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Form 8-K

sec.gov

8-K — Soluna Holdings, Inc

Accession: 0001493152-26-037734

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0000064463

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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GRAPHIC (ex99-1_002.jpg)

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8-K

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2026-08-13

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SLNH:CommonStockParValue0.001PerShareMember

2026-08-13

2026-08-13

0000064463

SLNH:Sec9.0SeriesCumulativePerpetualPreferredStockParValue0.001PerShareMember

2026-08-13

2026-08-13

iso4217:USD

xbrli:shares

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xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 13, 2026

SOLUNA

HOLDINGS, INC.

(Exact

name of Registrant as Specified in Its Charter)

Nevada

001-40261

14-1462255

(State

or Other Jurisdiction

of

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

325

Washington Avenue Extension

Albany,

New York

12205

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (516) 216-9257

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.001 per share

SLNH

The

Nasdaq Stock Market LLC

9.0%

Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share

SLNHP

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

On

August 13, 2026, Soluna Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three

months and six months ended June 30, 2026.

A

copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item

7.01 Regulation FD Disclosure.

On

August 13, 2026, the Company posted an updated investor presentation to its investor relations website, which can be found at https://www.solunacomputing.com/investors/updates/.

The information on our web site is not incorporated by reference into this Form 8-K and should not be considered to be a part of this

Form 8-K. The Company’s web site address is included in this document as an inactive textual reference only.

The

information in this Current Report on Form 8-K under Items 2.02 and 7.01, including the information contained in Exhibit 99.1,

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange

Act”) or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in

any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language

in such filing.

Item

9.01. Financial Statements and Exhibits.

EXHIBIT

INDEX

Exhibit

No.

Description

99.1

Press Release, dated August 13, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

SOLUNA

HOLDINGS, INC.

Date:

August 13, 2026

By:

/s/

Michael Picchi

Michael

Picchi

Chief

Financial Officer

(principal

financial officer)

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Soluna

Reports Q2’26 Results; Revenue Grows 145% Year-Over-Year

Completes

Vertical Integration at Project Dorothy 1; Pipeline expands to 6.3 GW; Over 583 MW of AI projects added to development pipeline. Signs

Kati 2 AI Joint Venture with Metrobloks

ALBANY,

NY, August 13, 2026 - Soluna Holdings, Inc. (“Soluna” or the “Company”) (NASDAQ: SLNH), a developer of

green data centers for intensive computing applications, including Bitcoin mining and AI, announced its financial results for the second

quarter ended June 30, 2026.

“This

is Soluna’s fifth consecutive quarter of sequential revenue growth, and a 145% year-over-year increase that reflects the operating

leverage we are building across the portfolio,” said John Belizaire, CEO of Soluna Holdings. “Kati 1 delivered its first

positive gross profit, and Dorothy 1A had its strongest quarter to date. That operating base is the foundation for the much larger AI

build-out now taking shape across our pipeline. And with Ryan Carver joining as Chief Development Officer, we’ve added hyperscale

AI delivery experience to lead that build.”

“This

quarter, we expanded our development pipeline to approximately 6.3 gigawatts, with major capacity growth across our AI sites,”

Belizaire continued. “The Dorothy 3 campus grew to 300 megawatts, and our joint venture with Metrobloks gives Kati 2 a defined

path from an initial 100 megawatts of critical IT capacity toward 350 megawatts. We also dedicated three additional development sites

to AI capacity, with Projects Hedy, Ellen, and Fei advancing through power term sheets to a combined 583 megawatts of behind-the-meter

power aimed at AI and HPC workloads. With Briscoe and full ownership of Dorothy 1 in hand, we control the generation-to-compute chain

at our flagship campus, and we are moving quickly to convert existing sites to AI and advance Dorothy 3.”

Recent

Operational and Corporate Highlights:

● Completed

Vertical Integration at Project Dorothy - Consolidated ownership of Project Dorothy 1:

◌ Acquired

150 MW Briscoe Wind Farm on April 1 for a $53.0 million base price.

◌ Acquired

Spring Lane Capital’s 85.4% Class B interest in Dorothy 1A on April 15 for $16.5 million.

◌ Acquired

Navitas’ 49% interest in Dorothy 1B on May 19 for approximately $8.8 million.

◌ Soluna

now owns both the generation and the compute across all 50 MW of Project Dorothy 1.

● Signed

Kati 2 AI Joint Venture with Metrobloks - On June 3, 2026, Soluna entered into a joint

venture agreement with Metrobloks to develop Project Kati 2. Phase I is a 100 MW critical

IT data center development, with Phase II adding a further 250 MW. Soluna holds all

Class A interests and serves as manager of the joint venture.

