Other Events. As part of its strategic partnership with Hunt Properties and the Company’s strategy to allocate capital to opportunities in digital infrastructure, on July 20, 2026, the Company entered into a definitive agreement to purchase $20 million of CDP’s Series A preferred stock, representing an approximately 8% ownership stake in CDP (the “ Investment ”). The Investment closed on July 20, 2026. The Investment was part of an approximately $70 million Series A financing by CDP, intended…

Other Events. Since May 7, 2026, Empery Digital Inc. (the “Company”) has sold 1,400 BTC for an average price of $62,200 per BTC, generating approximately $87.1 million of gross proceeds. These proceeds were used to (i) repay $10 million of the Company’s outstanding debt on July 7, 2026, (ii) generate cash to fund the previously announced Property Acquisition once the Purchase and Sale Agreement is consummated, and (iii) generate cash that will be used to pay for elevated legal expenses associ…

Termination of a Material Definitive Agreement. The information set forth above under

Entry Into a Material Definitive Agreement. On July 6, 2026, Empery Digital Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), entered into an amendment (the “Amendment”) to that certain Rights Agreement, dated as of February 3, 2025, between the Company and the Rights Agent (the “Rights Agreement”). The Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “Rights”) under the Rights Agreement from the Close o…

In connection with the adoption of the Rights Agreement, on February 3, 2026, the Company filed a Certificate of Designations of Series A Preferred Stock with the Delaware Secretary of State setting forth the rights, powers and preferences of the Series A Preferred Stock issuable upon exercise of the Rights (the “Preferred Shares”). Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company will file a Certificate of Elimination (the “Certificate…

Other Events. As previously announced, the Company acquired a 25% equity interest in EMHU, LLC, a Delaware limited liability company (the “ Partnership ”), which has executed a definitive agreement to purchase 100% of the equity interests of the current holder of a fee simple title to a property in the Midwest (the “ Property ”), expected to close in the third quarter of 2026, subject to certain customary closing conditions. The Company expects to fund its $65 million committed investment in…

Other Events. On June 29, 2026, the Partnership entered into a definitive agreement (the “ Property PSA ”) to purchase 100% of the equity interests of the current holder of a fee simple title to a property in the Midwest (the “ Property ”) that, upon closing, is intended to be converted into an AI data center, for an aggregate purchase price of approximately $230 million (the “ Property Acquisition ”). The closing of the Property Acquisition is subject to certain closing conditions, including…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

Entry Into a Material Definitive Agreement. On June 30, 2026, Empery Digital Inc. (the “ Company ”) announced a strategic partnership with Cardinal Power LLC (“ Cardinal ”), which is affiliated with Hunt Properties. The goal of the strategic partnership is to originate, evaluate, and acquire powered land properties with secured tenants suitable for artificial intelligence and high-performance computing data center development. Each of Volcon Epowersports LLC, a wholly-owned subsidiary of the…

Entry Into a Material Definitive Agreement. Amendment of At-The-Market Issuance Sales Agreement On June 2, 2026, Empery Digital Inc. (the “ Company ”) entered into Amendment No. 2 and Waiver to the At-The-Market Issuance Sales Agreement (the “ ATM Amendment ”) with Aegis Capital Corp. (“ Aegis ”) which, among other matters, extends the term of the At-The-Market Issuance Sales Agreement dated October 18, 2024, between the Company and Aegis, as amended, such that, unless earlier terminated by o…

Material Modification to Rights of Security Holders. In connection with the approval of the Securities Purchase Agreement and the transactions contemplated thereby, and prior to the Purchaser becoming an “Acquiring Person” under the Rights Agreement described below, the Board of Directors of the Company determined that the transactions contemplated by the Securities Purchase Agreement, including the issuance and sale of the securities thereunder, constitute an “Exempt Transaction” under that…

Entry Into a Material Definitive Agreement. Securities Purchase Agreement On March 23, 2026, Empery Digital Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors named on the signature page thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”) 2,558,422 shares (the “Shares”) of its common stock, par value $0.00001 per share (“Common Stock”), at a p…

Other Events. As of February 10, 2026, the Company has repurchased 15,882,992 shares of its common stock under its $200 million share repurchase program, at an average purchase price per share of $6.63, including all fees and commissions. Following these repurchases, the current number of shares outstanding is 35,537,243, after giving effect to the potential exercise of 870,240 pre-funded warrants.

