Hyperscale Data delays Q1 2026 10-Q after preliminary $44M revenue

Hyperscale Data, Inc. filed a Form 12b-25 notifying the SEC that its Form 10-Q for the quarter ended March 31, 2026 will be late because compiling and reviewing the required information is impracticable without undue hardship and expense.

Rhea-AI Filing Summary

Hyperscale Data, Inc. filed a Form 12b-25 notifying the SEC that its Form 10-Q for the quarter ended March 31, 2026 will be late because compiling and reviewing the required information is impracticable without undue hardship and expense. The company provided preliminary operational results for the quarter.

Total revenue for the three months ended March 31, 2026 was approximately $44 million, versus $25 million for the prior-year quarter, an increase of approximately $19 million (76%), driven by higher lending and trading revenue and the reconsolidation of Gresham Worldwide, Inc.. Lending and trading revenue rose by about $12 million to $12 million. Revenue attributable to Gresham was approximately $10 million. Energy and infrastructure revenue fell by about $3 million (to $11 million). Crypto mining, hotel/real estate, and TurnOnGreen, Inc. revenues were each roughly $5 million, $4 million, and $2 million, respectively. The company reported a preliminary net loss of approximately $30 million, compared with a net loss of approximately $5 million in the prior-year quarter. These amounts are preliminary and subject to change.

Insights

Financial Reporting Analyst

Late filing cites compilation and review burden; results provided as preliminary figures.

The filing indicates the 10-Q for the quarter ended March 31, 2026 will be delayed under Rule 12b-25 because completing the report would impose undue hardship. The company supplied preliminary revenue and loss figures but noted its financial statements are not finalized.

Key risks include revisions when audited amounts are finalized and potential investor uncertainty tied to a large preliminary $30 million net loss. Subsequent filings will show finalized results and footnote disclosures governing reconsolidation of Gresham Worldwide, Inc..

Corporate Strategist

Material revenue mix change driven by reconsolidation and litigation-related gains.

Revenue grew approximately 76% year-over-year to $44 million, largely from reconsolidated Gresham ($10 million) and litigation/unrealized investment gains tied to lending and trading (~$12 million). Energy segment revenue declined about 21% to $11 million.

The net loss widening to $30 million is notable; its drivers should be clarified in the finalized 10-Q, including any one-time charges, restructuring, or post-emergence adjustments related to Chapter 11 reconsolidation.

Key Figures

Total revenue: $44 million Prior-year revenue: $25 million Revenue increase: $19 million +4 more

7 metrics

Total revenue $44 million Three months ended March 31, 2026

Prior-year revenue $25 million Three months ended March 31, 2025

Revenue increase $19 million Increase vs. prior-year quarter (approx. 76%)

Lending and trading revenue $12 million Three months ended March 31, 2026 (increase of ~$12M)

Revenue from reconsolidated Gresham $10 million Three months ended March 31, 2026

Energy and infrastructure revenue $11 million Three months ended March 31, 2026 (down ~21%)

Preliminary net loss $30 million Three months ended March 31, 2026

Key Terms

reconsolidation, Chapter 11, unrealized gains on investments, Rule 12b-25

4 terms

reconsolidation financial

"inclusion of revenue from the reconsolidation of Gresham Worldwide, Inc."

Reconsolidation is a price action pattern where a security that has broken out of a trading range or trend pauses and moves back into a tighter range or the previous range, effectively "re-gathering" price action before the next major move. It matters to investors because it reflects a fresh balance between buyers and sellers after volatility, helping market participants interpret whether momentum is stabilizing, pausing, or losing strength—like a runner slowing to catch their breath before deciding whether to resume sprinting or change pace.

Chapter 11 legal

"Gresham was reconsolidated upon its emergence from Chapter 11 bankruptcy proceedings"

Chapter 11 is a U.S. bankruptcy process that lets a financially distressed company keep operating while it reorganizes its debts and business plan under court supervision. Think of it as a formal pause that allows the company to renegotiate payments, shed contracts or assets, and seek a path to profitability instead of being liquidated; investors watch it because it can change the value and priority of claims, equity dilution, or the likelihood of recovery.

unrealized gains on investments financial

"unrealized gains on investments in other equity securities"

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25 (b) because the subject report could not be filed without unreasonable effort"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Hyperscale Data (GPUS) file a Form 12b-25 for the March 31, 2026 10-Q?

The company stated that compiling, disseminating and reviewing the information required for the Form 10-Q would impose undue hardship and expense, making timely filing impracticable.

What preliminary revenue did Hyperscale Data report for Q1 2026?

