Terms

Series

9.0% Series A Cumulative Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

9%

Rate Type

Fixed

Annual Dividend

$2.25

Payment Frequency

Monthly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

August 23, 2026

First Call Price

$25.00

Capital Stack Ranking

Junior To: Any Future Senior Stock (None Currently Outstanding), All Existing And Future Indebtedness, Liabilities Of Subsidiaries; Pari Passu With: Any Future Parity Stock (None Currently Outstanding); Senior To: Common Stock, All Other Capital Stock Expressly Designated As Junior To The Series A Preferred Stock

Regulatory (Basel III) Call

No

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Prospectus Summary

Soluna Holdings, Inc. (Nasdaq: SLNHP) is offering shares of its 9.0% Series A Cumulative Perpetual Preferred Stock with a $25.00 liquidation preference per share and no stated maturity date. This is a re-opening of an original August 2021 issuance, with the new shares fungible with the 806,585 shares already outstanding. Dividends accrue at $2.25 per share annually (9.0% of the $25.00 liquidation preference) and are paid monthly in arrears on the last day of each month. The stock is cumulative, meaning any unpaid dividends accumulate and must be paid in full before the Company can pay dividends on common stock or junior securities. The Company may redeem the shares at $25.00 on or after August 23, 2026. The Series A Preferred Stock ranks senior to Soluna's common stock and any other capital stock expressly designated as junior, but junior to all existing and future indebtedness (including the company's outstanding secured convertible notes) and structurally subordinated to the obligations of its operating subsidiaries (Soluna Computing and MTI Instruments). No senior preferred stock currently exists, though the company reserves the right to issue it subject to limited holder voting protections. There is no regulatory capital call provision, as Soluna is not a bank or regulated financial institution. Holders do have a contingent right to convert into common stock upon a Delisting Event or Change of Control, providing a degree of downside protection. At the $25.00 liquidation preference, the annual yield is 9.0%, equating to approximately $0.1875 per share per month. As of the preliminary filing date, the Series A traded at approximately $22.50, implying a market yield of roughly 10%. Dividends are paid monthly on the last day of each month; the record date convention is not explicitly specified in this filing. As dividends from a domestic C-corporation, they would generally qualify for the preferential 15%/20% qualified dividend income (QDI) rate for individual holders and the dividends-received deduction (DRD) for eligible corporate holders, though the prospectus does not explicitly confirm this. The dividend stopper prevents payments on common or junior stock unless all cumulative Series A dividends have been paid in full, but the Board retains discretion on whether to declare dividends at all, creating payment risk.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If the Company has not paid full cumulative dividends on the Series A Preferred Stock for all past completed periods, it may not pay dividends on or repurchase common stock or other junior/parity stock (subject to certain exceptions).

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 38 (Weak)