Hyperscale Data Intends To Commence Exchange Offer To Purchase Up To 192,307,692 Class A Shares, Offering Cash And Preferred Stock

Company Moves to Address Significant Gap Between Market Value and Balance Sheet Strength

LAS VEGAS, Nov. 9, 2026 /PRNewswire/ -- Hyperscale Data, Inc. (NYSE:GPUS), an artificial intelligence ("AI") data center company ("Hyperscale Data" or the "Company"), today announced that it intends to commence an exchange offer to purchase up to 192,307,692 shares of its Class A Common Stock, $0.001 par value per share ("Common Stock") in exchange for units (the "Units") consisting of (a) $2.00 in cash and (b) one share of preferred stock with a stated value of $24.00 per share (the "Preferred Stock"), per 100 shares of Common Stock. The Preferred Stock will be entitled to receive an annual dividend of 12.00%.

Stockholders will be able to exchange blocks of 100 shares of Common Stock for one Unit consisting of (a) $2.00 in cash and (b) one share of Preferred Stock which values the Common Stock at $0.26 per share and represents an 82% premium to the November 6, 2026, closing price of $0.1429. The exchange offer will require that a minimum of 100 million shares of Common Stock be tendered by common stockholders.

The Company will seek to list the Preferred Stock on the NYSE American. If the application to list the Preferred Stock is approved by the NYSE American, trading in the Preferred Stock is expected to commence within a 30-day period after the approval of listing.

The Company expects to formally launch the proposed exchange offer around November 17, 2026, subject to board approval, regulatory approval and customary closing conditions. The proposed exchange offer reflects Hyperscale's view that its current market valuation does not accurately reflect the strength of its balance sheet, including its holdings of cash and Bitcoin.