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Operator
Good afternoon, everyone, and thank you for participating in today's call to discuss Solana Company's operating results for the second-quarter, 2026, ended June 30, 2026, the second-quarter of 2026.
Earnings press release was issued today, August 14, at approximately 4:25 Eastern Time and is available on the Investor Relations section of Solana Company's website.
Joining us today are Joseph Cee, Chairman and Chief Executive Officer; Cosmo Jiang, Director of Solana Company and General Partner at Panera Capital; and Madelene Gani, Chief Financial Officer.
All participants are in a listen-only mode. (Operator instructions) Today's call is being recorded. I would now like to turn the call over to Jake Morakis with M Group Strategic Communications for introductory remarks. Please go ahead, sir.
Jake Morakis - Investor Relations
Thank you, operator. Before we begin, I'd like to inform you that comments and responses to questions during today's call reflect management's views as of today, August 14, 2026 only, and include forward-looking statements and opinion statements, including predictions, estimates, plans, expectations, and other similar information. Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties.
These risks and uncertainties are more fully described in our press release issued today and in the sections entitled Risk Factors in our annual report on Form 10-K filed with the United States Securities and Exchange Commission for the SEC on June 30, 2026, as well as in subsequent filings with the SEC. Our SEC filings can be found on our website or on the SEC's website.
Investors are cautioned not to place undue reliance on forward-looking statements. We disclaim any obligation to update or revise these forward-looking statements. Please note, this conference call will be available for audio replay on our website under the News and Events section of our Investor Relations page. With that, I would now like to turn the call over to Solana Company's Chairman and Chief Executive Officer, Joseph Chee.
Joseph Chee - Executive Chairman of the Board
Good afternoon, everyone, and welcome to Solana Company's second-quarter 2026 earnings call. On our first-quarter call, I detailed our multifaceted digital asset treasury platform and flywheel strategy for the first time. Advisory, validated infrastructure, staking and treasury, each designed to strengthen the others and diversify the solar company's revenue sources. Today, I'm pleased to report on the progress of this build-out.
Our first institutional validated cluster is operational in Tokyo. We secured our first third-party state commitment of around $0.5 million sold in July and expect to report the results in the third-quarter of 2026. We also addressed the legacy elements of the business by divesting the cash consuming medical device business.
We swapped the legacy business unit out with the acquisition of a Hong Kong-regulated trust company, a profitable enterprise that allows us to better realize the financial focus of our new operating model. The assets in our treasury also continue to generate value. Staking rewards contributed to $2.5 million or 31.2,000 sold in the second-quarter.
So we did not have to buy and did not have to raise capital to acquire. Every one of those actions served a single purpose, to generate momentum behind the flywheel to feel the advancement and development of our core business lines. We are not only holding SOL as an asset, we are helping to build the infrastructure that Asia-Pacific institutions need in order to use it.
And we are doing that as a trusted partner of the Solana Foundation to help drive institutional adoption for realization of Internet capital market vision. Asia Pacific accounts for the majority of the world's crypto users and a substantial share of global cross-border payment volume, yet it remains significantly underserved by.
Solana's existing validated footprint. We believe a passive vehicle like an ETF cannot capture adequately the opportunity that comes with offering our own Solana infrastructure and advisory services to institutional market participants.
Jake Morakis - Investor Relations
Our flywheel of Treasury validated infrastructure. And advisory is designed so that each pillar makes the others stronger and so that every turn adds sold per share. I want to spend a moment on the state of Solana network as Internet capital markets and Solana's continued institutional adoption given it has significant impact on our business growth.
The second-quarter saw accelerated growth in two areas that are directly relevant to our business. First, Solana's on-chain real-world asset market reached a new all-time high of $3.62 billion at the end of June. As tokenization spreads across financial markets, institutions are choosing Solana for distribution.
In fact, five or nearly 30 globally systemically important banks have already announced partnership with or that leverage the Solana blockchain. Second, tokenized equities on Solana generated $4.8 billion in trading volume during the second-quarter, up from $1.1 billion in the first-quarter. Monthly volume rose from $670 million in April to $871 million in May before reaching $3.3 billion in June alone. As of late July 2026.
