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Soluna Holdings, Inc

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 13, 2026

SLNH$0.52+13.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001628280-26-035538

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001628280-26-056702

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 188 previous paragraphs and 260 current paragraphs.

113 unchanged; 67 reworded; 68 added; 6 removed; 2 previous and 12 current paragraphs rearranged.

Tables are not compared: 11 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (68)

Current report

With the acquisition of Briscoe in April 2026, we have added a new revenue stream: Wind Energy Generation. Briscoe derives its revenue from the sale of power and renewable energy credits ("RECs"). Briscoe sells power to the wholesale market at its nodal settlement point and is recorded as the underlying energy is generated. Commencing in 2023, Briscoe sold an increasing portion of its power through a PPA with GSEC. At times, Briscoe may be subject to negative pricing at its nodal settlement point when selling electricity within the wholesale market due to severe congestion on the transmission lines within the ERCOT West Hub region. Within Wind Energy Generation revenue for the Company are three forms of revenue:

Current report

•Merchant revenue- sale of power/ wholesale energy to third party

Current report

•PPA revenue- sale of energy under the PPA. Sales to the Company's Dorothy entities are eliminated in consolidation.

Current report

•REC revenue- renewable energy credits for each megawatt of hour of energy delivered

Current report

For the three months ended June 30, 2026 and 2025, our Wind Energy Generation Business represented approximately 2% and 0% of total revenue, respectively. For the six months ended June 30, 2026 and 2025, our Wind Energy Generation Business represented approximately 1% and 0% of total revenue, respectively. We note that Briscoe Wind has gross revenue of approximately $2.5 million from its three forms of revenue noted above, for the three and six months ended June 30, 2026, however since approximately $2.2 million of PPA revenue is used at the Company's Dorothy sites, the PPA revenue are eliminated on the condensed consolidated financial statements, which also decreases the cost of revenue for proprietary mining and data center hosting.

Current report

Power position. Our acquisition of the Briscoe Wind Farm and the consolidation of our ownership interests in the Project Dorothy 1 campus during 2026 are intended to increase our control over the power resources supporting these developments, which we believe shortens the time required to deliver energized capacity to AI and HPC customers.

Current report

Capital and organization. Developing AI-ready capacity at scale requires capital substantially in excess of the amounts required for our existing Bitcoin operations. We have engaged an investment bank to assist with capital formation for Project Kati 2 and continue to evaluate project-level equity, debt, and partnership structures. In July 2026, we appointed a Chief Development Officer to lead the growth of our AI and HPC business.

Current report

•YA II PN, LTD ("Yorkville" or "YA") - an investment vehicle affiliated with Yorkville Advisors Global, LP. We have Standby Equity Purchase Agreements (SEPAs), where the company can sell shares to YA over time in exchange for cash, giving the Company flexible access to capital without a traditional underwritten offering. In addition, on April 15, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) YA, pursuant to which the Company issued to YA a Promissory Note payable to YA, providing for an unsecured loan in the aggregate principal amount of up to $12.0 million, which was fully paid by June 30, 2026.

Current report

Discussions began in December 2025 with potential customers for the data center campus. In March and April of 2026, those discussions continued with several additional potential customers. The final stages of the design RFP were completed in April 2026 and design work has begun. Since then, the Company has selected its architectural and engineering firms and onboarded a general contractor, with detailed design now approximately 50% complete. In June 2026, the Company also signed a letter of intent, that includes exclusivity, with a potential tenant and is in formal commercial and lease negotiations. In parallel, long-lead equipment procurement activity has advanced, with LOIs signed with key electrical equipment providers.

Current report

On May 19, 2026, we acquired Navitas's equity interest in D1B for approximately $8.8 million, giving us complete equity ownership of D1B. With the Briscoe Wind Farm providing 150 megawatts of owned renewable power and now 100% equity control of both D1A and D1B, we have assembled the full generation-to-compute ownership chain of 50 MWs at Project Dorothy 1. This ownership position is a prerequisite for converting the campus to AI and high-performance computing workloads, and for marketing Dorothy 3, the Company’s next-phase AI infrastructure development, to prospective customers.

Current report

In connection with the development of the Kati 2 project of the Company, on June 3, 2026 (the “Effective Date”), Soluna HPC KK II HoldCo, LLC (the “Soluna Member”), a wholly owned subsidiary of Soluna HPC, Inc., a wholly owned subsidiary of the Company, entered into a limited liability company agreement (the “Joint Venture Agreement”) with DC Kati Venture LLC (the “Metrobloks Member”) to govern the terms of operation of Soluna MB KK II JVCo, LLC (the “Joint Venture”). The Metrobloks Member is managed by Metrobloks LLC. The Joint Venture will invest in a newly formed entity to develop and operate a multi-phase data center development in Willacy County, Texas, frequently referred to as project “Kati 2” (such data center, “Project Kati 2”). The first phase of Project Kati 2 shall be a 100 MW critical IT data center development (“Phase I”) and the second phase of Project Kati 2 will develop an additional 250 MW critical IT data center development (“Phase II”).

Current report

The Soluna Member and the Metrobloks Member are the sole members of the Joint Venture, with the Soluna Member holding 100% of the Class A Interests and the Metrobloks Member holding 100% of the Class B Interests as of the Effective Date. The Joint Venture is a manager-managed limited liability company, with the Soluna Member serving as the manager.

Current report

Pursuant to the terms of the Joint Venture Agreement, as of the Effective Date, the Soluna Member contributed the Phase I Property (as defined with the Joint Venture Agreement), a purchase agreement to acquire the Phase II Property (as defined within the Joint Venture Agreement), and funded certain operating expenses of approximately $6.7 million. Subject to the closing of the purchase agreement, the Soluna Member has committed to fund a capital contribution of approximately $19.1 million to complete the acquisition of the Phase II Property as well as an additional capital commitment of up to $2.0 million to fund certain operating expenses as they become due. After the Soluna Member has received repayment of its capital contributions, recognized a 14% IRR on its capital contributions and received $100,000 per Gross PPA MW of Project Kati 2, the Soluna Member and the Metrobloks Member shall each receive 50% of additional distributions.

