Form 8-K

8-K — Soluna Holdings, Inc

Accession: 0001493152-26-013456

Filed: 2026-03-30

Period: 2026-03-30

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)

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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): March 30, 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

2.02. Results of Operations and Financial Condition.

March 30, 2026, Soluna Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three

months and fiscal year ended December 31, 2025.

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

The

information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto 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, nor

shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),

or the Exchange Act, regardless of any general incorporation language in such filing.

Item

7.01 Regulation FD Disclosure.

March 30, 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 Item 7.01 of Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise

subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act 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 March 30, 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:

March 30, 2026

By:

/s/

David C. Michaels

David

C. Michaels

Chief

Financial Officer

(principal

financial officer)

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Soluna

Reports Record 2025 Growth: Pipeline Hits 4.3GW, Raises $142 Million, and Launches AI Infrastructure

Strong

Capital Formation, Expanded Operations Position Company for an Accelerated 2026 Despite Q4 Hashprice Headwinds

ALBANY,

NY, March 30, 2026 – Soluna Holdings, Inc. (“Soluna Holdings” or the “Company”) (NASDAQ: SLNH), a developer

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

year ended December 31, 2025.

“2025

was a transformational year for Soluna. We doubled our operating capacity, grew our power pipeline to 4.3GW, added two new project-level

capital partners, and launched our AI infrastructure initiative — all while building a strong balance sheet to fund our next phase

of growth,” said John Belizaire, CEO of Soluna Holdings.

“The

completion of Dorothy 2, the commissioning of Kati 1, and our co-development partnership for Kati 2 are clear proof points of our ability

to execute. We enter 2026 as Soluna 2.0 with significant momentum and a platform built to scale,” continued John Belizaire.

2025

Operational and Corporate Highlights:

●

Surpassed 1 GW of Renewable-Powered Computing – With

the addition of Projects Gladys and Fei in August, Soluna crossed 1 GW of renewable-powered computing in operation, construction, and

development, a notable milestone reflecting the scalability of its behind-the-meter model.

●

Dorothy 2 Completed, Powered Up, and Operational –

We completed and fully energized Project Dorothy 2 (48MW) in November 2025, enhancing the profitability and operational efficiency

of our operating data centers, while diversifying our customer mix and improving overall customer satisfaction. Dorothy 2 is now fully

marketed and contracted.

●

Construction of Kati 1 started in the third quarter of 2025

– In February 2026, we received approval from ERCOT to commence the initial energization and phased commissioning of Project

Kati 1. We expect to begin generating revenue from this 83MW facility as capacity is ramped up throughout the first half of 2026.

●

Kati 2 AI Development Underway — Soluna is advancing

Project Kati 2 in Texas as a planned AI and HPC data center campus. In 2025, the Company signed an MOU with Metrobloks for an initial

100+ MW critical IT development, with a roadmap to expand to over 300 MW.

●

Power Pipeline Grows to 4.3+ GW — The long-term

power pipeline expanded to 4.3+ GW, driven by new curtailment assessments, active term sheet discussions, and launches of six new development-stage

projects, positioning Soluna as a scalable infrastructure platform.

“Our

2025 financial results reflect the significant investment we made in building the foundation for long-term growth. We raised approximately

$142 million in capital, grew our total cash position by 750% to $88.8 million, and added two new project-level financing partners,”

said David Michaels, interim CFO of Soluna Holdings.

“While

Bitcoin headwinds negatively impacted revenue, our balance sheet strengthened. Our current ratio improved to 1.9x, and we are well-capitalized

to execute on our pipeline development and AI infrastructure initiatives heading into 2026,” continued David Michaels.

Fourth

Quarter 2025 Financial Results

●

Revenue in Q4 2025 grew sequentially from Q3 –

it grew by 9% from $8.4 million to $9.2 million on volume growth from operational expansion, offset by headwinds on lower hashprice.

●

Q4 2025 gross profit decreased sequentially from $2.3 million

to $1.8 million – driven by a softening of hashprice due to the challenging Bitcoin environment offset, in part, by an increase

in volume from completing Dorothy 2.

