XML 33 R20.htm IDEA: XBRL DOCUMENT
v3.25.3

Stock Based Compensation | 9 Months Ended
--- | ---
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock Based Compensation | 12. Stock Based Compensation The Company currently issues awards under the Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan, as amended (the “2021 Plan”), and the Soluna Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan, as amended (the “2023 Plan”). There were no amendments to the 2021 Plan or the 2023 Plan during the three and nine months ended September 30, 2025. For further details regarding our stock-based compensation plans and the methods and assumptions used in the determination of the fair value of stock-based awards, refer to our Annual Report on Form 10-K filed with the SEC on March 31, 2025. During the three months ended September 30, 2025, the Company did not grant any awards under the 2021 Plan. During the three months ended September 30, 2025, the Company awarded the following under the 2023 Plan: Schedule of Restricted Stock Share Based Compensation
Award Type |  | Number of Awards |  |  | Fair Value/Closing Market Price at Grant |
Restricted Stock Awards – Common Stock |  |  | 2,751,078 |  |  | $ | 0.47 |
1,618,805 of the restricted stock awards vest at separation from the Company and 1,132,273 of the restricted stock awards vest 33% on September 1, 2026, 33% on September 1, 2027 and 34% on September 1, 2028. During the nine months ended September 30, 2025, the Company awarded the following under the 2021 Plan:
Award Type |  | Number of Awards |  |  | Fair Value/Closing Market Price at Grant |
Restricted Stock Awards – Common Stock |  |  | 2,140,683 |  |  | $ | 0.64 |
Restricted Stock Units – Common Stock |  |  | 32,000 |  |  | $ | 0.63 |
|  |  | 2,172,683 |  |  |  |  |
During the nine months ended September 30, 2025, the Company awarded the following under the 2023 Plan:
Award Type |  | Number of Awards |  |  | Fair Value/Closing Market Price at Grant |
Restricted Stock Awards – Common Stock |  |  | 2,751,078 |  |  | $ | 0.47 |
2,820,117 of the restricted stock awards vest at separation from the Company, 939,371 of the restricted stock awards vest 33% on June 1 ,2026, 33% on June 1, 2027 and 34% on June 1, 2028, 1,132,273 of the restricted stock awards vest 33% on September 1, 2026, 33% on September 1, 2027 and 34% on September 1, 2028 and 32,000 of the restricted stock units vest 33% on June 3, 2026, 33% on June 3, 2027 and 34% on June 3, 2028. During the three months ended September 30, 2024, the Company awarded the following under the 2021 Plan:
Award Type |  | Number of Awards |  |  | Fair Value/Closing Market Price at Grant |
Restricted Stock Awards – Common Stock |  |  | 542,896 |  |  | $ | 3.96 |
During the three months ended September 30, 2024, the Company awarded the following under the 2023 Plan:
Award Type |  | Number of Awards |  |  | Fair Value/Closing Market Price at Grant |
Restricted Stock Awards – Common Stock |  |  | 645,795 |  |  | $ | 3.96 |
12,844 of the restricted stock awards vested immediately, 682,526 of the restricted stock awards vest at separation from the Company, 14,505 of the restricted stock awards vested on June 1, 2025, 14,894 of the restricted stock awards vest on June 1, 2026, 1,710 of the restricted stock awards vest on June 1, 2027, and 462,212 of the restricted stock awards vest 33% on September 1, 2025, 33% on September 1, 2026 and 34% on September 1, 2027. During the nine months ended September 30, 2024, the Company awarded the following under the 2021 Plan:
Award Type |  | Number of Awards |  |  | Fair Value/Closing Market Price at Grant |
Restricted Stock Awards – Common Stock |  |  | 391,544 |  |  | $ | 1.52 |
Restricted Stock Awards – Common Stock |  |  | 90,734 |  |  | $ | 2.41 |
Restricted Stock Awards – Common Stock |  |  | 542,896 |  |  | $ | 3.96 |
Restricted Stock Awards – Preferred A Stock |  |  | 1,892,300 |  |  | $ | 2.50 |
|  |  | 2,917,474 |  |  |  |  |
During the nine months ended September 30, 2024, the Company awarded the following under the 2023 Plan:
Award Type |  | Number of Awards |  |  | Fair Value/Closing Market Price at Grant |
Restricted Stock Awards – Common Stock |  |  | 610,234 |  |  | $ | 1.52 |
Restricted Stock Awards – Common Stock |  |  | 57,255 |  |  | $ | 2.41 |
Restricted Stock Awards – Common Stock |  |  | 645,795 |  |  | $ | 3.96 |
|  |  | 1,313,284 |  |  |  |  |
38,153 of the restricted stock awards vested immediately, 2,704,772 of the restricted stock awards vest at separation from the Company, 690,223 of the restricted stock awards vest 33% on June 1, 2024, 33% on June 1, 2025 and 34% on June 1, 2026, 304,289 of the restricted stock awards vest 33% on June 1, 2025, 33% on June 1, 2026 and 34% on June 1, 2027, 14,505 of the restricted stock awards vest on June 1, 2025, 14,894 of the restricted stock award vest on June 1, 2026, 1,710 of the restricted stock awards vest on June 1, 2027, and 462,212 of the restricted stock awards vest 33% on September 1, 2025, 33% on September 1 , 2026 and 34% on September 1, 2027. No options were granted under the 2021 Plan and the 2023 Plan for the three and nine months ended September 30, 2025 and September 30, 2024. During August 2025, upon the successful election to the Board, certain Awards with separation vesting incurred an extension of the vesting term by three years. As such, a modification occurred. All such unvested equity awards were probable of vesting as of the modification date and the change was accounted for as a Type I modification. In a Type I modification, the Company is required to calculate the incremental difference of the awards, which equals the difference of new award value inclusive of estimated forfeitures and the fair value of the original award as of the modification date. As of the modification date, there is no reversal or adjustment of previously recognized stock compensation expense. The modification related to 492,645 awards of restricted stock granted to two board members. There was no incremental compensation cost resulting from the modification since the awards are grants of restricted stock. The difference between the fair value of the original award as of the modification date and the fair value of the new award as of the modification date are identical, as fair value is determined based on the stock price as of that date. During April 2024, the Company cancelled certain vested Awards and modified the terms of certain unvested Awards, to permit different settlement outcomes. The service period and vesting terms were changed at the time of modification. All such vested Awards were fully vested as of the cancellation date and all compensation cost had been recognized. All such unvested equity awards were probable of vesting as of the modification date and the change was accounted for as a Type I modification. In a Type I modification, the Company is required to calculate the incremental difference of the awards, which equals the difference of new award value inclusive of estimated forfeitures and the fair value of the original award as of the modification date. As of the modification date, there is no reversal or adjustment of previously recognized stock compensation expense. The modification related to the cancellation of 48,547 under the water stock options granted to eight board members. The options were replaced with new awards of restricted stock. The amount of incremental compensation cost resulting from the modification was approximately $4.0 million. The Company will recognize the compensation expense on a straight-line basis over the service period for the entire Awards. Accordingly, as of September 30, 2025 and December 31, 2024, the Awards from the Plans are presented within the stockholders’ equity section of the Company’s balance sheet. As of September 30, 2025, unrecognized compensation cost related to unvested Awards was approximately $8.2 million. That cost is expected to be recognized over a weighted-average period of approximately 1.5 years.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration