As of the close of business on May 27, 2016,30, 2023, there were 266,278,12693,698,287 shares of the registrant’sQuantum Corporation’s common stock issued and outstanding.

The registrant’s definitive Proxy Statement forportions of the registrant's proxy statement to be filed in connection with the Annual Meeting of Stockholders which the registrant will file with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report, isto be held in 2023 have been incorporated by reference ininto Part III of this Annual Report on Form 10-K to the extent stated herein.

This reportAnnual Report contains forward-looking statements. All statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statementscontained in this report usually contain the words “will,” “estimate,” “anticipate,” “expect,” “believe,” “project” or similar expressions and variations or negativesother than statements of these words. All such forward-looking statementshistorical fact, including, but not limited to, (1)statements regarding our goals,future operating results and financial position; our business strategy, focus and expectationsplans; our market growth and trends; our products, services and expected benefits thereof; and our objectives for future financialoperations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” and operating performance, including increasing market share, continuingsimilar expressions are intended to add customersidentify forward-looking statements. We have based these forward-looking statements largely on our current expectations and increasing revenueprojections about future events and earnings; (2) our expectationtrends that we will continuebelieve may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to derive a substantial portionnumber of risks, uncertainties, and assumptions, including the competitive pressures that we face; risks associated with executing our strategy; the impact of macroeconomic and geopolitical trends and events; the need to manage third-party suppliers and the distribution of our revenueproducts and the delivery of our services effectively; the protection of our intellectual property assets, including intellectual property licensed from third parties; risks associated with our international operations; the development and transition of new products based on tape technology; (3) our belief that ourand services and the enhancement of existing cashproducts and capital resources will be sufficientservices to meet all currently planned expenditures, debt servicecustomer needs; our response to emerging technological trends; the execution and sustainperformance of contracts by us and our operations for at leastsuppliers, customers, clients and partners; the next 12 months; (4) our expectations regarding our ongoing effortshiring and retention of key employees; risks associated with business combination and investment transactions; [the execution, timing and results of any transformation or restructuring plans, including estimates and assumptions related to control ourthe cost structure; (5) our expectations regardingand the anticipated benefits of the transformation and restructuring plans;] the outcome of any litigationclaims and disputes; and those risks described under Item 1A. Risk Factors. Moreover, we operate in whicha competitive and changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we are involved; and (6)assess the effect of all factors on our business goals, objectives, key focuses, opportunities and prospectsor the extent to which are inherently uncertain as they are based on management’s expectations and assumptions concerning future events, and they are subject to numerous known and unknown risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, about which we speak only asany factor, or combination of the date hereof. As a result, our actual resultsfactors, may differ materially from the forward-looking statements contained herein. Factors that could cause actual results to differ materially from those described herein include, but arecontained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this report may not limited to: (1) the amount of orders received in future periods; (2) our ability to timely ship our products; (3) uncertainty regarding information technology spendingoccur and the corresponding uncertaintyactual results could differ materially and adversely from those anticipated or implied in the demand for our products and services; (4) our ability to maintain supplier relationships; (5) general economic, political and fiscal conditionsforward-looking statements. Accordingly, you should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the U.S. and internationally; (6) our ability to successfully introduce new products; (7) our ability to capitalize on market demand; (8) our ability to achieve anticipated gross margin levels; and (9) those factors discussed under Item 1A “Risk Factors.” Our forward-looking statements are not guarantees ofreasonable, we cannot guarantee that the future performance.results, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. We disclaim anyundertake no obligation to update information in any of these forward-looking statement.statements for any reason after the date of this report or to conform these statements to actual results or revised expectations.

Quantum Corporation (“Quantum”, the “Company”, “us” or “we”), foundeddelivers end-to-end solutions to analyze and enrich, store and manage, and protect and preserve unstructured data across its entire lifecycle. We specialize in 1980 and reincorporated in Delaware in 1987, is a leading expert in scale-out storage, archive and data protection, providing solutions for capturing, sharing, managing and preserving digital assets over the entirevideo data, lifecycle. Our customers, ranging from small businesses to large/multi-national enterprises, trust us to address their most demanding data workflow challenges. Our end-to-end tiered storage solutions enable users to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. We work closely with a broad network of distributors, value-added resellers (“VARs”), direct marketing resellers (“DMRs”), original equipment manufacturers (“OEMs”)images, and other supplierslarge files because this “unstructured” data represents more than 80% of all data being created, according to meet customers’ evolving needs. Our common stock is traded on the New York Stock Exchange under the symbol QTM.

