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

Rhea-AI Filing Summary

Mary Jennifer OReilly, Chief People Officer of Soluna Holdings, Inc., was granted 99,679 restricted stock awards on 09/01/2025, as approved by the Compensation Committee. The award was reported at a $0 per-share price and increases the reporting person’s beneficial ownership to 292,200 shares. The restricted shares vest in three tranches: 33% on 09/01/2026, 33% on 09/01/2027 and 34% on 09/01/2028, each tranche contingent on continued service. The Form 4 filing bears a signature by an attorney-in-fact on 09/02/2025.

Insights

Corporate Governance Expert

TL;DR: A standard restricted stock grant approved by the Compensation Committee with multi-year vesting tied to continued service.

The grant of 99,679 restricted shares to the Chief People Officer is a typical equity-based compensation mechanism intended to retain senior management. The award’s three-year cliff/graded vesting schedule (33%/33%/34%) aligns executive incentives with multi-year performance or retention objectives. The filing shows the transaction price as $0, consistent with time-based restricted shares rather than a purchase. From a governance perspective, the Compensation Committee’s approval and public reporting via Form 4 are appropriate disclosures; there is no indication in the filing of performance-based vesting conditions or acceleration provisions.

Compensation Analyst

TL;DR: Materiality appears limited; the grant increases insider ownership but follows routine award practices.

The reporting person’s beneficial ownership rising to 292,200 shares after a 99,679-share restricted award indicates a meaningful increase in personal equity stake but the filing contains no financial metrics (grant value or percent of outstanding equity). The vesting schedule spreads over three years, which supports retention. The Form 4 does not disclose any performance targets, cash payout features, or exercise/conversion mechanics, limiting assessment to time-based retention intent.

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^*

OReilly Mary Jennifer

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People 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		99,679(1)	A	$0	292,200	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 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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