Form 8-K

8-K — Soluna Holdings, Inc

Accession: 0001493152-26-024060

Filed: 2026-05-18

Period: 2026-05-18

CIK: 0000064463

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 18, 2026

SOLUNA

HOLDINGS, INC.

(Exact

name of Registrant as Specified in Its Charter)

Nevada

001-40261

14-1462255

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

325

Washington Avenue Extension

Albany,

New York

12205

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (516) 216-9257

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.001 per share

SLNH

The

Nasdaq Stock Market LLC

9.0%

Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share

SLNHP

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

May 18, 2026, Soluna Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three

months ended March 31, 2026.

copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The

information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor

shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),

or the Exchange Act, regardless of any general incorporation language in such filing.

Item

7.01 Regulation FD Disclosure.

May 18, 2026, the Company posted an updated investor presentation to its investor relations website, which can be found at https://www.solunacomputing.com/investors/updates/.

The information on our web site is not incorporated by reference into this Form 8-K and should not be considered to be a part of this

Form 8-K. The Company’s web site address is included in this document as an inactive textual reference only.

The

information in this Item 7.01 of Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise

subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or

the Exchange Act, regardless of any general incorporation language in such filing.

Item

9.01. Financial Statements and Exhibits.

EXHIBIT

INDEX

Exhibit

No.

Description

99.1

Press Release, dated May 18, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

SOLUNA

HOLDINGS, INC.

Date:

May 18, 2026

By:

/s/

Michael Picchi

Michael

Picchi

Chief

Financial Officer

(principal

financial officer)

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Soluna

Reports Q1’26 Results; Revenue Grows 58% Year-Over-Year and 4th Consecutive Quarter Sequentially

Completes

Kati 1A Ahead of Schedule, Advances Kati 2 AI JV

ALBANY,

NY, May 18, 2026 - Soluna Holdings, Inc. (“Soluna” or the “Company”) (NASDAQ: SLNH), a developer of green

data centers for intensive computing applications, including Bitcoin mining and AI, announced its financial results for the first quarter

ended March 31, 2026.

“Our

fourth consecutive quarter of sequential revenue growth and 58% year-over-year increase reflects the operating leverage we’re building

across the portfolio. With Kati 1 now contributing, Dorothy 1A back at full capacity, and Dorothy 2 fully ramped, we’re entering

the next phase of Soluna’s growth from a position of operational strength,” said John Belizaire, CEO of Soluna Holdings.

“Our

AI expansion at Kati 2 is well underway, while Briscoe Wind now vertically integrates the power layer supporting Dorothy 3. Together

with the full acquisition of Dorothy 1A, these milestones position Soluna for sustained growth and accelerating momentum,” Belizaire

continued.

2026 Operational and Corporate Highlights:

● Project

Kati 1A Reaches Completion Ahead of Schedule – All three phases of Project Kati

1A, totaling 48 MW, reached completion ahead of schedule, supported by $10.9 million in project-level

financing from Spring Lane Capital.

● Project

Kati 2 Advances with AI Partnership – Soluna partnered with Metrobloks to unlock

100+ MW of AI and HPC capacity, secured 500+ acres of additional land, advanced Phase 1 to

30% schematic design, and began procurement of long-lead equipment for the up to 300 MW+

site.

● Project

Dorothy 1A Fleet Upgrade Completed – Soluna completed a 20 MW fleet upgrade at

Dorothy 1A, returning the site to full capacity and improving fleet-wide efficiency.

● Expanded

Blockware Partnership at Project Dorothy 1A – Soluna expanded its hosting relationship

with Blockware, adding 6 MW at Project Dorothy 1A, strengthening utilization at the site.

● Development

Pipeline Surpasses 4.3 GW – Soluna’s pipeline grew to 4.3 GW through new

and expanded IPP partnerships, anchored by an AI-focused pipeline including Kati 2 (300 MW+),

Dorothy 3 (300 MW+), and early-stage greenfield sites across the U.S.

● Michael

Picchi Appointed Chief Financial Officer – Soluna appointed Michael Picchi as CFO,

effective April 1, 2026.

