# Soluna Holdings, Inc: Form 10-Q for the period ended Jun 30, 2026

- Company: [Soluna Holdings, Inc](/companies/slnh.md) (CIK 64463)
- Form: 10-Q
- Filed: 2026-08-13
- Accepted by EDGAR: Aug 13, 2026, 16:07 ET
- Period: 2026-06-30
- Accession: 0001628280-26-056702
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/64463/000162828026056702/slnh-20260630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/64463/000162828026056702/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-04-01 to 2026-06-30 | $15.1m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2026-01-01 to 2026-06-30 | $24.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2026-04-01 to 2026-06-30 | $14.3m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2026-01-01 to 2026-06-30 | $21.8m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2026-04-01 to 2026-06-30 | −$1.3m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2026-01-01 to 2026-06-30 | −$1.3m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2026-04-01 to 2026-06-30 | $17.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2026-01-01 to 2026-06-30 | $36.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2026-04-01 to 2026-06-30 | −$16.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2026-01-01 to 2026-06-30 | −$33.6m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2026-04-01 to 2026-06-30 | $3.2m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2026-01-01 to 2026-06-30 | $4.6m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2026-04-01 to 2026-06-30 | −$547.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2026-01-01 to 2026-06-30 | −$1.2m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-04-01 to 2026-06-30 | −$20.7m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2026-01-01 to 2026-06-30 | −$38.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-04-01 to 2026-06-30 | −$0.18 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2026-01-01 to 2026-06-30 | −$0.41 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-04-01 to 2026-06-30 | −$0.18 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2026-01-01 to 2026-06-30 | −$0.41 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-04-01 to 2026-06-30 | 130,975,761 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2026-01-01 to 2026-06-30 | 107,668,028 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2026-01-01 to 2026-06-30 | −$11.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2026-01-01 to 2026-06-30 | $9.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2026-01-01 to 2026-06-30 | $2.1m | us-gaap:PaymentsOfDividends |
| Share repurchases | 6 months, 2026-01-01 to 2026-06-30 | $131.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2026-06-30 | $113.4m | us-gaap:Cash |
| Current assets | at 2026-06-30 | $134.6m | us-gaap:AssetsCurrent |
| Total assets | at 2026-06-30 | $293.5m | us-gaap:Assets |
| Current liabilities | at 2026-06-30 | $65.4m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-06-30 | $81.8m | us-gaap:Liabilities |
| Long-term debt | at 2026-06-30 | $3.0m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2026-06-30 | $30.1m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2026-06-30 | $155.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 118,662 characters.

*Unless the context requires otherwise in these condensed consolidated financial statements, the terms “SHI,” “Soluna,” the “Company,” “we,” “us,” and “our” refer to Soluna Holdings, Inc. together with its consolidated subsidiaries, “SDI” refers to Soluna Digital, Inc., “Soluna Cloud” or “Cloud” refer to Soluna Cloud, Inc., “SEI” refers to Soluna Energy, Inc., and "Soluna Wind" refers to Soluna Wind Holding, Inc. Other trademarks, trade names, and service marks used in this Quarterly Report on Form 10-Q are the property of their respective owners.*

*The following discussion of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited Consolidated Financial Statements and the related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2025 contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Annual Report”).*

*In addition to historical information, the following discussion contains forward-looking statements, which involve risk and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements. Important factors that could cause actual results to differ include those set forth in Part I Item 1A-Risk Factors in our Annual Report and elsewhere in this Quarterly Report on Form 10-Q. Readers should not place undue reliance on our forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q. Please see “Statement Concerning Forward-Looking Statements” below.*

### Overview and Recent Developments

Our mission is to make renewable energy a global superpower by using computing as a catalyst.

We develop, own, and operate digital infrastructure for energy-intensive computing applications by colocating data centers with renewable energy power plants. We refer to this model as Renewable Computing™.

Renewable Computing™ is designed to address two converging market conditions: increasing curtailment of renewable energy generation and growing demand for power-intensive computing applications, including artificial intelligence (“AI”), high-performance computing (“HPC”), and Bitcoin mining. By locating our data centers near renewable generation assets, we seek to convert underutilized energy into economically productive computing capacity.

We utilize two distinct data center designs to serve different computing markets. For our Bitcoin mining and hosting business, we deploy a data center design optimized for flexible, large-scale digital asset operations. For AI and HPC workloads, we are developing an AI-ready data center design intended to support higher-density compute environments and customer requirements associated with advanced computing infrastructure.

Our facilities are managed by MaestroOS™ (“MaestroOS”), our proprietary software platform, which analyzes factors such as local power pricing, weather conditions, grid demand, and market signals to optimize operating performance and power consumption across our operating assets.

Our business model is intended to enhance the monetization of renewable generation assets while supporting scalable digital infrastructure growth. We work with renewable energy developers and power partners to access low-cost or otherwise constrained energy resources. Our data centers operate on a behind-the-meter basis, enabling them to draw electricity directly from the co-located renewable power plant and from the grid through the plant’s existing interconnection and substation infrastructure. By accessing both sources of power, our facilities are able to meet their energy needs while maintaining operating flexibility. In certain markets, our facilities also participate in demand response programs that support grid reliability.

A key element of our strategy is the colocation of data centers directly with renewable generation assets. By building behind the meter at renewable generation sites, we are able to access both on-site generation and existing grid interconnection infrastructure, which we believe can improve power economics and accelerate development timelines.

With a repeatable development approach and an expanding pipeline of projects, we are seeking to scale a differentiated digital infrastructure platform that supports renewable power utilization, flexible computing capacity, and long-term value creation.

We operate across multiple business lines and currently generate, or plan to generate, revenue from five primary sources:

- **Bitcoin / Data Center Hosting Business –** We provide hosting and colocation services to third-party Bitcoin mining customers at our data centers.
- **Bitcoin Mining Business –** We mine Bitcoin through proprietary operations and joint ventures at our data centers.
- **HPC Business –** Through Soluna HPC, Inc., we are developing AI-ready data center leasing and hosting capabilities for AI and HPC workloads, beginning with Project Kati 2 (100-350MW CIT), and Project Dorothy 3 (150-300MW CIT).
- **Demand Response Business –** We leverage our data center infrastructure to provide demand response services to grid operators and utilities.
- **Wind Energy Generation Business** - As of April 1, 2026, with the acquisition of the wind farm in Briscoe and Floyd Counties, Texas (the "Briscoe Wind Farm"), we sell power generated from owned wind turbines and also sell renewable energy credits.

### Revenue Sources

#### Bitcoin / Data Center Hosting Business

We provide colocation and hosting services to third-party Bitcoin mining customers at our data centers. Customers typically contract for capacity based on their power requirements. Our customer base includes several large-scale Bitcoin mining operators. Contracts generally range from 12 to 24 months in duration.

We offer three primary commercial structures:

- **Fixed-Fee Model –** Customers pay a fixed fee based on energy consumed.
- **Profit-Share Mode**l – Customers pay a share of the profits from their mining activity, with power costs generally passed through.
- **Fixed-Fee Service Agreement Model –** Customers pay a fixed fee for managed Bitcoin mining capacity and hashrate over the term of the service agreement.

For the three months ended June 30, 2026 and 2025, our Bitcoin / Data Center Hosting Business accounted for approximately 84% and 51% of total revenue, respectively. Revenue in this business has been concentrated among a limited number of customers. For the three months ended June 30, 2026, four customers accounted for 80% of hosting revenue and 67% of total revenue.

For the six months ended June 30, 2026 and 2025, our Bitcoin / Data Center Hosting Business accounted for approximately 79% and 46% of total revenue, respectively. Revenue in this business has been concentrated among a limited number of customers. For the six months ended June 30, 2026, four customers accounted for 79% of hosting revenue and 63% of total revenue.

As of June 30, 2026, five of our projects provide Bitcoin hosting services for a total MW capacity of approximately 168 MW.

#### Bitcoin Mining Business

We engage in proprietary Bitcoin mining, a process that validates transactions and secures the Bitcoin blockchain. This process uses specialized computing equipment to solve complex cryptographic algorithms. Miners compete to solve these algorithms, and the first to do so is awarded a predetermined number of newly issued Bitcoins (the “Block Reward”), together with the transaction fees associated with that block.

We participate in one or more mining pools, which are collaborative networks of miners that combine computing power to improve the probability of earning rewards. Block Rewards earned by the pool are distributed among participants based on each participant’s proportional contribution. We believe this model reduces revenue volatility as compared to operating on a solo mining basis.

Mining operations are energy-intensive and require significant computational resources. We operate data centers using both proprietary and third-party hardware and software. MaestroOS is used to optimize performance, manage power consumption, and improve operating efficiency.

Revenue from Bitcoin mining consists of Block Rewards and transaction fees and is recognized upon receipt in accordance with applicable accounting guidance. Upon receipt, digital assets are promptly converted into U.S. dollars through the Coinbase cryptocurrency exchange.

Mining profitability is affected by several factors, including the market price of Bitcoin, global network hash rate, mining difficulty, electricity and infrastructure costs, and mining pool fees. In addition, Bitcoin undergoes a periodic halving event, approximately every four years, that reduces the Block Reward and may adversely affect future revenue. The next Bitcoin halving event is expected in April 2028. For the three months ended June 30, 2026 and 2025, our Bitcoin Mining Business represented approximately 11% and 46% of total revenue, respectively. For the six months ended June 30, 2026 and 2025, our Bitcoin Mining Business represented approximately 16% and 48% of total revenue, respectively.

As of June 30, 2026, two of our projects provide Bitcoin self-mining for a total MW capacity of approximately 24 MWs.

#### Wind Energy Generation Business

With the acquisition of Briscoe in April 2026, we have added a new revenue stream: Wind Energy Generation. Briscoe derives its revenue from the sale of power and renewable energy credits ("RECs"). Briscoe sells power to the wholesale market at its nodal settlement point and is recorded as the underlying energy is generated. Commencing in 2023, Briscoe sold an increasing portion of its power through a PPA with GSEC. At times, Briscoe may be subject to negative pricing at its nodal settlement point when selling electricity within the wholesale market due to severe congestion on the transmission lines within the ERCOT West Hub region. Within Wind Energy Generation revenue for the Company are three forms of revenue:

- Merchant revenue- sale of power/ wholesale energy to third party
- PPA revenue- sale of energy under the PPA. Sales to the Company's Dorothy entities are eliminated in consolidation.
- REC revenue- renewable energy credits for each megawatt of hour of energy delivered

For the three months ended June 30, 2026 and 2025, our Wind Energy Generation Business represented approximately 2% and 0% of total revenue, respectively. For the six months ended June 30, 2026 and 2025, our Wind Energy Generation Business represented approximately 1% and 0% of total revenue, respectively. We note that Briscoe Wind has gross revenue of approximately $2.5 million from its three forms of revenue noted above, for the three and six months ended June 30, 2026, however since approximately $2.2 million of PPA revenue is used at the Company's Dorothy sites, the PPA revenue are eliminated on the condensed consolidated financial statements, which also decreases the cost of revenue for proprietary mining and data center hosting.

#### High Performance Computing Business

We conduct our HPC business through Soluna HPC, Inc., which focuses on data center leasing and hosting solutions for AI and other HPC workloads. Our initial target customers are hyperscale cloud providers and emerging AI-focused cloud providers, referred to as Neocloud providers, with enterprise customers expected over time.

Unlike our Bitcoin mining and hosting operations, which use our MDC design, our HPC business is based on an AI-ready data center design intended to support higher-density compute environments and the power, cooling, redundancy, and network requirements of AI and HPC customers. We refocused our HPC strategy on the development of dedicated data center infrastructure for third-party leasing and hosting following the March 2025 termination of our agreement with Hewlett Packard Enterprise Company, which had supported our earlier GPU-as-a-Service offering.

\*Project Kati 2.\* Our first planned large-scale HPC development is Project Kati 2 in Willacy County, Texas, engineered for more than 350 MW of CIT capacity and developed through our joint venture with Metrobloks. See Note 16 — Variable Interest Entities. We expect Project Kati 2 to serve as the initial platform for Soluna HPC, Inc.'s leasing and hosting business. During the three months ended June 30, 2026, we selected and began onboarding a general contractor to lead the design-build process; advanced detailed design documentation to approximately 50% completion; executed a letter of intent with a prospective tenant and commenced commercial lease negotiations; and executed letters of intent with electrical equipment suppliers to secure long-lead procurement. We can give no assurance that we will enter into a definitive lease with this or any prospective tenant, or as to the terms of any such lease.

\*Project Dorothy 3.\* We are also advancing Project Dorothy 3, planned for more than 300 MW CIT of AI and HPC capacity at a new land site in North Texas. Environmental due diligence, survey work, and fiber studies are in progress, and schematic design and master planning have commenced. We are coordinating with the interconnecting utility regarding expanded load at the campus, including the option to potentially convert existing Bitcoin load to AI and HPC use. Additional projects in our development pipeline remain in various stages of evaluation, engineering, and development. These activities include site and feasibility studies, power and land procurement, engineering and design work, customer engagement, and evaluation of potential financing and partnership structures.

\*Power position.\* Our acquisition of the Briscoe Wind Farm and the consolidation of our ownership interests in the Project Dorothy 1 campus during 2026 are intended to increase our control over the power resources supporting these developments, which we believe shortens the time required to deliver energized capacity to AI and HPC customers.

