Hyperscale Data, Inc. 8-K

What Happened
Hyperscale Data, Inc. (GPUS) announced on February 13, 2026 that it entered into an At‑the‑Market Issuance Sales Agreement with Wilson‑Davis & Co., Inc. to sell shares of its 13% Series D Cumulative Redeemable Perpetual Preferred Stock. The company filed a prospectus supplement the same day to offer up to $35,400,000 of the preferred stock through an ATM offering under its effective Form S‑3 registration statement (No. 333‑291595, declared effective December 11, 2025). The agent will use commercially reasonable efforts to sell shares consistent with the company’s instructions and market rules.

Key Details

• Date filed: February 13, 2026 (8‑K and prospectus supplement).
• Offering type: At‑the‑market (ATM) offering under Rule 415 of the Securities Act.
• Size and security: Up to $35,400,000 of 13% Series D Cumulative Redeemable Perpetual Preferred Stock (par value $0.001).
• Controls and termination: Hyperscale sets sale parameters (amounts, timing, price limits); either party may suspend or terminate the Sales Agreement per its terms.
• Additional filings: Legal opinion from Olshan Frome Wolosky LLP filed as Exhibit 5.1; press release furnished as Exhibit 99.1.

Why It Matters
This ATM program gives Hyperscale a flexible way to raise capital over time by selling preferred shares at prevailing market prices rather than a single large offering. For investors, the move can provide liquidity and capital to the company but may increase preferred‑share outstanding and affect capital structure — the Series D carries a 13% dividend and, as preferred stock, has priority over common equity for dividends and in liquidation. There is no guarantee any shares will be sold or how many will ultimately be issued; dilution and financial impact depend on future sales under the agreement.