Quantum Corp common shares, representing 41.3% of the class, assuming full cash exercise of the forbearance warrant and full conversion of the convertible notes based on 13,721,291 shares outstanding as of November 11, 2025.

How many Quantum Corp (QMCO) shares are tied to Dialectic’s warrant and convertible notes?

The filing states that 2,653,308 Quantum Corp shares are issuable upon exercise of the Forbearance Warrant, and 7,010,649 shares are issuable upon conversion of the Convertible Notes, which together form the bulk of Dialectic’s reported beneficial ownership.

What change was made to Quantum Corp (QMCO) convertible note terms in this amendment?

Quantum notified Dialectic that, effective after the close of business on the December 31, 2025 reset date, the conversion price of the convertible notes was automatically adjusted from $10.00 to $7.8050 per share under the indenture’s quarterly reset provisions, resulting in convertibility into 7,010,649 common shares.

What is John Fichthorn’s individual beneficial ownership in Quantum Corp (QMCO)?

John Fichthorn reports aggregate beneficial ownership of 9,691,228 Quantum Corp shares, or 41.4% of the class, including indirect exposure through Dialectic plus direct holdings of 10,866 common shares and 16,405 restricted stock units, separate from additional RSUs granted in 2026.

What new equity award did John Fichthorn receive from Quantum Corp (QMCO)?

On January 1, 2026, John Fichthorn was issued 12,000 restricted stock units (RSUs) for his continued service on Quantum’s board. Each RSU represents one share of common stock and vests in full on the earlier of January 1, 2027 or the date of Quantum’s next annual meeting of stockholders, subject to his continued board service.

Are the warrant and convertible note shares currently voted in Quantum Corp (QMCO)?

The reporting persons state they will not have power to vote or dispose of the Warrant Shares unless Dialectic exercises the forbearance warrant, or the Convert Shares unless the convertible notes are converted into common shares in accordance with their terms, and Mr. Fichthorn and Dialectic Manager disclaim beneficial ownership of such shares for all other purposes.