SCHEDULE: Empery Digital Stake Rises to 13.7% Amid Share Count Drop

ATG Capital's beneficial ownership in Empery Digital Inc. increased to 13.7% due to a reduction in the issuer's outstanding shares, not new transactions.

Summary

• ATG Capital Opportunities Fund LP, ATG Capital Management LP, ATG Capital Management GP LLC, and Gabriel Gliksberg (collectively, the "Reporting Persons") beneficially own 4,500,000 shares of Empery Digital Inc. Common Stock.
• This ownership represents approximately 13.7% of the outstanding shares of Empery Digital Inc.
• The increase in the percentage of outstanding shares owned by the Reporting Persons is solely due to a decrease in the aggregate number of Empery Digital Inc. shares outstanding, not any transactions by the Reporting Persons.
• As of February 20, 2026, there were 32,955,589 shares outstanding, calculated by subtracting 870,240 pre-funded warrants from 33,825,829 total shares as disclosed in a press release on February 23, 2026.
• No transactions in Empery Digital Inc. securities have been made by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily a regulatory update reflecting a passive change in ownership percentage due to a decrease in the issuer's outstanding shares, not an active investment decision or new company performance.

Positives

• The Reporting Persons maintain a significant stake of 13.7% in Empery Digital Inc., indicating continued institutional interest.
• The passive increase in percentage ownership means the Reporting Persons' stake is more concentrated without additional investment.

Future Outlook

No forward-looking statements or guidance are provided by the company or the reporting persons in this filing.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are standard regulatory disclosures for significant ownership changes. This particular amendment highlights a passive increase in a major investor's stake due to issuer-level share count adjustments, which can sometimes occur after corporate actions like share repurchases or warrant exercises/expirations. This type of update is routine and does not typically signal a new strategic move by the investor.

Comparison to Industry Standards

• This filing is a standard regulatory disclosure for a change in beneficial ownership percentage, aligning with SEC requirements for Schedule 13D amendments.

Stakeholder Impact

• Shareholders: Existing shareholders might observe a slightly more concentrated ownership structure, which could be interpreted neutrally as it's a passive change, or potentially positively as a significant institutional holder maintains its position.

Key Dates

Recommendation

The filing is a routine regulatory update indicating a passive increase in beneficial ownership percentage due to a reduction in the issuer's outstanding shares, not an active investment decision or new company performance data. It does not provide sufficient new information to alter an existing investment thesis, thus a "hold" recommendation is appropriate.

Keywords

Empery Digital, ATG Capital, Schedule 13D, beneficial ownership, common stock, institutional investor, shareholding, SEC filing