Empery Digital Receives Director Nominations from ATG
Empery Digital has received two separate notice of nominations from ATG Capital Management and Tice Brown informing the Company of their intent to nominate directors to Empery Digital's Board of Directors at the Company's 2026 Annual Meeting of Stockholders. The date for the Annual Meeting has not yet been announced. The Nominating and Corporate Governance Committee of Empery Digital's Board will review the notice of nomination in accordance with the Company's bylaws and with the assistance of its legal counsel. The Board will make its formal recommendations regarding director nominations in the Company's proxy statement, which will be filed with the Securities and Exchange Commission and mailed to stockholders eligible to vote at the 2026 Annual Meeting. Empery Digital issued a statement, which read in part, "Empery Digital is focused on executing its strategy and driving value for all shareholders. Since announcing its treasury strategy, a little more than six months ago, Empery Digital has undergone a major transformation and now operates a low cost, capital efficient and highly transparent bitcoin treasury. While Empery Digital has traded at a discount to NAV, management has consistently acted in the best interests of its shareholders by implementing the largest share repurchase program within the digital asset treasury sector. At this time, we believe repurchasing shares below NAV is the best way to achieve our stated goal of increasing Bitcoin per share, closing the NAV gap and maximizing shareholder value, as evidenced by the approximately 40% reduction in the NAV gap and nearly 3% increase in Bitcoin per share since January 29, 2026. The successful execution of the Company's strategy has resulted in an approximately 39% increase in Bitcoin per share since its last Bitcoin purchase on August 27, 2025.Empery Digital has attempted to engage constructively with both ATG Capital and Mr. Brown, as we do with all shareholders, and reach a resolution that avoided a costly and distracting proxy campaign. ATG has refused Empery Digital's efforts and Mr. Brown has resorted to issuing false and abusive personal public attacks on management. The escalation of these campaigns has forced the Company to spend shareholder resources to defend itself, ultimately harming shareholders by reducing the amount of funds available to execute the current strategy to repurchase shares below NAV. ATG Capital, who has not spoken to a single company director or executive, is attempting to take control of our company without appropriately compensating all shareholders, a demand that ATG Capital made privately when it first contacted Empery Digital's counsel in early February and that Empery Digital's Board rejected to protect the interests of all shareholders. To date, ATG Capital has declined the Company's requests for a meeting. In addition, Empery Digital's Board and management team have already thoroughly evaluated Mr. Brown's well-publicized demands and determined that the mathematical analysis does not support an immediate liquidation of the Company's entire Bitcoin portfolio and therefore is not in the best interests of all shareholders. In fact, Mr. Brown's preferred strategy would have prevented shareholders from realizing the benefit from these significant increases in Bitcoin per share and deprive them of additional exposure from future increases. Empery Digital is disappointed Mr. Brown continues to misrepresent and distort the facts to advance his self-serving campaign. Empery Digital is led by a management team with deep capital markets and asset management expertise and is overseen by a highly qualified, independent and experienced Board whose collective experience spans digital assets, financial innovation and complex regulatory environments. Empery Digital's Board believes it has exactly the right team and incentive structure in place to support value creation for shareholders by maximizing bitcoin per share."
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- Director Nomination Notices: Empery Digital has received nominations from ATG Capital and Tice P. Brown for directors to be proposed at the 2026 Annual Meeting, indicating potential shifts in the company's governance structure despite the meeting date being unannounced.
- Annual Meeting Preparations: The Board will review the nomination notices in accordance with the company's bylaws and with legal counsel's assistance, ensuring transparency and compliance while safeguarding shareholder interests through formal recommendations in the proxy statement.
- Impact of Buyback Program: Since announcing its treasury strategy, Empery Digital has executed the largest share repurchase program in the digital asset sector, successfully reducing the NAV gap by approximately 40% and increasing Bitcoin per share by nearly 3%, demonstrating the company's commitment to enhancing shareholder value.
- Management-Shareholder Engagement: Despite the management's efforts to engage constructively with ATG Capital and Mr. Brown, the refusal to communicate has forced the company to allocate resources for self-defense, potentially impacting the execution of its strategy and the long-term interests of shareholders.

Company Overview: Empyre Digital Inc. has received nomination notices from ATG Capital and Tice P. Brown, indicating potential recognition or awards.
Industry Context: The nominations suggest that Empyre Digital is gaining attention within its industry, possibly for its innovative contributions or performance.
- Response to Shareholder Letter: Empery Digital expresses disappointment over Tice P. Brown's letter, highlighting his misrepresentation of facts, particularly that he never communicated with the broker executing the stock repurchase program, which underscores the company's commitment to transparent shareholder communication.
- Management's Intent: Co-CEO Ryan Lane states that the management team will focus on enhancing shareholder value and will not respond to Brown's statements, indicating a strategic commitment to core business objectives and shareholder interests.
- Stock Repurchase Commitment: The company is dedicated to maximizing per-share value through opportunistic share repurchases at prices below NAV, with adequate cash flow to support this initiative, reflecting its strong financial position.
- Bitcoin Strategy: Empery Digital plans to leverage existing cash balances and reduce bitcoin holdings as necessary to fund future share repurchases and repay outstanding debt, demonstrating strategic flexibility in digital asset management.

- Cash Management Strategy: Empyre Digital Inc. plans to utilize cash reserves for operational management and strategic investments.
- Bitcoin Reduction: The company intends to reduce its Bitcoin holdings to facilitate repurchases and enhance liquidity.
- Significant Price Surge: ZIM Integrated Shipping shares jumped 38.1% to $30.65 in pre-market trading, indicating strong market optimism regarding its future performance, which may attract more investor interest.
- Positive Market Reaction: This notable price fluctuation reflects investor confidence in the company's potential growth and profitability, potentially leading to further increases in subsequent trading days and enhancing its market position.
- Industry-Wide Impact: The surge in ZIM's stock price could influence investor sentiment across the shipping industry, prompting fluctuations in the stock prices of other related companies and affecting overall industry performance.
- Increased Investor Attention: As the stock price rises, ZIM may attract more attention from analysts and investors, further driving its market performance and trading volume, thereby strengthening the company's competitiveness in the shipping market.
- Repurchase Progress: Empery Digital has repurchased 15,882,992 shares under its $200 million share repurchase program as of February 10, 2026, at an average price of $6.63 per share, demonstrating the company's commitment to repurchasing shares opportunistically below net asset value (NAV).
- Credit Facility Amendment: The amendment with Two Prime Lending reduces the initial collateral requirement from 250% to 174%, which not only frees up collateral but also enhances management's flexibility to fund future share repurchases and repay higher collateral requirement borrowings.
- Interest Rate Increase Impact: The amendment raises the interest rate on the facility from 6.5% to 7.5%, which, while increasing financing costs, reflects the company's ongoing commitment to maximizing per-share value through balance sheet optimization.
- Bitcoin Holding Strategy: The company plans to reduce its bitcoin holdings to fund future share repurchases, a strategy that not only aims to close the NAV gap but also potentially enhances financial stability amid market volatility.





