Preferred holders of Hyperscale Data (NYSE: GPUS) set for cash dividends

Rhea-AI Filing Summary

Hyperscale Data, Inc. converted preferred and Class B shares into additional Class A common stock and declared cash dividends on two preferred series. Between late August and mid-September 2025, it issued 8,700,000 Class A shares from 3,505.32 Series B Convertible Preferred shares and 260 Class A shares from Class B common shares under a private placement exemption. As of September 17, 2025, Class A shares outstanding were 58,872,039. The company also announced cash dividends of $0.2708333 per share on its 13.00% Series D preferred stock and $0.20833 per share on its 10.00% Series E preferred stock, with a record date of September 30, 2025 and payment on October 10, 2025.

8-K Event Classification

3 items: 3.02, 7.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 17, 2025

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:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     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. ¨

Item 3.02 Unregistered Sales of Equity Securities.

Between August 26, 2025 and September 15, 2025, Hyperscale Data, Inc. (the “Company”) issued an aggregate of 8,700,000 shares of its Class A common stock (“Class A Common Stock”) upon conversion of approximately 3,505.32 shares of Series B Convertible Preferred Stock. Between August 29, 2025 and September 12, 2025, the Company issued an aggregate of 260 shares of Class A Common Stock upon conversion of an equal number of shares of Class B common stock. The shares of Class A Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

As of September 17, 2025, the Company had 58,872,039 shares of Class A Common Stock outstanding.

Item 7.01 Regulation FD Disclosure.

On September 17, 2025, 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 September 30, 2025, and the payment date is October 10, 2025. 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.

(d) Exhibits:

Exhibit No.		Description
99.1		Press Release issued on September 17, 2025.
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).

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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: September 17, 2025	/s/ Henry Nisser Henry Nisser President and General Counsel

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FAQ

What share conversions did Hyperscale Data (GPUS) report in this 8-K?

Hyperscale Data reported converting 3,505.32 shares of Series B Convertible Preferred Stock into 8,700,000 Class A shares, and 260 Class B common shares into 260 Class A shares. These transactions increased Class A common stock outstanding without a new public offering.

How many Hyperscale Data Class A shares were outstanding as of September 17, 2025?

As of September 17, 2025, Hyperscale Data had 58,872,039 shares of Class A common stock outstanding. This figure reflects the impact of recent conversions from Series B Convertible Preferred Stock and Class B common stock into Class A shares during August and September 2025.

What dividend was declared on Hyperscale Data’s 13.00% Series D preferred stock?

Holders of Hyperscale Data’s 13.00% Series D Cumulative Redeemable Preferred Stock will receive a cash dividend of $0.2708333 per share. The dividend has a record date of September 30, 2025 and will be paid on October 10, 2025 to shareholders of record.

What dividend was declared on Hyperscale Data’s 10.00% Series E preferred stock?

Holders of the 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock will receive a cash dividend of $0.20833 per share. The company set September 30, 2025 as the record date and October 10, 2025 as the payment date for this preferred dividend.

Were the new Hyperscale Data Class A shares issued via a registered offering?

No, the newly issued Class A common shares were offered and sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933. This indicates a private placement structure rather than a registered public securities offering.

Which Hyperscale Data securities trade on the NYSE American exchange?

Hyperscale Data’s Class A Common Stock, par value $0.001, trades on the NYSE American under the symbol GPUS. Its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock trades on the same exchange under the symbol GPUS PD, as disclosed.