Hyperscale Data Inc美股招股说明书(2026-02-13版)

HYPERSCALE DATA, INC. Up to $35.4 million of13.00% Series D Cumulative Redeemable Perpetual Preferred StockLiquidation Preference $25.00 per Share We have entered into an At-the-Market Issuance Sales Agreement (the “ATM Sales Agreement”) with Wilson-Davis & Co., Inc. (the “SalesAgent” or “Wilson-Davis”), dated February 13, 2026, relating to the shares of our 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock,par value $0.001 per share (“Series D Preferred Stock”) offered by this prospectus supplement and the accompanying prospectus. In accordance with theterms of the ATM Sales Agreement, we may offer and sell shares of our Series D Preferred Stock having an aggregate offering price of up to $35.4 millionfrom time to time through Wilson-Davis, acting as our sales agent or principal, at our discretion. Our Series D Preferred Stock is listed and traded on the NYSE American, or the Exchange, under the symbol “GPUS PD.” The closing price ofour Series D Preferred Stock on February 12, 2026 was $22.95 per share. Dividends on the Series D Preferred Stock are cumulative from the date of initial issue and will be payable monthly within eight business daysfollowing the dividend record date, when, as and if declared by our board of directors. Dividends will be payable out of amounts legally available thereforat a rate equal to 13.00% per annum per $25.00 of stated liquidation preference per share, or $0.2708333 per share of Series D Preferred Stock per month. We may redeem, at our option, the Series D Preferred Stock, in whole or in part, from time to time, at a redemption price of $25.00 per share,plus any accumulated and unpaid dividends (whether or not declared) on the Series D Preferred Stock up to, but not including, the date of suchredemption, upon written notice, as described in the section entitled “Description of the Series D Preferred Stock — Redemption — RedemptionProcedures.” The Series D Preferred Stock is perpetual and has no stated maturity date, will not be subject to any sinking fund or other mandatoryredemption, and will not be convertible into or exchangeable for any of our other securities, except under certain limited circumstances. Holders of the Series D Preferred Stock will generally have no voting rights, except for limited voting rights if dividends payable on theoutstanding Series D Preferred Stock are in arrears for 18 or more consecutive or non-consecutive monthly dividend periods. Sales of our Series D Preferred Stock, if any, under this prospectus will be made by any method permitted that is deemed an “at the market”offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through theExchange or any other existing trading market in the United States for our Series D Preferred Stock, sales made to or through a market maker other thanon an exchange or otherwise, directly to Wilson-Davis as principal, in negotiated transactions at market prices prevailing at the time of sale or at pricesrelated to such prevailing market prices and/or in any other method permitted by law. If we and Wilson-Davis agree on any method of distribution other than sales of shares of our Series D Preferred Stock on or through theExchange or another existing trading market in the United States at market prices, we will file a further prospectus supplement providing all informationabout such offering as required by Rule 424(b) under the Securities Act. Under the ATM Sales Agreement, Wilson-Davis is not required to sell anyspecific number or dollar amount of securities, but Wilson-Davis will act as our sales agent using commercially reasonable efforts consistent with itsnormal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Wilson-Davis will be entitled to compensation at a commission rate of 3.5% of the gross sales proceeds from each sale of shares of Series DPreferred Stock under the ATM Sales Agreement. See “Plan of Distribution” beginning on page S-25 for additional information regarding thecompensation to be paid to Wilson-Davis. In connection with the sale of the shares of Series D Preferred Stock on our behalf, Wilson-Davis will bedeemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Wilson-Davis will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to Wilson-Davis with respect to certain liabilities, includingliabilities under the Securities Act. Investing in our Series D Preferred Stock involves a high degree of risk. See “Risk Factors” beginning on pageS-10of this prospectussupplement, on page 26 of the accompanying prospectus and under similar headings in the other documents that are incorporated by referenceinto this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission (“SEC”)