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ETHZilla Corporation SEC Filings

ETHZ Nasdaq

Welcome to our dedicated page for ETHZilla Corporation SEC filings (Ticker: ETHZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

ETHZilla Corporation (Nasdaq: ETHZ) files periodic and current reports with the U.S. Securities and Exchange Commission that provide detailed information on its decentralized finance (DeFi) and real-world asset tokenization business. On this page, you can access ETHZilla’s SEC filings, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, alongside AI-powered summaries that explain the key points of each document in clear language.

For ETHZilla, Form 10-K and Form 10-Q filings describe its role as a technology company in the DeFi industry, its ETH-based treasury and yield strategies, participation in DeFi protocols, and its efforts to build tokenization infrastructure on Ethereum and Layer 2 networks. These reports also include risk factor disclosures addressing topics such as crypto asset price volatility, regulatory uncertainty, debt covenants and competition in digital asset markets.

ETHZilla’s numerous Form 8-K filings provide timely updates on material events, such as senior secured convertible notes and debentures, amendments to those instruments, investments in Satschel (Liquidity.io), Karus and Zippy, stock repurchase activity, reverse stock split implementation, increases in authorized share capital, equity incentive plan approvals, and executive and director appointments. Other filings discuss share issuance approvals under Nasdaq listing rules and the cancellation of repurchased treasury shares.

Stock Titan’s platform presents these filings with AI-generated summaries that highlight key terms, conversion prices, collateral arrangements, tokenization-related agreements and governance decisions, helping readers quickly understand complex capital structure and DeFi-related disclosures. Real-time updates from EDGAR ensure that new ETHZilla filings, including Form 4 insider transaction reports when available, appear promptly, while AI insights on 10-K and 10-Q reports make it easier to interpret ETHZilla’s financial statements, digital asset accounting and risk discussions without reading every page.

Rhea-AI Summary

ETHZilla Corporation has filed a shelf registration statement on Form S-3 covering the potential resale of up to 2,726,983 shares of its common stock by existing stockholders. These shares were issued in connection with recent acquisitions of Satschel, Karus, and Zippy and related stock purchase and registration rights agreements.

All shares in this prospectus are being sold by the selling stockholders, so ETHZilla will not receive any proceeds from these resales, though it will pay the registration costs. The shares represent about 14.4% of the 18,935,791 common shares outstanding as of December 18, 2025, and may be sold from time to time on Nasdaq (where ETHZ trades under “ETHZ”) or in private transactions at market or negotiated prices.

The company highlights substantial risk factors, including stock price volatility, potential dilution from other securities, heavy reliance on an ETH-focused treasury strategy, significant secured convertible notes subject to a mandatory redemption agreement, and regulatory and operational risks related to DeFi, tokenization, staking, custody, and digital-asset regulation.

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ETHZilla Corporation held a special meeting where stockholders approved a key proposal related to its senior secured convertible notes. Holders of 12,788,555 shares, or 79.8% of voting shares as of October 17, 2025, were represented, establishing a quorum. Proposal 1, which authorizes issuance of common stock upon note conversion to comply with Nasdaq rules for potential issuances of at least 20% of outstanding shares, passed with 9,147,112 votes for and 3,605,253 against.

Following this approval, the principal amount of the notes is currently convertible into 117,999,344 shares of common stock and could reach 125,079,305 shares if interest continues to accrue through maturity, based on a conversion price of $3.05 per share and subject to adjustment. The company also entered into a Note Mandatory Redemption Agreement on December 9, 2025, under which it agreed to repurchase and redeem the convertible notes on or before December 30, 2025.

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ETHZilla Corp director updates insider holdings after award cancellation. The filing reports that restricted shares of common stock previously granted to director Ryan Smith on November 12, 2025 were rescinded and cancelled in their entirety. On December 1, 2025, the board, following the Compensation Committee’s recommendation, approved this rescission effective as of the original grant date, and Smith entered into a rescission agreement acknowledging the cancellation. No consideration was paid, and all awards and related gifted shares tied to that grant were either unwound or not completed and the associated shares cancelled. Following these adjustments, Smith is reported as directly beneficially owning 16,718 shares of ETHZilla Corp common stock.

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ETHZilla Corporation reported that on November 21, 2025 it cancelled 2,099,741 treasury shares of common stock that had been repurchased under its Board-approved share repurchase program. These shares were bought back at an average price of $22.04 per share, inclusive of fees.

After this cancellation, ETHZilla states that total common shares issued and outstanding were 19,301,223 as of November 24, 2025. Cancelling repurchased shares reduces the share count, which can increase the ownership percentage and potential earnings per share for remaining stockholders.

