Empery Digital (NASDAQ: EMPD) 9.8% holder seeks CEO exit and bitcoin sale

Rhea-AI Filing Summary

Empery Digital Inc. shareholder Tice P. Brown has filed Amendment No. 1 to a Schedule 13D reporting an updated 9.8% beneficial ownership stake in the company’s common stock. Brown is reported to beneficially own 3,242,022 shares, including 580,000 shares underlying stock options exercisable within 60 days, based on 32,955,589 shares outstanding as of February 23, 2026. Woodmont Investing LLC, a Delaware entity wholly owned by Brown, is reported separately with 2,721,128 shares, or 8.3% of the common stock.

The filing states that Woodmont’s shares were purchased for approximately $14,131,839.77 and Brown’s shares (including those held through his Roth IRA) for $3,403,102.83 in aggregate. The Amendment discloses that on February 23, 2026 Brown sent a letter to Empery Digital’s Board responding to a management proposal to repurchase the reporting persons’ shares at 100% of mNAV with standstill covenants, and in that letter Brown reiterates demands for the CEO’s resignation, replacement of the Board, and immediate sale of all bitcoin with proceeds returned to shareholders.

Insights

Corporate governance analyst

Large EMPD holder updates 9.8% stake and escalates governance demands.

Tice P. Brown and his entity Woodmont Investing LLC report significant ownership in Empery Digital Inc., with 3,242,022 shares attributed to Brown (9.8% of common) and 2,721,128 shares to Woodmont (8.3%), using a base of 32,955,589 shares outstanding as of February 23, 2026.

The filing explains that Woodmont’s position cost about $14,131,839.77 and Brown’s personal and Roth IRA holdings about $3,403,102.83. It also notes 580,000 shares underlying stock options that are exercisable within 60 days, which are included in the beneficial ownership calculations under Rule 13d-3(d)(1).

Item 4 describes a letter Brown sent to the Board on February 23, 2026 addressing a management proposal to buy the reporting persons’ shares at 100% of mNAV with standstill covenants. The same letter reiterates demands for the CEO’s resignation, Board replacement, and liquidation of all bitcoin with proceeds distributed to shareholders, signaling a contested governance stance whose ultimate impact will depend on future company and shareholder actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Empery Digital Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

92864V608

(CUSIP Number)

Tice Brown
PO Box 20907,
New York, NY, 10009
(917) 232-9377

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

02/23/2026

(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 No. 92864V608

1

Name of reporting person

Brown, Tice

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)

PF

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 3,242,022.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,242,022.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,242,022.00

12

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

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The aggregate beneficial ownership includes 580,000 shares underlying stock options that are exercisable within 60 days pursuant to Rule 13d-3(d)(1). The percentage of class is calculated based on 32,955,589 shares of Common Stock outstanding as of February 23, 2026, as reported by the Issuer in a Press Release dated February 23, 2026.

SCHEDULE 13D

CUSIP No. 92864V608

1

Name of reporting person

Woodmont Investing 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)

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 2,721,128.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,721,128.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,721,128.00

12

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

13

Percent of class represented by amount in Row (11)

