Sphere 3D (ANY) CEO exercises RSUs, sells 9,800 shares for tax withholding

Rhea-AI Filing Summary

Sphere 3D Corp. CEO and CFO Kurt L. Kalbfleisch reported routine equity compensation activity. On March 12, 2026, he exercised 18,358 Restricted Stock Units (RSUs), receiving the same number of common shares at a conversion price of $0.00 per share, increasing his direct common holdings to 74,255 shares. On March 13, 2026, he sold 9,800 common shares at $1.59 per share; a footnote explains this sale was made to satisfy the company’s tax withholding obligations related to the RSU vesting, indicating it was not a discretionary open‑market liquidation. After these transactions, he directly held 64,455 common shares and 229,297 RSUs with scheduled vesting through 2027. The filing also notes small indirect holdings of 215 common shares each held by his daughter and son.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kalbfleisch Kurt L.

(Last) (First) (Middle)

C/O SPHERE 3D CORP.

243 TRESSER BLVD., 17TH FLOOR

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sphere 3D Corp. [ ANY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/12/2026		M		18,358	A	(1)	74,255	D
Common Stock(2)	03/13/2026		S		9,800	D	$1.59	64,455(3)	D
Common Stock								215(3)	I	By Daughter
Common Stock								215(3)	I	By Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	(1)	03/12/2026		M			18,358	(4)	(4)	Common Stock	18,358	(1)	229,297(5)	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of Sphere 3D Corp. common stock.

2. This transaction represents the sale of shares by the reporting person to satisfy the issuer's tax withholding obligations in connection with the release of vested RSUs on March 12, 2026.

3. The common share balance has been adjusted to reflect the issuer's 1 for 10 reverse stock split effective February 9, 2026.

4. 8,983 shares vested on December 31, 2025 and 9,375 shares vested on March 1, 2026.

5. The RSUs reported under Column 9 include four awards. The underlying outstanding shares and vesting schedules are as follows: (i) 1,172 shares vest on 3/31/2026; (ii) 31,250 outstanding shares of which 7,813 vests on March 31, 2026 and June 30, 2026 and 7,812 vests on September 30, 2026 and Dec 31, 2026; (iii) 46,875 shares outstanding of which 9,375 shares vest quarterly from June 1, 2026 until June 1, 2027; and (iv) 150,000 shares outstanding which vest in full on March 4, 2027.

	By: Denise Garrett For: Kurt Kalbfleisch	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Sphere 3D (ANY) report for Kurt L. Kalbfleisch?

Sphere 3D reported that CEO and CFO Kurt L. Kalbfleisch exercised 18,358 RSUs into common stock and sold 9,800 common shares at $1.59 each. The sale was to cover tax withholding obligations tied to the RSU vesting, not a discretionary liquidation.

How many Sphere 3D (ANY) shares did the CEO sell and at what price?

Kurt L. Kalbfleisch sold 9,800 Sphere 3D common shares at $1.59 per share. A footnote states the sale was executed to satisfy the issuer’s tax withholding obligations in connection with the release of vested RSUs on March 12, 2026.

What RSU activity did Sphere 3D’s CEO report in this Form 4?

The CEO exercised 18,358 Restricted Stock Units, receiving 18,358 common shares at a $0.00 conversion price. After this exercise, he held 229,297 RSUs in total, spanning four awards with vesting schedules running through March 31, 2026, June 1, 2027, and March 4, 2027.

What are Kurt L. Kalbfleisch’s Sphere 3D share holdings after these transactions?

Following the reported transactions, he directly held 64,455 Sphere 3D common shares and 229,297 RSUs. The filing also notes indirect ownership of 215 common shares held by his daughter and 215 common shares held by his son, in addition to his direct holdings.

Was the Sphere 3D (ANY) insider sale a routine tax withholding event?

Yes. A footnote clarifies the 9,800-share sale was executed to satisfy Sphere 3D’s tax withholding obligations associated with vested RSUs released on March 12, 2026. This characterizes the sale as a tax-related transaction rather than a discretionary open-market share reduction.

What future vesting schedule is associated with the CEO’s remaining Sphere 3D RSUs?

The 229,297 RSUs include four awards with detailed vesting. Tranches vest on March 31, 2026; quarterly from March 31 and June 30, 2026; quarterly from June 1, 2026 until June 1, 2027; and a 150,000-share award vesting in full on March 4, 2027.