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Hyperscale Data, Inc. Commences Tender Offer to Repurchase up to $5 Million of Shares of Class A Common Stock

(Moderate)
(Negative)
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Hyperscale Data (NYSE American: GPUS) launched a cash tender offer to repurchase up to $5 million of its Class A common stock at $0.21 per share, funded from existing cash and cash equivalents.

The offer expires one minute after 11:59 p.m. ET on June 8, 2026, unless extended or terminated.

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Positive

  • Up to $5 million Class A share repurchase via cash tender offer
  • Fixed tender offer price of $0.21 per share
  • Repurchase to be funded from existing cash and cash equivalents

Negative

  • Tender offer has a maximum aggregate purchase amount of $5 million
  • Offer expires on June 8, 2026, creating a limited decision window for stockholders

News Market Reaction – GPUS

+5.20%
31 alerts
+5.20% News Effect
+22.8% Peak Tracked
-8.8% Trough Tracked
+$4M Valuation Impact
$83.49M Market Cap
0.5x Rel. Volume

On the day this news was published, GPUS gained 5.20%, reflecting a notable positive market reaction. Argus tracked a peak move of +22.8% during that session. Argus tracked a trough of -8.8% from its starting point during tracking. Our momentum scanner triggered 31 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $4M to the company's valuation, bringing the market cap to $83.49M at that time.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +5.2% in the session following this news. A strong positive reaction aligns with inv...
Analysis

The stock moved +5.2% in the session following this news. A strong positive reaction aligns with investors focusing on the announced cash tender offer to repurchase up to $5,000,000 of Class A shares at $0.21. Earlier disclosure of the planned tender coincided with a notable gain, while other recent updates often saw softer follow-through. Investors may also weigh the existing S-3/A registration for 43,011,836 resale shares, which could influence the longer-term supply–demand balance.

Key Figures

Tender offer size: $5,000,000 Tender price: $0.21 per share Par value: $0.001 per share +1 more
4 metrics
Tender offer size $5,000,000 Maximum cash outlay to repurchase Class A common stock
Tender price $0.21 per share Cash purchase price for Class A common stock in tender offer
Par value $0.001 per share Par value of Class A common stock referenced in offer
Offer expiration June 8, 2026, 12:00 a.m. ET Tender offer set to expire one minute after 11:59 p.m. ET

Historical Context

5 past events · Latest: May 19 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
May 19 Crypto treasury update Positive -5.4% Disclosed holding 692.4093 Bitcoin valued at about $53.6 million.
May 18 Preferred dividend declaration Positive -5.4% Declared monthly cash dividends on Series D and Series E preferred shares.
May 15 Tender offer intention Positive +16.8% Announced plan to launch tender offer up to $5,000,000 at $0.21 per share.
May 12 Treasury and earnings preview Positive -0.1% Reported ~687 Bitcoin and ~$94.2M combined Bitcoin and cash, previewing Q1 results.
May 11 Robotics partnership agreement Positive -0.1% Subsidiary agreed to buy up to 143 robots and build robotics data center space.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent announcements have often been followed by weak or negative next-day performance, with the prior tender-offer intent as the main positive outlier.

Recent Company History

Over the past weeks, Hyperscale Data reported growing Bitcoin and cash holdings, robotics expansion, and a sharp revenue increase to $44.1 million alongside larger losses. It also telegraphed and then detailed a tender offer to repurchase up to $5,000,000 of stock at $0.21. Earlier crypto and dividend updates saw negative or flat reactions, while the initial tender-intent news on May 15 coincided with a strong gain.

Key Terms

cash tender offer, class a common stock, schedule to, offer to purchase, +2 more
6 terms
cash tender offer financial
"announced that it has commenced a cash tender offer to repurchase up to $5 million"
A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.
class a common stock financial
"to repurchase up to $5 million of shares of the Company's Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
schedule to regulatory
"tender offer documents that Hyperscale filed today with the Securities and Exchange Commission ("SEC") on a Schedule TO."
A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.
View in glossary
offer to purchase regulatory
"The full terms, conditions and other details of the tender offer are set forth in the Offer to Purchase"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
letter of transmittal regulatory
"as may be amended or supplemented in accordance with the terms thereof (the "Offer to Purchase"), the related Letter of Transmittal"
A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.
securities and exchange commission regulatory
"tender offer documents that Hyperscale filed today with the Securities and Exchange Commission ("SEC") on a Schedule TO."
A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LAS VEGAS, May 26, 2026 /PRNewswire/ -- Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence ("AI") data center company anchored by Bitcoin ("Hyperscale Data" or the "Company"), today announced that it has commenced a cash tender offer to repurchase up to $5 million of shares of the Company's Class A common stock, par value $0.001 per share ("Class A common stock"), subject to market conditions, at a purchase price of $0.21 per share. The Company expects to fund the tender offer from its existing cash and cash equivalents.

The tender offer will expire one minute after 11:59 p.m. ET on Monday, June 8, 2026, unless extended or earlier terminated. The full terms, conditions and other details of the tender offer are set forth in the Offer to Purchase, dated May 26, 2026, as may be amended or supplemented in accordance with the terms thereof (the "Offer to Purchase"), the related Letter of Transmittal and other tender offer documents that Hyperscale filed today with the Securities and Exchange Commission ("SEC") on a Schedule TO.

Neither the Company nor its Board of Directors has made, nor will make, any recommendation as to whether a stockholder should tender shares of the Company's Class A common stock. Stockholders must make their own decisions as to whether to tender their shares, after considering their own circumstances and preferences and consulting with their personal tax, financial and legal advisors.

Documents relating to the offer may be downloaded at: www.sec.gov and will be distributed to holders of shares of Class A common stock who request them from Georgeson LLC, the information agent for the Offer at (877) 514-4861.

This press release is for informational purposes only and shall not constitute an offer to purchase nor a solicitation of an offer to sell Class A common stock or any other securities. The offer is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers to purchase the Class A common stock will be made only by means of the Offer to Purchase and the Letter of Transmittal.

The complete terms and conditions of the offer are set forth in the Offer to Purchase and related Letter of Transmittal that is being furnished to holders of Class A common stock and also filed with the SEC on Schedule TO. Stockholders of Hyperscale are strongly encouraged to read the Schedule TO and its exhibits because they contain important information about the offer. The Schedule TO and related exhibits will be available without charge at the SEC's website at http://www.sec.gov and will be delivered without charge to all stockholders of Hyperscale.

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 second quarter of 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" regarding future events and our future results. 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, except as required by law. 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.

 

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SOURCE Hyperscale Data Inc.

FAQ

What did Hyperscale Data (GPUS) announce on May 26, 2026?

Hyperscale Data announced a cash tender offer to repurchase up to $5 million of its Class A common stock at $0.21 per share. According to Hyperscale Data, the offer will be funded from existing cash and cash equivalents and follows formal SEC filings.

What are the key terms of the Hyperscale Data (GPUS) tender offer?

The tender offer seeks to buy up to $5 million of Class A common stock at $0.21 per share. According to Hyperscale Data, the offer runs until one minute after 11:59 p.m. ET on June 8, 2026, unless extended or terminated.

When does the Hyperscale Data (GPUS) share tender offer expire?

The tender offer expires one minute after 11:59 p.m. ET on June 8, 2026, unless extended or earlier terminated. According to Hyperscale Data, stockholders should review the Offer to Purchase and related documents before deciding whether to tender shares.

How will Hyperscale Data (GPUS) fund its $5 million tender offer?

Hyperscale Data expects to fund the tender offer from its existing cash and cash equivalents. According to Hyperscale Data, this approach avoids mentioning new financing sources and is detailed in the Offer to Purchase and Schedule TO filed with the SEC.

Does Hyperscale Data (GPUS) recommend that shareholders tender their shares?

Neither Hyperscale Data nor its board is making any recommendation on whether shareholders should tender shares. According to Hyperscale Data, investors must decide based on personal circumstances and may consult tax, financial, and legal advisors before participating.

Where can investors find official documents on the Hyperscale Data (GPUS) tender offer?

Investors can access the Offer to Purchase, Letter of Transmittal, and Schedule TO on the SEC website. According to Hyperscale Data, documents are also available without charge from Georgeson LLC, the information agent, and via the company’s investor relations site.

How can Hyperscale Data (GPUS) stockholders request tender offer materials?

Stockholders may request tender offer documents from Georgeson LLC, the information agent, at (877) 514-4861. According to Hyperscale Data, materials can also be downloaded from the SEC’s website and will be provided without charge to all stockholders who ask.