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Hyperscale Data, Inc. (NYSE:GPUS), a diversified holding company ("Hyperscale Data," or the "Company"), announces that it plans to issue a special one-time dividend (the "Distribution") of 20,000,000 shares (the "Issuable Shares") of its Class B Common Stock (the "Class B Common Stock") to all holders of its Common Stock (which we refer to in this press release as the "Class A Common Stock") and its Class B Common Stock (with the Class A Common Stock, the "Common Stock") as well as its Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock (collectively, the "Preferred Stock") on an as-converted basis.
The record date for the Distribution is October 6, 2025 (the "Record Date"). Stockholders who own the Company's Common Stock and Preferred Stock at the close of trading on that date will be eligible to receive the Issuable Shares. Further, the Company has set a payment date of October 31, 2025, subject to adjustment. As of September 19, 2025, the Company had 68,138,668 shares of Class A Common Stock outstanding, 4,989,330 shares of Class B Common Stock outstanding and approximately 154,852,189 Class A Common Stock equivalents, based on the current conversion price of the four series of Preferred Stock issued and outstanding without regard to conversion limitations set forth in their certificates of designation (collectively, the "Eligible Capital Stock"), for an aggregate of approximately 227,980,533 shares of Eligible Capital Stock, with the number of Issuable Shares distributable to holders of the Class A Common Stock being 5,977,618 such shares. Consequently, the number of Issuable Shares is currently approximately 0.0877268 for each share of Eligible Capital Stock (the "Payment Ratio"). However, the Company anticipates that additional shares of Eligible Capital Stock will be issued prior to the Record Date, which would reduce the Payment Ratio.
There is currently no public trading market for the Class B Common Stock. While the Company may seek to have the Class B Common Stock listed for trading on the NYSE American within the foreseeable future, there can be no assurance when, or if, such a listing will occur. The CUSIP number of the Class B Common Stock is 09175M 606.
The Class B Common Stock is identical to the currently outstanding Class A Common Stock, with the exception that each share thereof carries ten (10) times the voting power of a share of Class A Common Stock. The Class B Common Stock is convertible at any time after the payment date into Class A Common Stock on a one-for-one basis. The Company will pay holders of the Eligible Capital Stock cash in lieu of issuing fractional shares of Class B Common Stock. The Distribution has been approved by the NYSE American.
Stockholders should refer to the Company's official announcements or consult their financial advisors for more information about the specifics of the Distribution.
This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy shares of the Company's common stock or any other securities of the Company. The Distribution is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
Posted In: GPUS