97% of all on-chain tokenized equity spot volume to date had settled on Solana, which underscores its position as the leading infrastructure for institutional tokenized securities. The institutional demand for tokenized assets on Solana is real. It is accelerating and is arriving in parallel with our build-out over the past two quarters. We would like to reiterate our conviction in the Solana ecosystem. We believe Solana Company is the accountable.
Listed counterparty those insuring can actually transact with and that's what the second-quarter was spent making possible. Before I turn to our operating businesses, I want to highlight the additions we made to our team and our Board because our talent is our greatest asset. Bringing on leading Web3 native talent is what allows us to scale effectively and to execute at the highest level.
On our first-quarter call, we welcome Madeleine Ganney as the Chief Financial Officer and Chief Operating Officer. Madeleine brings experience with Ernst & Young, Gemini, Jewel, Adera, Aptros, etc. and one quarter in, her impact is evident in the rigor of our reporting and in the build-up of our core business lines.
In March, we welcomed Teddy Hong as Head of Business Development Advisory. Teddy joined us from Boston Consulting Group, where he partnered with financial institutions and regulators on digital asset money, following roles at JPMorgan and Oliver Wyman.
Since 2022, he had published on digital money, stablecoins, tokenized deposit and CBDC. And on tokenization, including tokenized funds and institutional DeFi. He leads our institutional engagement with financial institutions and strategic partners and is the driving force behind the advisory pipeline I will come to in a moment. We also strengthened our Board of Directors. On April 23, the Board increased its size from seven to nine members and appointed.
Michelle Lee and Sergio Mello as directors to fill in their newly created positions. Michelle is a co-founder and investment partner at CyberTech Partners and a co-founder at Hashkey Group, now a Hong Kong-listed company which owns one of the largest licensed crypto exchanges in Asia and the largest blockchain technology investment fund measure company in Asia.
He also brings with him. 25 years experience in traditional capital markets, in particular in multiple roles as product structure, originator and risk manager across Hong Kong, Beijing, Tokyo and London. Sergio is Global Head of Stablecoin Solutions at Anchorage Digital, where he leads business development and platform offerings for stablecoins. He previously founded Largo Finance, a consortium of financial institutions built to improve settlement using tokenized cash. Last quarter, I outlined our diversified revenue engine comprised of three integrated service lines designed to serve.
Demand in one of the fastest-growing digital asset regions in the world, Asia Pacific, and I will touch on each service line every quarter. Advisory services, we provide bespoke advisory to traditional financial institutions and corporates, helping to unlock tangible business value through blockchain adoption. On our first-quarterly call.
I said we expected this initiative to contribute meaningfully to revenue this year. We maintained that view. The second-quarter was spent building the foundation for that revenue. Our team delivered 15 institutional education sessions and advisory workshops with banks as the managers and exchanges across Asia Pacific.
Developing a pipeline of durable recurring relationship is a crucial step in generating revenue and that work is now converting. We are in negotiation with a third-party and we expect to finalize terms in due course. In this phase, advisory is doing two jobs. It will generate revenue over time.
And just importantly, it is our demand generation engine because the institution that asked us. How to adopt Solana is the institution that will later need an institutional-grade validator for the operation. We are being engaged as a trusted growth partner rather than just a vendor. Validated infrastructure, Pacific Backbone is a branded, compliant.
High-performance infrastructure that regulated institutions require in order to scale staking and validation on Solana. Last quarter, we said our validated nodes would be operational in late June and our first validated cluster came online early July after intensive assessment. We now have three machines running in Tokyo, which.
Altogether constitute one validated cluster which provides us with redundancy and an independent test environment ahead of any deployment. With institutional standards at North Star, initial deployments carry a high redundancy ratio by design, and that ratio is expected to decline as we add operating validators and build operating history. Beyond Tokyo.
We are working on additional validators in APAC to address growing demand per plan, and we plan to launch over the course of the year as favorable conditions arise. Now to third-party delegated state, we have secured commitment of external third-party of around $0.5 million as of this earnings call, and we expect to report our revenue from the validated business in the third-quarter 2026. This is our first institutional client stake and we believe it is proof point that matters most because it demonstrates that established counterparty will move real size onto infrastructure operated by a named listed entity.
