Hyperscale Data Announces a Special Dividend of Class B Common Stock

Hyperscale Data will issue high-vote Class B stock as a special dividend to common and preferred investors based on mid-September eligibility.

Rhea-AI Summary

Hyperscale Data (GPUS) plans a special one-time dividend of 20,000,000 shares of its Class B Common Stock, to be distributed to eligible stockholders as of the September 15, 2026 record date.

The dividend covers all holders of Class A and Class B Common Stock, four series of Convertible Preferred Stock and a specified convertible note, on an as-converted basis, totaling approximately 491,795,085 eligible shares as of September 4, 2026. This implies a current payment ratio of about 0.04066734 Class B share per eligible share, with 7,194,786 Class B shares allocable to Class A holders, although the ratio may decrease if additional eligible securities are issued before the record date. The payment date is set for October 6, 2026, subject to adjustment.

Class B shares carry 10x the voting power of Class A, are convertible into Class A on a one-for-one basis, and are not currently publicly traded. Cash will be paid in lieu of fractional Class B shares, and the distribution has NYSE American approval.

Positive

• Special dividend of 20,000,000 Class B shares to common and preferred holders on an as-converted basis
• Holders of Class A Common Stock are currently allocated 7,194,786 of the Issuable Shares
• Current payment ratio of about 0.04066734 Class B share per eligible share as of September 4, 2026
• Class B Common Stock provides 10x the voting power of Class A and is convertible 1-for-1 into Class A
• The Distribution has been approved by NYSE American, providing procedural clearance
• Fractional Class B share entitlements will be settled in cash, simplifying shareholder positions

Negative

• There is no current public trading market for the Class B Common Stock, limiting immediate liquidity for the dividend
• The company expects additional eligible shares before the record date, which would reduce the payment ratio below 0.04066734 per share
• The listing of Class B Common Stock on NYSE American is uncertain, with no assurance if or when it will occur

Market Reaction – GPUS

-0.38% $0.18 2.3x vol

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-0.38% Vs previous close

+11.3% Peak in 3 min

$0.18 Last Price

$0.17 $0.22 Day Range

$17.06M Market Cap

2.3x Rel. Volume

Following this news, GPUS has declined 0.38%, reflecting a mild negative market reaction. Argus tracked a peak move of +11.3% during the session. Our momentum scanner has triggered 39 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $0.18. Trading volume is elevated at 2.3x the average, suggesting increased selling activity.

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All Common and Preferred Stockholders to Receive Planned Dividend

LAS VEGAS, Sept. 4, 2026 /PRNewswire/ -- Hyperscale Data, Inc. (NYSE American: GPUS), a diversified holding company ("Hyperscale Data," or the "Company"), announces that it plans to issue a special one-time dividend (the "Distribution") of 20,000,000 shares (the "Issuable Shares") of its Class B Common Stock (the "Class B Common Stock") to all holders of its Common Stock (which we refer to in this press release as the "Class A Common Stock") and its Class B Common Stock (with the Class A Common Stock, the "Common Stock") as well as its Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock (collectively, the "Preferred Stock") on an as-converted basis.

The record date for the Distribution is September 15, 2026 (the "Record Date"). Stockholders and the holder of a convertible note (the "Note") who own, whether beneficially or of record, the Company's Common Stock, Preferred Stock or the Note at the close of trading on that date will be eligible to receive the Issuable Shares. Further, the Company has set a payment date of October 6, 2026, subject to adjustment.  As of September 4, 2026, the Company had 165,267,650 shares of Class A Common Stock outstanding, 4,774,348 shares of Class B Common Stock outstanding and approximately 321,753,087 Class A Common Stock equivalents, based on the current conversion price of the four series of Preferred Stock issued and outstanding and the Note without regard to conversion limitations set forth in their respective certificates of designation or in the Note (collectively, the "Eligible Capital Stock"), for an aggregate of approximately 491,795,085 shares of Eligible Capital Stock, with the number of Issuable Shares distributable to holders of the Class A Common Stock being 7,194,786 such shares. Consequently, the number of Issuable Shares is currently approximately 0.04066734 for each share of Eligible Capital Stock (the "Payment Ratio"). However, the Company anticipates that additional shares of Eligible Capital Stock will be issued prior to the Record Date, which would reduce the Payment Ratio.

There is currently no public trading market for the Class B Common Stock. While the Company may seek to have the Class B Common Stock listed for trading on the NYSE American within the foreseeable future, there can be no assurance when, or if, such a listing will occur.  The CUSIP number of the Class B Common Stock is 09175M 861.

The Class B Common Stock is identical to the currently outstanding Class A Common Stock, with the exception that each share thereof carries ten (10) times the voting power of a share of Class A Common Stock.  The Class B Common Stock is convertible at any time after the payment date into Class A Common Stock on a one-for-one basis. The Company will pay holders of the Eligible Capital Stock cash in lieu of issuing fractional shares of Class B Common Stock. The Distribution has been approved by the NYSE American. 

Stockholders should refer to the Company's official announcements or consult their financial advisors for more information about the specifics of the Distribution.

This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy shares of the Company's common stock or any other securities of the Company. The Distribution is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.

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 https://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 that 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 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. 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 www.hyperscaledata.com.

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SOURCE Hyperscale Data Inc.

FAQ

What special dividend did Hyperscale Data (GPUS) announce for its shareholders?

Hyperscale Data announced a special one-time dividend of 20,000,000 shares of its Class B Common Stock. These “Issuable Shares” will be distributed to eligible holders of common stock, specified preferred stock series, and a convertible note on an as-converted basis.

Who is eligible to receive the Class B Common Stock dividend from Hyperscale Data (GPUS)?

Eligible recipients include holders of Class A and Class B Common Stock, Series B, C, G and H Convertible Preferred Stock, and the specified convertible note, all on an as-converted basis, who own these securities at the close of trading on the September 15, 2026 record date.

What are the record date and payment date for the Hyperscale Data (GPUS) special dividend?

The record date for the special dividend is September 15, 2026. The company has set a payment date of October 6, 2026, subject to adjustment, when the Class B Common Stock dividend is expected to be distributed.

How many Class B shares will Hyperscale Data (GPUS) distribute per share, and can this ratio change?

As of September 4, 2026, the company calculates a payment ratio of approximately 0.04066734 Class B share for each share of eligible capital stock. Hyperscale Data expects additional eligible shares to be issued before the record date, which would reduce this ratio.

What does the Class B Common Stock dividend mean for holders of GPUS Class A Common Stock?

Class A stockholders are currently entitled to receive 7,194,786 of the 20,000,000 Issuable Class B shares. These Class B shares carry 10 times the voting power of Class A stock and are convertible into Class A on a one-for-one basis after the payment date.

Does the Class B Common Stock from the Hyperscale Data (GPUS) dividend trade publicly?

There is currently no public trading market for Hyperscale Data’s Class B Common Stock. The company may seek to list Class B on NYSE American in the future but gives no assurance as to whether or when such a listing might occur.

How will Hyperscale Data (GPUS) handle fractional Class B share entitlements in the dividend?

The company will pay cash in lieu of fractional shares of Class B Common Stock. This means shareholders will not receive partial Class B shares; instead, any fractional entitlement resulting from the payment ratio will be settled in cash.