SCHEDULE: Empery Digital Ownership Shift: Insider Exits, Holdings Adjusted

Empery Asset Management and Ryan M. Lane update their beneficial ownership in Empery Digital Inc., noting Martin D. Hoe's departure as a reporting person and recent share sales.

Summary

• Empery Asset Management, LP and Ryan M. Lane filed Amendment No. 2 to their Schedule 13D regarding Empery Digital Inc.
• Martin D. Hoe is no longer deemed a beneficial owner or a Reporting Person as of January 1, 2026.
• Empery Asset Management, LP beneficially owns 2,930,345 shares, representing 8.67% of the Common Stock.
• Ryan M. Lane beneficially owns 3,030,345 shares, representing 8.97% of the Common Stock, including 100,000 shares held directly and 2,930,345 shares shared with Empery Funds.
• The aggregate cost for the Empery Funds' shares is approximately $27,269,192, and for Mr. Lane's direct shares is approximately $1,000,000.
• The percentage of ownership is based on 33,800,951 shares outstanding as of December 5, 2025.
• Reporting Persons sold a total of 253,751 shares in the open market between December 11, 2025, and December 15, 2025, at weighted average prices ranging from $4.3147 to $4.7813 per share.

Sentiment

Score: 4

Explanation: The filing is primarily a factual disclosure of ownership changes and recent sales by a significant holder and insider. The sales activity by a Co-CEO and Chairman could be viewed as a slight negative signal, but the filing itself is neutral in tone and purpose.

Negatives

• Reporting Persons, including Ryan M. Lane (Co-CEO and Chairman), sold a total of 253,751 shares in the open market in December 2025.
• Martin D. Hoe, a previous beneficial owner, is no longer deemed a beneficial owner as of January 1, 2026.

Risks

• Positions in Common Stock may be held in margin accounts of the Empery Funds and may be pledged as collateral security for the repayment of debit balances in such accounts, introducing leverage risk.

Future Outlook

NA

Management Comments

• "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct."

Industry Context

This filing is a routine disclosure of beneficial ownership changes, common in the investment management sector. It reflects portfolio adjustments by a significant institutional investor and an insider, rather than broader industry trends.

Management Changes

Stakeholder Impact

• Shareholders: The disclosure of significant insider selling by a Co-CEO and Chairman, along with the exit of another beneficial owner, could be perceived negatively and potentially impact investor confidence or share price.
• Creditors: The mention of shares potentially being held in margin accounts and pledged as collateral could be relevant to creditors, indicating potential leverage.

Next Steps

• The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the shares of Common Stock sold or purchased at each separate price.

Key Dates

Recommendation

The filing primarily details changes in beneficial ownership and recent open market sales by a significant institutional investor, which includes the company's Co-CEO and Chairman, Ryan M. Lane. While the filing is a routine disclosure, the insider selling activity, particularly by a key executive, could be interpreted as a lack of strong conviction in the near-term stock performance. However, the remaining substantial stake held by the reporting persons suggests continued interest. Without additional fundamental information about the company's operations or strategic direction, a 'hold' recommendation is appropriate, advising investors to monitor future developments and company performance closely.

Keywords

Empery Digital Inc., Empery Asset Management, Ryan M. Lane, Schedule 13D, beneficial ownership, insider selling, common stock, SEC filing, corporate governance, investment management