Empery Digital (EMPD) Proxy filing summary

Executive summary

• Strategic pivot in July 2025 from a bitcoin treasury strategy to AI infrastructure investments, partnering with Hunt Properties to capitalize on data center demand.

• Major investments include a $65M stake in a Midwest AI data center and a $20M stake in Cardinal Data Power's West Texas campus, targeting over $440M in expected cash flow over 15 years.

• Balance sheet as of August 2026: 1,179 bitcoin, $62M cash, $35M debt, NAV per share of $4.83, with equity believed significantly undervalued relative to NAV.

• Share repurchase program increased to $200M, with 15.9M shares repurchased as of February 2026, funded by bitcoin sales and debt facility drawdowns.

• ATG Capital withdrew its campaign for board control after litigation and court sanctions; board urges support for its nine nominees at the October 14, 2026 annual meeting.

Voting matters and shareholder proposals

• Board unanimously recommends voting FOR only its nine nominees using the WHITE proxy card at the virtual annual meeting on October 14, 2026.

• Shareholders are urged to withhold votes from ATG Capital's nominees, who are criticized for lacking relevant experience and a credible plan.

• No equity issuances anticipated at or near current share price levels for ongoing investments.

Board of directors and corporate governance

• Board is majority independent, highly qualified, and has been refreshed with 7 of 9 directors since 2024.

• Directors bring expertise in capital markets, digital assets, energy infrastructure, and regulatory environments.

• Dedicated Audit, Compensation, and Governance committees are in place.

• Board terminated the shareholder rights plan seven months early, citing no current need.