●

Stronger liquidity position in Q4 2025 – Total

cash grew $28.4 million (47%) from $60.5 million in Q3 to $88.8 million in Q4 from equity raises, further bolstering our reserves for

future investment opportunities.

Fiscal

Year 2025 Financial Results:

●

Significant Capital Formation in 2025 – totaling

~$142 million from debt issuances, SEPA draws, RDOs, and ATM transactions. We added two new project-level financing partners: Generate

Capital ($17M) and Galaxy Digital, LLC ($5M). Spring Lane Capital ($30M) continues its support of our data center projects. The Generate

Credit Facility is Soluna’s largest and most strategically significant financing arrangement to date, providing up to $100M of

scalable, project-level capital to fund construction across the pipeline.

●

Outstanding Unrestricted Cash Growth – Unrestricted cash reached $76 million at the end

of FY 2025. Total cash increased 750% from $10.5 million to $88.8 million. The significant cash infusion enabled us to expand our pipeline,

optimize our current Bitcoin assets, and initiate a launch into AI.

●

PP&E growth reflects project investments –

Our net PP&E increased from $47.3 million to $74.8 million (+58%) in 2025, echoing the current development of our pipeline projects.

For example, the energization of D2 has doubled the capacity at our Dorothy campus, and construction of Kati 1 is currently underway.

●

Revenue negatively impacted by Bitcoin hashprice –

2025 Revenue declined by -21.8%, to $29.7 million, compared to $38.0 million in 2024 (~$6 million was directly related to hash price

impacting prop mining; with ~$2 million indirectly related to hashprice from contract mix). Hashprice declined 30.8% in 2025, from $54.45

at the start of the year to $37.68 at the end.

●

2025 Cost of Revenue, including electricity, overhead, and

depreciation, decreased by $5.4 million from $28.6 million to $23.3 million – driven by the termination of the HPE contract,

which accounted for $5.7 million in year-over-year savings. Power costs decreased by approximately $2 million. These savings were partially

offset by an $0.8 million increase in personnel and overhead expenses, reflecting our ongoing operational expansion.

●

2025 Gross Profit declined – The $2.9 million

decline in gross profit in 2025 was primarily driven by weaker hashprice. Capacity expanded significantly following the completion of

the Dorothy 2 facility. While gross margin dropped from 25% in 2024 to 22% in 2025, primarily due to a softening of hashprice in late

2025, our core operations continued to generate positive gross margins despite the hashprice environment, resulting in gross profit of

$6.5 million and maintaining positive profitability throughout the year.

●

SG&A Spend for Growth – SG&A increased

$11.9 million year-over-year, with spending strategically directed toward future growth. The increase was driven by $5.2 million in stock-based

compensation, $4.3 million in people costs, $1.7 million in legal fees related to Project Kati financing, and $0.7 million for enhancing

our investor relations engagement and business development.

2025 Revenue & Cost of Revenue by Project Site

Soluna Digital

Soluna Cloud

(Dollars in thousands)

Project Dorothy 1B

Project Dorothy 1A

Project Dorothy 2

Project Sophie

Other

Soluna Digital Subtotal

Project Ada

Total

Cryptocurrency mining revenue

$ 11,406

–

$ 11,406

–

$ 11,406

Data hosting revenue

–

6,176

5,662

5,160

16,998

High-performance computing services

–

Demand response services

561

579

145

–

1,285

–

1,285

Total revenue

$ 11,967

$ 6,755

$ 5,807

$ 5,160

$ 29,689

$ 28

$ 29,717

Cost of cryptocurrency mining, exclusive of depreciation

$ 7,411

–

$ 7,411

–

$ 7,411

Cost of data hosting revenue, exclusive of depreciation

–

3,064

3,852

1,629

559

9,104

–

9,104

Cost of high-performance computing service revenue

–

Cost of cryptocurrency mining revenue- depreciation

4,304

–

4,304

–

4,304

Cost of data hosting revenue- depreciation

–

1,099

864

470

–

2,433

–

2,433

Total cost of revenue

11,715

4,163

4,716

2,099

559

23,252

23,259

Gross profit (loss)

$ 252

$ 2,592

$ 1,091

$ 3,061

($ 559 )

$ 6,437

$ 21

$ 6,458

2024 Revenue & Cost of Revenue by Project Site

Soluna Digital

Soluna Cloud

(Dollars in thousands)

Project Dorothy 1B

Project Dorothy 1A

Project Dorothy 2

Project Sophie

Other

Soluna Digital Subtotal

Project Ada

Total

Cryptocurrency mining revenue

$ 17,027

Data hosting revenue

13,742

5,096

18,838

High-performance computing services

Demand response services

152

139

1,849

2,140

Total revenue

$ 17,179

$ 13,881

$ 5,096

$ 1,849

$ 38,005

$ 16

$ 38,021

Cost of cryptocurrency mining, exclusive of depreciation

$ 7,499

Cost of data hosting revenue, exclusive of depreciation

7,252

2,059

9,377

Cost of high-performance computing service revenue

5,724

Cost of cryptocurrency mining revenue- depreciation

4,292

Cost of data hosting revenue- depreciation

1,162

573

1,735

Total cost of revenue

11,791

8,414

2,632

22,903

5,724

28,627

Gross profit (loss)

$ 5,388

$ 5,467

$ 2,464

$ 1,783

$ 15,102

($ 5,708 )

$ 9,394

●

Revenue decreased by $8.3 million YoY – Hashprice

declined 21.5% year-over-year, and Bitcoin mined fell sharply from 274 in 2024 to 113.2 in 2025. A 20MW client exit in December 2024

added further headwinds, as the replacement with profit-sharing clients generated lower baseline yields than the prior fixed-fee contracts.

These impacts were partially offset by the energization and ramp-up of Dorothy 2 throughout 2025.

●

Net loss in 2025 was $57.0 million compared to net loss

in 2024 of $58.3 million.

●

Adjusted EBITDA declined – 2025 EBITDA decreased

$14.2 million from +$942k to -$13.2 million. The decrease was driven by a $8.3 million year-over-year drop in revenue due to the challenging

Bitcoin hashprice. In addition, increases in SG&A expenses due to higher personnel costs, professional/legal fees, and investor relations

costs.

The

audited financial statements and 10K are available online. A narrative overview of our 2025 highlights is available on our website.

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 Company plans and objectives, including the completion and commissioning of Project Kati 1 and

Project Kati 2, our expectations regarding the timing and amount of revenue generation from these projects, the expected amount of renewable

energy capacity Projects Kati 1 and Kati 2 will deliver, the development and growth of our AI data center business, and our business

strategy with respect to Bitcoin mining and AI infrastructure, (ii) statements of future economic performance, and (iii) statements of

assumptions underlying other statements about the Company or its business. Soluna Holdings 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 the press release, and Soluna Holdings undertakes no duty

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

Non-GAAP

Measures

addition to figures prepared in accordance with GAAP, Soluna Holdings from time to time presents alternative non-GAAP performance measures,

e.g., EBITDA and Adjusted EBITDA. 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 credit on equipment deposit, loss

on debt extinguishment and revaluation, fair value adjustment losses, placement agent release expense, fair value on placement agent

warrant, loss on contract, provision for credit losses, convertible note inducement expense and impairment on fixed assets. Management

believes EBITDA and Adjusted EBITDA are useful to investors because they provide a supplemental measure of operating performance that

excludes non-cash charges and items that are not indicative of the Company’s core recurring operations, facilitating period-over-period

comparisons. EBITDA and Adjusted EBITDA are provided in addition to and should not be considered to be substitutes for, or superior to

net income, the comparable measure calculated in accordance with GAAP. Further, EBITDA and Adjusted EBITDA should not be considered as

alternatives to revenue growth, net income, or any other performance measure calculated in accordance with GAAP, or as alternatives to

cash flow from operating activities as a measure of our liquidity. Alternative performance measures are not subject to GAAP or any other

generally accepted accounting principle. Other companies may define these terms in different ways. See our annual report on Form 10-K

for the year ended December 31, 2025, for an explanation of how management uses these measures in evaluating its operations. Investors

should review the non-GAAP reconciliations provided below 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): com/solunaholdings

