Private Placement (Form 8-K)

Between September 29, 2025 and October 7, 2025, Hyperscale Data, Inc. (the "Company") issued an aggregate of 8,750,000 shares of its Class A common stock ("Class A Common Stock") upon conversion of 3,500 shares of Series B Convertible Preferred Stock. Between September 29, 2025 and October 8, 2025, the Company issued an aggregate of 256 shares of Class A Common Stock upon conversion of an equal number of shares of Class B common stock. On October 7, 2025, the Company issued 2,264,155 shares of Class A Common Stock upon conversion of $905,662 of principal and accrued interest under a convertible note. The shares of Class A Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

As of October 9, 2025, the Company had 188,945,811 shares of Class A Common Stock outstanding.