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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): February
13, 2026
HYPERSCALE DATA,
INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-12711 |
|
94-1721931 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
11411 Southern Highlands Parkway, Suite 190,
Las Vegas, NV 89141
(Address of principal executive offices) (Zip Code)
(949) 444-5464
(Registrant's telephone number, including area
code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock, $0.001 par value |
|
GPUS |
|
NYSE American |
| 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share |
|
GPUS PD |
|
NYSE American |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 7.01 | Regulation FD Disclosure. |
On February 13, 2026, Hyperscale Data, Inc. (the
“Company”) issued a press release announcing a cash dividend to holders of the 13.00% Series D Cumulative Redeemable
Preferred Stock of $0.2708333 per share (the “Press Release”). In
addition, the Press Release also announced a cash dividend to holders of the 10.00% Series
E Cumulative Redeemable Perpetual Preferred Stock of $0.20833 per share. The
record date for both dividends is February 28, 2026, and the payment date is March 10, 2026.
A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of
Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality
of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release issued on February 13, 2026. |
| |
|
|
| 101 |
|
Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
HYPERSCALE DATA, INC. |
| |
|
| |
|
| Dated: February 13, 2026 |
/s/ Henry Nisser
Henry Nisser
President and General Counsel |
Exhibit 99.1
Hyperscale Data Declares Monthly Cash Dividend
of $0.2708333 per Share of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock
Hyperscale Data Also Declares Monthly Cash
Dividend of $0.20833 per Share of 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock
LAS VEGAS--(PR NEWSWIRE) – February 13,
2026 – Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”)
data center company anchored by Bitcoin (“Hyperscale Data” or the “Company”), today announced that
its Board of Directors (the “Board”) has declared a monthly cash dividend of $0.2708333 per share of the Company’s
outstanding 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock. The record date for this dividend is February 28, 2026, and
the payment date is Tuesday, March 10, 2026.
Link to NYSE quote for the Company’s 13.00%
Series D Cumulative Redeemable Perpetual Preferred Stock: https://www.nyse.com/quote/XASE:GPUSpD
The Company also announced today that the Board
has declared a monthly cash dividend of $0.20833 per share of the Company’s outstanding 10.00% Series E Cumulative Redeemable Perpetual
Preferred Stock. The record date for this dividend is February 28, 2026, and the payment date is Tuesday, March 10, 2026.
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.
Hyperscale Data Investor Contact:
IR@hyperscaledata.com or 1-888-753-2235