Soluna (SLNH) Proxy Filing summary

Executive summary

• Shareholders are being asked to approve an increase in authorized common shares from 75 million to 375 million to support the next phase of growth and maintain momentum in renewable-powered computing projects.

• Recent achievements include surpassing 1 GW of renewable-powered projects, breaking ground on a 166 MW wind-powered facility in Texas, and securing a $100 million credit facility.

• The proposal aims to provide flexibility for financing, strategic partnerships, acquisitions, and strengthening the balance sheet.

• The increase aligns the company with industry peers, whose authorized shares range from 400 million to nearly 1 billion.

Voting matters and shareholder proposals

• The main proposal is to increase authorized shares from 75 million to 375 million, a 300 million share increase.

• Shareholders are encouraged to vote FOR all proposals at the Special Meeting on November 7, 2025.

• At least 1% of outstanding shares must vote to reach quorum, and a majority of those voted must approve the proposals.

• Without approval, alternatives include a reverse stock split, raising money on less favorable terms, or borrowing.

Board of directors and corporate governance

• The board and management seek flexibility to fund growth, support partnerships, and maintain competitiveness.

• The board emphasizes that authorizing more shares does not mean immediate issuance, but provides options for future capital needs.