We differentiate ourselves through stability, compliance and transparency beyond simply headline yield. We are pursuing ISO 27,001 and SOC 2 certification. To further strengthen this differentiation. Platform business, our AI-powered orchestration and compliance stack is a long-term build, and we continue to develop deliberately. When complete, the platform is expected to be the culmination of our staking, validator and advisory lines, giving partners a single source of execution across their digital asset operation. This initiative.
On a multi-year trajectory and we expect the operational impact to continue building throughout this fiscal year. Together, these three service lines create the flywheel I highlighted last quarter. The reason that the whole is worth more than the sum of the parts is that these businesses feed one another.
Advisory work identifies where institutions need the infrastructure as we support their utilization of Sana for their business growth. Infrastructure generate recurring non-NAV fee revenue, that revenue recycles in the sole accumulation and a larger better run treasury makes us a more credible counterparty for the next advisory mandate.
This design was reinforced this quarter by two partnerships: in May, we announced a strategic partnership with the JITO Foundation to expand institutional grade Solana infrastructure throughout Asia Pacific. By combining JITO's market layer technology with Pacific backbone, the partnership supports.
The deployment of high-performance validators and the development of institutional staking solutions tailored to regulated financial institutions asset managers. As demand for institutional staking and validator infrastructure continues to grow across the region, this partnership is expected to strengthen the foundation supporting financial institutions building on Solana.
It is also already contributing measurable yield. To a treasury, which Costco will quantify later. In June, Solana Company announced a partnership with Alatal City, Kazakhstan's future-oriented city, to collaborate on blockchain infrastructure, enterprise adoption, education, research, and policy development. Throughout this.
We aim to support the development of blockchain infrastructure while expanding opportunities for enterprise adoption is one of the region's fastest-growing digital asset hubs. Alatal is a clear illustration of how our offerings open doors that a pure digital treasury company alone would not because we are being engaged at the level of policy.
Infrastructure design, not simply as a hazard holder. The second-quarter also marked the continued transition towards our core business operations. The divestiture of the Pons Medical Device Business was finalized on April 8, 2026. This was disclosed in our first-quarter Form 10-Q.
But bears repeating. Madeleine will take you through the financials, but the key takeaway is that we have exited a cash-consuming non-core operation, removing its ongoing costs from the business and we now report as a focused digital asset treasury and infrastructure company. On March 17, we acquired a Hong Kong-based.
Company and the transaction closed on July 15. Total consideration was $2 million in a combination of 50% payable in cash, 50% payable by stock issuance. Hong Kong is a primary focus for our operations. Here, we believe the institution we service do not simply need performance infrastructure, they need a license. In region named counterparty they are permitted to transact with.
With that, let me hand the call over to Cosmo to walk through our treasury and capital markets results. Cosmo?
Cosmo Jiang - Independent Director
Thanks, Joseph. Hello, everyone. I'm Cosmo Jiang, Director of Salon Company and the General Partner at Pantera Capital. Pentera has been the asset manager for Solana Company's digital asset treasury since the close of the Pipe transaction in September 2025. Last quarter, I've been describing the digital asset treasury market as having moved from the genesis phase into the execution and consolidation phase. This has advanced that further this quarter.
The gap between operators is widening and capital is concentrating around the vehicles that combine institutional-grade infrastructure, transparent reporting, and disciplined capital management. Execution has surpassed scale as the key differentiator for us.
Sold declined approximately 12% during the second-quarter, following a decline of approximately 33% in the first-quarter. Against that backdrop, our strategy did not change. Grow sold per share through accretive capital allocation, generate staking yield above the network average, and build the operating businesses that produce revenue independent of sold price. Staking remains one of the most important and most differentiated aspects of our business.
The measure we report is net staking yield, by which we mean the annualized yield we realized on our stakes sold after validator commissions and related operating costs compared against the Solana Networks system-wide average over the same period. For the second-quarter of 2026, our average net staking yield was 6.14% APY. That compared with a network average of approximately 5.68% APY, representing outperformance of 46 basis points.
