ETHZ repurchases shares; buyback up to $250M, ETH sale $40M

Rhea-AI Filing Summary

ETHZilla Corporation announced updates to its capital actions. The Board authorized a stock repurchase program for up to $250.0 million of common stock. The program will end on the earliest of June 30, 2026, when the $250.0 million limit is reached, or if discontinued by the Board.

From October 24 to October 27, 2025, the company repurchased approximately 600,000 shares at an average price of about $20.00 per share; these shares have been cancelled or are in the process of being cancelled. The company also disclosed the sale of $40,000,000 of Ether (ETH). The press release with additional details was furnished as Exhibit 99.1.

Insights

Equity capital markets analyst

Buyback authorization and initial repurchases disclosed; ETH sale adds liquidity.

ETHZilla authorized a share repurchase program up to $250.0 million, setting a ceiling and timeframe while keeping execution flexible. Initial activity shows about 600,000 shares bought at roughly $20.00 between Oct 24–27, 2025, with shares cancelled, which reduces outstanding share count.

The company also sold $40,000,000 of ETH, converting a digital asset position into cash. Actual market impact depends on future repurchase pace and pricing, which are at the Board’s discretion and may cease at any time per the stated terms.

Key items to watch are any subsequent disclosures on cumulative repurchases under the “up to $250.0 million” authorization and any additional digital asset transactions discussed in future company updates.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 27, 2025

ETHZilla Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		001-38105		90-1890354
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2875 South Ocean Blvd, Suite 200 Palm Beach, FL		33480
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 507-0669

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ETHZ		The NASDAQ Stock Market LLC
Warrants to purchase shares of Common Stock		ETHZW		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On October 27, 2025, ETHZilla Corporation (the “Company”) issued a press release providing an update on its stock repurchase program, and disclosing the sale of $40 million of Ether (ETH), a copy of which is furnished hereto as Exhibit 99.1, which is incorporated by reference into this Item 7.01 in its entirety.

The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 8.01 Other Events.

Stock Repurchase Program

On August 22, 2025, the Board of Directors of the Company authorized and approved a stock repurchase program for up to $250.0 million of the currently outstanding shares of the Company’s common stock. Subject to any future extension in the discretion of the Board of Directors of the Company, the repurchase program is scheduled to expire upon the earliest of (i) June 30, 2026, (ii) when a maximum of $250.0 million of the Company’s common stock has been repurchased, or (iii) when such program is discontinued by the Board of Directors.

From October 24, 2025 to October 27, 2025, the Company repurchased an aggregate of approximately 600,000 shares of common stock at an average price of approximately $20.00 per share, which shares have been cancelled and/or are in the process of being cancelled.

Sale of ETH

On October 24, 2025, the Company sold $40,000,000 of ETH.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1*		Press Release dated October 27, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL documents).

* Furnished herewith.

Forward Looking Statements

This Current Report on Form 8-K and the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, may contain forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). These forward-looking statements represent the Company’s current expectations or beliefs concerning future events and can generally be identified using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “target” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, the amount and timing of stock repurchases under the repurchase program. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, the effects of stock repurchases and risks relating to the fact that common share repurchases may not be conducted in the timeframe or in the manner the Company expects, or at all. The Company undertakes no obligation to publicly update or revise any of the forward-looking statements, whether because of new information, future events or otherwise, made in the release or presentation or in any of its Securities and Exchange Commission (SEC) filings or public disclosures, except as provided by law. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including Form 10-Qs, Form 10-Ks and Form 8-Ks, filed with the SEC and available at www.sec.gov. Forward-looking statements speak only as of the date they are made.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 27, 2025

	ETHZilla Corporation
	By:	/s/ McAndrew Rudisill
		Name:	McAndrew Rudisill
		Title:	Chief Executive Officer

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FAQ

What did ETHZ (ETHZilla) announce regarding its share repurchase program?

The Board authorized a stock repurchase program for up to $250.0 million of common stock, subject to Board discretion.

How many ETHZ shares were repurchased and at what price?

From October 24–27, 2025, ETHZ repurchased about 600,000 shares at an average price of approximately $20.00 per share.

When does ETHZ’s buyback program expire?

It expires on the earliest of June 30, 2026, when $250.0 million has been repurchased, or if discontinued by the Board.

What did ETHZ disclose about its digital assets?

On October 24, 2025, the company sold $40,000,000 of Ether (ETH).

Where can I find the detailed announcement from ETHZ?

Details are in the press release furnished as Exhibit 99.1 to the current report.

What are ETHZ’s exchange tickers?

Common stock trades as ETHZ and warrants as ETHZW on The NASDAQ Stock Market LLC.