Form 4: Hyperscale Data Executive Chairman Boosts Stake

Milton C. Ault III, Executive Chairman of Hyperscale Data, Inc., increased his beneficial ownership through direct and indirect common stock purchases and derivative acquisitions.

Summary

• Milton C. Ault III, Executive Chairman and 10% owner of Hyperscale Data, Inc. (GPUS), reported multiple acquisitions of common stock and derivative securities.
• Direct common stock purchases totaled 4,300 shares across two transactions on September 11, 2025, and November 18, 2025, at prices of $0.37 and $0.2363, respectively.
• Indirect common stock purchases through Ault & Company, Inc. totaled 255,656 shares on November 18 and 19, 2025, at prices of $0.2372 and $0.229, respectively.
• Beneficial ownership of common stock following these transactions is 23,550 shares directly and 274,905 shares indirectly via Ault & Company, Inc.
• Ault also holds 116 shares of 13% Series D Cumulative Redeemable Perpetual Preferred Stock directly.
• Significant derivative holdings include 1,721 direct and 14,679,698 indirect Class B Common Stock shares, convertible 1:1 into Class A Common Stock, received as stock dividends.
• Indirect holdings through Ault & Company, Inc. also include Series C, G, and H Convertible Preferred Stock (50,000, 960, and 4,000 shares respectively), all convertible into Class A Common Stock at a conversion price of $0.324 per share as of November 20, 2025.
• Warrants held indirectly include Series C Warrants (422,337 shares underlying at $118.3875), Series G Warrants (162,217 shares underlying at $5.918), and October 2023 Warrants (54,498 shares underlying at $160.7375), all with a five-year term and exercisable after six months.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to significant insider buying by the Executive Chairman, indicating confidence. However, the declining purchase prices for common stock and deeply out-of-the-money warrants introduce some caution.

Positives

• Significant insider buying by the Executive Chairman and a 10% owner, Milton C. Ault III, through both direct and indirect common stock purchases, indicating confidence in the company's future.
• Acquisition of common stock at prices ranging from $0.229 to $0.37 per share.
• Receipt of Class B Common Stock as stock dividends, increasing beneficial ownership without direct cash outlay.

Negatives

• The common stock purchase prices on November 18 and 19, 2025 ($0.2363, $0.2372, $0.229) are lower than the September 11, 2025 purchase price ($0.37), suggesting a decline in the stock price over that period.
• The exercise prices for some warrants (e.g., Series C Warrants at $118.3875, October 2023 Warrants at $160.7375) are significantly higher than current common stock purchase prices, indicating they are deeply out-of-the-money.

Risks

• The conversion prices for Series C, G, and H Convertible Preferred Stock are subject to adjustment based on future issuances of Class A Common Stock at lower prices, which could dilute existing shareholders.
• The high exercise prices of certain warrants (Series C and October 2023 Warrants) suggest a significant gap between current market value and potential future value required for their in-the-money exercise, posing a risk to their eventual value realization.

Future Outlook

This Form 4 does not contain explicit forward-looking statements or guidance beyond the terms of the derivative securities.

Management Comments

• Milton C. Ault, III, is the Chief Executive Officer of Ault & Company, Inc. ("Ault & Co.") and is deemed to beneficially own the shares held by Ault & Co.
• Mr. Ault, Chief Executive Officer of Ault & Co., is a director of the Issuer. For purposes of Section 16 of the Exchange Act, Ault & Co. may be deemed a director by deputization by virtue of its representation on the Board of Directors of the Issuer.

Industry Context

This filing is a standard insider transaction report and does not provide information to analyze broader industry trends or competitors.

Related Party Transactions

• Milton C. Ault III, as CEO of Ault & Company, Inc., is deemed to beneficially own shares held by Ault & Co., which is a related entity.
• Ault & Company, Inc. may be deemed a director by deputization due to its representation on the Board of Directors of Hyperscale Data, Inc.

Stakeholder Impact

• Shareholders: Increased insider ownership may signal confidence to existing and potential shareholders. The terms of convertible preferred stock and warrants could lead to future dilution if converted/exercised, especially if conversion prices are adjusted downwards.
• Management: The Executive Chairman's increased stake aligns his interests more closely with long-term shareholder value.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares purchased at each price upon request by the SEC staff, the issuer, or a security holder.
• The warrants will become exercisable on the first business day after the six-month anniversary of their issuance date.

Key Dates

Recommendation

The significant insider buying by the Executive Chairman is a positive signal, suggesting confidence in the company's future prospects. However, the declining purchase prices for common stock and the deeply out-of-the-money status of some warrants indicate potential challenges or a depressed stock price. Given the mixed signals and the nature of a Form 4 filing which primarily reports transactions rather than operational performance, a "hold" recommendation is appropriate. Investors should monitor future operational reports and market conditions to assess the long-term viability and growth potential of Hyperscale Data, Inc. The insider buying provides a floor of confidence, but the current valuation and warrant exercise prices suggest caution.

Keywords

Hyperscale Data, GPUS, Milton C. Ault III, Insider Trading, Form 4, Beneficial Ownership, Common Stock, Preferred Stock, Warrants, Ault & Company, Executive Chairman, Stock Purchases, Derivative Securities