8-K

Soluna Holdings, Inc (SLNH)

8-K 2025-11-17 For: 2025-11-17
View Original
Added on April 11, 2026

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): November 17, 2025

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> 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<br> stock, par value $0.001 per share SLNH The<br> Nasdaq Stock Market LLC
9.0%<br> Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share SLNHP The<br> 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 ☐

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. ☐

Item2.02 Results of Operations and Financial Condition

On November 17, 2025, Soluna Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item7.01 Regulation FD Disclosure.

See “Item 2.02 Results of Operations and Financial Condition” above.

In connection with the release of the Company’s financial results for the quarter ended September 30, 2025, on November 17, 2025, the Company made available an updated investor presentation on the investor relations portion of its website. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Theinformation in this Current Report on Form 8-K under Items 2.02 and 7.01, including the information contained in Exhibits 99.1 and 99.2,is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, andshall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act,except as shall be expressly set forth by a specific reference in such filing.

Item9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Press<br> Release, dated November 17, 2025
99.2 Investor Presentation, dated November 17, 2025
104 Cover<br> Page Interactive Data File (embedded with 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:<br> November 17, 2025 By: /s/ David C. Michaels
**** **** David<br> C. Michaels
Chief<br> Financial Officer
(principal<br> financial officer)

Exhibit99.1


SolunaReports Q3’25 Results


37% Increase in Revenue Sequentially, Gross Profit Increased to 28%, Cash Swells to a Record $60 Million

ALBANY, NY, November 17, 2025 - 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 third quarter ended September 30, 2025.

“Thisis a new Soluna,” said John Belizaire, CEO of Soluna Holdings. “What we achieved in the third quarter reflects the exceptional execution of our small but mighty team. We’ve proven that our business model works and scales, strengthened our position as a leading Bitcoin hosting provider, and attracted new, world-class capital partners.”

Belizairecontinued: “We’ve also strengthened our capital structure to be more flexible and growth-oriented. With this foundation, we now have more firepower to accelerate the growth of our existing business and expand into the fast-growing AI market.”

Q32025 Operational and Corporate Highlights:


$100 Million Credit Facility from Generate Capital – Soluna announced the close of a<br> scalable credit facility up to $100 million from Generate Capital. The initial $12.6 million<br> draw in September funded refinancing and construction of active data center projects, with<br> additional capital support for Soluna’s 1 gigawatt and expanding pipeline.
$20M Secured to Launch Project Kati 1 and Broke Ground – Spring Lane Capital expands<br> its investment in Soluna to fund the first 35 MW of Project Kati, a wind-powered data center<br> site in Texas. Construction began on September 18, 2025.
Settlement with NYDIG – As disclosed in our Form 8-K filed September 30, 2025, Soluna reached<br> a settlement with NYDIG, resolving all outstanding matters and clearing the path for future<br> growth and partnership.
--- ---
Regained Nasdaq Compliance – Soluna has regained compliance with Nasdaq’s continued<br> listing requirements, strengthening our position on the public markets, preserving access<br> to the capital markets, and liquidity for our shareholders.
Surpassed 4 EH/s of Hash Rate Under Management – With the commissioning of Dorothy 2 and<br> fleet upgrades deployed across all sites, Soluna surpassed 4 EH/s of hash rate under management.
Surpassed One Gigawatt of Clean Computing Projects – With the addition of Project Gladys<br> (150 MW under development, wind) and Project Fei (100 MW under development, solar), Soluna’s<br> now exceeds 1 GW of renewable-powered computing in operation, construction, and development.<br> This milestone reflects the scalability of Soluna’s behind-the-meter model and marks<br> a major step toward our 2.8 GW long-term roadmap.
Expanded Partnership with Galaxy Digital – Galaxy is expected to deploy 48 MW at Project<br> Kati 1, bringing the site’s total to 83 MW. This marks Soluna’s largest hosting<br> deployment to date and deepens our institutional partnerships.
Dorothy 2 Reaches Full Capacity – A 30 MW expansion with a top-tier Bitcoin miner marked<br> the third deployment with this long-standing customer, bringing Project Dorothy 2 to full<br> hosting capacity. Learn more about this milestone here.
Strong Capital Formation in Q3 – Soluna strengthened its balance sheet with successful<br> capital raises totaling approximately $64 million gross through a combination of equity<br> raises, warrant exercises, project-level equity and debt.

ThirdQuarter Finance and Operations Highlights:

Record Level Cash Reserves Strengthen Balance Sheet – Cash increased by $45 million to<br> $60.5 million, bolstering our reserves for future investment opportunities.
Revenue for the three months increased by 37% or $2.3 million from Q2 2025 to Q3 2025 –<br> driven by new Dorothy 2 customers. Other sites maintained marginal growth in hosting revenue,<br> except for Dorothy 1B, which remained steady.

Q3 2025 Gross profit increased to 28%, compared to 19% in Q2 2025 – reflecting strong<br> cost discipline and margin stability, in addition to $400k in one-time electricity credits.

Dorothy 1A and Sophie delivered strong gross margins of 43.6% and 68.4%, respectively.
Dorothy 1B began a site-level miner fleet upgrade to help improve gross profit.
Dorothy 2 commenced customer deployments in Q2, with labor costs ramping ahead of revenue, consistent<br> with planned early-stage operations. Q3 saw a major increase in revenue (+$2M) from Q2.

Net loss for the three months increased from Q3 2024 to Q3 2025 by ($17.7 million) –<br> driven by the fair value adjustment of exercised warrants, related to July equity offering,<br> ($22.0 million), and other financing expenses ($4.7 million), offset by the loss on SLC equipment<br> loan and gain on NYDIG debt agreement reported as a net $10.1 million Gain on debt extinguishment<br> and revaluation.
Adjusted EBITDA decreased from Q3 2024 to Q3 2025 to ($6.4M) – decreased by $2.9 million<br> from Q3 2024, due to compensation related to 2024 of $1.3 million, and approximately $1.0<br> million increase in professional fees in Q3 2025.
Adjusted EBITDA increased from Q3 2024 to Q3 2025excluding special charges from<br> Cloudco HPE costs, bonus, and Preferred B consent fees and broker fees - by $0.1 million<br> to a positive adjusted EBITDA of $0.1 million, compared to Q3 2024.
Q3 24 Q4 24 Q1 25 Q2 25 Q3 25
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Adj EBITDA as reported (3,482 ) (2,520 ) (1,648 ) (1,227 ) (6,374 )
HPE Cloudco costs 2,859 2,859 0 0 0
Bonus expense 554 (1,090 ) 0 1 1,686
Other financing expenses 9 1,940 201 255 4,746
Adj EBITDA excluding special charges (60 ) 1,189 (1,447 ) (971 ) 58

Q3 2025 capital raised over $64 million gross– from a mix of public market and project-level<br> equity and debt sources to fund our growth, development, and operations.

Q32025 Revenue & Cost of Revenue by Project Site




Q32024 Revenue & Cost of Revenue by Project Site

The audited financial statements and Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2025, are available online.

Our current Investor Presentation can be found here.

Our 2025 Earnings Power Presentation can be found here.

Soluna’s glossary of terms can be found here.

SafeHarbor 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 plans and objectives, including the deployments at Project Kati 1, (ii) statements of future economic performance, and (iii) 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-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. 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, 2024, 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.


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

X (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.

ContactInformation


Investor Relations

Soluna Holdings, Inc.

