Quantum Corp Files 8-K: Agreements, Equity Sales, Shareholder Votes

TL;DR

Quantum Corp filed an 8-K detailing new debt, equity sales, and shareholder votes.

AI Summary

On December 16, 2025, Quantum Corporation entered into a material definitive agreement, which also created a direct financial obligation. The company also reported on unregistered sales of equity securities and matters submitted to a vote of security holders. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 001-13449 — SEC File Number (Identifies Quantum Corp's filing history with the SEC.)
• 94-2665054 — EIN (Employer Identification Number for Quantum Corp.)

Key Players & Entities

• Quantum Corporation (company) — Registrant
• Delaware (company) — State of incorporation
• 2025-12-16 (date) — Earliest event reported
• 2025-12-18 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share QMCO Nasdaq Global
• $54,718,114 — tes in an aggregate principal amount of $54,718,114 (the "Convertible Notes") in exchange (
• $10.00 — n price of the Convertible Notes equals $10.00 per share (the "Conversion Price") of t
• $4.00 — eset Price Date") to the greater of (a) $4.00 per share and (b) the lesser of (i) the
• $3.75 million — ompany to maintain minimum liquidity of $3.75 million as of the last day of the first quarter
• $5.0 million — last day of the first quarter of 2026, $5.0 million as of the last day of the second quarte
• $6.25 million — last day of the second quarter of 2026, $6.25 million as of the last day of the third quarter
• $7.5 million — st day of the third quarter of 2026 and $7.5 million as of the last day of the fourth quarte

Filing Documents

• qtm-20251216.htm (8-K) — 69KB
• exhibit41toclosingxindentu.htm (EX-4.1) — 1467KB
• exhibit42toclosingxnoterra.htm (EX-4.2) — 166KB
• qtm-20251216_g1.jpg (GRAPHIC) — 12KB
• 0000709283-25-000091.txt ( ) — 2138KB
• qtm-20251216.xsd (EX-101.SCH) — 2KB
• qtm-20251216_lab.xml (EX-101.LAB) — 21KB
• qtm-20251216_pre.xml (EX-101.PRE) — 12KB
• qtm-20251216_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on September 23, 2025, Quantum Corporation, a Delaware corporation (the "Company"), entered into a Transaction Agreement (the "Transaction Agreement") with Dialectic Technology SPV LLC, a Delaware limited liability company ("Dialectic"), OC III LVS XXXIII LP, a Delaware limited partnership ("LVS XXXIII"), and OC III LVS XL LP, a Delaware limited partnership ("LVS XL" and together with LVS XXXIII, the "OC III Lenders", and the OC III Lenders together with Dialectic, collectively the "Lenders" and each a "Lender"). On December 18, 2025, the Company closed the transactions contemplated by the Transaction Agreement (the "Closing"), including its issuance to Dialectic, on a dollar-for-dollar basis, senior secured convertible notes in an aggregate principal amount of $54,718,114 (the "Convertible Notes") in exchange (the "Debt Exchange") for the amounts then outstanding and owing by the Company to Dialectic under certain term loans held by Dialectic (including principal, any prepayment penalties and exit fees, but excluding any accrued and unpaid interest thereon, the "Term Loans"). The Closing was conditioned upon, among other things, approval of the Debt Exchange by the Company's shareholders, which approval was obtained on December 16, 2025. Convertible Notes and Indenture The Convertible Notes were issued to Dialectic pursuant to that certain indenture, dated December 18, 2025 (the "Indenture"), among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent. The Convertible Notes mature December 18, 2028 (the "Maturity Date") and have an interest rate of 10.00% per annum, payable in kind, compounded annually. The initial conversion price of the Convertible Notes equals $10.00 per share (the "Conversion Price") of the Company's common stock, $0.01 par value per share ("Common Stock"), subject to adjustment for stock sp

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders . The following is a brief description of each matter submitted to a vote at the 2025 annual meeting of shareholders of the Company held on December 16, 2025 (the "Annual Meeting"), as well as the number of votes with respect to each matter. For more information about these proposals, please refer to the Company's definitive proxy statement on Schedule 14A filed with the SEC on October 31, 2025. Proposal 1. The following directors were elected to serve until the 2026 annual meeting of shareholders or until their successors are duly qualified and elected: For Against Abstain Broker Non-Votes Hugues Meyrath 970,512 62,137 13,349 3,845,900 Tony J. Blevins 970,482 62,206 13,310 3,845,900 James C. Clancy 973,365 59,167 13,466 3,845,900 John A. Fichthorn 969,577 58,904 17,516 3,845,901 Donald J. Jaworski 968,697 63,623 13,677 3,845,901 John R. Tracy 973,077 64,382 8,539 3,845,900 Yue Zhou (Emily) White 905,679 124,671 15,648 3,845,900 Proposal 2. For purposes of complying with Nasdaq listing rule 5635, the issuance of senior secured convertible notes, convertible into shares of Common Stock, in exchange for all outstanding term loans owed to Dialectic has been approved. For Against Abstain Broker Non-Votes 956,537 79,889 9,570 3,845,902 Proposal 3. For purposes of complying with Nasdaq listing rule 5635, the issuance of senior secured convertible notes, convertible into shares of Common Stock, in exchange for any additional funds raised by Dialectic at the Company's request has been approved. For Against Abstain Broker Non-Votes 953,471 81,482 11,043 3,845,902 Proposal 4. For purposes of complying with Nasdaq listing rule 5635, the issuance of any shares of Common Stock to Dialectic that may become issuable under its forbearance warrant as a result of certain anti-dilution adjustments thereunder has been approved. For Against Abstain Broker Non-Votes 952,461 78,162 15,374 3,845,901

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 4.1 Indenture (including form of 10.00% PIK Senior Secured Convertible Note due 2028) dated December 18 , 2025, by and among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent. 4.2 Registration Rights Agreement dated December 1 8, 2025, by and between the Company and Dialectic Technology SPV LLC . 10.1* Transaction Agreement dated September 23, 2025, by and among the Company, Dialectic Technology SPV LLC, OC III LVS XXXIII LP, and OC III LVS XL LP (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 23, 2025). 10.2* Fifteenth Amendment to Term Loan Credit and Security Agreement dated September 23, 2025, by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Alter Domus (US) LLC, as disbursing agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 23, 2025). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules (or similar attachments) to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC on a confidential basis upon request. 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) December 18, 2025 /s/ Laura A. Nash (Date) Laura A. Nash Chief Accounting Officer

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