\*Capital and organization.\* Developing AI-ready capacity at scale requires capital substantially in excess of the amounts required for our existing Bitcoin operations. We have engaged an investment bank to assist with capital formation for Project Kati 2 and continue to evaluate project-level equity, debt, and partnership structures. In July 2026, we appointed a Chief Development Officer to lead the growth of our AI and HPC business.

#### Demand Response Business

We provide demand response services to grid operators and utilities by using our data centers as dispatchable energy resources. In certain markets in which we operate, our data centers participate in ancillary services and other demand response programs that support grid reliability.

Under these programs, we commit to reduce a facility’s power consumption to a predetermined level when called upon by the grid operator. In return, we receive compensation for maintaining this dispatch capability, provided we satisfy applicable performance requirements. These requirements typically include minimum uptime and availability thresholds during a measurement period, which is often monthly.

For the three months ended June 30, 2026 and 2025, our Demand Response Business represented approximately 2% and 3% of total revenue, respectively. For the six months ended June 30, 2026 and 2025, our Demand Response Business represented approximately 4% and 6% of total revenue, respectively.

### Operations and Project Pipeline

As of June 30, 2026, we operate approximately 192 MW of capacity across three active sites located in Murray, Kentucky, Silverton, Texas, and Willacy County, Texas. An additional 14 MW is under construction at our Kati 1 project site and 100+ MW is in development at our Kati 2 project site, and as of June 30, 2026, we had over 1.6 GW of facilities in advanced development status. In total, our project pipeline includes approximately 6.3 gigawatts (GW) of renewable energy-powered data center developments.

A summary of our operations and project pipeline by location, are as follows (as of June 30, 2026):

| Project Name | Location | MW | Status | Line of Business | Power Source |
| --- | --- | ---: | --- | --- | --- |
| **Sophie** | Murray, KY | 25 | Operating | Bitcoin Hosting | Grid / Hydro |
| **Dorothy 1A** | Silverton, TX | 25 | Operating | Bitcoin Hosting | Wind |
| **Dorothy 1B** | Silverton, TX | 25 | Operating | Bitcoin Mining/ Bitcoin Hosting | Wind |
| **Dorothy 2** | Silverton, TX | 48 | Operating | Bitcoin Hosting | Wind |
| **Kati 1** | Willacy County, TX | 83 | Operating/ In Construction | Bitcoin Hosting | Wind |
| **Kati 2** | Willacy County, TX | 350 | Development | AI | Wind |
| **Dorothy 3** | Silverton, TX | 300 | Development | AI | Wind |
| **Rosa** | Snyder, TX | 242 | Development | Bitcoin Hosting / AI or HPC | Wind |
| **Hedy** | Cameron County, TX | 198 | Development | AI | Wind |
| **Ellen** | Cameron County, TX | 145 | Development | AI | Wind |
| **Annie** | Lamar, TX | 74 | Development | Bitcoin Hosting / AI or HPC | Solar |
| **Fei** | Childress County, TX | 240 | Development | AI | Solar |
| **Gladys** | Nueces County, TX | 150 | Development | Bitcoin Hosting / AI or HPC | Wind |

We manage our data center operations using **MaestroOS.** MaestroOS continuously monitors and analyzes a variety of real-time signals, including local electricity prices, weather conditions, Bitcoin market metrics, and grid demand signals, to optimize facility performance. In addition, MaestroOS is used to coordinate and execute our participation in demand response programs.

We finance the development and construction of our data centers through a combination of public equity offerings, debt instruments, and partnerships with project-level capital providers. As of June 30, 2026, we had five primary project-level financing partners:

- **Spring Lane Capital (“SLC”) –** A private venture capital firm with approximately $450 million in assets under management, focused on sustainability-oriented infrastructure. On May 3, 2022, SLC committed $35 million to finance Soluna’s Project Dorothy 1A (“D1A”). On July 22, 2024, SLC committed an additional $30 million to support the development of Soluna's Project Dorothy 2 ("D2"). On July 22, 2025, SLC committed an initial $20.0 million for the first phase of the construction on Project Kati 1, subject to customary conditions, which the contribution cap was $48.98 million. On April 15, 2026, the Company acquired SLC's membership interest in D1A and currently owns 100% of the issued and outstanding membership interests of D1A. SLC retains its membership interests in D2 and Project Kati 1.
- **Navitas West Texas Investments SPV, LLC (“Navitas”) –** an investment vehicle organized by Navitas Global, a private equity firm focused on sustainable Bitcoin mining. On May 9, 2023, we entered into a strategic

partnership with Navitas to support mining operations at Project Dorothy 1B (“D1B”). On May 19, 2026, we acquired Navitas's equity interest in D1B, giving us 100% equity ownership of D1B.

- **Galaxy Digital, LLC (“Galaxy”) –** a financial services and investment management innovator in the digital asset and blockchain technology sectors. On March 12, 2025, our subsidiaries entered into a five-year term loan facility in the principal amount of $5.0 million.
- **Generate Capital (“Generate”) –** a leading infrastructure investment firm. On September 12, 2025, we entered into a $100.0 million credit facility with Generate, in which we have a $35.5 million commitment and can additionally commit up to $64.5 million, if needed . As of June 30, 2026, we have drawn approximately $29.5 million to fund refinancing and construction of active data center projects and the Briscoe wind acquisition.
- **YA II PN, LTD ("Yorkville" or "YA"**) - an investment vehicle affiliated with Yorkville Advisors Global, LP. We have Standby Equity Purchase Agreements (SEPAs), where the company can sell shares to YA over time in exchange for cash, giving the Company flexible access to capital without a traditional underwritten offering. In addition, on April 15, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) YA, pursuant to which the Company issued to YA a Promissory Note payable to YA, providing for an unsecured loan in the aggregate principal amount of up to $12.0 million, which was fully paid by June 30, 2026.

### Project Dorothy

During 2023, we transitioned our flagship data center Project Dorothy from construction to operations. This data center is co-located with Briscoe Wind Farm, a 150 MW wind power generation facility in Briscoe and Floyd Counties, Texas, adjacent to the Dorothy campus in Silverton, Texas. The project comprises three phases: D1A (25 MW), and D1B (25 MW), and D2 (48 MW).

Project Dorothy is registered in one of the ERCOT’s Demand Response Services (“DRS”) programs. This designation positioned Project Dorothy as a contributor to grid flexibility and resilience in the Texas power market, while also enabling us to diversify our revenue streams.

Under the DRS program, we commit to maintaining a specified level of curtailment capacity—measured as load reduction availability—on a monthly basis. When called upon by ERCOT, we are required to reduce the facility’s power consumption by the committed amount. In exchange, we receive compensation for maintaining this curtailment readiness, regardless of whether an actual dispatch occurs.

Participation in the program allows us to generate incremental revenue and offset power costs at Project Dorothy, enhancing its cost-efficiency. As a result, the facility ranks among the lowest-cost operators in the sector.

#### Project Dorothy 1A

D1A is focused on Bitcoin Hosting for some of the industry’s hyperscale miners. As of June 30, 2026, D1A has completed all customer deployments and executed fleet upgrades across multiple hosting partners, driving measurable hashrate growth throughout the period.

D1A was constructed in partnership with SLC. On April 15, 2026, we acquired SLC's equity interest in D1A for $16.5 million and now own 100% of the issued and outstanding membership interests of D1A. The transaction gives us complete equity ownership of D1A, and will allow for the beginning of changing the business plan of our Dorothy projects to support AI workloads.

#### Project Dorothy 1B

D1B is primarily focused on proprietary Bitcoin Mining. D1B was co-owned with Navitas. In 2025, fleet consolidation and reinvestment at D1B resulted in the deployment of 1,000 upgraded S19 XP miners. In March 2026, we started 3.3 MWs of Bitcoin Hosting at D1B, in addition to the Bitcoin Mining at this project, and as of June 30, 2026 we have 7 MWs of Bitcoin Hosting and 18 MWs of proprietary Mining at D1B. On May 19, 2026, we acquired Navitas's equity interest in D1B for approximately $8.8 million. We now own 100% of the issued and outstanding membership interests in D1B.

#### Project Dorothy 2

D2 is a 48 MW expansion of the Company’s Dorothy campus, which construction and commissioning were completed in 2025. D2 is fully contracted with a mix of new and existing customers, including Blockware, Compass Mining, and a large-scale mining partner, and generates revenue through Bitcoin hosting and participation in demand response programs. D2 features a superior financial waterfall structure and enhanced management and development fees for Soluna compared to D1A, allowing us to benefit from improved income.

#### Project Dorothy 3

Project Dorothy 3 is our next planned renewable-powered AI computing campus, advancing on 300 new acres adjacent to D1 and D2 in North Texas. Built on a foundation of vertically integrated wind generation and behind-the-meter infrastructure, Project Dorothy 3 is designed to support high-performance computing and generative AI workloads at scale.

### Project Grace

Project Grace is a 2 MW AI pilot project located at Project Dorothy 2. The Company is collaborating at Project Grace with Siemens, a leading technology company in electrification, automation and digitalization, to develop solutions addressing power demand fluctuations associated with AI workloads. In March 2026, we began technical simulations with Siemens to confirm that the selected technology solution meets ERCOT grid stability and low-voltage ride-through requirements for AI load integration. Project Grace will now be integrated into the Dorothy 3 AI campus plan and the Siemens collaboration will also transition.

### Project Sophie

Project Sophie is a 25 MW data center, based in Murray, Kentucky connected to the grid (“Sophie”). The project has a Power Purchase Agreement (“PPA”) that requires the curtailment of the site during certain hours of the day to help balance the Kentucky grid. We own 100% of the facility, which was completed in 2021.

Sophie is focused on Bitcoin Hosting of multiple large customers. The data center generates revenue via a combination of fixed services fees and profit share, while energy cost is passed through. During 2025, Sophie completed three consecutive expansion agreements with long-standing hyperscale mining customers, reflecting sustained demand and high satisfaction with our hosting customers.

### Project Kati 1

Project Kati 1 is the first phase of the Company’s data center campus under development in Willacy County, Texas, co-located with a 272.6 MW wind farm. Project Kati 1 comprises 83 MW dedicated to Bitcoin hosting. On July 22, 2025, the Company finalized a contribution agreement with SLC for the initial 35 MW of capacity, and construction began on September 18, 2025. Initial energization began in the first quarter of 2026 and Project Kati 1 commenced operations in February 2026. As of April 1, 2026, 48 MW of construction was complete, all of which is contracted to Galaxy Digital Qualified Opportunity Zone Business, LLC. As of June 30, 2026, 69 MWs of the site had been constructed; the remaining 14 MWs is expected to be completed in August 2026. Project Kati 1 mainly performs Bitcoin Hosting, with approximately 6 MWs as of June 30, 2026 performing proprietary mining at the site.

### Project Kati 2

Project Kati 2 is the second phase of development at the Company's Kati site in Willacy County, Texas, and is focused on supporting AI and high-performance computing workloads. The project is being advanced through a joint venture with Metrobloks to develop an initial phase of 112 MW+ CIT (and upwards of 350 MW CIT) of AI and HPC capacity, with the potential to expand to a larger multi-hundred-megawatt deployment. The parties signed a definitive joint venture agreement, replacing a prior non-binding memorandum of understanding. The campus is designed to leverage behind-the-meter integration with renewable energy and support customers requiring large-scale, high-density compute infrastructure with accelerated time to power.

Discussions began in December 2025 with potential customers for the data center campus. In March and April of 2026, those discussions continued with several additional potential customers. The final stages of the design RFP were completed in April 2026 and design work has begun. Since then, the Company has selected its architectural and engineering firms and onboarded a general contractor, with detailed design now approximately 50% complete. In June 2026, the Company also signed a letter of intent, that includes exclusivity, with a potential tenant and is in formal commercial and lease negotiations. In parallel, long-lead equipment procurement activity has advanced, with LOIs signed with key electrical equipment providers.

### Project Rosa

We have signed a term sheet for power for Project Rosa, a new data center in Snyder, Texas, co-located with a 242 MW wind farm. Rosa is expected to be up to 242 MW of data center capacity for AI and high performance computing. We have signed term sheets for land purchase agreements in connection with this project.

### Project Hedy

We have signed a term sheet for power for Project Hedy, a new 198 MW data center co-located with a 198 MW wind farm in South Texas. The wind farm is owned by a new power partner–a multinational conglomerate that focuses on developing and managing sustainable infrastructure solutions, with a strong emphasis on renewable energy, water management, and services, aiming to contribute to a low-carbon economy and a better planet. We are negotiating Power Purchase Agreements with the power partner for this project.

### Project Ellen

We have signed a term sheet for power for Project Ellen, a new 145 MW data center co-located with a 145 MW wind farm in South Texas. The wind farm is owned by a new power partner—a leader in renewable energy and sustainable infrastructure both in the U.S. and internationally. Project Ellen will be developed in phases, leveraging wind energy to drive sustainable computing at scale. Power Purchase Agreements are being drafted with the power partner.

### Project Annie

We have signed a term sheet for power for Project Annie, a new 74 MW data center which will be co-located with a 114 MW solar farm in Northeast Texas. The solar farm is owned by a new power partner–a leader in renewable energy and sustainable infrastructure both in the U.S. and internationally. Power Purchase Agreements are being drafted with the power partner.

### Project Fei

We have signed a term sheet for power for Project Fei, a 240 MW data center in development which will be co-located with a 240 MW utility-scale solar farm, Soluna’s second solar-based project to date. Being developed in partnership with a global leader in energy infrastructure investment, Project Fei will convert underutilized solar energy into clean, high-performance computing power. The project is currently advancing through land acquisition, power contract negotiation, and ERCOT interconnection planning. Power Purchase Agreements are being drafted with the power partner.

