STOCK TITAN

Sphere 3D director buys 133K shares at $3.00

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sphere 3D Corp. (ANY) director Nicholas Ray Gates entered into a securities purchase agreement on September 8, 2026 to acquire 133,333 Common Shares at $3.00 per share and 133,333 Warrants to purchase Common Shares at an exercise price of $3.50, in a private placement expected to close on September 11, 2026 and described as exempt from Section 16(b) under Rule 16b-3(d)(1). Following these grants, he holds 189,888 Common Shares directly, including unvested restricted stock units, and 133,333 Warrants directly.

Positive

  • None.

Negative

  • None.
Insider Gates Nicholas Ray
Role Director
Type Security Shares Price Value
Grant/Award Warrants F1, F2 133,333 -- --
Grant/Award Common Shares F1, F2, F3 133,333 $3.00 $400K
Holdings After Transaction: Warrants — 133,333 contracts (Direct); Common Shares — 189,888 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.
Common Shares acquired 133,333 shares Grant/award acquisition on September 8, 2026 at $3.00 per share
Warrants acquired 133,333 Warrants Grant/award acquisition on September 8, 2026 in private placement
Per-share purchase price $3.00 per Common Share and accompanying Warrant Consideration paid in the private placement
Warrant exercise price $3.50 per Common Share Conversion or exercise price of Warrants
Common Shares held after transaction 189,888 shares Direct holdings following acquisition, including unvested RSUs
Warrant expiration date September 11, 2031 Expiration of Warrants to purchase Common Shares
Private placement expected closing date September 11, 2026 Expected closing of the securities purchase agreement
securities purchase agreement financial
"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)"
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 Sphere 3D (ANY) director Nicholas Ray Gates acquire in this Form 4 filing?

He agreed to acquire 133,333 Common Shares and 133,333 Warrants to purchase Common Shares of Sphere 3D Corp. in a private placement, with the Warrants exercisable at $3.50 per share.

What price did Nicholas Ray Gates pay per Sphere 3D (ANY) Common Share in the private placement?

Nicholas Ray Gates paid $3.00 per Common Share and accompanying Warrant, meaning each Common Share plus one Warrant unit cost $3.00 in the private placement transaction.

When is the Sphere 3D (ANY) private placement to Nicholas Ray Gates expected to close?

The private placement to Nicholas Ray Gates is expected to close on September 11, 2026, following his entry into the securities purchase agreement on September 8, 2026.

How many Sphere 3D (ANY) Common Shares does Nicholas Ray Gates hold after this transaction?

After the reported acquisition, Nicholas Ray Gates directly holds 189,888 Common Shares of Sphere 3D Corp., and this figure includes unvested restricted stock units.

How many Sphere 3D (ANY) Warrants does Nicholas Ray Gates own after this Form 4 transaction?

Following the grant, Nicholas Ray Gates holds 133,333 Warrants directly, each Warrant being exercisable to purchase one Common Share at an exercise price of $3.50 until September 11, 2031.

Was the Sphere 3D (ANY) director’s private placement transaction under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan applies, and instead notes that the private placement is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1).

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares09/08/2026A(1)133,333A$3(2)189,888(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants$3.509/08/2026A(1)133,33309/11/202609/11/2031Common Shares133,333(2)133,333D
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/ Nicholas Gates09/10/2026
** Signature of Reporting PersonDate
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)

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