On April 1, 2026 (the “Closing Date”), Soluna DV Wind SponsorCo, LLC (the “Tranche C Borrower”), a wholly owned indirect subsidiary of the Company, completed the acquisition of 100% of the issued and outstanding membership interests in Briscoe Wind Farm, LLC (“Briscoe”) pursuant to 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”).

Through the MIPA, the Tranche C Borrower acquired an approximately 150-megawatt (“MW”) nameplate-capacity wind-powered electric generation facility (the “Briscoe Project”) located in Briscoe and Floyd Counties, Texas, adjacent to the Company's Dorothy campus in Silverton. The Briscoe Project has been in commercial operation since November 13, 2015, and consists of 81 wind turbines.

Simultaneous with the closing of the MIPA, the Sellers’ pre-existing credit facilities, subordinated notes, and tracking account liability encumbering Briscoe were repaid in full from the proceeds received from the Company, and all related liens were released. Accordingly, none of such indebtedness was assumed by the Company.

The Company evaluated the acquisition under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Because substantially all of the fair value of the gross assets acquired is concentrated in the Briscoe Project wind generation facility and its directly associated assets—comprising a single group of similar identifiable assets—the acquisition does not meet the definition of a business under ASC 805-10-55. Accordingly, the transaction has been accounted for as an asset acquisition pursuant to ASC 805-50.

Under asset acquisition accounting, transaction costs directly attributable to the acquisition are capitalized as part of the cost of the acquired assets rather than expensed as incurred. The total acquisition cost of approximately $55.9 million, inclusive of base purchase price of $53.0 million, closing net working capital adjustments of approximately $1.4 million and capitalized out-of-pocket transaction costs of approximately $1.5 million, is allocated to the identifiable assets acquired and liabilities assumed on the basis of their relative fair values at the Closing Date. No goodwill is recognized in an asset acquisition.

The total acquisition cost of approximately $55.9 million has been allocated to the identifiable assets acquired and liabilities assumed as of the Closing Date based on their relative fair values, as follows:


(Dollars in thousands)	April 1, 2026
Cash	$	1,055
Restricted cash, current	3,389
Accounts receivable	1,492
Prepaid expenses and other current assets	2
Other long term assets	20
Operating lease right-of-use assets	3,933
Property, plant and equipment	51,572
Power Purchase Agreement intangible asset	2,650
Accounts payable	(441)
Accrued liabilities	(219)
Operating lease liability, current	(43)
Operating lease liability, noncurrent	(3,966)
Asset retirement obligation	(3,585)
Net assets acquired	$	55,859

In connection with the closing, the Company amended its existing Credit Agreement with Generate Lending, LLC to establish a new Tranche C Loan Commitment of $12.5 million (the “Tranche C Loan”) to finance the acquisition, with a corresponding reduction of the unfunded Tranche B Loan Commitment by $12.5 million. The unamortized deferred financing costs of approximately $2.0 million associated with the $12.5 million reduction in the Tranche B Loan Commitment were written off upon execution of the amendment and are reflected as loss on extinguishment of debt in the condensed consolidated statements of operations for the three and six months ended June 30, 2026.

Debt issuance costs of approximately $977 thousand were deducted from gross proceeds, resulting in net proceeds of approximately $11.5 million. Concurrently, the Company issued to Generate Strategic Credit Master Fund I-B, L.P., an affiliate of the Lender, in a private placement: (i) a pre-funded warrant to purchase up to 700,000 shares of Common Stock; (ii) a common warrant to purchase up to 1,350,000 shares of Common Stock; and (iii) a common warrant to purchase up to 650,000 shares of Common Stock. The warrants were initially measured at fair value at approximately $1.6 million, and are classified as equity instruments; they are not subject to subsequent remeasurement. The fair value of the warrants were recorded as a discount on the Tranche C Loan, and will be amortized over the life of the Tranche C Loan. See Note 10 for details.