Current report

The following table summarizes revenues and costs of revenues by business category during the three months ended June 30, 2026 (Note- there was no HPC Services revenue or costs for the three months ended June 30, 2026, as such we excluded from table below):

Current report

The following table summarizes the revenues and costs of revenues by business category during the three months ended June 30, 2025 (Note- there was no HPC Services revenue or costs for the three months ended June 30, 2025, as such we excluded from table below):

Current report

Cryptocurrency Mining Revenue. Proprietary cryptocurrency mining revenue decreased 40% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Approximately 87% of the decrease was attributable to lower realized pricing and approximately 13% to lower production volume. Average hashprice declined 34%, from $51.09 to $33.63, reflecting growth in average network difficulty and a decline in the average price of Bitcoin between the comparable periods. Average deployed self-mining hashrate declined 5%, from 630 PH/s to 598 PH/s. The number of Bitcoin mined decreased 19% between the comparable periods, a larger decline than the reduction in deployed hashrate, reflecting the increase in network difficulty.

Current report

Data Center Hosting Revenue. Hosting revenue increased 162% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, exclusive of the electricity cost presentation treatment of $4.4 million discussed below. Volume growth contributed $7.7 million of favorable variance, partially offset by $2.6 million of unfavorable pricing.

Current report

The volume increase reflects capacity additions across the portfolio. Project Dorothy 2, which was in the early stages of energization and generated minimal hosting revenue in the prior-year period, contributed approximately $2.9 million of the increase. Project Dorothy 1A contributed approximately $1.2 million of the increase. Project Kati 1, which commenced hosting operations in 2026, contributed approximately $0.8 million, and Project Dorothy 1B, which began providing hosting services in 2026, contributed approximately $0.4 million. These increases were partially offset by a $0.1 million decline at Project Sophie. Average hosted hashrate under management increased 174%, from 1,807 PH/s to 4,944 PH/s, and megawatt-hours delivered to hosting customers increased 112%. Volume growth also reflects fixed supplemental payments under profit-share arrangements, which contributed approximately $2.6 million and had no counterpart in the prior-year period, and leasing revenue of $0.5 million under an arrangement that commenced after the prior-year period.

Current report

The unfavorable price variance was concentrated in profit-share arrangements, under which our share of customer mining proceeds varies with hashprice. Average hashprice declined 34% between the comparable periods, reducing profit-share revenue by $2.6 million notwithstanding a 174% increase in hosted hashrate.

Current report

Also, in the second quarter of 2026, we began recording electricity costs incurred as part of providing performance obligations to its customers within the data hosting revenue financial statements caption and associated electricity costs within the cost of data hosting revenue, exclusive of depreciation financial statement caption on the statement of operations. These electricity costs are subsequently passed on to the customer with no mark-up. The effect of this presentation change increased data hosting revenue and cost of data hosting revenue, exclusive of depreciation, by approximately $4.4 million for the three months ended June 30, 2026, respectively. See Note 2 for details.

Current report

Wind Energy Generation Revenue: In relation to the acquisition of Briscoe in April 2026, we have added a new revenue stream: wind energy generation revenue. Briscoe Wind has gross revenue of approximately $2.5 million for the three and six months ended June 30, 2026, however since approximately $2.2 million of PPA revenue are used at the Company's Dorothy sites, the PPA revenue is eliminated on the condensed consolidated financial statements, which also decreases the cost of revenue for proprietary mining and data center hosting. At the time of the acquisition, 10 of 81 wind turbines were not operating and repairs to gearboxes and main bearings were initiated, partially funded with proceeds set aside at closing. The repairs continued into the third quarter of 2026. The primary drivers of Briscoe’s operating results during the period are revenue from the GSEC Power Purchase Agreement and from wholesale energy sales into the ERCOT market. As we acquired Briscoe in the second quarter of 2026, no comparable revenue was noted.

Current report

Also, in the second quarter of 2026, we began recording electricity costs incurred as part of providing performance obligations to its customers within the data hosting revenue financial statements caption and associated electricity costs within the cost of data hosting revenue, exclusive of depreciation financial statement caption on the statement of operations. These electricity costs are subsequently passed on to the customer with no mark-up. The effect of this presentation change increased data hosting revenue and cost of data hosting revenue, exclusive of depreciation, by approximately $4.4 million for the three months ended June 30, 2026, respectively. See Note 2 for details.

Current report

Cost of Wind Energy Generation Revenue: Cost of wind energy generation revenue relate directly to costs associated with the operations and maintenance costs of the facility and turbines of the Briscoe Wind Farm, which was acquired on April 1, 2026. Included in the three and six months ended June 30, 2026, cost of wind energy generation revenue was approximately $1.5 million of the scheduled repairs and unscheduled maintenance of the wind turbines and related facilty infrastructure. In addition, Briscoe has significant depreciation expenses associated with the wind turbines over the life of the assets.

Current report

•Professional and legal fees increased approximately $720 thousand for the three months ended June 30, 2026, primarily attributable to higher legal fees supporting increased business development activity, including the acquisition of the Briscoe Wind Farm completed on April 1, 2026, the negotiation of data center hosting agreements, and project financing transactions. The increase was also driven by additional fees for contracted employee services and professional fees associated with technical accounting support related to these transactions.

Current report

Loss on Debt Extinguishment and Revaluation, net: For the three months ended June 30, 2026, we recognized a loss on extinguishment of debt of approximately $4.2 million. The loss on debt extinguishment related to the following items:

Current report

•With the Briscoe acquisition, Amendment No. 1 to the Generate Credit Agreement reduced the unfunded Tranche B loan commitment from $18.5 million to $6.0 million, and the unamortized deferred financing costs allocable to that reduction were written off. See Note 10 to the condensed consolidated financial statements.

Current report

The unamortized deferred financing costs of approximately $2.04 million associated with the $12.5 million reduction on the Tranche B Loan Commitment were written off upon execution of the amendment and are reflected as loss on extinguishment of debt in the condensed consolidated statements of operations for the three months ended June 30, 2026.

Current report

•Yorkville promissory note: We paid off the 1 year promissory note within 3 months, as such, we accelerated the deferred financing costs and discount associated with the note and recorded a loss on extinguishment of debt of approximately $2.0 million (pro-rata write-off of deferred financing costs of approximately $600 thousand, pro-rata write-off of the warrant discount of approximately $1.4 million, and the approximately $60 thousand redemption premium).

Current report

•Land Purchase Loan: On June 10, 2026, we repaid the Land Purchase loan in full of $1.075 million. Due to the extinguishment of debt, the Company recorded a loss on extinguishment of debt in relation to the acceleration of the discount being amortized of approximately $132 thousand.