●

YouTube: com/c/solunacomputing

●

Newsletter: ly/solunasubscribe

●

Resource Center: 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

Consolidated

Balance Sheets

of December 31, 2025, and December 31, 2024

(Dollars in thousands, except per share)

December 31, 2025

December 31, 2024

Assets

Current Assets:

Cash

$ 76,423

$ 7,843

Restricted cash

4,500

1,150

Accounts receivable, net (allowance for expected credit losses $244 as of December 31, 2025 and December 31, 2024)

5,522

2,693

Loan commitment assets

3,018

—

Prepaid expenses and other current assets

2,664

1,781

Equipment held for sale

—

Total Current Assets

92,127

13,495

Restricted cash, noncurrent

7,920

1,460

Other assets

978

2,724

Deposits and credits on equipment

1,377

5,145

Property, plant and equipment, net

74,783

47,283

Intangible assets, net

8,261

17,620

Operating lease right-of-use assets

252

313

Financing lease right-of-use assets

2,246

—

Total Assets

$ 187,944

$ 88,040

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable

$ 4,859

$ 2,840

Accrued liabilities

13,182

6,785

Accrued interest

303

2,275

Contract liability

19,348

20,015

Current portion of debt

8,858

14,444

Income tax payable

123

Customer deposits-current

1,913

1,416

Deferred revenue

518

—

Operating lease liability

Financing lease liability

—

Total Current Liabilities

49,189

47,873

Other liabilities

743

235

Customer deposits- long-term

2,533

Long-term debt

17,899

7,061

Operating lease liability

187

252

Financing lease liability

2,236

—

Deferred tax liability, net

2,911

5,257

Total Liabilities

75,698

60,678

Commitments and Contingencies (Note 13)

Mezzanine equity:

Placement agent warrants

1,313

—

Stockholders’ Equity:

9.00% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, $25.00 liquidation preference; authorized 6,040,000; 4,928,545 and 4,953,545 shares issued and outstanding as of December 31, 2025 and December 31, 2024

Series B Preferred Stock, par value $0.0001 per share, authorized 187,500; 62,500 shares issued and outstanding as of December 31, 2025 and December 31, 2024

—

Common stock, par value $0.001 per share, authorized 375,000,000; 102,617,684 shares issued and 102,531,089 shares outstanding as of December 31, 2025 and 10,647,761 shares issued and 10,607,020 shares outstanding as of December 31, 2024

103

Additional paid-in capital

435,030

315,607

Accumulated deficit

(367,715 )

(314,304 )

Common stock in treasury, at cost, 86,595 shares at December 31, 2025 and 40,741 shares at December 31, 2024

(13,873 )

(13,798 )

Total Soluna Holdings, Inc. Stockholders’ Equity (Deficit)

53,550

(12,479 )

Non-Controlling Interest

57,383

39,841

Total Stockholders’ Equity

110,933

27,362

Total Liabilities, Mezzanine Equity, and Stockholders’ Equity

$ 187,944

$ 88,040

The

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

Soluna

Holdings, Inc. and Subsidiaries

Consolidated

Statements of Operations

of December 31, 2025 and December 31, 2024

Year

Ended

December 31,

(Dollars in thousands, except per share)

2025

2024

Cryptocurrency mining revenue

$ 11,406

$ 17,027

Data hosting revenue

16,998

18,838

High-performance computing service revenue

Demand response service revenue

1,285

2,140

Total revenue

29,717

38,021

Operating costs:

