8-K: Empery Digital Updates Share Buyback Program

Empery Digital Inc. announced an update on its $150 million share repurchase program, having bought back 13.7 million shares at an average price of $6.99.

Summary

• Empery Digital Inc. provided an update on its $150 million stock repurchase program.
• As of November 28, 2025, 13,675,782 shares of common stock have been repurchased.
• The average purchase price per share was $6.99, including all fees and commissions.
• Approximately $54 million remains available for future repurchases under the program.
• The current number of shares outstanding is 37,744,453, after accounting for the potential exercise of 3,913,538 pre-funded warrants.
• Share repurchases were funded by borrowings under announced $150 million borrowing facilities, with $100 million already drawn.

Sentiment

Score: 7

Explanation: The update on the share repurchase program is a positive signal for shareholders, demonstrating active capital management and a commitment to increasing shareholder value by reducing outstanding shares and aiming to increase bitcoin per share. The use of borrowings for funding is noted but not presented as a negative in the context of the filing.

Positives

• The company is actively executing its $150 million share repurchase program, demonstrating commitment to shareholder value.
• Repurchases are aimed at increasing bitcoin per share through accretive buybacks at prices below Net Asset Value (NAV).
• The program has already repurchased a significant number of shares (13,675,782), reducing the outstanding share count.
• $54 million remains available for future repurchases, indicating continued potential for shareholder value creation.

Risks

• Changes in business, market, financial, political, and regulatory conditions.
• Risks relating to the company's operations and business, including the highly volatile nature of Bitcoin and other cryptocurrencies.
• The risk that the company's stock price may be highly correlated to the price of the digital assets it holds.
• Risks related to increased competition in the industries in which the company operates.
• Significant legal, commercial, regulatory, and technical uncertainty regarding digital assets generally.
• Risks relating to the treatment of crypto assets for U.S. and foreign tax purposes.
• General risks and uncertainties identified in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Quarterly Reports on Form 10-Q for the three months ended March 31, 2025, June 30, 2025, and September 30, 2025.

Future Outlook

Management remains committed to increasing bitcoin per share through accretive share repurchases at prices below Net Asset Value (NAV) and will continue to generate value for shareholders. Future share repurchases are contingent on the common stock trading below NAV.

Management Comments

• Management remains committed to increasing bitcoin per share through accretive share repurchases at prices below NAV to continue to generate value for shareholders.

Industry Context

This announcement reflects a trend among digital asset management companies, particularly those with a Bitcoin treasury strategy, to actively manage their capital structure to enhance shareholder value. By repurchasing shares, Empery Digital aims to increase its "bitcoin per share" metric, a key performance indicator for companies in this sector, especially when their stock trades below their Net Asset Value (NAV). This strategy is common among companies that believe their market valuation does not fully reflect the underlying value of their digital asset holdings.

Comparison to Industry Standards

• The strategy of using share repurchases to increase "bitcoin per share" is a specific metric relevant to Bitcoin-focused companies.
• Many public companies engage in share repurchase programs to return capital to shareholders and potentially boost earnings per share, but the specific focus on "bitcoin per share" is unique to this niche.
• No specific comparable companies or projects are mentioned in the filing for direct comparison.

Stakeholder Impact

• Shareholders: Potential for increased value per share (including bitcoin per share) due to reduced share count and management's commitment to accretive repurchases.
• Creditors: The company has drawn $100 million from $150 million borrowing facilities, increasing its debt obligations.

Next Steps

• Continue future repurchases under the $150 million stock repurchase program, contingent on the common stock trading below NAV.

Key Dates

Recommendation

The ongoing share repurchase program is a positive signal, indicating management's confidence and commitment to shareholder value, especially by aiming to increase bitcoin per share. However, the company operates in the highly volatile digital asset space, and the funding of repurchases through borrowings introduces leverage. While the strategy is sound for a company trading below NAV, the inherent risks of the industry and the use of debt warrant a "hold" rather than a "buy" for a seasoned investor, pending further financial performance and market stability.

Keywords

Digital Asset Management, Bitcoin, Share Repurchase, Stock Buyback, Cryptocurrency, Blockchain, EMPD, NASDAQ, SEC Filing, Corporate Governance, Shareholder Value