Empery Digital Inc.

12/15/2025 | Press release | Distributed by Public on 12/15/2025 18:27

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lane Ryan M.
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
__X__ Officer (give title below) _____ Other (specify below)
Co-Chief Executive Officer
(Last) (First) (Middle)
C/O EMPERY DIGITAL INC., 3121 EAGLES NEST STREET, SUITE 120
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025
(Street)
ROUND ROCK, TX 78665
4. If Amendment, Date 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
(City) (State) (Zip)
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
Common Stock 12/11/2025 A 62,956(1) A $4.7813(2) 2,739,550 I See Footnote(3)
Common Stock 12/12/2025 A 92,341(4) A $4.7277(5) 2,831,891 I See Footnote(3)
Common Stock 12/15/2025 A 98,454(6) A $4.3147(7) 2,930,345 I See Footnote(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lane Ryan M.
C/O EMPERY DIGITAL INC.
3121 EAGLES NEST STREET, SUITE 120
ROUND ROCK, TX 78665
X Co-Chief Executive Officer

Signatures

/s/ Ryan Matthew Lane 12/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 11, 2025.
(2) The weighted average sales price of the reported transaction was $4.7813 based on a range of prices ranging from $4.6680 to $4.8300. 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 12, 2025.
(5) The weighted average sales price of the reported transaction was $4.7277 based on a range of prices ranging from $4.6400 to $4.9600. 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 15, 2025.
(7) The weighted average sales price of the reported transaction was $4.3147 based on a range of prices ranging from $4.1900 to $4.7800 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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