Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Briscoe Wind Farm Acquisition

On April 1, 2026, Soluna DV Wind SponsorCo, LLC (the "Tranche C Borrower"), a wholly owned indirect subsidiary of Soluna Holdings, Inc. (the "Company"), entered into a Membership Interest Purchase Agreement (the "MIPA") with Briscoe Wind Project Holdings I, LLC, JPM Capital Corporation, and Morgan Stanley Wind LLC (collectively, the "Sellers"), pursuant to which the Tranche C Borrower acquired one hundred percent (100%) of the issued and outstanding equity interests in Briscoe Wind Farm, LLC, a Delaware limited liability company (the "Briscoe Project Company"), from the Sellers. The Briscoe Project Company owns an approximately 149.85 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 MIPA on April 1, 2026.

The aggregate closing payment under the MIPA was approximately $53,000,000. In connection with the closing, the Sellers' existing credit facility and subordinated notes encumbering the Briscoe Project Company were repaid in full and all related liens were released. The MIPA contains customary representations and warranties of the Sellers regarding the Sellers and the Briscoe Project Company, and the Tranche C Borrower obtained a buyer-side representations and warranties insurance policy in connection with the transaction.

Additional Information

The foregoing summary of the MIPA does not purport to be complete and is qualified in its entirety by reference to the full text of the MIPA, by and among the parties named therein, a copy of which is attached hereto as Exhibit 10.1, and is incorporated in its entirety herein by reference.

Credit and Guaranty Agreement and Consent and Amendment No. 1

As previously disclosed, on September 12, 2025, the Company caused its subsidiaries Soluna DVSL ComputeCo, LLC ("Dorothy 1A Borrower"), Soluna DVSL II ComputeCo, LLC ("Dorothy 2 Borrower"), and Soluna KK I ComputeCo, LLC (collectively with Dorothy 1A Borrower and Dorothy 2 Borrower, the "Existing Borrowers") to enter into a Credit and Guaranty Agreement (the "Credit Agreement") with Generate Lending, LLC, as administrative agent and collateral agent (the "Agent"), and Generate Strategic Credit Master Fund I-A, L.P. (the "Lender"). The Credit Agreement provides for senior secured term loan commitments in an aggregate principal amount of up to $35.5 million, comprised of (i) Tranche A-1 ($5.5 million), (ii) Tranche A-3 ($11.5 million), and (iii) Tranche B ($18.5 million). In addition, the Credit Agreement permits the Existing Borrowers to request one or more Additional Tranche Loan Commitments (as defined in the Credit Agreement), in the aggregate amount of up to $64.5 million, subject to the approval of the Lender and the Agent, for project-level financing of eligible projects.

On April 1, 2026, in connection with the Briscoe Project Acquisition, the Company caused the Existing Borrowers and the Tranche C Borrower (collectively, the "Borrowers") to enter into Consent and Amendment No. 1 to the Credit Agreement and Amendment No. 1 to the Pledge Agreement (the "Amendment", and the Credit Agreement, as amended by the Amendment, the "Amended Credit Agreement") with the Agent and the Lender. The Amendment became effective on April 1, 2026 (the "First Amendment Effective Date").

Under the Amended Credit Agreement: (i) Tranche A-1 and Tranche A-3 loan commitments finance the Dorothy 1A Project and the Dorothy 2 Project, respectively; and (ii) Tranche B loan commitments finance the development and construction of the Kati Project.

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.

The Tranche C loans bear interest at a variable rate based on either ABR or Term SOFR, with margins of 8.0% per annum for SOFR loans and 7.0% per annum for ABR loans. They are also subject to scheduled amortization and mandatory cash sweep prepayments. In connection with the Amendment, the Company issued warrants to purchase shares of common stock to the Holder (as defined below) on the First Amendment Effective Date.