[8-K] Greenidge Generation Holdings Inc. 8.50% Senior Notes due 2026 Reports Material Event

Rhea-AI Filing Summary

Greenidge Generation Holdings Inc.'s wholly-owned subsidiary, 300 Jones Road LLC, received notice on August 24, 2025 that Data Journey LLC terminated the Purchase and Sale Agreement for approximately 152 acres in Spartanburg, South Carolina originally set to close for $12.1 million in cash plus an 8% profit participation. Side letters dated March 3 and July 10, 2025 had provided Data Journey an option that expired on August 25, 2025 and allowed Greenidge to retain non-refundable deposits of $400,000, continue marketing the Property, and terminate the Agreement after the Closing Deadline.

The Company says it will continue investing to secure the Property's long-term power rights and will explore opportunities to maximize shareholder value. The termination ends the specific sale arrangement but preserves the Company's ability to seek alternative buyers and to retain the stated deposits.

Positive

• $400,000 in non-refundable deposits will be retained by the Company
• The Company retains the right to continue marketing the property to other prospective purchasers
• The Company will continue investing to secure the Property's long-term power rights

Negative

• Data Journey terminated the sale of the 152-acre Property, cancelling a $12.1 million cash transaction and an 8% profit participation
• Termination removes a confirmed buyer and near-term monetization path for the Property, increasing reliance on finding an alternative purchaser

Insights

Financial Analyst

TL;DR Buyer terminated a $12.1M land sale with an 8% profit split; the seller keeps $400,000 and will re-market the property.

The termination of the Purchase and Sale Agreement removes a confirmed cash inflow of $12.1 million and the prospective 8% profit participation tied to development of a data center project. That outcome reduces near-term monetization certainty for the 152-acre Spartanburg parcel. However, contractual side letters preserved $400,000 in non-refundable deposits and allowed the company to relist the property, which mitigates some immediate downside. The company's stated plan to continue securing long-term power rights may maintain or enhance asset value, but the filing contains no timelines or alternative buyers, limiting assessment of recovery speed or impact on liquidity.

Corporate Governance Expert

TL;DR Contract termination followed agreed option timeline; company retained contractual protections and can pursue other buyers.

The disclosure indicates the parties relied on negotiated side letters that created explicit rights for the seller post-Closing Deadline, including retention of $400,000 in deposits and marketing rights. From a governance and disclosure standpoint, the Company has reported the material contractual change transparently and stated next steps to protect shareholder value. The filing does not include assessments of materiality to financial statements or cash flow, so additional disclosure may be warranted if the failed sale materially affects company finances.

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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

August 24, 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 1.02 – Termination of a Material Definitive Agreement.

On August 24, 2025, 300 Jones Road LLC, a wholly-owned subsidiary of Greenidge Generation Holdings Inc. (collectively, the “Company”), received written notice of termination from Data Journey LLC (“Data Journey”) of the Purchase and Sale Agreement, between the Company and Data Journey, dated November 27, 2024 (as amended, the “Agreement”). Pursuant to the Agreement, the Company agreed to sell Data Journey two parcels containing approximately 152 acres of land located in Spartanburg, South Carolina (the “Property”), together with the power rights to the Property, for the purpose of constructing, developing and operating a data center facility (the “Project”), for $12.1 million in cash (the “Purchase Price”) and an eight percent (8%) profit participation interest in the Project.

Pursuant to certain side letters to the Agreement, dated March 3 and July 10, 2025, between the Company and Data Journey, the parties agreed, among other things, to: (i) provide Data Journey an option to consummate the transaction, which was scheduled to expire on August 25, 2025 (the “Closing Deadline”); and (ii) allow the Company to (a) retain non-refundable deposits paid by Data Journey totaling $400,000, (b) continue marketing the property to other prospective purchasers, and (c) terminate the Agreement in its sole discretion at any time after the Closing Deadline.

The Company will continue making the investments necessary to secure the Property’s long-term power rights and explore all opportunities to maximize value for its shareholders.

Item 8.01 – Other Events.

On August 25, 2025, the Company issued a press release announcing the termination of the Agreement. A copy of the press release is attached 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 and Section 21E of the Exchange Act. 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, statements regarding 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 Securities and Exchange Commission. 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 U.S. 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 August 25, 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/ Jordan Kovler
Name:			Jordan Kovler
Title:			Chief Executive Officer

Date: August 25, 2025

FAQ

What happened to the Greenidge (GREEL) sale of the Spartanburg property?

Data Journey LLC terminated the Purchase and Sale Agreement for the 152-acre Spartanburg property, ending the planned sale for $12.1 million plus an 8% profit participation.

Will Greenidge (GREEL) receive any payment after the termination?

Yes. Under side letters the Company may retain $400,000 in non-refundable deposits paid by Data Journey.

Can Greenidge (GREEL) still sell the Property to someone else?

Yes. The side letters expressly allow the Company to continue marketing the property to other prospective purchasers after the Closing Deadline.

What will Greenidge (GREEL) do with the Property now?

The Company stated it will continue making investments to secure the Property's long-term power rights and explore opportunities to maximize shareholder value.

Was the sale subject to any option or deadline?

Yes. Data Journey had an option to consummate the transaction that was scheduled to expire on August 25, 2025, per the side letters.