First

Quarter Financial Highlights:

● Revenue

increased sequentially for the fourth consecutive quarter from $9.2 million to $9.4 million.

On a year-over-year basis, revenue increased 58%, driven by Dorothy 2 energization,

Dorothy 1A revenue growth, and Kati 1 going live, partially offset by hashprice compression

at Dorothy 1B.

● Net

loss increased ($10.5 million) YoY to ($17.9 million), driven by higher equity compensation,

interest, and financing expenses, partially offset by site-level operating improvement. EBITDA

loss declined ($9.4 million) YoY to ($12.4 million) on the same drivers. After adjusting

for stock-based compensation, SEPA commitment fees, and minor asset sale gains, Adjusted

EBITDA loss fell modestly ($444 thousand) YoY to ($2.1 million).

● Revenue

for the three months increased by 2% or $186 thousand from Q4 2025 to Q1 2026 –

driven by Project Kati 1 going live in February and new Dorothy 1A customer additions, partially

offset by an -18% hashprice decline ($42 to $34) on proprietary mining and profit share revenue.

● Q1

2026 Gross Profit increased sequentially from $1.8 million to $1.9 million, driven by

higher hosting revenue, partially offset by higher site-level depreciation as Kati 1 assets

were placed in service.

● Dorothy

1A, Dorothy 2, and Sophie delivered strong gross margins of 36%, 41%, and

37%, respectively.

● Dorothy

1B generated a (15%) gross margin loss, driven by hashprice compression.

● Kati

1 reported a $262 thousand loss in its first quarter of operations, reflecting ramp-up

costs ahead of meaningful revenue.

(Dollars in thousands)

Three Months Ended

March 31,

2026

2025

Net loss

$ (17,902 )

$ (7,354 )

Interest expense

1,481

838

Income tax benefit

(624 )

(425 )

Depreciation and amortization

4,603

3,879

EBITDA

(12,442 )

(3,062 )

Adjustments: Non-cash items

Stock-based compensation costs

10,222

1,847

Gain on sale of fixed assets

(32 )

—

Right of first refusal amortization gain

(90 )

—

SEPA commitment fee

250

—

Fair value adjustment loss

—

118

Gain on debt extinguishment and revaluation, net

—

(551 )

Adjusted EBITDA

$ (2,092 )

$ (1,648 )

● Net

loss for Q1 2026 increased $1 million sequentially to $17.9 million. However, adjusted EBITDA

loss improved from Q4 2025 to Q1 2026 to ($2.1 million) – increased by $1.9M (47%)

sequentially, driven by lower compensation and professional fee expenses alongside stable

gross profit from Dorothy 2 and Kati 1.

● Adjusted

EBITDA loss declined from Q1 2025 to Q1 2026 by ($444 thousand) – primarily due

to non-recurring costs associated with legal and transaction costs from the Briscoe acquisition.

2026 Revenue & Cost of Revenue by Project Site

Soluna Digital

(Dollars in thousands)

Project

Dorothy 1B

Project

Dorothy 1A

Project

Dorothy 2

Project

Sophie

Project Kati 1

Other

Total

Cryptocurrency mining revenue

$ 2,169

$ —

$ 2,169

Data hosting revenue

2,044

3,171

1,237

225

—

6,688

Demand response services

144

130

263

—

537

Total revenue

2,324

2,174

3,434

1,237

225

—

9,394

Cost of cryptocurrency mining, exclusive of depreciation

1,658

—

1,658

Cost of data hosting revenue, exclusive of depreciation

1,107

1,423

581

394

110

3,619

Cost of cryptocurrency mining revenue- depreciation

1,011

—

1,011

Cost of data hosting revenue- depreciation

—

288

606

204

—

1,191

Total cost of revenue

2,673

1,395

2,029

785

487

110

7,479

Gross profit

$ (349 )

$ 779

$ 1,405

$ 452

$ (262 )

$ (110 )

$ 1,915

2025 Revenue & Cost of Revenue by Project Site

Soluna Digital

Soluna Cloud

(Dollars in thousands)

