Sphere 3D signs CEO/CFO deal with 18-month severance terms

Rhea-AI Filing Summary

Sphere 3D Corp. (ANY) named Kurt Kalbfleisch Chief Executive Officer, effective immediately on November 6, 2025, and entered into a third amended and restated employment agreement with him on November 11, 2025. He will also continue serving as Chief Financial Officer.

The agreement sets an annual base salary of $400,000 and makes him eligible, at the Board’s discretion, for an annual bonus equal to 110% of base salary, plus potential equity awards tied to performance and financial thresholds. Benefits include company-paid family health insurance and participation in standard executive plans.

If terminated without cause or if he resigns for good reason, severance includes: continued base salary for 18 months; 75% of target bonus for 18 months; accrued vacation; continued health and life insurance for 18 months or reimbursement of elected coverage up to $5,000 per month for the same period; immediate vesting of unvested equity; and a pro rata target bonus plus any declared but unpaid bonus from the prior year. A press release announcing the appointment was furnished under Regulation FD.

Insights

Corporate governance analyst

CEO appointment with combined CFO role and defined severance terms.

Sphere 3D formalized leadership by naming Kurt Kalbfleisch CEO while he continues as CFO. The contract specifies a $400,000 base salary and a discretionary bonus target of 110% of salary, with potential equity awards based on performance thresholds.

Severance provisions, if triggered by a qualifying termination, include 18 months of base salary and 75% of target bonus for 18 months, up to $5,000 per month in insurance reimbursements for 18 months, immediate vesting of unvested equity, and a pro rata target bonus. These terms define potential future cash obligations and equity acceleration.

The press release announcing the appointment was furnished under Regulation FD on November 6, 2025. Subsequent filings may provide additional detail on performance thresholds and any equity grants approved by the Board.

8-K Event Classification

4 items: 1.01, 5.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 11/13/2025 - 04:11 PM Learn about SEC filing dates

FAQ

What did Sphere 3D (ANY) announce about leadership?

The Board appointed Kurt Kalbfleisch as Chief Executive Officer, effective immediately on November 6, 2025, and he will continue as CFO.

What is the CEO/CFO base salary under the new agreement?

The agreement sets an annual base salary of $400,000.

What is the target bonus opportunity for Sphere 3D’s CEO/CFO?

He is eligible, at the Board’s discretion, for an annual bonus equal to 110% of base salary, plus potential equity awards tied to performance and financial thresholds.

What severance could the CEO/CFO receive upon qualifying termination?

18 months of base salary; 75% of target bonus for 18 months; accrued vacation; continued health and life insurance for 18 months or reimbursement up to $5,000 per month; immediate vesting of unvested equity; and a pro rata target bonus plus any declared but unpaid prior-year bonus.

Did Sphere 3D furnish a press release for this update?

Yes. A press release announcing the appointment was furnished under Regulation FD on November 6, 2025.

Are equity awards included in the agreement?

The agreement allows for additional restricted stock units and/or options at the Board’s discretion, based on performance and financial thresholds.

false 2025-11-06 0001591956 Sphere 3D Corp. 0001591956 2025-11-06 2025-11-06

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): November 6, 2025

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:

☐ 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 1.01 Entry into a Material Definitive Agreement.

On November 11, 2025, the Sphere 3D Corp. (the “Company”) entered into a third amended and restated employment agreement with Mr. Kalbfleisch (the “November 2025 Employment Agreement”), which amended and restated the second amended and restated employment agreement between the Company and Mr. Kalbfleisch dated May 8, 2025, in its entirety.  Under the November 2025 Employment Agreement, Mr. Kalbfleisch will serve as the Company's Chief Executive Officer and will continue in his role of Chief Financial Officer. The Company will pay Mr. Kalbfleisch an annual base salary of $400,000. At the discretion of the board of directors of the Company (the “Board”), Mr. Kalbfleisch will be eligible to receive an annual discretionary bonus of 110% of his base salary and additional restricted stock units and/or options based upon the achievement of certain performance and financial thresholds to be determined by the Board. Mr. Kalbfleisch is also entitled to family health insurance benefits to be fully paid for by the Company and to participate in any employee benefit plans, life insurance plans, disability income plans, retirement plans, expense reimbursement plans and other benefit plans that the Company may from time to time have in effect for any of the Company’s executive management employees.

All compensation and unvested benefits payable under the November 2025 Employment Agreement shall terminate on the date of the termination of Mr. Kalbfleisch's employment, unless Mr. Kalbfleisch's employment is terminated by the Company without cause or by Mr. Kalbfleisch for good reason (each as defined in the November 2025 Employment Agreement), in which case Mr. Kalbfleisch shall be entitled to (i) continued payment of his base salary at the rate and schedule then in effect for a period of 18 months after the date of termination; (ii) 75% of his target bonus for a period of 18 months; (iii) all unpaid and accrued vacation as of the date of termination; (iv) continued health and life insurance benefits for 18 months after the date of termination, or at Mr. Kalbfleisch's discretion, retaining or obtaining family medical, dental, vision and/or other insurance plans and benefits, the cost of which shall be reimbursed by the Company for a period of 18 months after the date of termination, subject to a maximum average monthly reimbursement of $5,000; (v) the immediate vesting of any outstanding unvested stock options, restricted stock units or other stock awards; and (vi) a pro rata share of his target bonus (based on the bonus being payable in full) at the termination date, along with any declared but unremitted bonus payment from the prior year that had not yet been paid to Mr. Kalbfleisch.

The above description of the November 2025 Employment Agreement is not complete and is subject to, and qualified in its entirety by, the full text of the November 2025 Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and the contents of which are incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

Item 7.01.  Regulation FD Disclosure.

On November 6, 2025, the Company issued a press release announcing that the Board appointed Kurt Kalbfleisch as Chief Executive Officer, effective immediately.  Mr. Kalbfleisch served as Interim CEO since January 2025. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.

The information set forth under Item 7.01 of this Current Report on Form 8-K (this "Current Report"), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits
10.1	Third Amended and Restated Employment Agreement by and between Sphere 3D Corp. and Kurt Kalbfleisch dated November 11, 2025.
99.1	Press release of Sphere 3D Corp. dated November 6, 2025.
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: November 13, 2025

SPHERE 3D CORP.

By: /s/ Kurt Kalbfleisch                    

 Kurt Kalbfleisch

 Chief Executive Officer and Chief Financial Officer