Soluna Holdings increases authorized common stock to 1 billion shares

Soluna Holdings, Inc. stockholders approved a significant expansion of the company's equity structure on October 16, 2026, voting to increase the number of authorized common shares from 375,000,000 to 1,000,000,000. The amendment to the company's Articles of Incorporation was filed with the Secretary of State of Nevada on the same day and became effective immediately.

The vote on the Proposal to Increase Authorized Shares received 144,378,143 votes in favor, 13,309,538 against, and 496,920 abstentions. This change allows Soluna Holdings to issue a substantially larger pool of common stock, par value $0.001 per share, which is currently traded on the Nasdaq Stock Market LLC under the symbol SLNH. The company also lists 9.0% Series A Cumulative Perpetual Preferred Stock under the symbol SLNHP.

The annual meeting also resulted in the election of three directors to Class III positions, serving three-year terms until the 2029 annual meeting. William Hazelip was elected as an independent director with 86,060,721 votes in favor and 9,310,875 withheld. Michael Toporek was elected as a non-independent director with 91,940,521 votes in favor and 3,431,075 withheld. Daniel Golding was elected as a non-independent director with 94,735,702 votes in favor and 635,894 withheld. All three directors received 62,813,005 broker non-votes.

Stockholders also approved the Say-on-Pay Proposal on an advisory basis, with 80,736,111 votes in favor and 14,262,456 against. The Auditor Ratification Proposal was approved with 157,054,020 votes in favor and 897,391 against, confirming KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2026.

A key component of the meeting involved the Exchange Cap Proposal, which was approved to comply with Nasdaq Listing Rule 5635(d). This proposal permits the potential issuance of 20% or more of the company's issued and outstanding common stock pursuant to a Standby Equity Purchase Agreement dated March 24, 2026. The agreement is between Soluna Holdings and YA II PN, Ltd. The vote recorded 89,707,854 in favor and 5,440,475 against.

The final proposal at the meeting was for adjournment in the event of insufficient votes for any other proposal. This was approved with 141,738,731 votes in favor and 15,777,425 against. The Form 8-K report was signed by Michael Picchi, Chief Financial Officer, on October 19, 2026.