ETHZilla Corp

Item 1.01 Entry Into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K filed by the Company with the SEC on August 22, 2025, on August 22, 2025, the Company entered into an Amended and Restated Sales Agreement (the “A&R Sales Agreement”) to sell from time to time through Clear Street LLC (the “Initial Agent”), acting as sales agent, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock).

On November 14, 2025, the Company entered into an Amended and Restated Sales Agreement (the “Sales Agreement”) with the Initial Agent and TCBI Securities, Inc., doing business as Texas Capital Securities (“Texas Capital Securities”, and together with the Initial Agent, the “Agents”), which amended and restated the A&R Sales Agreement to include Texas Capital Securities as a sales agent. There were no other material changes to the terms of the A&R Sales Agreement.

Texas Capital Securities and its affiliates may in the future provide various investment banking, commercial banking, financial advisory and other financial services for the Company and its affiliates, for which services they may in the future receive, customary fees. In the course of its business, Texas Capital Securities may actively trade the Company’s securities for its own account or for the accounts of customers, and, accordingly, Texas Capital Securities may at any time hold long or short positions in such securities.

The foregoing information is being provided to supplement and update the Company’s automatic shelf registration statement on Form S-3 (File No. 333-289811), filed with the SEC on August 22, 2025 (the “Registration Statement”), a base prospectus dated August 22, 2025, included as part of the Registration Statement, as supplemented by the prospectus supplement dated as of August 22, 2025, relating to the Company’s “at the market offering” program.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer Salary

On November 12, 2025, the Board of Directors, after recommendation by the Compensation Committee of the Board of Directors, approved an increase in the annual salary of McAndrew Rudisill, the Company’s Chief Executive Officer, from $450,000 to $650,000, effective as of the date of the consent.

Board of Directors Compensation

On November 12, 2025, the Board of Directors, after recommendation by the Compensation Committee of the Board of Directors, approved an increase in the yearly compensation payable to non-employee members of the Board of Directors of the Company from $350,000 to $450,000 per year.

Restricted Stock Awards

On November 12, 2025, the Company granted, after recommendation by the Compensation Committee of the Company’s Board of Directors and approval by the Board of Directors, 4,816,685 shares of restricted common stock to its officers, directors, certain employees and its outside legal counsel. Included in the grants were the grant of 1,365,000 shares of common stock to McAndrew Rudisill, the Company’s Chief Executive Officer and Chairman; the grant of 887,500 shares of common stock to Ryan Smith, the Company’s Lead Director; the grant of 952,500 shares of common stock to Jason New, a member of the Board of Directors; the grant of 649,748 shares of common stock to Andrew Suckling, a member of the Board of Directors; the grant of 649,748 shares of common stock to Crystal Heter, a member of the Board of Directors of the Company; and the grant of 109,312 shares of common stock to John Saunders, who was appointed as Chief Financial Officer of the Company on the same date, to be effective on the business day following the filing date of this Report. The Company issued an aggregate of 3,728,838 shares of restricted common stock, to reflect net vesting for tax withholding purposes which substantially reduces the grant award by the grantees’ effective tax rates as required by law.

All of the awarded shares vest 1/2 on the grant date and 1/2 on January 2, 2026, subject to the terms of the Notice of Restricted Stock Grants and Restricted Stock Grant Agreements entered into between the Company and each recipient to evidence such awards. The grants were made under, and subject to the terms of, the Company’s 2025 Omnibus Incentive Plan (the “2025 Plan”). The award agreements evidencing such awards allow the recipients to pay the withholding taxes due in connection with such grants in award shares or other shares of common stock held by the recipients.