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Sphere 3D (NASDAQ: ANY) revenue drops in 2025 while net loss deepens

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

Sphere 3D Corp. reported full-year 2025 results showing weaker financial performance while highlighting operational upgrades and a planned merger with Cathedra Bitcoin. Bitcoin mining revenue was $11.2 million, down from $16.6 million in 2024, reflecting the April 2024 halving and fleet transitions.

Total operating costs and expenses fell to $33.2 million from $38.0 million, driven in part by a roughly 33% reduction in general and administrative expenses to $8.3 million. Even so, the company recorded a larger net loss of $21.5 million, compared with a $9.5 million loss in 2024, as investment gains and other income declined sharply.

The company mined 111.6 Bitcoin during 2025 and held 37.3 Bitcoin as of December 31, 2025. Sphere 3D upgraded its fleet to about 2,300 newer-generation miners, improving average efficiency from 27.1 J/th to below 19.0 J/th, and fully energized a new 8MW Iowa facility to lower operating costs.

Positive

  • Cost and efficiency improvements: Operating costs and expenses decreased to $33.2 million from $38.0 million, with general and administrative expenses reduced about 33% to $8.3 million, while upgrading roughly 2,300 newer-generation miners improved fleet efficiency from 27.1 J/th to below 19.0 J/th.
  • Operational expansion initiatives: The company fully energized a new 8MW Iowa facility, relocated miners to lower-cost sites, and entered a definitive agreement to combine with Cathedra Bitcoin Inc., which management believes will expand its operational footprint.

Negative

  • Revenue decline and larger loss: Bitcoin mining revenue fell to $11.2 million from $16.6 million, while net loss widened to $21.5 million from $9.5 million, driven by lower investment gains and other income despite cost reductions.
  • Smaller asset base and reduced liquidity: Total assets declined to $25.1 million from $43.2 million, with cash and cash equivalents decreasing to $3.7 million from $5.4 million, indicating a thinner financial cushion.

Insights

Revenue declined and losses widened despite cost cuts and efficiency gains.

Sphere 3D generated bitcoin mining revenue of $11.2 million in 2025 versus $16.6 million in 2024, citing the April 2024 halving and replacement of older miners. Operating costs and expenses dropped to $33.2 million from $38.0 million, including a roughly 33% cut in general and administrative expenses.

Despite these savings, the company’s net loss widened to $21.5 million from $9.5 million, as investment gain fell from $9.0 million to $0.4 million and other income declined. The balance sheet also contracted, with total assets down to $25.1 million from $43.2 million, including reduced cash but higher Bitcoin holdings.

Operationally, Sphere 3D mined 111.6 Bitcoin in 2025 and held 37.3 Bitcoin as of December 31, 2025. Management emphasized upgrades to roughly 2,300 newer-generation miners, improving fleet efficiency from 27.1 J/th to below 19.0 J/th, a new 8MW Iowa facility, and a definitive agreement to merge with Cathedra Bitcoin Inc., which they believe will expand the operational footprint.


false 2026-03-06 0001591956 Sphere 3D Corp. 0001591956 2026-03-06 2026-03-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2026

SPHERE 3D CORP.
(Exact name of registrant as specified in its charter)

Ontario 001-36532 98-1220792
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

243 Tresser Blvd, 17th Floor
Stamford, Connecticut, United States 06901
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (647) 952 5049

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Shares   ANY   NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02.  Results of Operations and Financial Condition.

On March 6, 2026, we issued a press release announcing our financial results for our fourth fiscal quarter and fiscal year ended December 31, 2025.  The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits

99.1 Press release dated March 6, 2026
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 6, 2025

  SPHERE 3D CORP.
     
  By: /s/ Kurt Kalbfleisch
    Kurt Kalbfleisch
    Chief Executive Officer & CFO



Exhibit 99.1

Sphere 3D Reports Fiscal Year 2025 Financial Results

STAMFORD, Connecticut, March 6, 2026 - Sphere 3D Corp. (NASDAQ: ANY) ("Sphere 3D" or the "Company"), a Bitcoin mining company, today reported financial results for its fiscal year ended December 31, 2025.

COMMENTS FROM SPHERE 3D LEADERSHIP

"Over the course of 2025, we took meaningful steps to strengthen Sphere 3D's operational foundation and position the Company for its next phase of growth," said Kurt Kalbfleisch, CEO of Sphere 3D. "Those efforts helped create the framework for the announced merger with Cathedra Bitcoin, which we believe will significantly expand the Company's operational footprint and strategic opportunities heading into 2026."

2025 HIGHLIGHTS AND RECENT EVENTS

 In March 2026, the Company announced a definitive agreement to combine with Cathedra Bitcoin, Inc.

 The Company replaced older generation miners with approximately 2,300 newer generation S21+, S21 XP and S21 Pro miners which improved the average fleet efficiency from 27.1 J/th to below 19.0 J/th.

 The Company entered into a new hosting agreement with North Campbell HostCo LLC, a subsidiary of Cathedra Bitcoin Inc.

 In March 2025, the Company’s new 8MW facility in Iowa was fully energized and certain miners were relocated to the Iowa site from higher cost sites, which reduced operating costs.

BITCOIN ASSET AND VALUE

During 2025, the Company mined 111.6 Bitcoin. As of December 31, 2025, the Company had a self-mined balance of 37.3 Bitcoin.

