Soluna Holdings (NASDAQ: SLNH) withdraws Series B preferred stock designation

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Soluna Holdings, Inc. has formally eliminated its Series B Convertible Preferred Stock from its capital structure. Earlier in 2026, all 62,500 issued and outstanding Series B preferred shares were converted into 6,510,416 shares of common stock, and accrued dividends of $2.1 million were paid at full conversion.

On June 23, 2026, the company filed a Withdrawal of Designation in Nevada, terminating the Series B preferred designation. The filing became effective immediately, removed the prior Certificate of Designation from the Articles of Incorporation, and confirms that no Series B preferred shares remain outstanding.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Series B shares designated: 187,500 shares Series B shares converted: 62,500 shares Common shares issued: 6,510,416 shares +3 more

6 metrics

Series B shares designated 187,500 shares Series B Convertible Preferred Stock originally designated

Series B shares converted 62,500 shares Issued and outstanding preferred shares converted in 2026

Common shares issued 6,510,416 shares Common stock received upon full Series B conversion

Accrued dividends paid $2.1 million Dividends paid upon full conversion of Series B preferred

Withdrawal filing date June 23, 2026 Date Withdrawal of Designation filed in Nevada

Preferred series affected Series B Convertible Preferred Stock Designation terminated and removed from Articles of Incorporation

Key Terms

Series B Convertible Preferred Stock, Withdrawal of Designation, Certificate of Designation, Articles of Incorporation, +1 more

5 terms

Series B Convertible Preferred Stock financial

"designated 187,500 shares of preferred stock as Series B Convertible Preferred Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

Withdrawal of Designation regulatory

"filed a Withdrawal of Designation relating to the Preferred Stock"

Certificate of Designation regulatory

"previously-filed Certificate of Designation with respect to the previously designated Preferred Stock"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Articles of Incorporation regulatory

"eliminated from the Company’s Articles of Incorporation, as amended"

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

Cumulative Perpetual Preferred Stock financial

"9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share"

A cumulative perpetual preferred stock is a share that acts like a long-lasting hybrid between a bond and a dividend-paying stock: it promises regular fixed payments that, if missed, accumulate and must be paid later before common shareholders get dividends, and it has no set maturity date. Investors care because it can provide steady, higher-priority income similar to interest, but with limited capital upside, sensitivity to interest rates, and the risk that payments can be delayed even though they continue to accrue.

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 07:31 AM Accepted by SEC EDGAR 06/25/2026 - 07:30 AM

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

Date of Report (Date of earliest event reported): June 23, 2026

SOLUNA HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada

001-40261

14-1462255

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

325 Washington Avenue Extension
Albany, New York		12205
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 216-9257

N/A

(Former Name or Former Address, if Changed Since Last Report)

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(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	SLNH	The Nasdaq Stock Market LLC
9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share	SLNHP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Soluna Holdings, Inc. (the “Company”) previously designated 187,500 shares of preferred stock as Series B Convertible Preferred Stock (the “Preferred Stock”). In 2026, the previously issued and outstanding 62,500 shares of Preferred Stock were converted, in their entirety, to 6,510,416 shares of common stock of the Company. Accrued dividends of $2.1 million were paid upon the full conversion of such shares of Preferred Stock.

On June 23, 2026, the Company filed a Withdrawal of Designation relating to the Preferred Stock (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada and terminated the designation of the Preferred Stock. At the time of the filing of the Withdrawal of Designation, no shares of Preferred Stock were outstanding. The Withdrawal of Designation was effective upon filing and eliminated from the Company’s Articles of Incorporation, as amended, all matters set forth in the previously-filed Certificate of Designation with respect to the previously designated Preferred Stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate, Amendment or Withdrawal of Designation, relating to the Series B Convertible Preferred Stock, filed with the Secretary of State of Nevada on June 23, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	SOLUNA HOLDINGS, INC.

Date: June 25, 2026	By:	/s/ Michael Picchi
		Michael Picchi
		Chief Financial Officer
		(principal financial officer)

Source: View Original Filing on SEC EDGAR

FAQ

What capital structure change did Soluna Holdings (SLNH) report in this 8-K?

Soluna Holdings reported it eliminated its Series B Convertible Preferred Stock designation. All outstanding Series B shares had already been converted into common stock, and the withdrawal formally removes the series from the company’s Articles of Incorporation.

How many Series B preferred shares were converted by Soluna Holdings (SLNH)?

Soluna converted 62,500 issued and outstanding Series B Convertible Preferred Stock shares. Those shares were exchanged into 6,510,416 shares of Soluna common stock earlier in 2026, completing the transition away from this preferred series.

How many Soluna (SLNH) common shares were issued in the Series B conversion?

The conversion of 62,500 Series B preferred shares resulted in 6,510,416 Soluna common shares. This exchange completed before the company filed the Withdrawal of Designation eliminating the Series B preferred from its charter.

What dividends did Soluna (SLNH) pay upon converting its Series B preferred stock?

Soluna paid accrued dividends of $2.1 million when the 62,500 Series B preferred shares were fully converted. These dividend payments were made in connection with the complete conversion of the preferred stock into common shares earlier in 2026.

When did Soluna Holdings (SLNH) file the Withdrawal of Designation for Series B preferred?

Soluna filed the Withdrawal of Designation for its Series B Convertible Preferred Stock on June 23, 2026. The filing in Nevada was effective upon submission and removed the prior Certificate of Designation from the company’s Articles of Incorporation.

Does Soluna Holdings (SLNH) still have any Series B preferred shares outstanding?

No Series B preferred shares remain outstanding. All 62,500 issued and outstanding shares were fully converted into 6,510,416 common shares in 2026, and the Series B designation has now been formally withdrawn from the company’s charter.

Filing Exhibits & Attachments

12 documents