8-K
Soluna Holdings, Inc (SLNH)
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
Dateof Report (Date of earliest event reported): April 2, 2026
SOLUNA
HOLDINGS, INC.
(Exactname of Registrant as Specified in Its Charter)
| Nevada | 001-40261 | 14-1462255 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 325 Washington Avenue Extension | ||
| --- | --- | |
| Albany, New York | 12205 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’sTelephone Number, Including Area Code: (516) 216-9257
N/A
(FormerName 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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<br> $0.001 per share | SLNH | The Nasdaq Stock Market<br> LLC |
| 9.0% Series A Cumulative<br> Perpetual Preferred Stock, par value $0.001 per share | SLNHP | The Nasdaq Stock Market<br> 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 ☐
If 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. ☐
Item7.01 Regulation FD Disclosure.
On April 2, 2026, Soluna Holdings, Inc. issued a press release announcing that it has closed the acquisition of the 150 MW Briscoe Wind Farm in West Texas for a total funded cost of $53.0 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Theinformation in Item 7.01 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the SecuritiesExchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information willnot be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the ExchangeAct, unless that filing expressly incorporates this information by reference.
Item9.01. Financial Statements and Exhibits.
EXHIBIT
INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated April 2, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the<br> 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: April 2, 2026 | By: | /s/ Michael Picchi |
| Michael Picchi | ||
| Chief Financial Officer | ||
| (principal financial officer) |
Exhibit99.1
SolunaCloses $53M Briscoe Wind Farm Acquisition; Achieves Vertical Integration
$6–$11M Year-One Projected EBITDA | 300 MW AI Campus Expansion at Project Dorothy
ALBANY,NY, April 2, 2026 — Soluna Holdings, Inc. (“Soluna” or the “Company”) (NASDAQ: SLNH), a developer of green data centers that converts renewable energy into computing power, today announced that it has closed the acquisition of the 150 MW Briscoe Wind Farm in West Texas for a total purchase price of $53.0 million. The transaction was financed through cash on the balance sheet and debt.
The acquisition is expected to be immediately accretive, with projected Year-One Adjusted EBITDA of $6 million to $11 million and annualized revenue of $20 million to $24.4 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. The closing positions the Company to unlock development of Project Dorothy 3, a planned renewable-powered AI campus expansion on 300 new acres adjacent to the existing site with potential capacity of up to 300 MW+.
| TRANSACTION HIGHLIGHTS | |
|---|---|
| Asset Acquired | 150<br> MW Briscoe Wind Farm, West Texas (GE Vernova Turbines, ERCOT Interconnection) |
| Purchase Price | $53.0<br> Million |
| Financing Structure | $12.5M<br> Debt (Generate Capital) + Cash (balance sheet) |
| Year-One Adj. EBITDA | $6<br> Million – $11 Million |
| Annualized Revenue | $20.0<br> Million – $24.4 Million |
| Strategic Outcome | Full<br> Vertical Integration — Soluna now owns the power, land, and compute at Project Dorothy |
| Growth Catalyst | Dorothy<br> 3: potential 300 MW+ Renewable-Powered AI Campus on 300 New Acres Adjacent to Dorothy 1 & 2 |
ImmediateFinancial Accretion
The acquisition is expected to provide immediate and significant cash flow. For the first twelve months of ownership, the wind farm is projected to have an earnings power of between $6 million and $11 million in Adjusted EBITDA, depending on prevailing power market conditions. Annualized revenue contribution is projected at $20.0 million to $24.4 million.
“This closing is a transformative step in Soluna’s evolution,” said John Belizaire, CEO of Soluna.
“Energy sovereignty is the key durable moat in the AI infrastructure race. By owning the Briscoe Wind Farm, we have secured the cornerstone infrastructure needed to build an AI campus with up to 300 MW of capacity. This acquisition delivers on our founding vision: building a utility-scale digital infrastructure company powered by its own renewable energy,” Belizaire continued.
VerticalIntegration: From Energy Consumer to Energy Producer
Energy availability remains the primary constraint in scaling AI and high-performance computing infrastructure. By acquiring the dedicated wind-generation asset behind Project Dorothy, Soluna secures long-term energy certainty, eliminates reliance on third-party power purchase agreements (PPAs), and creates a durable cost advantage.
Dorothy3: 300 MW Renewable-Powered AI Campus
With full ownership of the power source secured, Soluna expects to advance development of Dorothy 3 on a new 300-acre land parcel adjacent to Dorothy 1 and Dorothy 2. Dorothy 3 is planned as a renewable-powered AI compute campus with potential capacity of up to 300 MW, and is being designed to serve high-performance computing and generative AI workloads. The 300MW expansion is expected to result from continued development of grid interconnection expansion and onsite generation.
AssetOverview
| Attribute | Detail |
|---|---|
| Capacity | 150<br> MW |
| Turbine Technology | GE<br> Vernova 1.85-87 Turbines |
| Grid Connection | ERCOT<br> substation and grid interconnection |
| Transaction Structure | 100%<br> of the equity interests of the wind farm operating entity |
| Location | West<br> Texas, co-located with the Project Dorothy campus |
GenerateCapital (“Generate”) continues to support Soluna in connection with this acquisition. Their participation underscores institutional confidence in Soluna’s vertically integrated strategy and long-term growth trajectory.
Following this milestone, Soluna expects to continue pursuing opportunities to vertically integrate additional project sites where appropriate. The Company’s development pipeline exceeds 4.3 GW across multiple sites, including the recently energized 83 MW ProjectKati 1, the 300+ MW Project Kati 2 AI campus in its joint venture with Metrobloks, and additional greenfield opportunities.
Soluna was advised by Norton Rose Fulbright (legal), Lowenstein Sandler LLP (legal), O’Melveny & Myers LLP (energy regulatory), Leo Berwick (financial and tax due diligence), Leidos (power market analysis), IMA (insurance), Verdonck Partners (financial advisory), Jed Brawley (strategic consulting), CAMS eSPARC, LLC (environmental), and DNV GL (technical and engineering). Generate was advised by Vinson & Elkins LLP.
Soluna expects to file a Current Report on Form 8 K with the Securities and Exchange Commission that will contain a more complete description of the terms of the acquisition and the related agreements. The summary information in this press release is qualified in its entirety by the full text of such agreements, which will be filed as exhibits to the Form 8 K.
For more information on the acquisition, including an investor presentation and FAQ, visit Soluna’s Investor Center at www.solunacomputing.com/investors. More on Project Dorothy and Soluna’s data center projects is available at www.solunacomputing.com.
SafeHarbor Statement by Soluna
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 include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, our expectations with respect to the anticipated development of Project Dorothy 3, the expected financial contribution of the Briscoe Wind Farm acquisition, including projected Year-One Adjusted EBITDA and annualized revenue, the expected opportunities to vertically integrate additional project sites, and other statements that are predictive in nature. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” and similar statements. Soluna may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“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. 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 this press release, and Soluna undertakes no duty or obligation to update such information, except as required under applicable law.
Non-GAAPMeasures
In 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, provision for credit losses, loss on sale of fixed assets and credit on equipment deposit, provision for credit losses, impairment on fixed assets, fair value adjustment loss (gain), fair value on placement agent warrants financing fee, and loss (gain) on debt extinguishment and revaluation, net. Projected Year-One Adjusted EBITDA is a non-GAAP financial measure; however, Soluna cannot predict with certainty the magnitude or scope of certain items that would be included in the most directly comparable GAAP measure for the relevant future periods, and such items may be significant. Due to these uncertainties, Soluna cannot provide a quantitative reconciliation of projected Year-One Adjusted EBITDA to the most directly comparable GAAP financial measure without unreasonable effort. The impact of differences in projected Year-One Adjusted EBITDA and annualized revenue contributions from those estimates provided in this press release could have a material impact on the business’s overall operating results. 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 differently. See our annual report on Form 10-K for the year ended December 31, 2024, for an explanation of how management uses these measures in evaluating its operations. Investors should review the non-GAAP reconciliation included in the Company’s periodic filings with the SEC and should not rely on any single financial measure to evaluate the Company’s business.
AboutSoluna 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:<br> https://www.linkedin.com/company/solunaholdings/ |
|---|---|
| ● | X<br> (formerly Twitter): x.com/solunaholdings |
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| ● | YouTube:<br> youtube.com/c/solunacomputing |
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| ● | Newsletter:<br> bit.ly/solunasubscribe |
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| ● | Resource<br> Center: solunacomputing.com/resources |
| --- | --- |
Soluna regularly posts important information on its website and encourages investors and prospective investors to consult the Soluna investor relations and investor resources sections regularly.
Contact
Public Relations
West of Fairfax for Soluna
Soluna@westof.co