FISCAL YEAR 2025 FINANCIAL RESULTS

 The Company generated revenue of $11.2 million in fiscal year 2025 compared to $16.6 million in 2024, primarily due to the April 2024 halving event, and the process of removing our older mining equipment and replacing it with newer generation machines.

 Operating costs and expenses for fiscal year 2025 decreased by $4.8 million to $33.2 million, compared to $38.0 million for fiscal year 2024.

 General and administrative expenses, included in operating costs and expenses, for fiscal year 2025 were reduced by approximately 33% to $8.3 million, compared to $12.4 million for fiscal year 2024.

 Investment gain was $0.4 million for fiscal year 2025, compared to investment gain of $9.0 million for fiscal year 2024 due to the sale of the remaining shares of CORZ.

 Other income was $0.1 million for fiscal year 2025, compared to $3.1 million for fiscal year 2024 due to the prior year termination of a hosting agreement.


ABOUT SPHERE 3D

Sphere 3D Corp. (NASDAQ: ANY) is a Bitcoin miner, growing its digital asset mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with data center operators. Sphere 3D is dedicated to increasing shareholder value. For more information about Sphere 3D, please visit Sphere3D.com.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events, including the timing of the proposed transaction and other information related to the proposed transaction. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions. Expectations and beliefs regarding matters discussed herein may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected.  The forward-looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in filings with the SEC, including Sphere 3D's reports filed on Form 10-K, Form 10-Q and Form 8-K and in other filings made by Sphere 3D with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on current expectations, which are subject to change.

SPHERE 3D CONTACT

Investor.relations@sphere3d.com


SPHERE 3D CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars, except share and per share amounts)

     Year Ended   
    December 31,  
    2025       2024  
Revenues:     (Unaudited)         (Unaudited)   
Bitcoin mining revenue $ 11,181     $ 16,608  
               
Operating costs and expenses:               
Cost of revenue (exclusive of depreciation and amortization shown below)   8,554       13,378  
General and administrative   8,266       12,445  
Depreciation and amortization   6,878       7,113  
Impairment of property and equipment   7,185       1,146  
Loss on disposal of property and equipment   1,652       3,545  
Impairment of other assets   300       1,074  
Change in fair value of Bitcoin   345       (682 )
 Total operating costs and expenses    33,180       38,019  
Loss from operations   (21,999 )     (21,411 )
Other income (expense):               
Investment gain   438       8,980  
Other income, net   81       3,111  
Loss before income taxes   (21,480 )     (9,320 )
Provision for income taxes   2       150  
Net loss $ (21,482 )   $ (9,470 )
               
Net loss per share:               
Basic and diluted $ (7.37 )   $ (4.78 )
Shares used in computing net loss per share:               
Basic and diluted   2,914,607       1,980,163  


SPHERE 3D CORP. 

CONDENSED CONSOLIDATED BALANCE SHEETS 

(In thousands of U.S. dollars) 

    December 31,       December 31,  
    2025       2024  
     (Unaudited)         (Unaudited)   
ASSETS               
Cash and cash equivalents $ 3,707     $ 5,425  
Bitcoin   3,263       1,394  
Investment in equity securities   -       7,530  
Other current assets   1,707       3,438  
Total current assets    8,677       17,787  
Property and equipment, net    14,608       21,967  
Intangible assets, net   1,610       3,095  
Other non-current assets   225       379  
Total assets $ 25,120     $ 43,228  
               
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY          
Current liabilities $ 1,802     $ 3,895  
Temporary equity    18       18  
Shareholders' equity   23,300       39,315  
Total liabilities, temporary equity, and shareholders' equity $ 25,120     $ 43,228  


FAQ

How did Sphere 3D (ANY) perform financially in fiscal year 2025?

Sphere 3D reported 2025 bitcoin mining revenue of $11.2 million, down from $16.6 million in 2024. Total operating costs and expenses fell to $33.2 million, but the company’s net loss widened to $21.5 million compared with a $9.5 million loss the prior year.

What drove Sphere 3D’s increased net loss in 2025 compared to 2024?

The net loss widened to $21.5 million from $9.5 million, mainly because revenue declined and non-operating income shrank. Investment gain dropped to $0.4 million from $9.0 million, and other income fell to $0.1 million from $3.1 million.

How much Bitcoin did Sphere 3D (ANY) mine and hold in 2025?

In 2025, Sphere 3D mined 111.6 Bitcoin and held a self-mined balance of 37.3 Bitcoin as of December 31, 2025. These digital assets supplemented cash of $3.7 million on the balance sheet at year-end.

What operational changes did Sphere 3D make to its mining fleet in 2025?

Sphere 3D replaced older miners with about 2,300 S21+, S21 XP and S21 Pro units, improving average fleet efficiency from 27.1 J/th to below 19.0 J/th. It also fully energized an 8MW Iowa facility and relocated miners from higher-cost locations.

What is the significance of Sphere 3D’s planned merger with Cathedra Bitcoin?

In March 2026, Sphere 3D announced a definitive agreement to combine with Cathedra Bitcoin Inc.. Management stated that prior operational improvements laid the groundwork and believes the merger will significantly expand the company’s operational footprint and strategic opportunities heading into 2026.

How did Sphere 3D’s balance sheet change between 2024 and 2025?

Total assets declined to $25.1 million at December 31, 2025 from $43.2 million a year earlier. Cash decreased to $3.7 million from $5.4 million, while Bitcoin holdings increased and prior investments in equity securities were no longer listed as assets.

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