Activist ATG Capital takes 13.7% stake, targets Empery Digital (EMPD) board

Rhea-AI Filing Summary

Empery Digital Inc. received an amended Schedule 13D from ATG Capital–affiliated entities and Gabriel Gliksberg, reporting beneficial ownership of 4,500,000 shares of common stock, representing 13.7% of the class. All reporting persons list shared voting and dispositive power over these shares.

On February 26, 2026, ATG Capital Opportunities Fund submitted a nomination notice proposing nine director candidates, including Gabriel D. Gliksberg, for election to the board at the 2026 annual meeting. The parties entered into a Joint Filing and Solicitation Agreement covering joint SEC filings, coordinated proxy solicitation, trading restrictions while the issuer’s rights agreement is in effect, expense sharing, indemnification letters for most nominees, and powers of attorney authorizing Gliksberg to execute related documents. The group states there have been no transactions in the issuer’s securities since Amendment No. 3.

Insights

Activist & governance analyst

ATG Capital discloses a 13.7% stake and launches a board contest.

ATG Capital–related entities and Gabriel Gliksberg report beneficial ownership of 4,500,000 Empery Digital shares, or 13.7% of the common stock. This level typically reflects a significant, potentially influential shareholder with shared voting and dispositive power across several affiliated entities.

The filing escalates to an activist campaign: on February 26, 2026 the group nominated nine directors for election at the 2026 annual meeting and signed a Joint Filing and Solicitation Agreement to coordinate proxy efforts. The agreement also centralizes trading decisions while a rights agreement is in effect and allocates solicitation expenses to the reporting persons.

The absence of new share transactions since Amendment No. 3 suggests the focus has shifted from accumulating stock to pursuing governance changes through the proxy process. Future company disclosures about the 2026 annual meeting and any response from Empery Digital’s current board will shape how this activist effort develops.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Empery Digital Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

GABRIEL GLIKSBERG
ATG CAPITAL MANAGEMENT LP, 16690 Collins Avenue
Sunny Isles Beach, FL, 33160
786-519-0995

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

ATG Capital Opportunities Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

ATG Capital Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

ATG Capital Management GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Gabriel Gliksberg

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,500,000.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.00001 par value per share
(b)	Name of Issuer: Empery Digital Inc.
(c)	Address of Issuer's Principal Executive Offices: 3121 EAGLES NEST, SUITE 120, ROUND ROCK, TEXAS , 78665.
Item 1 Comment: The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On February 26, 2026, ATG Fund delivered a notice to the Issuer (the "Nomination Notice") nominating a slate of nine highly qualified director candidates, consisting of Arati Batta, Ronald H. Davies, James C. Elbaor, Gabriel D. Gliksberg, Meredith S. Kirshenbaum, Aaron T. Morris, Christopher E. Novak, Heather A. Powers and Evan Ratner (collectively, the "Nominees"), for election to the Issuer's board of directors (the "Board") at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Reference is made to the JFSA, the Indemnification Agreements and the Powers of Attorney (each as defined and described in Item 6 below) and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(c)	Item 5(c) is hereby amended to add the following: There have been no transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On February 26, 2026, the Reporting Persons and the Nominees entered into a Joint Filing and Solicitation Agreement (the "JFSA") pursuant to which the parties agreed, among other things, (i) to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company to the extent required by applicable law, (ii) to seeking representation on the Board at the Annual Meeting, (iii) to soliciting proxies for the election of certain persons nominated for election to the Board at the Annual Meeting (including the Nominees) (the "Solicitation"), (iv) that for so long as the Issuer's Rights Agreement, dated as of February 3, 2026, remains in effect, no party shall transact in securities of the Issuer without the prior written consent of ATG Fund and (v) that the Reporting Persons agreed to bear all pre-approved expenses incurred by the parties in connection with the Solicitation. A copy of the JFSA is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ATG Management has signed separate letter agreements (the "Indemnification Letter Agreements") with each of the Nominees (other than Mr. Gliksberg) pursuant to which it and certain of its affiliates have agreed to indemnify such Nominees against certain claims arising from the Solicitation and any related transactions. For the avoidance of doubt, such indemnification does not apply to any claims made against such Nominees in his or her capacity as a director of the Issuer, if so elected. A form of the Indemnification Letter Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Each of the Nominees (other than Mr. Gliksberg) has granted Mr. Gliksberg a power of attorney to execute certain SEC filings and other documents, as necessary, in connection with the solicitation of proxies at the Annual Meeting (collectively, the "Powers of Attorney"). A form of the Power of Attorney is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: 99.1 - Joint Filing and Solicitation Agreement, dated February 26, 2026. 99.2 - Form of Indemnification Letter Agreement. 99.3 - Form of Power of Attorney.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ATG Capital Opportunities Fund LP

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, the general partner of ATG Capital Management LP, its investment manager
Date:	03/02/2026

ATG Capital Management LP

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member of ATG Capital Management GP LLC, its general partner
Date:	03/02/2026

ATG Capital Management GP LLC

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg, Managing Member
Date:	03/02/2026

Gabriel Gliksberg

Signature:	/s/ Gabriel Gliksberg
Name/Title:	Gabriel Gliksberg
Date:	03/02/2026

FAQ

What stake does ATG Capital report in Empery Digital (EMPD)?

ATG Capital–affiliated entities and Gabriel Gliksberg report beneficial ownership of 4,500,000 Empery Digital common shares, representing 13.7% of the outstanding class. They report shared voting and dispositive power over these shares across several related reporting persons.

Who are the reporting persons in this Empery Digital (EMPD) Schedule 13D/A?

The filing lists ATG Capital Opportunities Fund, ATG Capital Management LP, ATG Capital Management GP LLC, and Gabriel Gliksberg as reporting persons. Each reports the same 4,500,000 shares beneficially owned, with shared voting and dispositive power, and a 13.7% ownership stake.

What governance actions is ATG Capital taking at Empery Digital (EMPD)?

ATG Capital Opportunities Fund delivered a nomination notice on February 26, 2026 proposing nine director candidates for Empery Digital’s 2026 annual meeting. This step seeks board representation and signals an organized effort to influence the company’s governance and strategic direction.

Which director nominees did ATG Capital propose for Empery Digital (EMPD)?

The nomination notice lists nine candidates: Arati Batta, Ronald H. Davies, James C. Elbaor, Gabriel D. Gliksberg, Meredith S. Kirshenbaum, Aaron T. Morris, Christopher E. Novak, Heather A. Powers, and Evan Ratner, for election to the Empery Digital board at the 2026 annual meeting.

What is the Joint Filing and Solicitation Agreement related to Empery Digital (EMPD)?

On February 26, 2026, the reporting persons and nominees signed a Joint Filing and Solicitation Agreement. It coordinates joint SEC filings, proxy solicitation for board seats, restricts securities transactions without ATG Fund consent while a rights agreement is in effect, and allocates pre-approved solicitation expenses.

Have ATG Capital or related parties recently traded Empery Digital (EMPD) shares?

The filing states there have been no transactions in Empery Digital securities by the reporting persons since the prior Amendment No. 3. This indicates their current 4,500,000-share, 13.7% position has been maintained rather than recently increased or reduced.