Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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 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 for the periods presented in accordance with U.S. generally accepted accounting principles.
Management's Annual Report on Internal Control over Financial Reporting
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. 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, 2026, 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.
Management did not adequately design and implement effective control activities resulting in the identification of the following material weaknesses:
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Revenue Recognition
The Company did not maintain effective internal controls related to revenue recognition for the following:
1. Controls for reviewing and updating deferral schedules, which drive 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.
2. Controls over the accuracy of the inputs into the sales order entry process. Specifically, the Company did not execute the controls which cover the review of data inputs in the sales order entry process over a sufficient proportion of the total revenue recognized for the year. These data points include price, quantity, and related customer data.
3. Controls over the allocation of revenue to performance obligations on a standalone selling price basis. Specifically, the Company did not sufficiently document evidence of review of the calculations allocating revenue to performance obligations based on the standalone selling price under Topic 606.
Manufacturing Inventory
The Company did not maintain effective internal controls related to manufacturing inventory. Specifically, controls to reconcile physical inventory with our underlying system records were not adequately executed as of March 31, 2026.
Income taxes
The Company did not maintain effective internal controls over the review of the income tax provision for the year ended March 31, 2026. Management concluded that this deficiency constitutes a material weakness in our internal control over financial reporting. Nonetheless, we have concluded that this material weakness does not require a restatement of or change in our consolidated financial statements for any prior annual or interim period.
Control Environment
Based on the material weaknesses identified, 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 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. This conclusion is primarily driven by the material weaknesses identified during the year but also by other control weaknesses, which were identified in testing but did not rise to the level of material weaknesses.
While none of the material weaknesses resulted in material misstatements to our Consolidated Financial Statements, 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 has implemented and is implementing enhancements to address the identified material weaknesses.
Controls for reviewing and updating deferral schedules
Management has designed and is testing a process to automate the start and end date for the deferral schedule to align with the period over which service is delivered to the customer. We anticipate implementing this by the end of our second fiscal quarter.
Controls over the accuracy of the inputs into the sales order entry process.
Management is implementing tools to assist with automating the ingestion of the purchase order from the customer and, therefore, automating the review of data accuracy. We anticipate that manual review would still be required on an exception basis but the automation would allow the Company to increase the population reviewed to 100%. We anticipate implementing this by the end of our second fiscal quarter.
Controls over the allocation of revenue to performance obligations on a standalone selling price basis
In fiscal year 2025, and as noted in Part II, Item 9A of our Annual Report on Form 10-K for the year ended March 31, 2025, the Company implemented a new process for allocation of revenue on a standalone selling price basis,
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but the Company did not sufficiently execute controls over the review of that process. After the start of fiscal year 2026, management implemented a detailed review and documentation process for the allocation of revenue to performance obligations. However, because the detailed review and documentation process did not operate for the full fiscal year, management has concluded that the material weakness remains as of March 31, 2026.
Manufacturing Inventory
Management is implementing two concurrent workstreams to address this control weakness. First, management is working with third-party logistics partners to implement enhanced Electronic Data Interchange ("EDI") processes that will provide timely, automated updates to inventory movement records, directly supporting the accuracy of third-party logistics location reconciliations. Second, management is establishing a formal reconciliation cadence with defined ownership, frequency, and review sign-off requirements. To support consistent execution, management is conducting targeted training on inventory accounting principles with the Inventory Operations Team. These actions are targeted for completion by the end of the third fiscal quarter of fiscal year 2027.
Income taxes
Management is strengthening our income tax control by improving documentation standards, providing enhanced technical oversight and mandatory training for the tax provision reviewer. We anticipate implementing these processes by the end of our second fiscal quarter.
Control Environment
Management is addressing the staffing and monitoring deficiencies underlying this conclusion through targeted hiring to fill key financial reporting roles with appropriately qualified personnel, implementation of a formal monitoring program with defined escalation procedures, and deployment of automation tools to reduce manual control risk. These actions will be evaluated on an ongoing basis as the Company works to remediate the underlying material weaknesses.
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 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
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, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
(b) Trading Plans.
During the fiscal quarter ended March 31, 2026, 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).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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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,” and “Corporate Governance” in the proxy statement for our 2026 annual meeting of stockholders.
