8-K: Soluna Holdings Appoints Michael Picchi as New CFO

Soluna Holdings, Inc. announced the appointment of Michael Picchi as its new Chief Financial Officer and Treasurer, effective April 1, 2026, succeeding interim CFO David Michaels.

Summary

• Soluna Holdings, Inc. appointed Michael Picchi as Chief Financial Officer (CFO) and Treasurer, effective April 1, 2026.
• Mr. Picchi will commence his employment with the Company on March 9, 2026, in the role of Head of Finance.
• David Michaels resigned from his position as interim CFO and Treasurer, effective upon Mr. Picchi's appointment, but will continue to serve on Soluna's Board of Directors.
• Mr. Picchi, age 59, brings over 30 years of experience, including capital markets consulting for data center companies and previous CFO roles at TECFusions, Inc., GCX Inc., and East West Manufacturing.
• His compensation package includes an annual base salary of $375,000 USD and eligibility for a target annual bonus of 50% of his base salary, contingent on achieving corporate and/or personal performance objectives.
• Mr. Picchi is expected to receive an award of 1,281,850 restricted stock units (RSUs), with one-third vesting on the first anniversary of the grant date and the remainder vesting in equal installments on subsequent anniversaries, fully vested on the third anniversary.
• The offer letter outlines severance provisions for termination without cause or resignation for good reason, including six months of base salary, earned performance bonuses, accelerated RSU vesting for six months, and six months of COBRA continuation coverage.
• Mr. Picchi is subject to an Employee Non-Disclosure, Invention Assignment and Restrictive Covenants Agreement, which includes a 12-month post-employment non-compete clause within the United States.

Sentiment

Score: 7

Explanation: The appointment of a new CFO with relevant industry experience in data centers, AI infrastructure, and capital markets is a positive step for Soluna Holdings, aligning with its strategic growth initiatives in renewable-powered computing. The interim CFO remaining on the board also provides continuity.

Positives

• The appointment of Michael Picchi as CFO brings a leader with deep experience in capital markets, data centers, and AI infrastructure, aligning with Soluna's strategic growth.
• Mr. Picchi's background is expected to be a strong asset as the company scales its renewable-powered data center model and expands into AI.
• Interim CFO David Michaels will remain on Soluna's Board of Directors, providing continuity and retaining his expertise within the company.
• The compensation structure, including RSUs, incentivizes the new CFO for long-term company performance and value creation.

Risks

• Forward-looking statements regarding future events and business are subject to inherent risks and uncertainties, as noted in the Safe Harbor Statement.
• The achievement of Mr. Picchi's annual performance bonus is not guaranteed and is dependent on meeting corporate and/or personal performance objectives approved by the Board or Compensation Committee.
• Equity awards (RSUs) are subject to Board or Committee approval and time-based vesting conditions, meaning full vesting is not immediate or guaranteed.
• The Company reserves the right to change, replace, or terminate any or all employee benefits, including contribution levels, at any time.
• Severance payments and benefits are subject to compliance with Section 409A of the Internal Revenue Code, with potential for adjustments to avoid adverse tax consequences.
• The company's clawback policy allows for the recoupment of erroneously awarded incentive-based compensation, which could impact executive pay.

Future Outlook

Michael Picchi will lead Soluna's finance organization and support the company's capital strategy as it scales its behind-the-meter, renewable-powered data center model and expands into AI. The company is focused on building for the long term with an increasing emphasis on sustainable computing powered by renewable energy, expecting Mr. Picchi's background to be a strong asset in executing this strategy and advancing its next phase of growth.

Management Comments

• "Mike is a proven finance leader with deep experience across capital formation, strategic transactions and operational scale. With increasing focus on sustainable computing powered by renewable energy, we are building for the long term. Mikes background will be a strong asset as we execute our strategy and advance our next phase of growth." John Belizaire, CEO of Soluna.
• "I’m excited to join Soluna at a pivotal moment for both the Company and the broader market. Soluna’s model is compelling: co-locating digital infrastructure with renewable generation to turn surplus clean energy into valuable computing resources. I look forward to partnering with the team to support disciplined scaling and the capital strategy needed to execute." Michael Picchi.

Industry Context

The appointment of a CFO with extensive experience in data centers, AI infrastructure, and capital markets positions Soluna Holdings to capitalize on the growing demand for sustainable computing. This move aligns with broader industry trends emphasizing the integration of digital infrastructure with renewable energy sources to support high-performance computing applications like Bitcoin mining and Generative AI, addressing both energy efficiency and sustainability concerns in the tech sector.

Management Changes

Corporate Governance

Related Party Transactions

• Mr. Picchi is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

Stakeholder Impact

• **Shareholders**: Potential positive impact due to the appointment of an experienced CFO focused on capital strategy and growth, which could lead to improved financial management and strategic execution, enhancing long-term value.
• **Employees**: The appointment of a new CFO may bring new leadership and strategic direction to the finance organization. The detailed compensation and severance terms for the CFO set a precedent for executive employment conditions.
• **Customers/Business Partners**: The focus on scaling data centers and expanding into AI, supported by the new CFO's expertise, could lead to enhanced services, improved operational efficiency, and expanded capabilities in sustainable computing solutions.

Next Steps

• Michael Picchi will begin his employment as Head of Finance on March 9, 2026.
• Michael Picchi's appointment as CFO and Treasurer will become effective on April 1, 2026.
• The company plans to continue executing its strategy and advancing its next phase of growth, supported by the new CFO's expertise in capital strategy and operational scaling.

Key Dates

Recommendation

The appointment of Michael Picchi as CFO is a strategic positive, bringing relevant experience in capital markets and the data center/AI sector. This move strengthens Soluna's management team and aligns with its stated growth objectives in renewable-powered computing. However, as this filing primarily concerns a personnel change rather than financial results or significant new business developments, a 'Hold' recommendation is appropriate. Investors should monitor future financial reports and strategic execution to assess the impact of this appointment on the company's performance and valuation.

Keywords

Soluna Holdings, SLNH, Michael Picchi, CFO, Treasurer, executive appointment, corporate governance, data centers, renewable energy, AI infrastructure, Bitcoin mining, restricted stock units, executive compensation, SEC filing, 8-K