[SCHEDULE 13G] Sphere 3D Corp. Passive Investment Disclosure (>5%)
Sphere 3D trustee reports 6.7% stake (513,741)
Sphere 3D Corp. trustee Thomas Masiero reports beneficial ownership of 513,741 Common Shares, representing 6.70% of the class based on 7,639,893 Common Shares outstanding as of June 19, 2026.
Sphere 3D Corp. trustee Thomas Masiero reports beneficial ownership of 513,741 Common Shares, representing 6.70% of the class based on 7,639,893 Common Shares outstanding as of June 19, 2026. The total includes 4,636 shares held directly and holdings through three trusts: Kingdom First Trust (2,066), Thy Kingdom Trust (470,135) and Poimen Trust (36,904). Mr. Masiero is trustee with voting and dispositive power over the trust shares; the filing states he does not maintain a pecuniary interest in shares held by those trusts. The shares were received in exchange for Mr. Masiero's Cathedra Bitcoin Inc. shares following the completed acquisition by Sphere 3D Corp.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership:513,741 sharesPercent of class:6.70%Shares outstanding:7,639,893 shares+4 more
7 metrics
Beneficial ownership513,741 sharesaggregate holdings reported by Thomas Masiero
Percent of class6.70%based on 7,639,893 Common Shares outstanding as of June 19, 2026
Shares outstanding7,639,893 sharesoutstanding as of <date>June 19, 2026</date> (issuer-provided)
Direct holdings4,636 sharesheld directly by Thomas Masiero
Thy Kingdom Trust holdings470,135 sharesheld by Thy Kingdom Trust
Poimen Trust holdings36,904 sharesheld by Poimen Trust
Kingdom First Trust holdings2,066 sharesheld by Kingdom First Trust
Key Terms
beneficially own, sole/shared voting power, trustee, dispositive power
4 terms
beneficially ownregulatory
"Mr. Masiero may be deemed to beneficially own an aggregate of 513,741 Common Shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
sole/shared voting powerregulatory
"Sole Voting Power 4,636.00 6 | Shared Voting Power 509,105.00"
trusteelegal
"Mr. Masiero is a trustee, and has voting and dispositive control over the Common Shares held"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: 4,636 | Shared power to dispose or to direct the disposition of: 509,105"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many Sphere 3D (ANY) shares does Thomas Masiero report owning?
Masiero reports owning 513,741 Common Shares. That aggregate includes 4,636 shares directly and trust holdings of 2,066; 470,135; and 36,904, as stated in the filing and based on the issuer's outstanding count of 7,639,893 shares.
What percentage of Sphere 3D (ANY) does the 513,741 shares represent?
The filing states 6.70% of the class. That percentage uses the issuer-provided figure of 7,639,893 Common Shares outstanding as of June 19, 2026, which the filer cites to calculate the percent owned.
Which trusts hold shares reported by Thomas Masiero in Sphere 3D (ANY)?
The filing lists three trusts: Kingdom First Trust, Thy Kingdom Trust, and Poimen Trust. Their holdings are 2,066; 470,135; and 36,904 Common Shares respectively, with Masiero identified as trustee with voting and dispositive power.
How did Thomas Masiero acquire the Sphere 3D (ANY) shares reported?
The filing says the shares were acquired in exchange for his Cathedra Bitcoin Inc. shares. That exchange occurred in connection with the previously announced and completed acquisition of Cathedra Bitcoin Inc. by Sphere 3D Corp., per the filing.
Does Thomas Masiero claim an economic interest in the trust-held shares?
