Greenidge Generation (NASDAQ: GREE) sells Spartanburg site, may earn $18M more

Rhea-AI Filing Summary

Greenidge Generation Holdings Inc. has closed the sale of two parcels totaling about 152 acres in Spartanburg, South Carolina, along with its rights to 60 megawatts (MW) of electrical service tied to the site. The buyer is 300 Jones Road Associates LLC, an affiliate of Lightstone Parent LLC, and the initial 60 MW is expected to be available to the property in September 2026.

The company received $18.0 million in cash at closing, with the possibility of up to an additional $18.0 million in future “Success Payments.” These contingent payments depend on extra electrical capacity above the initial 60 MW being made available to the property before December 31, 2030, and are set at $180,000 per MW, payable within three months after each additional energization. Lightstone Parent LLC has provided an irrevocable guarantee backing the purchaser’s obligations to make any Success Payments.

Insights

Corporate finance analyst

Asset sale brings $18.0 million upfront and potential contingent cash tied to future power capacity additions.

Greenidge Generation has monetized a Spartanburg, South Carolina site by selling about 152 acres and its rights to 60 MW of electrical service. The structure delivers an immediate $18.0 million cash inflow, plus the potential for up to another $18.0 million in “Success Payments” if additional electrical capacity above 60 MW is made available before December 31, 2030. These contingent amounts are calculated at $180,000 per MW and are payable within three months after each qualifying energization.

This transaction converts a development-stage asset into liquidity while preserving upside if the buyer secures more power for the site. However, the additional payments are not guaranteed, because they depend on future capacity expansions rather than the company’s actions alone. An irrevocable guarantee from Lightstone Parent LLC mitigates counterparty nonpayment risk for any Success Payments that do become due.

Key reference points include the expected availability of the initial 60 MW in September 2026 and any later announcements that capacity at the property will exceed that level before December 31, 2030, since each such increase would trigger a Success Payment within three months of energization.

8-K Event Classification

3 items: 2.01, 8.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

December 11, 2025

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 2.01 – Completion of Acquisition or Disposition of Assets.

As previously disclosed, on November 26, 2025, 300 Jones Road LLC, a wholly owned subsidiary of Greenidge Generation Holdings Inc. (collectively with each of its affiliates, the “Company”), entered into a Purchase and Sale Agreement and Joint Escrow Instructions (as amended, the “Purchase Agreement”) with 300 Jones Road Associates LLC (the “Purchaser”), an affiliate of Lightstone Parent LLC (the “Guarantor”) and LightHouse Data Centers LLC, pursuant to which the Company agreed to sell to the Purchaser two parcels of land totaling approximately 152 acres located in Spartanburg, South Carolina (the “Property”) and to assign to the Purchaser the Company’s rights to 60 megawatts (“MW”) of electrical service (the “Initial Load”), which is expected to be made available to the Property in September 2026 (the “Transaction”).

On December 11, 2025, the Transaction closed. Pursuant to the Purchase Agreement, the consideration for the Transaction consisted of: (i) $18.0 million in cash (subject to upward adjustment for certain expenses incurred by the Company in connection with its design, development and construction of a 60 MW substation to be located on the Property) payable by the Purchaser to the Company on the closing date; and (ii) the Company’s right to receive future cash payments from the Purchaser, not to exceed an additional $18.0 million in the aggregate, conditioned upon the availability of additional electrical capacity to the Property in excess of the Initial Load prior to December 31, 2030 (such payments, the “Success Payments”).

Pursuant to the terms of the Purchase Agreement, any Success Payments will be made by the Purchaser to the Company no later than three months after any such additional energization in excess of the Initial Load at a rate of $180,000 per MW. As security for the Purchaser’s obligations to make any Success Payments owed to the Company, the Guarantor delivered to the Company an irrevocable guarantee pursuant to a Joinder executed concurrently with the Purchase Agreement.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2025 and is incorporated in its entirety herein by reference.

Item 8.01 – Other Events.

On December 11, 2025, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This report, including Exhibit 99.1 furnished herewith, includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect the Company’s financial or operating results. These forward-looking statements may be identified by terms such as “anticipate,” “believe,” “continue,” “foresee,” “expect,” “intend,” “plan,” “may,” “will,” “would,” “could,” and “should,” and the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this report include, among other things, the Company’s receipt of Success Payments pursuant to the Purchase Agreement, as well as the business plan, business strategy and operations of the Company in the future. In addition, all statements that address operating performance and future performance, events or developments that are expected or anticipated to occur in the future are forward-looking statements. Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described under the heading “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as may be amended from time to time, its subsequently filed Quarterly Reports on Form 10-Q and its other filings with the SEC. Consequently, all of the forward-looking statements made in this report are qualified by the information contained under this caption. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements in this report. You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, the actual results, performance, or achievements of the Company could differ materially from the results expressed in, or implied by, any forward-looking statements. All forward-looking statements speak only as of the date of this report and, unless otherwise required by federal securities law, the Company does not assume any duty to update or revise any forward-looking statements included in this report, whether as a result of new information, the occurrence of future events, uncertainties or otherwise, after the date of this report.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release, dated December 11, 2025.
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/ Bachar Mahmoud
Name:			Bachar Mahmoud
Title:			General Counsel and Corporate Secretary

Date: December 11, 2025

FAQ

What transaction did Greenidge Generation Holdings Inc. (GREE) complete on December 11, 2025?

Greenidge Generation Holdings Inc. closed a transaction to sell two parcels of land totaling approximately 152 acres in Spartanburg, South Carolina, and assigned its rights to 60 megawatts (MW) of electrical service associated with that property.

How much cash did Greenidge Generation (GREE) receive from the Spartanburg sale?

The company received $18.0 million in cash from the purchaser on the closing date, with a provision for upward adjustment for certain expenses related to designing, developing and constructing a 60 MW substation on the property.

What are the potential additional "Success Payments" to Greenidge Generation (GREE) and how are they calculated?

Greenidge may receive future "Success Payments" of up to an additional $18.0 million in aggregate. These payments are tied to additional electrical capacity above the initial 60 MW being made available to the property before December 31, 2030, and are calculated at $180,000 per MW, payable no later than three months after each additional energization.

What property and power rights did Greenidge Generation (GREE) transfer in this transaction?

The company sold two parcels of land totaling roughly 152 acres in Spartanburg, South Carolina, and assigned its rights to 60 MW of electrical service for the property, referred to as the Initial Load, which is expected to be available in September 2026.

Who is the buyer in Greenidge Generation's Spartanburg transaction and is there a guarantee for Success Payments?

The buyer is 300 Jones Road Associates LLC, an affiliate of Lightstone Parent LLC. Lightstone Parent LLC, as Guarantor, has provided an irrevocable guarantee of the purchaser’s obligations to make any Success Payments owed under the Purchase and Sale Agreement.

By when must additional electrical capacity be available for Greenidge Generation (GREE) to receive Success Payments?

For Greenidge to receive any Success Payments, additional electrical capacity beyond the initial 60 MW must be made available to the property prior to December 31, 2030, with each payment due no later than three months after the relevant additional energization.