ir@soluna.io


SolunaHoldings, Inc. and Subsidiaries

CondensedConsolidated Balance Sheets

Asof September 30, 2025 (Unaudited) and December 31, 2024

(Dollars in thousands, except per share) December 31, 2024
Assets
Current Assets:
Cash 51,371 $ 7,843
Restricted cash 3,630 1,150
Accounts receivable, net (allowance for expected credit losses of 244 at September 30, 2025 and December 31, 2024) 4,408 2,693
Prepaid expenses and other current assets 3,522 1,781
Loan commitment assets 3,474 -
Equipment held for sale - 28
Total Current Assets 66,405 13,495
Restricted cash, noncurrent 5,460 1,460
Other assets 1,090 2,724
Deposits and credits on equipment 813 5,145
Property, plant and equipment, net 63,999 47,283
Intangible assets, net 10,593 17,620
Operating lease right-of-use assets 3,675 313
Total Assets 152,035 $ 88,040
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable 4,860 $ 2,840
Accrued liabilities 12,426 6,785
Accrued interest payable 342 2,275
Contract liability 19,348 20,015
Current portion of debt 9,999 14,444
Income tax payable 71 37
Warrant liability 7,225 -
Customer deposits 1,823 1,416
Operating lease liability 96 61
Total Current Liabilities 56,190 47,873
Other liabilities 2,001 235
Long-term debt 13,254 7,061
Operating lease liability 3,583 252
Deferred tax liability, net 3,542 5,257
Total Liabilities 78,570 60,678
Commitments and Contingencies (Note 10)
Stockholders’ Equity:
9.0% Series A Cumulative Perpetual Preferred Stock, par value 0.001 per share, 25.00 liquidation preference; authorized 6,040,000; 4,928,545 shares issued and outstanding as of September 30, 2025 and 4,953,545 December 31, 2024 5 5
Series B Preferred Stock, par value 0.0001 per share, authorized 187,500; 62,500 shares issued and outstanding as of September 30, 2025 and December 31, 2024
Common stock, par value 0.001 per share, authorized 75,000,000; 64,092,531 shares issued and 64,051,790 shares outstanding as of September 30, 2025 and 10,647,761 shares issued and 10,607,020 shares outstanding as of December 31, 2024 64 11
Additional paid-in capital 381,399 315,607
Accumulated deficit (353,198 ) (314,304 )
Common stock in treasury, at cost, 40,741 shares at September 30, 2025 and December 31, 2024 (13,798 ) (13,798 )
Total Soluna Holdings, Inc. Stockholders’ Equity (Deficit) 14,472 (12,479 )
Non-Controlling Interest 58,993 39,841
Total Stockholders’ Equity 73,465 27,362
Total Liabilities and Stockholders’ Equity 152,035 $ 88,040

All values are in US Dollars.


SolunaHoldings, Inc. and Subsidiaries

CondensedConsolidated Statements of Operations (Unaudited)

Forthe Three and Nine Months Ended September 30, 2025 and 2024

Three Months Ended Nine Months Ended
September 30, September 30,
(Dollars in thousands, except per share) 2025 2024 2025 2024
Cryptocurrency mining revenue $ 2,769 $ 2,811 $ 8,630 $ 13,691
Data hosting revenue 5,257 4,271 10,795 14,446
Demand response service revenue 389 443 1,057 1,612
High-performance computing service revenue - - 28 -
Total revenue 8,415 7,525 20,510 29,749
Operating costs:
Cost of cryptocurrency mining revenue, exclusive of depreciation 1,708 1,963 5,428 5,687
Cost of data hosting revenue, exclusive of depreciation 2,660 2,555 5,605 6,982
Cost of high-performance computing services - 2,859 7 2,859
Cost of cryptocurrency mining revenue- depreciation 1,053 1,068 3,200 3,220
Cost of data hosting revenue- depreciation 665 444 1,578 1,320
Total costs of revenue 6,086 8,889 15,818 20,068
Operating expenses:
General and administrative expenses, exclusive of depreciation and amortization 7,708 5,248 19,053 14,625
Depreciation and amortization associated with general and administrative expenses 2,401 2,404 7,207 7,209
Total general and administrative expenses 10,109 7,652 26,260 21,834
Impairment on fixed assets - - 12 130
Operating loss (7,780 ) (9,016 ) (21,580 ) (12,283 )
Interest expense (1,212 ) (821 ) (3,246 ) (1,694 )
Gain (loss) on debt extinguishment and revaluation, net 10,107 875 10,658 (1,888 )
Loss on sale of fixed assets and credit on equipment deposit (780 ) - (802 ) (21 )
Fair value adjustment (loss) gain (22,047 ) 328 (22,165 ) (5,607 )
Other financing expense (4,746 ) - (5,203 ) -
Other income (expense), net 5 (6 ) (280 ) (32 )
Loss before income taxes (26,453 ) (8,640 ) (42,618 ) (21,525 )
Income tax benefit, net 666 547 1,697 1,743
Net loss (25,787 ) (8,093 ) (40,921 ) (19,782 )
(Less) Net loss (income) attributable to non-controlling interest 1,831 903 2,027 (3,535 )
Net loss attributable to Soluna Holdings, Inc. $ (23,956 ) $ (7,190 ) $ (38,894 ) $ (23,317 )
Basic and Diluted loss per common share:
Basic & Diluted loss per share $ (1.14 ) $ (1.56 ) $ (3.29 ) $ (7.15 )
Weighted average shares outstanding (Basic and Diluted) 26,983,023 6,388,335 15,683,072 4,320,546

