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Hyperscale Data Announces "At-the-Market" Offering of Preferred Stock

MWN-AI** Summary

Hyperscale Data, Inc., an AI-focused data center company connected to Bitcoin mining, has announced the establishment of an "at-the-market" offering program for its 13% Series D Cumulative Redeemable Perpetual Preferred Stock. This initiative is set to raise gross proceeds of approximately $35.4 million. The offering will be facilitated by Wilson-Davis & Co., Inc., acting as the sales agent.

Under the arrangement, shares will be sold at prevailing market prices through ordinary broker transactions on the NYSE American. The company plans to allocate a significant portion of the net proceeds toward acquiring Bitcoin, as well as potential purchases of precious metals like gold, silver, and copper. Additionally, some proceeds may be designated for working capital and general corporate purposes, including debt repayment or equity repurchases. However, specific uses for the proceeds remain uncertain, granting management broad discretion in their application.

The preferred stock offerings are part of a shelf registration statement that became effective on December 11, 2025. Interested investors are urged to review the prospectus and accompanying documents available on the SEC’s website or through the sales agent.

Hyperscale Data operates through its subsidiary, Sentinum, which focuses on data centers and digital asset mining. Another subsidiary, Ault Capital Group, is involved in acquiring undervalued businesses and innovative technologies. A divestiture of ACG is anticipated by the fourth quarter of 2026, which will further solidify the company's focus on high-performance computing and digital assets.

This announcement underscores Hyperscale Data's strategic financial maneuvers amid uncertainty and market fluctuations, emphasizing its commitment to growth and investment in key assets.

MWN-AI** Analysis

Hyperscale Data, Inc. (NYSE American: GPUS) has announced an "at-the-market" offering of its 13% Series D Cumulative Redeemable Perpetual Preferred Stock, aiming to raise up to $35.4 million. This strategic move allows the company to respond to market conditions and secure capital as needed, which could be attractive for potential investors, particularly given the current climate of rising interest rates and uncertain economic conditions.

The proceeds from this offering are intended for acquiring Bitcoin and potentially other precious metals, in addition to providing working capital. The focus on Bitcoin acquisition aligns with the company's identity in the AI and cryptocurrency sectors, indicating a strong strategic intent to bolster its asset base with digital currencies. However, this also introduces an element of volatility; Bitcoin’s price is notoriously unpredictable, which may affect the company’s financial stability and growth prospects.

Investors should consider the implications of the company's broad discretion concerning the use of proceeds, as management's choices could significantly influence future performance. Furthermore, with the anticipated divestiture of Ault Capital Group, Hyperscale Data is positioning itself to concentrate more fully on its core operations in AI data centers, which could unlock shareholder value and stabilize its financial outlook.

The preferred stock's 13% yield could be appealing for income-oriented investors, particularly in a low-yield environment. However, it's essential to assess the associated risks, especially given the company's emphasis on volatile asset classes and the impact of any economic downturns on their operations.

In summary, while the offering provides an intriguing opportunity, potential investors should conduct thorough due diligence, factoring in market conditions, the company’s financial health, and strategic direction to make informed investment decisions.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: PR Newswire

PR Newswire

LAS VEGAS, Feb. 13, 2026 /PRNewswire/ -- Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence ("AI") data center company anchored by Bitcoin ("Hyperscale Data" or the "Company"), announced today that it has established an "at-the-market" equity offering program (the "Offering") under which it may sell, from time to time, shares of its 13% Series D Cumulative Redeemable Perpetual Preferred Stock (the "Preferred Stock") for aggregate gross proceeds of up to approximately $35.4 million. The shares of Preferred Stock will be offered through Wilson-Davis & Co., Inc., which will act in its capacity as sales agent (the "Agent").

Pursuant to a sales agreement with the Agent, sales of shares of the Company's Preferred Stock may be made in transactions that are deemed to be "at-the-market" offerings, including sales made by means of ordinary brokers' transactions on the NYSE American or otherwise at market prices prevailing at the time of sale or as agreed to with the Agent.

The Company intends to use a majority of the net proceeds from this offering, if any, to acquire Bitcoin and potentially to purchase precious metals, including gold, silver and/or copper. The Company also intends to use a smaller amount of the proceeds for working capital and general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of future indebtedness or capital stock. As of the date hereof, the Company cannot predict with certainty all of the particular uses for the net proceeds from this offering, if any. As a result, Hyperscale Data's management will have broad discretion regarding the timing and application of the net proceeds from this offering.

The shares of Preferred Stock described above are being offered pursuant to a shelf registration statement (File No. 333-291595), which became effective on December 11, 2025. Such shares of Preferred Stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Before making an investment in these securities, potential investors should read the prospectus supplement and the accompanying prospectus for more complete information about the Company and the Offering. Potential investors may obtain these documents for free by visiting EDGAR on the U.S. Securities and Exchange Commission's website at www.sec.gov. Alternatively, potential investors may contact the Agent, which will arrange to send them these documents: Wilson-Davis, Attention: Tony White, Vice President, 236 So. Main Street, Salt Lake City, UT 84101, telephone: (801) 532?1313, email: twhite@wdco.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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 its wholly owned subsidiary Sentinum, Inc., Hyperscale Data owns and operates a data center at which it mines digital assets and offers colocation and hosting services for the emerging AI ecosystems and other industries. Hyperscale Data's other wholly owned subsidiary, Ault Capital Group, Inc. ("ACG"), is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.

Hyperscale Data currently expects the divestiture of ACG (the "Divestiture") to occur in the fourth quarter of 2026. 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. 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, social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma and hotel operations. In addition, ACG is actively engaged in private credit and structured finance through 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.

FAQ**

What strategic reasons does Hyperscale Data Inc. (GPUS) have for choosing an "at-the-market" offering for its 13% Series D Preferred Stock, and how might this impact its capital structure?
Hyperscale Data Inc. likely chose an "at-the-market" offering for its 13% Series D Preferred Stock to raise capital efficiently and flexibly, potentially diluting existing shareholders but enhancing liquidity and financial stability in its capital structure.
How does Hyperscale Data Inc. (GPUS) plan to allocate the net proceeds from the Preferred Stock offering, particularly regarding Bitcoin acquisitions and potential investments in precious metals?
Hyperscale Data Inc. (GPUS) plans to allocate the net proceeds from the Preferred Stock offering towards acquiring Bitcoin and exploring potential investments in precious metals to enhance its asset portfolio and leverage market opportunities.
Given the ongoing divestiture of Ault Capital Group, how will Hyperscale Data Inc. (GPUS) position itself post-transaction to enhance its operational efficiency and profitability?
Post-transaction, Hyperscale Data Inc. (GPUS) plans to streamline operations by optimizing resource allocation, enhancing technology infrastructure, and focusing on core competencies to boost operational efficiency and drive profitability in the evolving data landscape.
What risks does Hyperscale Data Inc. (GPUS) foresee in implementing its "at-the-market" offering of Preferred Stock, particularly in relation to market conditions and investor appetite?
Hyperscale Data Inc. (GPUS) anticipates risks in its "at-the-market" offering of Preferred Stock due to potential adverse market conditions and fluctuating investor appetite, which could affect pricing, demand, and overall capital raised.

**MWN-AI FAQ is based on asking OpenAI questions about Hyperscale Data Inc. (NYSE: GPUS).

Hyperscale Data Inc.

NASDAQ: GPUS

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