Empery Digital (EMPD) insiders report 10% stake and call spread in Form 3

Rhea-AI Filing Summary

Empery Digital Inc. insider Brown Tice and Woodmont Investing LLC filed an initial Form 3 disclosing over 10% beneficial ownership of the company’s common stock. The filing shows Mr. Brown directly holding 520,894 common shares and Woodmont Investing LLC indirectly holding 2,141,128 common shares.

The report also lists derivative positions held through Woodmont as a call spread: long call options providing a right to buy shares at $5.00 per share and short call options creating an obligation to sell shares at $10.00 per share. These options were immediately exercisable as of acquisition and remain exercisable as of the filing date.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Brown Tice

(Last) (First) (Middle)

PO BOX 20907

(Street)

NEW YORK NY 10009

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2026

3. Issuer Name and Ticker or Trading Symbol
Empery Digital Inc. [ EMPD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.00001 per share(1)(2)	520,894	D
Common Stock, par value $0.00001 per share(1)(2)	2,141,128	I	By Woodmont Investing LLC(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Long Call Option (right to buy)	(3)(4)	01/15/2027	Common Stock, par value $0.00001 per share	580,000	$5	I	By Woodmont Investing LLC(1)(2)
Short Call Option (obligation to sell)	(3)(4)	01/15/2027	Common Stock, par value $0.00001 per share	580,000	$10	I	By Woodmont Investing LLC(1)(2)
Long Call Option (right to buy)	(3)	05/15/2026	Common Stock, par value $0.00001 per share	100,000	$2.99	I	By Woodmont Investing LLC(1)(2)

1. Name and Address of Reporting Person^*

Brown Tice

(Last) (First) (Middle)

PO BOX 20907

(Street)

NEW YORK NY 10009

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Woodmont Investing LLC

(Last) (First) (Middle)

PO BOX 20907

(Street)

NEW YORK NY 10009

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by Woodmont Investing LLC and Tice P. Brown (collectively, the "Reporting Persons"). Woodmont Investing LLC has the same business address as Mr. Brown and may be deemed to have a pecuniary interest in the securities reported on this Form 3 (the "Subject Securities"). The Reporting Persons collectively beneficially own over 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the Subject Securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Mr. Brown, as the managing member of Woodmont Investing LLC, may be deemed to beneficially own the securities owned directly by Woodmont Investing LLC.

3. Such derivative securities are exercisable as of the date hereof and were immediately exercisable upon their acquisition.

4. These options reflect a "call spread," a call equivalent position and single priced and printed transaction pursuant to which the Reporting Person simultaneously (1) purchased call option contracts representing a right to purchase shares of the issuer's common stock at $5.00 per share and (2) sold call option contracts representing an obligation to sell shares of the issuer's common stock at $10.00 per share.

	/s/ Tice P. Brown	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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FAQ

What does the Form 3 for EMPD reveal about Brown Tice and Woodmont Investing LLC?

The Form 3 shows Brown Tice and Woodmont Investing LLC jointly reporting beneficial ownership of over 10% of Empery Digital’s common stock. It details both direct holdings by Mr. Brown and indirect holdings through Woodmont, plus immediately exercisable call option positions structured as a call spread.

How many Empery Digital (EMPD) shares does Brown Tice hold directly on the Form 3?

Brown Tice directly holds 520,894 shares of Empery Digital’s common stock as reported on the Form 3. This direct position is separate from additional common stock and derivative securities that are held indirectly through Woodmont Investing LLC, where he serves as managing member.

What indirect Empery Digital (EMPD) ownership is reported through Woodmont Investing LLC?

The Form 3 reports Woodmont Investing LLC indirectly holding 2,141,128 shares of Empery Digital common stock. Footnotes state Mr. Brown, as Woodmont’s managing member, may be deemed to beneficially own these securities, while both reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest.

What derivative positions related to EMPD are disclosed in the Form 3 filing?

The filing discloses a call spread consisting of long and short call options on Empery Digital stock. The reporting persons purchased call options with a $5.00 strike price and simultaneously sold call options with a $10.00 strike price, all of which are immediately exercisable.

Are the Empery Digital (EMPD) options reported on Form 3 currently exercisable?

Yes. The footnotes explain that the derivative securities reported, including the call spread options, are exercisable as of the date of the filing and were immediately exercisable upon acquisition. This means the holders can exercise their contractual rights without any additional vesting conditions.

Do Brown Tice and Woodmont Investing LLC admit full beneficial ownership of all EMPD securities reported?

No. The Form 3 states each reporting person disclaims beneficial ownership of the subject securities except to the extent of his or its pecuniary interest. The filing clarifies it should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.