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Item 9A. Controls and Procedures

2025-08-26 compared with 2024-06-28 · 678 added, 83 removed, 176 unchanged (81% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under Exchange Act as of each of the fiscal quarters ended March 31, 2024, December 31, 2023 and September 30, 2023.

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this Annual Report.

Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting described below.

Notwithstanding the identified material weaknesses, management, including our chief executive officer and chief financial officer have determined, based on the procedures performed, that the Consolidated Financial Statements included in this Annual Report on Form 10-K fairly represent in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, for the periods presented in accordance with U.S.

As a non-accelerated filer, we are not required to provide, and have not included, an attestation report of our registered public accounting firm regarding our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act.

Notwithstanding the identified material weaknesses, management, including our chief executive officer and chief financial officer have determined, based on the procedures performed, that the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material respects the financial condition, results of operations and cash flows of the Company for the periods presented in accordance with U.S.

generally accepted accounting principles.

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting using the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) .

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our internal control over financial reporting using the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) .

Based on this assessment, management concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2025, due to the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

The Company identified a material weakness in its internal control over financial reporting related to the Company’s accounting practices and procedures for the application of standalone selling price under Accounting Standards Codification Topic 606 Revenue from Contracts with Customers (“Topic 606”).

Management did not adequately design and implement effective control activities resulting in the identification of the following material weaknesses:

Revenue Recognition

The Company did not maintain effective internal controls related to revenue recognition for the following:

• Controls related to the Company’s accounting practices and procedures for application of standalone selling price under Accounting Standards Codification Topic 606 Revenue from Contracts with Customers (“Topic 606”).

Specifically, the Company did not have adequate controls in place to conclude on the application of standalone selling price consistent with the generally accepted application of the guidance in Topic 606.

The absence of adequate controls with respect to the application of standalone selling price impacted the accuracy of the Company’s revenue allocations in (i) for the fiscal years ended March 31, 2024, March 31, 2023 and March 31, 2022, and (ii) for each of the first three quarters in such fiscal years.

Additionally, the Company identified a material weakness in its internal control over financial reporting related to the Company’s accounting practices and procedures for warrant agreements under Accounting Standards Codification Topic 815 Contracts in Entity's Own Equity (“Topic 815”).

Specifically, the Company did not have adequate controls

in place to accurately evaluate and classify warrants consistent with Topic 815.

The absence of adequate controls with respect to the classification of warrants resulted in warrants being classified as equity and not as liability, impacted the accuracy of the Company’s presentation in (i) for the fiscal years ended March 31, 2024, March 31, 2023 and March 31, 2022, and (ii) for each of the first three quarters in such fiscal years.

Further, the Company identified a material weakness in its internal control over financial reporting as effective controls were not maintained over the accuracy of the inputs in the sales order entry process.

• Controls over the accuracy of the inputs in the sales order entry process.

Specifically, the Company did not sufficiently execute controls over the review of data inputs in the sales order entry process to ensure accuracy of the price, quantity, and related customer data.

The control deficiency did not result in a misstatement;

however, this control deficiency could result in a misstatement of revenue that would result in a material misstatement to the annual or interim consolidated financial statements for the fiscal year ended March 31, 2024 that would not be prevented or detected.

• Controls for reviewing and updating deferral schedules, which drives the timing of service revenue recognition.

Specifically, the start and end dates in the deferral schedules were not consistently aligned with the contractual service periods.

Manufacturing Inventory

The Company did not maintain effective internal controls related to manufacturing inventory.

Specifically, controls to assess the accuracy of inventory held at third-party locations were not adequately executed as of March 31, 2025.

Control Environment

Based on the material weaknesses identified in revenue recognition and manufacturing inventory, management concluded that the Company did not maintain effective entity-level controls within the control environment to prevent or detect material misstatements to the Consolidated Financial Statements.

Specifically, the Company (i) lacked sufficiently qualified staff or resources to perform control activities and (ii) conducted inadequate risk assessment and monitoring activities resulting in untimely or ineffective identification of internal control risks to support the design implementation and evaluation of the internal controls necessary to provide effective oversight over financial reporting.

The material weaknesses related to the stand-alone selling price and deferred schedules resulted in material adjustments to the revenue and deferred revenue accounts and related disclosures in the unaudited Consolidated Financial Statements for the three months ended December 31, 2024.

While the material weaknesses related to sales order and invoice review, and manufacturing inventory did not result in material misstatements, each creates a reasonable possibility that a material misstatement could occur and not be prevented or detected on a timely basis.

Remediation Plan

The Company is implementing enhancements to its internal controls to remediate the identified material weaknesses in its internal control over financial reporting related to the Company’s accounting practices and procedures.

Specifically, the Company plans to:

• Review and update significant relevant accounting policies, procedures and controls.

• Provide additional training to individuals involved in the assessments for these topics.

• Engage with external third parties to assist with assessments for these topics, where necessary.

The Company is committed to maintaining a strong internal control environment and believes these remediation efforts will represent significant improvements in its controls over the control environment.

These steps will take time to be fully implemented and confirmed to be effective and sustainable.

The Company has implemented and is implementing enhancements to address the identified material weaknesses.

Actions include:

• Reviewing and updating relevant policies, procedures, and controls;

this may include automation of certain controls within the ERP system where appropriate.

• Providing additional training to personnel responsible for executing and reviewing key controls.

• Enhancing efforts to assess risk and monitor the effectiveness of control design and operation over time.

• Engaged third-party specialists to assist the Company in assessing and establishing standalone selling price during the fiscal year ended March 31, 2025.

While this has been completed, efforts are ongoing to increase automation in the calculation of standalone selling price.

• Engaged third-party specialists to help design and implement a control that reviews draft invoices above specified thresholds against customer purchase orders to assess the accuracy of the inputs in the sales order entry process prior to invoicing.

The Company is committed to maintaining a strong internal control environment and believes the remediation effort will represent significant improvements in its controls over the control environment.

Additional controls may also be required over time.

While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weakness in internal control over financial reporting until a sufficient period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls.

Until the remediation steps set forth above are fully implemented and tested, the material weaknesses described above will continue to exist.

While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weaknesses in internal control over financial reporting until a sufficient period has passed to allow management to test the design and operational effectiveness of the new and enhanced controls.

Until the remediation steps set forth above are fully implemented and evaluated, the material weaknesses will continue to exist.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended March 31, 2024, except for commencing implementation of the remediation plan described above, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Except for the matters discussed above, there were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

(b) Trading Plans.

During each of the fiscal quarters ended March 31, 2024, December 31, 2023 and September 30, 2023, no director or officer adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company pursuant to Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

During the fiscal quarter ended March 31, 2025, no director or officer adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company pursuant to Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is incorporated by reference from the sections entitled “Board of Directors and Committees,” “Board of Directors and Committees—Board Committees and Leadership Structure,” “Corporate Governance,” and “Compensation Discussion and Analysis—Anti-Hedging and Anti-Pledging Policies” in our definitive Proxy Statement for our 2024 annual stockholders’ meeting.

Certain other information relating to our executive officers appears in Part I of this Annual Report on Form 10-K under the heading “Information About Our Executive Officers.”

Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act.

To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent Section 16(a) Reports” in the Proxy Statement for our 2024 annual stockholders’ meeting and is incorporated herein by reference.

Information About Our Directors

The following are the names and biographies of our Board of Directors as of July 2, 2025 (excluding our President and Chief Executive Officer, Hugues Meyrath), including committee memberships:

Name Age Audit Committee Leadership and Compensation Committee Corporate Governance and Nominating Committee Special Committee

Jaworksi (Chair) 66 X X X

Fichthorn 52 X

Hugues Meyrath 55

Tracy 60 X X X X

Yue Zhou (Emily) White 53 X X X X

Jaworski was appointed to our Board in November 2022 and named Chairman in June 2025.

