Soluna Holdings raises authorized shares to 1 billion

Q: What were the SLNH say-on-pay vote results?

The say-on-pay proposal received 80,736,111 votes for, 14,262,456 against and 373,029 abstentions, with 62,813,005 broker non-votes. It concerned advisory approval of the named executive officers’ compensation as described in the definitive proxy statement.

Q: How did SLNH stockholders vote on auditor ratification?

The proposal to ratify KPMG LLP received 157,054,020 votes for, 897,391 against and 233,190 abstentions. KPMG LLP was appointed as the company’s independent registered public accounting firm for the year ending December 31, 2026.

Stockholders approved potential issuance of 20% or more of issued and outstanding common stock under the Standby Equity Purchase Agreement.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Soluna Holdings, Inc. (SLNH) increased its authorized common stock from 375,000,000 shares to 1,000,000,000 shares through a charter amendment approved by stockholders and effective immediately on October 16, 2026. The proposal received 144,378,143 votes for, 13,309,538 against and 496,920 abstentions.

Stockholders also approved the Exchange Cap Proposal for purposes of Nasdaq Listing Rule 5635(d), covering potential issuance of 20% or more of issued and outstanding common stock under the Standby Equity Purchase Agreement with YA II PN, Ltd.; the vote was 89,707,854 for, 5,440,475 against and 223,267 abstentions. William Hazelip, an independent Class III director, and non-independent Class III directors Michael Toporek and Daniel Golding were elected for three-year terms through the 2029 annual meeting. Stockholders also approved executive compensation on an advisory basis and ratified KPMG LLP as independent auditor for the year ending December 31, 2026.

0 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Moderate point. Forward-looking: it has not happened yet and may not happen.Potential common-share issuance: 20% or more of issued and outstanding shares approved.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 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 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Authorized common shares before amendment: 375,000,000 shares Authorized common shares after amendment: 1,000,000,000 shares Votes for authorized-share proposal: 144,378,143 votes +3 more

6 metrics

Authorized common shares before amendment 375,000,000 shares Pre-amendment authorization

Authorized common shares after amendment 1,000,000,000 shares Amendment effective October 16, 2026

Votes for authorized-share proposal 144,378,143 votes Stockholder vote

Potential issuance under Exchange Cap Proposal 20% or more of issued and outstanding common stock Approved under the Standby Equity Purchase Agreement

Votes for Exchange Cap Proposal 89,707,854 votes Stockholder vote

Class III director term Three years Through the 2029 annual meeting

Key Terms

authorized shares, Exchange Cap Proposal, Standby Equity Purchase Agreement, broker non-votes

4 terms

authorized shares technical

"increase the number of shares of Common Stock authorized for issuance"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

Exchange Cap Proposal regulatory

"approval of the Exchange Cap Proposal"

Standby Equity Purchase Agreement financial

"pursuant to the Standby Equity Purchase Agreement, dated March 24, 2026"

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

broker non-votes technical

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the SLNH say-on-pay vote results?

The say-on-pay proposal received 80,736,111 votes for, 14,262,456 against and 373,029 abstentions, with 62,813,005 broker non-votes. It concerned advisory approval of the named executive officers’ compensation as described in the definitive proxy statement.

How did SLNH stockholders vote on auditor ratification?

The proposal to ratify KPMG LLP received 157,054,020 votes for, 897,391 against and 233,190 abstentions. KPMG LLP was appointed as the company’s independent registered public accounting firm for the year ending December 31, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/19/2026 - 04:54 PM EDT Accepted by SEC EDGAR 10/19/2026 - 04:54 PM EDT

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): October 16, 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.

As described under the Proposal to Increase Authorized Shares (as defined below) in Item 5.07 of this Current Report on Form 8-K, on October 16, 2026, Soluna Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which, among other matters of business acted upon, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation, as amended (the “Articles”), to increase the Company’s authorized shares of common stock, par value $0.001 per share (the “Common Stock”), from 375,000,000 shares to 1,000,000,000 shares (the “Certificate of Amendment”).

On October 16, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada and such amendment became effective immediately. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On October 16, 2026, the Company held its Annual Meeting. The stockholders of the Company acted upon the following proposals at the Annual Meeting: (1) the election of three directors, (2) the approval of the Proposal to Increase Authorized Shares, (3) the approval of the Say-on-Pay Proposal, (4) the approval of the Auditor Ratification Proposal, (5) the approval of the Exchange Cap Proposal, and (6) the approval of the Adjournment Proposal (each as defined below).

The final voting results were as follows:

Proposal 1: Election of Directors Proposal

The Company’s stockholders elected William Hazelip as a Class III Director (independent) to serve for a three-year term until the Company’s 2029 Annual Meeting of Stockholders. Mr. Hazelip received the following votes:

For		Withheld		Broker Non-Votes
86,060,721		9,310,875		62,813,005

The Company’s stockholders elected Michael Toporek as a Class III Director (non-independent) to serve for a three-year term until the Company’s 2029 Annual Meeting of Stockholders. Mr. Toporek received the following votes:

For		Withheld		Broker Non-Votes
91,940,521		3,431,075		62,813,005

The Company’s stockholders elected Daniel Golding as a Class III Director (non-independent) to serve for a three-year term until the Company’s 2029 Annual Meeting of Stockholders. Mr. Golding received the following votes:

For		Withheld		Broker Non-Votes
94,735,702		635,894		62,813,005

Proposal 2: Proposal to Increase Authorized Shares

The proposal to approve an amendment to the Articles to increase the number of shares of Common Stock authorized for issuance thereunder from 375,000,000 shares to 1,000,000,000 shares (the “Proposal to Increase Authorized Shares”) was approved based upon the following votes:

For		Against		Abstain		Broker Non-Votes
144,378,143		13,309,538		496,920		N/A

Proposal 3: Say-on-Pay Proposal

The proposal to approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in the Company’s definitive proxy statement for the Annual Meeting (the “Say-on-Pay Proposal”) was approved based upon the following votes:

For		Against		Abstain		Broker Non-Votes
80,736,111		14,262,456		373,029		62,813,005

Proposal 4: Auditor Ratification Proposal

The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal”) was approved based upon the following votes:

For		Against		Abstain		Broker Non-Votes
157,054,020		897,391		233,190		N/A

Proposal 5: Exchange Cap Proposal

The proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of 20% or more of the Company’s issued and outstanding shares of Common Stock pursuant to the Standby Equity Purchase Agreement, dated March 24, 2026, between the Company and YA II PN, Ltd. (the “Exchange Cap Proposal”), was approved based upon the following votes:

For		Against		Abstain		Broker Non-Votes
89,707,854		5,440,475		223,267		62,813,005

Proposal 6: Adjournment Proposal

The proposal to approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the approval of any of the foregoing proposals was insufficient to approve such proposal (the “Adjournment Proposal”) was approved based upon the following votes:

For		Against		Abstain		Broker Non-Votes
141,738,731		15,777,425		668,445		N/A

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

3.1	Certificate of Amendment, dated October 16, 2026, to the Articles of Incorporation of Soluna Holdings, Inc.
104	Cover Page Interactive Data File (embedded with 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: October 19, 2026	By:	/s/ Michael Picchi
		Michael Picchi
		Chief Financial Officer
		(principal financial officer)

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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