### Project Gladys

We have signed a term sheet for power for Project Gladys, a 150 MW facility in development which will be co-located with a 226 MW wind farm and developed in partnership with a prominent U.S.-based independent power producer managing over $40 billion in assets and more than 80 energy facilities nationwide. The project is currently advancing through land acquisition, power contract negotiation, and ERCOT interconnection planning.

### Our Growth Strategy

In 2026, we are focused on advancing the following key initiatives:

- **Grow Pipeline:** Expand Soluna’s Renewable Computing(™) pipeline by advancing projects in our 6.3 GW+ power pipeline to shovel-ready status and securing behind-the-meter access to curtailed energy resources. Enable scalable capacity with accelerated speed to power.
- **Develop AI**: Advance Project Kati 2 with Metrobloks to shovel-ready and tenant-ready, in addition to advancing Project Dorothy 3 to shovel-ready and tenant-ready. Build a pipeline of AI-ready campuses designed for rapid deployment from the 6.3GW+ pipeline through joint ventures.
- **Optimize Projects:** Energize Project Kati 1. Enhance profitability across operating data centers through higher uptime, operational efficiency, and disciplined cost management, thereby strengthening long-term asset value and improving overall customer satisfaction.
- **Capital Formation:** Executing a disciplined capital strategy to fund pipeline growth, AI data center development, and construction. Leveraging project-level financing and strategic capital partnerships to scale data center development while maintaining balance sheet flexibility.

### Recent Developments

### Briscoe Wind Farm Acquisition

On April 1, 2026, Soluna DV Wind SponsorCo, LLC (the “Tranche C Borrower”), a wholly owned indirect subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Briscoe MIPA”) with Briscoe Wind Project Holdings I, LLC, JPM Capital Corporation, and Morgan Stanley Wind LLC (collectively, the “Briscoe Sellers”), pursuant to which the Tranche C Borrower acquired 100% of the issued and outstanding equity interests in Briscoe Wind Farm, LLC, a Delaware limited liability company (the “Briscoe Project Company”), from the Briscoe Sellers. The Briscoe Project Company owns an approximately 150 MW nameplate capacity wind generation project located in Briscoe and Floyd Counties, Texas, adjacent to the Company's Dorothy campus in Silverton (the “Briscoe Project”). The closing of the acquisition (the “Briscoe Project Acquisition”) occurred simultaneously with the execution of the Briscoe MIPA on April 1, 2026. The aggregate closing payment under the Briscoe MIPA was approximately $53.0 million.

With this acquisition, Soluna achieves full vertical integration for Project Dorothy, owning both the renewable energy source and the data center infrastructure it powers.

### Credit and Guaranty Agreement and Consent and Amendment No. 1

On September 12, 2025, the Company caused its subsidiaries Soluna DVSL ComputeCo, LLC , Soluna DVSL II ComputeCo, LLC , and Soluna KK I ComputeCo, LLC (collectively, the “Existing Borrowers”) to enter into a Credit and Guaranty Agreement (the “Credit Agreement”) with Generate Lending, LLC, as administrative agent and collateral agent (the “Agent”), and Generate Strategic Credit Master Fund I-A, L.P. (the “Lender”). The Credit Agreement provides for senior secured term loan commitments in an aggregate principal amount of up to $35.5 million, comprised of (i) Tranche A-1 ($5.5 million), (ii) Tranche A-3 ($11.5 million), and (iii) Tranche B ($18.5 million). In addition, the Credit Agreement permits the Existing Borrowers to request one or more Additional Tranche Loan Commitments (as defined in the Credit Agreement), in the aggregate amount of up to $64.5 million, subject to the approval of the Lender and the Agent, for project-level financing of eligible projects.

Also on April 1, 2026, in connection with the Briscoe Project Acquisition, the Company caused the Existing Borrowers and the Tranche C Borrower (collectively, the “Borrowers”) to enter into Consent and Amendment No. 1 to the Credit Agreement and Amendment No. 1 to the Pledge Agreement (the “Amendment”, and the Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”) with the Agent and the Lender. The Amendment became effective on April 1, 2026 (the “First Amendment Effective Date”).

Under the Amended Credit Agreement: (i) Tranche A-1 and Tranche A-3 loan commitments finance the Dorothy 1A Project and the Dorothy 2 Project, respectively; and (ii) Tranche B loan commitments finance the development and construction of the Kati Project.

Among other changes, the Amendment added the Tranche C Borrower and the Briscoe Project Company as borrower and guarantor, established $12.5 million of Tranche C commitments to finance the Briscoe Project Acquisition, and added the Briscoe Project as a project under the Amended Credit Agreement. See Note 10 for further details.

Pursuant to the Amended Credit Agreement, the Company issued to Generate Strategic Credit Master Fund I-B, L.P., an affiliate of the Lender and the Agent, in a private placement: (i) a pre-funded warrant to purchase up to 700,000 shares of common stock; (ii) a common warrant to purchase up to 1,350,000 shares of common stock; and (iii) a common warrant to purchase up to 650,000 shares of common stock.

### Project Dorothy 1A Acquisition

On April 15, 2026, we acquired SLC's equity interest in D1A for $16.5 million. The transaction gives us complete equity ownership of D1A, and marks the second major step in the Company’s vertical integration of the Dorothy campus, following the $53 million acquisition of the Briscoe Wind Farm earlier in April.

The $16.5 million acquisition was paid in cash in two installments: $6 million at closing, with the balance paid in June 2026. To finance a portion of the transaction, we signed an unsecured promissory note with a lender in the principal amount of $12 million, maturing on May 15, 2027. We paid off the unsecured promissory note of $12 million by June 2026.

### Project Dorothy 1B Acquisition

On May 19, 2026, we acquired Navitas's equity interest in D1B for approximately $8.8 million, giving us complete equity ownership of D1B. With the Briscoe Wind Farm providing 150 megawatts of owned renewable power and now 100% equity control of both D1A and D1B, we have assembled the full generation-to-compute ownership chain of 50 MWs at Project Dorothy 1. This ownership position is a prerequisite for converting the campus to AI and high-performance computing workloads, and for marketing Dorothy 3, the Company’s next-phase AI infrastructure development, to prospective customers.

### Kati 2 Joint Venture

In connection with the development of the Kati 2 project of the Company, on June 3, 2026 (the “Effective Date”), Soluna HPC KK II HoldCo, LLC (the “Soluna Member”), a wholly owned subsidiary of Soluna HPC, Inc., a wholly owned subsidiary of the Company, entered into a limited liability company agreement (the “Joint Venture Agreement”) with DC Kati Venture LLC (the “Metrobloks Member”) to govern the terms of operation of Soluna MB KK II JVCo, LLC (the “Joint Venture”). The Metrobloks Member is managed by Metrobloks LLC. The Joint Venture will invest in a newly formed entity to develop and operate a multi-phase data center development in Willacy County, Texas, frequently referred to as project “Kati 2” (such data center, “Project Kati 2”). The first phase of Project Kati 2 shall be a 100 MW critical IT data center development (“Phase I”) and the second phase of Project Kati 2 will develop an additional 250 MW critical IT data center development (“Phase II”).

The Soluna Member and the Metrobloks Member are the sole members of the Joint Venture, with the Soluna Member holding 100% of the Class A Interests and the Metrobloks Member holding 100% of the Class B Interests as of the Effective Date. The Joint Venture is a manager-managed limited liability company, with the Soluna Member serving as the manager.

Pursuant to the terms of the Joint Venture Agreement, as of the Effective Date, the Soluna Member contributed the Phase I Property (as defined with the Joint Venture Agreement), a purchase agreement to acquire the Phase II Property (as defined within the Joint Venture Agreement), and funded certain operating expenses of approximately $6.7 million. Subject to the closing of the purchase agreement, the Soluna Member has committed to fund a capital contribution of approximately $19.1 million to complete the acquisition of the Phase II Property as well as an additional capital commitment of up to $2.0 million to fund certain operating expenses as they become due. After the Soluna Member has received repayment of its capital contributions, recognized a 14% IRR on its capital contributions and received $100,000 per Gross PPA MW of Project Kati 2, the Soluna Member and the Metrobloks Member shall each receive 50% of additional distributions.

### Consolidated Results of Operations (unaudited)

***Consolidated Results of Operations (unaudited) for the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025.***

The following table summarizes changes in the various components of our net loss during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

*(Dollars in thousands)*

|  | Three months ended June 30, 2026 | Three months ended June 30, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Cryptocurrency mining revenue | $1,720 | $2,861 | $(1,141) | (40)% |
| Data hosting revenue | 12,653 | 3,136 | 9,517 | 303% |
| Wind energy generation revenue | 366 | — | 366 | —% |
| Demand response service revenue | 321 | 161 | 160 | 99% |
| Operating costs and expenses: |  |  |  |  |
| Cost of cryptocurrency mining revenue, exclusive of depreciation | 958 | 1,767 | (809) | (46)% |
| Cost of data hosting revenue, exclusive of depreciation | 7,672 | 1,617 | 6,055 | 374% |
| Cost of wind energy generation revenue, exclusive of depreciation | 2,253 | — | 2,253 | —% |
| Cost of cryptocurrency mining revenue- depreciation | 992 | 1,074 | (82) | (8)% |
| Cost of data hosting revenue- depreciation | 1,366 | 512 | 854 | 167% |
| Cost of wind energy generation revenue- depreciation | 1,053 | — | 1,053 | —% |
| General and administrative expenses, exclusive of depreciation and amortization | 15,239 | 5,397 | 9,842 | 182% |
| Depreciation and amortization associated with general and administrative expenses | 2,400 | 2,403 | (3) | —% |
| Impairment on intangibles | 70 | — | 70 | —% |
| Impairment on fixed assets | — | 12 | (12) | (100)% |
| Operating loss | (16,943) | (6,624) | (10,319) | 156% |
| Other income (expense), net | 1,480 | (291) | 1,771 | (609)% |
| Interest expense | (3,167) | (1,196) | (1,971) | 165% |
| Other financing expense | (5) | (255) | 250 | (98)% |
| Loss on sale of fixed assets and deposits on equipment | (585) | (22) | (563) | 2559% |
| Fair value adjustment gain | 246 | — | 246 | —% |
| Loss on debt extinguishment and revaluation, net | (4,197) | — | (4,197) | —% |
| Loss before income taxes | (23,171) | (8,388) | (14,783) | 176% |
| Income tax benefit, net | 547 | 608 | (61) | (10)% |
| Net loss | (22,624) | (7,780) | (14,844) | 191% |
| Net loss attributable to non-controlling interest, net | 1,915 | 398 | 1,517 | 381% |
| Net loss attributable to Soluna Holdings, Inc. | $(20,709) | $(7,382) | $(13,327) | 181% |

61

The following table summarizes revenues and costs of revenues by business category during the three months ended June 30, 2026 (Note- there was no HPC Services revenue or costs for the three months ended June 30, 2026, as such we excluded from table below):

*(Dollars in thousands)*

|  | Soluna Digital Proprietary Mining | Data Hosting | Other | Soluna Digital Total | Soluna DV Wind Wind Energy Generation | Briscoe PPA eliminations | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| **Total Revenue** | $1,720 | $12,653 | $321 | $14,694 | $2,519 | $(2,153) | $15,060 |
| Less: |  |  |  |  |  |  |  |
| Cost of revenue, exclusive of depreciation and accretion | 1,380 | 9,403 | — | 10,783 | 2,253 | (2,153) | 10,883 |
| Cost of revenue-depreciation and accretion | 992 | 1,366 | — | 2,358 | 1,053 | — | 3,411 |
| **Total cost of revenue** | 2,372 | 10,769 | — | 13,141 | 3,306 | (2,153) | 14,294 |
| **Gross profit** | $(652) | $1,884 | $321 | $1,553 | $(787) | $— | $766 |

The following table summarizes the revenues and costs of revenues by business category during the three months ended June 30, 2025 (Note- there was no HPC Services revenue or costs for the three months ended June 30, 2025, as such we excluded from table below):

*(Dollars in thousands)*

|  | Soluna Digital Proprietary Mining | Data Hosting | Other | Soluna Digital Total |
| --- | ---: | ---: | ---: | ---: |
| Total revenue | $2,861 | $3,136 | $161 | $6,158 |
| Less: |  |  |  |  |
| Cost of revenue, exclusive of depreciation | 1,767 | 1,617 | — | 3,384 |
| Cost of revenue- depreciation | 1,074 | 512 | — | 1,586 |
| **Total cost of revenue** | 2,841 | 2,129 | — | 4,970 |
| **Gross (loss) profit** | $20 | $1,007 | $161 | $1,188 |

62

***Cryptocurrency Mining Revenue.*** Proprietary cryptocurrency mining revenue decreased 40% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Approximately 87% of the decrease was attributable to lower realized pricing and approximately 13% to lower production volume. Average hashprice declined 34%, from $51.09 to $33.63, reflecting growth in average network difficulty and a decline in the average price of Bitcoin between the comparable periods. Average deployed self-mining hashrate declined 5%, from 630 PH/s to 598 PH/s. The number of Bitcoin mined decreased 19% between the comparable periods, a larger decline than the reduction in deployed hashrate, reflecting the increase in network difficulty.

***Data Center Hosting Revenue.*** Hosting revenue increased 162% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, exclusive of the electricity cost presentation treatment of $4.4 million discussed below. Volume growth contributed $7.7 million of favorable variance, partially offset by $2.6 million of unfavorable pricing.

