Vertical Data announces potential private placement

Item

2.02. Results of Operations and Financial Condition.

Based on preliminary information, ²Vertical Data Inc. (the "Company") currently estimates that its revenue for the three months ended September 30, 2026 was between approximately US$0.4 million and US$0.5 million.^{1 2}This estimate is preliminary and unaudited, is subject to the completion of the Company's financial closing procedures and the audit of its financial statements for the fiscal year ended September 30, 2026, and may differ materially from the Company's actual results.² The Company's independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to this estimate.

The information in this Item 2.02 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item

3.02. Unregistered Sales of Equity Securities.

The issuance of the Company's shares in the private placement transactions described under Item 8.01 of this Current Report on Form

8-K will be made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, for the offer and sale of securities not involving a public offering, and Rule 506(b) of Regulation D promulgated under the Securities Act.

Item

8.01. Other Events.

The

Company is filing this Current Report on Form 8-K to disclose the information set forth below. In connection with its evaluation of a potential private placement transaction, the Company previously made the information included in this Current Report on Form 8-K (this "Form 8-K") available to certain institutional investors and accredited investors under confidentiality agreements that require the Company to disclose the information publicly.³ The Company is filing this Form 8-K to satisfy that disclosure obligation. The Company intends to issue shares of its common stock in a private placement transaction for gross proceeds of approximately $4.2 million, before fees, which private placement will be consummated in one or more closings dated on or about the date of this Form 8-K.⁴

Except as otherwise indicated, definitive agreements and financing for the transactions described below remain under negotiation, and there can be no assurance that any of them will be completed on the terms described or at all. In addition, unless otherwise indicated, amounts in Swedish kronor ("SEK") are translated into U.S. dollars at the exchange rates at which the Company funded the relevant payments.

The exchange rate on October 29, 2026, was approximately SEK 9.85 per US$1.00.

GPU-as-a-Service

Term Sheet — Approximately 16,000 GPUs

In

September 2026, the Company entered into a non-binding term sheet with a cloud services provider (the "Cloud Provider") under which the Company would provide GPU-as-a-Service on a fully managed basis for a dedicated cluster of approximately 16,000 NVIDIA Blackwell-generation GPUs, to be used by the Cloud Provider to serve a sovereign government end customer, for an initial term of five years on a take-or-pay basis.

Assuming the contract is fully performed over the initial term, the arrangement would represent aggregate contract value of approximately

US$2.8 billion.

The term sheet contemplates that the hardware would be held,