ETHZilla Corp (ETHZ) director Ryan Smith cancels restricted stock grant

Rhea-AI Filing Summary

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reports that restricted shares of common stock previously granted to director Ryan Smith on November 12, 2025 were rescinded and cancelled in their entirety.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.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smith Ryan Lewis

Role Director

Type	Security	Shares	Price	Value
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 16,718 shares (Direct)

Footnotes (1)

1. On December 1, 2025, upon the recommendation of the Compensation Committee, the Board of Directors of the Issuer approved the rescission and cancellation, in their entirety and effective ab initio, of the shares of restricted Common Stock previously granted to the Reporting Person on November 12, 2025 (the "Awards"). In addition, on December 1, 2025, the Reporting Person entered into a Restricted Stock Award Rescission Agreement with the Issuer pursuant to which he acknowledged and agreed to the rescission and cancellation of the Awards effective as of their original grant date. No consideration was paid in connection with these rescissions, and all such Awards have been cancelled. This Form 4/A amends and replaces the prior Form 4 filed by the Reporting Person on November 17, 2025, to describe the holdings of the Reporting Person prior to such now rescinded Awards (see Footnote 1). All prior reported gifts of shares issued in connection with the Awards were also unwound or not consummated and the Awarded shares associated therewith cancelled.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Smith Ryan Lewis

(Last) (First) (Middle)

2875 SOUTH OCEAN BLVD,

SUITE 200

(Street)

PALM BEACH FL 33480

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2025

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								16,718(1)(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

Explanation of Responses:

1. On December 1, 2025, upon the recommendation of the Compensation Committee, the Board of Directors of the Issuer approved the rescission and cancellation, in their entirety and effective ab initio, of the shares of restricted Common Stock previously granted to the Reporting Person on November 12, 2025 (the "Awards"). In addition, on December 1, 2025, the Reporting Person entered into a Restricted Stock Award Rescission Agreement with the Issuer pursuant to which he acknowledged and agreed to the rescission and cancellation of the Awards effective as of their original grant date. No consideration was paid in connection with these rescissions, and all such Awards have been cancelled.

2. This Form 4/A amends and replaces the prior Form 4 filed by the Reporting Person on November 17, 2025, to describe the holdings of the Reporting Person prior to such now rescinded Awards (see Footnote 1). All prior reported gifts of shares issued in connection with the Awards were also unwound or not consummated and the Awarded shares associated therewith cancelled.

	/s/ Ryan Smith	12/03/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ETHZilla Corp (ETHZ) report in this Form 4/A?

The filing reports that director Ryan Smith had previously granted restricted shares of ETHZilla Corp common stock on November 12, 2025, and that these restricted stock awards were later rescinded and cancelled in their entirety effective as of the original grant date.

When were the ETHZilla Corp restricted stock awards rescinded and cancelled?

On December 1, 2025, ETHZilla Corp’s Board of Directors, upon recommendation of the Compensation Committee, approved the rescission and cancellation of the restricted stock awards previously granted on November 12, 2025.

Did Ryan Smith receive any consideration for cancelling his ETHZ restricted stock awards?

No. The filing states that no consideration was paid in connection with the rescission and cancellation of the restricted stock awards, and that all such awards have been cancelled.

What agreement did Ryan Smith enter into with ETHZilla Corp regarding the award cancellation?

On December 1, 2025, Ryan Smith entered into a Restricted Stock Award Rescission Agreement with ETHZilla Corp under which he acknowledged and agreed to the rescission and cancellation of the awards effective as of the original grant date.

How many ETHZilla Corp shares does Ryan Smith beneficially own after the reported changes?

Following the reported transactions, the Form 4/A shows that Ryan Smith beneficially owns 16,718 shares of ETHZilla Corp common stock, held as direct ownership.

Why was this ETHZilla Corp Form 4 amended as Form 4/A?

This Form 4/A amends and replaces the prior form filed on November 17, 2025 to describe Ryan Smith’s holdings prior to the now-rescinded awards. The filing explains that all prior reported gifts of shares issued in connection with those awards were also unwound or not consummated and the associated awarded shares cancelled.