Project Dorothy 1B

Project Dorothy 1A

Project Sophie

Other

Soluna

Digital Subtotal

Project

Ada

Total

Cryptocurrency mining revenue

$ 2,999

$ —

$ 2,999

$ —

$ 2,999

Data hosting revenue

—

1,371

1,031

—

2,402

—

2,402

Demand response services

269

238

—

507

—

507

High-performance computing services

—

Total revenue

3,268

1,609

1,031

—

5,908

5,936

Cost of cryptocurrency mining, exclusive of depreciation

1,954

—

1,954

—

1,954

Cost of data hosting revenue, exclusive of depreciation

—

885

372

1,327

—

1,327

Cost of high-performance computing service revenue

—

Cost of cryptocurrency mining revenue- depreciation

1,074

—

1,074

—

1,074

Cost of data hosting revenue- depreciation

—

295

106

—

401

—

401

Total cost of revenue

3,028

1,180

478

4,756

4,763

Gross (loss) profit

$ 240

$ 429

$ 553

$ (70 )

$ 1,152

$ 21

$ 1,173

Subsequent

Events:

● Acquired

150 MW Briscoe Wind Farm for $53 Million – Soluna acquired the Briscoe Wind Farm,

achieving full vertical integration at Project Dorothy and securing the energy foundation

for the planned 300 MW Dorothy 3 AI campus. Financed through $12.5 million from Generate

Capital and cash on hand, the acquisition is projected to generate $6 million to $11

million in Year-One Adjusted EBITDA and $20.0 million to $24.4 million in annualized revenue.

● Acquired

Full Equity of Project Dorothy 1A – On April 15, 2026, Soluna purchased 85.4% of

the issued and outstanding Class B Membership Interests in the Dorothy 1A bitcoin mining

project for $16.5 million, paid in two installments and partially funded by $12 million in

unsecured debt. With this acquisition, Soluna now wholly owns Project Dorothy 1A.

● Project

Kati 1B Underway – Cormint containers have arrived on-site with the first 12 MW

phase installation now underway, advancing the buildout at the Kati complex.

● Launched

Development for Dorothy 3 AI Campus – Soluna began marketing Project Dorothy 3,

a planned 300+ MW AI/HPC campus adjacent to its Dorothy 1, Dorothy 2, and Briscoe Wind Farm

assets near Silverton, Texas. The project represents the next phase of Soluna’s vertically

integrated renewable computing strategy.

● KPMG

Named as Independent Auditor – Soluna appointed KPMG as its new independent registered

public accounting firm.

The

unaudited financial statements and Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed with the U.S. Securities

and Exchange Commission (“SEC”) on May 15, 2026, are available online.

Our

current Investor Presentation is available here.

Soluna’s

glossary of terms is available here.

Safe

Harbor Statement

This

announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.

Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”

“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”

“estimates,” “confident,” and similar statements. Other examples of forward-looking statements may include, but

are not limited to, (i) statements of Company’s plans and objectives, including the deployment at Kati 2, (ii) statements of future

economic performance, (iii) statements regarding financial projections of the Company, and (iv) statements of assumptions underlying

other statements about the Company or its business. Soluna may also make written or oral forward-looking statements in its periodic reports

to the SEC, in its annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers,

directors, or employees to third parties. Statements that are not historical facts, including but not limited to statements about Soluna’s

beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, further

information regarding which is included in the Company’s filings with the SEC. All information provided in this press release is

as of the date of the press release, and Soluna undertakes no duty to update such information, except as required under applicable law.