As a result, organizations need end-to-end solutions that allow them to manage and preserve data for decades and to easily extract insights from the detail. Whether data lives in the workplace, at the edge, or in the cloud, we provide organizations with the technology, software, and services they need to store, manage, protect, and enrich data indefinitelythroughout its lifecycle.

Global Support and Services, and Warranty

Our global services strategy is an integral component of our total customer solution. Service is typically a significant purchase factor for customers considering scale-outlong-term storage for archiving and retention or data protection storage solutions, andsolutions. Consequently, our ability to provide comprehensive serviceinstallation and supportintegration services as well as maintenance services can be a noteworthy competitive advantage to attract new customers and retain existing customers. In addition, we believe that our ability to retain long-term customer relationships and secure repeat business is frequently tied directly to our comprehensive service capabilities and performance.

Our extensive use of technology and innovative built-in product intelligence allows us to scale our global services operations to meet the needs of our expanding installed base.customers. We are currently able to provide service to customers in more than 100 countries, supported by 24-hour, multi-language technical support centers located in North America, Europe, and Asia. We provide our customers with warranty coverage on all of our products. Customers with high availability requirements may also purchase additional serviceservices to extend the warranty period, obtain faster response times or both, on our high-performance shared storage systems, tape systems, and disk backup systems, tape automation products and StorNext appliances.systems. We offer this additional support coverage at a variety of response levels up to 24-hours a day, seven-days-a-week, 365-days-a-year, for customers with stringent high-availability needs. We provide support ranging from repair and replacement to 24-hour rapid exchange to on-site service support for our midrange and enterprise-class products. In addition to these traditional installation and maintenance services, we also provide project management, managed services, and other value-added services to enhance our customer’s experience and engagement. These incremental services create a deeper relationship with customers that enables them to maximize the value of our solution and better positions us to retain our customers through technology transitions.

We generally warrant our hardware products against defects for periods ranging from one to three years from the date of sale. We provide warranty and non-warranty repair services through our service team and third partythird-party service providers. In addition, we utilize various other third partythird-party service providers throughout the world to perform repair and warranty services for us to reach additional geographic areas and industries in order to provide quality services in a cost-effective manner.

Product Sales Channels

We utilize distributors, VARsvalue-added resellers ("VARs") and DMRs.direct market resellers ("DMRs") in our sales process. Our integrated Quantum Alliance Reseller Programreseller program provides our channel partners the option of purchasing products directly or through distribution channels and provides them access to a more comprehensive product line. Additionally, we sell directly to a select number ofmultiple large corporate entities and government agencies.

OEM Relationships

We sell our products to several OEMoriginal equipment manufacturer ("OEM") customers that resell our hardware products under their own brand names and typically assume responsibility for product sales, end user service and support. We also license our software to certain OEM customers that include this software in their own brand name products. These OEM relationships enable us to reach end users not served by our branded distribution channels or our direct sales force. They also allow us to sell to select geographic or vertical markets where specific OEMs have exceptional strength.

The markets in which we participate are highly competitive, characterized by rapid technological change and changing customer requirements. In some cases, our competitors in one market area are customers or suppliers in another. Our competitors often have greater financial, technical, manufacturing, marketing, or other resources than we do. Additionally, the competitive landscape continues to change due to merger and acquisition activity as well as new entrants into the market.

Our StorNext appliances and workflowprimary storage solutions, including object storage systems, primarily face competition from the EMC Corporationbusiness unit of Dell Inc. (“EMC”Dell”), International Business Machines Corporation, (“IBM”), NetApp, Inc., (“NetApp”), and other contententerprise storage vendors in the media and entertainment industry as well as government agencies and departments. markets we serve.

Quantum has a global supply chain and operations organization, with contract manufacturers located in the entry-level market.

Quantum primary storage and secondary disk-based storage systems are unable to competesold as appliances that combine Quantum software with new or alternative storage technologies, our business, financial condition and operating results could be materially and adversely affected.”

Our recording tapeTape media is manufactured by one or more tape media manufacturing companies, which are qualified and licensed to manufacture, use and sell media products. In most cases, the media is produced in Japan and multi-sourceddistributed globally.

We generally rely on patent, copyright, trademark and trade secret laws and contract rights to establish and maintain our proprietary rights in our technology and products. As of March 31, 2016,2023, we hold over 300160 U.S. patents and have over 70 pending U.S. patent applications.patents. In general, these patents have a 20-year term from the first effective filing date for each patent. We may

also hold a number of foreign patents and patent applications for certain of our products and technologies. Although we believe that our patents and applications have significant value, rapidly changing technology in our industry means that our future success may also depend heavily on the technical competence and creative skills of our employees.

On occasion, we have entered into various patent licensing and cross-licensing agreements with other companies. We may enter into patent cross-licensing agreements with other third parties in the future as part of our normal business activities. These agreements, when and if entered into, would enable these third parties to use certain patents that we own and enable us to use certain patents owned by these third parties. We have also sold certain patents, retaining a royalty-free license for these patents.

As is typical in our industry, we generally have the greatest demand for our products and services in the fourth quarter of each calendar year, or our fiscal third quarter. We usually experience the lowest demand for our products and services in the first and second quarters of each calendar year, or our fiscal fourth quarter and fiscal first quarter, respectively.

Our productsChief Administrative Officer ("CAO") leads our human capital initiatives, which include the design and execution of all people strategies. The CAO partners directly with the Board of Directors, the Leadership and Compensation Committee, and Senior Management on the design, cost, and effectiveness of our people programs to ensure they are manufactured based on forecasts of customer demand. We also place inventory in strategic locations throughout the world in order to enable certain key customers to obtain products on demand. Orders are generally placed by customers on an as-needed basis. Product orders are confirmedcompetitive and in most cases, shipped to customers within one week. More complex systems and product configurations often have longer lead times and may include on-site integration or customer acceptance. Most of the backlog accumulated during any particular fiscal quarterreward our teams for driving company performance.

Our workforce is shipped in the same quarter in which the backlog initially occurs. Therefore, our backlog generally grows during the first part of each fiscal quarter and shrinks during the latter part of the quarter to reach its lowest levels at the end of that same quarter, by which time significant shipments have occurred. As a result, our backlog as of the end of any fiscal quarter is not material and is not a predictor of future sales.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website at http:https://www.quantum.com generally when such reports are available on the Securities and Exchange Commission (“SEC”) website. The contents of our website are not incorporated into this Annual Report on Form 10-K.

The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.1-800-SEC-0330 or (202) 551-5450. The SEC maintains an internet site that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

We currently derive the majority of oursignificant revenue from products that incorporate some form of tape technology, and we expect to continue to derive significant revenue from these productsdo so in the next several years. As a result, our future operating results depend in part on continued market acceptance and use of products employing tape technology. We believe that the storage environment is changing, including reduced demand for tape products. Decreased market acceptance or use of products employing tape technology has materially and adversely impacted our business, financial condition, and operating results, and we expect that our revenues from certain types of tape products willcould continue to decline which could materially and adversely impact our business, financial condition and operating results in the future.

Disk, solid-state, and flash storage products, as well as various software solutions and alternative technologies continue to gain broader market acceptance.have eroded the demand for tape products. We expect that, over time, many of our tape customers will continue tocould migrate toward

these other products and solutions and thattheir proportionate contribution to our revenue from these products and solutions will generate a greater proportion of our revenue.increase in the future. While we are making targeted investments in software, disk backup and flash storage systems, and other alternative technologies, these markets are characterized by rapid innovation, evolving customer demands, and strong competition, including competition with several companies who are also significant customers. If we are not successful in our efforts, we may not be able to attract or retain customers, and our business, financial condition and results of operations could be materially and adversely affected.

Our media royalties and adversely affected.branded software revenues generate relatively greater profit margins than some of our other products and can significantly impact our overall profitability. We receive media royalty revenue based on tape media cartridges sold by various tape media manufacturers and resellers. Under our patent and technology license agreements with these companies, each of the licensees determines the pricing and number of units of tape media cartridges that it sells. Our media royalty revenue varies based on the licensees’ media sales and other factors, including:

Our level of indebtedness presents significant risks to our business and investors, both in terms of the constraints that it places on our ability to operate our business and because of the possibility that we may not generate sufficient cash and operating results to remain in compliance with our covenants and pay the principal and interest on our indebtedness as it becomes due. As recently as March 2023, we were in danger of failing to meet certain financial covenants in our debt agreements, which could have resulted in a default under these agreements if we had not obtained a waiver of noncompliance from our lenders. For further description of our outstanding debt, see the section captioned "Liquidity“Liquidity and Capital Resources"Resources” in Part II, Item 7 "Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations."

As a result of our indebtedness:

Our ability to make scheduled payments of the principal, to pay interest on, or refinance our debt, or to make cash payments in connection with our credit facilities, depends on our future performance, which is subject to economic, financial, competitive and

Our credit facility agreement contains restrictive covenants that require us to comply with and maintain certain liquidity levels and a minimum fixed charge coverage ratio, as well as restrict our ability, subject to certain thresholds, to:

In connection with entering into our prior credit facilities and certain amendments to market and sell our branded products. Therefore, the loss of or deterioration inprior credit facilities, we were required to issue to our relationship with one or more of our resellers or distributors, or our inability to establish new indirect sales channels to drive growth of our branded revenue, especially for disk backup systems and scale-out storage solutions, could negatively affect our operating results.