The volume increase reflects capacity additions across the portfolio. Project Dorothy 2, which was in the early stages of energization and generated minimal hosting revenue in the prior-year period, contributed approximately $2.9 million of the increase. Project Dorothy 1A contributed approximately $1.2 million of the increase. Project Kati 1, which commenced hosting operations in 2026, contributed approximately $0.8 million, and Project Dorothy 1B, which began providing hosting services in 2026, contributed approximately $0.4 million. These increases were partially offset by a $0.1 million decline at Project Sophie. Average hosted hashrate under management increased 174%, from 1,807 PH/s to 4,944 PH/s, and megawatt-hours delivered to hosting customers increased 112%. Volume growth also reflects fixed supplemental payments under profit-share arrangements, which contributed approximately $2.6 million and had no counterpart in the prior-year period, and leasing revenue of $0.5 million under an arrangement that commenced after the prior-year period.

The unfavorable price variance was concentrated in profit-share arrangements, under which our share of customer mining proceeds varies with hashprice. Average hashprice declined 34% between the comparable periods, reducing profit-share revenue by $2.6 million notwithstanding a 174% increase in hosted hashrate.

Also, in the second quarter of 2026, we began recording electricity costs incurred as part of providing performance obligations to its customers within the data hosting revenue financial statements caption and associated electricity costs within the cost of data hosting revenue, exclusive of depreciation financial statement caption on the statement of operations. These electricity costs are subsequently passed on to the customer with no mark-up. The effect of this presentation change increased data hosting revenue and cost of data hosting revenue, exclusive of depreciation, by approximately $4.4 million for the three months ended June 30, 2026, respectively. See Note 2 for details.

***Wind Energy Generation Revenue:*** In relation to the acquisition of Briscoe in April 2026, we have added a new revenue stream: wind energy generation revenue. Briscoe Wind has gross revenue of approximately $2.5 million for the three and six months ended June 30, 2026, however since approximately $2.2 million of PPA revenue are used at the Company's Dorothy sites, the PPA revenue is eliminated on the condensed consolidated financial statements, which also decreases the cost of revenue for proprietary mining and data center hosting. At the time of the acquisition, 10 of 81 wind turbines were not operating and repairs to gearboxes and main bearings were initiated, partially funded with proceeds set aside at closing. The repairs continued into the third quarter of 2026. The primary drivers of Briscoe’s operating results during the period are revenue from the GSEC Power Purchase Agreement and from wholesale energy sales into the ERCOT market. As we acquired Briscoe in the second quarter of 2026, no comparable revenue was noted.

***Demand Response Service Revenue***: Demand response service revenue increased during the three months ended June 30, 2026, compared to the same period in 2025, which was due to D2 becoming operational in the second quarter of 2025 and Kati 1 becoming operational in the first quarter of 2026, and as such minimal revenue was generated from those sites during the second quarter of 2025.

***Cost of Cryptocurrency Mining Revenue, exclusive of depreciation:*** Cost of cryptocurrency mining revenue includes direct utility costs, site overhead expenses, and overhead costs attributable to the operations of our cryptocurrency mining facilities in Texas.

The decrease in the cost of cryptocurrency mining revenue for the three months ended June 30, 2026, compared to the same period in 2025, was primarily driven by lower electricity consumption and associated operating expenses, reflecting a reduction in total power utilization during the period. In addition, D1B began hosting services and was generating lower proprietary mining power. Following the Briscoe acquisition, energy that our Dorothy projects purchased from the Briscoe Wind Farm is an intercompany cost that is eliminated in consolidation.

***Cost of Data Hosting Revenue, exclusive of depreciation:*** Cost of data hosting revenue includes direct utility costs, site overhead expenses, and overhead costs attributable to the operations of data hosting facilities in Kentucky and Texas.

Cost of data hosting increased for the three months ended June 30, 2026, compared to the same period in 2025. This increase was primarily driven by the initial energization of the D2 facility during the second quarter of 2025 and the subsequent increase in MWs capacity and associated operating costs in 2026, in addition to the initial energization of Project Kati during the first quarter of 2026, for which no comparable costs were associated in the prior year. Project Dorothy 1B also began hosting services, therefore increasing costs in relation to data hosting for the three months ended June 30, 2026.

Also, in the second quarter of 2026, we began recording electricity costs incurred as part of providing performance obligations to its customers within the data hosting revenue financial statements caption and associated electricity costs within the cost of data hosting revenue, exclusive of depreciation financial statement caption on the statement of operations. These electricity costs are subsequently passed on to the customer with no mark-up. The effect of this presentation change increased data hosting revenue and cost of data hosting revenue, exclusive of depreciation, by approximately $4.4 million for the three months ended June 30, 2026, respectively. See Note 2 for details.

***Cost of Wind Energy Generation Revenue:*** Cost of wind energy generation revenue relate directly to costs associated with the operations and maintenance costs of the facility and turbines of the Briscoe Wind Farm, which was acquired on April 1, 2026. Included in the three and six months ended June 30, 2026, cost of wind energy generation revenue was approximately $1.5 million of the scheduled repairs and unscheduled maintenance of the wind turbines and related facilty infrastructure. In addition, Briscoe has significant depreciation expenses associated with the wind turbines over the life of the assets.

***Cost of Data Hosting Revenue- depreciation:*** Cost of data hosting revenue-depreciation increased mainly due to D2 becoming energized during fiscal year 2025, and Project Kati beginning initial energization in the first quarter of 2026.

***General and Administrative Expenses, exclusive of depreciation and amortization:*** General and administrative expenses, exclusive of depreciation and amortization include cash and non-cash compensation, benefits, and related costs in support of our general corporate operations, including general management, finance and accounting, human resources, marketing, information technology, corporate development, and legal services.

- **Stock-based compensation** expense was approximately $9.4 million for the three months ended June 30, 2026, compared to $1.9 million for the three months ended June 30, 2025, representing an increase of approximately $7.5 million. Approximately $5.7 million of the increase was attributable to equity awards granted to directors, board advisors, officers, and employees during 2026, and approximately $3.1 million was attributable to equity awards granted during 2025, which were outstanding for the full 2026 period compared to only a portion of the prior-year period. These increases were partially offset by a decrease of approximately $1.3 million resulting from the cessation of vesting on certain prior-year awards and the forfeiture of awards held by terminated employees.
- **Salaries and employee benefits** increased by approximately $1.1 million compared to the prior quarter period. The increase was primarily attributable to incentive-based compensation, higher employee benefits premiums and plan costs, and additional payroll taxes and benefits costs associated with cost-of-living adjustments to senior executive compensation and incremental headcount added during the period.
- **Professional and legal fees** increased approximately $720 thousand for the three months ended June 30, 2026, primarily attributable to higher legal fees supporting increased business development activity, including the acquisition of the Briscoe Wind Farm completed on April 1, 2026, the negotiation of data center hosting agreements, and project financing transactions. The increase was also driven by additional fees for contracted employee services and professional fees associated with technical accounting support related to these transactions.
- **All other fluctuations** within general and administrative expenses for the period were not material to the overall results of operations.

***Depreciation and Amortization associated with general and administrative expenses:*** Depreciation and amortization expense was comparable for the three months ended June 30, 2026, and 2025, totaling approximately $2.4 million in each period. The expense primarily relates to amortization of the strategic pipeline contract acquired in October 2021.

***Interest expense:*** Interest expense for the three months ended June 30, 2026 was approximately $3.2 million compared to the $1.2 million for the three months ended June 30, 2025. See table below noting the difference mainly relates to the new loans entered into in fiscal year 2025 and 2026 (Generate loan and Yorkville loan), which includes amortization of deferred financing costs, offset by the NYDIG ABL LLC ("NYDIG") equipment financing loan that was settled in September 2025. In addition, there was approximately $979 thousand of accelerated amortization recognized upon the write-off of the loan commitment asset attributable to the undrawn Tranche B commitment under the Credit Agreement. Further details on the components of interest expense are presented in the table below.

*(Dollars in thousands)*

|  | Three months ended June 30, 2026 | 2025 |
| --- | ---: | ---: |
| Generate loan | $1,233 | $— |
| Green Cloud Note | 240 | 354 |
| Galaxy loan | 197 | 236 |
| Yorkville loan | 390 | — |
| Loan commitment asset write-off | 979 | — |
| Equipment loan | 40 | 124 |
| Spring Lane financing cost | — | 121 |
| Finance lease | 51 | — |
| Other | 37 | — |
| NYDIG equipment financing | — | 361 |
| **Interest expense** | $3,167 | $1,196 |

***Loss on Debt Extinguishment and Revaluation, net***: For the three months ended June 30, 2026, we recognized a loss on extinguishment of debt of approximately $4.2 million. The loss on debt extinguishment related to the following items:

- With the Briscoe acquisition, Amendment No. 1 to the Generate Credit Agreement reduced the unfunded Tranche B loan commitment from $18.5 million to $6.0 million, and the unamortized deferred financing costs allocable to that reduction were written off. See Note 10 to the condensed consolidated financial statements.

The unamortized deferred financing costs of approximately $2.04 million associated with the $12.5 million reduction on the Tranche B Loan Commitment were written off upon execution of the amendment and are reflected as loss on extinguishment of debt in the condensed consolidated statements of operations for the three months ended June 30, 2026.

- Yorkville promissory note: We paid off the 1 year promissory note within 3 months, as such, we accelerated the deferred financing costs and discount associated with the note and recorded a loss on extinguishment of debt of approximately $2.0 million (pro-rata write-off of deferred financing costs of approximately $600 thousand, pro-rata write-off of the warrant discount of approximately $1.4 million, and the approximately $60 thousand redemption premium).
- Land Purchase Loan: On June 10, 2026, we repaid the Land Purchase loan in full of $1.075 million. Due to the extinguishment of debt, the Company recorded a loss on extinguishment of debt in relation to the acceleration of the discount being amortized of approximately $132 thousand.

We did not recognize a gain on debt extinguishment for the three months ended June 30, 2025.

***Fair value adjustment, net***: For the three months ended June 30, 2026, we recognized a gain of approximately $246 thousand in fair value adjustments in relation to timing of the 2024 SEPA draws that were executed in the three months ended June 30, 2026 to when the shares were issued. We did not recognize a fair value adjustment for the three months ended June 30, 2025.

***Other financing expense:*** Other financing expenses totaled approximately $5 thousand for the three months ended June 30, 2026, primarily related to SEC filing fees. For the three months ended June 30, 2025, other financing expense was approximately $255 thousand in relation to consent fees for the 2024 SEPA draws, in addition to FINRA and SEC filing charges.

***Loss on sale of fixed assets and deposit on equipment, net:*** For the three months ended June 30, 2026, we had a loss on sale of fixed assets and deposit on equipment of approximately $585 thousand related to a loss on deposit of equipment with a vendor for $500 thousand, in addition to cryptocurrency miners and software write-offs for the period.

***Other income (expense), net:*** For the three months ended June 30, 2026 we had other income, net of approximately $1.5 million mainly related to a gain on settlement of transformers in the amount of approximately $1.4 million. For the three months ended June 30, 2025, we had other expense, net of approximately $291 thousand mainly in relation to a loss compensation cost associated with the Las Majadas wind farm.

***Net loss attributable to non-controlling interest:*** We incurred a net loss attributable to non-controlling interest for the three months ended June 30, 2026 of approximately $1.9 million compared to net loss attributable to non-controlling interest for the three months ended June 30, 2025 of $398 thousand, an increase in net loss attributable to non-controlling interest of approximately $1.5 million. The increase in net loss attributable to non-controlling interest was mainly attributable to Project Kati 1 just starting energization in the first quarter of 2026 and continuing to increase energization by June 30, 2026, whereas no costs were associated for the second quarter of 2025. Also, for Project Kati 1, we wrote off the loan commitment asset with Generate, reported as interest expense for the three months ended June 30 2026, which affected the net loss attributable to non-controlling interest. In addition, the Company acquired 100% membership interests of D1A and D1B in the second quarter of 2026, as such, we saw declines compared to the non-controlling interest in the prior comparable quarter at those entities. These declines were offset by Project Dorothy 2, as it had a full quarter of site energization and generating revenue, whereas in the second quarter of 2025, the project was generating mainly costs with little revenue being earned as it was not yet fully energized.