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



SolunaHoldings, Inc. and Subsidiaries

CondensedConsolidated Statements of Cash Flows (Unaudited)

Forthe Nine Months Ended September 30, 2025 and 2024

Nine Months Ended September 30,
(Dollars in thousands) 2025 2024
Operating Activities
Net loss $ (40,921 ) $ (19,782 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense 4,866 4,634
Amortization expense 7,119 7,116
Stock-based compensation 5,671 3,286
Deferred income taxes (1,716 ) (1,806 )
Impairment on fixed assets 12 130
Provision for credit losses - 611
Amortization of operating lease asset 79 139
(Gain) loss on debt extinguishment and revaluation, net (10,658 ) 1,888
Amortization of deferred financing costs and discount on notes 561 179
Fair value adjustments, including SEPA 22,165 5,607
Fair value on placement warrant financing cost 146 -
Loss on sale of fixed assets and credit on equipment deposit 802 21
Changes in operating assets and liabilities:
Accounts receivable (1,715 ) 536
Prepaid expenses and other current assets (1,741 ) (3,429 )
Other long-term assets 1,608 (5,771 )
Accounts payable 2,020 1,159
Contract liability (667 ) -
Operating lease liabilities (75 ) (141 )
Other liabilities and customer deposits 2,173 (811 )
Accrued liabilities and interest payable 6,792 3,022
Net cash used in operating activities (3,479 ) (3,412 )
Investing Activities
Purchases of property, plant, and equipment (17,008 ) (3,712 )
Purchases of intangible assets (92 ) (95 )
Proceeds from sale of property, plant, and equipment - 215
Deposits on equipment (1,028 ) (4,099 )
Net cash used in investing activities (18,128 ) (7,691 )
Financing Activities
Proceeds from common stock warrant exercises 9,455 2,330
Proceeds from sale of common stock on SEPA 6,176 -
Proceeds from notes 18,434 14,470
Proceeds from sale of common stock on ATM 22,961 -
Proceeds from July equity issuance 4,509 -
Costs associated with July equity issuance (145 ) -
Payments on notes and deferred financing costs (6,938 ) (2,261 )
Payments on ATM (162 ) -
Contributions from non-controlling interest 22,078 5,098
Distributions to non-controlling interest (4,753 ) (6,694 )
Net cash provided by financing activities 71,615 12,943
Increase in cash & restricted cash 50,008 1,840
Cash & restricted cash – beginning of period 10,453 10,367
Cash & restricted cash – end of period $ 60,461 $ 12,207
Supplemental Disclosure of Cash Flow Information
Interest paid on debt 1,081 218
Fair value consideration for Green Cloud issuance of shares 810 -
Noncash financing cost accrual 647 -
Noncash deferred financing cost accrual 1,078 -
Warrant consideration in relation to Generate Common Warrant 2,635 -
Warrant consideration in relation to convertible notes and revaluation of warrant liability - 5,606
Notes converted to common stock - 5,877
Noncash membership distribution accrual - 741
Warrant consideration in relation to Soluna Cloud - 1,440
Noncash non-controlling interest contributions 2,675 250
Noncash activity right-of-use assets obtained in exchange for lease obligations 3,441 -