Managing change is an important part offocus for us. In recent years, we have implemented several significant initiatives involving our strategysales and marketing, product engineering, and operations organizations, aimed at transitioning our revenue model from discrete hardware sales to drive growth ofrecurring software revenue, increasing our branded revenue.

In the last several years, we have recorded significant restructuring charges and made cash payments in order to reduce our cost of sales and operating expenses to respond to adverse economic and industry conditions, from to execute

strategic management decisions, and to rationalize our operations following acquisitions. In the third quarter of fiscal 2016, we implemented aThese restructuring plan, which we refer to as the Fiscal 2016 Restructuring Plan, to eliminate approximately 65 positions in the U.S. and internationally, primarily in research and development and sales and marketing functions. These restructuringsplans may result in decreases to our revenues or adversely affect our ability to grow our business in the future. Workforce reductions may also adversely affect employee morale and our ability to retain our employees. We may take future steps to further reduce our operating costs, including future cost reduction steps oradditional restructurings in response to strategic decisions, increased operating and product costs due to inflation, supply chain constraints, and other external factors, adverse changes in our business or industry, or future acquisitions. We may be unable to reduce our cost of sales and operating expenses at a rate and to a level appropriate in relation to our future sales, which may materially and adversely affect our business, financial condition and operating results.results of operations.

In addition, our ability to achieve the anticipated cost savings and other benefits from these restructuring plans within the expected time frame is subject to many estimates and assumptions. These estimates and assumptions are subject towhich may be adversely impacted by significant economic, competitive and other uncertainties, some of which are beyond our control. If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our business, financial condition, and operating results could be adversely affected.

As a part of our business strategy, we have in the past and may make acquisitions in the future. We may also make significant investments in complementary companies, products or technologies. If we are unablefail to attract and retain skilled employees,successfully integrate such acquisitions or significant investments, it could harm our business, could be adversely impacted.

We maintain sensitive data related to our employees, strategic partners, and hire key personnelcustomers, including personally identifiable information, intellectual property, and proprietary business information on our own systems. In addition, many of our customers and partners store sensitive data on our products.

It is critical to our business that our employees’, strategic partners’ and customers’ sensitive information remains and is perceived as secure. While we employ sophisticated security measures in our own environment and our product features, we may face internal and external threats including unauthorized access, ransomware attacks,

security breaches, and other system disruptions. A cybersecurity breach of our own IT infrastructure or products sold to our customers could result in reduced productivity by our employees.

We may from time to time experience problems with the inability to attract or retain qualified talent in the future, or delays in hiring required talent, particularly sales and engineering talent, could delay the development and introductionperformance of our products, which could result in one or servicesmore of the following:

From time to time, third parties allege that our infringement of and need for a license underproducts infringe their patented or other proprietary technology such as our current litigation with Crossroads Systems, Inc. described in Item 3 "Legal Proceedings." Whileand demand that we currently believe the amount of ultimate liability, if any, with respect to any such actions will not materially affect our financial position, results of operations or liquidity, thepurchase a license from them. The ultimate outcome of any license discussion or litigation is uncertain. Adverse resolution of any third partythird-party infringement claim could subject us to substantial liabilities and require us to refrain from manufacturing and selling certain products. In addition, the costs incurred in intellectual property litigation can be substantial, regardless of the outcome. As a result, our business, financial condition, and operating resultsresult could be materially and adversely affected.

Our future success and ability to compete depends in part on our proprietary technology. We rely on a combination of copyright, patent, trademark, and trade secrets laws and nondisclosure agreements to establish and protect our proprietary technology. However, we cannot provide assurance that patents will be issued with respect to pending or future patent applications that we have filed or plan to file, or that our patents will be upheld as valid, or that our patents will prevent the development of competitive products, or that any actions we have taken will adequately protect our intellectual property rights. We generally enter into confidentiality agreements with our employees, consultants, customers, potential customers, contract manufacturers and others as required, in which we strictly limit access to, and distribution of, our software and further limit the disclosure and use of our proprietary information.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain or use our products or technology. Enforcing our intellectual property rights can sometimes only be accomplished through the use of litigation. Our competitors may also independently develop technologies that are substantially equivalent or superior tolitigation, which is expensive and can divert management’s attention away from our technology.business. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the U.S.

