Welcome to our dedicated page for Sphere 3D SEC filings (Ticker: ANY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Sphere 3D Corp. filings document a public Bitcoin mining issuer's material events, proxy matters, capital structure, governance, and Nasdaq listing status. Form 8-K disclosures cover shareholder voting results, warrant-inducement matters, executive employment agreements, material modifications to shareholder rights, and the completed 1-for-10 share consolidation of the company's common shares.
Proxy and material-event filings also describe executive compensation, equity awards, board and shareholder proposals, and listing-compliance matters, including Nasdaq minimum-bid-price compliance. These regulatory records tie Sphere 3D's corporate actions to its common-share structure, governance controls, financing activity, and operating and financial disclosures as a digital asset mining company.
Sphere 3D Corp. held its Annual Meeting of Shareholders on May 13, 2026, where all proposals on the agenda were approved. Shareholders first confirmed setting the board size at three members and supported this resolution with 983,114 votes for and 127,056 against.
They then elected Timothy Hanley, Susan Harnett and Duncan J. McEwan as directors for the ensuing year, each receiving more than 92% of votes cast in favor. Shareholders also ratified the appointment of MaloneBailey LLP as auditors, with 1,243,526 votes for and 45,718 votes withheld.
Sphere 3D Corp. filed a current report highlighting progress on its proposed business combination with Cathedra Bitcoin Inc., which remains expected to close in the near term, subject to customary conditions and required approvals. The combination is intended to create a power-optimized digital infrastructure platform.
Upon closing, the combined company is expected to operate 53 megawatts (MW) of managed power capacity across five data centers in Iowa, Kentucky, and Tennessee, using modular and containerized infrastructure to improve deployment speed and flexibility for high-density compute workloads such as AI and high-performance computing.
The companies note a recently announced hosting agreement at Cathedra’s Shire site in Kentucky, expected to utilize approximately 80% of its 15 MW capacity, representing roughly 25% of Cathedra’s current hosting capacity, which management views as adding a stable, long-term revenue stream as the transaction moves toward closing.
Sphere 3D Corp. is asking shareholders to approve a plan to acquire Cathedra Bitcoin Inc. via a share-for-share Arrangement that would make Cathedra a wholly owned subsidiary and issue Sphere Common Shares and newly created Series I preferred shares as needed to respect a 7% ownership cap.
The special meeting is online on May 15, 2026 (record date: April 10, 2026). The Sphere Board unanimously recommends voting FOR all Proposals required to effect the Arrangement, including the Share Issuance Proposal, Board Size Proposal, Director Election Proposal, Incentive Plan Amendment and Consolidation Proposal.
Sphere 3D Corp. proposes to acquire Cathedra Bitcoin Inc. through a stock-for-stock arrangement. Under the Arrangement, Amalco Sub will acquire all Cathedra shares and Cathedra SV holders will receive 0.123014 Sphere common shares per SV share and Cathedra MV holders will receive 12.3014 Sphere common shares per MV share, subject to an Ownership Cap of 7% that converts excess consideration into newly created Series I preferred shares. The Board recommends shareholders approve the Share Issuance, Board Size, Director Election, Incentive Plan (to add 1,500,000 shares) and Consolidation proposals; Court and Cathedra shareholder approvals are also required. The transaction contemplates a post-closing ownership mix of approximately 58% former Sphere holders and 42% former Cathedra holders on a fully diluted basis and includes mutual termination fees of $500,000.
Sphere 3D Corp. is asking shareholders to approve a three-member board and elect three directors, and to ratify MaloneBailey LLP as independent auditor for the fiscal year ending December 31, 2026. The annual meeting will be held virtually on May 13, 2026 at 11:00 a.m. Eastern Time.
The proxy outlines detailed governance practices, including fully independent audit, compensation, and nominating committees, and describes director compensation of $60,000 in cash plus equity awards. It also discloses 2025 pay for senior executives, including Chief Executive Officer and Chief Financial Officer Kurt Kalbfleisch, whose package combines salary, cash bonus and restricted stock units.
Sphere 3D Corp. reports on its transition to a pure-play Bitcoin miner and outlines major strategic moves for the year ended December 31, 2025. The company completed a 1‑for‑10 reverse share consolidation effective February 9, 2026, and had 3,767,086 common shares outstanding as of March 23, 2026.
Sphere 3D focuses on enterprise-scale Bitcoin mining, operating an 8 MW self-owned Iowa facility and additional hosted sites. As of December 31, 2025, it owned about 12,600 miners, with roughly 4,200 in service providing 0.73 exahash per second of hashrate. Fleet efficiency improved to 22.0 J/th in 2025, with a target of about 19.0 J/th in 2026 after refreshing the fleet and selling older miners.
Bitcoin production fell to 111.6 BTC in 2025, down 61.0% from 286.3 BTC in 2024, mainly due to the April 2024 halving, the shift to lower-cost hosting, and equipment upgrades. The company held approximately 37.3 Bitcoin valued at about $3.3 million at year-end 2025 and uses a hybrid strategy of holding and selling Bitcoin to fund operations.
Sphere 3D entered an at-the-market equity program allowing sales of up to $8.0 million in common shares and agreed to an all-stock acquisition of Cathedra Bitcoin Inc. on March 5, 2026, to create a high-density computing power infrastructure company. The deal includes customary approvals and a $0.5 million termination fee in certain circumstances.
Sphere 3D Corp. Chief Accounting Officer Reppas Tiah Norton reported routine equity compensation activity. On March 11, 2026, 16,250 restricted stock units converted into the same number of common shares at a $0.00 exercise price. On March 12, 2026, 6,250 of those shares were sold at $1.61 per share to satisfy the company’s tax withholding obligations tied to the RSU vesting, rather than as a discretionary open-market sale. After these transactions, the officer directly held 12,384 common shares and 90,000 RSUs with scheduled vesting through 2027, with all balances reflecting a prior 1-for-10 reverse stock split.
Sphere 3D Corp. CEO and CFO Kurt L. Kalbfleisch reported routine equity compensation activity. On March 12, 2026, he exercised 18,358 Restricted Stock Units (RSUs), receiving the same number of common shares at a conversion price of $0.00 per share, increasing his direct common holdings to 74,255 shares. On March 13, 2026, he sold 9,800 common shares at $1.59 per share; a footnote explains this sale was made to satisfy the company’s tax withholding obligations related to the RSU vesting, indicating it was not a discretionary open‑market liquidation. After these transactions, he directly held 64,455 common shares and 229,297 RSUs with scheduled vesting through 2027. The filing also notes small indirect holdings of 215 common shares each held by his daughter and son.
Morgan Stanley Smith Barney LLC Executive Financial Services registered 9,800 shares of Common Stock for sale on 03/13/2026. The filing states the shares arise from restricted stock vesting under a registered plan and lists the securities as traded on NASDAQ.
Sphere 3D Corp. has agreed to acquire Cathedra Bitcoin Inc. in an all‑stock transaction that will make Cathedra a wholly owned subsidiary. Cathedra subordinate voting shareholders will receive 0.123014 Sphere common shares per share, while multiple voting shares receive 12.3014 Sphere common shares, with certain large holders instead receiving non‑voting preferred shares subject to a 7% post‑closing ownership cap.
Upon completion, Cathedra security holders are expected to own about 49% of Sphere on a partially diluted basis. The combined company plans to operate 53 megawatts of power capacity across five U.S. data centers and approximately 1.2 EH/s of proprietary bitcoin mining hash rate, and to explore high‑performance computing and AI infrastructure opportunities.
The board and leadership will be reshaped, with Cathedra CEO Joel Block becoming CEO of the combined company and Sphere’s Kurt Kalbfleisch remaining as CFO. Kalbfleisch’s compensation package is amended to reduce base salary and bonus percentages, while adding closing‑dependent and performance‑linked cash bonuses. The deal requires shareholder, court and regulatory approvals and includes reciprocal $500,000 termination fees in certain circumstances.