Current report

Loss on sale of fixed assets and deposit on equipment, net: For the three months ended June 30, 2026, we had a loss on sale of fixed assets and deposit on equipment of approximately $585 thousand related to a loss on deposit of equipment with a vendor for $500 thousand, in addition to cryptocurrency miners and software write-offs for the period.

Current report

Other income (expense), net: For the three months ended June 30, 2026 we had other income, net of approximately $1.5 million mainly related to a gain on settlement of transformers in the amount of approximately $1.4 million. For the three months ended June 30, 2025, we had other expense, net of approximately $291 thousand mainly in relation to a loss compensation cost associated with the Las Majadas wind farm.

Current report

Consolidated Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.

Current report

The following table summarizes revenues and costs of revenues by business category during the six months ended June 30, 2026 (Note- there was no HPC Services revenue or costs for the six months ended June 30, 2026, as such we excluded from table below):

Current report

The following table summarizes the revenues and costs of revenues by business category during the six months ended June 30, 2025:

Current report

Cryptocurrency Mining Revenue: Proprietary cryptocurrency mining revenue decreased 33.6% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was attributable entirely to lower realized pricing, which reduced revenue by an amount equal to 35% of prior-period proprietary mining revenue, partially offset by a favorable volume effect equal to 1% of prior-period revenue. Average hashprice declined 35%, from $52.36 to $33.97, reflecting growth in average network difficulty and a decline in the average price of Bitcoin between the comparable periods. Average deployed self-mining hashrate increased 1%, from 657 PH/s to 664 PH/s.

Current report

Data Hosting Revenue: Data center hosting services consist of providing energized space and comprehensive operating support to third-party mining companies that locate their equipment at our facilities, including Projects Dorothy 1A, Dorothy 1B, Dorothy 2, Kati 1, and Sophie. Revenue from these services is derived from hosting fees under fixed-fee and profit-sharing arrangements, fixed supplemental payments based on contracted capacity, leasing arrangements, and additional service fees such as equipment installation.

Current report

Hosting revenue increased 169% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, exclusive of the electricity cost presentation of $4.4 million discussed below. Volume growth contributed $13.5 million of favorable variance, partially offset by $4.5 million of unfavorable pricing, with the remaining $0.4 million of the increase attributable to higher service fees net of contra revenue.

Showing the first 40 of 68 passages. Open the source sections for the rest.

Removed paragraphs (6)

Previous report

D1A was constructed in partnership with SLC, a leading venture capital firm focused on sustainability solutions. As of March 31, 2026, SLC owned approximately 85% of the Class B membership interests of D1A, while we owned 15% of the Class B membership interests of D1A and 100% of the Class A membership interests of D1A.

Previous report

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:

Previous report

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:

Previous report

Cryptocurrency Mining Revenue: Cryptocurrency mining revenue declined for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decline was due to decrease in average hashprice by 36% quarter over quarter, in addition to a decline in the average price of Bitcoin resulting in lower revenues, as well as the number of Bitcoin mined decreased 12% quarter over quarter.

Previous report

Data Hosting Revenue: Hosting revenue increased for the three months ended March 31, 2026, compared to the same period in 2025. This increase was primarily driven by the ramped-up energization and resulting revenue contribution from the D2 and Kati facility during the first quarter of 2026, whereas both sites did not generate revenue in the first quarter of 2025.

Previous report

Adjusted EBITDA decreased for the three months ended March 31, 2026 compared to March 31, 2025 primarily driven by increases in general and administrative expenses, exclusive of depreciation and amortization, of approximately $1.9 million for the comparable period. The general and administrative expense increase was driven by increases in 2026 legal and consulting expenses incurred in relation to the Briscoe Acquisition and increases in salaries and benefits in relation to headcount and other compensation related matters. In addition, there was increases in other financing expenses due to SEC registration and FINRA fees applied in the first quarter of 2026. The increases in expenses, were offset in part due to increase in gross profit excluding cost of sales- depreciation of approximately $1.5 million. With the energization of D2 and Project Kati 1, the Company saw revenue growth in those project sites, in addition to less costs incurred in relation to energy costs.
Reworded paragraphs (67)

Previous wording

We operate across multiple business lines and currently or plan to generate revenue from five primary sources:

Current wording

We operate across multiple business lines and currently generate, or plan to generate, revenue from five primary sources:

Previous wording

•HPC Business – Through Soluna HPC, Inc., we are developing AI-ready data center leasing and hosting capabilities for AI and HPC workloads, beginning with Project Kati 2, which is being engineered for more than 300 MW of capacity in partnership with Metrobloks, LLC ("Metrobloks").

Current wording

•HPC Business – Through Soluna HPC, Inc., we are developing AI-ready data center leasing and hosting capabilities for AI and HPC workloads, beginning with Project Kati 2 (100-350MW CIT), and Project Dorothy 3 (150-300MW CIT).

Previous wording

•Wind Energy Generation Business - As of April 1, 2026, with the acquisition of the wind farm in Briscoe, Texas (the "Briscoe Wind Farm"), we sell power generated from owned wind turbines and also sell renewable energy credits.

Current wording

•Wind Energy Generation Business - As of April 1, 2026, with the acquisition of the wind farm in Briscoe and Floyd Counties, Texas (the "Briscoe Wind Farm"), we sell power generated from owned wind turbines and also sell renewable energy credits.

Previous wording

For the three months ended March 31, 2026 and 2025, our Bitcoin Hosting Business accounted for approximately 71% and 40% of total revenue, respectively. Revenue in this business has been concentrated among a limited number of customers. For the three months ended March 31, 2026, three customers accounted for 74% of hosting revenue and 53% of total revenue.

Current wording

For the three months ended June 30, 2026 and 2025, our Bitcoin / Data Center Hosting Business accounted for approximately 84% and 51% of total revenue, respectively. Revenue in this business has been concentrated among a limited number of customers. For the three months ended June 30, 2026, four customers accounted for 80% of hosting revenue and 67% of total revenue.

Previous wording

As of March 31, 2026, five of our projects provide Bitcoin hosting services for a total MW capacity of approximately 137 MW.

Current wording

As of June 30, 2026, five of our projects provide Bitcoin hosting services for a total MW capacity of approximately 168 MW.

Previous wording

Mining profitability is affected by several factors, including the market price of Bitcoin, global network hash rate, mining difficulty, electricity and infrastructure costs, and mining pool fees. In addition, Bitcoin undergoes a periodic halving event, approximately every four years, that reduces the Block Reward and may adversely affect future revenue. The next Bitcoin halving event is expected in April 2028. For the three months ended March 31, 2026 and 2025, our Bitcoin Mining Business represented approximately 23% and 51% of total revenue, respectively.

