[8-K] ETHZilla Corp Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Equity Capital Structure Analyst

ETHZilla cancels 2.1M repurchased shares, trimming share count.

ETHZilla Corporation cancelled 2,099,741 treasury shares of common stock on November 21, 2025. These shares had been acquired under a previously disclosed share repurchase program at an average price of $22.04 per share, inclusive of fees. The company reports that total common shares issued and outstanding were 19,301,223 as of November 24, 2025.

Cancelling repurchased shares removes them from the share count, so each remaining share represents a slightly larger ownership stake. This action can support per-share metrics such as earnings per share, assuming operating performance is stable. The economic effect depends on how this reduced share base interacts with future results the company reports in its periodic filings.

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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): November 21, 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

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 8.01 Other Events

On November 21, 2025, ETHZilla Corporation (“ETHZilla” or the “Company”) cancelled 2,099,741 treasury shares of common stock which had been repurchased as part of the Company’s previously disclosed Board of Directors approved share repurchase program. The total shares of common stock of the Company which are issued and outstanding following such cancellation, is 19,301,223, as of November 24, 2025. The Company had repurchased the shares at an average price of $22.04 per share, inclusive of fees.

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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: November 25, 2025

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

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FAQ

What did ETHZilla (ETHZ) announce in this Form 8-K?

ETHZilla Corporation announced that it cancelled 2,099,741 treasury shares of common stock on November 21, 2025, which had been repurchased under its Board-approved share repurchase program.

How many ETHZilla common shares are outstanding after the cancellation?

After cancelling the treasury shares, ETHZilla states that its total common shares issued and outstanding were 19,301,223 as of November 24, 2025.

At what price did ETHZilla repurchase the cancelled shares?

ETHZilla reports that the cancelled shares had been repurchased at an average price of $22.04 per share, inclusive of fees.

Was the ETHZilla share cancellation part of a previously approved program?

Yes. The 2,099,741 treasury shares that were cancelled had been repurchased as part of ETHZilla's previously disclosed Board of Directors approved share repurchase program.

Who signed the ETHZilla (ETHZ) 8-K reporting this share cancellation?

The report was signed on behalf of ETHZilla Corporation by McAndrew Rudisill, the company’s Chief Executive Officer.