● Project

Kati 1 Reached 48 MW, and Delivered First Gross Profit - Kati 1 completed 48 MW of construction

on April 1, filled by Galaxy Digital. Site revenue grew 938% sequentially to $2.3 million1

and the site delivered its first positive gross profit of $82 thousand.

● Project

Dorothy 1A Delivered Its Strongest Quarter — Dorothy 1A revenue grew 31% sequentially

to $2.9 million on the Blockware and Canaan fleet ramps, producing $795 thousand of gross

profit at a 28% gross margin - the highest of any site in the portfolio.

● Development

Pipeline of ~6.3 GW — As of August 1, 2026, Soluna operated approximately 192 MW

across three fully energized sites, with an additional 14 MW under construction at Project

Kati 1. Beyond operating and construction-stage capacity, the Company’s development

pipeline includes approximately 1.6 GW in planning and development, with PPA negotiations,

ERCOT planning, AI feasibility, and land acquisition underway, and approximately 4.5 GW in

assessment with power partners.

● Major

Expansions of Development Project Capacity and Transition to AI — During the quarter,

Soluna’s development pipeline expanded across several sites. New term sheets increased,

and Soluna redesignated power for AI workloads at Project Rosa (187 MW to 242 MW), Project

Hedy (120 MW to 198 MW), Project Ellen (100 MW to 145 MW), and Project Fei (120 MW to 240

MW). In addition, Soluna allocated Project Grace, its 2 MW AI/HPC technical validation effort

with the Siemens PTI team, to Dorothy 3 capacity.

● Added

to the Russell 3000 and Russell 2000 Value indices - in the latest reconstitution, with

new sell-side research coverage initiated on the company in recent weeks.

● Appointed

Ryan Carver as Chief Development Officer - On July 16, 2026, Soluna appointed Ryan Carver

as Chief Development Officer.

1Includes

$1.5 million attributed to reclassification of revenue from net to gross of electricity chargebacks.

Second

Quarter Financial Highlights:

● Effective

Q2, pass-through electricity costs are presented on a gross basis in revenue and cost of

revenue. This presentation change adds $4.4M to each, with no effect on gross profit,

operating loss, or net loss.

● Revenue

grew for a fifth consecutive quarter to $15.1 million, up 60% sequentially compared to

Q1 and 145% year over year (73% excluding the presentation change), driven by Dorothy 2’s

contributions, the Kati 1A ramp, and Briscoe’s first quarter under ownership, partially

offset by hashprice compression.

● Gross

profit was $766 thousand in Q2, compared to $1.9M in Q1, primarily impacted by $1.5M

of Briscoe maintenance costs, Kati 1 ramp costs, and depreciation coming online ahead of

full revenue contribution.

● Net

loss was ($22.6M), compared with ($17.9M) in Q1, driven primarily by a $4.2M loss on

debt extinguishment and the new Briscoe overhead and depreciation base, partially offset

by lower SG&A.

● Adjusted

EBITDA Loss of ($1.6M) improved 25% compared with ($2.1M) in Q1, driven by lower legal

and consulting fees following the close of the Briscoe acquisition and lower compensation,

alongside continued gross-profit contribution from Dorothy 2.

Reconciliations

of EBITDA and Adjusted EBITDA to net loss, the most comparable GAAP financial metric, are in the Appendix.

● Ended

the quarter with $113.4M of unrestricted cash and $33.1M of total debt. Subsequent to

quarter-end, the Company raised approximately $23.6 million under its at-the-market (ATM)

program, with approximately 244,590,575 shares outstanding as of the filing date of the Company’s

Quarterly Report on Form 10-Q.

Business

Update Call and Webcast:

Management

will host a webcast today, August 13, 2026, at 5:00 p.m. ET to review results and provide a business update. The live webcast and accompanying

presentation will be available in the Investor Relations section of solunacomputing.com, where a replay will also be available following

the call

The

unaudited financial statements and Quarterly Report on Form 10-Q for the three months ended June 30, 2026, filed with the U.S. Securities

and Exchange Commission (“SEC”) on August 13, 2026, are available online.

Our

current Investor Presentation is available here.

Soluna’s

glossary of terms is available here.

Safe

Harbor Statement

This

announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.

Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”

“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”

“estimates,” “confident,” and similar statements. Other examples of forward-looking statements may include, but

are not limited to, (i) statements of the Company’s plans and objectives, including with respect to our development pipeline, the

joint venture with Metrobloks at Project Kati 2, the development at Project Dorothy, (ii) statements of future economic performance,

(iii) statements regarding financial projections of the Company, and (iv) statements of assumptions underlying other statements about

the Company or its business. Soluna may also make written or oral forward-looking statements in its periodic reports to the SEC, in its

annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors,

or employees to third parties. Statements that are not historical facts, including but not limited to statements about Soluna’s

beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, further

information regarding which is included in the Company’s filings with the SEC. All information provided in this press release is

as of the date of the press release, and Soluna undertakes no duty to update such information, except as required under applicable law.

Non-GAAP

Measures

In

addition to figures prepared in accordance with generally accepted accounting principles (“GAAP”), Soluna from time to time

may present alternative non-GAAP performance measures, e.g., EBITDA, adjusted EBITDA, adjusted net profit/loss, adjusted earnings per

share, free cash flow, both on a company basis and on a project-level basis, among others. EBITDA is defined as earnings before interest,

taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for stock-based compensation costs, loss on sale

of fixed assets and deposits on equipment; ROFR amortization gain; accretion of asset retirement obligation; gain on transformer settlement;

SEPA commitment fee; fair value adjustment (loss) gain; impairment on fixed assets and intangibles; and loss (gain) on debt extinguishment

and revaluation. Project-level measures may not take into account a full allocation of corporate expenses. These measures should be considered

in addition to, but not as a substitute for, the information prepared in accordance with GAAP. Alternative performance measures are not

subject to GAAP or any other generally accepted accounting principles. Other companies may define these terms in different ways. See

our quarterly report on Form 10-Q for the quarter ended June 30, 2026, for an explanation of how management uses these measures in evaluating

its operations. Investors should review the non-GAAP reconciliations provided above and not rely on any single financial measure to evaluate

the Company’s business.

About

Soluna Holdings, Inc. (Nasdaq: SLNH)

Soluna

is on a mission to make renewable energy a global superpower using computing as a catalyst. The company designs, develops, and operates

digital infrastructure that transforms surplus renewable energy into global computing resources. Soluna’s pioneering data centers

are strategically co-located with wind, solar, or hydroelectric power plants to support high-performance computing applications, including

Bitcoin Mining, Generative AI, and other compute-intensive applications. Soluna’s proprietary software MaestroOS(™) helps

energize a greener grid while delivering cost-effective and sustainable computing solutions and superior returns. To learn more, visit

solunacomputing.com and follow us on:

LinkedIn:

https://www.linkedin.com/company/solunaholdings/

X

(formerly Twitter): x.com/solunaholdings

YouTube:

youtube.com/c/solunacomputing

Newsletter:

bit.ly/solunasubscribe

Resource

Center: solunacomputing.com/resources

Soluna

regularly posts important information on its website and encourages investors and potential investors to consult the Soluna investor

relations and investor resources sections of its website regularly.

Contact

Information

Investor

Relations

Soluna

Holdings, Inc.

ir@soluna.io

Soluna

Holdings, Inc. and Subsidiaries

Condensed

Consolidated Balance Sheets

As

of June 30, 2026 (Unaudited) and December 31, 2025

(Dollars in thousands, except

per share)

June

30, 2026

December

31, 2025

Assets

Current Assets:

Cash

$ 113,364

$ 76,423

Restricted cash

10,005

4,500

Accounts receivable, net

(allowance for expected credit losses of $0 at June 30, 2026 and $244 at December 31, 2025)

6,737

5,522

Prepaid expenses and other

current assets

4,513

2,664

Loan

commitment assets

3,018

Total Current Assets

134,619

92,127

Restricted cash, noncurrent

7,920

7,920

Other assets

973

978

Deposits and credits on

equipment

208

1,377

Property, plant and equipment,

net

137,801

74,783

Intangible assets, net

6,068

8,261

Operating lease right-of-use

assets

4,152

252

Financing

lease right-of-use assets

1,773

2,246

Total

Assets

$ 293,514

$ 187,944

Liabilities and Equity

Current Liabilities:

Accounts payable

$ 3,785

$ 4,859

Accrued liabilities

7,549

13,182

Accrued interest payable

59

303

Contract termination liability

19,348

19,348

Current portion of debt

30,103

8,858

Income tax payable

147

123

Deferred revenue

558

518

Customer deposits- current

3,020

1,913

Operating lease liability

108

65

Financing lease liability

23

20

Other current liabilities

742

Total Current Liabilities

65,442

49,189

Other liabilities

414

743

Customer deposits- long-term

1,503

2533

Long-term debt

3,016

17899

Asset retirement obligation

3,664

Operating lease liability

4,276

187

Financing lease liability

1,769

2,236

Deferred

tax liability, net

1,732

2,911

Total

Liabilities

81,816

75,698

Commitments and Contingencies

(Note 12)