***Consolidated Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.***

The following table summarizes changes in the various components of our net loss during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

*(Dollars in thousands)*

|  | Six months ended June 30, 2026 | Six months ended June 30, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Cryptocurrency mining revenue | $3,889 | $5,860 | $(1,971) | (34)% |
| Data hosting revenue | 19,341 | 5,538 | 13,803 | 249% |
| Wind energy generation revenue | 366 | - | 366 | —% |
| Demand response service revenue | 858 | 668 | 190 | 28% |
| High-performance computing service revenue | — | 28 | (28) | (100)% |
| Operating costs and expenses: |  |  |  |  |
| Cost of cryptocurrency mining revenue, exclusive of depreciation | 2,616 | 3,721 | (1,105) | (30)% |
| Cost of data hosting revenue, exclusive of depreciation | 11,291 | 2,945 | 8,346 | 283% |
| Cost of wind energy generation revenue, exclusive of depreciation | 2,253 | — | 2,253 | —% |
| Cost of high-performance computing service revenue | — | 7 | (7) | (100)% |
| Cost of cryptocurrency mining revenue- depreciation | 2,047 | 2,147 | (100) | (5)% |
| Cost of data hosting revenue- depreciation | 2,513 | 913 | 1,600 | 175% |
| Cost of wind energy generation revenue- depreciation and accretion expense | 1,053 | — | 1,053 | —% |
| General and administrative expenses, exclusive of depreciation and amortization | 31,379 | 11,344 | 20,035 | 177% |
| Depreciation and amortization associated with general and administrative expenses | 4,801 | 4,807 | (6) | —% |
| Impairment on intangibles | 70 | — | 70 | —% |
| Impairment on fixed assets | — | 12 | (12) | (100)% |
| Operating loss | (33,569) | (13,802) | (19,767) | 143% |
| Other income (expense), net | 1,593 | (286) | 1,879 | (657)% |
| Interest expense | (4,648) | (2,034) | (2,614) | 129% |
| Other financing expense | (569) | (456) | (113) | 25% |
| Loss on sale of fixed assets and deposit on equipment | (553) | (22) | (531) | 2,414% |
| Fair value adjustment gain (loss) | 246 | (118) | 364 | (308)% |
| (Loss) gain on debt extinguishment and revaluation, net | (4,197) | 551 | (4,748) | (862)% |
| Loss before income taxes | (41,697) | (16,167) | (25,530) | 158% |
| Income tax benefit, net | 1,171 | 1,033 | 138 | 13% |
| Net loss | (40,526) | (15,134) | (25,392) | 168% |
| Net loss attributable to non-controlling interest, net | 2,351 | 196 | 2,155 | 1099% |
| Net loss attributable to Soluna Holdings, Inc. | $(38,175) | $(14,938) | $(23,237) | 156% |

67

The following table summarizes revenues and costs of revenues by business category during the six months ended June 30, 2026 (Note- there was no HPC Services revenue or costs for the six months ended June 30, 2026, as such we excluded from table below):

*(Dollars in thousands)*

|  | Soluna Digital Proprietary Mining | Data Hosting | Other | Soluna Digital Total | Soluna DV Wind Wind Energy Generation | Briscoe PPA eliminations | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| **Total Revenue** | $3,889 | $19,341 | $858 | $24,088 | $2,519 | $(2,153) | $24,454 |
| Less: |  |  |  |  |  |  |  |
| Cost of revenue, exclusive of depreciation and accretion | 3,038 | 13,022 | — | 16,060 | 2,253 | (2,153) | 16,160 |
| Cost of revenue-depreciation and accretion | 2,047 | 2,513 | — | 4,560 | 1,053 | — | 5,613 |
| **Total cost of revenue** | 5,085 | 15,535 | — | 20,620 | 3,306 | (2,153) | 21,773 |
| **Gross profit** | $(1,196) | $3,806 | $858 | $3,468 | $(787) | $— | $2,681 |

The following table summarizes the revenues and costs of revenues by business category during the six months ended June 30, 2025:

*(Dollars in thousands)*

|  | Soluna Digital Proprietary Mining | Data Hosting | Other | Soluna Digital Total | Soluna Cloud HPC Services | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Total revenue | $5,860 | $5,538 | $668 | $12,066 | $28 | $12,094 |
| Less: |  |  |  |  |  |  |
| Cost of revenue, exclusive of depreciation | 3,721 | 2,945 | — | 6,666 | 7 | 6,673 |
| Cost of revenue- depreciation | 2,147 | 913 | — | 3,060 | — | 3,060 |
| **Total cost of revenue** | 5,868 | 3,858 | — | 9,726 | 7 | 9,733 |
| **Gross (loss) profit** | $(8) | $1,680 | $668 | $2,340 | $21 | $2,361 |

68

***Cryptocurrency Mining Revenue***: Proprietary cryptocurrency mining revenue decreased 33.6% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was attributable entirely to lower realized pricing, which reduced revenue by an amount equal to 35% of prior-period proprietary mining revenue, partially offset by a favorable volume effect equal to 1% of prior-period revenue. Average hashprice declined 35%, from $52.36 to $33.97, reflecting growth in average network difficulty and a decline in the average price of Bitcoin between the comparable periods. Average deployed self-mining hashrate increased 1%, from 657 PH/s to 664 PH/s.

***Data Hosting Revenue***: Data center hosting services consist of providing energized space and comprehensive operating support to third-party mining companies that locate their equipment at our facilities, including Projects Dorothy 1A, Dorothy 1B, Dorothy 2, Kati 1, and Sophie. Revenue from these services is derived from hosting fees under fixed-fee and profit-sharing arrangements, fixed supplemental payments based on contracted capacity, leasing arrangements, and additional service fees such as equipment installation.

Hosting revenue increased 169% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, exclusive of the electricity cost presentation of $4.4 million discussed below. Volume growth contributed $13.5 million of favorable variance, partially offset by $4.5 million of unfavorable pricing, with the remaining $0.4 million of the increase attributable to higher service fees net of contra revenue.

The volume increase reflects capacity additions across the portfolio. Project Dorothy 2, which was in the early stages of energization and generated minimal hosting revenue in the prior-year period, contributed $6.0 million of the increase. Project Dorothy 1A contributed $1.9 million. Project Kati 1, which commenced hosting operations in 2026, contributed $1.0 million, and Project Dorothy 1B, which began providing hosting services in 2026, contributed $0.4 million. Project Sophie contributed $0.1 million. Average hosted hashrate under management increased 181%, from 1,596 PH/s to 4,477 PH/s, and megawatt-hours delivered to hosting customers increased 104%. Volume growth also reflects fixed supplemental payments under profit-share arrangements, which contributed $4.0 million and had no counterpart in the prior-year period, and leasing revenue of $1.1 million under an arrangement that commenced after the prior-year period.

The unfavorable price variance was concentrated in profit-share arrangements, under which our share of customer mining proceeds varies with hashprice. Average hashprice declined 35% between the comparable periods, and the average realized profit-share rate declined 66% on a per-PH basis, reducing profit-share revenue by $4.5 million notwithstanding a 181% increase in hosted hashrate.

Also, in the second quarter of 2026, we began recording electricity costs incurred as part of providing performance obligations to its customers within the data hosting revenue financial statements caption and associated electricity costs within the cost of data hosting revenue, exclusive of depreciation financial statement caption on the statement of operations. These electricity costs are subsequently passed on to the customer with no mark-up. The effect of this presentation change increased data hosting revenue and cost of data hosting revenue, exclusive of depreciation, by approximately $4.4 million for the six months ended June 30, 2026, respectively. See Note 2 for details.

***Wind Energy Generation Revenue:*** In relation to the acquisition of Briscoe in April 2026, we have added a new revenue stream: wind energy generation revenue. We note that Briscoe Wind has gross revenue of approximately $2.5 million for the three and six months ended June 30, 2026, however since approximately $2.2 million of PPA revenue are used at the Company's Dorothy sites, the PPA revenue is eliminated on the condensed consolidated financial statements, which also decreases the cost of revenue.for proprietary mining and data center hosting.. At the time of the acquisition, 10 of 81 wind turbines were not operating and repairs to gearboxes and main bearings were initiated, partially funded with proceeds set aside at closing. The repairs continued into the third quarter of 2026. The primary drivers of Briscoe’s operating results during the period are revenue from the GSEC Power Purchase Agreement and from wholesale energy sales into the ERCOT market. As we acquired Briscoe in the second quarter of 2026, no comparable revenue was noted.

***Demand Response Service***: Demand response service revenue increased for the six months ended June 30, 2026, compared to the prior-year period. This increase was due to capacity bid increases for the Texas site in relation to D2 which had a full year to date of enrollment in the program and Kati was newly enrolled during 2026, therefore driving growth in the demand service revenue compared to prior year.

***Cost of Cryptocurrency Mining Revenue, exclusive of depreciation:*** Cost of cryptocurrency mining revenue includes direct utility costs, site overhead expenses, and overhead costs attributable to the operations of our cryptocurrency mining facilities in Texas.

The cost of cryptocurrency mining revenue decreased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 due to lower electricity consumption and associated operating expenses, reflecting a reduction in total power utilization during the period. In addition, D1B began hosting services and was generating lower proprietary mining power. Following the Briscoe acquisition, energy that our Dorothy projects purchase from the Briscoe Wind Farm is an intercompany cost that is eliminated in consolidation.

***Cost of Data Hosting Revenue, exclusive of depreciation:*** Cost of data hosting revenue includes direct utility costs, site overhead expenses, and overhead costs attributable to the operations of data hosting facilities in Kentucky and Texas.

Cost of data hosting increased for the six months ended June 30, 2026, compared to the same period in 2025. This increase was primarily driven by the initial energization of the D2 facility during the second quarter of 2025 and the subsequent increase in MWs capacity and associated operating costs during 2026, in addition to the initial energization of Project Kati during the first quarter of 2026, with no comparable costs incurred in the prior year. Project Dorothy 1B also began hosting services, therefore increasing costs in relation to data hosting for the six months ended June 30, 2026.

Also, in the second quarter of 2026, we began recording electricity costs incurred as part of providing performance obligations to its customers within the data hosting revenue financial statements caption and associated electricity costs within the cost of data hosting revenue, exclusive of depreciation financial statement caption on the statement of operations. These electricity costs are subsequently passed on to the customer with no mark-up. The effect of this presentation change increased data hosting revenue and cost of data hosting revenue, exclusive of depreciation, by approximately $4.4 million for the six months ended June 30, 2026, respectively. See Note 2 for details.

***Cost of Data Hosting Revenue- depreciation:*** Cost of data hosting revenue-depreciation increased mainly due to D2 becoming energized during fiscal year 2025, and Project Kati beginning initial energization in the first quarter of 2026.

***Cost of Wind Energy Generation Revenue:*** Cost of wind energy generation revenue relate directly to costs associated with the operations and maintenance costs of the facility and turbines of the Briscoe Wind Farm, which was acquired on April 1, 2026. Included in the three and six months ended June 30, 2026, cost of wind energy generation revenue was approximately $1.5 million of scheduled repairs and unscheduled maintenance of the wind turbines and related facilty infrastructure. In addition, Briscoe has significant depreciation expenses associated with the wind turbines over the life of the assets.

***General and Administrative Expenses, exclusive of depreciation and amortization:*** General and administrative expenses, exclusive of depreciation and amortization include cash and non-cash compensation, benefits, and related costs in support of our general corporate operations, including general management, finance and accounting, human resources, marketing, information technology, corporate development, and legal services.

- Stock-based compensation expense increased approximately $15.8 million to approximately $19.5 million for the six months ended June 30, 2026, compared to $3.7 million for the six months ended June 30, 2025. Approximately $5.8 million of the increase was attributable to equity awards granted to directors, board advisors, officers, and employees during 2026, and approximately $11.7 million was attributable to equity awards granted during 2025, which were outstanding for the full 2026 period compared to only a portion of the prior-year period. These increases were partially offset by a decrease of approximately $1.6 million resulting from the cessation of vesting on certain prior-year awards and the forfeiture of awards held by terminated employees.
- Salaries and employee benefits increased approximately $1.8 million, to $5.1 million for the six months ended June 30, 2026, compared to $3.2 million for the six months ended June 30, 2025. The increase was primarily attributable to accruals for incentive-based compensation, higher employee benefits premiums and plan costs, and additional payroll taxes and benefits costs associated with cost-of-living adjustments to senior executive compensation and incremental headcount added during the period.
- Professional and legal fees increased primarily due to increased business development activity, including the acquisition of the Briscoe Wind Farm, the negotiation of data center hosting agreements, and project financing transactions. Consulting expenses increased primarily due to transition support costs incurred in connection with the Briscoe Wind Farm acquisition, the engagement of administrative consultants to support the implementation and maintenance of the Company's accounting systems, interim Chief Financial Officer services engaged during the current year, and incremental consulting costs associated with business development activities.
- All other fluctuations within general and administrative expenses for the period were not material to the overall results of operations.

***Depreciation and Amortization associated with general and administrative expenses:*** Depreciation and amortization expense was approximately $4.8 million and $4.8 million for the six months ended June 30 2026, and 2025. The expense primarily relates to the amortization of the strategic pipeline contract acquired in October 2021.

***Interest expense:*** Interest expense for the six months ended June 30, 2026, was approximately $4.6 million, compared to approximately $2.0 million for the six months ended June 30, 2025. See table below noting the difference mainly relates to the new loans entered into in fiscal year 2025 and 2026 (Generate loan, Galaxy loan, and Yorkville loan), which includes amortization of deferred financing costs, offset by the NYDIG ABL LLC ("NYDIG") equipment financing loan that was settled in September 2025. In addition, there was approximately $979 thousand of accelerated amortization recognized upon the write-off of the loan commitment asset attributable to the undrawn Tranche B commitment under the Credit Agreement. Further details on the components of interest expense are presented in the table below.

*(Dollars in thousands)*

|  | Six months ended June 30, 2026 | 2025 |
| --- | ---: | ---: |
| Generate loan | $2,057 | $— |
| Green Cloud Note | 498 | 744 |
| Galaxy loan | 406 | 277 |
| Equipment loan | 123 | 138 |
| Yorkville loan | 390 | — |
| Loan commitment asset write-off | 979 | — |
| Spring Lane financing cost | 43 | 121 |
| Finance lease | 79 | — |
| Other | 73 | — |
| July SPA additional loan | — | 33 |
| NYDIG equipment financing | — | 719 |
| Navitas term loan | — | 2 |
| **Interest expense** | $4,648 | $2,034 |

***Loss (gain) on Debt Extinguishment and Revaluation, net***: For the six months ended June 30, 2026, we recognized a loss on extinguishment of debt of approximately $4.2 million. The loss on debt extinguishment related to the following items:

- With the Briscoe acquisition, Amendment No. 1 to the Generate Credit Agreement reduced the unfunded Tranche B loan commitment from $18.5 million to $6.0 million, and the unamortized deferred financing costs allocable to that reduction were written off. See Note 10 to the condensed consolidated financial statements.

The unamortized deferred financing costs of approximately $2.04 million associated with the $12.5 million reduction on the Tranche B Loan Commitment were written off upon execution of the amendment and are reflected as loss on extinguishment of debt in the condensed consolidated statements of operations for the three and six months ended June 30, 2026.

- Yorkville promissory note: We paid off the 1 year promissory note within 3 months, as such, we accelerated the deferred financing costs and discount associated with the note and recorded a loss on extinguishment of debt of approximately $2.0 million (pro-rata write-off of deferred financing costs of approximately $600 thousand, pro-rata write-off of the warrant discount of approximately $1.4 million, and the approximately $60 thousand redemption premium).
- Land Purchase Loan- On June 10, 2026, we repaid the Land Purchase loan in full of $1.075 million. Due to the extinguishment of debt, the Company recorded a loss on extinguishment of debt in relation to the acceleration of the discount being amortized of approximately $132 thousand.

For the six months ended June 30, 2025, we recognized a gain of approximately $551 thousand. The gain was in relation to the fulfillment of the Assignment and Assumption Agreement for the July Securities Purchase Agreement additional loan on March 14, 2025.

***Fair value adjustment, net***: For the six months ended June 30, 2026, we recognized a gain of approximately $246 thousand in fair value adjustments in relation to timing of the 2024 SEPA draws that were executed in the six months ended June 30, 2026 to when the shares were issued. We recognized a loss on fair value for the six months ended June 30, 2025 of approximately $118 thousand in relation to the timing of the draws and settlement of the 2024 SEPA.

***Other financing expense:*** For the six months ended June 30, 2026, we incurred expenses of approximately$569 thousand, of which approximately $275 thousand related to the SEPA commitment and structuring fee with Yorkville for the 2026 SEPA entered into in March. In addition, we paid approximately $288 thousand in relation to SEC filing fees for Shelf registration and FINRA fees in the first and second quarter of 2026. For the six months ended June 30, 2025, we incurred approximately $456 thousand in relation to consent fees for the SEPA and ATM Agreement draw***s.***

***Loss on sale of fixed assets and deposit on equipment, net:*** For the six months ended June 30, 2026, we had a loss on sale of fixed assets and deposit on equipment of approximately $553 thousand related to a loss on deposit of equipment with a vendor for $500 thousand, in addition to cryptocurrency miners and software write-offs for the period.

***Other income (expense), net:*** For the six months ended June 30, 2026, we had other income, net of approximately $1.6 million mainly related to a gain on settlement of transformers in the amount of approximately $1.4 million and amortization for the right-of-first refusal of approximately $135 thousand. For the six months ended June 30, 2025, we had other expense, net of approximately $286 thousand mainly in relation to a loss compensation cost associated with the Las Majadas wind farm of approximately $291 thousand, offset with immaterial other income.

***Net loss attributable to non-controlling interest:*** We incurred a net loss attributable to non-controlling interest for the six months ended June 30, 2026 of approximately $2.4 million compared to net loss attributable to non-controlling interest for the six months ended June 30, 2025 of $196 thousand a change of approximately $2.2 million increase in net loss attributable to non-controlling interest. The increase in net loss attributable to non-controlling interest was mainly attributable to Project Kati 1 just starting energization in the first quarter of 2026 and had been energized by June 30, 2026, whereas no costs were associated for 2025. Also, for Project Kati 1, we wrote off the loan commitment asset, creating interest expense for the three months ended June 30 2026, which affected the net loss attributable to non-controlling interest. In addition, the Company acquired 100% membership interests of D1A and D1B in the second quarter of 2026, as such, saw declines compared to the non-controlling interest in prior quarters at those entities. These declines were offset by Project Dorothy 2 whereas in fiscal year 2026, there was site energization and generating revenue, whereas in the six months ended 2025, the project was just generating costs and minimal revenue as it was not yet fully energized.

### Non-GAAP Measures

To supplement our consolidated condensed financial statements included in this quarterly report presented under U.S. generally accepted accounting principles (“GAAP”), we are presenting certain non-GAAP financial measures. We are providing these non-GAAP financial measures to disclose additional information to facilitate the comparison of past and present operations by providing perspective on results absent one-time or significant non-cash items. We utilize these measures in the business planning process to understand expected operating performance and to evaluate results against those expectations. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results, provide management and investors with an additional understanding of our business operating results regarding factors and trends affecting our business and provide a reasonable basis for comparing our ongoing results of operations.

These non-GAAP financial measures are provided as supplemental measures to our performance measures calculated in accordance with GAAP and therefore, are not intended to be considered in isolation or as a substitute for comparable GAAP measures. Further, these non-GAAP financial measures have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. Because of the non-standardized definitions of non-GAAP financial measures, we caution investors that the non-GAAP financial measures as used by us in this quarterly report have limits in their usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. Further, investors should be aware that when evaluating these non-GAAP financial measures, these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, from time to time in the future there may be items that we may exclude for purposes of our non-GAAP financial measures, and we may in the future cease to exclude items that we have historically excluded for purposes of our non-GAAP financial measures. Likewise, we may determine to modify the nature of the adjustments to arrive at our non-GAAP financial measures. Investors should review the non-GAAP reconciliations provided below and not rely on any single financial measure to evaluate our business.

#### EBITDA and Adjusted EBITDA

In addition to financial measures calculated in accordance with GAAP, we also use “EBITDA” and “Adjusted EBITDA.” “EBITDA” is defined as earnings before interest, taxes, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation costs, loss/gain on sale of fixed assets, loss/gain on debt extinguishment, fair value adjustments, and other non-cash activity. Management believes that EBITDA and Adjusted EBITDA results in a performance measurement that represents a key indicator of our business operations of cryptocurrency mining, hosting customers engaged in cryptocurrency mining, demand service revenue, and high-performance computing services.

We believe EBITDA and Adjusted EBITDA can be important financial measures because they allow management, investors, and the Board to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period-to-period by making such adjustments. Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. For example, we expect that stock-based compensation costs, which is excluded from the non-GAAP financial measures, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, and directors. Similarly, we expect that depreciation and amortization of fixed assets will continue to be a recurring expense over the term of the useful life of the assets.

EBITDA and Adjusted EBITDA are provided in addition to and should not be considered to be substitutes for, or superior to net income, the comparable measure calculated in accordance with GAAP. Further, EBITDA and Adjusted EBITDA should not be considered as alternatives to revenue growth, net income, or any other performance measure calculated in accordance with GAAP, or as alternatives to cash flow from operating activities as a measure of our liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.

Reconciliations of EBITDA and Adjusted EBITDA to net loss, the most comparable GAAP financial metric, for historical periods are presented in the table below:

*(Dollars in thousands)*

|  | Three Months Ended June 30, 2026 | 2025 | Six Months Ended June 30, 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Net loss | $(22,624) | $(7,780) | $(40,526) | $(15,134) |
| Interest expense | 3,167 | 1,196 | 4,648 | 2,034 |
| Income tax benefit | (547) | (608) | (1,171) | (1,033) |
| Depreciation and amortization | 5,732 | 3,989 | 10,335 | 7,867 |
| **EBITDA** | (14,272) | (3,203) | (26,714) | (6,266) |
| **Adjustments: Non-cash or Non-recurring items** |  |  |  |  |
| Stock-based compensation costs | 9,480 | 1,942 | 19,702 | 3,789 |
| Loss on sale of fixed assets and deposit on equipment | 585 | 22 | 553 | 22 |
| Right of first refusal amortization gain | (45) | — | (135) | — |
| Accretion of asset retirement obligation | 79 | — | 79 | — |
| Gain on transformer settlement | (1,409) | — | (1,409) | — |
| SEPA commitment fee | — | — | 250 | — |
| Fair value adjustment (loss) gain | (246) | — | (246) | 118 |
| Impairment on fixed assets and intangibles | 70 | 12 | 70 | 12 |
| Loss (gain) on debt extinguishment and revaluation, net | 4,197 | — | 4,197 | (551) |
| **Adjusted EBITDA** | $(1,561) | $(1,227) | $(3,653) | $(2,876) |

Adjusted EBITDA was at a loss of approximately $1.6 million and $1.2 million for the three months ended June 30, 2026 and June 30, 2025, respectively, and $3.7 million and $2.9 million for the six months ended June 30, 2026 and 2025, respectively. In each period, increased cash contribution from our operating sites was more than offset by growth in general and administrative expenses. Gross profit, exclusive of depreciation and stock-based compensation, increased approximately $1.3 million and $2.7 million for the three and six months ended June 30, 2026, respectively, reflecting new and expanded capacity across our Texas sites, principally the full-period operation of Project Dorothy 2, the commencement of hosting operations at Project Kati 1, and the acquisition of the Briscoe Wind Farm on April 1, 2026. These increases were partially offset by lower contribution at Project Dorothy 1B and Project Sophie, reflecting lower hashprice and the redeployment of capacity at Project Dorothy 1B from proprietary mining to hosting.

General and administrative expenses, exclusive of depreciation, amortization and stock-based compensation, increased approximately $2.4 million and $4.3 million for the three and six months ended June 30, 2026, respectively, driven by legal and consulting fees incurred in connection with the Briscoe Wind Farm acquisition, the negotiation of data center hosting agreements and project financing transactions, and by increases in salaries and benefits associated with incremental headcount and compensation adjustments.

The following table represents the Adjusted EBITDA activity between each three-month period from January 1, 2026 through June 30, 2026.

*(Dollars in thousands)*

|  | Three months ended March 31, 2026 | Three months ended June 30, 2026 |
| --- | ---: | ---: |
| Net loss | $(17,902) | $(22,624) |
| Interest expense | 1,481 | 3,167 |
| Income tax benefit | (624) | (547) |
| Depreciation and amortization | 4,603 | 5,732 |
| **EBITDA** | (12,442) | (14,272) |
| **Adjustments: Non-cash or Non-recurring items** |  |  |
| Stock-based compensation costs | 10,222 | 9,480 |
| (Gain) loss on sale of fixed assets and deposits on equipment | (32) | 585 |
| Right of first refusal amortization gain | (90) | (45) |
| Accretion of asset retirement obligation | — | 79 |
| SEPA commitment fee | 250 | — |
| Gain on transformer settlement | — | (1,409) |
| Fair value adjustment, net | — | (246) |
| Impairment on fixed assets and intangibles | — | 70 |
| Loss on debt extinguishment and revaluation, net | — | 4,197 |
| **Adjusted EBITDA** | $(2,092) | $(1,561) |

75

The following table represents the Adjusted EBITDA activity between each three-month period from January 1, 2025 through December 31, 2025.

*(Dollars in thousands)*

|  | Three months ended March 31, 2025 | Three months ended June 30, 2025 | Three months ended September 30, 2025 | Three months ended December 31, 2025 |
| --- | ---: | ---: | ---: | ---: |
| Net loss | $(7,354) | $(7,780) | $(25,787) | $(16,070) |
| Interest expense | 838 | 1,196 | 1,212 | 1,589 |
| Income tax benefit | (425) | (608) | (666) | (617) |
| Depreciation and amortization | 3,879 | 3,989 | 4,119 | 4,358 |
| **EBITDA** | (3,062) | (3,203) | (21,122) | (10,740) |
| **Adjustments: Non-cash items or Non-recurring items** |  |  |  |  |
| Stock-based compensation costs | 1,847 | 1,942 | 1,882 | 4,895 |
| Loss on sale of fixed assets and credit on equipment deposits | — | 22 | 780 | 349 |
| Fair value on placement agent warrant and financing fees | — | — | 146 | — |
| Fair value adjustment, net | 118 | — | 22,047 | 1,516 |
| Impairment on fixed assets | — | 12 | — | — |
| Gain on debt extinguishment and revaluation, net | (551) | — | (10,107) | — |
| **Adjusted EBITDA** | $(1,648) | $(1,227) | $(6,374) | $(3,980) |

### Liquidity and Capital Resources

Several key indicators of our liquidity are summarized in the following table:

*(Dollars in thousands)*

|  | Six Months Ended or as of June 30, 2026 | Six Months Ended or as of June 30, 2025 | Year Ended or as of December 31, 2025 |
| --- | ---: | ---: | ---: |
| Cash | $113,364 | $9,878 | $76,423 |
| Restricted cash | 17,925 | 5,275 | 12,420 |
| Working capital (deficit) | 69,177 | (30,874) | 42,938 |
| Net loss | (40,526) | (15,134) | (56,991) |
| Net cash used in operating activities | (11,555) | (1,273) | (9,149) |
| Purchase of property, plant and equipment and deposits on equipment | (13,613) | (8,266) | (31,719) |

As of June 30, 2026, we had a consolidated accumulated deficit of approximately $405.9 million and we had positive working capital of approximately $69.2 million. As of June 30, 2026, we had total debt outstanding of approximately $33.1 million as summarized further below in the Debt table, of which approximately $30.1 million is classified as current (see Note 10 for details on the balance sheet classification for Generate loan due to covenant probability). In addition, we had outstanding commitments related to Soluna Digital Inc. (“SDI”) of approximately $8.2 million in capital expenditures mainly related to Projects Kati 1 and Briscoe. In addition, due to CloudCo’s termination of the HPE Agreement on March 24, 2025, and HPE’s termination of the HPE Agreement on March 26, 2025, and the acceleration of the remaining unpaid amounts of the contract in accordance with Section 8(h)(ii) of the HPE Agreement, we have recognized a liability for the remainder of the HPE Agreement on the balance sheet of our subsidiary, CloudCo, of approximately $19.3 million. As of June 30, 2026, we had $113.4 million of cash available to fund our operations.