Cost of cryptocurrency mining revenue, exclusive of depreciation

7,411

7,499

Cost of data hosting revenue, exclusive of depreciation

9,104

9,377

Cost of high-performance computing services

5,724

Cost of cryptocurrency mining revenue- depreciation

4,304

4,292

Cost of data hosting revenue- depreciation

2,433

1,735

Total cost of revenue

23,259

28,627

Operating expenses:

General and administrative expenses, exclusive of depreciation and amortization

30,519

18,581

Depreciation and amortization associated with general and administrative expenses

9,608

9,613

Total general and administrative expenses

40,127

28,194

Loss on contract

—

28,593

Impairment on fixed assets

130

Operating loss

(33,681 )

(47,523 )

Interest expense

(4,835 )

(2,527 )

Gain (loss) on debt extinguishment and revaluation, net

10,658

(1,644 )

Fair value adjustment loss

(23,681 )

(5,705 )

Loss on sale of fixed assets and credit on equipment deposit

(1,151 )

(31 )

Other financing expense

(5,917 )

(3,661 )

Other (expense) income, net

(700 )

304

Loss before income taxes

(59,307 )

(60,787 )

Income tax benefit, net

2,316

2,487

Net loss

(56,991 )

(58,300 )

(Less) Net loss (income) attributable to non-controlling interest, net

3,580

(5,034 )

Net loss attributable to Soluna Holdings, Inc.

$ (53,411 )

$ (63,334 )

Basic and Diluted loss per common share:

Basic & Diluted loss per share

$ (2.38 )

$ (14.94 )

Weighted average shares outstanding (Basic and Diluted)

29,048,848

5,109,339

The

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

Soluna

Holdings, Inc. and Subsidiaries

Consolidated

Statements of Cash Flows

For

the Year Ended December 31, 2025 and 2024

(Dollars

in thousands)

Year Ended December 31,

(Dollars in thousands)

2025

2024

Operating Activities

Net loss

$ (56,991 )

$ (58,300 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

6,852

6,152

Amortization expense

9,493

9,488

Stock-based compensation

10,566

5,311

Deferred income taxes

(2,339 )

(2,522 )

Impairment on fixed assets

130

Provision for credit losses

—

760

Amortization of operating lease asset and financing lease

189

133

Debt issuance costs

—

2,011

(Gain) loss on debt extinguishment and revaluation, net

(10,658 )

1,644

Loss on contract

—

28,593

Amortization on deferred financing costs and discount on notes

1,114

351

Fair value adjustments, including SEPA

23,680

5,705

Fair value on placement agent warrant financing cost

146

—

Loss on sale of fixed assets and credit on equipment deposit

1,151

Conversion inducement expense

—

388

Changes in operating assets and liabilities:

Accounts receivable

(2,829 )

(505 )

Prepaid expenses and other current assets

(884 )

(3,296 )

Other long-term assets

1,704

(4,842 )

Accounts payable

2,012

741

Contract liability

(667 )

—

Deferred revenue

1,012

—

Operating lease liabilities

(61 )

(138 )

Other liabilities and customer deposits

3,044

(1,671 )

Accrued liabilities and accrued interest payable

4,305

4,767

Net cash used in operating activities

(9,149 )

(5,069 )

Investing Activities

Purchases of property, plant, and equipment

(28,065 )

(8,853 )

Purchases of intangible assets

(134 )

(101 )

Proceeds from disposal on property, plant, and equipment

—

215

Deposits of equipment

(3,654 )

(4,424 )

Net cash used in investing activities

(31,853 )

(13,163 )

Financing Activities

Proceeds from common stock warrant exercises

10,272

2,332

Proceeds from sale of common stock on SEPA

6,176

—

Proceeds from notes and debt issuance

23,885

14,470

Net proceeds from sale of common stock on ATM

34,153

—

Net proceeds from July equity issuance

4,364

—

Net proceeds from December equity issuance

29,748

—

Payments on notes

(6,676 )

(2,675 )

Payments on debt issuance costs

(2,790 )

(899 )

Payments on other financing costs

—

(1,375 )

