FICHTHORN JOHN 4
4 · QUANTUM CORP /DE/ · Filed Jun 8, 2026
Research Summary
AI-generated summary of this filing
Quantum (QMCO) 10% Holder John Fichthorn Receives Shares via Conversion
What Happened
- John Fichthorn, reported as a 10% holder (indirectly through Dialectic), received common stock in connection with the conversion and cancellation of Dialectic’s convertible notes. On June 4, 2026 Dialectic converted $57,241,228 of previously issued convertible notes into 11,020,645 shares and received an additional 3,083,975 “consideration” shares. The 11,020,645 shares were valued at $57,241,230 and the 3,083,975 shares at $16,018,166 (price basis ~$5.19/share). The convertible notes were cancelled as part of the transaction. In addition, Dialectic received a warrant to purchase 105,911 shares (issued June 1, 2026) at an exercise price of $5.194. The filing also notes 1,625 shares received by Mr. Fichthorn from a trust distribution.
Key Details
- Transaction types: Conversion of derivative security (C), Grant/Award (A), Other acquisition (J — warrant issuance).
- Dates: Warrant issuance and small trust distribution dated June 1, 2026; primary conversion and consideration shares issued June 4, 2026. Form 4 filed June 8, 2026.
- Share counts & values: 11,020,645 shares (conversion) ≈ $57,241,230; 3,083,975 consideration shares ≈ $16,018,166; total ≈ 14,104,620 shares issued to Dialectic. Warrant for 105,911 shares at $5.194/share. Plus 1,625 shares from a trust distribution to the reporting person.
- Disposition shown: the convertible-note derivative ($57.24M) was cancelled (reflected as a “disposition” of the derivative security in the filing).
- Ownership after transaction: Not explicitly stated for Mr. Fichthorn; the securities are held directly by Dialectic (a 10% holder) and indirectly by Mr. Fichthorn. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.
- Filing timeliness: Form 4 was filed June 8, 2026 and reports transactions dated June 1 and June 4. The June 4 conversion was reported within the typical two-business-day window; the June 1 issuance appears reported after that two-business-day window.
Context
- This was not an open-market buy or sale by an executive but a debt-to-equity conversion by an institutional holder (Dialectic). Such conversions reduce outstanding debt and increase common shares outstanding (dilution), but the filing is informational — it does not indicate an executive buying or selling on the market. The reporting person is a 10% holder via a managed entity and disclaims direct beneficial ownership except for any pecuniary interest.
Insider Transaction Report
Form 4
FICHTHORN JOHN
Director10% Owner
Transactions
- Conversion
Common Stock
[F1][F2][F3]2026-06-04$5.19/sh+11,020,645$57,241,230→ 11,020,645 total(indirect: By LLC) - Award
Common Stock
[F1][F2][F4][F3]2026-06-04$5.19/sh+3,083,975$16,018,166→ 14,104,620 total(indirect: By LLC) - Other
Warrant (right to buy)
[F6][F3]2026-06-01+105,911→ 105,911 total(indirect: By LLC)Exercise: $5.19From: 2026-06-01Exp: 2031-06-01→ Common Stock (105,911 underlying) - Conversion
Convertible Notes
[F1][F2][F3]2026-06-04−57,241,228→ 0 total(indirect: By LLC)Exercise: $5.19From: 2025-12-18→ Common Stock (11,020,645 underlying)
Holdings
- 28,896
Common Stock
[F5]
Footnotes (6)
- [F1]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").
- [F2]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).
- [F3]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.
- [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.
- [F5]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.
- [F6]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.
Signature
Tara Ilges, attorney-in-fact for John A. Fichthorn|2026-06-08