[Form 4] ETHZilla Corporation Warrant Insider Trading Activity

Rhea-AI Filing Summary

Jordan Blair, who serves as Chief Executive Officer and a director of ETHZilla Corp (symbol ETHZ), filed a Form 4 disclosing changes in beneficial ownership driven by voting agreements and a disposal. The filing shows Mr. Jordan controls Blair Jordan Strategy and Finance Consulting Inc., which beneficially owns 327,576 shares. He may also be deemed to beneficially own 43,166 shares via an irrevocable voting proxy from Dr. James Woody and 1,318,000 shares via an irrevocable voting proxy from Elray Resources, Inc.

The filing reports that a separate voting agreement with Dr. Marlene Krauss covering 200,000 shares expired on 08/21/2025, and those 200,000 shares were reported as disposed. Each voting agreement grants Mr. Jordan only voting rights for the specified shares; the filing states he has no dispositive control or pecuniary interest over the proxied shares beyond the voting proxies.

Insights

Corporate Governance Expert

TL;DR: Multiple irrevocable voting proxies concentrate voting power with the CEO but without dispositive or economic control of proxied shares.

The Form 4 documents several limited-duration voting agreements that give the reporting person the right to vote shares held by third parties: 43,166 shares from Dr. Woody, 200,000 shares from Dr. Krauss (which expired on 08/21/2025), and 1,318,000 shares from Elray Resources, Inc. These are described as irrevocable voting proxies granted "solely for the benefit of the Issuer." The filing repeatedly clarifies Mr. Jordan lacks dispositive control or pecuniary interest in the proxied holdings, which affects how ownership and conflicts are assessed. For governance review, the concentration of voting influence—especially 1,318,000 shares via Elray—warrants monitoring while noting the proxies are time-limited and framed as supporting issuer governance recommendations.

Securities Analyst

TL;DR: The filing shows no open market purchases or sales besides a reported disposal tied to an expiring voting agreement.

The only reported transfer on 08/21/2025 is labeled as a disposal of 200,000 shares associated with a voting agreement that expired the same day. No purchase prices or market transactions are disclosed for the other holdings; instead, the filing documents beneficial ownership through control of an entity (327,576 shares) and irrevocable voting proxies (43,166 and 1,318,000 shares). From a securities perspective, this is a disclosure of voting arrangements rather than active trading activity impacting share count or balance-sheet metrics. Materiality for investors is limited to changes in voting power rather than cash flows or ownership transfers of economic interest per the filing.

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
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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^*

Jordan Blair

(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)
08/21/2025

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								327,576	I	Through Blair Jordan Strategy and Finance Consulting Inc.(1)
Common Stock								43,166	I	See footnote(2)(3)
Common Stock	08/21/2025		J(4)		200,000	D	(4)	0	I	See footnote(5)
Common Stock								1,318,000	I	See footnote(6)(7)

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. Mr. Jordan owns and controls Blair Jordan Strategy and Finance Consulting Inc. and as such is deemed to beneficially own the securities held by such entity.

2. On February 5, 2025, the Issuer, the Reporting Person and Dr. James Woody, entered into a Voting Agreement, whereby Dr. Woody agreed to vote a total of 43,166 shares of the Issuer's common stock, as recommended by the Board of Directors of the Issuer, at any meeting of stockholders or via any written consent of stockholders, which may occur prior to February 5, 2026, the date after August 5, 2025, that Dr. Woody has sold all of the shares or the date that the Issuer terminates the Voting Agreement. In order to enforce the terms of the Voting Agreement, Dr. Woody provided the Reporting Person (or his assigns), solely for the benefit of the Issuer, an irrevocable voting proxy to vote the 43,166 shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders.

3. As a result of the irrevocable voting proxy, Mr. Jordan may be deemed to beneficially own the 43,166 shares of common stock of the Issuer held by Dr. Woody. Except for the limited right to vote such shares pursuant to the Voting Agreement, Mr. Jordan has no dispositive control over the shares, nor any pecuniary interest therein.

4. On August 21, 2025, the Voting Agreement discussed in footnote (5) below expired pursuant to its terms.

5. On February 21, 2025, the Issuer, the Reporting Person and Dr. Marlene Krauss, entered into a Voting Agreement, whereby Dr. Krauss agreed to vote a total of 200,000 shares of the Issuer's common stock, as recommended by the Board of Directors of the Issuer, at any meeting of stockholders or via any written consent of stockholders, which may occur prior to August 21, 2025. In order to enforce the terms of the Voting Agreement, Dr. Krauss provided the Reporting Person (or his assigns), solely for the benefit of the Issuer, an irrevocable voting proxy to vote the 200,000 shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders.

6. On April 28, 2025, the Issuer, the Reporting Person and Elray Resources, Inc. ("Elray") entered into a Voting Agreement, whereby Elray agreed to vote a total of 1,318,000 shares of the Issuer's common stock, as recommended by the Board of Directors of the Issuer, at any meeting of stockholders or via any written consent of stockholders, which may occur prior to April 28, 2026. In order to enforce the terms of the Voting Agreement, Elray provided the Reporting Person (or his assigns), solely for the benefit of the Issuer, an irrevocable voting proxy to vote the 1,318,000 shares pursuant to the guidelines set forth above at any meeting of stockholders or via any written consent of stockholders.

7. As a result of the irrevocable voting proxy, Mr. Jordan may be deemed to beneficially own the 1,318,000 shares of common stock of the Issuer held by Elray. Except for the limited right to vote such shares pursuant to the Voting Agreement, Mr. Jordan has no dispositive control over the shares, nor any pecuniary interest therein.

	/s/ Blair Jordan	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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