STOCK TITAN

Ault group holds 52% Class A stake and 22% voting power in Hyperscale Data (NYSE: GPUS)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Ault & Company, Inc. and affiliates have filed Amendment No. 14 to their Schedule 13D on Hyperscale Data, Inc., disclosing very large economic exposure to the company’s Class A common stock. Ault & Company reports beneficial ownership of 493,762,908 Class A Shares, or 51.8% of that class on an as-converted basis, largely through convertible preferred stock and warrants. Milton C. Ault, III is deemed to beneficially own 495,555,929 Class A Shares, or 52.0% of the class, including options and shares held through Ault & Company. Based on 461,457,281 Class A Shares outstanding as of May 19, 2026, plus options that are exercisable within 60 days, the filing also details smaller option-based holdings by executives William B. Horne, Henry C. Nisser and Kenneth S. Cragun, each below 1% of the class. The amendment explains purchase prices and terms for Series C, G and H Convertible Preferred Stock, associated warrants, and 10-year stock options struck at $0.72 that vested beginning May 6, 2026.

Positive

  • None.

Negative

  • None.

Insights

Ault & affiliates report majority economic stake in Hyperscale Data via convertibles and options.

The amendment shows Ault & Company beneficially owning 493,762,908 Class A Shares (51.8% of the class), mainly through Series C, G and H Convertible Preferred Stock and warrants. Milton C. Ault, III is deemed to beneficially own 495,555,929 Class A Shares (52.0%).

Despite this majority economic exposure to Class A, the filing notes that Ault & Company and Mr. Ault represent about 21.96% and 22.06% of total voting power, because Class B Shares carry 10 votes each and voting calculations for preferred stock use NYSE American rules. This distinguishes economic stake from aggregate voting control.

The document also quantifies the capital committed: $50,000,000 for 50,000 Series C Preferred shares and related warrants, $960,000 for 960 Series G shares and warrants, and $4,000,000 for 4,000 Series H shares. Future company filings may further describe how these instruments are managed over time.

Ault & Company beneficial ownership 493,762,908 Class A Shares As-converted Class A beneficially owned; 51.8% of class
Milton C. Ault beneficial ownership 495,555,929 Class A Shares As-converted Class A beneficially owned; 52.0% of class
Class A shares outstanding 461,457,281 shares Class A Shares outstanding as of May 19, 2026
Series C Preferred investment $50,000,000 50,000 Series C Preferred shares and related warrants cost
Series G Preferred investment $960,000 960 Series G Preferred shares and related warrants cost
Series H Preferred investment $4,000,000 4,000 Series H Preferred shares purchase price
Assumed conversion price $0.1155 per share Conversion price used to calculate as-converted Class A from preferred
Officer stock option strike price $0.72 per share Options expiring July 30, 2035 for Ault, Horne, Nisser, Cragun
beneficially owned financial
"As of the date hereof, Ault & Company may be deemed to beneficially own 493,762,908 Class A Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Series C Convertible Preferred Stock financial
"432,900,430 Class A Shares issuable upon conversion of 50,000 shares of Series C Convertible Preferred Stock"
Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.
Series G Convertible Preferred Stock financial
"8,311,688 Class A Shares issuable upon conversion of 960 shares of Series G Convertible Preferred Stock"
A Series G convertible preferred stock is a specific class of preferred shares that gives its holders priority for dividends and claims on assets, plus the right to convert those shares into common stock under set terms. It matters to investors because it blends income and downside protection with the potential for upside — like holding a bond that can turn into stock — and conversion can dilute existing owners and change voting power and future returns.
Series H Convertible Preferred Stock financial
"34,632,035 Class A Shares issuable upon conversion of 4,000 shares of Series H Convertible Preferred Stock"
restricted stock units financial
"The two (2) Class A Shares owned directly by Mr. Nisser were issued upon vesting of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
senior secured convertible promissory note financial
"were issued in connection with a senior secured convertible promissory note in the principal face amount of $17.5 million"
A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.





09715M804

(CUSIP Number)
Milton C. Ault, III
c/o Ault & Company, Inc., 11411 Southern Highlands Pkwy, Suite 190
Las Vegas, NV, 89141
949-444-5464

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/19/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 2,600,005 shares of class A common stock ("Class A Shares"), (ii) 14,679,698 shares of Class A Shares issuable upon conversion of 14,679,698 shares of class B common stock ("Class B Shares"), (iii) 432,900,430 Class A Shares issuable upon conversion of 50,000 shares of Series C Convertible Preferred Stock, (iv) 8,311,688 Class A Shares issuable upon conversion of 960 shares of Series G Convertible Preferred Stock, (v) 34,632,035 Class A Shares issuable upon conversion of 4,000 shares of Series H Convertible Preferred Stock and (vi) 639,052 Class A Shares issuable upon exercise of outstanding warrants. Each share of Series C Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $183.58 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. Each share of Series G Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $6.74 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. Each share of Series H Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $0.79645 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. For purposes of this Schedule 13D filing, the calculations for the number of Class A Shares issuable upon conversion of the Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock are based upon a conversion price of $0.1155.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Sole voting power represents (i) 1,125,000 Class A Shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days, (ii) 666,300 Class A Shares and (iii) 1,721 Class A Share issuable upon conversion of 1,721 Class B Shares. (2) Shared voting power represents (i) 2,600,005 Class A Shares held by Ault & Company, Inc. ("Ault & Company"), (ii) 14,679,698 shares of Class A Shares issuable upon conversion of 14,679,698 Class B Shares held by Ault & Company, (iii) 432,900,430 Class A Shares issuable upon conversion of 50,000 shares of Series C Convertible Preferred Stock held by Ault & Company, (iv) 8,311,688 Class A Shares issuable upon conversion of 960 shares of Series G Convertible Preferred Stock held by Ault & Company, (v) 34,632,035 Class A Shares issuable upon conversion of 4,000 shares of Series H Convertible Preferred Stock held by Ault & Company and (vi) 639,052 Class A Shares issuable upon exercise of outstanding warrants held by Ault & Company. Each share of Series C Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $183.58 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. Each share of Series G Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $6.74 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. Each share of Series H Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $0.79645 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. For purposes of this Schedule 13D filing, the calculations for the number of Class A Shares issuable upon conversion of the Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock are based upon a conversion price of $0.1155.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 1,250,000 Class A Shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days and (ii) one Class A Share issuable upon conversion of one Class B Share.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents (i) 843,750 Class A Shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days, (ii) two Class A Shares and (iii) one Class A Share issuable upon conversion of one Class B Share.


SCHEDULE 13D




Comment for Type of Reporting Person:
Represents 562,500 Class A Shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days.


SCHEDULE 13D


Ault & Company, Inc.
Signature:/s/ Milton C. Ault, III
Name/Title:Milton C. Ault, III, Chief Executive Officer
Date:05/21/2026
AULT MILTON C III
Signature:/s/ Milton C. Ault, III
Name/Title:Milton C. Ault, III
Date:05/21/2026
HORNE WILLIAM B
Signature:/s/ William B. Horne
Name/Title:William B. Horne
Date:05/21/2026
NISSER HENRY CARL
Signature:/s/ Henry C. Nisser
Name/Title:Henry C. Nisser
Date:05/21/2026
CRAGUN KENNETH S
Signature:/s/ Kenneth S. Cragun
Name/Title:Kenneth S. Cragun
Date:05/21/2026

FAQ

How much of Hyperscale Data’s Class A stock does Ault & Company report owning?

Ault & Company reports beneficial ownership of 493,762,908 Class A Shares, representing 51.8% of the Class A common stock on an as-converted basis. This total includes common shares, convertible preferred stock, and warrants as detailed in the filing.

What is Milton C. Ault, III’s reported beneficial ownership in Hyperscale Data (GPUS)?

Milton C. Ault, III is deemed to beneficially own 495,555,929 Class A Shares, or 52.0% of the Class A common stock. His position includes options, directly held shares, Class B conversions, and the 493,762,908 Class A Shares beneficially owned by Ault & Company.

How many Hyperscale Data shares were outstanding as of May 19, 2026?

The filing states there were 461,457,281 Class A Shares outstanding as of May 19, 2026. It also cites 23,959,244 Class B Shares and several series of preferred stock outstanding, which together represent all voting securities of the issuer.

What are the key terms of Hyperscale Data’s Series C, G and H Convertible Preferred Stock?

Each series has a $1,000 stated value per share and converts into Class A stock at the greater of $0.10 or a formula tied to 105% of the ten-day volume-weighted average price, subject to individual caps such as $183.58, $6.74, and $0.79645.

What stock option awards to Hyperscale Data officers are described in this filing?

The filing notes options to purchase 2,000,000 Class A Shares each for Messrs. Ault and Horne, 1,500,000 for Mr. Nisser, and 1,000,000 for Mr. Cragun, all with a $0.72 strike price expiring on July 30, 2035 and vesting beginning May 6, 2026.