ETHZilla Announces Plans to Effect Early Redemption of 2028 Convertible Notes to Streamline Capital Structure

Rhea-AI Summary

ETHZilla (Nasdaq: ETHZ) announced it intends to redeem in full the outstanding $516 million aggregate principal amount of its convertible notes due 2028 on or by December 30, 2025.

The redemption will be made at a purchase price of 117% of principal plus accrued and unpaid interest and any other amounts due. The company said it will release the restricted cash pledged as collateral to facilitate the redemption and has entered into a redemption agreement with note holders.

Management described the action as a move to streamline the capital structure, strengthen the balance sheet and support efforts to accelerate revenue and net profit from recent strategic initiatives.

Positive

• Redeems $516 million of 2028 convertible notes in full
• Removes potential convertible overhang/dilution from 2028 notes
• Entered a redemption agreement with note holders to facilitate the transaction

Negative

• Redemption requires a 117% purchase price plus accrued interest, increasing cash outlay
• Transaction will involve releasing restricted cash pledged as collateral

Key Figures

Convertible notes redeemed $516 million Aggregate principal amount of 2028 Convertible Notes to be redeemed

Redemption price 117% Purchase price as percentage of outstanding principal

Redemption deadline December 30, 2025 Target date to complete 2028 Convertible Notes redemption

Market Reality Check

$10.32 Last Close

Volume Volume 801,026 is slightly below the 20-day average of 907,131. normal

Technical Shares at $11.24 are trading below the 200-day MA of $21.82, reflecting a longer-term downtrend.

Peers on Argus

ETHZ gained 5.05% while peers showed mixed moves: ABSI +2.03%, SLDB +1.41%, AURA -0.31%, INBX -4.33%, LXRX -5.76%. This points to a company-specific reaction.

Common Catalyst Peer headlines today focus on research updates and partnerships, while ETHZ’s news centers on capital structure and convertible note redemption.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Convertible financing update	Positive	+5.0%	Expanded convertible debentures and disclosed large ETH and cash positions.
Dec 03	Strategic AI/tokenization deal	Positive	+6.5%	Karus stake and AI underwriting integration for auto‑loan tokenization.
Nov 14	CFO promotion	Neutral	-8.2%	Appointment of John T. Saunders as chief financial officer.
Nov 14	Q3 2025 earnings	Neutral	-8.2%	Reported Q3 loss with positive adjusted EBITDA and large ETH holdings.
Oct 27	ETH sale & buybacks	Positive	+14.5%	ETH sales to fund share repurchases under a <b>$250M</b> program.

Pattern Detected

Recent ETHZ news, especially around capital actions and strategic initiatives, has generally seen price moves align with the apparent tone of the announcements.

Recent Company History

Over the last few months, ETHZ has focused on recapitalization, strategic pivots, and balance sheet actions. A recent update expanded its convertible debenture portfolio and detailed substantial ETH and cash holdings. Earlier, ETHZ acquired stakes in Karus and Satschel to build an on‑chain auto‑loan tokenization platform. The company also launched a $250M buyback program and executed ETH sales to fund repurchases. Today’s plan to redeem $516M of 2028 convertible notes fits this broader effort to reshape its capital structure.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-06

An effective S-3ASR shelf dated Oct 6, 2025 registers the resale of 187,618,958 shares issuable upon conversion of Additional Convertible Notes. The filing notes ETHZilla will not receive proceeds from these secondary sales, and selling stockholders control timing and method, which could influence trading dynamics if large blocks are sold.

Market Pulse Summary

This announcement details ETHZ’s intention to redeem in full $516M of 2028 convertible notes at 117% of principal, using restricted cash pledged as collateral. It continues a broader balance‑sheet overhaul that has included buybacks, ETH sales, and large convertible financings. Investors may watch execution of the redemption, future use of freed collateral, and any additional issuance or resale activity under the effective shelf registration tied to convertible securities.

Key Terms

convertible notes financial

"its outstanding $516 million in aggregate principal amount of convertible notes due 2028"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

restricted cash financial

"intends to release the restricted cash on hand pledged as collateral"

Cash that a company holds but cannot use for day-to-day operations because it is set aside for a specific purpose—such as meeting loan covenants, serving as collateral, funding an escrow, or complying with regulations. Like money in a locked savings account earmarked for a bill, restricted cash reduces the cash available to run the business and pay dividends or debts, so investors treat it differently when assessing a company’s true short-term financial strength.

collateral financial

"restricted cash on hand pledged as collateral to facilitate the redemption"

Collateral is an asset a borrower pledges to a lender as security for a loan; if the borrower fails to repay, the lender can take the asset to recover losses. For investors, collateral matters because it reduces lender risk, influences interest rates and loan terms, and determines who gets paid first if a company faces financial trouble—think of it like a pawned item that gives the lender extra protection.

capital structure financial

"a critical streamlining of our capital structure as we seek to generate revenue"

Capital structure is the way a company finances its operations and growth by using different sources of money, such as borrowed funds (loans or bonds) and owner’s equity (investments from owners or shareholders). It’s like a recipe for baking a cake, where the balance of ingredients affects the final product's strength and taste; similarly, the mix of debt and equity influences a company's stability and risk. For investors, understanding a company's capital structure helps gauge how risky it might be to invest or lend money.

tokenization technical

"leadership in bringing real-world assets on-chain and work to execute on a robust tokenization pipeline"

Tokenization is the process of converting real-world assets or rights into digital tokens stored on a computer network. This allows assets, such as property or investments, to be divided into smaller parts, making them easier to buy, sell, or transfer electronically. For investors, tokenization can increase access to a wider range of investments and make transactions faster and more efficient.

current report on form 8-k regulatory

"refer to the Company's Current Report on Form 8-K filed on December 10, 2025"

A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.

AI-generated analysis. Not financial advice.

PALM BEACH, Fla., Dec. 10, 2025 /PRNewswire/ -- ETHZilla Corporation (Nasdaq: ETHZ) ("ETHZilla" or the "Company") today announced that it intends to redeem in full its outstanding $516 million in aggregate principal amount of convertible notes due 2028 (the "Convertible Notes") on or by December 30, 2025, at a purchase price of 117% of the outstanding aggregate principal amount of the Convertible Notes, plus all accrued and unpaid interest and any other amounts due thereon.

The Company intends to release the restricted cash on hand pledged as collateral to facilitate the redemption of the Convertible Notes and has entered into a redemption agreement with the holders of the Convertible Notes to facilitate such redemption.

"We are strengthening our balance sheet and maximizing financial flexibility through this opportunistic redemption. We believe this represents a critical streamlining of our capital structure as we seek to generate revenue and net profit from the strategic initiatives outlined in recent months," said McAndrew Rudisill, chairman and chief executive officer of ETHZilla. "We are fortifying our foundation as we expand ETHZilla's leadership in bringing real-world assets on-chain and work to execute on a robust tokenization pipeline, highlighted by our recently announced deployments and investments in Karus and Zippy. Our go-forward capital allocation strategy positions ETHZilla to accelerate revenue-generating, cash-producing capabilities in the months and quarters ahead."

For more details of the terms of redemption of the Convertible Notes, please refer to the Company's Current Report on Form 8-K filed on December 10, 2025 with the Securities and Exchange Commission.

About ETHZilla

ETHZilla Corporation (Nasdaq: ETHZ) is a technology company in the decentralized finance (DeFi) industry. ETHZilla seeks to connect financial institutions, businesses and organizations worldwide by enabling secure, accessible blockchain transactions through Ethereum network protocol implementations. It generates recurring revenues through various DeFi protocols that improve Ethereum network integrity and security. ETHZilla believes it has the unique capability to bring traditional assets on-chain via tokenization. Through its proprietary protocol implementations, ETHZilla facilitates DeFi transactions and asset digitization across multiple Layer 2 Ethereum networks. ETHZilla is working to offer tokenization solutions, DeFi protocol integration, blockchain analytics, traditional-to-digital asset conversion gateways, and other decentralized finance services. To learn more, visit ETHZilla.com.

Forward Looking Statements

This press release contains "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits of the relationship with Karus, expectations with respect to future performance, and growth of the Company; the ability of the Company to execute its plans, undertake tokenization activities and achieve future performance.

Forward looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company's control, and actual results may differ materially. Applicable risks and uncertainties include, among others, the timing and costs of the Convertible Note redemption discussed herein, including that the transaction on the terms described above is subject to numerous conditions, many of which are beyond the control of the Company, and such transaction may not be completed on the terms described, or at all, and failure to realize the anticipated benefits of the transaction described herein; failure to realize the anticipated benefits of the Company's previously disclosed stock repurchase program, previously announced private placements, sale of convertible notes, and related transactions, including the Company's digital asset treasury strategy; the Company's ability to achieve profitable operations; risks relating to recent acquisitions; risks relating to the Company's stock repurchases, the fact that common stock share repurchases may not be conducted in the timeframe or in the manner the Company expects; expectations regarding the capitalization, resources and ownership structure of the Company; the Company's plans to continue to purchase ETH over time, the Company's digital asset treasury strategy, the digital assets held by the Company, the Company's current and anticipated yield strategies, including its participation in DeFi protocols and plans for tokenization of real world assets; fluctuations in the market price of ETH that will impact the Company's accounting and financial reporting; government regulation of cryptocurrencies; the Company's ability to repurchase shares of common stock, the timing thereof, purchase price thereof, and the fact that repurchases may not be undertaken under the stock repurchase program; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions; risks relating to the Company's outstanding convertible notes, including the Company's ability to repay/redeem such notes, covenants associated therewith and dilution caused by the conversion thereof into common stock, and security interests associated therewith; risks relating to the Company's OTC transactions, including the Company's ability to repay such facilities, covenants associated therewith and security interests associated therewith, including security interests over certain of our cash and ETH; risks relating to the Company's previously announced ATM offering, including potential downward pressure on the Company's stock price associated therewith; risks relating to the Company's operations and business, including the highly volatile nature of the price of Ether and other cryptocurrencies; the risk that the Company's stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purpose, expectations with respect to future performance, growth and anticipated acquisitions; potential litigation involving the Company; global economic conditions; geopolitical events and regulatory changes; access to additional financing, and the potential lack of such financing; and the Company's ability to raise funding in the future and the terms of such funding, including dilution caused thereby, as well as those risks and uncertainties identified and those identified under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as well as the supplemental risk factors and other information the Company has or may file with the SEC. Readers are cautioned not to place undue reliance on these statements. Investors should also be aware that under U.S. generally accepted accounting principles (GAAP), certain crypto assets must be measured at fair value, with changes recognized in net income for each reporting period. These fair value adjustments may cause significant fluctuations in the Company's balance sheet and income statement from period-to-period. In addition, for certain crypto assets, including ETH, which the Company holds, impairment charges may be required to be reported in net income if the market price of such assets (including ETH) falls below the cost basis at which those assets are carried on the balance sheet. Readers are encouraged to read the Company's filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update any forward-looking statements except as required by law. The Company's business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

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SOURCE ETHZilla Corporation

FAQ

What exactly is ETHZilla redeeming on December 30, 2025?

ETHZilla intends to redeem in full its outstanding $516 million aggregate principal amount of convertible notes due 2028 on or by December 30, 2025.

How much will ETHZilla pay to redeem the 2028 convertible notes (Nasdaq: ETHZ)?

The company will pay a purchase price of 117% of the outstanding principal amount plus accrued and unpaid interest and any other amounts due.

Will ETHZilla use restricted cash to complete the ETHZ 2028 note redemption?

The company intends to release the restricted cash on hand pledged as collateral to facilitate the redemption.

What is the stated purpose of ETHZilla's redemption of the 2028 convertible notes?

ETHZilla said the redemption is intended to streamline its capital structure, strengthen the balance sheet and maximize financial flexibility.

Did ETHZilla reach an agreement with holders to redeem the 2028 convertible notes?

Yes, ETHZilla entered into a redemption agreement with holders of the convertible notes to facilitate the redemption.

Where can investors find the full terms of ETHZilla's note redemption?

Details of the redemption terms are available in the company's Form 8-K filed December 10, 2025 with the Securities and Exchange Commission.