Empery Digital (EMPD) Proxy Filing summary

Executive summary

• Received director nomination notices from ATG Capital Management and Tice P. Brown for the 2026 Annual Meeting; meeting date not yet announced.

• Board is reviewing nominations per bylaws and will provide recommendations in the proxy statement.

• Company emphasizes its transformation to a low-cost, capital-efficient, and transparent bitcoin treasury, with a focus on maximizing bitcoin per share and closing the NAV gap.

• Share repurchase program has reduced the NAV gap by approximately 40% and increased bitcoin per share by nearly 3% since January 29, 2026.

• Management and board are significant equity owners, aligning their interests with shareholders.

Voting matters and shareholder proposals

• Two separate director nominations received for the 2026 Annual Meeting from ATG Capital and Tice P. Brown.

• Board will review nominations and make formal recommendations in the proxy statement.

• Shareholders are not required to take any action at this time.

Board of directors and corporate governance

• Board and management team have expertise in capital markets, asset management, digital assets, and regulatory environments.

• Board rejected ATG Capital's demand for control without compensating all shareholders.

• Board determined that immediate liquidation of the bitcoin portfolio is not in shareholders' best interests.