Entry into a Material Definitive Agreement. Amendment to Master Loan Agreement On February 10, 2026, Empery Digital Inc. (the “Company”) entered into the First Amendment to the Master Loan Agreement (the “MLA Amendment”) , with Two Prime Lending Limited (the “Lender”), which amends the Master Loan Agreement by and between the Company and the Lender originally dated as of October 12, 2025 (the “MLA”). Pursuant to the MLA Amendment, among other things: (a) the interest rate applicable to all ou…

Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant. The information set forth above under

Other Events. On February 9, 2026, Empery Digital Inc. (the “ Company ”) issued a press release providing an update on common stock repurchases by the Company under the Company’s stock repurchase program and an update on the BTC the Company holds. As of February 6, 2026, the Company has repurchased 15,403,738 shares of its common stock under its $200 million share repurchase program, at an average purchase price per share of $6.71, including all fees and commissions. Following these repurchas…

Material Modifications to Rights of Security Holders. The information set forth under Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this

Entry into a Material Definitive Agreement. Rights Agreement On February 3, 2026, the board of directors (the “Board of Directors”) of Empery Digital Inc. (the “Company”) declared a dividend of one preferred share purchase right (a “Right”), payable on February 13, 2026, for each share of common stock, par value $0.00001 per share, of the Company (the “Common Shares”) outstanding on February 13, 2026 (the “Record Date”) to the stockholders of record on that date. In connection with the distri…

Other Events. Share Repurchase Program Increase On February 2, 2026, the Board of Directors authorized an increase of $50 million to the Company’s existing share repurchase program (the “Share Repurchase Program”), pursuant to which the Company is now authorized to repurchase up to an aggregate of $200 million of shares of the Company’s outstanding common stock, par value $0.00001 (“Common Stock”). The authorization is effective through July 24, 2027, subject to extension or earlier terminati…

Other Information. On February 2, 2026, Empery Digital Inc. (the “ Company ”) issued a press release providing an update on repurchases by the Company under the Company’s stock repurchase program. As of January 30, 2026, 14,041,998 shares of the Company’s common stock have been repurchased by the Company under the Company’s previously announced $150 million stock repurchase program at an average purchase price per share of $6.94, including all fees and commissions. Following these repurchases…

Other Information. On December 8, 2025, Empery Digital Inc. (the “ Company ”) issued a press release providing an update on repurchases by the Company under the Company’s stock repurchase program. As of December 5, 2025, 13,705,746 shares of the Company’s common stock have been repurchased by the Company under the Company’s previously announced $150 million stock repurchase program at an average purchase price per share of $6.99, including all fees and commissions. Following these repurchases…

Director — Ms. Karin-Joyce Tjon: Ms. Tjon resigned from the Board of Directors without any disagreement with the Company.

Other Information. On December 1, 2025, Empery Digital Inc. (the “ Company ”) issued a press release providing an update on repurchases by the Company under the Company’s stock repurchase program. As of November 28, 2025, 13,675,782 shares of the Company’s common stock have been repurchased by the Company under the Company’s previously announced $150 million stock repurchase program at an average purchase price per share of $6.99, including all fees and commissions. Following these repurchase…

Other Information. On November 24, 2025, Empery Digital Inc. (the “ Company ”) issued a press release providing an update on repurchases by the Company under the Company’s stock repurchase program. As of November 21, 2025, 12,875,918 shares of the Company’s common stock have been repurchased by the Company under the Company’s previously announced $150 million stock repurchase program at an average purchase price per share of $7.10, including all fees and commissions. Following these repurchas…

Other Information. On November 17, 2025, Empery Digital Inc. (the “ Company ”) issued a press release providing an update on repurchases by the Company under the Company’s stock repurchase program. As of November 14, 2025, 11,919,788 shares of the Company’s common stock have been repurchased by the Company under the Company’s previously announced $150 million stock repurchase program at an average purchase price per share of $7.27, including all fees and commissions. Following these repurchas…