Sphere 3D Corp. 8-K

What Happened

• Sphere 3D Corp. (filed 8-K on Dec 22, 2025) appointed Tiah Reppas as its Chief Accounting Officer effective December 17, 2025 and entered into a formal Employment Agreement that replaces an April 7, 2025 offer letter.
• Under the Employment Agreement, Ms. Reppas will receive an annual base salary of $280,000, be eligible for an annual discretionary bonus up to 60% of base salary, and additional performance-based restricted stock units (RSUs) as determined by the Board.
• In connection with the agreement, on December 9, 2025 Ms. Reppas was granted 500,000 RSUs valued at $232,550 (grant price $0.4651 per share); 30% vest on March 1, 2026 and the remainder vests in equal quarterly installments from June 1, 2026 through December 1, 2027.
• The agreement includes severance protections if the Company terminates without cause or Ms. Reppas leaves for good reason: six months continued base pay, 25% of target bonus for six months, six months of certain benefits continuation, and immediate vesting of awards that would vest within 12 months. A one-time $75,000 Transaction bonus is payable if a significant corporate transaction occurs and her employment is in good standing.

Key Details

• Appointment date: December 17, 2025; Employment Agreement filed as Exhibit 10.1.
• Base salary: $280,000 per year; annual discretionary bonus: up to 60% of base.
• Equity grant: 500,000 RSUs on Dec 9, 2025 valued at $232,550; 30% vest Mar 1, 2026; remaining vests quarterly Jun 1, 2026–Dec 1, 2027.
• Severance: six months salary and benefits continuation, 25% of target bonus for six months, and near-term vesting acceleration for certain awards; $75,000 Transaction bonus if criteria met.

Why It Matters

• Management & reporting: The appointment names the company’s principal financial and accounting officer, a key role for financial reporting and SEC compliance; Ms. Reppas is a CPA with prior public company and audit experience (including Ra Medical Systems and Deloitte).
• Compensation and dilution: The RSU grant (500,000 units) and future performance equity could increase share-based compensation expense and potential dilution for shareholders.
• Financial obligations: Severance and transaction bonus provisions create defined potential cash and equity-related obligations (primarily limited to six months’ pay/benefits and specified bonus amounts) that investors should note when assessing governance and executive incentives.
• Full terms: The summary is based on the Employment Agreement filed as Exhibit 10.1; investors should review the full agreement for complete details.