The filing states he does not maintain a pecuniary interest in the shares held by the Poimen, Kingdom First, or Thy Kingdom trusts. It also notes beneficiaries of two trusts are family members and the Poimen Trust has other beneficiaries.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Sphere 3D Corp.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
84841L506
(CUSIP Number)
06/01/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
84841L506
1
Names of Reporting Persons
Thomas Masiero
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,636.00
6
Shared Voting Power
509,105.00
7
Sole Dispositive Power
4,636.00
8
Shared Dispositive Power
509,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
513,741.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: For Items numbered 9 & 11 above, represents (i) 4,636 Common Shares held directly by Mr. Masiero; (ii) 2,066 Common Shares held by the Kingdom First Trust; (iii) 470,135 Common Shares held by the Thy Kingdom Trust; and (iv) 36,904 Common Shares held by the Poimen Trust. Mr. Masiero is a trustee, and has voting and dispositive control over the Common Shares held by, each of the Kingdom First Trust, the Thy Kingdom Trust and the Poimen Trust. The beneficiaries of the Kingdom First Trust and the Thy Kingdom Trust are family members of Mr. Masiero. The beneficiaries of the Poimen Trust are Thy Kingdom Trust and, an unaffiliated trust, the Togetsu Trust. As a result, Mr. Masiero does not maintain any pecuniary interest in the shares held by the Poiment Trust, Kingdom First Trust or Thy Kingdom Trust. Percent of class represented is based on 7,639,893 Common Shares outstanding as of June 19, 2026 as provided by Issuer.
SCHEDULE 13G
CUSIP Number(s):
84841L506
1
Names of Reporting Persons
Kingdom First Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TENNESSEE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,066.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,066.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,066.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
84841L506
1
Names of Reporting Persons
Thy Kingdom Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TENNESSEE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
470,135.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
470,135.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
470,135.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
84841L506
1
Names of Reporting Persons
Poimen Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TENNESSEE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
36,904.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
36,904.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
36,904.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
Thomas Masiero - United States of America
Kingdom First Trust - Tennessee
Thy Kingdom Trust - Tennessee
Poimen Trust - Tennessee
(d)
Title of class of securities:
Common Shares
(e)
CUSIP Number(s):
84841L506
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
Thomas Masiero acquired the Common Shares reported herein in exchange for his shares of Cathedra Bitcoin Inc. in connection with the previously announced and completed acquisition of Cathedra Bitcoin Inc. by Sphere 3D Corp. Mr. Masiero may be deemed to beneficially own an aggregate of 513,741 Common Shares, including (i) 4,636 Common Shares held directly by Mr. Masiero; (ii) 2,066 Common Shares held by the Kingdom First Trust; (iii) 470,135 Common Shares held by the Thy Kingdom Trust; and (iv) 36,904 Common Shares held by the Poimen Trust. Mr. Masiero is a trustee, and has voting and dispositive control over the Common Shares held by, each of the Kingdom First Trust, the Thy Kingdom Trust and the Poimen Trust. The beneficiaries of the Kingdom First Trust and the Thy Kingdom Trust are family members of Mr. Masiero. The beneficiaries of the Poimen Trust are Thy Kingdom Trust and, an unaffiliated trust, the Togetsu Trust. As a result, Mr. Masiero does not maintain any pecuniary interest in the shares held by the Poiment Trust, Kingdom First Trust or Thy Kingdom Trust. Percent of class represented is based on 7,639,893 Common Shares outstanding as of June 19, 2026 as provided by Issuer.
(b)
Percent of class:
6.70 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
4,636
(ii) Shared power to vote or to direct the vote:
509,105
(iii) Sole power to dispose or to direct the disposition of:
4,636
(iv) Shared power to dispose or to direct the disposition of:
509,105
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Thomas Masiero is a trustee, and has voting and dispositive control over the Common Shares held by each of the Kingdom First Trust, the Thy Kingdom Trust and the Poimen Trust. The Kingdom First Trust beneficially owns an aggregate of 2,066 Common Shares. The Thy Kingdom Trust beneficially owns an aggregate of 470,135 Common Shares. The Poimen Trust beneficially owns an aggregate of 36,904 Common Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Thomas Masiero
Signature:
/s/ Thomas Masiero
Name/Title:
Thomas Masiero
Date:
07/08/2026
Kingdom First Trust
Signature:
/s/ Thomas Masiero
Name/Title:
Thomas Masiero, Trustee
Date:
07/08/2026
Thy Kingdom Trust
Signature:
/s/ Thomas Masiero
Name/Title:
Thomas Masiero, Trustee
Date:
07/08/2026
Poimen Trust
Signature:
/s/ Thomas Masiero
Name/Title:
Thomas Masiero, Trustee
Date:
07/08/2026
Exhibit Information
Exhibit 1 - Joint Filing Agreement pursuant to Rule 13d-1(k).