Payments on warrant redemptions

(452 )

—

Payments on financing lease liabilities

(118 )

—

Costs on treasury stock

(75 )

—

Contributions from non-controlling interest

29,559

14,735

Distributions to non-controlling interest

(8,654 )

(8,270 )

Net cash provided by financing activities

119,392

18,318

Increase in cash & restricted cash

78,390

Cash & restricted cash – beginning of period

10,453

10,367

Cash & restricted cash – end of period

$ 88,843

$ 10,453

Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:

Interest paid on debt

1,976

527

Non-cash investing and financing activities:

Fair value consideration for Green Cloud issuance of shares

810

—

Noncash financing cost accrual

766

—

Noncash deferred financing cost accrual

828

—

Warrant consideration in relation to Generate Common Warrant

2,635

—

Warrant consideration in relation to convertible notes, Cloud notes, and revaluation of warrant liability

—

6,362

Notes converted to common stock

—

9,001

Noncash membership distribution accrual

3,637

1,179

SEPA commitment payment

—

275

Placement agent release payment

—

1,000

Fair value consideration on placement agent warrants

1,313

—

Noncash non-controlling interest contributions

2,675

2,160

Noncash activity right-of-use assets obtained in exchange for lease obligations

2,303

146

The

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

Segment

Information

The

following table details revenue, cost of revenues, and other operating costs for the Company’s reportable segments for years ended

December 31, 2025 and 2024, and reconciles to net income (loss) on the consolidated statements of operations:

For

the year ended December 31, 2025

Cryptocurrency Mining

Data Center Hosting

High-Performance

Computing Services

Total

Segment Revenue: Revenue from external customers

$ 11,406

$ 16,998

$ 28

$ 28,432

Reconciliation of revenue

Demand response revenue (a)

1,285

Total consolidated revenue

29,717

Less: Segment cost of revenue

Utility costs

5,418

3,492

—

8,910

Wages, benefits, and employee related costs

873

2,853

3,733

Facilities and Equipment costs

862

2,141

—

3,003

Cost of revenue- depreciation

4,304

2,433

—

6,737

Other cost of revenue*

517

1,355

—

1,872

Total segment cost of revenue

11,974

12,274

24,255

General and administrative expenses

2,035

270

2,367

Loss on contract

—

Impairment on fixed assets

—

Segment operating (loss) income

$ (630 )

$ 2,677

$ (249 )

$ 1,798

For

the year ended December 31, 2024

Cryptocurrency Mining

Data Center Hosting

High-Performance

Computing Services

Total

Segment Revenue: Revenue from external customers

$ 17,027

$ 18,838

$ 16

$ 35,881

Reconciliation of revenue

Demand response revenue (a)

2,140

38,021

Less: Segment cost of revenue

Utility costs

5,381

5,437

—

10,818

Wages, benefits, and employee related costs

849

2,087

2,942

Facilities and Equipment costs

944

1,406

5,718

8,068

Cost of revenue- depreciation

4,292

1,735

—

6,027

Other cost of revenue*

623

779

—

1,402

Total segment cost of revenue

12,089

11,444

5,724

29,257

General and administrative expenses

169

1,058

410

1,637

Loss on contract

—

28,593

Impairment on fixed assets

130

—

130

Segment operating income (loss)

$ 4,639

$ 6,336

$ (34,711 )

$ (23,736 )

(a)

Demand service revenue is included as a reconciling item of

total revenue and not included as part of segment gross profit or loss.

Other cost of revenue includes Insurance, outside service costs

and margins, and general costs.