8.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The aggregate beneficial ownership includes 580,000 shares underlying stock options that are exercisable within 60 days pursuant to Rule 13d-3(d)(1). The percentage of class is calculated based on 32,955,589 shares of Common Stock outstanding as of February 23, 2026, as reported by the Issuer in a Press Release dated February 23, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.00001 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: This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed on February 3, 2026, (the "Schedule 13D") relating to the shares of common stock, $0.00001 par value per share (the "Shares"), of Empery Digital Inc. (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The securities of the Issuer purchased by Woodmont Investing LLC were purchased with working capital. The aggregate purchase price of the Shares owned directly by Woodmont Investing LLC is approximately $14,131,839.77 including brokerage commissions. Tice Brown acquired all of his securities of the Issuer through open market transactions using his personal assets, and the aggregate purchase price of the Shares owned directly by Tice Brown, or through his Roth IRA, is $3,403,102.83.
Item 4.	Purpose of Transaction
	On February 23, 2026, Tice P. Brown delivered a letter to the Issuer's Board of Directors (the "Board"), attached hereto as Exhibit 99.1 (the "Board Letter"), regarding a proposal from Issuer management to purchase the Reporting Persons' shares for a purchase price equal to 100% of mNAV. The Issuer's draft stock purchase agreement contains standstill covenants for the Reporting Persons in connection with the repurchase. In addition, in the Board Letter Tice P. Brown reiterated his demand for (i) the immediate resignation of Chief Executive Officer Ryan Lane, (ii) the replacement of the Board, and (iii) the immediate sale of all bitcoin with proceeds returned to shareholders without delay.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 32,955,589 Shares outstanding as of February 23, 2026, which is the difference obtained by subtracting (i) 870,240 pre-funded warrants reported as potentially exercisable in the Company's Press Release dated February 23, 2026 (the "Press Release"), from (ii) the 33,825,829 Shares outstanding as of February 23, 2026, as disclosed in the Press Release. 2,721,128 of the 3,242,022 shares of Common Stock reported are held in Woodmont Investing LLC, a single member LLC wholly owned by Tice P. Brown, over which shares of Common Stock Tice P. Brown has the sole voting and dispositive power. 320,000 of the 3,242,022 shares of Common Stock reported are held in Tice P. Brown's Roth IRA, over which shares of Common Stock Tice P. Brown has the sole voting and dispositive power. 200,894 of the 3,242,022 shares of Common Stock reported are owned by Tice P. Brown directly. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
(b)	The information set forth in Item 5(a) is incorporated into this Item 5(b).
(c)	The transactions in the securities of the Issuer by the Reporting Persons since the filing of the initial Schedule 13D are set forth in Exhibit 99.2 and are incorporated herein by reference. All such transactions were effected in the open market unless otherwise indicated.
Item 7.	Material to be Filed as Exhibits.
	99.1 - Letter to the Board of Directors, dated February 23, 2026. 99.2 - Transactions in the Securities of the Issuer.

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.

Brown, Tice

Signature:	/s/ Tice P. Brown
Name/Title:	Tice P. Brown
Date:	02/23/2026

Woodmont Investing LLC

Signature:	/s/ Tice P. Brown
Name/Title:	Tice P. Brown / Managing Member
Date:	02/23/2026

FAQ

What percentage of Empery Digital (EMPD) does Tice P. Brown report owning?

Tice P. Brown reports beneficial ownership of 9.8% of Empery Digital’s common stock. This corresponds to 3,242,022 shares, including 580,000 shares underlying stock options exercisable within 60 days, based on 32,955,589 shares outstanding as of February 23, 2026.

How many Empery Digital (EMPD) shares does Woodmont Investing LLC hold?

Woodmont Investing LLC reports beneficial ownership of 2,721,128 Empery Digital shares. This stake represents 8.3% of the company’s common stock, calculated using 32,955,589 shares outstanding as of February 23, 2026, as disclosed in the issuer’s press release.

What did Empery Digital (EMPD) management propose regarding the reporting persons’ shares?

Management proposed purchasing the reporting persons’ shares at a price equal to 100% of mNAV. The draft stock purchase agreement described in the filing includes standstill covenants that would apply to the reporting persons in connection with that proposed share repurchase.

What governance changes is Tice P. Brown seeking at Empery Digital (EMPD)?

Brown’s letter to the Board reiterates several governance demands. He calls for the immediate resignation of the Chief Executive Officer, replacement of the Board of Directors, and the immediate sale of all bitcoin with proceeds returned to shareholders without delay.

How much has Woodmont Investing LLC paid for its Empery Digital (EMPD) shares?

The aggregate purchase price for Woodmont Investing LLC’s Empery Digital shares is about $14.13 million. The filing states an approximate cost of $14,131,839.77, including brokerage commissions, funded from Woodmont’s working capital.

What is the total cost basis for Tice P. Brown’s Empery Digital (EMPD) holdings?

Brown’s personal and Roth IRA holdings in Empery Digital cost about $3.40 million in total. The filing reports an aggregate purchase price of $3,403,102.83 for the shares acquired through open market transactions using his personal assets.