Current wording

Mining profitability is affected by several factors, including the market price of Bitcoin, global network hash rate, mining difficulty, electricity and infrastructure costs, and mining pool fees. In addition, Bitcoin undergoes a periodic halving event, approximately every four years, that reduces the Block Reward and may adversely affect future revenue. The next Bitcoin halving event is expected in April 2028. For the three months ended June 30, 2026 and 2025, our Bitcoin Mining Business represented approximately 11% and 46% of total revenue, respectively. For the six months ended June 30, 2026 and 2025, our Bitcoin Mining Business represented approximately 16% and 48% of total revenue, respectively.

Previous wording

As of March 31, 2026, only one of our projects provide Bitcoin self-mining for a total MW capacity of approximately 22 MWs.

Current wording

As of June 30, 2026, two of our projects provide Bitcoin self-mining for a total MW capacity of approximately 24 MWs.

Previous wording

Our HPC business is being developed through Soluna HPC, Inc. and is focused on data center leasing and hosting solutions for AI and other HPC workloads, with an initial target customer base of Hyperscalers and Neoclouds, and enterprise customers over time.

Current wording

We conduct our HPC business through Soluna HPC, Inc., which focuses on data center leasing and hosting solutions for AI and other HPC workloads. Our initial target customers are hyperscale cloud providers and emerging AI-focused cloud providers, referred to as Neocloud providers, with enterprise customers expected over time.

Previous wording

Unlike our Bitcoin mining and hosting operations, which use a data center design, our HPC business is based on an AI-ready data center design intended to support higher-density compute environments and the infrastructure requirements of AI and HPC customers.

Current wording

Unlike our Bitcoin mining and hosting operations, which use our MDC design, our HPC business is based on an AI-ready data center design intended to support higher-density compute environments and the power, cooling, redundancy, and network requirements of AI and HPC customers. We refocused our HPC strategy on the development of dedicated data center infrastructure for third-party leasing and hosting following the March 2025 termination of our agreement with Hewlett Packard Enterprise Company, which had supported our earlier GPU-as-a-Service offering.

Previous wording

Our first planned large-scale HPC development is Project Kati 2, which is being engineered for more than 300 MW of capacity in partnership with Metrobloks. We expect Project Kati 2 to serve as the initial platform for Soluna HPC, Inc.’s leasing and hosting business. We are also advancing additional projects from our development pipeline that are in various stages of evaluation, engineering, and development.

Current wording

Project Kati 2. Our first planned large-scale HPC development is Project Kati 2 in Willacy County, Texas, engineered for more than 350 MW of CIT capacity and developed through our joint venture with Metrobloks. See Note 16 — Variable Interest Entities. We expect Project Kati 2 to serve as the initial platform for Soluna HPC, Inc.'s leasing and hosting business. During the three months ended June 30, 2026, we selected and began onboarding a general contractor to lead the design-build process; advanced detailed design documentation to approximately 50% completion; executed a letter of intent with a prospective tenant and commenced commercial lease negotiations; and executed letters of intent with electrical equipment suppliers to secure long-lead procurement. We can give no assurance that we will enter into a definitive lease with this or any prospective tenant, or as to the terms of any such lease.

Previous wording

We are currently advancing infrastructure projects intended to support AI and HPC workloads. These activities include site and feasibility studies, power and land procurement, engineering and design work, customer engagement, and evaluation of potential financing and partnership structures.

Current wording

Project Dorothy 3. We are also advancing Project Dorothy 3, planned for more than 300 MW CIT of AI and HPC capacity at a new land site in North Texas. Environmental due diligence, survey work, and fiber studies are in progress, and schematic design and master planning have commenced. We are coordinating with the interconnecting utility regarding expanded load at the campus, including the option to potentially convert existing Bitcoin load to AI and HPC use. Additional projects in our development pipeline remain in various stages of evaluation, engineering, and development. These activities include site and feasibility studies, power and land procurement, engineering and design work, customer engagement, and evaluation of potential financing and partnership structures.

Previous wording

For the three months ended March 31, 2026 and 2025, our Demand Response Business represented approximately 6% and 9% of total revenue, respectively.

Current wording

For the three months ended June 30, 2026 and 2025, our Demand Response Business represented approximately 2% and 3% of total revenue, respectively. For the six months ended June 30, 2026 and 2025, our Demand Response Business represented approximately 4% and 6% of total revenue, respectively.

Previous wording

As of March 31, 2026, we operate approximately 159 MW of capacity across three active sites located in Murray, Kentucky, Silverton, Texas, and Willacy County, Texas. An additional 47 MW is under construction at our Kati 1 project site and 100+ MW is in development at our Kati 2 project site, and as of March 31, 2026, we had over 900 MW of facilities in advanced development or near shovel-ready status. In total, our project pipeline includes approximately 4.3 gigawatts (GW) of renewable energy-powered data center developments.

Current wording

As of June 30, 2026, we operate approximately 192 MW of capacity across three active sites located in Murray, Kentucky, Silverton, Texas, and Willacy County, Texas. An additional 14 MW is under construction at our Kati 1 project site and 100+ MW is in development at our Kati 2 project site, and as of June 30, 2026, we had over 1.6 GW of facilities in advanced development status. In total, our project pipeline includes approximately 6.3 gigawatts (GW) of renewable energy-powered data center developments.

Previous wording

We finance the development and construction of our data centers through a combination of public equity offerings, debt instruments, and partnerships with project-level capital providers. As of March 31, 2026, we had four primary project-level financing partners:

Current wording

We finance the development and construction of our data centers through a combination of public equity offerings, debt instruments, and partnerships with project-level capital providers. As of June 30, 2026, we had five primary project-level financing partners:

Previous wording

•Spring Lane Capital (“SLC”) – A private venture capital firm with approximately $450 million in assets under management, focused on sustainability-oriented infrastructure. On May 3, 2022, SLC committed $35 million to finance Soluna’s Project Dorothy 1A (“D1A”). On July 22, 2024, SLC committed an additional $30 million to support the development of Soluna's Project Dorothy 2 ("D2"). On July 22, 2025, SLC committed an initial $20.0 million for the first phase of the construction on Project Kati 1, subject to customary conditions, in which the contribution cap is $48.98 million. Subsequent to March 31, 2026, the Company acquired SLC's membership interest in D1A and currently owns 100% of the issued and outstanding membership interests of D1A. SLC retains its membership interests in D2 and Project Kati 1.

