SOLUNA HOLDINGS INC SEC Filings

Soluna Holdings, Inc. reported that one of its directors and its chief financial officer sold 1,017 shares of common stock on 12/12/2025 at $2.19 per share, leaving 1,179,787 common shares beneficially owned directly.

The same reporting person also sold 5,669 shares of the company’s 9.0% Series A Cumulative Perpetual Preferred Stock at $9.26 per share and now directly holds 52,977 preferred shares.

Soluna Holdings, Inc. reported that a company director sold shares of its 9.0% Series A Cumulative Perpetual Preferred Stock over three days in December 2025. On 12/10/2025, the director sold 2,000 preferred shares at an average price of $9.70 per share, leaving 11,748 shares beneficially owned. On 12/11/2025, the director sold 741 preferred shares at $9.90 per share, reducing holdings to 11,007 shares. On 12/12/2025, the director sold another 2,000 preferred shares at an average price of $9.76 per share, and directly beneficial ownership stood at 9,007 preferred shares after these transactions.

Soluna Holdings reported an insider transaction involving its 9.0% Series A Cumulative Perpetual Preferred Stock. Director Mr. Phelan sold 7,001 preferred shares on 12/10/2025 at an average price of $9.58 per share, leaving him with 127,970 shares of this series.

On 12/11/2025, he sold an additional 3,737 preferred shares at an average price of $9.52 per share, after which he beneficially owned 124,233 shares of the same preferred stock.

Soluna Holdings, Inc. reported insider equity activity by its Chief Accounting Officer. On December 1, 2025, the officer received a grant of 226,108 restricted stock awards representing shares of common stock, par value $0.001 per share. These awards will vest 33% on December 1, 2026, 33% on December 1, 2027, and 34% on December 1, 2028, subject to the reporting person remaining in the company’s service on each vesting date.

On the same date, a separate transaction coded "F" involved the disposition of 3,412 shares of common stock at a price of $1.63 per share. After the reported transactions, the officer beneficially owns 335,197 shares of Soluna common stock directly. This report amends a prior submission from December 3, 2025 that had incorrectly stated the number of shares beneficially owned after the transaction.

Soluna Holdings, Inc. reported that it has closed a previously announced registered direct offering priced at-the-market under Nasdaq rules. The transaction involves the purchase and sale of 18,079,144 shares of common stock, or pre-funded warrants in lieu of common stock, together with accompanying Series C warrants to purchase up to 18,079,144 additional common shares. The securities were sold at a purchase price of $1.77 per share, or per pre-funded warrant, with each share or pre-funded warrant accompanied by a Series C warrant. The company disclosed this event through a press release dated December 8, 2025, which is furnished as an exhibit.

Soluna Holdings, Inc. is raising capital through a registered direct offering of 5,929,944 shares of common stock, pre-funded warrants to purchase up to 12,149,200 shares, and Series C warrants to purchase up to 18,079,144 shares. Each common share and accompanying Series C warrant is priced at $1.77, and the company expects gross proceeds of approximately $32 million before fees and expenses.

The pre-funded warrants are immediately exercisable at $0.001 per share with beneficial ownership capped at 4.99% or, at a holder’s election, 9.99%. The Series C warrants are immediately exercisable at $1.65 per share and expire five years after issuance, with similar ownership caps and cash or cashless exercise mechanics. Soluna plans to use the proceeds for working capital, project-level equity, and general corporate purposes.

H.C. Wainwright & Co. is acting as placement agent, earning a 7.0% cash fee and placement agent warrants for up to 903,957 shares at an exercise price of $2.2125. On the same date, Soluna suspended use of its prior at-the-market offering prospectus and will not sell stock under that ATM program until a new prospectus supplement is filed.

Soluna Holdings, Inc. director reported receiving a grant of 685,074 shares of the company’s common stock as restricted stock awards on 12/01/2025. The grant was approved by the Compensation Committee and recorded at a price of $0 per share, reflecting that it is an equity compensation award rather than an open-market purchase.

The reporting person now beneficially owns 976,318 shares of common stock in direct ownership after this grant. All of the granted restricted shares will vest 100% upon the reporting person’s separation from Soluna Holdings, creating a single vesting event tied to the end of their service with the company.

Soluna Holdings, Inc. reported that one of its directors received a grant of 685,074 shares of common stock as restricted stock awards. The grant was approved by the company’s Compensation Committee and recorded as an acquisition at a price of $0 per share. Following this grant, the director beneficially owns 977,158 shares of Soluna common stock in direct ownership.

The restricted shares will vest 100% upon the director’s separation from the company, meaning the director gains full rights to all of these shares only when service with Soluna ends. This filing is a disclosure of insider equity compensation rather than a market purchase or sale.

Soluna Holdings, Inc. director reported sales of the company’s 9.0% Series A Cumulative Perpetual Preferred Stock (SLNHP). On 11/21/2025, the insider sold 100 shares at $7.45 and 1,900 shares at $7.18, all listed as direct ownership. On 11/24/2025, the director sold an additional 1,000 shares at $8.00.

After these transactions, the reporting person directly beneficially owned 14,748 shares of the preferred stock. The filing notes the individual’s relationship to Soluna as a director and indicates the form was filed for a single reporting person.