He served as Lead Independent Director from August 2024 to June 2025.

Jaworski is President and Chief Operating Officer of Lacuna Technologies, Inc., a leader in software that helps municipalities to operationalize digital infrastructure and manage transportation, since March 2021.

Jaworski leads execution and is focused on delivering value to Lacuna’s customers.

Prior to joining Lacuna, from January 2015 to March 2020, he was CEO of SwiftStack, Inc., an open-source cloud data management company focused on large scale data applications, which was acquired by NVIDIA Corporation, a publicly-traded multinational technology company, in March 2020.

Jaworski previously served as:

Senior Vice President and General Manager of the core platform business at NetApp, Inc.

from August 2010 through January 2012, where the team focused on the transition to scale-out systems;

Senior Vice President Product at Brocade Communications Systems, Inc.;

and General Manager of the Enterprise Security business unit at Nokia Corporation.

In addition, Mr.

Jaworski’s early career included management positions at Sun Microsystems, Inc.

and Amdahl Corporation.

He has been an advisor and board member for a number of early-stage companies.

Jaworski received a B.S.

in Computer Science from Bowling Green State University and an MBA from Santa Clara University.

We believe Mr.

Jaworski brings strength to our Board through his broad and deep technology and product development and marketing experience.

Fichthorn was appointed to the Board in April 2025.

He was previously a member of the Board from April 2019 to July 2021.

Fichthorn has served as the Founder and Managing Partner of Dialectic Capital Management, since the re-launching of Dialectic in May 2020.

He is also the Founder and Managing Partner of Medtex Ventures, a medical device venture capital firm he founded in 2020.

Prior to that, Mr.

Fichthorn was the Head of Alternative Investments at B.

Riley Capital Management, LLC, an investment advisor and wholly-owned subsidiary of B.

Riley Financial, Inc, from April 2017 until May 2020.

Before that, Mr.

Fichthorn co-founded Dialectic Capital Management, where he was an equities portfolio manager and analyst from 2003 to 2017.

Fichthorn has served on the boards of directors at Benefytt, formerly called Health Insurance Innovations, Inc., a publicly traded health insurance and technology platform company, from December 2017 to August 2020, TheMaven (now The Arena Group), a publicly traded online media company, from September 2018 to October 2021 and multiple private companies that are portfolio companies of Dialectic Capital and Medtex Ventures.

Fichthorn earned a Bachelor of Arts degree in Astronomy from the University of North Carolina at Chapel Hill.

Fichthorn has significant experience in accounting and financial matters, experience serving on other public and private company boards, and brings shareholder perspective to our Board.

We believe he brings strength to our Board as a result of his experience managing investment firms and being a shareholder activist.

Tracy was appointed to our Board in June 2024.

Tracy has an extensive background in public company financial planning and operations.

Most recently, he served as Executive Vice President and Chief Financial Officer at Verifone Systems, Inc., a payment system company, from February 2019 until April 2024.

Prior to that, from November 2017 to November 2019, Mr.

Tracy served as Senior Director at Pine Hill Group (now CFGI), an accounting and transaction advisory firm.

From July 2015 to October 2016, Mr.

Tracy held the position of Senior Vice President Finance for TiVo Inc.

(formerly Rovi), a streaming entertainment content delivery service.

that, he was Vice President Finance and Chief Financial Officer for TE Connectivity Inc., a publicly-traded electronics connector and sensor manufacturer, from June 2013 to June 2015.

He also served as Vice President and Corporate Controller at ConvaTec, a publicly-traded medical products and technology company, from October 2012 to June 2013.

Tracy also held various senior finance roles at Motorola Inc.

and its subsidiaries.

He received a Bachelor of Science degree in Accounting from Rider University and a Masters of Science in Taxation from Fairleigh Dickinson University.

We believe Mr.

Tracy’s financial expertise, including his experience as a chief financial officer, makes him a valuable member of our Board.

Yue Zhou (Emily) White was elected to our Board in September 2021.

White has held the position of Vice President, Enterprise Data and Analytics at Cisco Systems, a publicly-traded networking hardware and software manufacturing company since July 2024.

Prior to Cisco, she served as Vice President of Enterprise Data and Analytics at NIKE, Inc., a public company that manufactures and sells athletic apparel, beginning in April 2020.

Prior to NIKE, from February 2017 to April 2020, Ms.

White served as Vice President of Enterprise Data Engineering at Synchrony Financial, a publicly-traded consumer financial services company.

White previously held multiple positions at General Electric entities.

From November 2013 to June 2015, she served as Data Science Director and Global Commercial IT Director at General Electric Healthcare, a company that manufactures and distributes medical imaging modalities.

From May 2007 to October 2013, she was Global Enterprise Resource Director and Senior Global Business Intelligence Program Manager for General Electric Transportation, a company that manufactures equipment for energy generation industries.

White’s education includes a Bachelor of Science degree in Accounting and Finance from Shengyang Polytechnic University;

Master of Business Administration degree from Huron University;

Master of Applied Mathematics degree in Computer Science at the University of Central Oklahoma;

and Certificate in Health Economics & Outcomes Research from the University of Washington.

We believe Ms.

White’s extensive senior management experience, particularly in data science and analytics, brings valuable perspective to our Board and to the oversight of these functions within Quantum.

Information About Our Executive Officers

The information regarding executive officers required by this item is set forth under the heading ‘Information About Our Executive Officers' of the Registrant’ in Part I, Item 1 of this Form 10-K and is incorporated herein by reference.

Code of Conduct and Ethics

We conduct business ethically, honestly, and in compliance with all applicable laws and regulations.

Our path through complex AI and unstructured data environments presents new opportunities and as well as new challenges.

Our code of conduct is meant to help us successfully navigate this new landscape by enabling effective business processes, relationships, and solutions.

The code applies to anyone conducting business on behalf of Quantum or its subsidiaries, including all directors, officers, and employees, and defines expectations in each of the following key areas:

• Mutual Respect – We:

◦ Treat each other with respect

◦ Choose our words carefully

◦ Uphold human rights

◦ Value diversity

◦ Prioritize privacy

◦ Set a good example

• Professionalism – We:

◦ Grow our business ethically

◦ Maintain accurate records

◦ Document open-source use

◦ Get approvals if needed

◦ Negotiate with integrity

◦ Keep relationships professional

• Accountability – We:

▪ Know Quantum’s policies

▪ Follow policies & processes

▪ Engage in on-going training

▪ Report OnTraQ violations

▪ Preserve confidentiality

▪ Protect company assets

The Board most recently revised the code in February 2024, and it was distributed to all employees in both English and local languages the following month and again in February 2025.

We also provided code of conduct training to all employees in the first few months of 2025.

We maintain an internal ethics committee comprised of leaders from our finance, internal audit, human resources, and legal teams.

The committee supports the Company’s oversight of our compliance program and provides appropriate assistance in reviewing, investigating, and responding to reported concerns.

We have also implemented a whistleblower policy and encourage reporting of ethics and compliance concerns, including by providing a confidential and anonymous third-party reporting hotline.

Concerns that may relate to material accounting or auditing matters are communicated promptly to our Audit Committee.

Waivers of the code's applicability to a Quantum director or executive officer may only be granted by our Board or its committees and must be timely disclosed as required by applicable law.

The code of conduct is available on the investor relations section of our website at www.investors.quantum.com.

Copies of the code may be requested from Quantum’s Corporate Secretary at 10770 E.

Briarwood Avenue, Centennial, Colorado, 80112.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale, and/or other disposition of the Company’s securities by our directors, officers, employees, and other covered persons that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable Nasdaq listing standards.