The

following table presents the reconciliation of segment operating income (loss) to net income (loss) before taxes:

Year ended December 31,

2025

2024

Segment operating income (loss)

$ 1,798

$ (23,736 )

Reconciling Items:

Elimination of intercompany costs

996

630

Other revenue (a)

1,285

2,140

General and administrative, exclusive of depreciation and amortization (b)

(28,152 )

(16,944 )

General and administrative, depreciation and amortization

(9,608 )

(9,613 )

Interest expense

(4,835 )

(2,527 )

Gain (loss) on debt extinguishment and revaluation, net

10,658

(1,644 )

Loss on sale of fixed assets and credit on equipment deposit

(1,151 )

(31 )

Fair value adjustment loss

(23,681 )

(5705 )

Other financing expense

(5,917 )

(3,661 )

Other (expense) income, net

(700 )

304

Net loss before taxes

$ (59,307 )

$ (60,787 )

(a)

Demand service revenue is included as a reconciling item of

total revenue and not included as part of segment gross profit or loss

(b)

The reconciling general and administrative expense, exclusive

of depreciation and amortization represent corporate and unallocated general and administrative expenses for the year.

Gross

Profit Breakout:

The

following table summarizes the balances for the Project sites for cryptocurrency mining revenue, data hosting revenue, high-performance

computing service revenue, demand response revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hosting

revenue, exclusive of depreciation, cost of high-performance computing services, and cost of depreciation during the year ended December

31, 2025:

Soluna Digital

Soluna Cloud

(Dollars in thousands)

Project Dorothy 1B

Project Dorothy 1A

Project Dorothy 2

Project Sophie

Other

Soluna Digital Subtotal

Project

Ada

Total

Cryptocurrency mining revenue

$ 11,406

$ —

$ 11,406

$ —

$ 11,406

Data hosting revenue

—

6,176

5,662

5,160

—

16,998

—

16,998

High-performance computing services

—

Demand response services

561

579

145

—

1,285

—

1,285

Total revenue

11,967

6,755

5,807

5,160

—

29,689

29,717

Cost of cryptocurrency mining, exclusive of depreciation

$ 7,411

$ —

$ 7,411

$ —

$ 7,411

Cost of data hosting revenue, exclusive of depreciation

—

3,064

3,852

1,629

559

9,104

—

9,104

Cost of high-performance computing service revenue

—

Cost of cryptocurrency mining revenue- depreciation

4,304

—

4,304

—

4,304

Cost of data hosting revenue- depreciation

—

1,099

864

470

—

2,433

—

2,433

Total cost of revenue

11,715

4,163

4,716

2,099

559

23,252

23,259

Gross profit (loss)

$ 252

$ 2,592

$ 1,091

$ 3,061

$ (559 )

$ 6,437

$ 21

$ 6,458

The

following table summarizes the balances for the Project sites for cryptocurrency mining revenue, data hosting revenue, high-performance

computing service revenue, demand response revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hosting

revenue, exclusive of depreciation, cost of high-performance computing services, and cost of depreciation during the year ended December

31, 2024:

Soluna Digital

Soluna Cloud

(Dollars in thousands)

Project Dorothy 1B

Project Dorothy 1A

Project Dorothy 2

Project Sophie

Other

Soluna Digital Subtotal

Project

Ada

Total

Cryptocurrency mining revenue

$ 17,027

$ —

$ 17,027

$ —

$ 17,027

Data hosting revenue

—

13,742

—

5,096

—

18,838

—

18,838

High-performance computing services

—

Demand response services

152

139

—

1,849

2,140

—

2,140

Total revenue

17,179

13,881

—

5,096

1,849

38,005

38,021

Cost of cryptocurrency mining, exclusive of depreciation

$ 7,499

$ —

$ 7,499

$ —

$ 7,499

Cost of data hosting revenue, exclusive of depreciation

—

7,252

—

2,059

9,377

—

9,377

Cost of high-performance computing service revenue

—

5,724

Cost of cryptocurrency mining revenue- depreciation

4,292

—

4,292

—

4,292

Cost of data hosting revenue- depreciation

—

1,162

—

573

—

1,735

—

1,735

Total cost of revenue

11,791

8,414

—

2,632

22,903

5,724

28,627

Gross profit (loss)

$ 5,388

$ 5,467

$ —

$ 2,464

$ 1,783

$ 15,102

$ (5,708 )

$ 9,394

EBITDA

and Adjusted EBITDA Tables:

Reconciliations

of EBITDA and Adjusted EBITDA to net loss, the most comparable GAAP financial metric, for historical periods are presented in the table

below:

(Dollars in thousands)

Years Ended

December 31,

2025

2024

Net loss from continuing operations

$ (56,991 )

$ (58,300 )

Interest expense

4,835

2,527

Income tax (benefit) expense

(2,316 )

(2,487 )

Depreciation and amortization

16,345

15,640

EBITDA

(38,127 )

(42,620 )

Adjustments: Non-cash items

Stock-based compensation costs

10,566

5,311

Loss on sale of fixed assets and credit on equipment deposit

1,151

(Gain) loss on debt extinguishment and revaluation, net

(10,658 )

1,644

Placement agent release expense

—

1,000

Fair value on placement agent warrant

146

—

Fair value adjustment loss

23,681

5,705

Loss on contract

—

28,593

Provision for credit losses

—

760

Convertible note inducement expense

—

388

Impairment on fixed assets

130

Adjusted EBITDA

$ (13,229 )

$ 942

The

following table represents the EBITDA and Adjusted EBITDA activity between each three-month period from January 1, 2025 through December

31, 2025.

(Dollars in thousands)

Three months ended

March 31,

2025

Three months ended

June 30,

2025

Three months ended

September 30,

2025

Three months ended

December 31,

2025

Year ended

December 31,

2025

Net loss from continuing operations

$ (7,354 )

$ (7,780 )

$ (25,787 )

$ (16,070 )

$ (56,991 )

Interest expense, net

838

1,196

1,212

1,589

4,835

Income tax (benefit) expense from continuing operations

(425 )

(608 )

(666 )

(617 )

(2,316 )

Depreciation and amortization

3,879

3,989

4,119

4,358

16,345

EBITDA

(3,062 )

(3,203 )

(21,122 )

(10,740 )

(38,127 )

Adjustments: Non-cash items

Stock-based compensation costs

1,847

1,942

1,882

4,895

10,566

Loss on sale of fixed assets and credit on equipment deposits

—

780

349

1,151

Fair value on placement agent warrant and financing fees

—

146

—

146

Fair value adjustment loss

118

—

22,047

1,516

23,681

Impairment on fixed assets

—

Gain on debt extinguishment and revaluation, net

(551 )

—

(10,107 )

—

(10,658 )

Adjusted EBITDA

$ (1,648 )

$ (1,227 )

$ (6,374 )

$ (3,980 )

$ (13,229 )

The

following table represents the EBITDA and Adjusted EBITDA activity between each three-month period from January 1, 2024 through December

31, 2024.

(Dollars in thousands)

Three months ended

March 31,

2024

Three months ended

June 30,

2024

Three months ended

September 30,

2024

Three months ended

December 31,

2024

Year ended

December 31,

2024

Net loss from continuing operations

$ (2,544 )

$ (9,145 )

$ (8,093 )

$ (38,518 )

$ (58,300 )

Interest expense, net

424

449

821

833

2,527

Income tax (benefit) expense from continuing operations

(548 )

(649 )

(547 )

(743 )

(2,487 )

Depreciation and amortization

3,926

3,909

3,916

3,889

15,640

EBITDA

1,258

(5,436 )

(3,903 )

(34,539 )

(42,620 )

Adjustments: Non-cash items

Stock-based compensation costs

661

1,368

1,257

2,025

5,311

Loss on sale of fixed assets

—

Provision for credit losses

—

244

367

149

760

Convertible note inducement expense

—

388

Placement agent release expense

—

1,000

Loss on contract

—

28,593

Impairment on fixed assets

130

—

130

Fair value loss (gain) adjustment

4,333

1,600

(328 )

100

5,705

(Gain) loss on debt extinguishment and revaluation, net

(1,236 )

4,000

(875 )

(245 )

1,644

Adjusted EBITDA

$ 5,147

$ 1,797

$ (3,482 )

$ (2,520 )

$ 942

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