Non-GAAP

Measures

addition to figures prepared in accordance with generally accepted accounting principles (“GAAP”), Soluna from time to time

may present alternative non-GAAP performance measures, e.g., EBITDA, adjusted EBITDA, adjusted net profit/loss, adjusted earnings per

share, free cash flow, both on a company basis and on a project-level basis, among others. EBITDA is defined as earnings before interest,

taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for stock-based compensation costs, gain on sale

of fixed assets and right of first refusal amortization, SEPA commitment fee, fair value adjustment loss, and gain on debt extinguishment

and revaluation, net. Project-level measures may not take into account a full allocation of corporate expenses. These measures should

be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. Alternative performance

measures are not subject to GAAP or any other generally accepted accounting principles. Other companies may define these terms in different

ways. See our annual report on Form 10-K for the year ended December 31, 2025, for an explanation of how management uses these measures

in evaluating its operations. Investors should review the non-GAAP reconciliations provided above and not rely on any single financial

measure to evaluate the Company’s business.

About

Soluna Holdings, Inc. (Nasdaq: SLNH)

Soluna

is on a mission to make renewable energy a global superpower using computing as a catalyst. The company designs, develops, and operates

digital infrastructure that transforms surplus renewable energy into global computing resources. Soluna’s pioneering data centers

are strategically co-located with wind, solar, or hydroelectric power plants to support high-performance computing applications, including

Bitcoin Mining, Generative AI, and other compute-intensive applications. Soluna’s proprietary software MaestroOS(™) helps

energize a greener grid while delivering cost-effective and sustainable computing solutions and superior returns. To learn more, visit

solunacomputing.com and follow us on:

LinkedIn:

https://www.linkedin.com/company/solunaholdings/

(formerly Twitter): x.com/solunaholdings

YouTube:

youtube.com/c/solunacomputing

Newsletter:

bit.ly/solunasubscribe

Resource

Center: solunacomputing.com/resources

Soluna

regularly posts important information on its website and encourages investors and potential investors to consult the Soluna investor

relations and investor resources sections of its website regularly.

Contact

Information

Investor

Relations

Soluna

Holdings, Inc.

ir@soluna.io

Soluna

Holdings, Inc. and Subsidiaries

Condensed

Consolidated Balance Sheets

of March 31, 2026 (Unaudited) and December 31, 2025

(Dollars in thousands, except per share)

March 31, 2026

December 31, 2025

Assets

Current Assets:

Cash

$ 68,572

$ 76,423

Restricted cash

9,493

4,500

Accounts receivable, net (allowance for expected credit losses of $0 at March 31, 2026 and $244 at December 31, 2025)

5,456

5,522

Prepaid expenses and other current assets

4,178

2,664

Loan commitment assets

3,018

Total Current Assets

90,717

92,127

Restricted cash, noncurrent

7,920

Other assets

963

978

Deposits and credits on equipment

3,333

1,377

Property, plant and equipment, net

79,516

74,783

Intangible assets, net

5,932

8,261

Operating lease right-of-use assets

244

252

Financing lease right-of-use assets

1,795

2,246

Total Assets

$ 190,420

$ 187,944

Liabilities and Equity

Current Liabilities:

Accounts payable

$ 4,218

$ 4,859

Accrued liabilities

15,568

13,182

Accrued interest payable

346

303

Contract termination liability

19,348

Current portion of debt

10,041

8,858

Income tax payable

129

123

Deferred revenue

537

518

Customer deposits- current

1,640

1,913

Operating lease liability

Financing lease liability

Total Current Liabilities

51,911

49,189

Other liabilities

946

743

Customer deposits- long-term

3,061

2,533

Long-term debt

15,910

17,899

Operating lease liability

182

187

Financing lease liability

1,775

2,236

Deferred tax liability, net

2,279

2,911

Total Liabilities

76,064

75,698

Commitments and Contingencies (Note 10)

Mezzanine Equity:

Placement agent warrants

1,313

Equity:

9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, $25.00 liquidation preference; authorized 6,040,000; 4,920,045 shares issued and outstanding as of March 31, 2026 and 4,928,545 shares issued and outstanding as of December 31, 2025

Series B Preferred Stock, par value $0.0001 per share, authorized 187,500; 57,190 shares issued and outstanding as of March 31, 2026 and 62,500 shares issued and outstanding as of December 31, 2025

—

Common stock, par value $0.001 per share, authorized 375,000,000; 111,803,635 shares issued and 111,717,040 shares outstanding as of March 31, 2026 and 102,617,684 shares issued and 102,531,089 shares outstanding as of December 31, 2025