A copy of our Insider Trading Policy is filed as an exhibit to this Annual Report.

Audit Committee

The Audit Committee met ten times in fiscal year 2025 (Fiscal 2025).

Currently, the Audit Committee consists of Mr.

White and Mr.

All members are independent and financially literate.

Tracy qualifies as an “audit committee financial expert” per Nasdaq and SEC requirements.

The Audit Committee’s primary responsibilities are to:

◦ Prepare the Audit Committee report.

◦ Appoint and approve the Company’s independent registered accounting firm, and meet with that firm without management present.

◦ Assist the Board with overseeing:

▪ Financial statement integrity and compliance with legal and regulatory requirements.

▪ Internal accounting, financial reporting, and internal audit processes and controls adequacy.

▪ Policies and processes for risk assessment and management, including cybersecurity risks.

Delinquent Section 16(a) Reports

Our directors and executive officers are required to file Quantum securities ownership reports on Forms 3, 4 and 5 with the SEC, and to provide us with copies.

Based on the Section 16(a) reports we filed on behalf of our executive officers, our review of the SEC filings we otherwise received, and certain written representations that all required reports were filed, we believe that all of our directors and executive officers complied with the Section 16(a) reporting requirements applicable to them in Fiscal 2025, except a Form 3 for Mr.

Fichthorn required to be filed by April 13, 2025 was filed on April 30, 2025 due to delays in obtaining his Edgar filing codes.

EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated by reference from the sections entitled “Corporate Governance—Non-Employee Director Compensation,” “Compensation Discussion and Analysis,” “Fiscal 2024 Compensation Tables,” “Board Committee Reports and Related Information— Compensation Committee Report” and “Corporate Governance—Non-Employee Director Compensation—Compensation Committee Interlocks and Insider Participation ” in our definitive Proxy Statement for our 2024 annual stockholders’ meeting.

Non-Employee Director Compensation

The Board, following recommendations from the Leadership and Compensation Committee (LCC), determines the amount and form of non-employee director compensation.

Management also provides information and

recommendations regarding competitive market practices, target compensation levels, and compensation program design.

The Committee also retains an independent compensation consultant to provide analysis and advice.

The Committee generally conducts a comprehensive periodic review of the Company’s compensation program, most recently in Fiscal 2025.

Quantum engaged Compensia as its independent compensation consultant to complete an independent review.

Following that review, our non-employee director compensation program elements were updated to include separate committee service and chair fees for service on the Company’s newly-created Special Committee, and to revise the automatic annual equity grant to be a fixed number of shares rather than a target grant date value.

Our updated non-employee director compensation program is summarized in the table below:

Compensation Element Annual Value Frequency

Director Retainer $ 50,000 Equal quarterly installments

Lead Independent Director Retainer $ 25,000 Equal quarterly installments

Committee Chair fees Equal quarterly installments

Audit Committee $ 25,000

Leadership & Compensation Committee $ 17,500

Corporate Governance & Nominating Committee $ 15,000

Technology Advisory Committee $ 15,000

Special Committee $ 30,000

Committee Member Fees Equal quarterly installments

Audit Committee $ 12,500

Leadership & Compensation Committee $ 10,000

Corporate Governance & Nominating Committee $ 7,500

Technology Advisory Committee $ 7,500

Special Committee $ 12,500

New Director Equity Grant 12,000 shares Pro-rated with 100% vesting at next annual meeting

Director Refresh Equity Grant 12,000 shares 100% vesting at earlier of next annual meeting or one year

We have executed change of control agreements with each of our current non-employee directors.

The agreements provide for automatic accelerated vesting of equity-based awards if the director’s service with the Company ends within twelve months following a change of control (other than for termination due to death or disability).

We allow our non-employee directors to defer some or all of their cash fees, which defers federal and state income taxes.

Plan participants direct the deemed investment of their deferred accounts among a preselected group of investment funds which excludes Quantum’s common stock.

The deemed investment accounts mirror the investment options available under Quantum’s 401(k) Savings Plan.

Plan participants’ deferred accounts are credited with interest based on their selected deemed investments.

During Fiscal 2025, no non-employee directors elected to participate in the deferred compensation plan.

In fiscal year 2024 (Fiscal 2024), given the Company’s stock price and potential dilution impacts, the Board voted to delay its refresh equity grant.

As a result, no non-employee Board members received equity grants in Fiscal 2024.

Board members also did not receive any incremental cash compensation to offset the delayed equity grant.

In Fiscal 2025, Board members received fully-vested restricted stock unit grants applicable to Fiscal 2024 as well as unvested grants of time-based restricted stock units applicable to Fiscal 2025, as reflected in the Director Compensation table below.

Fiscal 2025 Director Compensation

The following tables detail the Fiscal 2025 annual cash retainers, applicable committee service fees, and applicable Chair retainers paid to our directors.

We do not pay meeting fees to our Board members.

Name Fees Earned Or Paid In Cash (1)

Stock Awards (2)

All Other Compensation Total

Arden, Todd W.

$ 169,998 $ — — $ 169,998

Jaworski, Donald J.

$ 103,125 $ 82,080 — $ 185,205

Meyrath, Hugues $ 90,000 $ 82,080 — $ 172,080

Neumeyer, Christopher D.

$ — $ — — $ —

Rothman., Marc E.

$ 44,063 $ 41,040 — $ 85,103

Tracy, John R.

$ 67,535 $ 51,300 — $ 118,835

White, Yue Zhou (Emily) $ 59,063 $ 82,080 — $ 141,143

__________________

Amounts reflect compensation earned by each director during Fiscal 2025 and includes the amounts in the next table.

Value reflects the closing price on the grant date of $3.42 per share.

In accordance with the Company’s standard equity compensation program for non-employee directors, the Board approved an annual Fiscal 2025 award for Directors Jaworski, Meyrath and White of 12,000 fully vested restricted stock units and 12,000 restricted stock units each, the latter of which will vest upon the earlier of the Annual Meeting or October 1, 2026, subject to each director’s continued Board service The Board approved an award for Mr.

Rothman of 12,000 fully vested restricted stock units.

The Board approved a prorated award for Mr.

Tracy of 3,000 fully vested restricted stock units and 12,000 restricted stock units which will vest upon the earlier of the Annual Meeting or October 1, 2026, subject to his continued Board service.

Arden resigned from the Board effective April 2, 2025.

He was paid $15,000 in cash retainers per month from June 2024 through September 2024.

His cash retained was increased to 18,333 per month beginning in October 2025, continuing through March 2025.

Arden did not receive any equity compensation from the Company for his Board service.

Neumeyer resigned from the Board effective March 19, 2025.

He did not receive cash or equity compensation from Quantum for his Board service.

Rothman did not stand for re-election at Quantum’s 2024 annual meeting of shareholders and his term ended immediately prior to the start of the 2024 annual meeting on August 15, 2024.

Name Board Retainer Lead Independent Director Retainer Committee Membership Retainer Committee Chair Retainer Total Fees Paid in Cash

Arden, Todd W.

$ 150,000 $ — $ — $ 19,998 $ 169,998

Jaworski, Donald J.

$ 50,000 $ 15,625 $ 20,000 $ 17,500 $ 103,125

Meyrath, Hugues $ 50,000 $ — $ 25,000 $ 15,000 $ 90,000

Neumeyer, Christopher D.

$ — $ — $ — $ — $ —

Rothman, Marc E.

$ 18,750 $ 9,375 $ 6,563 $ 9,375 $ 44,063

Tracy, John R.

$ 37,778 $ — $ 14,132 $ 15,625 $ 67,535

White, Yue Zhou (Emily) $ 50,000 $ — $ 9,063 $ — $ 59,063

Name Stock Awards Outstanding Options Outstanding Total Equity Awards Outstanding

Arden, Todd W.

