Soluna director receives 99,679 RSAs vesting on separation — Form 4

Rhea-AI Filing Summary

Soluna Holdings, Inc. (SLNHP) director John Bottomley received an award of 99,679 restricted shares of common stock on 09/01/2025, approved by the Compensation Committee. The award was granted at no cash price and increases his beneficial ownership to 292,084 shares. The restricted shares are scheduled to vest 100% upon the reporting person's separation from the issuer. The Form 4 was signed on 09/02/2025 by an attorney-in-fact.

Positive

• Grant of 99,679 restricted shares approved by the Compensation Committee, increasing beneficial ownership to 292,084 shares
• No cash price for the award (reported price $0), indicating a direct equity grant

Negative

• Vesting 100% upon separation, an atypical single-event trigger that could function as a severance/retention payment and lacks detail in the filing
• Limited disclosure – the Form 4 provides no definition of "separation," performance conditions, or forfeiture/clawback terms

Insights

Corporate Governance Expert

TL;DR: A director received a large restricted stock award that vests fully on separation; governance and incentive design deserve attention.

The Form 4 discloses a grant of 99,679 restricted common shares to a director, increasing reported beneficial ownership to 292,084 shares. The award carries no purchase price and is explicitly described as vesting 100% upon the reporting person's separation from the company. From a governance perspective, the vest-on-separation design is atypical for standard service- or performance-based grants and may function as a retention or severance-type benefit. The disclosure is clear on quantities and vesting condition but provides no further detail on the separation definition, any performance conditions, or tax treatment. For investors, the material facts are the grant size, zero purchase price, and the single-event vesting trigger.

Securities/Compensation Analyst

TL;DR: Material insider grant reported; transaction is non-cash and alters insider holdings materially.

The filing documents a grant (Transaction Code A) of 99,679 restricted shares on 09/01/2025, granted by the Compensation Committee and priced at $0. Following the grant, the reporting person beneficially owns 292,084 common shares. The use of restricted stock awards (RSAs) rather than options is notable because RSAs typically confer immediate equity exposure subject to forfeiture conditions. The single-line disclosure lacks details on the triggering events that constitute "separation," whether separation includes termination for cause, and whether any clawback or forfeiture provisions apply. The transaction appears routine to report under Section 16, but additional corporate disclosures would be needed to fully assess compensation expense implications and governance considerations.

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

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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^*

Bottomley John

(Last) (First) (Middle)

C/O SOLUNA HOLDINGS, INC.

325 WASHINGTON AVENUE EXTENSION

(Street)

ALBANY NY 12205

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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

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

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

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	09/01/2025		A		99,679(1)	A	$0	292,084	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 99,679 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 100% upon the reporting person's separation from the issuer.

	/s/ Christopher Gandolfo, Attorney in Fact	09/02/2025
	** 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.
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FAQ

What did John Bottomley report on Form 4 for SLNHP?

The Form 4 reports a grant of 99,679 restricted shares of common stock on 09/01/2025, approved by the Compensation Committee, increasing his beneficial ownership to 292,084 shares.

At what price were the restricted shares granted?

The restricted shares were reported with a transaction price of $0, indicating they were granted without cash payment by the reporting person.

When do the restricted shares vest?

The filing states the shares will vest 100% upon the reporting person's separation from the issuer.

Who filed and signed the Form 4 for this transaction?

The Form 4 was signed on 09/02/2025 by Christopher Gandolfo, Attorney in Fact for the reporting person.

Does the Form 4 explain what "separation" means for vesting?

No. The Form 4 discloses the vesting trigger as separation but does not define the term or provide related terms or conditions.