Our current liabilities as of June 30, 2026 include $23.1 million of borrowings, net of debt discount and issuance costs under the Amended Credit Agreement classified as current as a result of the covenant matters described in Note 10; Generate had not accelerated the obligations. Subsequent to June 30, 2026, on August 10, 2026, the Company prepaid in full the Tranche A-1 and Tranche A-3 Loans under the Amended Credit Agreement for an aggregate prepayment amount of approximately $19.1 million, inclusive of accrued and unpaid interest and the applicable prepayment premium, funded from cash on hand, including proceeds from sales under the ATM Agreement. As of a result of the prepayment of the A-1 and A-3 Tranche loans, approximately $13.5 million of borrowings, net of debt discount and issuance costs under the Amended Credit Agreement as of June 30, 2026 were paid off subsequent to quarter-end. This left approximately $9.6 million debt net of debt discount and issuance costs, remaining related to Tranche C.

Based on business developments, including changes in production levels, staffing requirements, and network infrastructure improvements, we will require additional capital equipment in the foreseeable future. We are focused on developing and monetizing green cryptocurrency mining facilities, as well as facilities capable of hosting customers engaged in cryptocurrency mining, and data centers to provide specialized AI Cloud and colocation services.

In 2025 and 2026, we had the following capital raise activities:

- At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, pursuant to which we may offer and sell, from time to time, through Wainwright, up to $87.65 million. As of December 31, 2025, we had drawn approximately $34.2 million in net proceeds pursuant to the ATM Agreement. On March 9, 2026, the Company filed a shelf registration statement on Form S-3 which was subsequently declared effective, under which the Company may offer and sell shares of the Company’s common stock having an aggregate offering price up to $500 million from time to time through Wainwright. During the three and six months ended June 30, 2026, the Company sold 74,174,213 shares of common stock pursuant to the ATM Agreement for net proceeds of $113.5 million after deducting sales agent commissions and legal fees. Subsequent to June 30, 2026 and through the date of the issuance of these condensed financial statements, the Company has issued 18,769,096 shares of common stock pursuant to the ATM Agreement for net proceeds of approximately $23.6 million.
- 2024 SEPA with YA II PN, LTD., a Cayman Islands exempt limited company (“YA”). In accordance with the terms of the 2024 SEPA, YA has agreed to purchase up to $25 million in aggregate gross purchase price of newly issued fully paid shares of our common stock from time to time subject to the limits and the conditions of the 2024 SEPA. As of December 31, 2025, approximately $6.2 million had been drawn on the 2024 SEPA. On March 24, 2026, the Company entered into the 2026 SEPA with YA. In accordance with the terms of the 2026 SEPA, YA has agreed to purchase up to an aggregate of $250.0 million of shares of common stock (the “2026 SEPA Shares”) from time to time subject to the limits and the conditions of the 2026 SEPA. For the three and six months ended June 30, 2026, 10,237,605 shares of common stock were issued to YA pursuant to the 2024 SEPA for aggregate net proceeds of approximately $18.9 million.
- In July 2025, we entered into a securities purchase agreement pursuant to which we received gross proceeds of $5.0 million from a public offering of common stock. In connection with this offering, we issued warrants, and as of December 31, 2025, we received approximately $10.0 million in gross proceeds from the exercise of such warrants.
- In December 2025, we entered into a securities purchase agreement pursuant to which we received gross proceeds of approximately $32.0 million from a public offering of common stock.

For the remainder of 2026, we plan to continue funding operations, including operating deficits, from operating cash flows and cash flow debt and equity financings, including the ATM Agreement, 2026 SEPA, additional borrowings, and others to be closed as needed consistent with management’s plans.

The Company is dependent on generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. In the near term, management is evaluating and implementing different strategies to obtain financing to fund the Company’s expenses and growth to achieve a level of revenue adequate to support the Company’s current cost structure. Financing strategies may include, but are not limited to, stock issuances, project level equity, debt borrowings, partnerships and/or collaborations. If the Company is unable to meet its financial obligations, it could be forced to restructure or refinance, seek additional equity capital or sell its assets. The Company might then be unable to obtain such financing or capital or sell its assets on satisfactory terms. There can be no assurance that additional financing will be available to the Company when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis, if and when it is needed, it will be forced to delay or scale down some or all of its development activities or perhaps even cease the operation of its business.

### Operating Activities

Net cash used in operations was approximately $11.6 million during the six months ended June 30, 2026. The Company had a net loss for the six months ended June 30, 2026 of approximately $40.5 million. Non-cash items mainly included approximately $5.5 million of depreciation expense, $4.8 million of amortization expenses, $19.7 million of stock compensation expenses, and $4.2 million of loss on extinguishment of debt. The other non-cash items were not material. The change in asset and liabilities of $7.0 million mainly relates to increases in prepaid expenses and other current assets of $1.8 million in relation to prepaid utility expense for Project Kati 1, and timing of energy deposits, in addition to a decrease in accounts payable of $2.5 million related to payment of invoices, and a decrease in accrued expenses of $3.7 million mainly related to payment of legal and professional fees, and salary bonuses. The other changes in assets and liabilities were not material.

Net cash used by operations was approximately $1.3 million during the six months ended June 30, 2025. The Company had a net loss for the six months ended June 30, 2025 of approximately $15.1 million. Non-cash items included approximately $3.1 million of depreciation expense, and $4.7 million of amortization expenses, and $3.8 million of stock compensation expenses. These non-cash items were offset with a deferred tax benefit of $1.1 million and gain on extinguishment of debt of approximately $551 thousand. The change in asset and liabilities of $3.3 million mainly relates to decrease in other long-term assets of $1.6 million in relation to receipt of Briscoe deposit in January 2025 and $1.0 million in relation to increase in interest payable in relation to NYDIG loan and Galaxy loan. The other changes in assets and liabilities of approximately $700 thousand mainly related to increase in customers deposits and accounts payable related to timing and billing amounts of invoices, offset with payment made to HPE in January.

### Investing Activities

Net cash used in investing activities during the six months ended June 30, 2026 was approximately $65.1 million consisting mainly of the Briscoe acquisition costs, net of cash acquired of approximately $51.4 million, capital expenditures of $9.5 million, which consist of additions to property, plant, and equipment mainly for Project Kati 1 offset with transfers from deposits on equipment, and $4.1 million deposit on equipment purchases.

Net cash used in investing activities during the six months ended June 30, 2025 was approximately $8.3 million consisting mainly of capital expenditures and deposits on equipment for D2.

### Financing Activities

*(Dollars in thousands)*

|  | Six Months Ended June 30, 2026 Gross Proceeds | Reductions | Net Proceeds | 2025 Gross Proceeds | Reductions | Net Proceeds |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| ATM and SEPA | $136,170 | $(3,777) | $132,393 | $4,189 | $(138) | $4,051 |
| Debt issuance and principal payments/ debt financing costs | 24,500 | (18,026) | 6,474 | 5,269 | (3,275) | 1,994 |
| Contributions from non-controlling interest | 10,918 | — | 10,918 | 11,852 | — | 11,852 |
| Distributions to non-controlling interest | — | (5,705) | (5,705) | — | (3,575) | (3,575) |
| Proceeds from warrant exercises | 2,553 | — | 2,553 | — | — | — |
| Payment on Series B dividend | — | (2,058) | (2,058) | — | — | — |
| Payment on finance lease liability | — | (113) | (113) | — | — | — |
| Payment on cost to acquire stock | — | (131) | (131) | — | — | — |
| Purchase of membership interest of Dorothy 1A and Dorothy 1B | — | (25,266) | (25,266) | — | — | — |
| **Net cash provided by financing activities** | $174,141 | $(55,076) | $119,065 | $21,310 | $(6,988) | $14,322 |

Net cash provided by financing activities was approximately $119.1 million for the six months ended June 30, 2026 consisting of net proceeds from the 2024 SEPA and ATM of approximately $132.4 million, proceeds from debt of approximately $24.5 million, related to the Yorkville promissory note of $12.0 million and Generate Tranche C loan of $12.5 million entered into the second quarter of 2026, in addition to contributions from SLC for non-controlling interest of Project Kati 1 of $10.9 million. The net cash provided by financing activities was offset mainly with payments on debt of approximately $18.0 million to the Green Cloud Note, Generate debt, Galaxy principal debt costs, and Yorkville promissory note, the purchase of membership interest of D1A and D1B of approximately $25.3 million, non-controlling membership distributions to SLC and Navitas of approximately $5.7 million, and payment of the Series B dividend of approximately $2.1 million.

Net cash provided by financing activities was approximately $14.3 million for the six months ended June 30, 2025 consisting mainly of $5.3 million of debt issuance proceeds, $4.1 million of net proceeds from 2024 SEPA draws and ATM Agreement settlements, and $11.9 million of contributions from non-controlling interest, offset with cash distributions to non-controlling interest members of approximately $3.6 million and payments on debt and deferred financing costs of approximately $3.3 million to the Green Cloud Note, CloudCo Additional Secured Loan, Navitas term loan, and for deferred financing costs.

### Debt

The following balances are presented net of unamortized debt issuance costs of approximately $4.8 million and $2.9 million as of June 30, 2026 and December 31, 2025, respectively.

*(Dollars in thousands)*

|  | June 30, 2026 | December 31, 2025 |
| --- | ---: | ---: |
| Generate loan | $23,145 | $13,926 |
| Green Cloud Note | 6,014 | 7,473 |
| Galaxy Loan | 3,960 | 4,283 |
| Equipment loan | — | 1,075 |
| **Total Debt** | $33,119 | $26,757 |

### Generate loan

On September 12, 2025, the Company caused its subsidiaries Soluna DVSL ComputeCo, LLC (“Dorothy 1A Borrower”), Soluna DVSL II ComputeCo, LLC (“Dorothy 2 Borrower”), and Soluna KK I ComputeCo, LLC (“Tranche B Borrower” and collectively with Dorothy 1A Borrower and Dorothy 2 Borrower, the “Borrowers”) to enter into a Credit and Guaranty Agreement (the “Credit Agreement”) with Generate Lending, LLC, as administrative agent and collateral agent (the “Agent”), and Generate Strategic Credit Master Fund I-A, L.P. (the “Lender”). The Credit Agreement provides for senior secured term loan commitments in an aggregate principal amount of up to $35.5 million, comprised of (i) Tranche A-1 ($5.5 million), (ii) Tranche A-3 ($11.5 million), and (iii) Tranche B ($18.5 million). In addition, the Credit Agreement permits the Borrowers to request one or more Additional Tranche Loan Commitments (as defined in the Credit Agreement), in the aggregate amount of up to $64.5 million, subject to the approval of the Lender and the Agent, for project-level financing of eligible projects. On April 1, 2026, in connection with the Briscoe Project Acquisition, the Company caused the Existing Borrowers and the Tranche C Borrower (collectively, the “Borrowers”) to enter into Consent and Amendment No. 1 to the Credit Agreement and Amendment No. 1 to the Pledge Agreement (the “Amendment”, and the Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”) with the Agent and the Lender. The Amendment became effective on April 1, 2026 (the “First Amendment Effective Date”). Among other changes, the Amendment: (i) adds the Tranche C Borrower as a new borrower and guarantor; (ii) establishes Tranche C loan commitments of $12.5 million to finance the Briscoe Project Acquisition and adjusts the Tranche B loan commitments to be changed from $18.5 million to $6.0 million ; (iii) adds the Briscoe Project Company as a guarantor following the acquisition; and (iv) includes the Briscoe Project as a new project under the Amended Credit Agreement. As of June 30, 2026, the Borrowers borrowed approximately $29.5 million under the Credit Agreement, comprised of Tranche A-1 loans, Tranche A-3 loans, and Tranche C loans. The Company can draw upon Tranche B from September 12, 2025 until October 31, 2026, subject to the conditions set forth in the Credit Agreement. The maturity date for the Tranche A, Tranche B, and Tranche C loans is the earlier of (i) payment of outstanding principal, interest, and fees and (ii) September 12, 2030. Additional Tranche Loan Commitments will have maturity dates as set forth in their respective amendments to the Credit Agreement. As of June 30, 2026, the outstanding principal balance is approximately $27.5 million. On August 7, 2026, the Borrowers entered into the Limited Waiver, Consent, and Amendment No. 3 to Credit Agreement with Generate Lending, LLC (the "August 2026 Amendment") under which the Debt Service Coverage Ratio and the Forward Contracted DSCR were not required to be calculated for the June 30, 2026 measurement date. As a result of the August 2026 Amendment, no default or event of default occurred or is continuing under the Amended Credit Agreement, and no cross-default or cross-acceleration provision under the Company's other financing arrangements was triggered. The August 2026 Amendment is limited to the June 30, 2026 measurement date; covenant testing resumes with the September 30, 2026 measurement date. The effectiveness of the August 2026 Amendment was conditioned upon the prepayment described below, which occurred on August 10, 2026. As of the date of these condensed consolidated financial statements, the Company is in compliance with all other covenants under the Amended Credit Agreement.