Jaworski, Donald J.

12,000 — 12,000

Meyrath, Hugues 12,000 — 12,000

Neumeyer, Christopher D.

Rothman, Marc E.

Tracy, John R.

12,000 — 12,000

White, Yue Zhou (Emily) 12,000 — 12,000

Named Executive Officers

Our named executive officers for Fiscal 2025 were as follows:

Lerner President and Chief Executive Office and Chairman of the Board

Gianella Chief Financial Officer and Chief Operating Officer

Cabrera Chief Administrative Officer and Chief Legal and Compliance Officer

In early fiscal year 2026, we underwent significant leadership changes aimed at realigning the company's executive team with our strategic objectives.

Effective April 4, 2025, Lewis W.

Moorehead was appointed as Chief Financial Officer (CFO), succeeding Mr.

Gianella, prior to Mr.

Moorehead's resignation on August 12, 2025.

On June 2, 2025, Hugues Meyrath was appointed as President and Chief Executive Officer (CEO), following the resignation of Mr.

Also effective on June 2, 2025, Mr.

Cabrera resigned in connection with our ongoing restructuring activities.

Fiscal 2025 Summary Compensation Table

The following table displays our named executive officer compensation for fiscal years 2025, 2024, and 2023.

Name and Title Year Salary ($) Bonus (1) ($)

Stock Awards (2) ($)

All Other Compensation (3) ($)

Lerner 2025 700,000 468,750 211,875 113,027 1,493,653

President & Chief Executive Officer 2024 700,000 — 186,000 4,261 890,261

2023 673,462 — 953,194 8,852 1,635,508

Gianella 2025 462,981 256,250 213,457 116,040 1,048,729

Chief Financial Officer and Chief Operating Officer 2024 418,654 — 185,100 3,800 607,554

2023 80,000 — 443,267 — 523,267

Cabrera 2025 460,000 257,500 152,732 117,141 987,373

Chief Administrative Officer and Chief Legal and Compliance Officer 2024 431,788 — 139,500 4,534 575,822

2023 391,731 — 307,217 7,619 706,567

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(1) Payments shown include QIP payouts earned in Fiscal 2024 based on attainment of the minimum operating expense target, but not paid until Fiscal 2025, in the amount of $218,750 for Mr.

Lerner, $56,250 for Mr.

Gianella, and $57,500 for Mr.

In addition, the company paid retention bonus payments in the following amounts:

$250,000 to Mr.

Lerner, $200,000 to Mr.

Gianella and $200,000 to Mr.

(2) The amounts reported were computed in accordance with ASC 718, excluding the effects of estimated forfeitures.

Common Stock to this Annual Report regarding assumptions underlying valuing equity awards.

(3) All Other Compensation includes reimbursement for tax planning services, imputed income attributed to certain voluntary benefit plan elections, and employer contributions to health savings accounts.In addition, the company made tax gross up payments in connection with retention bonuses in the following amounts:

$107,640 to Mr.

Lerner, $112,862 to Mr.

Gianella and $112,461 to Mr.

Narrative to Summary Compensation Table

Each year, the LCC reviews Quantum’s executive compensation philosophy to pay for performance.

We focus on maintaining a competitive total compensation program that rewards our executives for delivering results and long-term shareholder value.

That philosophy is founded on four guiding principles designed to:

• Attract and Retain :

top talent and compete against our peer companies.

desired behaviors that allow our team to drive Company success.

achieving the Company’s short-and long-term objectives.

executive and stockholder interests to drive long-term value.

Compensation Elements

We offer our named executive officers a target total direct compensation package that includes both fixed and variable compensation and emphasizes annual cash and long-term equity incentives, in a manner that is consistent with our compensation philosophy and objectives.

The primary elements of our executive compensation program consist of:

• Annual Base Salary :

as a fixed compensation element intended to competitively attract and retain executive talent.

• Target Variable Cash :

via annual cash-based incentives structured to reward annual financial and operating goals and paid based on Company and individual performance.

• Long-Term Equity Grants :

Consisting of both time- and performance based restricted stock units used to attract and retain executives while creating long-term shareholder value.

Fiscal 2025 Annual Base Salary

Named executive officer base salaries in Fiscal 2025 were:

Name Fiscal 2025 Ending Salary

Lerner $ 700,000

Cabrera $ 460,000

Gianella’s salary was increased in Fiscal 2025 from $450,000 to $475,000 to recognize his promotion from Chief Financial Officer to Chief Financial Officer and Operating Officer.

Fiscal 2025 Quantum Incentive Plan

The Quantum Incentive Plan (QIP) is the Company’s short-term incentive bonus program, structured to competitively compensate our executive officers for achieving preestablished corporate performance goals.

The LCC annually selects financial performance metrics that include minimum, threshold, target, and maximum levels of performance that serve as the bonus structure for the year and must be achieved to fund the plan.

The LCC also ensures that the QIP metrics align with our pay-for-performance philosophy.

Each of our named executive officers had an annual bonus target for Fiscal 2025 expressed as a percentage of his base salary as follows:

Name Fiscal 2025 Target Bonus Target Bonus as % of Base Salary

Lerner $ 875,000 125%

Gianella $ 237,500 50%

Cabrera $ 230,000 50%

The LCC determined that a single metric of Adjusted EBITDA was appropriate to align our named executive officers’ interests on the Company’s concerted efforts to increase profitability.

The Fiscal 2025 QIP financial performance metrics approved by the LCC are described below:

Payout Level Fiscal Target Performance Result

Minimum Goal (25%) Payout $ 12.5 million Not Satisfied

Threshold Goal (50%) Payout $ 13.5 million Not Satisfied

Target Goal (100%) Payout $ 15.0 million Not Satisfied

Maximum Goal (200% Payout) $ 23.5 million Not Satisfied

None of the performance metric target levels were achieved, and therefore no bonuses were paid under the Quantum Incentive Plan in Fiscal 2025.

Fiscal 2025 Equity Awards

Generally speaking, annual refresh equity grants for our executive officers have consisted of 50% time-based restricted stock units (RSUs) and 50% performance-based RSUs (PSUs).

Both RSU and PSU grants typically include three-year vesting schedules, subject to satisfying pre-established performance goals and maintaining ongoing employment.

Infrequently, certain PSU grants may employ shorter vesting schedules or performance periods (but not less than one year), depending on the relevant performance target and the LCC’s intent in incentivizing named executive officers to deliver certain results.

The LCC approved the following Fiscal 2025 equity awards for each of our named executive officers, and the independent members of the Board subsequently approved the following equity award for Mr.

Lerner, based on the LCC’s recommendation.

Name Time-Based Restricted Stock Unit Awards (#) Performance-Based Restricted Stock Unit Awards (#)

Lerner 18,750 18,750

Gianella 17,750 17,750

Cabrera 13,750 13,750

The Fiscal 2025 RSUs are scheduled to vest in equal installments on each grant date anniversary, with full vesting after three years, subject to continued employment as of each vesting date.

The Fiscal 2025 PSUs are subject to achievement of the following performance metrics and time-based vesting requirements:

• Adjusted EBITDA of $12.0 million, with a performance period of one year, and time-based vesting over two years from the grant date.

• Total Myriad revenue of $10.0 million by March 31, 2026, and subject to time-based vesting over two years from the grant date.

The LCC considered the Company’s fiscal year 2023 and Fiscal 2024 financial performance and executive compensation plans when setting the Fiscal 2025 PSU metrics, seeking to make them challenging yet achievable, but aligned to the Company’s strategic objectives.

The Adjusted EBITDA and Myriad sales PSU metrics were included in Fiscal 2025 as they reflected key areas of Fiscal 2025 improvement focus and aligned executive compensation interests with the Company’s performance and shareholder interests.

A two-year vesting period for the Myriad PSU metric was determined to be appropriate in recognition of the multi-year development process leading to the launch of the Myriad product.

The same two-year time-based vesting schedule was approved for the Adjusted EBITDA metric in order to encourage named executive officer retention in addition to Fiscal 2025 performance.

The LCC believed it was appropriate to use Adjusted EBITDA metrics for both QIP and PSU targets given focused shareholder discussions regarding the importance of improving Adjusted EBITDA performance in Fiscal 2025.

The $12.0 million Adjusted EBITDA target was not achieved, and therefore such portion of the PSU awards were cancelled.

Fiscal 2024 and 2025 Retention Bonuses

Because of the Company’s significant concern about retaining key executive officers, the LCC approved certain retention bonuses for each of Messrs.

Lerner, Gianella, and Cabrera for Fiscal 2024 and again in Fiscal 2025.

In April 2024, each of the named executive officers entered into retention agreements with the Company to receive the following retention bonuses, to be paid in equal installments in April and October 2024:

$250,000 for Mr.

Lerner, $200,000 for Mr.

Gianella and $200,000 for Mr.

Such bonuses were subject to clawback if the executive voluntarily resigned or was terminated for misconduct prior March 31, 2025.

The agreements also included a gross up for withholding taxes.

Subsequently in November 2024, each of the named executive officers entered into supplemental retention agreements with the Company to receive the following retention bonuses, to be paid in equal installments in April and July 2025:

$300,000 for Mr.

Lerner, and $200,000 for each of Mr.

Gianella and Mr.

Such bonuses were subject to clawback if the executive resigned or was terminated for cause prior to July 1, 2025, and also provided for accelerated payment on a change of control of Quantum prior to July 1, 2025, subject to continued employment through such transaction and the execution of a general release of claims.

The agreements also included a gross up for withholding taxes.

Perquisites and Other Benefits

We offer health, welfare, and other benefit programs to substantially all full-time employees.

The health and welfare benefits offered to our executive officers are identical to those offered to other full-time employees.

All U.S.-based employees, including our executive officers, are also eligible to participate in Quantum’s tax-qualified 401(k) Savings Plan.

Participants may defer cash compensation up to statutory IRS limits and may receive a discretionary matching contribution.

We also maintain a non-qualified deferred compensation plan that enables select employees, including our executive officers, to defer a portion of their base salary and annual bonus payouts, and associated federal and state income taxes.

Plan participants direct the deemed investment of their deferred accounts among a preselected group of investment funds which excludes shares of Quantum common stock.

None of our executive officers participated in this plan in Fiscal 2025.

We offer Company-paid tax preparation services to our executive officers and non-executive vice presidents.

We believe these perquisites are limited and reasonable given the executive officers' responsibilities.

Except for these items and the non-qualified deferred compensation plan discussed above, we do not provide any other perquisites or personal benefits to our executive officers that are not available to all other full-time employees.

Outstanding Equity Awards at Fiscal 2025 Year End

The following table provides information regarding outstanding restricted stock unit awards held by our named executive officers as of March 31, 2025.

There were no outstanding stock options held by our named executive officers at that time.

Equity Incentive Plan Awards

Name Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($)(15) Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) Market Value or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(15)

Lerner 10,000 (1)

Gianella 2,916 (6)

Cabrera 250 (1)

__________________

(1) Unearned PSUs granted 10/1/21 subject to satisfying performance criteria and continued employment.

(2) Granted 7/1/22 and vests annually over three years beginning with the grant date, subject to continued employment.

(3) Unearned PSUs granted 7/1/22 subject to satisfying performance criteria and continued employment.

(4) Granted 1/1/24 and vests annually over three years beginning with the grant date, subject to continued employment.

(5) Unearned PSUs granted 1/1/24 subject to satisfying performance criteria and continued employment.

(6) Granted 2/1/23 and vests annually over the three years beginning with the grant date, subject to continued employment.

(7) Unearned PSUs granted 2/1/23 subject to satisfying performance criteria and continued employment.

(8) Granted 9/1/23 and vests annually over three years beginning with the grant date, subject to continued employment.

(9) Unearned PSUs granted 9/1/23 subject to satisfying performance criteria and continue employment.

(10) Unearned PSUs granted 11/1/21 subject to satisfying performance criteria and continued employment.

(11) Granted 11/1/22 and vests annually over three years beginning with the grant date, subject to continued employment.

(12) Unearned PSUs granted 11/1/22 subject to satisfying performance criteria and continued employment.

(13) Granted 10/1/24 and vests annually over three years beginning with the grant date, subject to continued employment.

(14) Unearned PSUs granted 10/1/2024 subject to satisfying performance criteria and continued employment.

(15) Market value calculated by multiplying the number of units shown in the table by $14.38, the closing stock price value on March 31, 2025.

Potential Payments Upon Termination or Change in Control

We maintained employment agreements with all of our named executive officers in Fiscal 2025.

Each named executive officer is employed at will and is subject to certain restrictive covenants regarding confidentiality, invention assignment, non-solicitation, and non-disparagement.

Those agreements provided for certain severance benefits in the event of a qualifying termination of employment not associated with a change of control of the Company.

We also maintained change of control agreements with all of our named executive officers in Fiscal 2025.

Such severance benefits are subject to the executive entering into a release of claims in favor of the Company.

These benefits are summarized in the following table.

CEO Named Executive Officers Excluding CEO

Involuntary Terminations in Connection with a Change of Control

Total Cash 1.5x Salary + 1.5x Target Bonus 1.0x Salary + 1.0x Target Bonus

Equity • Any outstanding stock-based compensation held as of the termination date and not subject to performance criteria automatically vests.

• Any stock-based compensation subject to performance criteria based on the Company’s stock price, whether absolute or relative shall be deemed earned based on the actual stock price performance through the close of the change of control transaction.

• Any stock-based compensation subject to performance criteria not based on the Company’s stock price will be deemed satisfied at target levels.

COBRA If elected, Quantum will reimburse COBRA premiums for up to:

• 18 months for the CEO;

• 12 months for other executives

following the involuntary termination date or until the employee or eligible dependents are no longer eligible to receive continued COBRA coverage.

Involuntary Terminations Outside of a Change of Control

Total Cash Lump sum cash payment equivalent to 12 months of the annual base salary Lump sum cash payment equivalent to 6 months of the annual base salary

Equity No accelerated vesting No accelerated vesting

COBRA Reimbursement of up to 12 months’ COBRA premiums Reimbursement of up to 6 months’ COBRA premiums

In addition, on March 28, 2025, the Company entered into a letter agreement with Mr.

Gianella that provided certain amended severance rights in connection with his termination of employment from Quantum.

Pursuant to the letter agreement, upon execution of a definitive agreement providing for a certain qualifying transaction within 90 days of the execution of the letter agreement and an involuntary termination of Mr.

Gianella following such date, Mr.

Gianella was entitled to receive severance benefits and payments consisting of:

• a lump sum cash payment equal to 12 months of Mr.

Gianella’s then-current base salary;

• payment of previously awarded retention bonuses equal to an aggregate of $310,854, to the extent not previously paid;

• vesting of certain time-based restricted stock units;

• continued health care coverage under COBRA for 12 months.

Such payments and benefits became payable on April 14, 2025.

Equity Grant Practices

The Company has not granted stock options for many years.

However, in order to incentivize Company growth and performance, the Company expects to grant stock options in fiscal year 2026 (Fiscal 2026) to Mr.

Meyrath as part of his new hire equity package, and we may grant stock options to executives and other employees in the future.

