Empery Digital (NASDAQ: EMPD) details progress on $150M buyback

Rhea-AI Filing Summary

Empery Digital Inc. updated investors on activity under its $150 million stock repurchase program. As of January 30, 2026, the company has repurchased 14,041,998 common shares at an average price of $6.94 per share, including fees and commissions.

After these buybacks, approximately $53 million remains authorized for future repurchases. The company reports a current share count of 37,378,237 shares outstanding after giving effect to the potential exercise of 870,240 pre-funded warrants. The details were shared via a February 2, 2026 press release.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026 (January 30, 2026)

__________________________

Empery Digital Inc.

(Exact Name of Registrant as Specified in its Charter)

__________________________

Delaware	001-40867	84-4882689
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3121 Eagles Nest Street, Suite 120

Round Rock, TX 78665

(Address of principal executive offices and zip code)

(512) 400-4271

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		EMPD		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Information.

On February 2, 2026, Empery Digital Inc. (the “Company”) issued a press release providing an update on repurchases by the Company under the Company’s stock repurchase program.

As of January 30, 2026, 14,041,998 shares of the Company’s common stock have been repurchased by the Company under the Company’s previously announced $150 million stock repurchase program at an average purchase price per share of $6.94, including all fees and commissions. Following these repurchases, approximately $53 million remains available for future repurchases under the stock repurchase program  and the current number of shares outstanding is 37,378,237, after giving effect to the potential exercise of 870,240 pre-funded warrants.

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated February 2, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Empery Digital Inc.
	(Registrant)
Date: February 2, 2026	/s/ Greg Endo
	Greg Endo Chief Financial Officer

3

FAQ

How many Empery Digital (EMPD) shares have been repurchased so far?

Empery Digital has repurchased 14,041,998 shares of its common stock under its authorized program. These shares were bought at an average price of $6.94 per share, including all fees and commissions, as of January 30, 2026.

What is the total size of Empery Digital (EMPD)'s stock repurchase program?

Empery Digital operates a $150 million stock repurchase program. This authorization allows the company to buy back its common stock over time, reducing the public float and potentially changing the balance between available shares and investor demand.

How much capacity remains under Empery Digital (EMPD)'s buyback authorization?

Following completed repurchases, approximately $53 million remains available under Empery Digital’s $150 million stock repurchase program. This remaining capacity can be used for additional common stock buybacks, subject to management’s decisions and applicable regulatory and market conditions.

What is Empery Digital (EMPD)'s current share count after recent buybacks?

After recent repurchases, Empery Digital reports 37,378,237 shares outstanding. This figure is stated after giving effect to the potential exercise of 870,240 pre-funded warrants, providing a snapshot of the company’s current fully diluted share position.

At what average price has Empery Digital (EMPD) been repurchasing shares?

Empery Digital has been buying back its common stock at an average purchase price of $6.94 per share. This average includes all related fees and commissions incurred through January 30, 2026 under the ongoing stock repurchase program.

How did Empery Digital (EMPD) communicate its stock repurchase update?

The company issued a press release dated February 2, 2026 detailing progress under its stock repurchase program. That release, attached as Exhibit 99.1 to the Form 8-K, provides formal disclosure of buyback activity and remaining authorization.