UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from___________________________to ___________________________ Commission File Number: 001-36532 __________________________________ Sphere 3D Corp. (Exact name of Registrant as specif ...

The price trend for Sphere 3D Corp. (ANY) has been bearish lately and the stock has lost 19.4% over the past week. However, the formation of a hammer chart pattern in its last trading session indicates that the stock could witness a trend reversal soon, as bulls might have gained significant control over the price to help it find support.The formation of a hammer pattern is considered a technical indication of nearing a bottom with likely subsiding of selling pressure. But this is not the only factor that m ...

Core Viewpoint - The M&A Class Action Firm is investigating Sphere 3D Corp. regarding its merger with Cathedra Bitcoin Inc., focusing on the fairness of the proposed transaction where Cathedra shareholders will receive 0.123014 shares of Sphere 3D common stock for each Cathedra share [1]. Group 1 - The investigation is led by attorney Juan Monteverde, who has a successful track record in recovering millions for shareholders [1]. - The firm is recognized as a Top 50 Firm in the 2025 ISS Securities Class Action Services Report [1]. - The proposed merger terms raise questions about their fairness, prompting the investigation [1]. Group 2 - The law firm Monteverde & Associates PC is based in the Empire State Building, New York City, and specializes in class action securities [1]. - The firm emphasizes that it has a successful history in trial and appellate courts, including the U.S. Supreme Court [1]. - Shareholders concerned about the merger can obtain additional information free of charge from the firm [1].

Core Viewpoint - Sphere 3D Corp. reported its financial results for the fiscal year ended December 31, 2025, highlighting a strategic merger with Cathedra Bitcoin to enhance operational capabilities and growth opportunities [1][2]. Financial Performance - The company generated revenues of $11.2 million in fiscal year 2025, a decrease from $16.6 million in 2024, primarily due to the April 2024 halving event and the transition to newer mining equipment [7]. - Operating costs and expenses decreased by $4.8 million to $33.2 million in 2025, compared to $38.0 million in 2024 [7]. - General and administrative expenses were reduced by approximately 33% to $8.3 million in 2025, down from $12.4 million in 2024 [7]. - The net loss for fiscal year 2025 was $21.5 million, compared to a net loss of $9.5 million in 2024, with a net loss per share of $7.37 [6][7]. Bitcoin Mining Operations - During 2025, the company mined a total of 111.6 Bitcoin, with a self-mined balance of 37.3 Bitcoin as of December 31, 2025 [2]. - The company replaced older generation miners with approximately 2,300 newer generation S21+, S21 XP, and S21 Pro miners, improving average fleet efficiency from 27.1 J/th to below 19.0 J/th [7]. Assets and Liabilities - As of December 31, 2025, total assets were reported at $25.1 million, a significant decrease from $43.2 million in 2024 [8]. - Cash and cash equivalents decreased to $3.7 million from $5.4 million in 2024, while Bitcoin holdings increased to $3.3 million from $1.4 million [8].

Core Insights - Sphere 3D Corp. is merging with Cathedra, which will enhance its data center portfolio and operational capacity [2][3] - The merger will result in Cathedra security holders owning approximately 49% of the combined entity [3] - The combined company aims to leverage over 100 MW of potential infrastructure expansion opportunities, including high-performance compute and AI infrastructure [4] Company Overview - Sphere 3D has a market capitalization of $4.88 million and has experienced a significant decline of 75.25% in stock price over the past year [4][5] - The stock closed at $1.46, reflecting a 5.80% increase in the regular trading session [5] - Sphere's stock is currently positioned about 3% above its 52-week low, indicating a challenging market environment [5] Leadership Changes - Cathedra CEO Joel Block will lead the merged entity, while Sphere CEO Kurt Kalbfleisch will transition to the role of CFO [3] - The combined entity will retain the Sphere name and continue trading on NASDAQ under the symbol "ANY" [4]

Core Insights - Cathedra Bitcoin Inc. and Sphere 3D Corp. have entered into a definitive agreement for an all-stock transaction to create a high-density computing power infrastructure company focused on digital assets and energy optimization [1][2] - The combined company will retain Sphere's name and NASDAQ listing under the symbol "ANY" [2] - The transaction aims to enhance operational efficiency, profitability, and growth strategy by leveraging both companies' strengths in energy and capital markets [3] Company Overview - Cathedra Bitcoin Inc. develops and operates digital infrastructure assets across North America, hosting bitcoin mining clients and operating proprietary mining machines [19] - Sphere 3D Corp. is a Bitcoin miner focused on capital-efficient procurement of mining equipment and partnerships with data center operators [20] Transaction Details - Upon completion, Cathedra security holders will receive approximately 49% of the combined company's shares [2] - The transaction will be executed through a court-approved plan of arrangement and requires various shareholder and regulatory approvals [9][11] - Cathedra shareholders will receive specific exchange ratios for their shares, with certain key shareholders subject to a 7% post-closing ownership cap [8] Strategic Benefits - The combined company will manage 53 megawatts of power capacity across five data centers in Iowa, Kentucky, and Tennessee [7] - It plans to diversify revenue streams through proprietary mining and hosting services, enhancing profitability and operational scale [7] - The leadership team will consist of experienced executives from both companies, with Joel Block as CEO and Kurt Kalbfleisch as CFO [5][7] Growth Prospects - The combined company expects to capitalize on a robust pipeline of over 100 megawatts of potential expansion opportunities [7] - It aims to optimize operations and pursue high-performance computing opportunities alongside bitcoin mining [3][7] - The transaction is seen as a significant milestone for both companies, positioning them to capture value in the evolving digital infrastructure landscape [3]

Core Viewpoint - Sphere 3D Corp and Cathedra Bitcoin Inc. have entered into a definitive agreement for an all-stock transaction to create a next-generation high-density computing power infrastructure company focused on high-performance computing, digital assets, and energy optimization [1][2] Company Overview - Sphere 3D Corp is a bitcoin mining company listed on NASDAQ under the symbol "ANY" and aims to enhance shareholder value through capital-efficient procurement of mining equipment [19] - Cathedra Bitcoin Inc. develops and operates digital infrastructure assets across North America, hosting bitcoin mining clients and operating a fleet of proprietary mining machines [18] Transaction Details - The transaction will result in Cathedra security holders receiving common shares of Sphere, totaling approximately 49% of the issued and outstanding share capital of Sphere on a partially diluted basis [2] - The combined company will retain Sphere's name and NASDAQ listing [2] Strategic Benefits - The combined company is expected to improve operational efficiency, enhance profitability, and accelerate growth strategy by leveraging low-cost power and disciplined capital allocation [1][3] - The initial power capacity will be 53 megawatts across five data centers located in Iowa, Kentucky, and Tennessee [7] Leadership and Management - Joel Block, CEO of Cathedra, will become the CEO of the combined company, while Kurt Kalbfleisch, current CEO and CFO of Sphere, will remain as CFO [5][7] - The board will include experienced independent directors with expertise in bitcoin mining, digital infrastructure, and capital markets [5] Growth Prospects - The combined company plans to evaluate expansion into high-performance computing and AI infrastructure opportunities, aiming to maximize the value of its energy resources [7] - A robust pipeline of over 100 megawatts of potential expansion opportunities is anticipated, with Cathedra's leadership having increased power capacity by 50% in the past six months [7] Approval Process - The transaction requires approvals from the British Columbia Supreme Court and a majority of votes from both Cathedra and Sphere shareholders [9][10] - Customary deal protection provisions are included in the agreement, along with a reciprocal termination fee [11]

Core Viewpoint - Sphere 3D Corp. is focusing on operational efficiency and financial discipline in its Bitcoin mining activities, while also implementing a reverse stock split to enhance its share structure [1][6]. Operational Focus - The company has optimized its Bitcoin mining operations despite a challenging macroeconomic and energy environment, making selective investments in newer-generation mining equipment to improve efficiency [2]. - Sphere 3D's average fleet efficiency improved from 27.1 J/th at the end of 2024 to below 19.0 J/th currently, following the replacement of older miners with approximately 2,300 newer generation S21+ and S21 XP miners [2]. Financial Performance - In 2025, Sphere 3D mined a total of 111.6 Bitcoin, with a self-mined balance of 37.3 Bitcoin as of December 31, 2025 [3]. - The company achieved a 50% reduction in general and administrative expenses in Q4 2025 compared to Q4 2024, aligning its cost structure with its operational footprint [4]. Strategic Actions - Sphere 3D sold its remaining CORZ shares, recovering $9.4 million above its settlement value, and exited its hosting agreement with Rebel Mining Company LLC, which contributed to simplifying its operational profile [5]. - The company raised $4.1 million in gross proceeds through a warrant inducement, which was reinvested into newer-generation mining equipment [5]. Share Consolidation - A reverse stock split will take effect on February 9, 2026, reducing the number of common shares outstanding from approximately 33.9 million to about 3.4 million [6][7]. - The reverse stock split will not change the par value per share and will be executed uniformly for all shareholders, with adjustments made for fractional shares [6][7].

Group 1 - The special meeting of shareholders of Sphere 3D Corp. is being conducted virtually to ensure accessibility for all shareholders [2] - Duncan McEwan serves as the Chairman of the Board and is present at the meeting along with other directors and the CEO [2] - The meeting is officially called to order with the appointment of a Secretary and a scrutineer to oversee the proceedings [3] Group 2 - Only registered shareholders who have signed in with their control number are eligible to vote and ask questions during the meeting [4] - A notice regarding access to the company's proxy materials was mailed to registered shareholders on December 5, 2025, with a declaration of mailing provided by TSX Trust Company [4] - The company's bylaws stipulate that a quorum for the meeting requires at least 2 persons present, holding or represented by proxy, not less than 33.3333% of the total number of shares [5]

Financial Performance - Sphere 3D reported revenue of $2.6 million for Q3 2025, an increase of 8.8% compared to $2.4 million in Q3 2024[6] - Loss from operations decreased by 23% to $4.0 million in Q3 2025, compared to $5.2 million in Q3 2024[9] - Total operating costs and expenses for Q3 2025 were $6.7 million, a decrease from $7.5 million in Q3 2024[9] Bitcoin Mining Operations - The company mined 23.0 Bitcoin during Q3 2025, a decrease of 40.5% from 38.7 Bitcoin in Q3 2024 due to higher curtailments and fewer miners online[6] - Sphere 3D replaced 1,500 older generation miners with approximately 900 newer generation S21+ miners[6] - As of September 30, 2025, Sphere 3D had a self-mined Bitcoin balance of 22.7 Bitcoin with a fair value of approximately $2.6 million[4] Cost Management - General and administrative expenses were reduced by approximately 40% to $1.8 million in Q3 2025, down from $3.0 million in Q3 2024[6] - Sphere 3D's total assets as of September 30, 2025, were $31.1 million, down from $43.2 million as of December 31, 2024[13] Capital Raising and Agreements - The company raised $4.1 million in gross proceeds through a warrant inducement[6] - The company entered into a new hosting agreement to support additional miners, enhancing its operational capacity[6]