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ETHZilla CEO Rudisill reports 1.37M-share award and tax withholding

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Form Type
4

Rhea-AI Filing Summary

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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Insider Rudisill McAndrew
Role Chief Executive Officer
Type Security Shares Price Value
Gift Common Stock 410,865 $0.00 --
Gift Common Stock 370,000 $0.00 --
Grant/Award Common Stock 1,365,000 $0.00 --
Tax Withholding Common Stock 271,635 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 682,500 shares (Direct); Common Stock — 415,283 shares (Indirect, By Pelagic Capital Advisors LLC)
Footnotes (1)
  1. 682,500 shares vested on the grant date and 682,500 shares vest on January 2, 2026. Issued in consideration for services rendered and agreed to be rendered to the Issuer as Chief Executive Officer and director of the Issuer. A total of 271,635 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 682,500 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 (a) 40,865 shares of common stock to an externally managed donor advised fund for estate planning purposes; and (b) 370,000 shares of common stock to Pelagic Capital Advisors LLC, which entity he serves as managing partner and founder of (see Footnote 8) 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 managing partner of BER I LLC ("BER"), and therefore may be deemed to beneficially own the securities held by BER. Mr. Rudisill disclaims beneficial ownership of the shares of common stock owned directly by BER, 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. The Reporting Person is the managing partner of GER I LLC ("GER"), and therefore may be deemed to beneficially own the securities held by GER. Mr. Rudisill disclaims beneficial ownership of the shares of common stock owned directly by GER, 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. The Reporting Person is the managing partner of MRR I LLC ("MRR"), and therefore may be deemed to beneficially own the securities held by MRR. Mr. Rudisill disclaims beneficial ownership of the shares of common stock owned directly by MRR, 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. The Reporting Person is the managing partner and founder of Pelagic Capital Advisors LLC ("Pelagic"), and therefore may be deemed to beneficially own the securities held by Pelagic. Mr. Rudisill disclaims beneficial ownership of the shares of common stock owned directly by Pelagic, 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.
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*
Rudisill McAndrew
(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
X Officer (give title below) Other (specify below)
Chief Executive Officer
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 1,365,000(1) A $0.00(2) 1,365,000 D
Common Stock 11/12/2025 F 271,635(3) D $0.00 1,093,365 D
Common Stock 11/14/2025 G(4) 410,865 D $0.00 682,500 D
Common Stock 3,773 I By BER I LLC(5)
Common Stock 3,773 I By GER I LLC(6)
Common Stock 3,773 I By MRR I LLC(7)
Common Stock 11/14/2025 G(4) 370,000 A $0.00 415,283 I By Pelagic Capital Advisors LLC(8)
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. 682,500 shares vested on the grant date and 682,500 shares vest on January 2, 2026.
2. Issued in consideration for services rendered and agreed to be rendered to the Issuer as Chief Executive Officer and director of the Issuer.
3. A total of 271,635 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 682,500 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 (a) 40,865 shares of common stock to an externally managed donor advised fund for estate planning purposes; and (b) 370,000 shares of common stock to Pelagic Capital Advisors LLC, which entity he serves as managing partner and founder of (see Footnote 8) 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 managing partner of BER I LLC ("BER"), and therefore may be deemed to beneficially own the securities held by BER. Mr. Rudisill disclaims beneficial ownership of the shares of common stock owned directly by BER, 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.
6. The Reporting Person is the managing partner of GER I LLC ("GER"), and therefore may be deemed to beneficially own the securities held by GER. Mr. Rudisill disclaims beneficial ownership of the shares of common stock owned directly by GER, 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.
7. The Reporting Person is the managing partner of MRR I LLC ("MRR"), and therefore may be deemed to beneficially own the securities held by MRR. Mr. Rudisill disclaims beneficial ownership of the shares of common stock owned directly by MRR, 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.
8. The Reporting Person is the managing partner and founder of Pelagic Capital Advisors LLC ("Pelagic"), and therefore may be deemed to beneficially own the securities held by Pelagic. Mr. Rudisill disclaims beneficial ownership of the shares of common stock owned directly by Pelagic, 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/ McAndrew Rudisill 11/17/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ETHZ CEO report on this Form 4 for ETHZilla (ETHZ)?

The CEO and director, McAndrew Rudisill, reported a grant of 1,365,000 shares of common stock on 11/12/2025, tax withholding of 271,635 shares, and gifts totaling 410,865 shares on 11/14/2025.

How many ETHZilla (ETHZ) shares were granted to the CEO and at what price?

The CEO received 1,365,000 shares of ETHZilla common stock at a price of $0.00, issued as consideration for services rendered and agreed to be rendered as Chief Executive Officer and director.

What is the vesting schedule for the ETHZilla (ETHZ) share grant to the CEO?

According to the filing, 682,500 shares vested on the grant date, and an additional 682,500 shares vest on January 2, 2026, reflecting a two-tranche vesting structure.

Why were 271,635 ETHZilla (ETHZ) shares withheld from the CEOs award?

The filing states that 271,635 shares of common stock awarded to the CEO were withheld by ETHZilla to satisfy tax withholding obligations related to the award of 682,500 fully vested shares on November 12, 2025.

What gifts of ETHZilla (ETHZ) shares did the CEO make and for what purpose?

On November 14, 2025, the CEO gifted 40,865 shares to an externally managed donor advised fund and 370,000 shares to Pelagic Capital Advisors LLC for estate planning purposes. The filing notes there was no change in his beneficial ownership for these gifted shares.

How does the CEO of ETHZilla (ETHZ) hold shares indirectly?

The CEO may be deemed to beneficially own shares held by BER I LLC, GER I LLC, MRR I LLC, and Pelagic Capital Advisors LLC, where he is the managing partner or managing partner and founder, while disclaiming beneficial ownership beyond his pecuniary interest.

Did the ETHZilla (ETHZ) CEO use a Rule 10b5-1 trading plan for these transactions?

The form includes a checkbox for transactions under a contract or plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), but the excerpt only shows the presence of this disclosure language and not a checked status.