Current wording

•Spring Lane Capital (“SLC”) – A private venture capital firm with approximately $450 million in assets under management, focused on sustainability-oriented infrastructure. On May 3, 2022, SLC committed $35 million to finance Soluna’s Project Dorothy 1A (“D1A”). On July 22, 2024, SLC committed an additional $30 million to support the development of Soluna's Project Dorothy 2 ("D2"). On July 22, 2025, SLC committed an initial $20.0 million for the first phase of the construction on Project Kati 1, subject to customary conditions, which the contribution cap was $48.98 million. On April 15, 2026, the Company acquired SLC's membership interest in D1A and currently owns 100% of the issued and outstanding membership interests of D1A. SLC retains its membership interests in D2 and Project Kati 1.

Previous wording

•Navitas West Texas Investments SPV, LLC (“Navitas”) – an investment vehicle organized by Navitas Global, a private equity firm focused on sustainable Bitcoin mining. On May 9, 2023, we entered into a strategic partnership with Navitas to support mining operations at Project Dorothy 1B (“D1B”).

Current wording

•Navitas West Texas Investments SPV, LLC (“Navitas”) – an investment vehicle organized by Navitas Global, a private equity firm focused on sustainable Bitcoin mining. On May 9, 2023, we entered into a strategic partnership with Navitas to support mining operations at Project Dorothy 1B (“D1B”). On May 19, 2026, we acquired Navitas's equity interest in D1B, giving us 100% equity ownership of D1B.

Previous wording

•Generate Capital (“Generate”) – a leading infrastructure investment firm. On September 12, 2025, we entered into a $100.0 million credit facility with Generate, in which as of March 31, 2026, we have drawn approximately $17.0 million to fund refinancing and construction of active data center projects. On April 1, 2026, an additional $12.5 million was drawn to fund a portion of the Briscoe Wind Farm acquisition as discussed in the recent developments note below.

Current wording

•Generate Capital (“Generate”) – a leading infrastructure investment firm. On September 12, 2025, we entered into a $100.0 million credit facility with Generate, in which we have a $35.5 million commitment and can additionally commit up to $64.5 million, if needed . As of June 30, 2026, we have drawn approximately $29.5 million to fund refinancing and construction of active data center projects and the Briscoe wind acquisition.

Previous wording

During 2023, we transitioned our flagship data center Project Dorothy from construction to operations. This data center is co-located with Briscoe Wind Farm, a 150 MW wind power generation facility in Silverton, Texas. The project comprises three phases: D1A (25 MW), and D1B (25 MW), and D2 (48 MW).

Current wording

During 2023, we transitioned our flagship data center Project Dorothy from construction to operations. This data center is co-located with Briscoe Wind Farm, a 150 MW wind power generation facility in Briscoe and Floyd Counties, Texas, adjacent to the Dorothy campus in Silverton, Texas. The project comprises three phases: D1A (25 MW), and D1B (25 MW), and D2 (48 MW).

Previous wording

On April 15, 2026, we acquired SLC's equity interest in D1A for $16.5 million and now own 100% of the issued and outstanding membership interests of D1A. The transaction gives us complete equity ownership of D1A, and will allow for the beginning of changing the business plan of our Dorothy projects to support AI workloads.

Current wording

D1A was constructed in partnership with SLC. On April 15, 2026, we acquired SLC's equity interest in D1A for $16.5 million and now own 100% of the issued and outstanding membership interests of D1A. The transaction gives us complete equity ownership of D1A, and will allow for the beginning of changing the business plan of our Dorothy projects to support AI workloads.

Previous wording

D1B is focused on proprietary Bitcoin Mining. D1B is co-owned by Navitas, which owns approximately 49% of the membership interests of D1B, while we own the remaining 51% of the membership interests. In 2025, fleet consolidation and reinvestment at D1B resulted in the deployment of 1,000 upgraded S19 XP miners.. In March 2026, we started 3.3 MWs of Bitcoin Hosting at D1B, in addition to the Bitcoin Mining at this project.

Current wording

D1B is primarily focused on proprietary Bitcoin Mining. D1B was co-owned with Navitas. In 2025, fleet consolidation and reinvestment at D1B resulted in the deployment of 1,000 upgraded S19 XP miners. In March 2026, we started 3.3 MWs of Bitcoin Hosting at D1B, in addition to the Bitcoin Mining at this project, and as of June 30, 2026 we have 7 MWs of Bitcoin Hosting and 18 MWs of proprietary Mining at D1B. On May 19, 2026, we acquired Navitas's equity interest in D1B for approximately $8.8 million. We now own 100% of the issued and outstanding membership interests in D1B.

Previous wording

D2 is a 48 MW expansion of the Company’s Dorothy campus, which construction and commissioning were completed in 2025. D2 is fully contracted with a mix of new and existing customers, including Blockware, Compass Mining, and a large-scale mining partner, and generates revenue through Bitcoin hosting and participation in demand response programs. D2 features a superior financial waterfall structure and enhanced management and development fees for Soluna compared to D1A, allowing us to benefit from improved income once the facility is operational.

Current wording

D2 is a 48 MW expansion of the Company’s Dorothy campus, which construction and commissioning were completed in 2025. D2 is fully contracted with a mix of new and existing customers, including Blockware, Compass Mining, and a large-scale mining partner, and generates revenue through Bitcoin hosting and participation in demand response programs. D2 features a superior financial waterfall structure and enhanced management and development fees for Soluna compared to D1A, allowing us to benefit from improved income.

Previous wording

Project Dorothy 3 is our next planned renewable-powered AI computing campus, advancing on 300 new acres adjacent to D1 and D2 in West Texas. Built on a foundation of vertically integrated wind generation and behind-the-meter infrastructure, Project Dorothy 3 is designed to support high-performance computing and generative AI workloads at scale.

Current wording

Project Dorothy 3 is our next planned renewable-powered AI computing campus, advancing on 300 new acres adjacent to D1 and D2 in North Texas. Built on a foundation of vertically integrated wind generation and behind-the-meter infrastructure, Project Dorothy 3 is designed to support high-performance computing and generative AI workloads at scale.