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



SegmentInformation

Thefollowing table details revenue, cost of revenues, and other operating costs for the Company’s reportable segments for three monthsended September 30, 2025 and 2024, and reconciles to net income (loss) on the consolidated statements of operations:

Forthe three months ended September 30, 2025

Cryptocurrency<br> <br>Mining Data Center<br> <br>Hosting High- <br> Performance<br> Computing<br> Services Total
Segment Revenue: Revenue from external customers $ 2,769 $ 5,257 $ - $ 8,026
Reconciliation of revenue
Demand response service revenue (a) 389
Total consolidated revenue 8,415
Less: Segment cost of revenue
Utility costs 1,237 1,308 - 2,545
Wages, benefits, and employee related costs 167 665 - 832
Facilities and Equipment costs 243 556 - 799
Cost of revenue- depreciation 1,053 665 - 1,718
Other cost of revenue* 123 330 - 453
Total segment cost of revenue 2,823 3,524 - 6,347
General and administrative expenses 3 874 - 877
Impairment on fixed assets - - - -
Segment operating income (loss) $ (57 ) $ 859 $ - $ 802

Forthe three months ended September 30, 2024

Cryptocurrency<br> <br>Mining DataCenter<br> <br>Hosting High-PerformanceComputing Services Total
Segment Revenue: Revenue from external customers $ 2,811 4,271 $ - $ 7,082
Reconciliation of revenue
Demand response service revenue (a) - - - 443
7,525
Less: Segment cost of revenue
Utility costs 1,395 1,523 - 2,918
Wages, benefits, and employee related costs 212 516 - 728
Facilities and Equipment costs 268 389 2,859 3,516
Cost of revenue- depreciation 1,068 444 - 1,512
Other cost of revenue* 183 221 - 404
Total segment cost of revenue 3,126 3,093 2,859 9,078
General and administrative expenses 57 804 83 944
Impairment on fixed assets - - - -
Segment operating income (loss) $ (372 ) $ 374 $ (2,942 ) $ (2,940 )
(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.

Thefollowing table presents the reconciliation of segment operating income (loss) to net income (loss) before taxes:

For the three months ended September 30,
2025 2024
Segment operating income (loss) $ 802 $ (2,940 )
Reconciling Items:
Elimination of intercompany costs 261 189
Other revenue (a) 389 443
General and administrative, exclusive of depreciation and amortization (b) (6,831 ) (4,304 )
General and administrative, depreciation and amortization (2,401 ) (2,404 )
Interest expense (1,212 ) (821 )
(Loss) gain on debt extinguishment and revaluation, net 10,107 875
Other financing expense (4,746 ) -
Loss on sale of fixed assets and credit on equipment deposit (780 ) -
Fair value adjustment (loss) gain (22,047 ) 328
Other income (expense), net 5 (6 )
Net loss before taxes $ (26,453 ) $ (8,640 )
(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 September 30, 2025 and 2024.

Thefollowing table details revenue, cost of revenues, and other operating costs for the Company’s reportable segments for nine monthsended September 30, 2025 and 2024, and reconciles to net income (loss) on the consolidated statements of operations:

Forthe nine months ended September 30, 2025

Cryptocurrency<br> Mining Data Center<br> Hosting High-<br> Performance<br> Computing<br> Services Total
Segment Revenue: Revenue from external customers $ 8,630 $ 10,795 $ 28 $ 19,453
Reconciliation of revenue
Demand response service revenue (a) 1,057
Total consolidated revenue 20,510
Less: Segment cost of revenue
Utility costs 3,927 2,160 - 6,087
Wages, benefits, and employee related costs 588 1,668 7 2,263
Facilities and Equipment costs 701 1,448 - 2,149
Cost of revenue- depreciation 3,200 1,578 - 4,778
Other cost of revenue* 410 839 - 1,249
Total segment cost of revenue 8,826 7,693 7 16,526
General and administrative expenses 62 1,337 270 1,669
Impairment on fixed assets - 12 - 12
Segment operating income (loss) $ (258 ) $ 1,753 $ (249 ) $ 1,246

