Sphere 3D (NASDAQ: ANY) director receives 50,000 RSU equity award

Rhea-AI Filing Summary

Gates Nicholas Ray reported acquisition or exercise transactions in this Form 4 filing.

Sphere 3D Corp. director Nicholas Ray Gates received a grant of 50,000 restricted stock units (RSUs). Each RSU represents the right to receive one common share. The grant was made on June 8, 2026 under the company’s equity plan and is compensation, not an open-market purchase.

The RSUs will vest in full on June 1, 2027, with full acceleration if a defined Vesting Event occurs, such as certain change in control situations or a dissolution, liquidation, or wind-up of the company. After this award, Gates is reported as holding 56,555 common shares.

Insights

Equity compensation analyst

Director received a time-based RSU grant as routine equity compensation.

The filing shows director Nicholas Ray Gates was granted 50,000 RSUs on June 8, 2026 under Sphere 3D Corp.’s equity plan. RSUs are stock-based awards that typically align director incentives with long-term shareholder value rather than representing cash-paid purchases.

These RSUs vest in full on June 1, 2027, with acceleration upon a defined Vesting Event, including certain change in control scenarios or a dissolution, liquidation, or wind-up of the company. This structure is common in director compensation and does not by itself signal a change in outlook.

Following the grant, Gates is reported with 56,555 common shares. Because the award is standard compensation, involves no open-market buying or selling, and the filing shows no related derivative activity, its impact on the broader investment thesis appears limited.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gates Nicholas Ray

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	50,000	$0.00	--

Holdings After Transaction: Common Shares — 56,555 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 50,000 units Grant price per share: $0.00 per share Post-transaction holdings: 56,555 shares +1 more

4 metrics

RSU grant size 50,000 units Restricted stock units granted June 8, 2026

Grant price per share $0.00 per share Equity compensation, not open-market purchase

Post-transaction holdings 56,555 shares Common shares held after RSU grant

RSU vesting date June 1, 2027 Full vesting of 50,000 RSUs

Key Terms

restricted stock units ("RSUs"), equity plan, Vesting Event, Change in Control Vesting Event, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents a grant of 50,000 restricted stock units ("RSUs"), each representing a contingent right to receive one common share"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

equity plan financial

"The RSUs were granted on June 8, 2026 pursuant to the Issuer's equity plan."

An equity plan is a company program that gives employees, executives or directors a stake in the business through stock, stock options or similar ownership awards, like handing out slices of a pie to people who help bake it. It matters to investors because these grants can motivate key personnel and align their interests with shareholders, but they also increase the number of shares over time and can dilute existing ownership and affect reported earnings.

Vesting Event financial

"The RSUs will vest in full on June 1, 2027, subject to full acceleration upon the occurrence of a Vesting Event."

Change in Control Vesting Event financial

"A "Vesting Event" means: (i) a Change in Control Vesting Event (as defined in the reporting person's RSU Award Agreement)"

RSU Award Agreement financial

"Change in Control Vesting Event (as defined in the reporting person's RSU Award Agreement)"

A RSU award agreement is a legal contract that grants restricted stock units — promises of company stock to an employee or advisor — and spells out how many units are granted, when they become actual shares (vesting), and any conditions or tax rules. Investors care because these agreements create future share issuance and compensation cost, which can dilute existing holders and signal how the company rewards and retains key people, much like a delayed paycheck paid in stock.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gates Nicholas Ray

(Last) (First) (Middle)

C/O SPHERE 3D CORP.

243 TRESSER BLVD, 17TH FLOOR

(Street)

STAMFORD CONNECTICUT 40200

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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

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

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

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 Shares	06/08/2026		A		50,000(1)	A	$0	56,555	D

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

Explanation of Responses:

1. Represents a grant of 50,000 restricted stock units ("RSUs"), each representing a contingent right to receive one common share of the Issuer. The RSUs were granted on June 8, 2026 pursuant to the Issuer's equity plan. The RSUs will vest in full on June 1, 2027, subject to full acceleration upon the occurrence of a Vesting Event. A "Vesting Event" means: (i) a Change in Control Vesting Event (as defined in the reporting person's RSU Award Agreement) or (ii) a dissolution, liquidation or wind-up of the Issuer.

	/s/ Nicholas R. Gates	06/10/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Sphere 3D (ANY) director Nicholas Ray Gates receive in this Form 4?

Nicholas Ray Gates received a grant of 50,000 restricted stock units (RSUs). Each RSU represents a contingent right to one Sphere 3D common share, granted as equity compensation under the company’s equity plan rather than through an open-market stock purchase.

When do Nicholas Ray Gates’ 50,000 RSUs from Sphere 3D (ANY) vest?

The 50,000 RSUs granted to Nicholas Ray Gates vest in full on June 1, 2027. This means he becomes entitled to receive the underlying common shares on that date, assuming continued service and no earlier acceleration due to a qualifying Vesting Event.

What is a Vesting Event for the Sphere 3D (ANY) RSUs granted to Nicholas Ray Gates?

A Vesting Event includes a Change in Control Vesting Event defined in the RSU Award Agreement or a dissolution, liquidation, or wind-up of Sphere 3D. If such an event occurs, the 50,000 RSUs may fully vest earlier than the scheduled June 1, 2027 date.

How many Sphere 3D (ANY) shares does Nicholas Ray Gates hold after this RSU grant?

After the reported RSU grant, Nicholas Ray Gates is shown as holding 56,555 common shares. This figure reflects his direct ownership position following the award and helps indicate the scale of his equity stake relative to the new 50,000-unit grant.

Did Nicholas Ray Gates buy or sell Sphere 3D (ANY) shares on the market in this Form 4?

No market buy or sell is reported. The Form 4 shows an acquisition coded as a grant or award of 50,000 RSUs at a price of $0.00 per share, indicating equity compensation rather than an open-market stock transaction by Nicholas Ray Gates.

Are there any derivative securities reported in this Sphere 3D (ANY) Form 4 for Nicholas Ray Gates?

The filing shows no derivative securities transactions for Nicholas Ray Gates. The reported activity is limited to a non-derivative award of 50,000 RSUs, each linked to one common share, with vesting and acceleration terms described in the accompanying footnote.