Sphere 3D director to buy 33,333 shares at $3

A Sphere 3D Corp. director agreed to buy shares and warrants in a Rule 16b-3(d)(1)-exempt private placement, increasing his direct holdings.

Rhea-AI Filing Summary

Sphere 3D Corp. (ANY) director Timothy P. Hanley reported acquiring Common Shares and Warrants in connection with a private placement. On September 8, 2026, he agreed to purchase 33,333 Common Shares at $3.00 per share together with an accompanying Warrant to purchase one Common Share at an exercise price of $3.50.

The transaction is documented in a securities purchase agreement with Sphere 3D Corp. and is expected to close on September 11, 2026, and is described as exempt from Section 16(b) under Rule 16b-3(d)(1). After this award, Hanley holds 115,934 Common Shares directly, including unvested restricted stock units, and 33,333 Warrants to purchase Common Shares.

Insider Trade Summary

Grant/Award: 66,666 shares

Grant/Award 2 txns

Insider Hanley Timothy P.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Warrants F1, F2	33,333	--	--
Grant/Award	Common Shares F1, F2, F3	33,333	$3.00	$100K

Holdings After Transaction: Warrants — 33,333 contracts (Direct); Common Shares — 115,934 shares (Direct)

Footnotes (3)

1. F1. On September 8, 2026, the reporting person entered into a securities purchase agreement with Sphere 3D Corp. (the "Company") pursuant to which the reporting person agreed to purchase the Common Shares and Warrants in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended. The private placement is expected to close on September 11, 2026.
2. F2. The reporting person paid $3.00 per Common Share and accompanying Warrant to purchase one Common Share.
3. F3. Includes unvested restricted stock units.

Key Figures

Common Shares acquired: 33,333 shares Warrants acquired: 33,333 Warrants Purchase price per Common Share and Warrant unit: $3.00 +4 more

7 metrics

Common Shares acquired 33,333 shares Agreed purchase on September 8, 2026 in a private placement

Warrants acquired 33,333 Warrants Grant on September 8, 2026; each Warrant for one Common Share

Purchase price per Common Share and Warrant unit $3.00 Cash paid per Common Share and accompanying Warrant

Warrant exercise price $3.50 per Common Share Conversion or exercise price of Warrants acquired September 8, 2026

Shares held after transaction 115,934 Common Shares Direct holdings following acquisition; includes unvested restricted stock units

Warrant exercisability date September 11, 2026 Date Warrants become exercisable

Warrant expiration date September 11, 2031 Expiration of Warrants to purchase Common Shares

Key Terms

securities purchase agreement, private placement, Rule 16b-3(d)(1), Section 16(b), +1 more

5 terms

securities purchase agreement financial

"the reporting person entered into a securities purchase agreement with Sphere 3D Corp."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"agreed to purchase the Common Shares and Warrants in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Rule 16b-3(d)(1) regulatory

"exempt from Section 16(b) in accordance with Rule 16b-3(d)(1)"

Section 16(b) regulatory

"transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1)"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

restricted stock units financial

"Includes unvested restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did director Timothy P. Hanley acquire in Sphere 3D Corp. (ANY) according to this Form 4?

He agreed to acquire 33,333 Common Shares and 33,333 Warrants, each Warrant exercisable for one Common Share, in a private placement with Sphere 3D Corp.

What price did Timothy P. Hanley pay per Sphere 3D (ANY) share in this transaction?

He paid $3.00 per Common Share and accompanying Warrant to purchase one Common Share, as stated in the footnotes describing the private placement terms.

What is the exercise price and term of the Warrants reported for Sphere 3D (ANY)?

The Warrants have an exercise price of $3.50 per Common Share, become exercisable on September 11, 2026, and expire on September 11, 2031.

How many Sphere 3D (ANY) Common Shares does Timothy P. Hanley hold after this Form 4 transaction?

Following the reported acquisition, he directly holds 115,934 Common Shares, which the filing notes includes unvested restricted stock units.

Was the Sphere 3D (ANY) private placement to Timothy P. Hanley under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is unchecked, and the footnotes describe the acquisition under a securities purchase agreement, not as a Rule 10b5-1 trading plan.

How is the Sphere 3D (ANY) transaction treated under Section 16(b)?

The acquisition of Common Shares and Warrants in the private placement is described as exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) under the Securities Exchange Act of 1934.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 04:16 PM Accepted by SEC EDGAR 09/10/2026 - 04:15 PM Learn about SEC filing dates

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^*

Hanley Timothy P.

(Last) (First) (Middle)

C/O SPHERE 3D CORP.

243 TRESSER BLVD., 17TH FLOOR

(Street)

STAMFORD CONNECTICUT 06901

(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)
09/08/2026

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	09/08/2026		A(1)		33,333	A	$3(2)	115,934(3)	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
Warrants	$3.5	09/08/2026		A(1)		33,333		09/11/2026	09/11/2031	Common Shares	33,333	(2)	33,333	D

Explanation of Responses:

1. On September 8, 2026, the reporting person entered into a securities purchase agreement with Sphere 3D Corp. (the "Company") pursuant to which the reporting person agreed to purchase the Common Shares and Warrants in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended. The private placement is expected to close on September 11, 2026.

2. The reporting person paid $3.00 per Common Share and accompanying Warrant to purchase one Common Share.

3. Includes unvested restricted stock units.

	/s/ Timothy Hanley	09/10/2026
	** 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)