That yield is generated through careful validator selection, active MEV capture, and continuous rebalancing, which is the same institutional approach Pantera applies across its broader digital asset portfolio. Baking rewards are automatically restaked to compound the terms, producing consistent daily on-chain revenue.
Now turning to capital markets. We remain committed to capital allocation that is accretive on a sold-per-share basis in any market condition. With our stock trading at a discount to net asset value during the quarter, we executed approximately $2.3 million of share repurchases, retiring $1.3 million shares and year-to-date repurchases now total approximately $5.9 million as reflected in our treasury stock position.
On the issuance side, on April 24, we completed a strategic institutional round of approximately $8 million, led by Mirae Asset, with participation from Ashti Capital. Mirae is one of the largest asset managers and financial conglomerates in Asia, and the participation of both firms reflects the depth of institutional condition in the strategy and in the region the company serves.
On MNAV, at quarter end, we stood at approximately 0.81 times. Up from 0.73 times in the first-quarter. At that level, the creative action is repurchase rather than issuance, and that is where we lean into this quarter as we expect to continue to lean in while the discount persists. The ability to operate optimistically on both sides of the capital structure, issuing at a premium and repurchasing at a discount is a powerful mechanism for creating shareholder value across different market environments.
As of June 30, 2026, Solana Company held approximately $2.3 million sold across all categories, including liquid holdings, stake positions, and receivables, with a fair value of approximately $170.6 million. Our in-the-money diluted share count was approximately $85.4 million shares, comprising $60.5 million common shares, $24.9 million in-the-money warrants, and 21,000 RSUs.
I will now turn the call over to Madeline Genny, our Chief Financial Officer, for the detailed financial results.
Madelene Gani - Chief Operating Officer and Deputy Chief Financial Officer
Thank you, Cosimo. second-quarter revenue was $2.5 million, consisting of $2.5 million of staking revenue and $14,000 of other revenue. This compares with $43,000 in the second-quarter of 2025, which did not include contributions from the staking revenue attributable to our treasury strategy.
For the first six months of 2026, revenue was $6.1 million, comprising of $5.9 million of staking revenue and $0.2 million of other revenue, compared with $92,000 in the prior year period. Cost of revenue for the second-quarter was $0.1 million, resulting in gross profit of $2.4 million, a gross margin of approximately 97%. For the first six months, cost of revenue was $0.3 million and gross margin was $5.9 million. This compares with $0.2 million of cost of revenue and $0.1 million of gross loss in the prior year period.
General and administrative expenses for the second-quarter of 2026 were $11.1 million compared with $3.3 million in the second-quarter of 2025 and $16.3 million for the first six months. The increase reflects the expansion of operations associated with our digital asset treasury and infrastructure strategy together with the $6.8 million of severance associated with the PONS of the $11.1 million recorded this quarter, approximately $6.8 million relates to non-recurring items with the remainder being the digital asset treasury operating expense roughly $63,000 of that is non-cash stock-based compensation.
Looking forward, we expect general and administrative expenses to decline and normalize with the return of Q1 levels as the pounds cost basis comes out in full and as we continue to cautiously invest in the validator and advisory businesses.
Turning to digital asset fair value movements. During the quarter, we recorded an unrealized gain on digital assets and digital asset receivables of $2.4 million. A realized loss in digital assets of $25.4 million related to strategic sales executed as part of our capital allocation program and an unrealized loss of our digital asset fund investment of $0.3 million.
For the first six months, those figures were an unrealized loss of $86.8 million and. Free life loss of $32.4 million and a fund investment loss of $2 million. It is important to know that these fair value movements are non-cash in accordance with US generally accepted accounting principles.
They do not affect our cash balance, the tokens earned from staking activities or the quantity of SOL we hold. Net operating expenses for the second-quarter were $35.1 million compared with $3.3 million net operating in the prior year period and $138.2 million for the first six months of 2026. The resulting loss from operations was $32.7 million compared with $3.3 million in the prior year period and $132.3 million for the first six months. Non-operating income net was $2.4 million for the quarter.