Previous wording

Project Grace is a 2 MW project located at the D2 focused on an AI pilot. The Company is collaborating with Siemens at Project Grace, a leading technology company in electrification, automation and digitalization, to develop solutions addressing power demand fluctuations associated with AI workloads. In March 2026, we began technical simulations with our Siemens to confirm that the selected technology solution meets ERCOT grid stability and low-voltage ride-through requirements for AI load integration.

Current wording

Project Grace is a 2 MW AI pilot project located at Project Dorothy 2. The Company is collaborating at Project Grace with Siemens, a leading technology company in electrification, automation and digitalization, to develop solutions addressing power demand fluctuations associated with AI workloads. In March 2026, we began technical simulations with Siemens to confirm that the selected technology solution meets ERCOT grid stability and low-voltage ride-through requirements for AI load integration. Project Grace will now be integrated into the Dorothy 3 AI campus plan and the Siemens collaboration will also transition.

Previous wording

Sophie is focused on Bitcoin Hosting of multiple large customers. The data center generates revenue via a combination of fixed services fees and profit share, while energy cost is passed through. During 2025, Sophie completed three consecutive expansion agreements with long-standing hyperscale mining customers, reflecting sustained demand and high satisfaction with our hosting customers. In addition, Sophie closed a new 3.3 MW partnership with KULR Technology Group in October 2025, diversifying the customer base and expanding the site's renewable-powered computing footprint.

Current wording

Sophie is focused on Bitcoin Hosting of multiple large customers. The data center generates revenue via a combination of fixed services fees and profit share, while energy cost is passed through. During 2025, Sophie completed three consecutive expansion agreements with long-standing hyperscale mining customers, reflecting sustained demand and high satisfaction with our hosting customers.

Previous wording

Project Kati 1 is the first phase of the Company’s data center campus under development in Willacy County, Texas, co-located with a 272.6 MW wind farm. Project Kati 1 comprises 83 MW dedicated to Bitcoin hosting. Construction began on September 18, 2025, and on July 22, 2025, the Company finalized a contribution agreement with SLC for the initial 35 MW of capacity, with initial energization beginning in the first quarter of 2026. Project Kati 1 started operating in February 2026, and completed 48MWs of construction on April 1, 2026, filled by Galaxy Digital, Inc.

Current wording

Project Kati 1 is the first phase of the Company’s data center campus under development in Willacy County, Texas, co-located with a 272.6 MW wind farm. Project Kati 1 comprises 83 MW dedicated to Bitcoin hosting. On July 22, 2025, the Company finalized a contribution agreement with SLC for the initial 35 MW of capacity, and construction began on September 18, 2025. Initial energization began in the first quarter of 2026 and Project Kati 1 commenced operations in February 2026. As of April 1, 2026, 48 MW of construction was complete, all of which is contracted to Galaxy Digital Qualified Opportunity Zone Business, LLC. As of June 30, 2026, 69 MWs of the site had been constructed; the remaining 14 MWs is expected to be completed in August 2026. Project Kati 1 mainly performs Bitcoin Hosting, with approximately 6 MWs as of June 30, 2026 performing proprietary mining at the site.

Previous wording

Project Kati 2 is the second phase of development at the Company’s Kati site in Willacy County, Texas, and is focused on supporting AI and high-performance computing workloads. The project is being advanced through a joint venture with Metrobloks to develop an initial phase of 100 MW+ CIT (and upwards of 350MW CIT) of AI and HPC capacity, with the potential to expand to a larger multi-hundred-megawatt deployment. The campus is designed to leverage behind-the-meter integration with renewable energy and support customers requiring large-scale, high-density compute infrastructure with accelerated time to power. Discussions began in December 2025 with potential customers for the data center campus. In March and April of 2026 those discussions continue several additional potential customers. The final stages of the design RFP were completed in April 2026 and design work is set to begin in May 2026.

Current wording

Project Kati 2 is the second phase of development at the Company's Kati site in Willacy County, Texas, and is focused on supporting AI and high-performance computing workloads. The project is being advanced through a joint venture with Metrobloks to develop an initial phase of 112 MW+ CIT (and upwards of 350 MW CIT) of AI and HPC capacity, with the potential to expand to a larger multi-hundred-megawatt deployment. The parties signed a definitive joint venture agreement, replacing a prior non-binding memorandum of understanding. The campus is designed to leverage behind-the-meter integration with renewable energy and support customers requiring large-scale, high-density compute infrastructure with accelerated time to power.

Previous wording

We are developing Project Rosa in Snyder, Texas, which is expected to be up to 187 MW of data center capacity for AI and Bitcoin Hosting and other computing-intensive applications. It will be co-located with a 242.5 MW wind farm. We have signed term sheets for both power and land purchase agreements in connection with this project.

Current wording

We have signed a term sheet for power for Project Rosa, a new data center in Snyder, Texas, co-located with a 242 MW wind farm. Rosa is expected to be up to 242 MW of data center capacity for AI and high performance computing. We have signed term sheets for land purchase agreements in connection with this project.

Previous wording

We have signed a term sheet for power for Project Hedy, a new 120 MW data center co-located with a 200 MW wind farm in South Texas. The wind farm is owned by a new power partner–a multinational conglomerate that focuses on developing and managing sustainable infrastructure solutions, with a strong emphasis on renewable energy, water management, and services, aiming to contribute to a low-carbon economy and a better planet.

Current wording

We have signed a term sheet for power for Project Hedy, a new 198 MW data center co-located with a 198 MW wind farm in South Texas. The wind farm is owned by a new power partner–a multinational conglomerate that focuses on developing and managing sustainable infrastructure solutions, with a strong emphasis on renewable energy, water management, and services, aiming to contribute to a low-carbon economy and a better planet. We are negotiating Power Purchase Agreements with the power partner for this project.

Previous wording

We have signed a term sheet for power for Project Ellen, a new 100 MW data center co-located with a 145 MW wind farm in South Texas. The wind farm is owned by a new power partner—a leader in renewable energy and sustainable infrastructure both in the U.S. and internationally. Project Ellen will be developed in two 50MW phases, leveraging wind energy to drive sustainable computing at scale.

Current wording

We have signed a term sheet for power for Project Ellen, a new 145 MW data center co-located with a 145 MW wind farm in South Texas. The wind farm is owned by a new power partner—a leader in renewable energy and sustainable infrastructure both in the U.S. and internationally. Project Ellen will be developed in phases, leveraging wind energy to drive sustainable computing at scale. Power Purchase Agreements are being drafted with the power partner.

