[Form 4] Soluna Holdings, Inc 9.0% Series A Cumulative Perpetual Preferred Stock Insider Trading Activity

Rhea-AI Filing Summary

Soluna Holdings director Matthew E. Lipman received a grant of 99,679 restricted stock awards on 09/01/2025. The awards are shares of Common Stock granted at a $0 purchase price and bring the reporting person’s total beneficial ownership to 292,328 shares. The Compensation Committee approved the grant. The restricted shares are structured 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

• Significant insider ownership increase: Reporting person's holdings rose to 292,328 shares after the grant.
• Compensation committee approval: Award was approved by the Compensation Committee, indicating board oversight.

Negative

• Grant issued at $0 price: The award was granted with a $0 purchase price, implying potential dilution to existing shareholders.
• Unusual vesting trigger: The shares vest 100% upon separation, a non-standard condition that may create ambiguous incentive alignment without further detail.

Insights

Corporate Governance Expert

TL;DR: Director received a sizeable restricted stock grant that ties compensation to future status but vests only upon separation.

The grant of 99,679 restricted stock awards increases the director’s stake to 292,328 shares and was approved by the Compensation Committee. The vesting condition—100% upon separation—is an atypical structure compared with time- or performance-based vesting and may reflect a severance/retention design or an administrative issuance mechanism. From a governance perspective, the grant increases insider alignment with shareholders but the unusual vesting trigger warrants review of award terms and any related agreements to understand incentives and potential clawback or post-separation transfer rules.

Securities Analyst

TL;DR: Material share grant for a director, modestly increases insider ownership but is unlikely to be market-moving on its own.

The 99,679-share restricted award was granted at a stated price of $0 and raises the director’s reported holdings to 292,328 shares. While this is a meaningful increase in his personal holdings, the filing does not disclose the total shares outstanding so the absolute dilution impact cannot be assessed from this Form 4 alone. The filing provides no performance metrics or market-price linkage for the award, limiting assessment of potential future dilution or expense recognition.

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
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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^*

Lipman Matthew E.

(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	292,328	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.
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.

FAQ

What did Matthew E. Lipman receive according to the Form 4?

He was granted 99,679 restricted stock awards of Soluna Holdings common stock on 09/01/2025.

How many shares does the reporting person own after the grant?

The Form 4 reports 292,328 shares beneficially owned following the transaction.

At what price were the restricted stock awards granted?

The awards were reported with a price of $0.

When do the restricted shares vest?

The restricted shares are set to vest 100% upon the reporting person's separation from the issuer.

Who approved the award and who signed the Form 4?

The award was approved by the Compensation Committee and the Form 4 was signed by an attorney-in-fact, Christopher Gandolfo, on 09/02/2025.