This includes the $3.1 million gain on the sale of the Pons business, a change in fair value of our derivative liability of $0.3 million, and other expense of $0.3 million, which relates primarily to the foreign exchange loss due to fluctuations in the Canadian to US Dollar exchange rate. We reported a net loss for the second-quarter of 2026 of $13.3 million, or 0.$0.38 per basic and diluted common share based on weighted average shares outstanding of 79.8 million. For the first six months of 2026, our net loss was $130.1 million or $1.66 per share on weighted average shares of 78.3 million. This compares with a net loss of $9.8 million in the second-quarter of 2025.
Turning over to the balance sheet. As of June 30, 2026, we had total assets of $176.1 million, including $3.6 million of cash and cash equivalence, $23.3 million of current digital assets. And $147.3 million of long-term digital assets and digital asset exposure across stake positions, restricted assets, receivables and fund investments. Total liabilities was $6.4 million, including a derivative liability of $4.2 million and total stockholders and mezzanine equity was $169.7 million.
Finally, during the quarter, we repurchased 1.3 million shares of approximately $2.3 million under our previously authorized stock repurchase program. As of June 30, Treasury stock stood at $5.9 million, representing 2.9 million shares at cost, compared with 3.5 million and 1.6 million shares at March 31.
One subsequent event to note, on July 15, after the close of the quarter, we completed the acquisition of the Hong Kong Trust Company for total considerations of $2 million. This transaction will be reflected in our third-quarter results and is disclosed in the subsequent events note to our Form 10-Q.
I will now hand it back to Joseph for closing remarks.
Joseph Chee - Executive Chairman of the Board
Thank you, Madeline. And thank you all for joining Solar Company's second-quarter 2026 offering results update. I open by saying that last quarter I set out the flywheel and this quarter we've reinforced it and that's what I want to leave you with.
A validated cluster live in Tokyo, our first institutional state secured, our first advisory engagement committee. And acquired Trust Company in Hong Kong and the legacy business behind us, the FY wheel now is gaining momentum.
Moving into our next quarter, management will continue to proactively manage our sole treasury holdings to optimize yield while maintaining rigorous risk oversight. We plan to drive ongoing optimization of human capital footprint and cost base, ped with strict financial discipline across both operating spend and capital deployment.
Three priorities will define our next quarter. First, we plan to scale specific backbone beyond our current live cluster, inaugural client sole stake to build out a larger third-party book, transforming our infrastructure into recurring fee-based revenue streams. This is expected to include the recognition of first validated related rewards during the third-quarter.
Second, we plan to convert our advisory pipeline to actuated engagements and recognized revenue, while continuing to pursue opportunity to expand and diversify overall revenue base. Third, we plan to continue to execute our capital allocation strategy. With our shares trading at below net asset value, we plan to focus on enhancing the amount of sold backing each outstanding share. We look forward to updating shareholders on operational. Progress in the quarters ahead.
Operator, please open the call for questions.
Operator
(Operator instructions)
Fedor Shabalin, B. Riley.
Fedor Shabalin - Analyst
Thank you very much, operator, and good afternoon and good time of day, everyone. My first one is on a Pacific Backbone monetization and mode in general. So, beyond the talker cluster, what's the revenue model once the market layer tech is integrated? Is this a fee share or MAV capture arrangement and what's the realistic timeline for this project to move from cost center to revenue contributor?
Joseph Chee - Executive Chairman of the Board
This is Joseph. Good afternoon. Good to hear from you again. I guess this is no different from other validators that has Jito as a partner. We're doing the basic thing at the moment, generating just trying to optimize the performance to get to slightly above average versus the market, right? And by the way, I would think that.
This is not a cost center. I think almost immediately after launch, we already secured third-party soul into it and you will see the revenue coming through. I would think that this is actually going to be profitable for this year. But again, we have to wait for the results for the coming quarter. That's my expectation and we continue to win more third-party so to be a stake at the cluster that we have. I think you'll hear more good news on new validated notes being launched as well in the coming quarters.