Previous wording

We have signed a term sheet for power for Project Annie, a new 74 MW data center which will be co-located with a 114 MW solar farm in Northeast Texas. The solar farm is owned by a new power partner–a leader in renewable energy and sustainable infrastructure both in the U.S. and internationally.

Current wording

We have signed a term sheet for power for Project Annie, a new 74 MW data center which will be co-located with a 114 MW solar farm in Northeast Texas. The solar farm is owned by a new power partner–a leader in renewable energy and sustainable infrastructure both in the U.S. and internationally. Power Purchase Agreements are being drafted with the power partner.

Previous wording

We have signed a term sheet for power for Project Fei, a 100 MW data center in development which will be co-located with a 240 MW utility-scale solar farm, Soluna’s second solar-based project to date. Being developed in partnership with a global leader in energy infrastructure investment, Project Fei will convert underutilized solar energy into clean, high-performance computing power. The project is currently advancing through land acquisition, power contract negotiation, and ERCOT interconnection planning.

Current wording

We have signed a term sheet for power for Project Fei, a 240 MW data center in development which will be co-located with a 240 MW utility-scale solar farm, Soluna’s second solar-based project to date. Being developed in partnership with a global leader in energy infrastructure investment, Project Fei will convert underutilized solar energy into clean, high-performance computing power. The project is currently advancing through land acquisition, power contract negotiation, and ERCOT interconnection planning. Power Purchase Agreements are being drafted with the power partner.

Previous wording

•Grow Pipeline: Expand Soluna’s Renewable Computing(™) pipeline by advancing projects inour 4.3 GW+power pipeline to shovel-ready status and securing behind-the-meter access to curtailed energy resources. Enable scalable capacity with accelerated speed to power.

Current wording

•Grow Pipeline: Expand Soluna’s Renewable Computing(™) pipeline by advancing projects inour 6.3 GW+power pipeline to shovel-ready status and securing behind-the-meter access to curtailed energy resources. Enable scalable capacity with accelerated speed to power.

Previous wording

•Develop AI: Advance Project Kati 2 with Metrobloks to shovel-ready and tenant-ready, in addition to advancing Project Dorothy 3 to shovel-ready and tenant-ready. Build a pipeline of AI-ready campuses designed for rapid deployment from the 4.3GW+ pipeline through joint ventures.

Current wording

•Develop AI: Advance Project Kati 2 with Metrobloks to shovel-ready and tenant-ready, in addition to advancing Project Dorothy 3 to shovel-ready and tenant-ready. Build a pipeline of AI-ready campuses designed for rapid deployment from the 6.3GW+ pipeline through joint ventures.

Previous wording

On April 1, 2026, Soluna DV Wind SponsorCo, LLC (the “Tranche C Borrower”), a wholly owned indirect subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Briscoe MIPA”) with Briscoe Wind Project Holdings I, LLC, JPM Capital Corporation, and Morgan Stanley Wind LLC (collectively, the “Briscoe Sellers”), pursuant to which the Tranche C Borrower acquired 100% of the issued and outstanding equity interests in Briscoe Wind Farm, LLC, a Delaware limited liability company (the “Briscoe Project Company”), from the Briscoe Sellers. The Briscoe Project Company owns an approximately 150 MW nameplate capacity wind generation project located in Briscoe and Floyd counties, Texas (the “Briscoe Project”). The closing of the acquisition (the “Briscoe Project Acquisition”) occurred simultaneously with the execution of the Briscoe MIPA on April 1, 2026. The aggregate closing payment under the Briscoe MIPA was approximately $53,000,000.

Current wording

On April 1, 2026, Soluna DV Wind SponsorCo, LLC (the “Tranche C Borrower”), a wholly owned indirect subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Briscoe MIPA”) with Briscoe Wind Project Holdings I, LLC, JPM Capital Corporation, and Morgan Stanley Wind LLC (collectively, the “Briscoe Sellers”), pursuant to which the Tranche C Borrower acquired 100% of the issued and outstanding equity interests in Briscoe Wind Farm, LLC, a Delaware limited liability company (the “Briscoe Project Company”), from the Briscoe Sellers. The Briscoe Project Company owns an approximately 150 MW nameplate capacity wind generation project located in Briscoe and Floyd Counties, Texas, adjacent to the Company's Dorothy campus in Silverton (the “Briscoe Project”). The closing of the acquisition (the “Briscoe Project Acquisition”) occurred simultaneously with the execution of the Briscoe MIPA on April 1, 2026. The aggregate closing payment under the Briscoe MIPA was approximately $53.0 million.

Previous wording

The acquisition is expected to be immediately accretive, with substantial forward looking growth in revenue and Adjusted EBITDA. 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 positioned 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+.

Current wording

With this acquisition, Soluna achieves full vertical integration for Project Dorothy, owning both the renewable energy source and the data center infrastructure it powers.

Previous wording

Among other changes, the Amendment: (i) adds the Tranche C Borrower as a new borrower and guarantor; (ii) establishes Tranche C loan commitments of $12,500,000 to finance the Briscoe Project Acquisition; (iii) adds the Briscoe Project Company as a guarantor following the acquisition; and (iv) includes the Briscoe Project as a new project under the Amended Credit Agreement.

Current wording

Among other changes, the Amendment added the Tranche C Borrower and the Briscoe Project Company as borrower and guarantor, established $12.5 million of Tranche C commitments to finance the Briscoe Project Acquisition, and added the Briscoe Project as a project under the Amended Credit Agreement. See Note 10 for further details.

Previous wording

On April 15, 2026, we acquired SLC's equity interest in D1A for $16.5 million. The transaction gives us complete equity ownership of D1A, and marks the second major step in the Company’s vertical integration of the Dorothy campus, following the $53 million acquisition of the Briscoe Wind Farm earlier in April. With full ownership of D1A and Briscoe providing 150 megawatts of owned renewable power, we are positioning ourselves to convert the Dorothy campus to AI computing as Dorothy 3 development advances and opens the door to bringing new equity partners onto the site on terms aligned with the Company’s AI-first strategy.

Current wording

On April 15, 2026, we acquired SLC's equity interest in D1A for $16.5 million. The transaction gives us complete equity ownership of D1A, and marks the second major step in the Company’s vertical integration of the Dorothy campus, following the $53 million acquisition of the Briscoe Wind Farm earlier in April.

Previous wording

The $16.5 million acquisition will be paid in cash in two installments: $6 million at closing, with the balance due in July 2026. To finance a portion of the transaction, we signed an unsecured promissory note with a lender in the principal amount of $12 million, maturing on May 15, 2027, which closed concurrently with the acquisition

Current wording

The $16.5 million acquisition was paid in cash in two installments: $6 million at closing, with the balance paid in June 2026. To finance a portion of the transaction, we signed an unsecured promissory note with a lender in the principal amount of $12 million, maturing on May 15, 2027. We paid off the unsecured promissory note of $12 million by June 2026.

Previous wording

Demand Response Service: Demand response service revenue increased during the three months ended March 31, 2026, compared to the same period in 2025, which was due to D2 becoming operational in the second quarter of 2025, and as such no revenue was generated from the site during the first quarter of 2025.

Current wording

Demand Response Service Revenue: Demand response service revenue increased during the three months ended June 30, 2026, compared to the same period in 2025, which was due to D2 becoming operational in the second quarter of 2025 and Kati 1 becoming operational in the first quarter of 2026, and as such minimal revenue was generated from those sites during the second quarter of 2025.

Previous wording

The decrease in the cost of cryptocurrency mining revenue for the three months ended March 31, 2026, compared to the same period in 2025, was primarily driven by lower electricity consumption and associated operating expenses, reflecting a reduction in total power utilization during the period.

Current wording

The decrease in the cost of cryptocurrency mining revenue for the three months ended June 30, 2026, compared to the same period in 2025, was primarily driven by lower electricity consumption and associated operating expenses, reflecting a reduction in total power utilization during the period. In addition, D1B began hosting services and was generating lower proprietary mining power. Following the Briscoe acquisition, energy that our Dorothy projects purchased from the Briscoe Wind Farm is an intercompany cost that is eliminated in consolidation.

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Rearranged current paragraphs (12)

Current report — wording carried from elsewhere

For the six months ended June 30, 2026 and 2025, our Bitcoin / Data Center Hosting Business accounted for approximately 79% and 46% of total revenue, respectively. Revenue in this business has been concentrated among a limited number of customers. For the six months ended June 30, 2026, four customers accounted for 79% of hosting revenue and 63% of total revenue.

Current report — wording carried from elsewhere

We did not recognize a gain on debt extinguishment for the three months ended June 30, 2025.

Current report — wording carried from elsewhere

Net loss attributable to non-controlling interest: We incurred a net loss attributable to non-controlling interest for the three months ended June 30, 2026 of approximately$1.9 million compared to net loss attributable to non-controlling interest for the three months ended June 30, 2025 of$398 thousand, an increase in net loss attributable to non-controlling interest of approximately$1.5 million. The increase in net loss attributable to non-controlling interest was mainly attributable to Project Kati 1 just starting energization in the first quarter of 2026 and continuing to increase energization by June 30, 2026, whereas no costs were associated for the second quarter of 2025. Also, for Project Kati 1, we wrote off the loan commitment asset with Generate, reported as interest expense for the three months ended June 30 2026, which affected the net loss attributable to non-controlling interest. In addition, the Company acquired 100% membership interests of D1A and D1B in the second quarter of 2026, as such, we saw declines compared to the non-controlling interest in the prior comparable quarter at those entities. These declines were offset by Project Dorothy 2, as it had a full quarter of site energization and generating revenue, whereas in the second quarter of 2025, the project was generating mainly costs with little revenue being earned as it was not yet fully energized.

Current report — wording carried from elsewhere

The following table summarizes changes in the various components of our net loss during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current report — wording carried from elsewhere

Cost of Cryptocurrency Mining Revenue, exclusive of depreciation: Cost of cryptocurrency mining revenue includes direct utility costs, site overhead expenses, and overhead costs attributable to the operations of our cryptocurrency mining facilities in Texas.

Current report — wording carried from elsewhere

Cost of Data Hosting Revenue, exclusive of depreciation: Cost of data hosting revenue includes direct utility costs, site overhead expenses, and overhead costs attributable to the operations of data hosting facilities in Kentucky and Texas.

Current report — wording carried from elsewhere

Cost of data hosting increased for the six months ended June 30, 2026, compared to the same period in 2025. This increase was primarily driven by the initial energization of the D2 facility during the second quarter of 2025 and the subsequent increase in MWs capacity and associated operating costs during 2026, in addition to the initial energization of Project Kati during the first quarter of 2026, with no comparable costs incurred in the prior year. Project Dorothy 1B also began hosting services, therefore increasing costs in relation to data hosting for the six months ended June 30, 2026.

Current report — wording carried from elsewhere

Cost of Data Hosting Revenue- depreciation: Cost of data hosting revenue-depreciation increased mainly due to D2 becoming energized during fiscal year 2025, and Project Kati beginning initial energization in the first quarter of 2026.

Current report — wording carried from elsewhere

General and Administrative Expenses, exclusive of depreciation and amortization: General and administrative expenses, exclusive of depreciation and amortization include cash and non-cash compensation, benefits, and related costs in support of our general corporate operations, including general management, finance and accounting, human resources, marketing, information technology, corporate development, and legal services.

Current report — wording carried from elsewhere

•Salaries and employee benefits increased approximately $1.8 million, to $5.1 million for the six months ended June 30, 2026, compared to $3.2 million for the six months ended June 30, 2025. The increase was primarily attributable to accruals for incentive-based compensation, higher employee benefits premiums and plan costs, and additional payroll taxes and benefits costs associated with cost-of-living adjustments to senior executive compensation and incremental headcount added during the period.

Current report — wording carried from elsewhere

•All other fluctuations within general and administrative expenses for the period were not material to the overall results of operations.

Current report — wording carried from elsewhere

Depreciation and Amortization associated with general and administrative expenses: Depreciation and amortization expense was approximately $4.8 million and $4.8 million for the six months ended June 30 2026, and 2025. The expense primarily relates to the amortization of the strategic pipeline contract acquired in October 2021.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

In March 2025, we terminated our prior agreement with Hewlett Packard Enterprise Company (“HPE”), which had supported our earlier GPU-as-a-Service offering. Following that termination, we refocused our HPC strategy on the development of dedicated data center infrastructure for third-party leasing and hosting.

Previous report — wording carried elsewhere

“Green Cloud Secured Note”). The Green Cloud Secured Note accrues interest at a rate 9.0% per annum, subject to adjustment upon an event of default. The Green Cloud Secured Note matures on June 20, 2027. In relation to the Green Cloud Secured Note, as of March 31, 2026, the Company had an outstanding principal balance of approximately $7.3 million.