Although we do not have a formal policy with respect to the timing of grant of equity awards, our typical practice is to grant a single annual refresh grant.

New hire, promotion, and hoc grants may also be made throughout the year.

The decision to issue stock options or other equity awards to any employee is subject to review and approval by the LCC.

Any potential option grants to our CEO would also require approval by the Board.

Equity awards are typically approved effective the first day of the month following LCC or Board approval (as applicable).

We do not take material nonpublic information into account when determining the grant timing or terms of such awards.

In addition, we do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purposes of affecting the value of executive compensation.

Recovery Analysis Regarding Erroneously Awarded Compensation

In November 2023, the Company previously determined that it was necessary to re-evaluate its application of standalone selling price under Topic 606, and in May 2024 the Company was required to prepare an accounting restatement to correct certain errors in revenue recognition for the fiscal years ended March 31, 2023 and March 31, 2022 and the fiscal quarter ended June 30, 2023 (the “Prior Restatement”).

In addition, as discussed in more detail in this Annual Report, the Company has determined that it is necessary to prepare a restatement for the fiscal quarter ended December 31, 2024 to address inconsistencies in service and subscription revenue recognition and to adjust the standalone selling price under Topic 606.

Collectively, these are referred to below as the “Restatements.”

In light of the Restatements and pursuant to our recovery policy adopted under Rule 10D of the Exchange Act and Item 402(w) of Regulation S‑K, the Company performed a recovery analysis to determine whether any current and former executive officers who are, or were at any time, during the relevant clawback period, executive officers as defined in Rule 10D-1(d) of the Exchange Act (“covered executives”) are required to repay or forfeit any incentive-based compensation that was calculated based on the erroneous data in the Company’s original financial statements prior to the Restatements.

As discussed in more detail below, the LCC concluded that no recovery was required from covered executives because no incentive compensation had been earned or paid to covered executives based on the pre-restatement financials.

During the relevant clawback period, the Company offered two types of incentive-based compensation to covered executives that are based wholly or in part upon the attainment of a financial reporting measure based on or derived from financial information:

(i) an annual incentive cash bonus program;

and (ii) annual grants of PSUs that vest upon the achievement of certain financial and non-financial performance targets and continued service requirements.

None of the covered executives received annual incentive cash bonuses for the fiscal years ended March 31, 2025, March 31, 2023 and March 31, 2022.

While covered executives received incentive bonus payouts for the fiscal year ended March 31, 2024, the performance targets for fiscal 2024 were solely based on achievement of non-GAAP operating expense targets, and such metrics were unaffected by the Restatements.

The only PSUs that were earned during the relevant clawback period were based on achievement in fiscal 2024 and fiscal 2023 of non-GAAP gross margin metrics.

In the case of the fiscal 2024 PSU awards, certification of achievement of the relevant financial metric occurred after the completion of the Prior Restatement.

In the case of the fiscal 2023 PSUs, the LCC determined, in consultation with management, that post-restatement such metric would still have been achieved.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is incorporated by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our definitive Proxy Statement for our 2024 annual stockholders’ meeting.

Equity Compensation Plan Information

The table below presents information relating to compensation plans under which we may issue shares of our common stock, as of August 1, 2025.

Number of Shares to be Issued Upon Exercise of Outstanding Stock Options and Settlement of Outstanding Restricted Stock Options (1)

Weighted-Average Exercise Price of Outstanding Options Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Plan Category (a) (b) (c)

Equity Compensation Plans Approved by Shareholders (2)

286,925 — 497,981 3

Equity Compensation Plans Not Approved by Shareholders (4)

Total 286,925 — 537,610

__________________

(1) Consists of 210,759 shares issuable upon settlement of RSUs that are not subject to performance conditions and 76,166 shares issuable upon settlement of performance-based RSUs, in each case outstanding as of August 1, 2025.

These performance-based RSUs are presented at target.

(2) Includes awards outstanding under the 2012 Equity Incentive Plan and the 2023 Equity Incentive Plan.

The 2012 plan is closed to new grants;

any cancellations of its outstanding awards will return to the 2023 plan’s share reserve.

(3) Consists of 293,598 shares available under the 2023 Equity Incentive Plan (net of 379,641 shares reserved for outstanding awards under the closed 2012 plan) and 204,383 shares available under the Employee Stock Purchase Plan as of August 1, 2025.

(4) Represents the 2021 Inducement Plan, adopted without shareholder approval in reliance on the stock exchange inducement grant exception.

As of August 1, 2025 there were no inducement awards outstanding and 39,629 shares remained available for future inducement grants.

There are no stock options outstanding as of August 1, 2025.

Security Ownership of Certain Beneficial Owners and Management

The table that follows sets forth as of August 1, 2025, certain information regarding the beneficial ownership of the Company’s common stock by:

• Each person the Company knows to beneficially own more than five percent of the outstanding shares of common stock.

• Each of the Company’s current directors and director nominees.

• Each of the Fiscal 2025 named executive officers.

• All current directors and officers as a group.

Unless otherwise indicated, the business address for the beneficial owners listed below is 10770 E.

Briarwood Avenue, Centennial, Colorado, 80112.

Name and Address Number of Shares Beneficially Owned (1)

Percent of Class (2)

Shares Outstanding at August 1, 2025:

There were no shareholders who held 5% or more of the Company’s outstanding common stock as of August 1, 2025.

Directors and Named Executive Officers:

Jaworski 27,675 *

Hugues Meyrath 27,675 *

Tracy 15,000 *

Yue Zhou (Emily) White 29,139 *

All Current Directors and Officers as a Group (8 Holders)

__________________

(1) Except pursuant to applicable community property laws or as indicated in the footnotes to this table, to the Company’s knowledge, each shareholder identified in the table possesses sole voting and investment power with respect to all shares of common stock shown as beneficially owned by the shareholder.

(2) Applicable percentage is based 13,319,249 shares of common stock outstanding as of August 1, 2025.

Beneficial ownership is determined in accordance with SEC rules, based on factors including voting and share investment power.

*Represents beneficial ownership of less than 1%.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated by reference from the section entitled “Board of Directors and Committees—Board Meetings and Independence,” and “Board Committee Reports and Related Information—Related Party Transactions” in our definitive Proxy Statement for our 2024 annual stockholders’ meeting.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 is incorporated by reference from the section entitled “Board Committee Reports and Related Information—Independent Registered Public Accounting Firm” in our definitive Proxy Statement for our 2024 annual stockholders’ meeting.

Board Meetings and Independence

Board Meeting Attendance

The Board met a total of 34 times in Fiscal 2025.

All Board members during Fiscal 2025 other than Ms.

White attended at least 75% of the Board and Committee meetings for which they were eligible to attend, which is the expectation outlined in our Corporate Governance Principles.

White’s ability to join at least 75% of the meetings she was eligible to attend was atypically impacted by unusually high number of meetings, her job change, and significant work-related international travel.

The Board anticipates that Ms.

White will have increased ability to attend meetings in Fiscal 2026, as she had in prior years.

Each of the directors nominated for election at our 2024 annual meeting of shareholders, other than Mr.

Neumeyer and Ms.

White, who had unavoidable business conflicts, attended that meeting.

Director Independence

The Board has determined that all current members other than Mr.

Meyrath are independent directors as defined under the rules of the Nasdaq Stock Market LLC (Nasdaq).

We also exceed Nasdaq listing standards by requiring approximately 75% of our Board to be comprised of independent directors.

Our independent directors meet in executive session, without employee directors, at least as often as each regularly scheduled quarterly Board meeting.

The independent directors are also empowered to request reporting from any employee during the executive session, including audit and compliance personnel.

Leadership Structure

Quantum’s Board is committed to strong, independent Board leadership and oversight of management’s performance.

