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BCS

Current Report · Items 5.03, 5.07, 9.01 · 8-K

Soluna Holdings, Inc.

SLNHNASDAQEQUITYCurrent

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders

Item Amendments 5.03 to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under the Proposal to Increase Authorized Shares (as defined below) in Item 5.07 of this Current Report on Form 8-K, on October 16, 2026, Soluna Holdings, Inc.…

Filed Oct 19, 2026Accepted Oct 19, 2026, 4:54 PM EDTCIK 64463Accession 0001493152-26-047604
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Company context

We are currently developing new infrastructure projects intended to support AI and HPC workloads. These efforts include engagement with potential joint venture partners, conducting site and feasibility studies, securing access to power and land, and performing other early-stage development activities.

Current securities

Historical securities (1)

Recent company filings

  1. Regulation FD DisclosureSep 28, 2026
  2. Regulation FD DisclosureSep 14, 2026
  3. Regulation FD DisclosureSep 9, 2026
  4. Regulation FD DisclosureSep 8, 2026
  5. 144 filingSep 3, 2026

Registered securities in this filing

SOLUNA HOLDINGS, INC. · 8-K · Filed 2026-10-19

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common stock, par value $0.001 per share

Symbol
SLNH
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: From2026-10-162026-10-16_custom_CommonStockParValue0.001PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share

Symbol
SLNHP
Exchange
NASDAQ
Classification
PREFERRED
Status
Current
Filing context

Context: From2026-10-162026-10-16_custom_Sec9.0SeriesCumulativePerpetualPreferredStockParValue0.001PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000149315226047604 · 2 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 5.03, 5.07, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item Amendments 5.03 to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under the Proposal to Increase Authorized Shares (as defined below) in Item 5.07 of this Current Report on Form 8-K, on October 16, 2026, Soluna Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which, among other matters of business acted upon, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation, as amended (the “Articles”), to increase the Company’s authorized shares of common stock, par value $0.001 per share (the “Common Stock”), from 375,000,000 shares to 1,000,000,000 shares (the “Certificate of Amendment”). On October 16, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada and such amendment became effective immediately. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item Submission 5.07 of Matters to a Vote of Security Holders. On October 16, 2026, the Company held its Annual Meeting. The stockholders of the Company acted upon the following proposals at the Annual Meeting: (1) the election of three directors, (2) the approval of the Proposal to Increase Authorized Shares, (3) the approval of the Say-on-Pay Proposal, (4) the approval of the Auditor Ratification Proposal, (5) the approval of the Exchange Cap Proposal, and (6) the approval of the Adjournment Proposal (each as defined below). The final voting results were as follows: Proposal 1: Election of Directors Proposal The Company’s stockholders elected William Hazelip as a Class III Director (independent) to serve for a three-year term until the Company’s 2029 Annual Meeting of Stockholders. Mr. Hazelip received the following votes: For Withheld Broker Non-Votes ───────────────────────────────────────────── 86,060,721 9,310,875 62,813,005 The Company’s stockholders elected Michael Toporek as a Class III Director (non-independent) to serve for a three-year term until the Company’s 2029 Annual Meeting of Stockholders. Mr. Toporek received the following votes: For Withheld Broker Non-Votes ───────────────────────────────────────────── 91,940,521 3,431,075 62,813,005 The Company’s stockholders elected Daniel Golding as a Class III Director (non-independent) to serve for a three-year term until the Company’s 2029 Annual Meeting of Stockholders. Mr. Golding received the following votes: For Withheld Broker Non-Votes ──────────────────────────────────────────── 94,735,702 635,894 62,813,005 Proposal 2: Proposal to Increase Authorized Shares The proposal to approve an amendment to the Articles to increase the number of shares of Common Stock authorized for issuance thereunder from 375,000,000 shares to 1,000,000,000 shares (the “Proposal to Increase Authorized Shares”) was approved based upon the following votes: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 144,378,143 13,309,538 496,920 N/A Proposal 3: Say-on-Pay Proposal The proposal to approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in the Company’s definitive proxy statement for the Annual Meeting (the “Say-on-Pay Proposal”) was approved based upon the following votes: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 80,736,111 14,262,456 373,029 62,813,005 Proposal 4: Auditor Ratification Proposal The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal”) was approved based upon the following votes: For Against Abstain Broker Non-Votes ──────────────────────────────────────────────────────── 157,054,020 897,391 233,190 N/A Proposal 5: Exchange Cap Proposal The proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of 20% or more of the Company’s issued and outstanding shares of Common Stock pursuant to the Standby Equity Purchase Agreement, dated March 24, 2026, between the Company and YA II PN, Ltd. (the “Exchange Cap Proposal”), was approved based upon the following votes: For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────── 89,707,854 5,440,475 223,267 62,813,005 Proposal 6: Adjournment Proposal The proposal to approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the approval of any of the foregoing proposals was insufficient to approve such proposal (the “Adjournment Proposal”) was approved based upon the following votes: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────── 141,738,731 15,777,425 668,445 N/A

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