Hyperscale Data Announces Plans for up to $33.5 Million in Tokenized Series D Preferred Stock Offering

Following 52 consecutive monthly Series D dividend payments, the Company plans to expand access to eligible investors through blockchain-based RWA platforms

LAS VEGAS, Oct. 14, 2026 /PRNewswire/ -- Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence ("AI") data center company ("Hyperscale Data" or the "Company"), today announced plans to tokenize up to 1,340,947 shares of its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (the "Series D Preferred Stock"), representing approximately $33.5 million in potential gross proceeds at an assumed offering price of $25.00 per share.

The Company intends to use the net proceeds primarily to finance the continued development, construction and expansion of its Michigan AI data center campus, including power distribution, cooling systems, utility improvements and customer deployment infrastructure and potentially for working capital purposes.

The proposed initiative would be expected to create an additional financing channel for the Company by bringing an established, publicly traded preferred security to eligible investors through digital securities platforms in the United States and international markets.

An Established Preferred Security

The Series D Preferred Stock trades on the NYSE American under the symbol GPUS PD and carries a 13.00% annual cumulative dividend based on its $25.00 per-share liquidation preference, equivalent to $3.25 annually or approximately $0.2708333 monthly per share. The Company has reported 52 timely consecutive monthly dividend payments since the security was first issued in June 2022. Dividends are payable when declared by the Board of Directors, and historical payments do not guarantee future dividends. The security is perpetual and has no stated maturity.

The Company expects the tokens to represent interests in the underlying Series D Preferred Stock, with its economic and legal rights preserved under the final structure. Implementation would be pursued through appropriate securities-market participants, technology providers, custody arrangements and transfer infrastructure, subject to applicable securities laws and jurisdictional restrictions. No specific exchange, trading venue or international listing arrangement has been finalized.

Financing Structure and Common Share Considerations

The contemplated offering would issue Series D Preferred Stock rather than Class A common stock. Because the Series D Preferred Stock is not convertible into Class A common stock except in extremely limited and exceptional circumstances, the Company does not expect this financing to result in additional Class A common shares at issuance or through ordinary conversion thereafter. This statement relates solely to the contemplated offering and does not preclude future issuances of Class A common stock in other financings or transactions.

Additional preferred stock would increase the Company's preferred dividend obligations and liquidation preferences and could reduce cash flow available to the Company and its common stockholders. Management intends to evaluate those obligations against anticipated operating cash flow, existing commitments and capital expenditure requirements.

William B. Horne, Chief Executive Officer of Hyperscale Data, stated, "Our priority is to secure capital that advances the Michigan campus and supports its long-term development. Tokenization could broaden the investor audience for our established preferred security and add a financing channel as we build our AI infrastructure business. We intend to evaluate this approach with careful attention to its cost, our liquidity needs and the interests of our stockholders."

Financial Outlook Supports Evaluation of Series D Financing

Hyperscale Data previously announced consolidated financial guidance for the year ending December 31, 2027, projecting revenue of approximately $300 million to $350 million and Adjusted EBITDA of approximately $60 million to $80 million.

Management believes its Adjusted EBITDA outlook supports evaluating additional Series D Preferred Stock financing, as anticipated growth in operating profitability could help sustain the associated preferred dividend obligations while funding long-term infrastructure investment. In assessing the amount and timing of any financing, the Company intends to consider expected cash generation, existing obligations, liquidity needs and capital expenditure requirements. The guidance is preliminary and reflects management's expectations regarding future business performance. Adjusted EBITDA is a non-GAAP measure and does not represent cash flow available for preferred dividend payments or assure the Company's ability to pay those dividends.

The Company cannot provide a quantitative reconciliation of its projected Adjusted EBITDA to the most directly comparable measure calculated under GAAP, which in this case would be net income or loss, because certain components required to calculate net income or loss cannot presently be reasonably estimated without unreasonable effort. These components include future interest expense, income taxes, depreciation and amortization, stock-based compensation, impairment charges, acquisition-related expenses and changes in the fair value of financial instruments. These items are likely to be material to the Company's future GAAP results.

The Company intends to provide further updates on the timing, structure, implementation and distribution arrangements for the proposed offering. There can be no assurance that the offering will be completed, that the full contemplated amount will be raised or that a secondary trading market for the tokenized securities will develop.

For more information on Hyperscale Data and its subsidiaries, Hyperscale Data recommends that stockholders, investors and any other interested parties read Hyperscale Data's public filings and press releases available under the Investor Relations section at hyperscaledata.com or available at www.sec.gov.

About Hyperscale Data, Inc.

Through Sentinum, Inc., Hyperscale Data owns and operates a data center at which it offers colocation and hosting services for the emerging AI ecosystems and other industries. Another of Hyperscale Data's wholly owned subsidiaries, Ault Capital Group, Inc. ("ACG"), is a hybrid private equity firm and operating company that acquires, finances, builds and actively manages businesses across financial services, digital assets, industrial services, hospitality, defense technologies and other sectors.

Hyperscale Data currently expects the divestiture of ACG (the "Divestiture") to occur in 2027. Upon the occurrence of the Divestiture, the Company would be an owner and operator of data centers to support high-performance computing services, as well as a holder of the digital assets and the third wholly owned subsidiary of the Company, Omnipresent Robotics, LLC. Until the Divestiture occurs, the Company will continue to provide, through ACG and its wholly and majority-owned subsidiaries and strategic investments, mission-critical products that support a diverse range of industries, including an AI software platform, equipment rental services, defense/aerospace, industrial, automotive and hotel operations. In addition, ACG is actively engaged in private credit and structured finance through Ault Lending, LLC, a licensed lending subsidiary. Hyperscale Data's headquarters are located at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.

On December 23, 2024, the Company issued one million (1,000,000) shares of a newly designated Series F Exchangeable Preferred Stock (the "Series F Preferred Stock") to all common stockholders and holders of the Series C Preferred Stock on an as-converted basis. The Divestiture will occur through the voluntary exchange of the Series F Preferred Stock for shares of Class A Common Stock and Class B Common Stock of ACG (collectively, the "ACG Shares"). The Company reminds its stockholders that only those holders of the Series F Preferred Stock who agree to surrender such shares, and do not properly withdraw such surrender, in the exchange offer through which the Divestiture will occur, will be entitled to receive the ACG Shares and consequently be shareholders of ACG upon the occurrence of the Divestiture.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties.

Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company's business and financial results are included in the Company's filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company's Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company's website at hyperscaledata.com.

SOURCE Hyperscale Data Inc.