Greenidge flags Nasdaq audit committee shortfall

Greenidge Generation Holdings Inc. reported that it is temporarily out of compliance with Nasdaq’s audit committee rules after director Kenneth Fearn resigned from the Board and Audit Committee on April 15, 2026.

Rhea-AI Filing Summary

Greenidge Generation Holdings Inc. reported that it is temporarily out of compliance with Nasdaq’s audit committee rules after director Kenneth Fearn resigned from the Board and Audit Committee on April 15, 2026. Nasdaq Listing Rule 5605(c)(2)(A) requires at least three independent directors on the Audit Committee.

The company has notified Nasdaq and is relying on the cure period under Nasdaq Listing Rule 5605(c)(4)(B). It has until the earlier of its next annual stockholders’ meeting or April 15, 2027 to regain compliance, with an earlier deadline of October 12, 2026 if the next annual meeting occurs before that date. The Board is recruiting a new independent director to join the Audit Committee. The notice does not immediately affect the listing or trading of Greenidge’s Class A common stock on Nasdaq.

Insights

Corporate governance analyst

Nasdaq audit committee shortfall disclosed with defined cure window.

Greenidge Generation Holdings Inc. is temporarily out of compliance with Nasdaq Listing Rule 5605(c)(2)(A) after an audit committee member resigned. The shortfall relates to the requirement for at least three independent directors on the Audit Committee, a core governance standard for Nasdaq issuers.

The company has already notified Nasdaq and will use the cure period provided under Listing Rule 5605(c)(4)(B). The window extends until the earlier of the next annual stockholders’ meeting or April 15, 2027, with an accelerated deadline of October 12, 2026 if the meeting occurs before that date. This framework gives the Board time to identify a qualified independent director.

There is no immediate impact on the listing or trading of the Class A common stock, which reduces near‑term market risk from this notice. The key dependency is timely recruitment of an independent director who meets Nasdaq’s audit committee criteria, allowing the company to restore full compliance within the specified cure period.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Audit committee independent directors required: 3 directors Director resignation effective date: April 15, 2026 Nasdaq notification date: April 23, 2026 +3 more

6 metrics

Audit committee independent directors required 3 directors Nasdaq Listing Rule 5605(c)(2)(A) requirement

Director resignation effective date April 15, 2026 Kenneth Fearn left Board and Audit Committee

Nasdaq notification date April 23, 2026 Company notified Nasdaq of non-compliance

Nasdaq notice date April 29, 2026 Company received formal non-compliance notice

Final cure deadline April 15, 2027 Latest date to regain audit committee compliance

Accelerated cure deadline October 12, 2026 Applies if next annual meeting is before this date

Key Terms

Nasdaq Listing Rule 5605(c)(2)(A), independent directors, Nasdaq Listing Rule 5605(c)(4)(B), Audit Committee, +1 more

5 terms

Nasdaq Listing Rule 5605(c)(2)(A) regulatory

"the Company is no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A)"

independent directors financial

"requires the Audit Committee to be comprised of at least three “independent directors”"

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

Nasdaq Listing Rule 5605(c)(4)(B) regulatory

"intends to rely on the cure period set forth in Nasdaq Listing Rule 5605(c)(4)(B)"

Audit Committee financial

"the audit committee of the Board (the “Audit Committee”)"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Nasdaq Global Select Market market

"The Nasdaq Global Select Market"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

FAQ

Why is Greenidge Generation Holdings (GREE) out of compliance with Nasdaq rules?

Greenidge fell out of compliance with Nasdaq Listing Rule 5605(c)(2)(A) after director Kenneth Fearn resigned from its Board and Audit Committee on April 15, 2026. That rule requires at least three independent directors on the Audit Committee, and his departure reduced the committee below this threshold.

What cure period has Nasdaq given Greenidge Generation (GREE) to fix its audit committee?

