Management Change/Compensation (Form 8-K)

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

(b)

Resignation of Stephen H. Shoemaker

On September 15, 2025, Stephen H. Shoemaker resigned as a member of the Board of Directors (the "Board") of ETHZilla Corporation (the "Company", "we" and "us"), which resignation was not the result of a disagreement with the Company on any matter relating to the registrant's operations, policies or practices.

In connection with his resignation, the Board, with the recommendation of the Compensation Committee of the Board (the "Compensation Committee"), approved an extension of the expiration date of options to purchase 165,000 shares of common stock at an exercise price of $0.929 per share (the "Options"), which were previously granted to Mr. Shoemaker, and which, absent such extension, would have expired three months after his resignation, to June 17, 2035, the ten year anniversary of the grant date of such Options.

The Company also entered into a consulting agreement with Mr. Shoemaker on September 15, 2025 (the "Consulting Agreement"). Pursuant to the Consulting Agreement, Mr. Shoemaker agreed to provide consulting services as reasonably requested by the Company during the term of the Consulting Agreement, which is for three months, unless extended by the mutual agreement of the parties. In consideration for providing the services under the Consulting Agreement, the Company agreed to pay Mr. Shoemaker $29,166.66 per month, which is payable by way of the issuance of (a) shares of common stock of the Company equal to $14,583.33, divided by the closing sales price of the Company's common stock on each monthly anniversary of the effective date of the Consulting Agreement during the term of the Consulting Agreement (or if such date is not a trading day, the last trading day prior to each such applicable date) (collectively, the "Consulting Shares"); and (b) $14,583.33 in cash. The Consulting Shares will be issued under and subject to the terms of the Company's Fourth Amended and Restated 2022 Omnibus Incentive Plan or, if approved by the Company's stockholders, the Company's 2025 Omnibus Incentive Plan. The Consulting Agreement contains customary confidentiality and other representations of Mr. Shoemaker.

The foregoing summary of the Consulting Agreement and amendment to the Options is a summary only and is qualified in its entirety by reference to the Consulting Agreement and First Amendment to Option Agreement, copies of which are attached hereto as Exhibits 10.1and 10.2, respectively, and incorporated into this Item 5.02by reference in their entirety.

(e)

Executive Employment Agreement with McAndrew Rudisill

On September 15, 2025, the Company entered into an Executive Employment Agreement with Mr. McAndrew Rudisill, the Company's Chief Executive Officer and Executive Chairman (the "Rudisill Employment Agreement").

Pursuant to the Rudisill Employment Agreement, the Company agreed to continue to engage Mr. Rudisill as Chairman of the Board of Directors (the "Board") and Chief Executive Officer of the Company, during the term of the agreement, which continues until the earlier of (i) Mr. Rudisill provides the Company 30 days written notice of his termination of the Rudisill Employment Agreement or (ii) December 31, 2028; subject to up to two additional years of automatic renewals, if neither party provides the other intent of its non-renewal prior to December 31, 2028 or if automatically renewed, December 31, 2029.