v3.25.2
Stock Based Compensation
6 Months Ended
Jun. 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 six months ended June 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 and six months ended June 30, 2025, the Company awarded the following under the 2021 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   2,140,683   $0.64 
Restricted Stock Units – Common Stock   32,000   $0.63 
    2,172,683      

 

1,201,312 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, 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 and six months ended June 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 – Preferred A Stock   1,892,300   $2.50 
    2,374,578      

 

During the three and six months ended June 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 
    667,489      

 

25,309 of the restricted stock awards vest immediately, 2,022,246 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, and 304,289 of the restricted stock awards vest 33% on June 1, 2025, 33% on June 1, 2026 and 34% on June 1, 2027.

 

 

No options were granted under the 2021 Plan and the 2023 Plan for the three and six months ended June 30, 2025 and June 30, 2024.

 

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 June 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 June 30, 2025, unrecognized compensation cost related to unvested Awards was approximately $9.3 million. That cost is expected to be recognized over a weighted-average period of approximately 1.5 years.