SCHEDULE: Activist Demands CEO Resignation, Board Overhaul at Empery Digital

Activist investor Tice Brown, holding 9.8% of Empery Digital Inc., rejected a management buyback offer and renewed calls for CEO Ryan Lane's resignation, a new Board, and immediate Bitcoin liquidation.

Summary

• Tice Brown, an activist investor, beneficially owns 9.8% of Empery Digital Inc.'s common stock.
• Brown declined an unsolicited offer from Empery Digital management to repurchase his shares at 100% of mNAV in exchange for a standstill agreement.
• He criticized the offer, stating it was made from shareholder cash and intended to entrench CEO Ryan Lane, rather than for accretive share repurchases.
• Brown reiterated his demands for the immediate resignation of CEO Ryan Lane, the replacement of the entire Board of Directors, and the immediate sale of all Bitcoin holdings with proceeds returned to shareholders.
• Woodmont Investing LLC (wholly owned by Tice Brown) and Tice P. Brown engaged in several open market transactions, including selling common stock and options, between February 17 and February 22, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as highly negative due to the public demands for leadership change, accusations of management entrenchment, and the rejection of a buyback offer, all indicating significant internal conflict and shareholder dissatisfaction.

Negatives

• Management's unsolicited bid to repurchase Tice Brown's shares at 100% of mNAV was perceived as an attempt to entrench CEO Ryan Lane and not for accretive share repurchases.
• Management is accused of taking actions to entrench themselves and extract compensation and expenses from shareholders.
• Minority shareholders are described as "desperate to get their capital back" and have been selling into company buybacks at "enormous discounts to instantaneous liquidation value."
• The Board is criticized for allowing "embarrassing foolishness" to continue.

Risks

• Potential for ongoing conflict between a significant activist shareholder and current management/Board.
• Risk of management actions being perceived as self-serving (e.g., entrenchment, excessive compensation/expenses).
• Shareholder dissatisfaction and potential for further activist campaigns or proxy fights.
• Uncertainty regarding the company's strategy for its Bitcoin holdings and capital allocation.

Future Outlook

NA

Management Comments

• "Management's stated rationale of buybacks is accretive share repurchases at prices below net asset value, not purchases at 100% of NAV to ensure permanent employment for Ryan Lane."
• "Management has clearly demonstrated again and again that they will take any action to entrench themselves between shareholders and our capital as they continue to extract compensation and expenses from us."

Industry Context

StockSavvy.ai notes that activist investor campaigns, particularly those demanding leadership changes and asset liquidation, are common in sectors where companies hold significant, liquid assets like Bitcoin, and where shareholder value is perceived to be mismanaged. This situation highlights a growing trend of investors pushing for direct returns in companies with substantial crypto holdings, rather than relying on management's long-term strategies.

Comparison to Industry Standards

• The demand for immediate liquidation of Bitcoin holdings and return of proceeds to shareholders aligns with strategies seen in other crypto-holding companies where investors seek to unlock perceived trapped value, rather than holding for speculative appreciation or operational integration.
• The rejection of a buyback offer at 100% of mNAV, despite being a premium to market, suggests Tice Brown believes the underlying value of Empery Digital's assets, particularly Bitcoin, is significantly higher than even the mNAV, or that management's intentions are not aligned with maximizing shareholder value.
• The call for CEO and Board replacement is a common tactic in activist campaigns, comparable to situations where investors successfully push for leadership changes to address underperformance or governance issues.
• The demand for immediate liquidation of Bitcoin holdings and return of proceeds to shareholders is a direct challenge to management's capital allocation strategy, a common point of contention in companies with significant non-operating assets.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for significant value creation if activist demands are met (e.g., Bitcoin liquidation). Conversely, ongoing conflict could create uncertainty and depress share price. Minority shareholders are described as "desperate" for capital return.
• Management/Board: Current CEO Ryan Lane and the Board face direct challenges to their positions and authority.
• Employees: Potential for uncertainty and changes in company direction if leadership changes occur.

Next Steps

• The Board of Directors will need to respond to Tice Brown's demands for CEO resignation, Board replacement, and Bitcoin liquidation.
• Potential for further engagement or escalation of the activist campaign, possibly leading to a proxy fight.
• Management may need to address shareholder concerns regarding capital allocation and perceived entrenchment.

Key Dates

Recommendation

The filing reveals a deep and public conflict between a significant activist shareholder and the company's management and Board. The activist's demands for immediate CEO resignation, Board replacement, and liquidation of core assets (Bitcoin) indicate severe governance issues and a lack of confidence in the current strategy. The rejection of a buyback offer, even at a premium, further underscores the shareholder's belief in significant undervaluation and distrust of management's motives. This level of internal strife creates substantial uncertainty and risk, making the stock a 'sell' until there is a clear resolution that demonstrably aligns management with shareholder interests.

Keywords

Empery Digital Inc., Tice Brown, Activist Investor, Shareholder Activism, Corporate Governance, CEO Resignation, Board Replacement, Bitcoin Sale, Share Repurchase, Schedule 13D, Beneficial Ownership