LAS VEGAS — February 13, 2026
Executive Summary
Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence data center company with digital asset exposure, has established an at-the-market equity offering program under which it may sell up to approximately $35.4 million of its 13% Series D Cumulative Redeemable Perpetual Preferred Stock. The offering will be conducted pursuant to a sales agreement with Wilson-Davis & Co., Inc., acting as sales agent, and may be executed from time to time through ordinary broker transactions on the NYSE American or at prevailing market prices as agreed. According to the Company, a majority of net proceeds, if any, are intended for the acquisition of Bitcoin and potentially precious metals, including gold, silver, and copper, with the balance allocated toward working capital and general corporate purposes. The securities are being offered pursuant to an effective shelf registration statement filed with the U.S. Securities and Exchange Commission.
Announcement Overview
Hyperscale Data announced the launch of an at-the-market offering program for its 13% Series D Cumulative Redeemable Perpetual Preferred Stock, authorizing the sale of shares with aggregate gross proceeds of up to approximately $35.4 million. The program is structured to provide the Company with financing flexibility, allowing it to access capital incrementally as market conditions permit rather than through a single, fixed issuance.
Under the sales agreement, shares may be sold through Wilson-Davis & Co., Inc., which will act as sales agent. Transactions may occur in ordinary brokered trades on the NYSE American or at prevailing market prices at the time of sale. Sales may also occur at prices agreed upon directly with the agent. The structure permits the Company to determine the timing, size, and pace of issuances.
The preferred stock carries a stated dividend rate of 13% and is structured as cumulative, redeemable, and perpetual, subject to its governing terms. As disclosed, shares are being offered pursuant to a previously filed shelf registration statement, which became effective on December 11, 2025. As with all registered offerings of this nature, sales may be made only by means of a prospectus supplement and accompanying prospectus forming part of the effective registration statement.
Key Announcement Details
• Announcement Type: Establishment of an at-the-market equity offering program
• Issuer: Hyperscale Data, Inc.
• Ticker / Exchange: NYSE American: GPUS
• Security Offered: 13% Series D Cumulative Redeemable Perpetual Preferred Stock
• Maximum Aggregate Gross Proceeds: Approximately $35.4 million
• Offering Structure: At-the-market offering pursuant to Rule 415 under the Securities Act of 1933
• Sales Agent: Wilson-Davis & Co., Inc.
• Agent Role: Acting as sales agent under a sales agreement
• Sales Methodology: Ordinary broker transactions on the NYSE American or at prevailing market prices at the time of sale, or at negotiated prices with the agent
• Issuance Timing: From time to time, at the Company’s discretion
• Dividend Rate: 13% stated dividend
• Dividend Structure: Cumulative
• Redemption Feature: Redeemable, perpetual preferred security
• Registration Framework: Shelf registration statement on Form S-3
• SEC Registration File Number: 333-291595
• Registration Effectiveness Date: December 11, 2025
• Prospectus Requirement: Offered only by means of a prospectus supplement and accompanying prospectus forming part of the effective registration statement
• Primary Intended Use of Proceeds: Acquisition of Bitcoin
• Secondary Intended Use of Proceeds: Potential acquisition of precious metals including gold, silver, and copper
• Additional Use of Proceeds: Working capital and general corporate purposes
• Permitted Corporate Uses: Repayment, refinancing, redemption, or repurchase of future indebtedness or capital stock
• Management Discretion: Broad discretion regarding timing and allocation of net proceeds
• Jurisdictional Limitation: No offer or sale in any jurisdiction where unlawful prior to registration or qualification
Use of Proceeds and Capital Allocation Strategy
According to Hyperscale Data, the majority of the net proceeds from the offering, if any, are expected to be deployed toward the acquisition of Bitcoin. The Company further indicated that it may allocate a portion of proceeds to acquire precious metals, including gold, silver, and copper, although it emphasized that the exact allocation will depend on market conditions and management discretion.
A smaller portion of proceeds may be used for working capital and general corporate purposes. These purposes may include the repayment, refinancing, redemption, or repurchase of future indebtedness or capital stock. The Company noted that management will retain broad discretion in determining the precise application and timing of proceeds, and it cannot predict with certainty all particular uses.
This discretionary framework is typical for at-the-market offerings, where capital is raised over time and may support strategic flexibility in capital deployment.
Offering Mechanics and Regulatory Framework
The securities are being offered under a shelf registration statement previously filed with the U.S. Securities and Exchange Commission and declared effective on December 11, 2025. Under this framework, Hyperscale Data may issue shares from time to time without filing a new registration statement for each issuance, provided that offerings occur pursuant to an effective prospectus supplement.
Potential investors are directed to review the prospectus supplement and accompanying prospectus for complete details regarding the offering, risk factors, dividend rights, redemption provisions, and other material terms. The Company reiterated that this announcement does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where such offer or sale would be unlawful prior to registration or qualification.
Wilson-Davis & Co., Inc., acting as sales agent, may facilitate transactions consistent with standard at-the-market practices. In such offerings, securities are sold directly into the market at prevailing prices rather than at a fixed discount typical of underwritten offerings.
