Co-Chief Executive Officer Lane Ryan M. was granted 150,000 shares (SEC Form 4)
$EMPD
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Empery Digital Inc. [ EMPD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/04/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/04/2025 | A | 50,000(1) | A | $5.0591(2) | 2,576,594 | I | See Footnote(3) | ||
| Common Stock | 12/05/2025 | A | 50,000(4) | A | $4.7472(5) | 2,626,594 | I | See Footnote(3) | ||
| Common Stock | 12/08/2025 | A | 50,000(6) | A | $4.7501(7) | 2,676,594 | I | See Footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. The shares of common stock were purchased by each of Empery Asset Master, LTD, Empery Tax Efficient, LP and Empery Tax Efficient III, LP (collectively the "Empery Purchasers") on December 4, 2025. |
| 2. The weighted average sales price of the reported transaction was $5.0591 based on a range of prices ranging from $4.9600 to $5.0800. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 3. Empery Asset Management, LP (the "Investment Manager"), serves as the investment manager to each of the Empery Purchasers and certain other funds holding shares of the Issuer's common stock (collectively, the "Empery Funds"). The Reporting Person is a Managing Member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager. The Investment Manager may be deemed to be the beneficial owner of all of the common stock held by the Empery Funds. The Reporting Person, as Managing Member of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all of the common stock held by the Empery Funds. The Reporting Person is the Issuer's Co-Chief Executive Officer and Chairman of its board of directors. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 4. The shares of common stock were purchased by the Empery Purchasers on December 5, 2025. |
| 5. The weighted average sales price of the reported transaction was $4.7472 based on a range of prices ranging from $4.6290 to $4.9690. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 6. The shares of common stock were purchased by the Empery Purchasers on December 8, 2025. |
| 7. The weighted average sales price of the reported transaction was $4.7501 based on a range of prices ranging from $4.6800 to $4.8670 The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| /s/ Ryan Matthew Lane | 12/08/2025 | |
| ** 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. | ||