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 2026 annual meeting of stockholders and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from the sections entitled “Corporate Governance—Non-Employee Director Compensation,” “Executive Compensation,” and “Fiscal 2026 Compensation Tables” in the proxy statement for our 2026 annual meeting of stockholders.
ITEM 12. 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 the proxy statement for our 2026 annual meeting of stockholders.
ITEM 13. 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 the proxy statement for our 2026 annual meeting of stockholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is incorporated by reference from the captions entitled “Independent Registered Public Accounting Firm Fees and Services” and “Preapproval Policies and Procedures” in the proxy statement for our 2026 annual meeting of stockholders.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report
1. Financial Statements
Reference is made to the Index to Financial Statements of Quantum Corporation included in Item 8 of Part II of this report.
2. Financial Statement Schedules
All schedules have been omitted because they are not required, not applicable, or the required information is included in the financial statements or notes thereto.
3. Exhibits
See Item 15(b) below. Each management contract or compensatory plan or arrangement required to be filed has been identified.
Incorporated by Reference
Exhibit
Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith
3.1 Amended and Restated Certificate of Incorporation of the Company, as amended through August 26, 2024
S-1
01/27/25 3.1
3.2 Amended and Restated Bylaws of the Company, as amended through June 12, 2025
8-K
06/18/25 3.1
4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
X
4.2 Certificate of Designation of Rights, Preferences and Privileges of Series B Junior Participating Preferred Stock
S-3 10/09/03 4.7
4.3 Warrant to Purchase Common Stock dated December 27, 2018 issued to OC II FIE V LP
8-K 12/28/18 4.1
4.4 Warrant Agreement dated June 16, 2020 by and between the Company and Armory Securities, LLC
8-K 06/17/20 4.4
4.5 Warrant to Purchase Common Stock dated June 16, 2020, Warrant No. B-1, issued to OC II FIE V LP
8-K 06/17/20 4.1
4.6 Warrant to Purchase Common Stock dated June 16, 2020, Warrant No. B-3, issued to BTC Holdings SC Fund LLC
8-K 06/17/20 4.3
4.7 Amended and Restated Registration Rights Agreement dated June 16, 2020 by and among the Company, OC II FIE V LP, Blue Torch Credit Opportunities Fund I LP and BTC Holdings SC Fund LLC
8-K 06/17/20 4.5
4.8 Amendment No. 1 and Joinder to Amended and Restated Registration Rights Agreement, dated as of June 1, 2023, between the Company, OC II FIE V LP, Blue Torch Credit Opportunities Fund I LP, BTC Holdings SC Fund LLC and CO Finance LVS XVII LLC
8-K 06/06/23 4.2
4.9 Registration Rights Agreement dated December 12, 2020 by and between the Company and the securityholders of Square Box Systems Limited
8-K 12/14/20 4.1
4.10 Form of Warrant to purchase Common Stock, dated May 24, 2024
8-K
05/29/24 4.1
4.11 Warrants to Purchase Common Stock, dated May 24, 2024, issued to OC III LVS XL LP
8-K
05/29/24 4.2
4.12 Warrant to Purchase Common Stock dated July 11, 2024, Warrant No. 2024-7, issued to Blue Torch Credit Opportunities KRS Fund LP
