Sphere 3D Corp. — Proxy Solicitation & Information Statement 2025

Dec 5, 2025

DEFA14A 1 a2025specialmeetingadditio.htm DEFA14A Document created using Wdesk Copyright 2025 Workiva Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Sphere 3D Corp.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x	No fee required
o	Fee paid previously with preliminary materials
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

IMPORTANT NOTICE REGARDING

INTERNET AVAILABILITY OF PROXY MATERIALS

for the Sphere 3D Corp.

Special Meeting of Shareholders

Meeting Details

Thursday, January 15, 2026

11:30AM Eastern Time

https://Virtual-Meetings.TSXTrust.com/1862

Password: sphere3d2026 (case sensitive)

Get Informed Before You Vote

View the Notice of Meeting & Proxy Statement online at HTTPS://DOCS.TSXTRUST.COM/2040

OR

You can receive a free paper or email copy of the materials by requesting prior to January 7, 2026. Unless requested, you will not receive a paper or email copy. If you would like to request a copy of the materials for this and/or future shareholder meetings, you may call 1-800-600-5869 or Email TSXTIS@TMX.COM . Please be sure to include your Control Number (as shown above) in your Email.

Your Vote Counts

You may enter your voting instructions at www.VoteProxyOnline.com

Using your Control Number above

Until 11:29 AM Eastern Time January 14, 2026

Vote In Person at the Meeting

Visit https://Virtual-Meetings.TSXTrust.com/1862

Enter Password: sphere3d2026 (case sensitive)

Enter Your Control Number (shown above)

If you are a non-registered shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder prior to proxy cut-off and register with TSX Trust in advance of the Meeting prior to proxy cut-off by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form which can be found here https://www.tsxtrust.com/resource/en/75

Proposals Being Considered at the Meeting

See Proposals on the Reverse Side

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items
1. To approve the warrant inducement transaction (the “ Warrant Inducement Proposal ”).
2. To approve a potential name change of the Company (the “ Name Change Proposal ”).
3. To approve adjournments or postponements of the Meeting or to transact such other business as may be properly brought before the Meeting (the “ Adjournment Proposal ”).

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “ FOR ” ALL PROPOSALS ABOVE

PLEASE NOTE – THIS IS NOT A PROXY CARD

YOU CANNOT VOTE BY RETURNING THIS CARD