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Sphere 3D (NASDAQ: ANY) CFO vests RSUs, uses 57K shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sphere 3D Corp. CFO and director Kurt L. Kalbfleisch reported compensation-related share activity on June 1, 2026. He exercised 159,375 Restricted Stock Units (RSUs), receiving the same number of common shares.

To cover exercise price and tax obligations, 7,000 shares were delivered at $4.1473 per share and 50,000 shares at $3.0599 per share, both coded as tax-withholding dispositions rather than open-market sales. One entry shows his direct common share holdings at 175,815 shares following a tax-withholding transaction. Separate holding entries list 215 common shares held indirectly through his son and 215 common shares held indirectly through his daughter.

Positive

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Insider Kalbfleisch Kurt L.
Role CFO and Director
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSU) 159,375 $0.00 --
Exercise Common Shares 159,375 $0.00 --
Tax Withholding Common Shares 50,000 $3.0599 $153K
Tax Withholding Common Shares 7,000 $4.1473 $29K
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Restricted Stock Unit (RSU) — 60,937 shares (Direct, null); Common Shares — 232,815 shares (Direct, null); Common Shares — 215 shares (Indirect, By Daughter)
Footnotes (1)
  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) 23,437 outstanding shares of which 7,813 vests on June 30, 2026 and 7,812 vests on September 30, 2026 and Dec 31, 2026 and (ii) 37,500 shares outstanding of which 9,375 shares vest quarterly from September 1, 2026 until June 1, 2027.
RSUs exercised 159,375 units RSUs converted to common shares on June 1, 2026
Tax-withholding shares total 57,000 shares Shares delivered to satisfy tax and exercise obligations
Tax-withholding lot 1 7,000 shares at $4.1473 Non-derivative F-code disposition for tax withholding
Tax-withholding lot 2 50,000 shares at $3.0599 Non-derivative F-code disposition for tax withholding
Direct common shares 175,815 shares Direct holdings after a 7,000-share tax-withholding entry
Indirect holdings by son 215 shares Common shares held indirectly through son
Indirect holdings by daughter 215 shares Common shares held indirectly through daughter
Remaining RSUs 60,937 units RSUs outstanding after June 1, 2026 vesting
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
"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"
derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
indirect ownership financial
"direct_or_indirect: I, nature_of_ownership: By Son / By Daughter"
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
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Form 4 Insider Transactions: What Each Field Means →
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*
Kalbfleisch Kurt L.
(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
XOfficer (give title below)Other (specify below)
CFO and Director
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		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 Shares06/01/2026M159,375(1)A$0(1)232,815D
Common Shares(2)06/01/2026F50,000D$3.0599182,815D
Common Shares(2)06/01/2026F7,000D$4.1473175,815D
Common Shares215IBy Daughter
Common Shares215IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (RSU)(1)06/01/2026M159,37506/01/202606/01/2026Common Stock159,375(1)60,937(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) 23,437 outstanding shares of which 7,813 vests on June 30, 2026 and 7,812 vests on September 30, 2026 and Dec 31, 2026 and (ii) 37,500 shares outstanding of which 9,375 shares vest quarterly from September 1, 2026 until June 1, 2027.
/s/ Kurt L. Kalbfleisch06/03/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Sphere 3D reported that CFO and director Kurt L. Kalbfleisch exercised 159,375 RSUs into common shares on June 1, 2026. Related entries also show tax-withholding dispositions of shares used to satisfy exercise price and associated tax obligations tied to this vesting.

How many RSUs did Sphere 3D CFO Kurt Kalbfleisch vest and exercise?

Kurt Kalbfleisch exercised 159,375 Restricted Stock Units, receiving 159,375 common shares. A related RSU derivative entry shows this full amount converting, with 60,937 RSUs remaining outstanding afterward across two awards with future vesting dates disclosed in the footnotes.

How many Sphere 3D shares were used to cover taxes for the RSU vesting?

The filing shows 57,000 shares used for tax obligations, split between 7,000 shares at $4.1473 and 50,000 shares at $3.0599. Footnote language explains these transactions primarily represent shares delivered to satisfy the issuer’s tax withholding obligations on vested RSUs.

What are Kurt Kalbfleisch’s Sphere 3D direct common share holdings after these transactions?

One non-derivative entry shows Kurt Kalbfleisch holding 175,815 common shares directly following a 7,000-share tax-withholding disposition. Additional entries reference other post-transaction totals for specific steps, but this figure gives a clear snapshot of a resulting direct ownership position.

Does the Sphere 3D CFO hold any shares indirectly through family members?

Yes. The Form 4 lists 215 common shares held indirectly “By Son” and another 215 shares held indirectly “By Daughter.” These are coded as indirect ownership holdings and are separate from his larger direct common share position reported in the same filing.

How many RSUs remain outstanding for the Sphere 3D CFO after this vesting?

The RSU derivative line shows 60,937 RSUs remaining after the June 1, 2026 vesting. A footnote details two RSU awards, including 23,437 outstanding shares with tranches vesting through December 31, 2026, and 37,500 shares vesting quarterly from September 1, 2026 to June 1, 2027.