8-K
07/12/24 4.2
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
8-K
07/12/24 4.3
4.14 Warrant to Purchase Common Stock dated July 11, 2024, Warrant No. 2024-9, issued to Blue Torch Credit Opportunities SBAF Fund LP
8-K
07/12/24 4.4
4.15 Warrant to Purchase Common Stock dated July 11, 2024, Warrant No. 2024-10, issued to BTC Holdings SC Fund LLC
8-K
07/12/24 4.5
4.16 Warrant to Purchase Common Stock dated July 11, 2024, Warrant No. 2024-11, issued to Blue Torch Credit Opportunities Fund II LP
8-K
07/12/24 4.6
4.17 Form of Warrant to Purchase Common Stock dated August 13, 2024 issued to certain funds affiliated with Blue Torch Credit
8-K
08/14/24 4.1
4.18 Warrant to Purchase Common Stock dated August 13, 2024, Warrant No. 2024-18, issued to OC III LVS XL LP
8-K
08/14/24 4.2
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Incorporated by Reference
Exhibit
Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith
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
8-K
08/14/24 4.3
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- 6 , issued to OC III LVS XL LP
8-K
08/14/24 4.4
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
8-K
08/14/24 4.5
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
8-K
08/14/24 4.6
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
8-K
08/14/24 4.7
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
8-K
08/14/24 4.8
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
8-K
08/14/24 4.9
4.26 Warrant Agreement dated June 1, 2023 by and between the Company and Armory Securities, LLC
S-1
01/27/25 4.29
4.27 Warrant to Purchase Common Stock dated September 23, 2025, issued to Dialectic Technology SPV LLC
8-K 09/23/25 4.1
4.28 Registration Rights Agreement dated September 23, 2025, by and between the Company and Dialectic Technology SPV LLC
8-K
09/23/25 4.2
4.29 Indenture (including form of 10.00% PIK Senior Secured Convertible Note due 2028) dated December 18, 2025, by and among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent
8-K
12/18/25 4.1
4.30 Registration Rights Agreement dated December 18, 2025, by and between the Company and Dialectic Technology SPV LLC
8-K 12/18/25 4.2
10.1 Lease Agreement dated February 6, 2006 by and between the Company and CS/Federal Drive AB LLC (For Building A)
8-K 02/10/06 10.2
10.2 Lease Agreement dated February 6, 2006 by and between the Company and CS/Federal Drive AB LLC (For Building B)
8-K 02/10/06 10.3
10.3# Form of Indemnification Agreement by and between the Company and the Named Executive Officers and Directors
8-K 09/28/22 10.3
10.4# Form of Amended and Restated Director Change of Control Agreement by and between the Company and the Directors (other than the CEO)
10-K 08/26/25 10.4
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-K
08/26/25 10.5
10.6# Form of Change of Control Agreement by and between the Company and the Company's Chief Executive Officer
10-K
08/26/25 10.6
10.7# Quantum Corporation Executive Officer Incentive Plan, restated as of August 23, 2017
8-K 08/24/17 10.2
10.8# Offer Letter dated June 22, 2018 by and between the Company and James J. Lerner
8-K 06/27/18 10.1
10.9# Change of Control Agreement dated June 22, 2018 by and between the Company and James J. Lerner
8-K 06/27/18 10.2
10.10 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
8-K 12/28/18 10.2
10.11 First Amendment dated April 3, 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
8-K 04/06/20 10.2
10.12 Second Amendment dated April 11, 2020 to the 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
8-K 04/16/20 10.3
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Incorporated by Reference
Exhibit
Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith
10.13 Third Amendment dated June 16, 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
8-K 06/17/20 10.2
10.14 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
8-K 12/14/20 10.2
10.15 Fifth Amendment dated February 5, 2021 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
10-K 06/08/22 10.30
10.16 Sixth Amendment dated August 5, 2021 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-K 06/08/22 10.31
10.17 Seventh Amendment dated September 30, 2021 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
8-K 10/06/21 10.1
10.18 Eighth Amendment dated March 15, 2022 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
8-K 03/17/22 10.3
10.19 Ninth Amendment dated April 25, 2022 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
8-K 04/27/22 10.1
10.20 Tenth Amendment dated June 1, 2023 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
8-K 06/06/23 10.2
10.21 Waiver dated November 13, 2023 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
8-K 11/13/23 10.2
10.22 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
8-K 02/20/24 10.2
10.23 Twelfth Amendment dated March 22, 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
8-K 03/25/24 10.2
10.24 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-K 08/26/25 10.25
10.25 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
8-K
05/29/24 10.2
10.26 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
8-K
07/12/24 10.2
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Incorporated by Reference
Exhibit
Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith
10.27 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
8-K
08/14/24 10.2
10.28 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
10-Q
02/12/25 10.2
10.29 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
10-Q
02/12/25 10.3
10.30 Nineteenth 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.
8-K
01/27/25 10.3
10.31 Stipulation and Agreement of Settlement entered into on April 11, 2019
8-K 05/31/19 99.2
10.32# Quantum Corporation 2012 Long-Term Incentive Plan Agreement, as amended and restated on November 13, 2019
8-K 11/18/19 10.1
10.33# Form of Restricted Stock Unit Agreement (US Employees) under the Quantum Corporation 2012 Long-Term Incentive Plan
10-K 06/24/20 10.2
10.34# Form of Market-Based Restricted Stock Unit Agreement (US Employees) under the Quantum Corporation 2012 Long-Term Incentive Plan
10-K 06/24/20 10.3
10.35# Form of Restricted Stock Unit Agreement (Non-US Employees) under the Quantum Corporation 2012 Long-Term Incentive Plan
10-K 06/24/20 10.4
10.36# Form of Restricted Stock (PSU) Unit Agreement (Non-US Employees) under the Quantum Corporation 2012 Long-Term Incentive Plan
10-K 06/24/20 10.5
10.37# Form of Restricted Stock Unit Agreement (Directors) under the Quantum Corporation 2012 Long-Term Incentive Plan
10-K 06/24/20 10.6
10.38# Quantum Corporation 2023 Long-Term Incentive Plan, as amended through O ctober 20, 2025
10-Q 02/17/26 10.1
10.39# Quantum Corporation Employee Stock Purchase Plan Agreement, as amended and restated on July 25, 2023
10-K
06/28/24 10.33
10.40# Quantum Corporation 2021 Inducement Plan
S-8 02/01/21 10.1
10.41# Amendment No. 1 to Quantum Corporation 2021 Inducement Plan , dated December 30, 2022
10-K 06/06/23 10.30
10.42# Amendment No. 2 to Quantum Corporation 2021 Inducement Plan, dated January 8, 2026
10-Q
02/17/26 10.2
10.43 Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC
8-K 08/05/21 10.1
10.44 First Amendment dated September 30, 2021 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC
8-K 10/06/21 10.2
10.45 Second Amendment dated March 15, 2022 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC
8-K 03/17/22 10.2
10.46 Third Amendment dated April 25, 2022 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC
8-K 04/27/22 10.2
10.47 Fourth Amendment dated June 1, 2023 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC.
8-K 06/06/23 10.1
10.48 Waiver dated November 10, 2023 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC.
8-K 11/13/23 10.1
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Incorporated by Reference
Exhibit
Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith
10.49 Fifth Amendment and Waiver dated February 14, 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 02/20/24 10.1
10.50 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
10.51 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-K 08/26/25 10.52
10.52 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
10.53 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
10.54 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
10.55 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
10-Q
02/12/25 10.1
10.56 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
10.57 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
10.58# Director Offer Letter dated September 16, 2022 by and between the Company and Don Jaworski
8-K 09/28/22 10.1
10.59# Director Offer Letter dated September 16, 2022 by and between the Company and Hugues Meyrath
8-K 09/28/22 10.2
