EMPD Form 4: 298,802 performance options for director tied to VWAP

Rhea-AI Filing Summary

Empery Digital Inc. (EMPD) director Matthew Homer reported the acquisition of 298,802 stock options on 07/17/2025 with an exercise price of $10. The filing lists the options as directly beneficially owned following the transaction and shows a contractual vesting schedule tied to the company’s daily VWAP: 20% vests when VWAP reaches $10 and additional 20% tranches thereafter until fully vested at a VWAP of $30. All vesting is subject to stockholder approval of a new option plan. The Form 4 is signed by the reporting person on 08/21/2025.

Positive

• Large performance-based grant aligns the director's incentives with shareholder value by vesting only as VWAP milestones ($10 to $30) are met
• Direct beneficial ownership reported, indicating the director holds the granted options personally

Negative

• Vesting contingent on shareholder approval of a new stock option plan, creating execution risk if approval is not obtained
• Potential dilution from 298,802 options if exercised; the filing does not disclose total shares outstanding or percentage impact

Insights

Securities Analyst

TL;DR Director received a large option grant with performance-based vesting tied to VWAP and contingent on shareholder approval.

The reported grant of 298,802 options at a $10 strike is a significant equity award to an insider that will only vest as the stock reaches specified VWAP milestones up to $30. That structure aligns the director’s potential upside with stock-price performance rather than time-based vesting. Requiring stockholder approval for the new option plan creates execution risk: if shareholders do not approve the plan, vesting may not occur. The filing reports direct beneficial ownership of the options following the grant, and the Form 4 was signed on 08/21/2025.

Corporate Governance Expert

TL;DR The grant is performance-conditioned and contingent on a new plan, raising governance and dilution considerations.

The VWAP-triggered vesting schedule is performance-oriented, which can be preferable to guaranteed grants, but the contingency requiring shareholder approval means governance outcomes will determine whether the award becomes effective. Investors should note potential dilution if the plan is approved and options are exercised. The filing does not disclose the total option pool or percentage dilution, so materiality relative to outstanding shares cannot be assessed from this Form 4 alone.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Homer Matthew

(Last) (First) (Middle)

C/O EMPERY DIGITAL INC.

3121 EAGLES NEST STREET, SUITE 120

(Street)

ROUND ROCK TX 78665

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

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

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

X	Form filed by One Reporting Person
	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

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
Stock options (right to buy)	$10	07/17/2025		A		298,802		(1)	07/17/2035	Common Stock	298,802	(1)	298,802	D

Explanation of Responses:

1. The stock options vest based upon the daily volume weighted average price ("VWAP") of the Issuer's common stock, vesting as to 20% of the of the underlying shares of common stock upon the VWAP reaching $10 and then in incremental 20% installments until becoming fully vested upon a VWAP of $30. All vesting is subject to the approval by the Issuer's stockholder of a new stock option plan.

	/s/ Matthew Homer	08/21/2025
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Empery Digital (EMPD) report on this Form 4?

The director Matthew Homer reported the acquisition of 298,802 stock options on 07/17/2025.

What is the exercise price and vesting condition for the options?

The options have an exercise price of $10 and vest in 20% tranches as the daily VWAP reaches $10 and then in incremental 20% tranches until fully vested at a VWAP of $30.

Is the grant immediately effective or subject to approval?

All vesting is subject to stockholder approval of a new stock option plan, so the effective vesting depends on that approval.

When was the Form 4 signed by the reporting person?

The Form 4 bears the reporting person’s signature dated 08/21/2025.

Does the filing show whether the options are direct or indirect ownership?

The filing indicates the options are held in a direct ownership form following the reported transaction.