On August 10, 2026, subsequent to the balance sheet date, Soluna DVSL ComputeCo, LLC and Soluna DVSL II ComputeCo, LLC prepaid in full the Tranche A-1 Loans and Tranche A-3 Loans, respectively, in the aggregate total prepayment amount of approximately $19.1 million, inclusive of accrued and unpaid interest, the applicable prepayment premium of $3.9 million, $15.2 million of the outstanding principal balance and all other amounts then due under the Amended Credit Agreement. Following the prepayment, the Forward Contracted DSCR requirement no longer applies to these borrowers; the related pledges and security interests will not be released until the Debt Termination Date under the Amended Credit Agreement.

Because the Forward Contracted DSCR gives no credit to uncontracted revenues, the Company has concluded it is probable the Borrowers will not satisfy the covenant at measurement dates within the twelve months following June 30, 2026 absent additional contracted revenues or an amendment to the Amended Credit Agreement, and the August 2026 Amendment does not extend the Company's covenant relief for more than one year from the balance sheet date. Accordingly, the Company classified the entire $27.5 million of gross principal outstanding under the Amended Credit Agreement, net of related unamortized deferred financing costs and debt discount of $4.4 million, within the current portion of debt in the condensed consolidated balance sheet as of June 30, 2026. This includes the Tranche A-1 and Tranche A-3 Loans, which were prepaid in full in August 2026 as described above.

### Galaxy Loan

On March 12, 2025, the SW Borrower, a Delaware limited liability company and subsidiary of SW Holdings, itself a subsidiary of SDI, a Nevada corporation and wholly owned subsidiary of the Company, entered into the Galaxy Loan Agreement with SW Holdings and Galaxy. The Galaxy Loan Agreement provides for a term loan facility in the principal amount of $5.0 million (the “Term Loan Facility”). The Term Loan Facility bears interest at a rate of 15.0% per annum, subject to an increase of 5.0% (for a total of 20.0%) in the event an Event of Default has occurred and is continuing. The Term Loan Facility matures on March 12, 2030 and includes scheduled payments over a five-year term. As of June 30, 2026, the outstanding principal balance is approximately $4.2 million as we were compliant with all Galaxy Loan debt covenants.

### Green Cloud Note

On June 20, 2024, pursuant to the terms and subject to the conditions of a Note Purchase Agreement (the "June SPA") by and among (i) Soluna AL CloudCo, LLC, a Delaware limited liability company ("CloudCo") and indirect wholly owned subsidiary of the Company, (ii) Soluna Cloud, Inc., a Nevada corporation, indirect wholly owned subsidiary of the Company, and parent of CloudCo ("Soluna Cloud"), (iii) the Company and (iv) the accredited investor named therein (the "Investor"), CloudCo issued to the Investor a secured promissory note in a principal amount equal to $12.5 million (the “Green Cloud Note”). The Green Cloud Note accrues interest at a rate 9.0% per annum, subject to adjustment upon an event of default. The Green Cloud Note matures on June 20, 2027. In relation to the Green Cloud Note, as of June 30, 2026, the Company had an outstanding principal balance of approximately $6.2 million.

### Equipment Loan

On May 16, 2024, the SL Borrowing – 1, LLC, an affiliate of the Company (the “SDI Borrower"), entered into a loan (the "Equipment Loan Agreement" and the "Loan") with Soluna2 SLC Fund II Project Holdco LLC (the "Lender"). The Equipment Loan Agreement provides for the SDI Borrower to borrow, from time to time, up to $4.0 million, as further amended on February 28, 2025, to be used to purchase necessary equipment for the progression of D2 and Project Kati. Any loans made under the Equipment Loan Agreement have a maturity date of May 16, 2027 and bear interest at a rate of 15% per annum. The Equipment Loan Agreement includes customary covenants for loans of this nature, as well as a multiple on invested capital provision ("MOIC"), which requires us to pay, in addition to principal and interest, an amount equal to the difference of (i) the greater of (a) the principal amount of the Loan being repaid plus all interest previously paid or simultaneously being paid to Lender in respect of such principal of the Loan, and (b) the principal amount of the Loan being repaid multiplied by three, minus (ii) the sum of the principal amount of the Loan being repaid plus all interest previously paid or simultaneously being paid to Lender in respect of such principal of the Loan. On October 1, 2025, the Borrower, and Soluna2 Kati Project Holdco LLC ("Kati Lender"), entered into a borrowing request of $1.1 million to cover the purchase of land to support construction of Project Kati Phase 2 under the terms of the Equipment Loan Agreement. For the land purchase, the MOIC payment was revised to replace 3.00x with 1.00x. The $1.1 million was paid in June 2026, and there is no outstanding balance as of June 30, 2026.

### Critical Accounting Policies and Significant Judgments and Estimates

The above discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Note 2, Accounting Policies, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 includes a summary of our most significant accounting policies. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. The preparation of these condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, income taxes, fair value measurements, and stock-based compensation. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Periodically, our management reviews our critical accounting estimates with the Audit Committee of our Board of Directors.

### Statement Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Any statements contained in this Form 10-Q that are not statements of historical fact may be forward-looking statements. When we use the words “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” “should,” “could,” “may,” “will” and similar words or phrases, we are identifying forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding:

- the availability of financing opportunities, risks associated with economic conditions, dependence on management and conflicts of interest;
- the ability to service debt obligations and maintain flexibility in respect of debt covenants;
- economic dependence on regulated terms of service and electricity rates;
- the speculative and competitive nature of the technology sector;
- ability of the Company to attract and retain hosted customers for its hosting operations;
- dependency in continued growth in blockchain and cryptocurrency usage;
- lawsuits and other legal proceedings and challenges;
- conflict of interests with directors and management;
- government regulations;
- the anticipated benefits and integration of the Briscoe Wind Farm acquisition that occurred on April 1, 2026;
- the ability of the Company to construct and complete the anticipated expansion of its data centers; and
- other risks and uncertainties discussed under the heading “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

## Controls and procedures

As filed, 4,696 characters.

#### (a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level due to the following material weakness:

#### Material Weakness in Internal Control and Plan for Remediation

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, management identified a material weakness in our internal control over financial reporting that remained open as of June 30, 2026 related to control activities over balance sheet classification and presentation. Specifically, errors were identified related to (i) the classification of current and long-term debt, (ii) a lease classification and valuation, and (iii) an overstatement in deposits on equipment and current liabilities.

#### Remediation:

Our Board of Directors and management take internal control over financial reporting and the integrity of our financial statements seriously. Management continues to work to improve its controls related to our material weakness. The remediation actions include: (i) enhancing design and documentation related to complex transactions and control activities, and (ii) developing robust review procedures to ensure the proper recording and reporting of the complex transactions. To achieve the timely implementation of the above, management has commenced the following action and will continue to assess additional opportunities for remediation on an ongoing basis:

- Implement more robust internal policies and procedures relating to balance sheet presentations, with a specific focus on establishing reliable controls over lease accounting to ensure the accuracy of financial reporting.

The material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Therefore, to remediate our existing material weakness, we require additional time to complete the implementation and testing of our remediation plans and demonstrate the effectiveness of our remediation efforts.

We cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. In addition, we continue to evaluate and work to improve our internal control over financial reporting related to the identified material weakness, and management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above. We believe as of June 30, 2026, our condensed financial statements are fairly stated in all material respects in accordance with generally accepted accounting principles in the United States of America.

#### (b) Changes in Internal Control Over Financial Reporting

Other than the remediation efforts that are in process, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 7,515 characters.

Part II, Item 1A (Risk Factors) of our most recently filed Annual Report on Form 10-K with the SEC, filed on March 30, 2026, sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition and operating results. There have been no material changes to our risk factors disclosed in our most recently filed Annual Report on Form 10-K, except for the items discussed below. Those risk factors continue to be relevant to an understanding of our business, financial condition and operating results, however, and, accordingly, you should review and consider such risk factors in making any investment decision with respect to our securities.

***We have concluded that non-compliance with the forward-looking financial covenant under our project-level credit facility is probable at upcoming measurement dates, and the relief we have obtained is limited and temporary.***

Soluna DVSL ComputeCo, LLC, Soluna DVSL II ComputeCo, LLC, Soluna KK I ComputeCo, LLC, and, following the Briscoe Project Acquisition, the Tranche C Borrower (collectively, the “Borrowers”) are parties to a Credit and Guaranty Agreement with Generate Lending, LLC, as administrative and collateral agent, and Generate Strategic Credit Master Fund I-A, L.P., as lender (as amended, the “Amended Credit Agreement”), which requires the Borrowers to maintain (i) a minimum trailing Debt Service Coverage Ratio of 1.60:1.00 and (ii) a minimum Forward Contracted DSCR of 1.20:1.00. The Forward Contracted DSCR gives credit only to revenue under executed customer contracts; merchant revenue and other revenue we anticipate but have not yet contracted — including revenue we may reasonably expect from prospective or pipeline customers — is assigned no value in the calculation. Because of this design, we concluded that it is probable the Borrowers will fail to satisfy the Forward Contracted DSCR at one or more measurement dates during the twelve months following June 30, 2026, absent new customer contracts or a further amendment to the Amended Credit Agreement.

On August 7, 2026, the Borrowers entered into a limited waiver, consent and amendment (the “August 2026 Amendment”) under which the DSCR and Forward Contracted DSCR were not required to be calculated for the June 30, 2026 measurement date. This relief is narrow: it applies only to that single test date, does not extend for more than one year from the balance sheet date, and covenant testing resumes at the September 30, 2026 measurement date. The effectiveness of the August 2026 Amendment was conditioned on our prepaying in full the Tranche A-1 and Tranche A-3 Loans, which we did on August 10, 2026 for an aggregate amount of approximately $19.1 million, including a $3.9 million prepayment premium. Following that prepayment, the Forward Contracted DSCR no longer applies to the Dorothy 1A and Dorothy 2 borrowers. However, the Forward Contracted DSCR continues to apply to the Tranche C Loan, which financed our April 1, 2026 acquisition of the Briscoe Wind Farm and had approximately $9.6 million outstanding, net of debt discount and issuance costs, immediately following the prepayment.

A failure to satisfy the Forward Contracted DSCR that is not remedied within five days constitutes an event of default under the Amended Credit Agreement. Following an uncured event of default, the lender may declare all outstanding principal and accrued interest immediately due and payable and exercise other remedies, including foreclosing on the first-priority liens securing the facility. Such a default could also trigger cross-default provisions under our other financing arrangements. We can provide no assurance that we will obtain sufficient new contracted revenue before the September 30, 2026 measurement date, that our lender will grant a further waiver, or that we will be able to negotiate an amendment on acceptable terms or at all. Because we concluded that future compliance was not probable, we classified the entire $27.5 million of gross principal outstanding under the Amended Credit Agreement as a current liability on our condensed consolidated balance sheet as of June 30, 2026, which may affect how investors, analysts and counterparties assess our financial condition and liquidity.

***Our acquisition of the Briscoe Wind Farm has introduced a new merchant power generation business that exposes us to operating and market risks that are not present in, and are not addressed by the risk factors applicable to, our historical Bitcoin mining and data center hosting businesses.***

On April 1, 2026, we acquired 100% of the membership interests in Briscoe Wind Farm, LLC, an approximately 150 MW, 81-turbine wind generation facility located in Briscoe and Floyd Counties, Texas, which exposes us to the following risks:

- *Wholesale power price and curtailment risk.* Briscoe sells power into the wholesale market at its nodal settlement point and, for a portion of output, under a Power Purchase Agreement with Golden Spread Electric Cooperative, Inc. The balance of Briscoe’s output is exposed to merchant ERCOT prices, which are volatile and can be negative. Briscoe has experienced negative nodal pricing as a result of severe congestion on transmission lines within the ERCOT West Hub region, meaning that at times we may be required to pay to deliver power rather than being paid for it, or may curtail generation, either of which would reduce Wind Energy Generation revenue.
- *Wind resource variability*. Revenue from this business depends on wind conditions at a single site. Wind resource varies seasonally and from year to year in ways that are difficult to predict, and periods of below-average wind would reduce generation and revenue with no offsetting contractual protection.
- *Turbine operations and maintenance cost volatility*. At closing, 10 of the facility’s 81 turbines were not operating, and we initiated gearbox and main bearing repairs that continued into the third quarter of 2026. We recognized approximately $1.5 million of scheduled and unscheduled turbine and facility maintenance costs during the period, and operations and maintenance costs at Briscoe may vary significantly and unpredictably from period to period, including as a result of unplanned equipment failures.
- *Single-asset operational concentration*. Unlike our data center portfolio, which is diversified across multiple sites, our wind energy generation business is concentrated entirely in the Briscoe facility. Any operational disruption, casualty loss, transmission outage, adverse weather event, or unfavorable regulatory development affecting that single facility would affect the entirety of this revenue stream, with no diversification across other generating assets to offset it.
- *Decommissioning obligations*. We are contractually obligated to remove the wind energy facility and restore the leased sites upon expiration of the underlying land leases. We recorded an asset retirement obligation of approximately $3.6 million at acquisition (approximately $3.7 million as of June 30, 2026, after accretion), representing management’s current estimate of future removal and restoration costs based on an independent decommissioning study. Actual decommissioning costs may differ materially from this estimate as a result of changes in regulation, engineering or technology, permitting requirements, inflation, or other factors, and could be higher than currently estimated.

Filed Aug 13, 2026.
Source: SEC EDGAR, the filing index for accession 0001628280-26-056702. Last ingested by Listed: Oct 27, 2026, 17:30 ET. No prices; not investment advice.