ATG Capital fund boosts Empery Digital (EMPD) stake with open-market buys

Rhea-AI Filing Summary

Empery Digital Inc. saw an affiliated investment fund increase its stake through open-market purchases. ATG Capital Opportunities Fund LP, reported as a 10% owner, bought a total of 691,145 shares of common stock in two transactions on February 2 and 3, 2026 at reported weighted average prices of about $4.67–$4.68 per share. After the February 3 transaction, the fund held 4,500,000 shares indirectly. The filing is made jointly by ATG Capital Opportunities Fund LP and related ATG entities, as well as Gabriel Gliksberg, who all disclaim beneficial ownership beyond their pecuniary interest.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ATG Capital Management LP

(Last) (First) (Middle)

16690 COLLINS AVE

STE 1103

(Street)

SUNNY ISLE BCH FL 33160

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/04/2026

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.00001 per share(1)	02/02/2026		P		131,962	A	$4.6689(3)	3,940,817	I	By ATG Fund(2)
Common Stock, par value $0.00001 per share(1)	02/03/2026		P		559,183	A	$4.6789(4)	4,500,000	I	BY ATG Fund(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

ATG Capital Management LP

(Last) (First) (Middle)

16690 COLLINS AVE

STE 1103

(Street)

SUNNY ISLE BCH FL 33160

(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^*

ATG Capital Management GP LLC

(Last) (First) (Middle)

16690 COLLINS AVE

STE 1103

(Street)

SUNNY ISL BCH FL 33160

(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^*

ATG Capital Opportunities Fund LP

(Last) (First) (Middle)

16690 COLLINS AVENUE

SUITE 1103

(Street)

SUNNY ISLES BEACH FL 33160-5687

(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^*

Gliksberg Gabriel

(Last) (First) (Middle)

16690 COLLINS AVENUE

SUITE 1103

(Street)

SUNNY ISLES BEACH FL 33160

(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 4 is filed jointly by ATG Capital Opportunities Fund LP ("ATG Fund"), ATG Capital Management LP ("ATG Management"), ATG Capital Management GP LLC ("ATG GP") and Gabriel Gliksberg (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities of the Issuer 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. Securities owned directly by ATG Fund. As the investment manager of ATG Fund, ATG Management may be deemed to beneficially own the securities owned directly by ATG Fund. ATG GP, as the general partner of ATG Management, may be deemed to beneficially own the securities owned directly by ATG Fund. Gabriel Gliksberg, as the Managing Member of ATG GP, may be deemed to beneficially own the securities owned directly by ATG Fund.

3. The reported price represents a weighted average sale price. These shares were purchased in multiple transactions at prices ranging from $4.5000 to $4.7086 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The reported price represents a weighted average sale price. These shares were purchased in multiple transactions at prices ranging from $4.4877 to $4.7197 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Remarks:

This Form 4 is being amended to add each of ATG Management, ATG GP and Mr. Gliksberg as a reporting person upon receipt of their EDGAR codes.

	/s/ ATG Capital Management LP, By: /s/ Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, its General Partner	02/20/2026
	/s/ ATG Capital Management GP LLC, By: /s/ Gabriel Gliksberg, Managing Member	02/20/2026
	/s/ ATG Capital Opportunities Fund LP, By: /s/ Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, the General Partner of ATG Capital Management LP, its Investment Manager	02/20/2026
	/s/ Gabriel Gliksberg	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did EMPD report in this Form 4/A?

Empery Digital Inc. reported that ATG Capital Opportunities Fund LP, a 10% owner, bought 691,145 common shares in two open-market transactions on February 2 and 3, 2026, increasing its indirect holdings to 4,500,000 shares after the later trade.

Who executed the EMPD share purchases disclosed in this filing?

The purchases were executed by ATG Capital Opportunities Fund LP. Related entities ATG Capital Management LP, ATG Capital Management GP LLC, and Gabriel Gliksberg joined the filing, but each disclaimed beneficial ownership except to the extent of their pecuniary interest in the fund’s securities.

How many EMPD shares were bought and at what prices?

ATG Capital Opportunities Fund LP bought 691,145 Empery Digital common shares in total. One tranche of 131,962 shares used a weighted average price around $4.6689, and another 559,183 shares used about $4.6789, both across multiple trades within stated price ranges.

What was ATG Capital Opportunities Fund LP’s EMPD stake after the transactions?

After the February 3, 2026 purchase, ATG Capital Opportunities Fund LP held 4,500,000 shares of Empery Digital common stock indirectly. This figure reflects the fund’s position following the latest reported open-market buy in the amended Form 4/A filing.

Do the reporting persons claim full beneficial ownership of the EMPD shares?

No. ATG Capital Opportunities Fund LP and the related ATG entities, including Gabriel Gliksberg, expressly disclaim beneficial ownership of Empery Digital securities beyond their pecuniary interest, stating the joint filing should not be viewed as an admission of beneficial ownership.

How were the EMPD trade prices for these insider purchases determined?

The reported per-share prices are weighted averages for multiple trades. For each transaction, shares were purchased in several executions within specified price ranges, and the reporting persons offered to provide detailed trade-by-trade pricing information upon request to the issuer, shareholders, or regulators.