Forthe nine months ended September 30, 2024

Cryptocurrency<br> Mining Data Center<br> Hosting High-<br> Performance<br> Computing<br> Services Total
Segment Revenue: Revenue from external customers $ 13,691 $ 14,446 $ - $ 28,137
Reconciliation of revenue
Demand response service revenue (a) - - - 1,612
29,749
Less: Segment cost of revenue
Utility costs 4,093 4,243 - 8,336
Wages, benefits, and employee related costs 594 1,443 - 2,037
Facilities and Equipment costs 780 1,011 2,859 4,650
Cost of revenue- depreciation 3,220 1,320 - 4,540
Other cost of revenue* 488 530 - 1,018
Total segment cost of revenue 9,175 8,547 2,859 20,581
General and administrative expenses 193 994 141 1,328
Impairment on fixed assets 130 - - 130
Segment operating income (loss) $ 4,193 $ 4,905 $ (3,000 ) $ 6,098
(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.

Thefollowing table presents the reconciliation of segment operating income (loss) to net income (loss) before taxes:

For the nine months ended September 30,
2025 2024
Segment operating income $ 1,246 $ 6,098
Reconciling Items:
Elimination of intercompany costs 708 513
Other revenue (a) 1,057 1,612
General and administrative, exclusive of depreciation and amortization (b) (17,384 ) (13,297 )
General and administrative, depreciation and amortization (7,207 ) (7,209 )
Interest expense (3,246 ) (1,694 )
Gain (loss) on debt extinguishment and revaluation, net 10,658 (1,888 )
Loss on sale of fixed assets and credit on equipment deposit (802 ) (21 )
Fair value adjustment loss (22,165 ) (5,607 )
Other financing expense (5,203 ) -
Other expense, net (280 ) (32 )
Net loss before taxes $ (42,618 ) $ (21,525 )
(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 nine months ended September 30, 2025 and 2024.

GrossProfit Breakout:

Thefollowing table summarizes the balances for the project sites for cryptocurrency mining revenue, data hosting revenue, high-performancecomputing service revenue, demand response revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hostingrevenue, exclusive of depreciation, cost of high-performance computing services, and cost of depreciation during the three months endedSeptember 30, 2025:

Soluna Digital
(Dollars in thousands) ProjectDorothy 1B ProjectDorothy 1A ProjectDorothy 2 ProjectSophie Other Total
Cryptocurrency mining revenue $ 2,769 $ - $ - $ - $ - $ 2,769
Data hosting revenue - 1,650 2,203 1,404 - 5,257
Demand response services - - - - 389 389
Total revenue 2,769 1,650 2,203 1,404 389 8,415
Cost of cryptocurrency mining, exclusive of depreciation 1,708 - - - - 1,708
Cost of data hosting revenue, exclusive of depreciation - 669 1,558 345 88 2,660
Cost of cryptocurrency mining revenue- depreciation 1,053 - - - - 1,053
Cost of data hosting revenue- depreciation - 261 306 98 - 665
Total cost of revenue 2,761 930 1,864 443 88 6,086
Gross profit $ 8 $ 720 $ 339 $ 961 $ 301 $ 2,329

Thefollowing table summarizes the balances for the project sites for cryptocurrency mining revenue, data hosting revenue, high-performancecomputing service revenue, demand response revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hostingrevenue, exclusive of depreciation, cost of high-performance computing services, and cost of depreciation during the three months endedSeptember 30, 2024:

Soluna Digital Soluna Cloud
(Dollars in thousands) Project<br><br> Dorothy<br><br> 1B Project<br><br> Dorothy<br><br> 1A Project<br><br> Sophie Other SolunaDigitalSubtotal ProjectAda Total
Cryptocurrency mining revenue $ 2,811 $ - $ - $ - $ 2,811 $ - $ 2,811
Data hosting revenue - 3,515 756 - 4,271 - 4,271
Demand response services - - - 443 443 - 443
High-performance computing services - - - - - - -
Total revenue 2,811 3,515 756 443 7,525 - 7,525
Cost of cryptocurrency mining, exclusive of depreciation 1,963 - - - 1,963 - 1,963
Cost of data hosting revenue, exclusive of depreciation - 2,025 521 9 2,555 - 2,555
Cost of high-performance computing service revenue - - - - - 2,859 2,859
Cost of cryptocurrency mining revenue- depreciation 1,068 - - - 1,068 - 1,068
Cost of data hosting revenue- depreciation - 292 152 - 444 - 444
Total cost of revenue 3,031 2,317 673 9 6,030 2,859 8,889
Gross (loss) profit $ (220 ) $ 1,198 $ 83 $ 434 $ 1,495 $ (2,859 ) $ (1,364 )

Thefollowing table summarizes the balances for the project sites for cryptocurrency mining revenue, data hosting revenue, high-performancecomputing service revenue, demand response revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hostingrevenue, exclusive of depreciation, cost of high-performance computing services, and cost of depreciation during the nine months endedSeptember 30, 2025:


Soluna Digital Soluna Cloud
(Dollars in thousands) Project<br><br> Dorothy<br><br> 1B Project<br><br> Dorothy<br><br> 1A Project<br><br> Dorothy<br><br> 2 Project<br><br> Sophie Other Soluna<br><br> Digital<br><br> Subtotal ProjectAda Total
Cryptocurrency mining revenue $ 8,630 $ - $ - $ - $ - $ 8,630 $ - $ 8,630
Data hosting revenue - 4,674 2,412 3,709 - 10,795 - 10,795
Demand response services - - - - 1,057 1,057 - 1,057
High-performance computing services - - - - - - 28 28
Total revenue 8,630 4,674 2,412 3,709 1,057 20,482 28 20,510
Cost of cryptocurrency mining, exclusive of depreciation 5,428 - - - - 5,428 - 5,428
Cost of data hosting revenue, exclusive of depreciation - 2,405 1,974 1,138 88 5,605 - 5,605
Cost of high-performance computing service revenue - - - - - - 7 7
Cost of cryptocurrency mining revenue- depreciation 3,200 - - - - 3,200 - 3,200
Cost of data hosting revenue- depreciation - 830 442 306 - 1,578 - 1,578
Total cost of revenue 8,628 3,235 2,416 1,444 88 15,811 7 15,818
Gross (loss) profit $ 2 $ 1,439 $ (4 ) $ 2,265 $ 969 $ 4,671 $ 21 $ 4,692

Thefollowing table summarizes the balances for the project sites for cryptocurrency mining revenue, data hosting revenue, high-performancecomputing service revenue, demand response revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hostingrevenue, exclusive of depreciation, cost of high-performance computing services, and cost of depreciation during the nine months endedSeptember 30, 2024:


Soluna Digital Soluna Cloud
(Dollars in thousands) Project<br><br> Dorothy<br><br> 1B Project<br><br> Dorothy<br><br> 1A Project<br><br> Sophie Other SolunaDigitalSubtotal ProjectAda Total
Cryptocurrency mining revenue $ 13,691 $ - $ - $ - $ 13,691 $ - $ 13,691
Data hosting revenue - 10,623 3,823 - 14,446 - 14,446
Demand response services - - - 1,612 1,612 - 1,612
High-performance computing services - - - - - - -
Total revenue 13,691 10,623 3,823 1,612 29,749 - 29,749
Cost of cryptocurrency mining, exclusive of depreciation $ 5,687 - - - 5,687 - 5,687
Cost of data hosting revenue, exclusive of depreciation - 5,520 1,452 10 6,982 - 6,982
Cost of high-performance computing service revenue - - - - - 2,859 2,859
Cost of cryptocurrency mining revenue- depreciation 3,220 - - - 3,220 - 3,220
Cost of data hosting revenue- depreciation - 867 453 - 1,320 - 1,320
Total cost of revenue 8,907 6,387 1,905 10 17,209 2,859 20,068
Gross profit $ 4,784 $ 4,236 $ 1,918 $ 1,602 $ 12,540 $ (2,859 ) $ 9,681

