Form 8-K

8-K — Soluna Holdings, Inc

Accession: 0001493152-26-014800

Filed: 2026-04-02

Period: 2026-04-02

CIK: 0000064463

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): April 2, 2026

SOLUNA

HOLDINGS, INC.

(Exact

name of Registrant as Specified in Its Charter)

Nevada

001-40261

14-1462255

(State

or Other Jurisdiction

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 ☐

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

7.01 Regulation FD Disclosure.

April 2, 2026, Soluna Holdings, Inc. issued a press release announcing that it has closed the acquisition of the 150 MW Briscoe Wind

Farm in West Texas for a total funded cost of $53.0 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated

by reference herein.

The

information in Item 7.01 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the Securities

Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will

not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange

Act, unless that filing expressly incorporates this information by reference.

Item

9.01. Financial Statements and Exhibits.

EXHIBIT

INDEX

Exhibit No.

Description

99.1

Press Release, dated April 2, 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: April 2, 2026

By:

/s/

Michael Picchi

Chief Financial Officer

(principal financial officer)

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Soluna

Closes $53M Briscoe Wind Farm Acquisition; Achieves Vertical Integration

$6–$11M

Year-One Projected EBITDA | 300 MW AI Campus Expansion at Project Dorothy

ALBANY,

NY, April 2, 2026 — Soluna Holdings, Inc. (“Soluna” or the “Company”) (NASDAQ: SLNH), a developer of

green data centers that converts renewable energy into computing power, today announced that it has closed the acquisition of the 150

MW Briscoe Wind Farm in West Texas for a total purchase price of $53.0 million. The transaction was financed through cash on the

balance sheet and debt.

The

acquisition is expected to be immediately accretive, with projected Year-One Adjusted EBITDA of $6 million to $11 million and

annualized revenue of $20 million to $24.4 million. With this acquisition, Soluna achieves full vertical integration for Project

Dorothy, owning both the renewable energy source and the data center infrastructure it powers. The closing positions the Company to unlock

development of Project Dorothy 3, a planned renewable-powered AI campus expansion on 300 new acres adjacent to the existing site

with potential capacity of up to 300 MW+.

TRANSACTION

HIGHLIGHTS

Asset

Acquired

150

MW Briscoe Wind Farm, West Texas (GE Vernova Turbines, ERCOT Interconnection)

Purchase

Price

$53.0

Million

Financing

Structure

$12.5M

Debt (Generate Capital) + Cash (balance sheet)

Year-One

Adj. EBITDA

Million – $11 Million

Annualized

Revenue

$20.0

Million – $24.4 Million

Strategic

Outcome

Full

Vertical Integration — Soluna now owns the power, land, and compute at Project Dorothy

Growth

Catalyst

Dorothy

3: potential 300 MW+ Renewable-Powered AI Campus on 300 New Acres Adjacent to Dorothy 1 & 2

Immediate

Financial Accretion

The

acquisition is expected to provide immediate and significant cash flow. For the first twelve months of ownership, the wind farm is projected

to have an earnings power of between $6 million and $11 million in Adjusted EBITDA, depending on prevailing power market conditions.

Annualized revenue contribution is projected at $20.0 million to $24.4 million.

“This

closing is a transformative step in Soluna’s evolution,” said John Belizaire, CEO of Soluna.

“Energy

sovereignty is the key durable moat in the AI infrastructure race. By owning the Briscoe Wind Farm, we have secured the cornerstone infrastructure

needed to build an AI campus with up to 300 MW of capacity. This acquisition delivers on our founding vision: building a utility-scale

digital infrastructure company powered by its own renewable energy,” Belizaire continued.

Vertical

Integration: From Energy Consumer to Energy Producer

Energy

availability remains the primary constraint in scaling AI and high-performance computing infrastructure. By acquiring the dedicated wind-generation

asset behind Project Dorothy, Soluna secures long-term energy certainty, eliminates reliance on third-party power purchase agreements

(PPAs), and creates a durable cost advantage.

