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QUANTUM CORP /DE/·4

Jun 8, 9:21 PM ET

Dialectic Technology SPV LLC 4

4 · QUANTUM CORP /DE/ · Filed Jun 8, 2026

Research Summary

AI-generated summary of this filing

Updated

Quantum (QMCO) 10% Owner Dialectic Acquires 14.1M Shares via Conversion

What Happened

  • Dialectic Technology SPV LLC (a reported 10% owner) converted senior secured convertible notes into common stock of Quantum Corporation (QMCO) and received additional consideration shares. On June 4, 2026, Dialectic received 11,020,645 shares in exchange for the cancellation of $57,241,228 of convertible notes (conversion price ≈ $5.19/share) and was also issued 3,083,975 additional "consideration" shares (valued at $5.19 each, ~$16,018,166). Total new shares issued to Dialectic on the Closing Date: 14,104,620 shares, with an aggregate value of roughly $73.26 million. Separately, on June 1, 2026, the issuer granted Dialectic a warrant to purchase 105,911 shares at $5.194/share (5‑year term).

Key Details

  • Transaction dates: June 1, 2026 (warrant issuance); June 4, 2026 (conversion and consideration share issuance).
  • Major items: 11,020,645 shares issued for cancelled convertible notes (≈ $57,241,230); 3,083,975 consideration shares issued (≈ $16,018,166); total 14,104,620 shares (~$73,259,396).
  • Derivative/warrant: 105,911‑share warrant issued June 1, 2026 at $5.194/share (exercisable through 5 years).
  • Notes cancelled: Convertible notes were cancelled as part of the conversion (per filing footnotes).
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Filing timeliness: Form filed June 8, 2026 — appears timely (filed within the standard two business days after the June 4 transaction).
  • Transaction codes in the filing: C = conversion of derivative/security; A = grant/award; J = other acquisition (warrant issuance).

Context

  • This was a conversion of debt to equity (not an open‑market purchase or insider sale): Dialectic exchanged convertible notes (and related accrued interest) for common stock and received additional shares as consideration for accrued/deferred interest. For retail investors, this is an institutional holder restructuring exposure into equity rather than a sale by an individual insider.

Insider Transaction Report

Form 4
Period: 2026-06-04
QUANTUM CORP /DE/QMCO
Dialectic Technology SPV LLC
10% Owner
Transactions
  • Conversion

    Common Stock

    [F2][F3]
    2026-06-04$5.19/sh+11,020,645$57,241,230→ 11,020,645 total
  • Award

    Common Stock

    [F4][F2][F3]
    2026-06-04$5.19/sh+3,083,975$16,018,166→ 14,104,620 total
  • Other

    Warrant (right to buy)

    [F1]
    2026-06-01+105,911→ 105,911 total
    Exercise: $5.19From: 2026-06-01Exp: 2031-07-01→ Common Stock (105,911 underlying)
  • Conversion

    Convertible Notes

    [F2][F3]
    2026-06-04→ 0 total
    Exercise: $5.19From: 2025-12-18→ Common Stock (11,020,645 underlying)
Footnotes (4)
  • [F1]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.
  • [F2]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").
  • [F3]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.
  • [F4]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.
Signature
/s/ Dialectic Technology SPV LLC, by John Fichthorn, Authorized Signatory|2026-06-08

Documents

1 file
  • 4
    form4.xmlPrimary

    FORM 4