Mezzanine Equity:

Placement agent warrants

1,313

1,313

Equity:

9.0% Series A Cumulative

Perpetual Preferred Stock, par value $0.001 per share, $25.00 liquidation preference; authorized 6,040,000; 4,920,045 and 4,928,545

shares issued and outstanding as of June 30, 2026 and December 31, 2025

5

5

Series B Preferred Stock,

par value $0.0001 per share, authorized 187,500; 0 shares issued and outstanding as of June 30, 2026 and 62,500 shares issued and

outstanding at December 31, 2025

Common stock, par value $0.001 per share,

authorized 375,000,000; 225,986,784 shares issued and 225,821,479 shares outstanding as of June 30, 2026 and 102,617,684 shares issued

and 102,531,089 shares outstanding as of December 31, 2025

226

103

Additional paid-in capital

575,594

435,030

Accumulated deficit

(405,890 )

(367,715 )

Common

stock in treasury, at cost, 165,305 shares at June 30, 2026 and 86,595 shares December 31, 2025

(14,004 )

(13,873 )

Total

Soluna Holdings, Inc. Stockholders’ Equity (Deficit)

155,931

53,550

Non-Controlling

Interest

54,454

57383

Total

Equity

210,385

110,933

Total

Liabilities, Mezzanine Equity, and Equity

$ 293,514

$ 187,944

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Soluna

Holdings, Inc. and Subsidiaries

Condensed

Consolidated Statements of Operations (Unaudited)

For

the Three and Six Months Ended June 30, 2026 and 2025

(Dollars

in thousands, except per share)

Three

Months Ended

June 30,

Six

Months Ended

June 30,

2026

2025

2026

2025

Cryptocurrency mining revenue

$ 1,720

$ 2,861

$ 3,889

$ 5,860

Data hosting revenue

12,653

3,136

19,341

5,538

Wind energy generation revenue

366

366

Demand response service revenue

321

161

858

668

High-performance computing

service revenue

28

Total revenue

15,060

6,158

24,454

12,094

Operating costs:

Cost of cryptocurrency

mining revenue, exclusive of depreciation

958

1,767

2,616

3,721

Cost of data hosting revenue,

exclusive of depreciation

7,672

1,617

11,291

2,945

Cost of wind energy generation

revenue, exclusive of depreciation

2,253

2,253

Cost of high-performance

computing services

7

Cost of cryptocurrency

mining revenue- depreciation

992

1,074

2,047

2,147

Cost of data hosting revenue-

depreciation

1,366

512

2,513

913

Cost

of wind energy generation revenue- depreciation and accretion expense

1,053

1,053

Total costs of revenue

14,294

4,970

21,773

9,733

Operating expenses:

General and administrative

expenses, exclusive of depreciation and amortization

15,239

5,397

31,379

11,344

Depreciation

and amortization associated with general and administrative expenses

2,400

2,403

4,801

4,807

Total general and administrative

expenses

17,639

7,800

36,180

16,151

Impairment on intangibles

70

70

Impairment on fixed assets

12

12

Operating loss

(16,943 )

(6,624 )

(33,569 )

(13,802 )

Interest expense

(3,167 )

(1,196 )

(4,648 )

(2,034 )

(Loss) gain on debt extinguishment and revaluation,

net

(4,197 )

(4,197 )

551

Loss on sale of fixed assets and deposits on

equipment

(585 )

(22 )

(553 )

(22 )

Fair value adjustment gain (loss)

246

246

(118 )

Other financing expense

(5 )

(255 )

(569 )

(456 )

Other income (expense),

net

1,480

(291 )

1593

(286 )

Loss before income taxes

(23,171 )

(8,388 )

(41,697 )

(16,167 )

Income tax benefit, net

547

608

1,171

1,033

Net loss

(22,624 )

(7,780 )

(40,526 )

(15,134 )

(Less) Net loss (income)

attributable to non-controlling interest

1,915

398

2,351

196

Net loss attributable

to Soluna Holdings, Inc.

