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Debt-for-stock swap at Greenidge (NASDAQ: GREE) retires $2.1M notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Greenidge Generation Holdings Inc. entered into privately negotiated exchange agreements on May 29 and June 1, 2026, swapping $2,089,400 aggregate principal of its 8.50% Senior Notes due October 2026 for 1,162,221 shares of Class A common stock. The exchanges were conducted under Section 3(a)(9) of the Securities Act, meaning the new shares went to existing security holders and no commission or other remuneration was paid for soliciting the exchanges. After this transaction, $33,138,350 aggregate principal of the notes remains outstanding, and the company states it is actively seeking additional non-cash opportunities to satisfy some or all of the remaining obligations but is not obligated to complete further exchanges.

Positive

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Negative

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Insights

Greenidge modestly reduces costly debt via debt-for-equity swap.

Greenidge Generation Holdings Inc. exchanged $2,089,400 principal of its 8.50% Senior Notes due October 2026 for 1,162,221 Class A shares. This is a non-cash transaction under Section 3(a)(9), executed through privately negotiated agreements with existing noteholders.

The notes carry an 8.50% coupon, so retiring principal reduces future cash interest expenses while increasing the equity base. The company reports $33,138,350 aggregate principal of these notes still outstanding after the exchange, indicating that most of the debt remains in place.

Greenidge states it continues to seek additional opportunities to satisfy remaining notes in non-cash consideration, without any obligation or specific timetable. Subsequent company disclosures may clarify whether more exchanges occur and how much of the $33,138,350 balance is ultimately addressed through similar transactions.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Debt exchanged $2,089,400 principal 8.50% Senior Notes due October 2026 exchanged for equity
Shares issued 1,162,221 shares Class A common stock issued in exchange agreements
Remaining notes balance $33,138,350 principal Outstanding 8.50% Senior Notes due October 2026 after exchange
Coupon rate 8.50% Interest rate on Senior Notes due October 2026
Exchange dates May 29 and June 1, 2026 Dates of privately negotiated exchange agreements
Exchange Agreements financial
"entered into separate privately negotiated exchange agreements (collectively, the “Exchange Agreements”)"
Section 3(a)(9) regulatory
"Pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
8.50% Senior Notes due October 2026 financial
"aggregate principal amount of its 8.50% Senior Notes due October 2026"
non-cash consideration financial
"seek opportunities to satisfy its obligations ... in non-cash consideration"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
FALSE000184497100018449712026-05-292026-05-290001844971us-gaap:CommonClassAMember2026-05-292026-05-290001844971gree:SeniorNotesDue2026850Member2026-05-292026-05-29



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

May 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 1.01 – Entry into a Material Definitive Agreement.

The information provided below in Item 3.02 regarding the Exchange Agreements (as defined below) is hereby incorporated by reference into this Item 1.01.

Item 3.02 – Unregistered Sales of Equity Securities.

On May 29 and June 1, 2026, Greenidge Generation Holdings Inc. (the “Company”) entered into separate privately negotiated exchange agreements (collectively, the “Exchange Agreements”), under which it issued an aggregate of 1,162,221 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), in exchange for $2,089,400 aggregate principal amount of its 8.50% Senior Notes due October 2026. Pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), the Common Stock issued in such transactions were issued to existing security holders of the Company exclusively in exchange for such holders’ securities and no commission or other remuneration was paid or given for soliciting the exchange. Other exemptions may apply.

Although the Company currently has no existing agreement to consummate any additional exchange or other similar transactions at this time, the Company continues to seek opportunities to satisfy its obligations in whole, or in part, of the $33,138,350 in remaining outstanding aggregate principal amount of its 8.50% Senior Notes due October 2026 in non-cash consideration and, consequently, the Company may consummate one or more additional similar transactions, from time to time, as opportunities emerge but is under no obligation to do so.

The above description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreements in substantially the form filed as Exhibit 10.1 hereto, which is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
10.1
Form of Exchange Agreement.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).






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: June 4, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Greenidge Generation Holdings Inc. (GREE) announce regarding its senior notes?

Greenidge exchanged $2,089,400 principal of its 8.50% Senior Notes due October 2026 for 1,162,221 Class A common shares. The swap was completed through privately negotiated exchange agreements with existing security holders under Section 3(a)(9) of the Securities Act.

How many Greenidge (GREE) shares were issued in the debt-for-equity exchange?

Greenidge issued 1,162,221 shares of Class A common stock in exchange for 8.50% Senior Notes. These shares were issued only to existing security holders, exclusively as consideration for their notes, with no commissions or other remuneration paid for soliciting the exchange.

How much Greenidge (GREE) senior note principal remains outstanding after the exchange?

Following the transaction, Greenidge reports $33,138,350 in remaining outstanding aggregate principal of its 8.50% Senior Notes due October 2026. This figure shows that only a portion of the total note balance has been addressed through the recent exchange agreements.

Does Greenidge (GREE) plan more exchanges of its 8.50% Senior Notes?

Greenidge states it continues to seek opportunities to satisfy some or all of the $33,138,350 remaining principal in non-cash consideration. However, it notes there is currently no agreement to complete additional exchanges and it is under no obligation to do so.

What are the key terms of Greenidge’s (GREE) 8.50% Senior Notes involved in the exchange?

The exchanged securities are 8.50% Senior Notes due October 2026, meaning they carry an 8.50% annual interest rate and mature in October 2026. A portion of these notes, with $2,089,400 aggregate principal, was swapped for common shares in this transaction.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents