Soluna Holdings, Inc

During the fiscal quarter ended December 31, 2025, John Belizaire, our Chief Executive Officer and a director of the Company, adopted a Rule 10b5-1 plan on December 16, 2025, which shall terminate on April 19, 2028. For purposes of this disclosure, the maximum aggregate number of shares to be sold pursuant to Mr. Belizaire’s Rule 10b5-1 trading arrangement is 9,000 shares of Series A Preferred Stock. The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c).

Except as provided above, none of the Company’s directors and officers adopted, modified, orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2025 (each as defined in Item 408 of Regulation S-K under the Exchange Act).

On March 24, 2026, we entered into a Standby Equity Purchase Agreement (the “2026 SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (“YA”). In accordance with the terms of the SEPA, YA has agreed to purchase up to an aggregate of $250.0 million of shares of common stock (the “2026 SEPA Shares”) from time to time subject to the limits and the conditions of the 2026 SEPA. Pursuant to the 2026 SEPA, we issued to YA a commitment fee of $250 thousand of shares of common stock (the “Commitment Shares”).

The offer and sale of the 2026 SEPA Shares and the issuance of the Commitment Shares is and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. Pursuant to the 2026 SEPA, we have agreed to file a Registration Statement on Form S-1 covering the resale of the 2026 SEPA Shares and the Commitment Shares.