112

103

Additional paid-in capital

446,183

435,030

Accumulated deficit

(385,181 )

(367,715 )

Common stock in treasury, at cost, 86,595 shares at March 31, 2026 and December 31, 2025

(13,873 )

Total Soluna Holdings, Inc. Stockholders’ Equity (Deficit)

47,246

53,550

Non-Controlling Interest

65,797

57,383

Total Equity

113,043

110,933

Total Liabilities, Mezzanine Equity, and Equity

$ 190,420

$ 187,944

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Soluna

Holdings, Inc. and Subsidiaries

Condensed

Consolidated Statements of Operations (Unaudited)

For

the Three Months Ended March 31, 2026 and 2025

(Dollars in thousands, except per share)

Three Months Ended

March 31,

2026

2025

Cryptocurrency mining revenue

$ 2,169

$ 2,999

Data hosting revenue

6,688

2,402

Demand response service revenue

537

507

High-performance computing service revenue

—

Total revenue

9,394

5,936

Operating costs:

Cost of cryptocurrency mining revenue, exclusive of depreciation

1,658

1,954

Cost of data hosting revenue, exclusive of depreciation

3,619

1,327

Cost of high-performance computing services

—

Cost of cryptocurrency mining revenue- depreciation

1,011

1,074

Cost of data hosting revenue- depreciation

1,191

401

Total costs of revenue

7,479

4,763

Operating expenses:

General and administrative expenses, exclusive of depreciation and amortization

16,140

5,946

Depreciation and amortization associated with general and administrative expenses

2,401

2,404

Total general and administrative expenses

18,541

8,350

Operating loss

(16,626 )

(7,177 )

Interest expense

(1,481 )

(838 )

Gain on debt extinguishment and revaluation, net

—

551

Gain on sale of fixed assets

—

Fair value adjustment loss

—

(118 )

Other financing expense

(564 )

(201 )

Other income, net

113

Loss before income taxes

(18,526 )

(7,779 )

Income tax benefit, net

624

425

Net loss

(17,902 )

(7,354 )

(Less) Net loss (income) attributable to non-controlling interest

436

(202 )

Net loss attributable to Soluna Holdings, Inc.

$ (17,466 )

$ (7,556 )

Basic and Diluted loss per common share:

Basic & Diluted loss per share

$ (0.24 )

$ (1.21 )

Weighted average shares outstanding (Basic and Diluted)

84,101,320

8,719,351

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Soluna

Holdings, Inc. and Subsidiaries

Condensed

Consolidated Statements of Cash Flows (Unaudited)

For

the Three Months Ended March 31, 2026 and 2025

Three Months Ended

March 31,

(Dollars in thousands)

2026

2025

Operating Activities

Net loss

$ (17,902 )

$ (7,354 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

2,229

1,506

Amortization expense

2,374

2,373

Stock-based compensation

10,222

1,847

Deferred income taxes

(632 )

(437 )

Right of first refusal amortization gain

(90 )

—

Amortization of operating and finance lease asset

Gain on debt extinguishment and revaluation, net

—

(551 )

Amortization of deferred financing costs and discount on notes

436

153

Fair value adjustments, including SEPA

—

118

SEPA commitment cost

250

—

Gain on sale of fixed assets

(32 )

—

Changes in operating assets and liabilities:

Accounts receivable

329

Prepaid expenses and other current assets

(1,514 )

(197 )

Other long-term assets

—

1,606

Accounts payable

(2,085 )

481

Contract termination liability

—

(667 )

Deferred revenue

161

—

Operating lease liabilities

(8 )

(15 )

Other liabilities and customer deposits

406

374

Accrued liabilities and interest payable

(309 )

242

Net cash used in operating activities

(6,372 )

(177 )

Investing Activities

Purchases of property, plant, and equipment

(2,565 )

(3,534 )

Purchases of intangible assets

(45 )

Proceeds from sale of property, plant, and equipment

—

Deposits on equipment

(3,646 )

