ETHZ director reports 649,748-share grant, 149,020 gifted to LLC

Rhea-AI Filing Summary

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.

Insider Trade Summary

298,040 shares gifted

Mixed 4 txns

Insider SUCKLING ANDREW P

Role Director

Type	Security	Shares	Price	Value
Gift	Common Stock	149,020	$0.00	--
Gift	Common Stock	149,020	$0.00	--
Grant/Award	Common Stock	649,748	$0.00	--
Tax Withholding	Common Stock	175,854	$0.00	--

Holdings After Transaction: Common Stock — 149,020 shares (Direct); Common Stock — 149,020 shares (Indirect, By Verulam LLC)

Footnotes (1)

1. 324,874 shares vested on the grant date and 324,874 shares vest on January 2, 2026. Issued in consideration for services rendered and agreed to be rendered to the Issuer as a member of the Board of Directors of the Issuer. A total of 175,854 shares of common stock awarded to the Reporting Person by the Issuer were withheld by the Issuer to satisfy tax withholding obligations in connection with the award of an aggregate of 324,874 fully-vested shares of common stock to the Reporting Person on November 12, 2025 (see Footnote 1). On November 14, 2025, the Reporting Person gifted 149,020 shares of common stock to Verulam LLC, which is managed by the Reporting Person for the benefit of the Reporting Person's family, for estate planning purposes - There was no change in the beneficial ownership of the gifted shares in connection with such transaction. The Reporting Person is the manager of Verulam LLC. Mr. Suckling disclaims beneficial ownership of the shares of common stock owned directly by Verulam LLC, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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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^*

SUCKLING ANDREW P

(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)

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	11/12/2025		A		649,748(1)	A	$0.00(2)	649,748	D
Common Stock	11/12/2025		F		175,854(3)	D	$0.00	473,894	D
Common Stock	11/14/2025		G(4)		149,020	D	$0.00	149,020	D
Common Stock	11/14/2025		G(4)		149,020	A	$0.00	149,020	I	By Verulam LLC(5)

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. 324,874 shares vested on the grant date and 324,874 shares vest on January 2, 2026.

2. Issued in consideration for services rendered and agreed to be rendered to the Issuer as a member of the Board of Directors of the Issuer.

3. A total of 175,854 shares of common stock awarded to the Reporting Person by the Issuer were withheld by the Issuer to satisfy tax withholding obligations in connection with the award of an aggregate of 324,874 fully-vested shares of common stock to the Reporting Person on November 12, 2025 (see Footnote 1).

4. On November 14, 2025, the Reporting Person gifted 149,020 shares of common stock to Verulam LLC, which is managed by the Reporting Person for the benefit of the Reporting Person's family, for estate planning purposes - There was no change in the beneficial ownership of the gifted shares in connection with such transaction.

5. The Reporting Person is the manager of Verulam LLC. Mr. Suckling disclaims beneficial ownership of the shares of common stock owned directly by Verulam LLC, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

	/s/ Andrew Suckling	11/14/2025
	** 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

Who filed the Form 4 for ETHZ (ETHZilla Corp)?

Director Andrew Suckling filed the Form 4, reporting equity awards and a subsequent transfer.

How many ETHZ shares were awarded and when do they vest?

He was awarded 649,748 shares on 11/12/2025; 324,874 vested on grant and 324,874 vest on January 2, 2026.

How many shares were withheld for taxes?

175,854 shares were withheld on 11/12/2025 to satisfy tax obligations related to the vested award.

What gift or transfer did the reporting person make?

On 11/14/2025, he gifted 149,020 shares to Verulam LLC for estate planning.

Did the gift change beneficial ownership?

The filing states there was no change in beneficial ownership for the 149,020 gifted shares.

What is Verulam LLC’s role in the holdings?

Verulam LLC is managed by the reporting person; some shares are held indirectly through it, as shown for the gifted 149,020 shares.