Were the Sphere 3D (ANY) insider share dispositions open-market sales?

The dispositions were not open-market sales. Footnote disclosure explains the 20,398 common shares were primarily transferred to satisfy Sphere 3D’s tax withholding obligations arising from the release of vested RSUs, meaning they reflect tax payments rather than discretionary selling in the open market.

Sphere 3D (NASDAQ: ANY) CAO nets shares after RSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Sphere 3D Corp.’s Chief Accounting Officer, Reppas Tiah Norton, reported compensation-related equity activity involving restricted stock units (RSUs) and associated tax withholding.

Norton exercised 56,250 RSUs into common shares at a stated price of $0.00 per share. Separate entries show dispositions totaling 20,398 common shares delivered to satisfy the issuer’s tax withholding obligations tied to vested RSUs, rather than open‑market sales.

After the vesting event, Norton continues to hold RSU awards covering 33,750 restricted stock units, with 1,250 units vesting quarterly from September 1, 2026 through March 1, 2027, and 5,000 units vesting quarterly from September 1, 2026 through December 1, 2027.

Insider Trade Summary

56,250 shares exercised/converted

Mixed 5 txns

Insider Reppas Tiah Norton

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit (RSU)	56,250	$0.00	--
Exercise	Common Shares	56,250	$0.00	--
Tax Withholding	Common Shares	10,200	$4.41	$45K
Tax Withholding	Common Shares	1,498	$4.035	$6K
Tax Withholding	Common Shares	8,700	$4.25	$37K

Holdings After Transaction: Restricted Stock Unit (RSU) — 33,750 shares (Direct, null); Common Shares — 68,634 shares (Direct, null)

Footnotes (1)

Represents two awards of RSUs. Each RSU represents a contingent right to receive one common share of Sphere 3D Corp. This transaction primarily 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 June 1, 2026. The RSUs reported under Column 9 include two awards. The underlying outstanding shares and vesting schedules are as follows: (i) 3,750 shares outstanding of which 1,250 shares vest quarterly from September 1, 2026 until March 1, 2027; (ii) 30,000 outstanding shares of which 5,000 shares vest quarterly from September 1, 2026 until December 1, 2027.

Key Figures

RSUs exercised: 56,250 units Tax withholding shares: 20,398 shares Transaction prices for tax withholding: $4.25, $4.035, $4.41 per share +3 more

6 metrics

RSUs exercised 56,250 units Converted into common shares on June 1, 2026

Tax withholding shares 20,398 shares Common shares delivered for tax obligations on RSU vesting

Transaction prices for tax withholding $4.25, $4.035, $4.41 per share Per-share values on F-code dispositions of common shares

Remaining RSUs 33,750 units Outstanding after reported transactions across two RSU awards

First RSU award 3,750 units 1,250 vest quarterly from Sept 1, 2026 to Mar 1, 2027

Second RSU award 30,000 units 5,000 vest quarterly from Sept 1, 2026 to Dec 1, 2027

Key Terms

Restricted Stock Unit (RSU), tax withholding obligations, Exercise or conversion of derivative security, contingent right, +1 more

5 terms

Restricted Stock Unit (RSU) financial

"Represents two awards of RSUs. Each RSU represents a contingent right to receive one common share of Sphere 3D Corp."

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

tax withholding obligations financial

"sale of shares by the reporting person to satisfy the issuer's tax withholding obligations in connection with the release of vested RSUs"

Exercise or conversion of derivative security financial

"transaction code description: Exercise or conversion of derivative security"

contingent right financial

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

payment of exercise price or tax liability by delivering securities financial

"transaction code description: Payment of exercise price or tax liability by delivering securities"

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 04:10 PM

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^*

Reppas Tiah Norton

(Last)

(First)

(Middle)

FIRST EXECUTIVE SUITES, 100 E SAN MARCOS

SUITE 400

(Street)

SAN MARCOS

CALIFORNIA

92069

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/01/2026		M		56,250⁽¹⁾	A	$0⁽¹⁾	68,634	D
Common Shares⁽²⁾	06/01/2026		F		10,200	D	$4.41	58,434	D
Common Shares⁽²⁾	06/01/2026		F		1,498	D	$4.035	56,936	D
Common Shares⁽²⁾	06/01/2026		F		8,700	D	$4.25	48,236	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	⁽¹⁾	06/01/2026		M			56,250	06/01/2026	06/01/2026	Common Stock	56,250	⁽¹⁾	33,750⁽³⁾	D

Explanation of Responses:

1. Represents two awards of RSUs. Each RSU represents a contingent right to receive one common share of Sphere 3D Corp.

2. This transaction primarily 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 June 1, 2026.

3. The RSUs reported under Column 9 include two awards. The underlying outstanding shares and vesting schedules are as follows: (i) 3,750 shares outstanding of which 1,250 shares vest quarterly from September 1, 2026 until March 1, 2027; (ii) 30,000 outstanding shares of which 5,000 shares vest quarterly from September 1, 2026 until December 1, 2027.

	/s/ Tiah Reppas	06/03/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Sphere 3D (ANY) report for its Chief Accounting Officer?

Sphere 3D’s Chief Accounting Officer, Reppas Tiah Norton, exercised 56,250 restricted stock units into common shares. In connection with this vesting, 20,398 shares were delivered to cover the issuer’s tax withholding obligations, so the dispositions were not open-market sales but tax-related transfers.

How many RSUs did Sphere 3D’s CAO exercise and at what indicated price?

Reppas Tiah Norton exercised 56,250 restricted stock units into common shares at an indicated transaction price of $0.00 per share. This reflects the conversion of compensation awards, not a cash purchase, and increases common share ownership through the vesting of previously granted equity.

What RSU awards remain outstanding for Sphere 3D (ANY) Chief Accounting Officer?

Following the reported transactions, 33,750 RSUs remain outstanding across two awards. One covers 3,750 units, with 1,250 vesting quarterly from September 1, 2026 to March 1, 2027; another covers 30,000 units, with 5,000 vesting quarterly through December 1, 2027.

What is the vesting schedule of the remaining Sphere 3D CAO RSUs?

Remaining RSUs vest in defined quarterly tranches. For 3,750 units, 1,250 vest quarterly from September 1, 2026 through March 1, 2027. For 30,000 units, 5,000 vest quarterly from September 1, 2026 through December 1, 2027, providing ongoing equity-based compensation.

How many shares were used for tax withholding in the Sphere 3D (ANY) Form 4?

The Form 4 summarizes 20,398 common shares used for tax withholding across three transactions. These F-code entries represent shares delivered to meet tax obligations associated with RSU vesting, rather than conventional open-market sales initiated for investment or portfolio management reasons.