Corporate Structure and Subsidiary Operations
Hyperscale Data operates through wholly owned subsidiaries and strategic investments. Its principal operating subsidiary, Sentinum, Inc., owns and operates a data center engaged in digital asset mining and provides colocation and hosting services for artificial intelligence ecosystems and other industries requiring high-performance computing infrastructure.
The Company also owns Ault Capital Group, Inc., a diversified holding company pursuing growth through acquisitions of undervalued businesses and technologies with global applications. Through Ault Capital Group and its subsidiaries, the Company has exposure to mission-critical products and services across multiple sectors, including artificial intelligence software platforms, social gaming, equipment rental services, defense and aerospace, industrial manufacturing, automotive services, medical and biopharma operations, and hospitality.
In addition, Ault Capital Group is engaged in private credit and structured finance through a licensed lending subsidiary.
Planned Divestiture of Ault Capital Group
Hyperscale Data has disclosed that it currently expects to divest Ault Capital Group in the fourth quarter of 2026. Upon completion of the divestiture, Hyperscale Data would operate primarily as a data center owner and operator focused on supporting high-performance computing services, while also holding digital assets.
The divestiture is structured to occur through a voluntary exchange mechanism involving shares of Series F Exchangeable Preferred Stock. On December 23, 2024, the Company issued 1,000,000 shares of Series F Exchangeable Preferred Stock to common stockholders and holders of Series C Preferred Stock on an as-converted basis. Holders who surrender their Series F shares in the exchange offer, and do not withdraw such surrender, will receive Class A and Class B common stock of Ault Capital Group upon completion of the transaction.
Only holders who properly participate in the exchange process will become shareholders of Ault Capital Group following the divestiture.
Digital Asset Strategy and Data Center Positioning
Through Sentinum, Inc., Hyperscale Data owns and operates data center infrastructure that supports digital asset mining and artificial intelligence workloads. The Company’s model combines digital asset exposure with colocation and hosting services aimed at serving emerging AI ecosystems and compute-intensive industries.
By allocating potential proceeds toward Bitcoin acquisitions, the Company signals continued exposure to digital assets alongside its infrastructure operations. The addition of potential precious metals acquisitions indicates diversification considerations within its capital allocation strategy.
The Company’s headquarters are located at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, Nevada 89141.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of federal securities laws, including statements regarding anticipated use of proceeds, potential acquisitions, expected divestiture timing, and future operational positioning. Forward-looking statements are based on current beliefs and assumptions and are subject to risks and uncertainties.
Actual results may differ materially from those expressed or implied due to factors described in the Company’s filings with the U.S. Securities and Exchange Commission, including Forms 10-K, 10-Q, and 8-K. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update them except as required by law.
About Hyperscale Data, Inc.
Hyperscale Data, Inc. (NYSE American: GPUS) is a publicly traded artificial intelligence data center and digital asset infrastructure company headquartered in Las Vegas, Nevada. The Company operates through wholly owned subsidiaries and strategic holdings, combining high-performance computing infrastructure with exposure to digital assets and diversified operating businesses.
Through its wholly owned subsidiary Sentinum, Inc., Hyperscale Data owns and operates a data center facility supporting digital asset mining and colocation services. The facility provides infrastructure for artificial intelligence workloads and other compute-intensive applications requiring sustained power capacity and operational reliability. The Company’s model integrates data center ownership with digital asset exposure, positioning it at the intersection of AI-driven compute demand and blockchain-based asset operations.
In addition to its data center platform, Hyperscale Data owns Ault Capital Group, Inc., a diversified holding company focused on acquiring and operating undervalued businesses and technologies with scalable growth potential. Through Ault Capital Group and its wholly owned and majority-owned subsidiaries, the Company maintains exposure across multiple industries, including artificial intelligence software platforms, social gaming operations, equipment rental services, defense and aerospace components, industrial and automotive services, medical and biopharma-related businesses, hospitality assets, and private credit and structured finance activities conducted through a licensed lending subsidiary.
On December 23, 2024, Hyperscale Data issued 1,000,000 shares of Series F Exchangeable Preferred Stock to holders of its common stock and Series C Preferred Stock on an as-converted basis. The issuance forms part of a planned divestiture of Ault Capital Group. The Company currently expects the divestiture to occur in the fourth quarter of 2026 through a voluntary exchange offer, under which holders of Series F Preferred Stock who surrender their shares and do not withdraw such surrender will receive shares of Class A and Class B common stock of Ault Capital Group.
Upon completion of the anticipated divestiture, Hyperscale Data would operate primarily as an owner and operator of data center infrastructure supporting high-performance computing services, while also maintaining holdings of digital assets. Until the divestiture is completed, the Company continues to operate its diversified holding structure through Ault Capital Group and related subsidiaries.
Hyperscale Data’s principal executive offices are located at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, Nevada 89141. The Company files periodic reports and other disclosures with the U.S. Securities and Exchange Commission, which are publicly available at www.sec.gov. Additional investor information and corporate materials are accessible through the Investor Relations section of its website at hyperscaledata.com.
Media Contact
For additional information, visit hyperscaledata.com.
Source Attribution
Source: Company announcement