Bitcoin Treasury Empery Digital's major shareholder calls for "liquidating 4,081 BTC"! Urges CEO to resign immediately and a complete overhaul of the board of directors

Bitcoin Treasury Company Empery Digital Faces Serious Governance Crisis: Major Shareholder Holding 9.8% Publicly Criticizes Management, Demands CEO Resignation, Board Resignations, and Liquidation of All Bitcoin Assets
(Background: Bitcoin Treasury Nakamoto Calls for BTC $150,000 “First Kill Two Whales”: Buy Out and Sell Off to Drive Price Up)
(Additional Context: MSTR, mNAV, and the Future of Bitcoin Treasury Reserves)

Nasdaq-listed company Empery Digital Inc. (Stock Symbol: EMPD) has recently experienced a severe conflict between shareholders and management. The major shareholder, Tice P. Brown, who owns approximately 9.8% of the company, publicly sent a letter to the board on February 23, 2026, strongly demanding that CEO Ryan Lane resign immediately, that the entire board be replaced, and that all Bitcoin holdings be sold off immediately, with proceeds promptly returned to shareholders. This event quickly drew market attention, highlighting disputes over Bitcoin treasury strategies and shareholder value realization.

Cause of the Conflict: Management’s Private High-Price Buyback Rejected

According to Brown’s public letter, this week the management team contacted him privately through a buyback broker, proposing to acquire his shares at a price equivalent to 100% of the mNAV (Adjusted Net Asset Value), and requiring him to sign a standstill agreement. Although this price significantly exceeds the current market stock price, Brown explicitly refused the offer.

He criticized that this capital essentially comes from all shareholders’ cash, yet management is using it “to ensure Ryan Lane’s long-term position,” rather than truly creating value for shareholders. Brown further pointed out that the company has been conducting share buybacks at a substantial discount to immediate liquidation value for a long time, making it difficult for minority shareholders to recover their capital, revealing management’s repeated obstruction of shareholder access to capital.

Shareholder Dissatisfaction Focus: Bitcoin Holding Strategy and Corporate Governance

Empery Digital has transformed into a Bitcoin treasury company in recent years, currently holding about 4,081 Bitcoins, with a market value of approximately $258 million, ranking among the top publicly listed companies by Bitcoin holdings. The company claims Bitcoin is the primary store of value for the future, aiming to become a low-cost, transparent global Bitcoin aggregator.

However, Brown believes management continues to extract salaries and expenses from the company while hindering shareholders’ ability to realize asset value. He criticized the board for allowing this “embarrassingly foolish behavior” to persist and called for an immediate liquidation of Bitcoin holdings and distribution of cash to shareholders to address the urgent need for capital recovery.

The Bitcoin treasury model has become a popular strategy in recent years, but the long-term discount of stock prices below NAV (Net Asset Value) remains common. This incident once again highlights the governance and shareholder value realization challenges faced by companies holding Bitcoin.