EBITDAand Adjusted EBITDA Tables:

Reconciliationsof EBITDA and Adjusted EBITDA to net loss, the most comparable GAAP financial metric, for historical periods are presented in the tablebelow:

Three Months Ended<br> September 30, Nine Months Ended<br> September 30,
(Dollars in thousands) 2025 2024 2025 2024
Net loss $ (25,787 ) $ (8,093 ) $ (40,921 ) $ (19,782 )
Interest expense 1,212 821 3,246 1,694
Income tax benefit (666 ) (547 ) (1,697 ) (1,743 )
Depreciation and amortization 4,119 3,916 11,985 11,749
EBITDA (21,122 ) (3,903 ) (27,387 ) (8,082 )
Adjustments: Non-cash items
Stock-based compensation costs 1,882 1,257 5,671 3,286
Loss on sale of fixed assets and credit on equipment deposit 780 - 802 21
Provision for credit losses - 367 - 611
Impairment on fixed assets - - 12 130
Fair value adjustment loss (gain) 22,047 (328 ) 22,165 5,607
Fair value on placement agent warrants financing fee 146 - 146 -
(Gain) loss on debt extinguishment and revaluation, net (10,107 ) (875 ) (10,658 ) 1,888
Adjusted EBITDA $ (6,374 ) $ (3,482 ) $ (9,249 ) $ 3,461

Thefollowing table represents the Adjusted EBITDA activity between each three-month period from January 1, 2025 through September 30, 2025.

(Dollars in thousands) Three months<br> ended<br> March 31,<br><br> <br>2025 Three months<br> ended<br> June 30,<br><br> <br>2025 Three months<br> ended<br> September 30,<br><br> <br>2025
Net loss $ (7,354 ) $ (7,780 ) $ (25,787 )
Interest expense, net 838 1,196 1,212
Income tax (benefit) expense (425 ) (608 ) (666 )
Depreciation and amortization 3,879 3,989 4,119
EBITDA (3,062 ) (3,203 ) (21,122 )
Adjustments: Non-cash items
Stock-based compensation costs 1,847 1,942 1,882
Loss (gain) on sale of fixed assets and credit on equipment deposit - 22 780
Impairment on fixed assets - 12 -
Fair value adjustment loss 118 - 22,047
Fair value on placement agent warrant financing fees - - 146
(Gain) loss on debt extinguishment and revaluation, net (551 ) - (10,107 )
Adjusted EBITDA $ (1,648 ) $ (1,227 ) $ (6,374 )

Thefollowing table represents the Adjusted EBITDA activity between each three-month period from January 1, 2024 through December 31, 2024.

(Dollars in thousands) Three months<br> ended<br> March 31,<br> 2024 Three months<br> ended<br> June 30, <br> 2024 Three months<br> ended<br> September 30,<br> 2024 Three months<br> ended<br> December 31,<br> 2024
Net loss from continuing operations $ (2,544 ) $ (9,145 ) $ (8,093 ) $ (38,518 )
Interest expense, net 424 449 821 833
Income tax benefit from continuing operations (548 ) (649 ) (547 ) (743 )
Depreciation and amortization 3,926 3,909 3,916 3,889
EBITDA 1,258 (5,436 ) (3,903 ) (34,539 )
Adjustments: Non-cash items
Stock-based compensation costs 661 1,368 1,257 2,025
Loss on sale of fixed assets 1 21 - 9
Provision for credit losses - 244 367 149
Convertible note inducement expense - - - 388
Placement agent release expense - - - 1,000
Loss on contract - - - 28,593
Impairment on fixed assets 130 - - -
Fair value loss (gain) adjustment 4,333 1,600 (328 ) 100
(Gain) loss) on debt extinguishment and revaluation, net (1,236 ) 4,000 (875 ) (245 )
Adjusted EBITDA $ 5,147 $ 1,797 $ (3,482 ) $ (2,520 )


Exhibit99.2