(61 )

Net cash used in investing activities

(6,224 )

(3,640 )

Financing Activities

Proceeds from common stock warrant exercises

—

Proceeds from sale of common stock on SEPA

—

2,005

Proceeds from notes

—

5,000

Payments on notes and deferred financing costs

(1,001 )

(1,978 )

Payments on financing lease liabilities

(56 )

—

Contributions from non-controlling interest

10,918

4,310

Distributions to non-controlling interest

(131 )

(1,525 )

Net cash provided by financing activities

9,738

7,812

(Decrease) increase in cash & restricted cash

(2,858 )

3,995

Cash & restricted cash – beginning of period

88,843

10,453

Cash & restricted cash – end of period

$ 85,985

$ 14,448

Supplemental Disclosure of Cash Flow Information

Interest paid on debt

892

285

Construction in progress included in accounts payable and accrued liabilities

2,707

—

Noncash deferred financing cost accrual

—

Noncash membership distribution accrual

1,937

949

Warrant adjustment

682

—

Noncash activity right-of-use assets adjustment

430

—

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Segments:

The

following table details revenue, cost of revenues, and other operating costs for the Company’s reportable segments for three months

ended March 31, 2026 and 2025, and reconciles to net loss on the consolidated statements of operations:

For

the three months ended March 31, 2026

Cryptocurrency

Mining

Data Center Hosting

High- Performance Computing Services

Total

Segment Revenue: Revenue from external customers

$ 2,169

$ 6,688

$ —

$ 8,857

Reconciliation of revenue

Demand response service revenue (a)

537

Total consolidated revenue

9,394

Less: Segment cost of revenue

Utility costs

1,132

1,792

—

2,924

Wages, benefits, and employee related costs

243

962

—

1,205

Facilities and Equipment costs

228

674

—

902

Cost of revenue- depreciation

1,011

1,191

—

2,202

Other cost of revenue*

119

508

—

627

Total segment cost of revenue

2,733

5,127

—

7,860

General and administrative expenses

462

506

Segment operating (loss) income

$ (608 )

$ 1,099

$ —

$ 491

For

the three months ended March 31, 2025

Cryptocurrency

Mining

Data Center Hosting

High- Performance

Computing Services

Total

Segment Revenue: Revenue from external customers

$ 2,999

2,402

$ 28

$ 5,429

Reconciliation of revenue

Demand response service revenue (a)

507

5,936

Less: Segment cost of revenue

Utility costs

1,412

389

—

1,801

Wages, benefits, and employee related costs

219

470

696

Facilities and Equipment costs

207

365

—

572

Cost of revenue- depreciation

1,074

401

—

1,475

Other cost of revenue*

140

144

—

284

Total segment cost of revenue

3,052

1,769

4,828

General and administrative expenses

159

263

Segment operating (loss) income

$ (67 )

$ 543

$ (138 )

$ 338

(a) Demand

response service revenue is included as a reconciling item of total revenue and not included

as part of segment gross profit or loss.

* Other

cost of revenue includes insurance, outside service costs and margins, and general costs.

The

following table presents the reconciliation of segment operating income to net loss before taxes:

For the three months ended March 31,

2026

2025

Segment operating income (loss)

$ 491

$ 338

Reconciling Items:

Elimination of intercompany costs

381

Other revenue (a)

537

507

General and administrative, exclusive of depreciation and amortization (b)

(15,634 )

(5,683 )

General and administrative, depreciation and amortization

(2,401 )

(2,404 )

Interest expense

(1,481 )

(838 )

Gain on debt extinguishment and revaluation, net

—

551

Other financing expense

(564 )

(201 )

Gain on sale of fixed assets

—

Fair value adjustment loss

—

(118 )

Other income, net

113

Net loss before taxes

$ (18,526 )

$ (7,779 )

(a) Demand

response service revenue is included as a reconciling item of total revenue and not included

as part of segment gross profit or loss.

(b) The

reconciling general and administrative expense, exclusive of depreciation and amortization

represent corporate and unallocated general and administrative expenses for the three months

ended March 31, 2026 and 2025.

