QUANTUM CORP /DE/

Cautionary Statements Regarding Forward-Looking Statements

This proxy statement, the documents to which we refer you in this proxy statement, and information included in oral statements or other written statements made or to be made by us or on our behalf may include predictions, estimates and other information that may be considered “forward-looking statements” that do not directly or exclusively relate to historical facts, including, without limitation statements relating to: our goals, strategy, plans, opportunities and outlook; the completion of the Proposed Transaction, including the expected benefits thereof; conditions to Closing; our liquidity; expectations relating to our ability to meet repayment obligations; expected costs related to the Proposed Transaction; expectations relating to the sufficiency of proceeds from the SEPA; expectations regarding our equity ownership by Dialectic as a result of the Proposed Transaction; the effect of the Proposed Transactions on our shareholders; sufficiency of shares under the 2023 Plan; our ability to attract key personnel; and our long-term outlook. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “will” and other words of similar import. Shareholders are cautioned that any forward-looking statements are not guarantees of future performance. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors including, but not limited to, the risk that the conditions to the Closing are not satisfied, including the risk that required approval from the Company’s shareholders is not obtained; potential litigation relating to the Proposed Transaction and the effects of any outcome related thereto; the ability of each party to consummate the Proposed Transaction on a timely basis, or at all; the failure of the Proposed Transaction to close for any reason; risks that the Proposed Transaction disrupt current business, plans and operations of the Company or its business prospects; diversion of management’s attention from the Company’s ongoing business; expected proceeds from the SEPA; the ability of the Company to retain and hire key personnel; costs, fees or expenses resulting from the Proposed Transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Proposed Transaction; competitive pressures that we face; risks associated with executing our strategy; the impact of macroeconomic conditions; and the other factors discussed in its periodic reports, including our Annual Report on Form 10-K for Fiscal 2025, and subsequent reports filed with the SEC.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, we undertake no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.