Soluna Holdings, Inc. reported a planned leadership transition in its finance organization. The company will accept interim CFO and Treasurer David Michaels’ resignation once a new CFO is in place, noting his decision was not due to any disagreement over operations, policies, or practices.
On January 19, 2026, Soluna appointed Michael Picchi as CFO and Treasurer, effective April 1, 2026. He will join on March 9, 2026 as Head of Finance. His offer provides a $375,000 annual base salary, a target annual bonus equal to 50% of base salary, and a contemplated grant of 1,281,850 RSUs subject to time-based vesting. If terminated without cause or if he resigns for good reason, he is eligible for six months of base salary, certain earned bonuses, partial RSU vesting, and up to six months of COBRA premium support, subject to a release of claims.
Soluna Holdings, Inc. filed a prospectus supplement for an at-the-market offering of its common stock with an aggregate offering price of up to $87,650,000. The offering is being made under an existing At the Market Offering Agreement dated April 29, 2025 with H.C. Wainwright & Co., LLC, using a previously filed Form S-3 shelf registration and related ATM prospectus.
The company states that this new supplement must be read together with its prior ATM prospectus documents. Soluna has already sold 13,680,483 shares of common stock for aggregate gross proceeds of approximately $12.3 million under the same Sales Agreement. A legal opinion from Brownstein Hyatt Farber Schreck, LLP regarding the validity of the shares is included as an exhibit.
The company is updating its at-the-market common stock offering of up to $87,650,000 under its existing S-3 shelf. The supplement reports that, as of September 23, 2025, its public float was $98.5 million, based on 47,036,233 shares held by non-affiliates at a price of $2.10 per share, so it is no longer subject to the Form S-3 General Instruction I.B.6 sales limitations for this program.
At a reference price of $2.10 per share, fully using the $87,650,000 capacity would mean issuing about 41.7 million shares, but as of September 22, 2025 the company had approximately 4.3 million shares of common stock authorized and available for future issuance, which constrains how many shares can currently be sold under the Sales Agreement.
Generate Strategic Credit Master Fund I-B, L.P. and three affiliated entities jointly filed a Schedule 13G reporting shared beneficial ownership of 3,345,829 shares of Soluna Holdings, Inc. common stock, representing 9.99% of the class on a post-exercise basis. The shares are issuable upon exercise of warrants held by Generate Master Fund; a beneficial ownership limitation of 9.99% caps additional issuance and excludes 654,171 shares from this filing. The reporting group is organized in Delaware and states the filing is not an admission of beneficial ownership under Sections 13(d)/(g).
Soluna Holdings, Inc. reported that it has scheduled the groundbreaking of Project Kati, described as the company’s largest facility to date.
The company communicated this milestone through a press release dated September 11, 2025, which is furnished as an exhibit under a Regulation FD disclosure and is not treated as filed for liability purposes under federal securities laws.
Soluna Holdings, Inc. filed a current report to share that on September 9, 2025 it issued a press release with previously unreported corporate and operational information that it regularly posts on its website. The press release is attached as Exhibit 99.1 and is incorporated by reference in this report, but will not be treated as filed for liability purposes under the Securities Exchange Act or automatically included in other securities filings unless specifically incorporated.
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.
Soluna Holdings, Inc. (SLNH) reported a grant of 116,579 restricted stock awards to reporting person David C. Michaels, who is identified as both a director and the Chief Financial Officer. The awards were approved by the Compensation Committee and were granted on 09/01/2025 at a price of $0. After the grant, the reporting person beneficially owned 379,582 shares of common stock. The restricted shares are structured to vest 100% upon the reporting person’s separation from the issuer. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 09/02/2025.
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.
Jessica L. Thomas, Chief Accounting Officer of Soluna Holdings, Inc. reported a grant of 32,899 restricted stock awards of Common Stock on 09/01/2025. The awards were approved by the Compensation Committee and carry a $0 per-share price. The restricted shares vest in three tranches: 33% on 09/01/2026, 33% on 09/01/2027, and 34% on 09/01/2028, each contingent on continued service through the applicable vesting date. Following the grant, the reporting person beneficially owns 112,501 shares of Common Stock, held in a direct ownership form.