Hyperscale Data reported preliminary total revenue of approximately $44 million for the three months ended March 31, 2026, compared to about $25 million in the prior-year quarter.

What caused the year-over-year revenue increase reported by Hyperscale Data?

The increase of approximately $19 million was driven primarily by higher lending and trading revenue (~$12 million) and approximately $10 million from the reconsolidation of Gresham Worldwide, Inc.

What preliminary net loss did Hyperscale Data report for Q1 2026?

The company reported a preliminary net loss of approximately $30 million for the three months ended March 31, 2026, versus a net loss of about $5 million in the prior-year quarter.

Are the reported Q1 2026 figures final in Hyperscale Data's 12b-25 filing?

No. The filing states the amounts are preliminary and subject to change because the company has not finalized its financial statements for the quarter.

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

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Accepted by SEC EDGAR 05/15/2026 - 05:00 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 001-12711

NOTIFICATION OF LATE FILING

¨Form 10-K	¨ Form 20-F	¨ Form 11-K	ý Form 10-Q
¨ Form 10-D	¨ Form N-CEN	¨ Form N-CSR

For Period Ended: March 31, 2026

¨ Transition Report on Form 10-K		¨ Transition Report on Form 11-K
¨ Transition Report on Form 20-F		¨ Transition Report on Form 10-Q

For the Transition Period Ended: _______________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification

relates: _______________________________________

 PART I

REGISTRANT INFORMATION

Full name of registrant		Hyperscale Data, Inc.
Address of principal executive office		11411 Southern Highlands Parkway, Suite 190
City, state and zip code		Las Vegas, NV 89141

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The compilation, dissemination and review of the information required to be presented in the Form 10-Q for the fiscal quarter ended March 31, 2026 has imposed requirements that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the registrant.

Part IV

Other Information

(1) Name and telephone number of person to contact in regard to this notification

Kenneth S. Cragun	(949)	444-5464
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

x Yes      ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes      ¨ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant’s results of operations for the three months ended March 31, 2026 will reflect changes as compared to the corresponding period for the three months ended March 31, 2025.

The Registrant’s total revenue for the three months ended March 31, 2026 was approximately $44 million, compared to approximately $25 million for the three months ended March 31, 2025, representing an increase of approximately $19 million, or 76%.

The increase in total revenue was primarily driven by higher revenue from lending and trading activities and the inclusion of revenue from the reconsolidation of Gresham Worldwide, Inc. (“Gresham”), partially offset by a decrease in revenue from the Registrant’s energy and infrastructure segment.

Revenues from the Registrant’s lending and trading activities increased by approximately $12 million to approximately $12 million for the three months ended March 31, 2026 driven primarily by litigation-related proceeds associated with legacy ownership interests held by Ault Lending, LLC and unrealized gains on investments in other equity securities.

Revenue attributable to Gresham was approximately $10 million for the three months ended March 31, 2026, with no comparable revenue in the prior year period, as Gresham was reconsolidated upon its emergence from Chapter 11 bankruptcy proceedings in late 2025.

Revenue from the Registrant’s energy and infrastructure segment decreased by approximately $3 million, or 21%, to $11 million, reflecting reduced demand from oil and gas customers.

Crypto asset mining revenue was approximately $5 million for both the three months ended March 31, 2026 and 2025.

Revenue from hotel and real estate operations was approximately $4 million for both the three months ended March 31, 2026 and 2025.

Revenue from TurnOnGreen, Inc. was approximately $2 million for both the three months ended March 31, 2026 and 2025.

2

The Registrant’s net loss increased to approximately $30 million for the three months ended March 31, 2026, compared to approximately $5 million for the three months ended March 31, 2025.

The change in net loss is primarily attributable to:

· An aggregate $12 million unfavorable change in fair value of crypto assets and crypto assets, restricted;

· An increase in general and administrative expenses of approximately $10 million, driven by the reconsolidation of Gresham in late 2025 as well as higher compensation costs, professional fees and other operating costs;

· An increase in selling and marketing expenses of approximately $4 million, primarily related to increased promotional activity; and

· The absence of certain non-recurring gains recognized in the prior year period, including a $10 million gain on deconsolidation of subsidiary for the three months ended March 31, 2025.

Because the Registrant has not yet finalized its financial statements for the three months ended March 31, 2026, the foregoing amounts are preliminary and subject to change, and the Registrant is unable to provide more detailed or finalized quantitative information at this time.

3

HYPERSCALE DATA, INC.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 15, 2026	/s/ Kenneth S. Cragun
	By: Kenneth S. Cragun
	Title:  Chief Financial Officer

4