Dorothy

3: 300 MW Renewable-Powered AI Campus

With

full ownership of the power source secured, Soluna expects to advance development of Dorothy 3 on a new 300-acre land parcel adjacent

to Dorothy 1 and Dorothy 2. Dorothy 3 is planned as a renewable-powered AI compute campus with potential capacity of up to 300 MW,

and is being designed to serve high-performance computing and generative AI workloads. The 300MW expansion is expected to result from

continued development of grid interconnection expansion and onsite generation.

Asset

Overview

Attribute

Detail

Capacity

150

Turbine

Technology

Vernova 1.85-87 Turbines

Grid

Connection

ERCOT

substation and grid interconnection

Transaction

Structure

100%

of the equity interests of the wind farm operating entity

Location

West

Texas, co-located with the Project Dorothy campus

Generate

Capital (“Generate”) continues to support Soluna in connection with this acquisition. Their participation underscores

institutional confidence in Soluna’s vertically integrated strategy and long-term growth trajectory.

Following

this milestone, Soluna expects to continue pursuing opportunities to vertically integrate additional project sites where appropriate.

The Company’s development pipeline exceeds 4.3 GW across multiple sites, including the recently energized 83 MW Project

Kati 1, the 300+ MW Project Kati 2 AI campus in its joint venture with Metrobloks, and additional greenfield opportunities.

Soluna

was advised by Norton Rose Fulbright (legal), Lowenstein Sandler LLP (legal), O’Melveny & Myers LLP (energy regulatory), Leo

Berwick (financial and tax due diligence), Leidos (power market analysis), IMA (insurance), Verdonck Partners (financial advisory), Jed

Brawley (strategic consulting), CAMS eSPARC, LLC (environmental), and DNV GL (technical and engineering). Generate was advised by Vinson

& Elkins LLP.

Soluna

expects to file a Current Report on Form 8 K with the Securities and Exchange Commission that will contain a more complete description

of the terms of the acquisition and the related agreements. The summary information in this press release is qualified in its entirety

by the full text of such agreements, which will be filed as exhibits to the Form 8 K.

For

more information on the acquisition, including an investor presentation and FAQ, visit Soluna’s Investor Center at www.solunacomputing.com/investors.

More on Project Dorothy and Soluna’s data center projects is available at www.solunacomputing.com.

Safe

Harbor Statement by Soluna

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 include all statements, other than statements of historical

fact, regarding our current views and assumptions with respect to future events regarding our business, our expectations with respect

to the anticipated development of Project Dorothy 3, the expected financial contribution of the Briscoe Wind Farm acquisition, including

projected Year-One Adjusted EBITDA and annualized revenue, the expected opportunities to vertically integrate additional project sites,

and other statements that are predictive in nature. These forward-looking statements can be identified by terminology such as “will,”

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

“estimates,” “confident,” and similar statements. Soluna may also make written or oral forward-looking statements

in its periodic reports to the U.S. Securities and Exchange Commission (“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. 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 this press release, and Soluna undertakes no duty or obligation

to update such information, except as required under applicable law.

Non-GAAP

Measures

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, provision

for credit losses, loss on sale of fixed assets and credit on equipment deposit, provision for credit losses, impairment on fixed assets,

fair value adjustment loss (gain), fair value on placement agent warrants financing fee, and loss (gain) on debt extinguishment and revaluation,

net. Projected Year-One Adjusted EBITDA is a non-GAAP financial measure; however, Soluna cannot predict with certainty the magnitude

or scope of certain items that would be included in the most directly comparable GAAP measure for the relevant future periods, and such

items may be significant. Due to these uncertainties, Soluna cannot provide a quantitative reconciliation of projected Year-One Adjusted

EBITDA to the most directly comparable GAAP financial measure without unreasonable effort. The impact of differences in projected Year-One

Adjusted EBITDA and annualized revenue contributions from those estimates provided in this press release could have a material impact

on the business’s overall operating results. 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 differently. See our annual report on Form 10-K for the year ended December 31, 2024, for an explanation of how management uses

these measures in evaluating its operations. Investors should review the non-GAAP reconciliation included in the Company’s periodic

filings with the SEC and should 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 prospective investors to consult the Soluna investor

relations and investor resources sections regularly.

Contact

Public

Relations

West

of Fairfax for Soluna

Soluna@westof.co

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