10.60# Offer Letter dated December 15, 2022 by and between the Company and Kenneth P. Gianella
8-K 01/11/23 10.1
10.61# Offer Letter dated June 5, 2023 by and between the Company and Laura A. Nash
8-K 06/06/23 10.3
10.62# Offer Letter dated November 9, 2023 by and between the Company and Henk Jan Spanjaard
10-K
06/28/24 10.49
10.63# Director Offer Letter dated June 6, 2024 by and between the Company and Todd W. Arden
8-K
06/10/24 10.1
10.64# Director Offer Letter dated June 12, 2024 by and between the Company and John R. Tracy
8-K
06/18/24 10.1
10.65# Letter Agreement dated March 28, 2025 by and between the Company and Kenneth P. Gianella
8-K
04/03/25 10.1
10.66# Offer Letter dated April 9, 2025 by and between the Company and Lewis W. Moorehead
10-Q
09/11/25 10.1
10.67# Offer Letter dated April 10, 2025 by and between the Company and John A. Fichthorn
10-Q
09/11/25 10.2
10.68# Offer Letter dated June 12, 2025 by and between the Company and Hugues Meyrath
8-K
06/18/25 10.1
10.69# Change of Control Agreement dated June 12, 2025 by and between the Company and Hugues Meyrath
8-K
06/18/25 10.2
10.70# Offer Letter dated August 27, 2025 by and between the Company and James C. Clancy
8-K
08/28/25 10.1
10.71# Offer Letter dated August 27, 2025 by and between the Company and Tony J. Blevins
8-K
08/28/25 10.2
10.72# Offer Letter dated January 8, 2026 by and between the Company and William H. White
8-K
02/02/26 10.1
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Incorporated by Reference
Exhibit
Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith
10.73* Transaction Agreement dated September 23, 2025, by and among the Company, Dialectic Technology SPV LLC, OC III LVS XXXIII LP., and OC III LVS XL LP
8-K
09/23/25 10.1
10.74 Thirteenth Amendment to Term Loan Credit and Security Agreement dated May 5, 2025, by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Alter Domus (US) LLC, as disbursing agent and collateral agent
10-Q/A
09/23/25 10.6
10.75 Fourteenth Amendment to Term Loan Credit and Security Agreement dated June 12, 2025, by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Alter Domus (US) LLC, as disbursing agent and collateral agent
10-Q/A
09/23/25 10.7
10.76* Fifteenth Amendment to Term Loan Credit and Security Agreement dated September 23, 2025, by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Alter Domus (US) LLC, as disbursing agent and collateral agent
8-K
09/23/25 10.2
10.77* Agency Resignation, Appointment and Assumption Agreement dated April 21, 2025, by and among the Company, Blue Torch Finance LLC, Alter Domus (US) LLC, the loan parties thereto, and the lenders party thereto
10-Q/A 09/23/25 10.8
10.78# Settlement Agreement dated July 16, 2025 by and between Quantum Storage UK Ltd and H.J.W. Spanjaard
10-Q
11/13/25 10.5
10.79# Separation Agreement and General Release of Claims dated April 4, 2025, by and between the Company and Kenneth P. Gianella
X
10.80# Separation Agreement and General Release of Claims dated July 1, 2025, by and between the Company and James J. Lerner
X
10.81# Separation Agreement and General Release of Claims dated July 21, 2025, by and between the Company and Brian E. Cabrera
X
10.82# Separation Agreement and General Release of Claims dated August 20, 2025, by and between the Company and Lewis W. Moorehead
10-Q 11/13/25 10.6
16.1 Letter from Grant Thornton LLP dated October 6, 2025
8-K
10/06/25 16.1
19.1 Insider Trading Policy
10-K 08/26/25 19.1
21.1 L ist of S ubsidiaries
10-K 08/26/25 21.1
23.1 Consent of Cohn Reznick LLP
X
23.2 Consent of Grant Thornton LLP
X
24.1 Power of Attorney (contained on the signature page hereof)
X
31.1 Certification of the Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of the Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
X
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
X
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
X
97.1 Quantum Corporation Executive Compensation Recoupment Policy
10-Q
11/13/24 97
101.INS XBRL Instance Document X
101.SCH XBRL Taxonomy Extension Schema Document X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB XBRL Taxonomy Extension Label Linkbase Document X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X
* Schedules and attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and attachments upon request by the Securities and Exchange Commission.
# Indicates management contract or compensatory plan or arrangement.
94
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95
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ITEM 16. FORM 10-K SUMMARY
None.
96
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Quantum Corporation
(Registrant)
June 25, 2026 /s/ William H. White
(Date) William H. White
Principal Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hugues Meyrath, William H. White 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
June 25, 2026
Hugues Meyrath (Principal Executive Officer)
/s/ William H. White Chief Financial Officer June 25, 2026
William H. White (Principal Financial Officer)
/s/ Laura A. Nash
Chief Accounting Officer June 25, 2026
Laura A. Nash
(Principal Accounting Officer)
/s/ Donald Jaworski Chairman of the Board
June 25, 2026
Donald Jaworski
/s/ Tony J. Blevins Director June 25, 2026
Tony J. Blevins
/s/ James C. Clancy Director June 25, 2026
James C. Clancy
/s/ John A. Fichthorn
Director June 25, 2026
John A. Fichthorn
/s/ John R. Tracy
Director June 25, 2026
John R. Tracy
/s/ Yue Zhou White Director June 25, 2026
Yue Zhou White
97