$ (20,709 )

$ (7,382 )

$ (38,175 )

$ (14,938 )

Basic and Diluted loss per common share:

Basic & Diluted loss per share

$ (0.18 )

$ (0.93 )

$ (0.41 )

$ (2.10 )

Weighted average shares outstanding (Basic and Diluted)

130,975,761

11,146,141

107,668,028

9,939,450

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Soluna

Holdings, Inc. and Subsidiaries

Condensed

Consolidated Statements of Cash Flows (Unaudited)

For

the Six Months Ended June 30, 2026 and 2025

Six

Months Ended

June

30,

(Dollars in thousands)

2026

2025

Operating Activities

Net loss

$ (40,526 )

$ (15,134 )

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation expense

5,494

3,121

Amortization expense

4,841

4,746

Stock-based compensation

19,702

3,789

Deferred income taxes

(1,179 )

(1,051 )

Right of first refusal

amortization gain

(135 )

Impairment on fixed assets

and intangibles

70

12

Amortization of operating

and finance lease asset

155

30

Loss (gain) on debt extinguishment

and revaluation, net

4,197

(551 )

Amortization of deferred

financing costs and discount on notes

2,209

338

Fair value adjustments,

including SEPA

(246 )

118

SEPA commitment cost

250

Accretion of asset retirement

obligation

79

Loss on sale of fixed assets

and deposit on equipment, net

553

22

Changes in operating assets and liabilities:

Accounts receivable

277

44

Prepaid expenses and other

current assets

(1,847 )

(455 )

Other long-term assets

1,607

Accounts payable

(2,528 )

1,102

Contract termination liability

(667 )

Deferred revenue

(249 )

Operating lease liabilities

123

(30 )

Other liabilities and customer

deposits

914

644

Accrued

liabilities and interest payable

(3,709 )

1,042

Net cash used in operating

activities

(11,555 )

(1,273 )

Investing Activities

Purchases of property,

plant, and equipment

(9,483 )

(7,790 )

Purchases of intangible

assets

(68 )

(83 )

Proceeds from sale of property,

plant, and equipment

32

Briscoe acquisition purchase,

net of cash acquired

(51,415 )

Deposits

on equipment

(4,130 )

(476 )

Net cash used in investing

activities

(65,064 )

(8,349 )

Financing Activities

Proceeds from common stock

warrant exercises

2,553

Proceeds from sale of common

stock on SEPA

18,928

2,005

Proceeds from notes

24,500

5,269

Proceeds from sale of common

stock on ATM

113,465

2,046

Payments on notes and deferred

financing costs

(18,026 )

(3,275 )

Payments on Series B dividends

(2,058 )

Costs on treasury stock

(131 )

Payments on financing lease

liabilities

(113 )

Purchase of membership

interest of Dorothy 1A and Dorothy 1B

(25,266 )

Contributions from non-controlling

interest

10,918

11,852

Distributions

to non-controlling interest

(5,705 )

(3,575 )

Net cash provided by financing

activities

119,065

14,322

(Decrease) increase in cash & restricted

cash

42,446

4,700

Cash & restricted

cash – beginning of period

88,843

10,453

Cash & restricted

cash – end of period

$ 131,289

$ 15,153

Supplemental Disclosure

of Cash Flow Information

Interest paid on debt

2,248

685

Fair value consideration

for Green Cloud issuance of shares

810

Construction in progress

included in accounts payable and accrued liabilities

2,743

Warrant consideration in

relation to Generate and Yorkville Warrants

3,249

Noncash membership distribution

accrual

323

Warrant adjustment

682

Noncash activity right-of-use

assets adjustment

430

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Reconciliations

of EBITDA and Adjusted EBITDA to net loss, the most comparable GAAP financial metric, for each three-month period from January 1, 2026

through June 30, 2026 are presented in the table below:

(Dollars in thousands)

Three

months

ended

March 31, 2026

Three

months

ended

June 30, 2026

Net loss

$ (17,902 )

$ (22,624 )

Interest expense

1,481

3,167

Income tax benefit

(624 )

(547 )

Depreciation and amortization

4,603

5,732

EBITDA

(12,442 )

(14,272 )

Adjustments: Non-cash or Non-recurring items

Stock-based compensation costs

10,222

9,480

(Gain) loss on sale of fixed assets and deposits

on equipment

(32 )

585

Right of first refusal amortization gain

(90 )

(45 )

Accretion of asset retirement obligation

79

Gain on transformer settlement

(1,409 )

SEPA commitment fee

250

Fair value adjustment, net

(246 )

Impairment on fixed assets and intangibles

70

Gain on debt extinguishment

and revaluation, net

4,197

Adjusted EBITDA

$ (2,092 )

$ (1,561 )

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Aug. 13, 2026

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SOLUNA

HOLDINGS, INC.

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Entity Incorporation, State or Country Code

NV

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Washington Avenue Extension

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