The Board determines the Chair assignment, from time to time and in its business judgement after considering relevant factors, including Quantum’s needs and our shareholders’ best interests.

Meyrath’s appointment as President and Chief Executive Officer on June 2, 2025, the Board determined it would be appropriate and strengthen the Company’s corporate governance to separate the roles of Board Chair and CEO.

Following a thorough evaluation, the Board determined that Mr.

Jaworski, who previously served as Lead Independent Director, should assume the role of Chairman of the Board.

The Board believes this structure promotes implementing accountability for the Company’s performance.

The Chair focuses on effectively leading and managing the Board, with responsibilities described in more detail in our Corporate Governance Principles available on the investor relations section of our website at www.investors.quantum.com.

Related Party Transactions

Quantum is or may be a party to individual and repeating or similar transactions since the beginning of Fiscal 2025, in which:

• The amounts involved exceeded or may exceed the lesser of $120,000 and 1% of the average of our total assets at the year-end for the last two completed fiscal years;

• Certain related parties had or will have a direct or indirect material interest.

The Audit Committee has the primary responsibility for reviewing and approving these transactions (Related Party Transactions).

We have adopted a formal written policy providing that we may not enter into a Related Party Transaction without the Audit Committee’s consent.

Related parties include:

• Executive officers.

• Directors or director nominees.

• Beneficial owners of more than 5% of our common stock.

• Immediate family members or household occupants of the people just identified.

• Any entity in which any of them are employed, a general partner or principal, or has a 5% or greater beneficial interest.

In approving or rejecting any Related Party Transaction, the Audit Committee identifies and considers relevant and available facts and circumstances, including:

• Whether the transaction terms are no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances.

• The extent of the related party’s interest in the transaction.

The Audit Committee has determined that certain transactions will be considered preapproved, even if the value exceeds $120,000, when they involve:

• Executive officer employment agreements.

• Director compensation.

• Transactions generally available to all employees.

• All holders of common stock receiving the same benefits on a pro-rata basis.

Quantum’s Fiscal 2025 Related Party Transactions, to the extent they currently exist or are otherwise planned, are described below.

Employment and Indemnification Agreements

We have entered into employment agreements with certain of our current executive officers, described in Change of Control Severance Policy, Employment Agreements, and Severance Agreements.

We have also executed indemnification agreements with certain of our current and former directors and officers.

Those agreements, along with our Restated Certificate and Bylaws, require us to indemnify our directors and officers to the fullest extent permitted by Delaware law, subject to applicable exclusions described in those documents.

Equity Award Grants to Directors and Executive Officers

We have granted RSUs and PSUs as described under Corporate Governance, Executive Compensation Summary, and Fiscal 2025 Compensation Tables.

Debt Refinancing

The June 2023 Amendment and the June 2023 Warrants were entered into with and issued to certain entities managed by PIMCO which is considered a related party due to the fact that Christopher D.

Neumeyer was a member of the Company's Board of Directors from August 2022 until March 2025, and also an executive vice president and portfolio manager at PIMCO.

The Audit Committee and the Company analyzed the transaction’s independence and fairness.

Neumeyer recused himself from the Board’s approval of the refinancing.

Other Transactions

Other than as explained above, since April 1, 2024, we have not entered into any Related Party Transactions, nor are any currently proposed.

We believe the terms of the transactions described above were comparable to those we could have obtained in arm’s-length negotiations with unrelated third parties.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Registered Public Accounting Firm Fees and Services

The following table details the fees billed by Grant Thornton LLP for Fiscal 2025 and Fiscal 2024, including out of pocket expenses.

Fees paid to Grant Thornton LLP

Fiscal 2025 Fiscal 2024

Audit fees $ 2,969,900 $ 3,296,540

Audit-related fees 477,000 —

Other fees — —

Total $ 3,446,900 $ 3,296,540

Audit fees include the aggregate fees incurred for auditing Quantum’s annual consolidated financial statements and reviewing the quarterly consolidated financial statements included in Quantum’s Quarterly Reports on Form 10-Q.

In Fiscal 2025 and Fiscal 2024, Grant Thornton LLP audit fees include charges billed in Grant Thornton LLP’s capacity as the independent external auditor for Quantum’s subsidiary companies located in Malaysia.

Audit-Related Fees

Audit-related fees include the aggregate fees incurred for Grant Thornton LLP’s work related to our Fiscal 2025 filings of Registration Statements on Form S-1 and Form S-8.

Preapproval Policies and Procedures

The Audit Committee annually preapproves, on a general approval schedule, appropriate audit, audit-related, and tax services the Firm may perform for Quantum, in accordance with its policy and applicable legal requirements.

The Audit Committee preapproved all Fiscal 2025 services to avoid potential conflicts of interest that could arise if the Company received specified non-audit services from the Firm.

The Audit Committee reviews and makes changes to the services listed on the general approval schedule annually and as otherwise necessary from time to time.

The Company must notify the Audit Committee when the Firm performs services expected to require more than ten billable hours of the Firm’s senior partner or equivalent time.

The Company must also obtain specific engagement preapproval from the Audit Committee for all services to be performed by the Firm that are not specified on the general approval schedule.

The Audit Committee receives all notices and requests regarding the Firm’s performance of services for the Company.

The Audit Committee believes the Firm’s provision of services described above is compatible with maintaining the Firm’s independence from the Company.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

11 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of the Company, as amended through August 26, 2024

10-K 06/06/23 3.1

3.2 Amended and Restated Bylaws of the Company, as amended through February 8, 2016

3.2 Amended and Restated Bylaws of the Company, as amended through June 12, 2025

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

4 unchanged sentences

8-K 12/28/18 4.1

4.4 Warrant to Purchase Common Stock dated December 27, 2018 issued to BTC Holdings Fund I, LLC

8-K 12/28/18 4.2

4.4 Warrant Agreement dated June 16, 2020 by and between the Company and Armory Securities, LLC

4 unchanged sentences

4.6 Warrant to Purchase Common Stock dated June 16, 2020, Warrant No.

B-2, issued to Blue Torch Credit Opportunities Fund I LP

8-K 06/17/20 4.2

4.8 Warrant to Purchase Common Stock dated June 16, 2020, Warrant No.

B-3, issued to BTC Holdings SC Fund LLC

7 unchanged sentences

8-K 12/14/20 4.1

4.12 Warrant to Purchase Common Stock, dated June 1, 2023, Warrant No.

4.10 Form of Warrant to purchase Common Stock, dated May 24, 2024

4.11 Warrants to Purchase Common Stock, dated May 2 4, 2024, issued to OC III LVS XL LP

4.12 Warrant to Purchase Common Stock dated July 11, 2024, Warrant No.

2024-7, issued to Blue Torch Credit Opportunities KRS Fund LP

4.13 Warrant to Purchase Common Stock dated July 11, 2024, Warrant No.

2024-8, issued to Blue Torch Offshore Credit Opportunities Master Fund II LP

4.14 Warrant to Purchase Common Stock dated July 11, 2024, Warrant No.

2024-9, issued to Blue Torch Credit Opportunities SBAF Fund LP

4.15 Warrant to Purchase Common Stock dated July 11, 2024, Warrant No.

2024-10, issued to BTC Holdings SC Fund LLC

4.16 Warrant to Purchase Common Stock dated July 11, 2024, Warrant No.

2024-11, issued to Blue Torch Credit Opportunities Fund II LP

4.17 Form of Warrant to Purchase Common Stock dated August 13, 2024 issued to certain funds affiliated with Blue Torch Credit

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith

4.18 Warrant to Purchase Common Stock dated August 13, 2024, Warrant No.

2024-18, issued to OC III LVS XL LP

8-K 06/06/23 4.1

4.19 Amended and Restated Warrant to Purchase Common Stock dated June 1, 2023 (as amended and restated on August 13, 2024), Warrant No.

