Private Placement (Form 8-K)

Between October 10, 2025 and October 27, 2025, Hyperscale Data, Inc. (the "Company") issued an aggregate of 10 shares of its Class A common stock ("Class A Common Stock") upon conversion of an equal number of shares of Class B common stock. Between October 24, 2025 and October 28, 2025, the Company issued an aggregate of 7,500,000 shares of Class A Common Stock upon conversion of 3,000 shares of Series B Convertible Preferred Stock. On October 28, 2025, the Company issued 2,500,000 of Class A Common Stock upon conversion of $1,000,000 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 30, 2025, the Company had 323,826,710 shares of Class A Common Stock outstanding.