SLNH Form 4: Director receives 66,453 and 33,226 restricted shares; vesting details

Rhea-AI Filing Summary

Edward R. Hirshfield, a director of Soluna Holdings, Inc., reported two grants of restricted common stock on 09/01/2025. One grant totaled 66,453 shares that, per the filing, will vest 100% upon the reporting person’s separation from the company. A second grant totaled 33,226 shares with time-based vesting of 33% on 09/01/2026, 33% on 09/01/2027, and 34% on 09/01/2028, contingent on continued service. Both awards were approved by the Compensation Committee and reported with a transaction price of $0. Following the reported transactions, the filing shows the reporting person beneficially owned 258,018 shares after the first grant line and 291,244 shares after the second line.

Positive

• Compensation Committee approval for both restricted stock awards indicates governance oversight of these grants
• Clear vesting schedule provided for the 33,226-share award: 33% on 09/01/2026, 33% on 09/01/2027, and 34% on 09/01/2028

Negative

• 66,453-share award vests 100% upon separation, an atypical provision that may merit additional disclosure or scrutiny
• Transaction price reported as $0 for both awards, indicating issuance of restricted shares rather than purchases which increases potential dilution

Insights

Corporate Governance Expert

TL;DR: Two restricted stock awards granted to a director, one with immediate vest-on-separation and one time-vested over three years; both approved by the Compensation Committee.

The filing documents routine equity compensation steps by the issuer's compensation committee. The first award of 66,453 shares is unusual in that it vests 100% upon the reporting person’s separation, which departs from typical service-vesting schedules and could reflect a specific contractual arrangement or retention/termination provision. The second award follows a standard multi-year time-vesting schedule (33%/33%/34%). Both grants were recorded at a transaction price of $0, consistent with restricted stock awards rather than open-market purchases. These disclosures are material for shareholder governance review because they detail director compensation mechanics and immediate vesting triggers.

Compensation Analyst

TL;DR: Compensation committee-approved restricted stock awards increase director equity stake with mixed vesting terms.

The Compensation Committee approved two awards totaling 99,679 restricted shares for the reporting director. The staggered vesting on the 33,226-share award aligns with common retention practices, while the 66,453-share award's full vest-on-separation condition warrants review for potential accounting or policy implications. The filing provides post-transaction beneficial ownership counts (258,018 and 291,244), enabling stakeholders to measure the director's equity position before and after these awards. No exercise prices or derivative instruments are reported.

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^*

Hirshfield Edward R

(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		66,453(1)	A	$0	258,018	D
Common Stock	09/01/2025		A		33,226(2)	A	$0	291,244	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 66,453 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.

2. Transaction reported is a grant of 33,226 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).
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FAQ

What did Edward R. Hirshfield report on the Form 4 for Soluna Holdings (SLNH)?

The Form 4 reports two restricted stock awards granted on 09/01/2025: 66,453 shares that vest 100% upon separation and 33,226 shares that vest 33%/33%/34% on 09/01/2026, 09/01/2027, and 09/01/2028.

How many shares did the reporting person beneficially own after the transactions?

The filing shows beneficial ownership amounts of 258,018 shares following the first reported transaction line and 291,244 shares following the second reported transaction line.

Were any cash payments recorded for these transactions?

No. Both restricted stock awards are reported with a transaction price of $0.

Who approved the restricted stock awards?

Both awards were approved by the issuer's Compensation Committee, as stated in the filing.

When was the Form 4 signed and filed?

The signature block shows execution by an attorney-in-fact, Christopher Gandolfo, dated 09/02/2025.