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

Rhea-AI Filing Summary

Thomas J. Marusak, a director of Soluna Holdings, Inc. (ticker SLNH), was granted 116,579 restricted shares of common stock on 09/01/2025 as approved by the Compensation Committee. The award carries a $0 per-share price and will vest in three tranches: 33% on 09/01/2026, 33% on 09/01/2027, and 34% on 09/01/2028, each tranche subject to continued service through the applicable vesting date. After the grant, the reporting person beneficially owns 347,818 shares. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 09/02/2025.

Positive

• 116,579 restricted shares granted to a director, indicating alignment with shareholder interests
• Clear vesting schedule: 33% on 09/01/2026, 33% on 09/01/2027, 34% on 09/01/2028
• Post-grant beneficial ownership disclosed: 347,818 shares, improving transparency

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine board-member equity award intended to align the director with long-term shareholder interests.

The transaction is a standard restricted stock award approved by the Compensation Committee and filed on a timely Form 4. Vesting is time-based over three years, tying value to continued service. The filing discloses the post-grant beneficial ownership of 347,818 shares, which helps stakeholders track insider holdings. No unusual vesting conditions, accelerated provisions, or cash payments are disclosed in the form.

Compensation Analyst

TL;DR: Time-vested equity grant (116,579 shares) typical for director retention; schedule is front-loaded evenly across three years.

The grant price is reported as $0, indicating restricted stock rather than a purchase, and the 33%/33%/34% vesting splits the grant across three annual cliffs. This structure is consistent with long-term retention objectives. The form does not provide grant-date fair value or link the award to performance metrics; it is solely time-based per the disclosure.

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^*

Marusak Thomas J

(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		116,579(1)	A	$0	347,818	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 116,579 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 did Thomas J. Marusak report on Form 4 for SLNH?

The reporting person was granted 116,579 restricted shares of Soluna Holdings common stock on 09/01/2025, and now beneficially owns 347,818 shares.

What is the vesting schedule for the restricted shares reported on the 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.

Was there a purchase price for the restricted shares in the Form 4 filing?

The transaction price is reported as $0, consistent with a grant of restricted stock rather than a purchase.

Who approved the restricted stock award disclosed in the Form 4?

The award was approved by the issuer's Compensation Committee, as stated in the filing.

When was the Form 4 signed and filed?

The Form 4 shows an attorney-in-fact signature dated 09/02/2025.