Fedor Shabalin - Analyst
Thank you, Joseph. And follow-up on the same topic. What would you expect regarding revenue impact on top of what you have now in third-quarter, just to the extent you can share now? Thanks.
Joseph Chee - Executive Chairman of the Board
I don't think we have the numbers available, and probably this is not the right place to give a forecast of this. I think at the moment. We do expect revenue to come through and we are trying to build more, so into our validator that at this stage we do require quite a bit of work. Hopefully at the right time we'll be able to give you some guidance.
Fedor Shabalin - Analyst
Thank you. And if you allow me, the last one on capital allocation, it's a nice job in the second-quarter with buybacks. Obviously at current duration. If you can just frame your work near term, what we should expect from capital allocation perspective in 3Q, maybe 4Q, just for the balance of the year. Thank you.
Joseph Chee - Executive Chairman of the Board
Thank you for the question. Cosmo, do you want to take this?
Cosmo Jiang - Independent Director
Yeah, I have to go ahead, Fodor. Look, I think we're going to keep that in the plan that we've laid out, which is try to maximize our Solana per share accretion every day to the best that the market will give us. At the very moment and over the last quarter, we've traded at a discount to NAV, and when that happens, we are happy to buy back our to buy back stock. When we do that is a creative on a sole prepare basis for the company. And so, we're creating value.
On the flip side, we found that there's been tremendous strategic interest from large corporates, especially in Asia Pacific, that have an interest in learning about Solana and engaging with Solana. And so, whether we're engaging with them.
On a staking basis or on a capital basis and welcome them as investors, we found that there are ways to create value and that certainly this past quarter, we had the great fortune of bringing on Miray asset in a very accretive transaction for our investors as well. And so we'll continue to find that. And as the markets rebound, we would expect that our capital market activity would rebound with it.
Fedor Shabalin - Analyst
That's clear. Thank you very much, Joseph, and continue our best of luck.
Operator
Matthew Kolinko, Maxim Group.
Matthew Galinko - Analyst
Hi, good afternoon. Thanks for taking my question. Let me just lean a little bit more into the Treasury operations to the extent that you begin generating. Cash flow or material cash flow from the from the operating businesses that you're building and scaling. How do you think about if you're below M. Nav?
Do you see putting incremental capital into the buyback from the operating business, or do you would you look to allocate back into the operating business from the operating business cash flow? Just curious how, as you sort of have more leverage fuel to deploy them.
Cosmo Jiang - Independent Director
On capitalization, regardless of where the where the revenue comes from, we do think about it as we as a total allocation approach once we understand what resources we have, whether that's through the staking yield, through our potential DeFi engagement or through some of the non-sold denominator revenue.
We'll find that paid for the expenses that are required to keep the business going and growing. And then if the highest and best use of our capital happens to be buybacks at that time because of where we are trading, we'll do that. And if it happens to be buying Solana because we're trading at a premium, then we'll do that. The end goal is always maximizing Solana per share, regardless of where that revenue comes from.
Matthew Galinko - Analyst
Great. Thank you. And this is my follow-up. Cosmo. At your opening remarks, you discussed that market being in the consolidation phase. To the extent that there's divergence across maybe the sold treasuries and, if you see other sold treasuries trading at deeper discounts, I'm curious where you sit as far as the consolidator of existing DATs or whether you see that as an attractive path to, creating sold per share. Thanks.
Cosmo Jiang - Independent Director
Yeah, of course, Matt, as I'm sure you can appreciate, it's, I can talk in generalisms without talking about any specific name. The reality is that there are only so many Solana depths out there and, the space is small and so we all know each other.
And there's always a need to find, if you want to do the dance, you need to find a dancing partner. And so, finding the right circumstances. A timing, a management synergy perspective, it requires a lot of work. I think the opportunity for accretion is absolutely there and from our perspective, we're happy to do anything that maximizes shareholder value on either side of the coin.
Joseph Chee - Executive Chairman of the Board
Does that answer your question?
Matthew Galinko - Analyst
Yeah, thank you.
Operator
Thank you. This does include the question-and-answer session as well as today's program. Thank you, ladies and gentlemen, for your participation. You may now disconnect. Good day.