Sec Form 3 Filing - Block Joel M @ Sphere 3D Corp. - 2026-06-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Block Joel M
2. Issuer Name and Ticker or Trading Symbol
Sphere 3D Corp. [ ANY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
243 TRESSER BLVD., 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2026
(Street)
STAMFORD, CT06901
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Shares 362,810 ( 1 ) ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Block Joel M
243 TRESSER BLVD., 17TH FLOOR
STAMFORD, CT06901
X Chief Executive Officer
Signatures
/s/ Joel M Block 06/01/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 184,737 common shares of the Issuer and 178,073 restricted share units ("RSUs") to acquire common shares of the Issuer received by the reporting person in exchange for subordinate voting shares and RSUs of Cathedra Bitcoin, Inc. ("Cathedra") pursuant to the terms of the Arrangement Agreement, dated March 5, 2026, between the Issuer and Cathedra, in connection with the closing of the Arrangement between the Issuer and Cathedra on June 1, 2026.
( 2 )The RSUs will vest in three equal annual installments on September 25, 2026, September 25, 2027 and September 25, 2028, subject to full acceleration upon the occurrence of a Vesting Event. A "Vesting Event" means: (i) a Change in Control Vesting Event (as defined in the reporting person's RSU Award Agreement), (ii) a material alteration of the capital structure of the Issuer, which, in the opinion of the Issuer, is of such a nature that it is not practical or feasible to make adjustments to the Sphere 3D Corp. 2025 Performance Incentive Plan or the awards granted thereunder, (iii) a dissolution, liquidation or wind-up of the Issuer or (iv) if the reporting person is no longer an employee or director of the Issuer (other than a voluntary resignation as a director). Each RSU represents a contingent right to receive one common share of the Issuer.

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).
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