Soluna Holdings (SLNH) CEO awarded 3.0M RSAs and updates share holdings

Rhea-AI Filing Summary

Soluna Holdings, Inc Chief Executive Officer John Belizaire reported compensation-related share movements involving the company’s common stock. He received a grant of 3,018,802 restricted stock awards approved by the Compensation Committee, which vest 33% on June 1, 2027, 33% on June 1, 2028, and 34% on June 1, 2029, subject to continued service.

On the same date, 58,984 shares were disposed of at $1.67 per share to cover tax obligations, a tax-withholding disposition rather than an open-market sale. Following these transactions, he directly holds 7,072,089 shares of common stock.

Insights

Equity compensation analyst

CEO received a large multi‑year stock grant with routine tax withholding.

The CEO of Soluna Holdings, Inc, John Belizaire, was granted 3,018,802 restricted stock awards of common stock at no cash cost, approved by the Compensation Committee. These awards vest in three tranches from June 1, 2027 through June 1, 2029, contingent on continued service.

A separate code F transaction shows 58,984 shares disposed at $1.67 per share to satisfy tax liabilities, which is not an open‑market sale. After these entries, Belizaire directly holds 7,072,089 shares. Overall, the filing reflects routine executive equity compensation rather than directional trading.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Belizaire John

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,018,802	$0.00	--
Tax Withholding	Common Stock	58,984	$1.67	$99K

Holdings After Transaction: Common Stock — 7,072,089 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Restricted stock grant: 3,018,802 shares Tax-withheld shares: 58,984 shares Tax-withholding price: $1.67 per share +4 more

7 metrics

Restricted stock grant 3,018,802 shares Common Stock awards granted June 1, 2026

Tax-withheld shares 58,984 shares Disposed to cover tax liability at $1.67 per share

Tax-withholding price $1.67 per share Price for 58,984 shares used for tax payment

Post-transaction holdings 7,072,089 shares Common Stock directly held after reported transactions

Vesting 2027 33% of grant Restricted stock awards vesting on June 1, 2027

Vesting 2028 33% of grant Restricted stock awards vesting on June 1, 2028

Vesting 2029 34% of grant Restricted stock awards vesting on June 1, 2029

Key Terms

restricted stock awards, tax-withholding disposition, Grant, award, or other acquisition, Compensation Committee, +1 more

5 terms

restricted stock awards financial

"Transaction reported is a grant of 3,018,802 restricted stock awards representing shares of Common Stock"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 58,984 shares at $1.67"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

Compensation Committee financial

"which were approved by the Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

vest financial

"The shares of Common Stock will vest 33% on June 1, 2027, 33% on June 1, 2028, and 34% on June 1, 2029"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Belizaire John

(Last) (First) (Middle)

C/O SOLUNA HOLDINGS, INC.

325 WASHINGTON AVENUE EXTENSION

(Street)

ALBANY NEW YORK 12205

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Soluna Holdings, Inc [ SLNH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		A		3,018,802(1)	A	$0	7,072,089	D
Common Stock	06/01/2026		F		58,984	D	$1.67	7,013,105	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Transaction reported is a grant of 3,018,802 restricted stock awards representing shares of Common Stock, par value $0.001 per share, of the issuer ("Common Stock"), which were approved by the Compensation Committee. The shares of Common Stock will vest 33% on June 1, 2027, 33% on June 1, 2028, and 34% on June 1, 2029, in each case subject to the reporting person remaining in the service of the issuer on each such vesting date.

	/s/ Christopher Gandolfo, Attorney in Fact	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Soluna Holdings (SLNH) CEO John Belizaire receive in this Form 4 filing?

John Belizaire received a grant of 3,018,802 restricted stock awards of Soluna Holdings common stock. The grant was approved by the Compensation Committee and represents equity-based compensation rather than a cash transaction or open-market purchase.

How do the new Soluna Holdings (SLNH) restricted stock awards vest for the CEO?

The 3,018,802 restricted stock awards vest over three years: 33% on June 1, 2027, another 33% on June 1, 2028, and the remaining 34% on June 1, 2029, provided John Belizaire remains in service on each vesting date.

Why were 58,984 Soluna Holdings (SLNH) shares disposed of in this Form 4?

The 58,984 shares of Soluna Holdings common stock were disposed of at $1.67 per share to cover tax liabilities. This code F transaction reflects tax withholding by delivering shares, not an open-market sale initiated to change investment exposure.

How many Soluna Holdings (SLNH) shares does the CEO hold after these transactions?

After the reported grant and tax-withholding disposition, John Belizaire directly holds 7,072,089 shares of Soluna Holdings common stock. This figure reflects his updated ownership position following the June 1, 2026 equity compensation events.

Is the Soluna Holdings (SLNH) CEO’s Form 4 a buy or sell signal for investors?

The Form 4 mainly shows a large restricted stock grant and a tax-withholding disposition, not open-market buying or selling. These compensation-related entries are routine for executives and do not, by themselves, indicate a change in the CEO’s market view.