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ETHZilla Corp (ETHZ) reported insider equity activity by Chief Executive Officer and director McAndrew Rudisill. On 11/12/2025 he was granted 1,365,000 shares of common stock at a price of $0.00, issued as compensation for services as CEO and director. Of this grant, 682,500 shares vested on the grant date, with another 682,500 shares scheduled to vest on January 2, 2026. To cover tax withholding related to the fully vested award, 271,635 shares were withheld by ETHZilla. On 11/14/2025, he gifted 40,865 shares to a donor advised fund and 370,000 shares to Pelagic Capital Advisors LLC for estate planning, with the filing stating there was no change in his beneficial ownership of the gifted shares. Following these transactions, he holds shares directly and indirectly through several entities he manages, including BER I LLC, GER I LLC, MRR I LLC, and Pelagic Capital Advisors LLC.

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ETHZilla Corp (ETHZ) director Andrew Suckling reported equity awards and related movements. On 11/12/2025, he was granted 649,748 shares at $0.00 as board compensation; 324,874 vested immediately and 324,874 vest on January 2, 2026.

Also on 11/12/2025, 175,854 shares were withheld to cover taxes tied to the fully vested portion. On 11/14/2025, he made a bona fide gift of 149,020 shares to Verulam LLC, which he manages for family estate planning; the filing notes no change in beneficial ownership for those gifted shares.

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ETHZilla Corp (ETHZ) director Jason New reported equity transactions on Form 4. He received 952,500 shares of common stock at $0.00 on 11/12/2025; 476,250 vested on the grant date and 476,250 vest on January 2, 2026. In connection with the award, 257,794 shares were withheld to satisfy tax obligations.

On 11/14/2025, 218,456 shares were transferred to New Island Advisors LLC for estate planning; the filing notes no change in beneficial ownership for the gifted shares. Following the reported transactions, holdings were 492,250 shares direct, plus indirect positions of 218,456 shares via New Island Advisors LLC and 56,603 shares via New Island Capital LLC.

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ETHZilla Corp (ETHZ) director Jason New filed a Form 3 reporting initial beneficial ownership as of October 7, 2025. He indirectly holds 56,603 shares of common stock through New Island Capital LLC.

He also reports warrants to purchase 480,787 shares at $27.75 (exercisable 08/04/2025) and warrants to purchase 95,700 shares at $34.45 (exercisable 08/08/2025), both held indirectly via New Island Advisors LLC. The warrants have no expiration date and are subject to a 4.99% beneficial ownership blocker, which may be increased to 19.99% with at least 61 days’ written notice. Holdings are adjusted for the company’s 1‑for‑10 reverse stock split effective October 20, 2025.

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ETHZilla Corporation reported a sharp pivot to digital‑asset operations and discontinued its pharmaceutical and gaming platform activities. For the quarter, the company recorded a net loss of $216.7 million and recognized $4.11 million in staking and incentive revenue as it began native and liquid ETH staking.

ETHZilla closed two senior secured convertible note financings ($156.25 million in August and $360 million in September), recorded at a fair value of $496.3 million at quarter‑end, and held $505.6 million in restricted cash equivalents securing the notes. Total cash, cash equivalents and restricted cash equivalents were $558.9 million. The company reported $180.9 million in digital assets and $257.6 million in staking receivables, with total assets of $1.009 billion. General and administrative expenses were $224.6 million in the quarter, driven largely by stock‑based compensation.

Management stated that recent fundraising alleviated prior substantial doubt about going concern. A 1‑for‑10 reverse stock split became effective on October 20, 2025; 21,398,839 shares were outstanding as of November 12, 2025.

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ETHZilla Corporation furnished a press release and an earnings presentation covering financial results for the three and nine months ended September 30, 2025, and announced a conference call. The materials include non‑GAAP reconciliations and are furnished, not filed, under the Exchange Act.

The Board appointed John Saunders as Chief Financial Officer and Secretary, effective the business day following the filing date of the Company’s Form 10‑Q for the quarter ended September 30, 2025. Eric Van Lent will step down as Principal Accounting/Financial Officer and Secretary on the same effective date. ETHZilla entered an Offer Letter effective August 1, 2025 for Mr. Saunders as Vice President of Finance at $350,000 per year, increased to $450,000 per year on November 12, 2025, and plans to enter a standard indemnification agreement.

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FAQ

What is the current stock price of ETHZilla Corporation (ETHZ)?

The current stock price of ETHZilla Corporation (ETHZ) is $5.59 as of January 16, 2026.

What is the market cap of ETHZilla Corporation (ETHZ)?

The market cap of ETHZilla Corporation (ETHZ) is approximately 103.0M.
ETHZilla Corporation

Nasdaq:ETHZ

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ETHZ Stock Data

103.05M
8.31M
13.28%
6.94%
0.66%
Biotechnology
Finance Services
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United States
PALM BEACH

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