Hyperscale Data (GPUS) Proxy filing summary

Executive summary

• Special Meeting to be held virtually in December 2025 to vote on key corporate actions, including capital structure changes and executive compensation.

• Proposals include a reverse stock split, increase in authorized shares, conversion of Series H Preferred Stock, equity issuances to directors and officers, and potential adjournment.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Reverse Stock Split Proposal: Board may effect a reverse split of Class A Common Stock at a ratio between 1-for-2 and 1-for-5 before December 10, 2026, to help maintain NYSE American listing and attract institutional investors.

• Authorized Share Increase Proposal: Seeks to double authorized Class A Common Stock from 500 million to 1 billion shares, providing flexibility for future capital needs.

• Series H Proposal: Approval sought for conversion of up to 100,000 Series H Preferred Stock into Class A Common Stock for up to $100 million, supporting compliance with NYSE listing standards and funding expansion.

• Equity Issuance Proposal: Seeks approval for stock option grants to directors and executive officers, aligning incentives and retention with shareholder interests.

• Adjournment Proposal: Allows meeting adjournment if more time is needed to solicit votes for any proposal.

Board of directors and corporate governance

• Board has discretion to set reverse split ratio and to abandon the split if deemed not in shareholders' best interests.

• Ault & Company, an affiliate, is a significant shareholder and may not vote on the Series H Proposal.

• Board composition may be affected by Series H conversion, as Ault & Company could gain the right to elect directors proportional to its holdings.