It is an important focuspossible for us. In recent years, we have implemented several significant initiatives involvingcompetitors to use our salesopen source project software to develop their own software, potentially reducing the demand for our solution and marketing, engineeringputting price pressure on our subscription offerings. We cannot guarantee that competitive pressure or the availability of new open source software will not result in price reductions, reduced operating margins and operations organizations, aimed at increasing our efficiency and better aligning these groups with our corporate strategy. In addition, we have reduced headcount to streamline and consolidate our supporting functions as appropriate in response toloss of market or competitive conditions and following past acquisitions and have increased our reliance on certain third party business relationships. Our inability to successfully manage the changes that we implement and detect and address issues as they arise could disrupt our business and adversely impact our resultsshare, any one of operations and financial condition.

We are subject to numerous U.S. and international laws and requirements regarding corporate conduct, fair competition, corruption prevention, and import and export practices, and requirementshazardous or restricted material use, storage, discharge, and disposal, including laws applicable to U.S. government contractors. In addition, the SEC has adopted disclosure rules related to the supply of certain minerals originating from the conflict zones of the Democratic Republic of Congo or adjoining countries, and weWe have incurred, and will continue to incur, costs and business process changes to comply with such regulations and may realize other costs relating to the sourcing and availability of minerals used in our products.regulations. While we maintain a rigorous corporate ethics and compliance program, we may be subject to increased regulatory scrutiny, significant monetary fines or penalties, suspension of business opportunities, or loss of jurisdictional operating rights, and increased litigation and investigation costs as a result of any failure to comply with those requirements. If we were to be subject to aidentify that we have fallen out of compliance, investigation, we may proactively take corrective actions, including the filing of voluntary self-disclosure statements with applicable agencies, which could cause us to incur increased personneladditional expenses and legal costs.subject us to penalties and other consequences that could adversely affect our business, financial condition, and operating results. Our supply and distribution models may be reliant upon the actions of our third partythird-party business partners and we may also be exposed to potential liability resulting from their violation of these or other compliance requirements. Further, our U.S. and international business models are based on currently applicable regulatory requirements and exceptions. Changes in those requirements or exceptions could necessitate changes to our business model. Any of these consequences could materially and adversely impact our business and operating results.results of operations.

If we hold excessive service parts inventories,fail to maintain proper and effective internal controls, our consolidated financial statements may contain material misstatements and we may incurcould be required to restate our financial losses.

currency is exchanged for U.S. dollars. Such fluctuations in the future, subject to certain debt covenants. We may also make significant investments in complementary companies, products or technologies. If we fail to successfully integrate such acquisitions or significant investments, it could harm our business, financial condition and operating results. Risks that we may face in our efforts to integrate any recent or future acquisitions include, among others:

We have provided amounts and recorded liabilities for probable and estimable tax adjustments that may be proposedrequired by various taxing authorities in the U.S. and foreign jurisdictions. If events occur that indicate payments of these amounts will be less than estimated, then reversals of these liabilities would create tax benefits recognized in the periods when we determine the liabilities have reduced. Conversely, if events occur which indicate that payments of these amounts will be greater than estimated, then tax charges and additional liabilities would be recorded. In particular, various foreign jurisdictions could challenge the characterization or transfer pricing of certain intercompany transactions. In the event of an unfavorable outcome of such challenge, there exists the possibility of a material tax chargecharges and adverse impactimpacts on theoperating results of operationscould occur in the period in which the matter is resolved or an unfavorable outcome becomes probable and estimable.

Certain changes in stock ownership could result in a limitation on the amount of net operating loss and tax credit carryovers that can be utilized each year. Should we undergo such a change in stock ownership, it would severely limit the usage of these carryover tax attributes against future income, resulting in additional tax charges, which could be material.

Our common stock is traded on the New York Stock ExchangeNasdaq Global Market under the symbol “QTM.” "QMCO".

As of May 27, 2016, the closing price18, 2023, we had 226 holders of record of our common stock was $0.38 per share. The prices per share reflected in the following table represent the rangestock.

During the quarter ended March 31, 2023, there were 960 Quantum stockholdersno purchases of record, including the Depository Trust Company, which holds shares of Quantumour common stock by or on behalf of an indeterminate numberus or any of beneficial owners. The information required by this item regarding equity compensation plansour affiliated purchasers, as such term is provideddefined in Item 12, “Security OwnershipRule 10b-18(a)(3) under the Securities Exchange Act of Certain Beneficial Owners and Management and Related Stockholder Matters.”1934, as amended ("the "Exchange Act").