Under Nasdaq Listing Rule 5605(c)(4)(B), Greenidge has until the earlier of its next annual stockholders’ meeting or April 15, 2027 to regain compliance. If that annual meeting occurs before October 12, 2026, the company must restore compliance by October 12, 2026 instead.

Does the Nasdaq non-compliance notice affect trading of Greenidge (GREE) stock?

The notice currently has no immediate effect on the listing or trading of Greenidge’s Class A common stock on Nasdaq. The company remains listed while it uses the allowed cure period to recruit an additional independent director for the Audit Committee and restore compliance.

How does Greenidge Generation (GREE) plan to regain Nasdaq audit committee compliance?

Greenidge’s Board is identifying and selecting a new Board member who qualifies as an independent director and satisfies Nasdaq’s audit committee criteria. The company intends to appoint this person to the Audit Committee and restore compliance within the cure period specified by Nasdaq Listing Rule 5605(c)(4)(B).

Which specific Nasdaq rules are involved in Greenidge Generation’s (GREE) notice?

The situation involves Nasdaq Listing Rule 5605(c)(2)(A), which requires at least three independent directors on the Audit Committee, and Nasdaq Listing Rule 5605(c)(4)(B), which provides the cure period. The non-compliance arose after an audit committee member resigned effective April 15, 2026.

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Accepted by SEC EDGAR 05/01/2026 - 07:52 AM Learn about SEC filing dates

FALSE000184497100018449712026-04-292026-04-290001844971us-gaap:CommonClassAMember2026-04-292026-04-290001844971gree:SeniorNotesDue2026850Member2026-04-292026-04-29

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

April 29, 2026

Date of Report (date of earliest event reported)

___________________________________

Greenidge Generation Holdings Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-40808 (Commission File Number)			86-1746728 (I.R.S. Employer Identification Number)
1159 Pittsford-Victor Road, Suite 240 Pittsford, New York 14534
(Address of principal executive offices and zip code)
(315) 536-2359
(Registrant's telephone number, including area code)

___________________________________

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			Name of each exchange on which registered
Class A common stock, par value $.0001			GREE			The Nasdaq Global Select Market
8.50% Senior Notes due 2026			GREEL			The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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 3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 23, 2026, Greenidge Generation Holdings Inc. (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) that, following the resignation of Kenneth Fearn from the Company’s Board of Directors (the “Board”) and the audit committee of the Board (the “Audit Committee”), effective as of April 15, 2026, the Company is no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Audit Committee to be comprised of at least three “independent directors” (as defined in Nasdaq Listing Rule 5605(a)(2)), and that the Company intends to rely on the cure period set forth in Nasdaq Listing Rule 5605(c)(4)(B) while it recruits a new Audit Committee member.

On April 29, 2026, the Company received a notice from Nasdaq (the “Notice”) confirming the Company’s non-compliance with Nasdaq Listing Rule 5605(c)(2)(A) as a result of Mr. Fearn’s resignation from the Audit Committee. As mentioned above, the Company intends to rely on the cure period set forth in Nasdaq Listing Rule 5605(c)(4)(B) to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A). In accordance with Nasdaq Listing Rule 5605(c)(4)(B), the Company has a cure period to regain compliance that extends until the earlier of the Company’s next annual meeting of stockholders or April 15, 2027; provided that if the Company’s next annual meeting of stockholders is held before October 12, 2026, then the Company must regain compliance no later than October 12, 2026. The Board is in the process of identifying and selecting a new member of the Board who qualifies as “independent” and meets the applicable audit committee criteria set forth in Nasdaq Listing Rule 5605. The Company intends to regain compliance with Nasdaq’s audit committee requirements within the applicable cure period. The Notice has no immediate effect on the listing or trading of the Company’s Class A common stock on Nasdaq.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Greenidge Generation Holdings Inc.
By:			/s/ Jordan Kovler
Name:			Jordan Kovler
Title:			Chief Executive Officer

Date: May 1, 2026

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