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

Rhea-AI Filing Summary

Soluna Holdings, Inc. reporting person John Belizaire, who is listed as both Chief Executive Officer and a director, received a grant of 416,394 restricted shares of Common Stock on 09/01/2025. The award was approved by the Compensation Committee and vests in three annual tranches: 33% on 09/01/2026, 33% on 09/01/2027 and 34% on 09/01/2028, each contingent on continued service. Following the grant, the reporting person beneficially owns 1,221,700 shares. The Form 4 was signed by an attorney-in-fact on 09/02/2025.

Positive

• Alignment of interests: CEO award vests over three years, aligning management incentives with long-term shareholder value
• Committee approval: Award expressly approved by the Compensation Committee, indicating governance oversight

Negative

• Potential dilution: 416,394 restricted shares will increase outstanding shares upon vesting
• No performance conditions disclosed: Vesting is solely time-based, not tied to specific operational or financial targets

Insights

Corporate Governance Expert

TL;DR: Standard service-based equity grant aligning CEO incentives with shareholder value over three years; non-immediate dilution.

The grant of 416,394 restricted shares appears to be a routine, committee-approved long-term incentive intended to retain and motivate the CEO. Vesting is time-based over three years with no performance conditions disclosed, which ties compensation to continued service rather than explicit performance milestones. Beneficial ownership post-grant is 1,221,700 shares, indicating meaningful insider exposure to the company’s equity value. Materiality for investors depends on company market capitalization, which is not provided here.

Compensation Analyst

TL;DR: The award gives multi-year retention value to the CEO but lacks disclosed performance metrics.

The restricted stock award vests 33%/33%/34% annually, a common retention schedule that provides clear service-based incentives. Because the grant is in outright restricted shares (no strike price reported and price shown as $0), this is fully equity-settled and will dilute existing shareholders when shares vest. The Form does not disclose grant-date fair value or rationale, so assessing its relative size versus total outstanding shares or peer compensation is not possible from this filing alone.

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 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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		416,394(1)	A	$0	1,221,700	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 416,394 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 September 1, 2026, 33% on September 1, 2027, and 34% on September 1, 2028, 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	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 transaction did John Belizaire report on Form 4 for SLNH?

He reported a grant of 416,394 restricted shares of Common Stock on 09/01/2025.

What is the vesting schedule for the restricted shares reported on Form 4?

The shares vest 33% on 09/01/2026, 33% on 09/01/2027, and 34% on 09/01/2028, subject to continued service.

How many shares does the reporting person beneficially own after the transaction?

The filing shows beneficial ownership of 1,221,700 shares following the reported transaction.

Was the award approved by a committee or disclosed as part of a plan?

Yes, the filing states the award was approved by the Compensation Committee.

Is there a purchase price associated with the restricted shares?

The Form lists the price as $0, indicating these are restricted stock awards rather than purchased shares.