Nasdaq-listed Empery Digital Inc. (EMPD) is facing a severe shareholder revolt. Major shareholder Tice P. Brown, holding about 9.8% of the company, issued an open letter to the board on February 23, 2026, demanding CEO Ryan Lane's immediate resignation, a complete board replacement, and the liquidation of all bitcoin holdings — with proceeds returned to shareholders. The move highlights recurring tensions between bitcoin treasury strategies and shareholder value realization.
Conflict Trigger: Management's Private Buyout Offer Rejected
Brown revealed in his letter that the management team recently contacted him privately through a buyback broker, offering to buy his entire stake at 100% of modified net asset value (mNAV) — a significant premium over the current market price — in exchange for signing a standstill agreement. Brown refused, calling the offer a move to secure CEO Ryan Lane's long-term position at the expense of all shareholders. He also criticized the company for conducting share buybacks at deep discounts to immediate liquidation value, effectively locking minority shareholders out of their capital.
Core Grievances: Bitcoin Holdings and Governance Failures
Empery Digital has transformed into a bitcoin treasury company, currently holding roughly 4,081 BTC (worth about $258 million), placing it among the top publicly traded bitcoin holders. The firm promotes itself as a low-cost, transparent global bitcoin aggregator. However, Brown argues that management has been siphoning compensation and fees while blocking shareholders from accessing underlying asset value. He accused the board of allowing "embarrassingly stupid behavior" to continue and demanded an immediate sale of the bitcoin stash, with cash distributed to shareholders.
The bitcoin treasury model has gained popularity, yet many such companies trade at persistent NAV discounts. This incident underscores the governance and value-realization challenges inherent in the strategy. Empery Digital's board has not yet responded formally to the letter.