Gross

Profit breakout:

The

following table summarizes the balances for the project sites for cryptocurrency mining revenue, data hosting revenue, high-performance

computing service revenue, demand response revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hosting

revenue, exclusive of depreciation, cost of high-performance computing services, and cost of depreciation during the three months ended

March 31, 2026:

Soluna Digital

(Dollars in thousands)

Project

Dorothy 1B

Project

Dorothy 1A

Project

Dorothy 2

Project

Sophie

Project Kati 1

Other

Total

Cryptocurrency mining revenue

$ 2,169

$ —

$ 2,169

Data hosting revenue

2,044

3,171

1,237

225

—

6,688

Demand response services

144

130

263

—

537

Total revenue

2,324

2,174

3,434

1,237

225

—

9,394

Cost of cryptocurrency mining, exclusive of depreciation

1,658

—

1,658

Cost of data hosting revenue, exclusive of depreciation

1,107

1,423

581

394

110

3,619

Cost of cryptocurrency mining revenue- depreciation

1,011

—

1,011

Cost of data hosting revenue- depreciation

—

288

606

204

—

1,191

Total cost of revenue

2,673

1,395

2,029

785

487

110

7,479

Gross profit

$ (349 )

$ 779

$ 1,405

$ 452

$ (262 )

$ (110 )

$ 1,915

The

following table summarizes the balances for the project sites for cryptocurrency mining revenue, data hosting revenue, high-performance

computing service revenue, demand response revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hosting

revenue, exclusive of depreciation, cost of high-performance computing services, and cost of depreciation during the three months ended

March 31, 2025:

Soluna Digital

Soluna Cloud

(Dollars in thousands)

Project Dorothy 1B

Project Dorothy 1A

Project Sophie

Other

Soluna

Digital Subtotal

Project

Ada

Total

Cryptocurrency mining revenue

$ 2,999

$ —

$ 2,999

$ —

$ 2,999

Data hosting revenue

—

1,371

1,031

—

2,402

—

2,402

Demand response services

269

238

—

507

—

507

High-performance computing services

—

Total revenue

3,268

1,609

1,031

—

5,908

5,936

Cost of cryptocurrency mining, exclusive of depreciation

1,954

—

1,954

—

1,954

Cost of data hosting revenue, exclusive of depreciation

—

885

372

1,327

—

1,327

Cost of high-performance computing service revenue

—

Cost of cryptocurrency mining revenue- depreciation

1,074

—

1,074

—

1,074

Cost of data hosting revenue- depreciation

—

295

106

—

401

—

401

Total cost of revenue

3,028

1,180

478

4,756

4,763

Gross (loss) profit

$ 240

$ 429

$ 553

$ (70 )

$ 1,152

$ 21

$ 1,173

EBITDA

and Adjusted EBITDA Tables:

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

March 31,

2026

2025

Net loss

$ (17,902 )

$ (7,354 )

Interest expense

1,481

838

Income tax benefit

(624 )

(425 )

Depreciation and amortization

4,603

3,879

EBITDA

(12,442 )

(3,062 )

Adjustments: Non-cash items

Stock-based compensation costs

10,222

1,847

Gain on sale of fixed assets

(32 )

—

Right of first refusal amortization gain

(90 )

—

SEPA commitment fee

250

—

Fair value adjustment loss

—

118

Gain on debt extinguishment and revaluation, net

—

(551 )

Adjusted EBITDA

$ (2,092 )

$ (1,648 )

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, net

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

Stock-based compensation costs

1,847

1,942

1,882

4,895

Loss on sale of fixed assets and credit on equipment deposits

—

780

349

Fair value on placement agent warrant and financing fees

—

146

—

Fair value adjustment loss

118

—

22,047

1,516

Impairment on fixed assets

—

Gain on debt extinguishment and revaluation, net

(551 )

—

(10,107 )

—

Adjusted EBITDA

$ (1,648 )

$ (1,227 )

$ (6,374 )

$ (3,980 )

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