Form 4: Empery Digital director receives VWAP‑contingent 298,802 options

Rhea-AI Filing Summary

Empery Digital Inc. (EMPD) director Rohan Kumar Chauhan reported a stock option grant. The Form 4 shows options granted on 07/17/2025 to buy 298,802 shares of common stock with a $10 exercise price. The options show an expiration or exercisable date of 07/17/2035 and are reported as directly owned. Vesting is tied to the issuer's daily VWAP: 20% vests at $10 and additional 20% increments until fully vested at a $30 VWAP. All vesting is explicitly subject to shareholder approval of a new stock option plan. The filing is signed by the reporting person on 08/25/2025.

Positive

• Report discloses a specific grant of 298,802 stock options with a clear $10 exercise price
• Vesting terms are explicitly defined: 20% vests at $10 VWAP and incremental 20% installments until $30 VWAP

Negative

• All vesting is explicitly subject to shareholder approval of a new stock option plan, creating approval risk
• Vesting is contingent on achieving specified VWAP milestones, so options may remain unvested if market thresholds are not met

Insights

Securities Analyst

TL;DR: Director received a large option award dependent on share-price milestones and shareholder approval.

The Form 4 documents a grant of 298,802 stock options at a $10 exercise price dated 07/17/2025, with a listed 07/17/2035 exercisable/expiration marker and direct ownership. Vesting depends on VWAP milestones (20% at $10, incremental 20% to $30), which ties vesting to market performance rather than time-based conditions. Importantly, vesting is contingent on shareholder approval of a new option plan, creating execution risk until that approval occurs. For investors, the grant increases potential dilution if milestones and shareholder approval are met; until then, options remain conditional.

Corporate Governance Expert

TL;DR: Grant uses performance-based vesting and requires shareholder approval, limiting immediate impact and raising governance considerations.

The filing shows a performance-contingent option award to a director with explicit VWAP-triggered vesting thresholds from $10 to $30. The requirement that vesting is subject to stockholder approval of a new option plan is a material governance note: without approval the award cannot vest. Disclosure is clear on the conditions and direct ownership; however, investors should note the conditional nature of the grant when assessing potential future dilution and alignment outcomes.

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^*

Chauhan Rohan Kumar

(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/ Rohan Kumar Chauhan	08/25/2025
	** 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 transaction did Rohan Kumar Chauhan report on Form 4?

The Form 4 reports a grant of 298,802 stock options to purchase common stock dated 07/17/2025.

What is the exercise price and key dates of the options?

The options have an exercise price of $10 and a stated date of 07/17/2035 in the filing as the date exercisable/expiration.

How do the options vest?

Vesting is tied to the issuer's daily VWAP: 20% vests at $10 and then in additional 20% increments until fully vested at a $30 VWAP.

Are there any conditions that could prevent vesting?

Yes. The filing states all vesting is subject to approval by the issuer's stockholders of a new stock option plan.

What is the reporting person's relationship to the issuer?

The Form 4 indicates the reporting person is a Director of Empery Digital Inc.