2023-2, issued to OC III LVS XL LP

4.20 Amended and Restated Warrant to Purchase Common Stock dated May 24, 2024 (as amended and restated on August 13, 2024), Warrant No.

2024-7, issued to OC III LVS XL LP

4.21 Amended and Restated Warrant to Purchase Common Stock dated July 10, 2024 (as amended and restated on August 13, 2024), Warrant No.

2024-12, issued to OC III LVS XL LP

4.22 Amended and Restated Warrant to Purchase Common Stock dated December 27, 2018 (as amended and restated on August 13, 2024), Warrant No.

2, issued to BTC Holdings Fund I, LLC

4.23 Form of Amended and Restated Warrant to Purchase Common Stock dated June 16, 2020 (as amended and restated on August 13, 2024) issued to certain funds affiliated with Blue Torch Credit

4.24 Form of Amended and Restated Warrant to Purchase Common Stock dated May 24, 2024 (as amended and restated on August 13, 2024) issued to certain funds affiliated with Blue Torch Credit

4.25 Form of Amended and Restated Warrant to Purchase Common Stock dated July 10, 2024 (as amended and restated on August 13, 2024) issued to certain funds affiliated with Blue Torch Credit

4.26 Warrant Agreement dated June 1, 2023 by and between the Company and Armory Securities, LLC

01/27/25 4.29

10.1 Lease Agreement dated February 6, 2006 by and between the Company and CS/Federal Drive AB LLC (For Building A)

5 unchanged sentences

10.4# Form of Amended and Restated Director Change of Control Agreement by and between the Company and the Directors (other than the CEO)

8-K 05/10/11 10.2

10.5# Form of Amended and Restated Change of Control Agreement by and between the Company and each of the Company’s Executive Officers

10-Q 11/06/15 10.2

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith

F orm of Change of Control Agreement by and between the Company and the Company's Chief Executive Officer

Offer Letter dated May 1, 2017 by and between the Company and Marc Rothman

14 unchanged sentences

8-K 06/17/20 10.2

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith

10.15 Fourth Amendment dated December 10, 2020 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association

14 unchanged sentences

8-K 11/13/23 10.2

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith

10.23 Eleventh Amendment and Waiver dated February 14, 2024 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank National Association

2 unchanged sentences

8-K 03/25/24 10.2

10.25 Thirteenth Amendment dated May 15, 2024 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank National Association

10.26 Fourteenth Amendment dated May 24, 2024 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank National Association

05/29/24 10.2

10.27 Fifteenth Amendment dated July 11, 2024 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association

07/12/24 10.2

10.28 Sixteenth Amendment dated August 13, 2024 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association

08/14/24 10.2

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith

10.29 Seventeenth Amendment dated October 28, 2024 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association

02/12/25 10.2

10.30 Eighteenth Amendment dated November 25, 2024 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association

02/12/25 10.3

10.31 N ineteenth Amendment and Waiver to Amended and Restated Revolving Credit and Security Agreement, dated as of January 27, 2025, by and among the Company, Quantum LTO Holdings, LLC, the other borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as agent.

01/27/25 10.3

10.32 Stipulation and Agreement of Settlement entered into on April 11, 2019

14 unchanged sentences

10-K 06/24/20 10.6

10.32# Quantum Corporation 2023 Long-Term Incentive Plan Agreement

Quantum Corporation 2023 Long-Term Incentive Plan, as amended through June 27, 2024

09/16/24 99.1

Quantum Corporation Employee Stock Purchase Plan Agreement, as amended and restated on July 25, 2023

10.34# 2021 Inducement Plan

06/28/24 10.33

Quantum Corporation 2021 Inducement Plan

S-8 02/01/21 10.1

Amendment No.

1 to 2021 Inducement Plan

1 to Quantum Corporation 2021 Inducement Plan

10-K 06/06/23 10.30

13 unchanged sentences

8-K 02/20/24 10.1

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith

10.51 Sixth Amendment dated March 22, 2024 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC

8-K 03/25/24 10.1

10.52 Seventh Amendment and Waiver dated May 15, 2024 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC

10.53 Eighth Amendment and Waiver dated May 24, 2024 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC

8-K 05/29/24 10.1

10.54 Ninth Amendment dated July 11, 2024 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC

8-K 07/12/24 10.1

10.55 Tenth Amendment dated August 13, 2024 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC

8-K 08/14/24 10.1

10.56 Eleventh Amendment dated October 28, 2024 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC

02/12/25 10.1

10.57 Twelfth Amendment and Waiver to Term Loan Credit and Security Agreement, dated as of January 27, 2025, by and among the Company, Quantum LTO Holdings, LLC, the other borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC, as disbursing agent and collateral agent.

8-K 01/27/25 10.2

10.58 Standby Equity Purchase Agreement, dated January 25, 2025, by and between Quantum Corporation and YA II PN, Ltd.

8-K 01/27/25 10.1

Director Offer Letter dated September 16, 2022 by and between the Company and Don Jaworski

8-K 09/28/22 10.1

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith

Director Offer Letter dated September 16, 2022 by and between the Company and Hugues Meyrath

8 unchanged sentences

Offer Letter dated November 9, 2023 by and between the Company and Henk Jan Spanjaard

16.1 Letter from Armanino LLP dated July 27, 2023.

8-K 07/27/23 16.1

16.2 Letter from Armanino LLP dated August 21, 2023

8-K 08/21/23 16.1

06/28/24 10.49

Director Offer Letter dated June 6, 2024 by and between the Company and Todd W.

06/10/24 10.1

Director Offer Letter dated June 12, 2024 by and between the Company and John R.

06/18/24 10.1

19.1 Insider Trading Policy

21.1 List of Subsidiaries

10-K 06/24/20 21.1

23.1 Consent of Grant Thornton LLP

23.2 Consent of Armanino, LLP

24.1 Power of Attorney (contained on the signature page hereof)

5 unchanged sentences

Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

97.1 Quantum Corporation Executive Compensation Recoupment Policy

101.INS XBRL Instance Document X

101.SCH XBRL Taxonomy Extension Schema Document X

Incorporated by Reference

Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X

9 unchanged sentences

Quantum Corporation

June 28, 2024 /s/ Kenneth P.

(Date) Kenneth P.

Chief Financial Officer

August 26, 2025 /s/ Laura A.

(Date) Laura A.

Principal Financial and Accounting Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J.

Lerner, Kenneth P.

Gianella and Brian E.

Cabrera, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange mission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons in the capacities on June 28, 2024.

Signature Title

Lerner President, Chief Executive Officer and Chairman of the Board

Lerner (Principal Executive Officer)

/s/ Kenneth P.

Gianella Chief Financial Officer

Gianella (Principal Financial Officer)

/s/ Laura Nash Chief Accounting Officer

Laura Nash (Principal Accounting Officer)

Arden Director

/s/ Donald Jaworski Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hugues Meyrath and Laura A.

Nash, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange mission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons in the capacities on the dates indicated.

Signature Title Date

/s/ Hugues Meyrath President, Chief Executive Officer and Director

August 26, 2025

Hugues Meyrath (Principal Executive Officer)

Chief Accounting Officer August 26, 2025

(Principal Financial and Accounting Officer)

/s/ Donald Jaworski Chairman of the Board

August 26, 2025

Donald Jaworski

/s/ Hugues Meyrath Director

Hugues Meyrath

/s/ Christopher D.

Neumeyer Director

Christopher D.

Rothman Director

/s/ Yue Zhou White Director

Director August 26, 2025

/s/ Yue Zhou White Director August 26, 2025

Yue Zhou White

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures