Elray Resources Form 4: 3,000,000 Warrant Exercise and Subsequent Sales

Rhea-AI Filing Summary

Elray Resources, Inc. exercised Common Stock Purchase Warrants to acquire 3,000,000 shares of ETHZilla Corp ("ETHZ") common stock on 07/27/2025 at an exercise price of $1.68 per share. The exercise was paid on a cashless basis, with the issuer withholding 1,680,000 shares to cover the exercise cost and issuing 1,320,000 shares to Elray Resources. Following multiple open-market sales reported between 08/07/2025 and 08/11/2025, the reporting person's beneficial ownership declined to 1,320,000 shares. The Form 4 discloses that 1,318,000 of the reported shares are expected to be repurchased by the issuer under a previously disclosed Settlement and Release Agreement dated April 23, 2024. The Form 4 is signed by Anthony Brian Goodman, CEO of Elray Resources, Inc.

Positive

• Warrant exercise disclosed: Elray Resources exercised 3,000,000 warrants at $1.68, fully reported in this Form 4.
• Cashless exercise detail: Issuer withheld 1,680,000 shares to pay the exercise price and issued 1,320,000 shares to the reporting person, as explicitly stated.
• Disclosure transparency: Sales executed across multiple trades include weighted average prices and the reporting person offers to provide full trade details upon request.

Negative

• Substantial reduction in beneficial ownership: Reported beneficial ownership declined from 4,318,000 shares to 1,320,000 shares following the transactions listed on this Form 4.
• Planned repurchase: 1,318,000 shares are expected to be repurchased by the issuer pursuant to a Settlement and Release Agreement dated April 23, 2024, which will further reduce the reporting person's net holdings.

Insights

Securities Analyst

TL;DR: Large warrant exercise followed by several block sales reduced reported beneficial ownership materially; repurchase clause may further reduce outstanding shares held.

The filing shows a cashless exercise of 3,000,000 warrants at $1.68 resulting in 1,320,000 issued shares after withholding 1,680,000 shares for payment. Subsequent disclosed sales on 08/07/2025, 08/08/2025 and 08/11/2025 decreased ownership to 1,320,000 shares. The filing explicitly notes 1,318,000 shares are expected to be repurchased by the issuer under a Settlement and Release Agreement dated April 23, 2024, which, if completed as stated, would substantially reduce the reporting person's net holdings. All prices for sales are provided as weighted averages and ranges, with undertakings to provide full trade details upon request.

Corporate Governance Expert

TL;DR: Insider transaction is fully disclosed and signed; repurchase arrangement and cashless exercise are material governance items for shareholders to note.

The Form 4 is signed by the reporting entity's CEO and discloses both derivative exercise mechanics and subsequent dispositions. The cashless exercise and issuer withholding are explicitly described. The reference to a Settlement and Release Agreement and an expected repurchase of 1,318,000 shares is a contractual item previously disclosed and should be considered part of the governance and related-party transaction record. The filing includes undertakings to provide detailed trade execution information on request, which supports transparency.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ELRAY RESOURCES, INC.

(Last) (First) (Middle)

3651 LINDELL ROAD, SUITE D131

(Street)

LAS VEGAS NV 89103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ETHZilla Corp [ ETHZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 Stock	07/27/2025		X		3,000,000	A	$1.68	4,318,000(2)	D
Common Stock	07/27/2025		S(1)		1,680,000	D	$3	2,638,000(2)	D
Common Stock	08/07/2025		S		135,257	D	$3.56(3)	2,502,743(2)	D
Common Stock	08/08/2025		S		777,595	D	$3.18(4)	1,725,148(2)	D
Common Stock	08/11/2025		S		405,148	D	$3.17(5)	1,320,000(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Common Stock Purchase Warrants	$1.68	07/27/2025		X(1)			3,000,000	12/27/2024	09/30/2031	Common Stock	3,000,000	$0.0	0	D

Explanation of Responses:

1. On July 27, 2025, Elray Resources, Inc. exercised Common Stock Purchase Warrants to purchase 3,000,000 shares of the Issuer's common stock at an exercise price of $1.68 per share. Elray Resources, Inc. paid the exercise price on a cashless basis, resulting in the Issuer withholding of 1,680,000 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,320,000 shares.

2. Includes 1,318,000 shares of Common Stock that are expected to be repurchased by the Issuer following the date of this Form 4 pursuant to the terms of that certain Settlement and Release Agreement dated and effective April 23, 2024, by and between the Issuer, Elray Resources, Inc. and Luxor Capital, LLC, as previously disclosed.

3. This transaction was executed in multiple trades at prices ranging from $3.83 to $3.40, inclusive. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $4.84 to $3.00, inclusive. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $3.37 to $3.00, inclusive. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	Elray Resources, Inc., by /s/ Anthony Brian Goodman, CEO	08/18/2025
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Elray Resources report on Form 4 for ETHZ?

Elray Resources reported exercising 3,000,000 Common Stock Purchase Warrants at $1.68 on 07/27/2025 and subsequent sales reducing beneficial ownership to 1,320,000 shares.

How many shares were issued to Elray Resources after the cashless exercise?

1,320,000 shares were issued to the reporting person after the issuer withheld 1,680,000 shares to cover the exercise cost.

Were shares sold after the warrant exercise?

Yes. The filing shows sales on 08/07/2025 (135,257 shares), 08/08/2025 (777,595 shares) and 08/11/2025 (405,148 shares) with reported weighted average prices.

Is any of the reported stock expected to be repurchased by the issuer?

Yes. The filing states 1,318,000 shares are expected to be repurchased under a Settlement and Release Agreement dated April 23, 2024.

Who signed the Form 4 filing?

Anthony Brian Goodman, CEO of Elray Resources, Inc., signed the Form 4 on 08/18/2025.