Slide 1: Empery Digital: A Strategy to Maximize Value Creation
EMPERY DIGITAL A Strategy to Maximize Value Creation by Capitalizing on the Largest Infrastructure Build-out of this Century SEPTEMBER 2026
Slide 2: Forward-Looking Statements
2 Forward - Looking Statements This investor presentation includes forward - looking statements. These forward - looking statements generally can be identified by the use of words such as “anticipate,” “believe,” “could,” “expect,” “focus,” “leverage,” “may,” “pathway,” “plan,” “proposes,” “seek,” “
Slide 3: A new team has been rebuilding for 15 months
3 Sources: Company press releases; Company Proxy; Trial Transcript; Post - Trial Memorandum Opinion, Aug. 28, 2026; Supplemental Let ter Opinion, Sept. 2, 2026; ATG Press release; ATG Proxy. A new team has been rebuilding for 15 months In July 2025, Empery Asset Management led a $500 million PIPE in
Slide 4: The Board is qualified and the team is executing our strategy
4 The Board is qualified and the team is executing our strategy • We are executing a strategic plan that we believe will set Empery Digital up for a future of sustained success. Our director candidates are the right team for shareholders to keep in place, as Empery Digital's team has only been on th
Slide 5: ATG refused to engage with the Company at every turn
5 ATG refused to engage with the Company at every turn • ATG promotes itself as a specialist in liquidations of discounted companies. ATG accumulated over 12% of the Company in 26 days and never spoke with a single director or executive. The Board’s invitation to a constructive conversation went una
Slide 6: Business Overview and Capitalization
6 Note: Shares Outstanding includes common shares and pre - funded warrants. All numbers in millions other than per share metrics. U naudited figures as of September 15, 2026. BTC price of $75,874. Source: Sources: Forms 10 - K / 10 - Q; Company internal data; Company press releases; Bloomberg. Busi
Slide 7: Company timeline from Volcon IPO to Empery Digital
7 OCT. 2021 Volcon IPOs on Nasdaq at $5.50 per share 1 , raising about $17 million to build electric off - road vehicles. 2021 TO 2025 Volcon's stock price languished in the years following its IPO. Five reverse splits totaled 1 - for - 1,440,000. Cumulative net losses of $165 million on $12 million
Slide 8: Bitcoin fell ~30%; discounts to NAV became the norm
8 Bitcoin fell ~30% over the same period Discounts to NAV became the norm across the sector ~40% of bitcoin treasuries traded below 1.0x NAV by early January 2026; at least 37 of the 100 largest were underwater. Repurchases below NAV lifted bitcoin per share ~39% and cut the NAV gap ~40% in one mont
Slide 9: Board evaluation of strategic options timeline
9 Sources: Trial Transcript; Company press releases; Post - Trial Memorandum Opinion, Aug. 28, 2026. FALL 2025 Bitcoin falls from its ~$126,000 peak and DATs flip from premiums to discounts. Investment banks begin showing strategic opportunities consistently. The Company signs numerous NDAs and "eva
Slide 10: Capitalizing on the Largest Infrastructure Build-out of this Century
Capitalizing on the Largest Infrastructure Build - out of 10 Deploying Capital to Maximize Value
Slide 11: Global data center demand growth
11 2.7x global data center demand by 2030 +22% CAGR for global data center demand from 2025 – 2030 $660B hyperscaler capex 2026E, up from $118B in 2021 5 to 10 yrs U.S. grid interconnection queues Global data center capacity demand (GW), McKinsey 44 62 83 102 124 156 38 40 45 50 56 64 82 102 128 152
Slide 12: $85M committed across two data center investments
12 $85M committed across two investments $440M+ expected cash flow to EMPD over the 15 - year lease from the first deal Early 2027 first lease payments expected $0 build - out, power or operating cost borne by EMPD Near - term cash flow: $65M for 25% of a 150 MW Midwest facility • Powered facility w
Slide 13: What we Uncovered in our Efforts to Protect Shareholders
The Board sought engagement. ATG refused, litigated for control, flip - flopped on its plan and now recouping its legal fees is its priority. 13 What we Uncovered in our Efforts to Protect the Interests of all Shareholders
Slide 14: ATG's history of litigation and liquidation strategies
14 ATG has a history of engaging in litigation and liquidation strategies of companies trading below their NAV 1 In January 2026, when EMPD was trading at its largest discount to NAV, ATG Capital a “NAV Gap” activist, rapidly acquired a 12% stake and hedged its position “dollar for dollar” by shorti
Slide 15: Timeline of Gliksberg and Brown coordination
15 Jan. 13 Brown texts an activist investor: "Come do empd .“ The activist responds: “Not a group!” and rejects Brown’s advances. Jan. 15, 1:36 p.m. The same activist introduced Gliksberg to Brown, writing: "You both called me on the same topic today." Within one minute of this email, Brown asks for
Slide 16: What the Court decided and found about ATG
16 What the Court decided (Aug. 28 and Sept. 2, 2026) • The bylaws did not specifically require ATG to disclose a bitcoin hedge or its coordination with Tice Brown, so the Board lacked contractual grounds to reject the notice. The rejection was therefore inequitable. • ATG's nine nominees may stand
Slide 17: ATG hedged ~100% of its position by shorting bitcoin ETFs
17 ~100% of ATG's position hedged by shorting bitcoin ETFs Jan. 13 hedge opened, before ATG crossed 5% and before Gliksberg met Brown No Disclosure of the hedge or coordination in ATG's 13D or nomination notice What ATG did • A "dollar for dollar" hedge. For every dollar long EMPD, roughly a dollar
Slide 18: Destruction of evidence with auto-delete messaging
18 "at least negligent" leaving auto - delete on after the duty to preserve arose (Feb. 12) "at least reckless" failing to disable it after his own counsel's litigation hold "intentional disregard" affirmatively turning it on with a nominee as litigation grew likely What Gliksberg did • Every messag
Slide 19: ATG's Nominees are the Wrong People for the Job
ATG's nominees lack the experience the strategy requires, and ATG has put forward no plan. They are the wrong people for the job. 19 ATG’s Nominees are the Wrong People for the Job
Slide 20: ATG nominees lack relevant experience
20 Three of four ran on a prior slate together. Three of four own no stock. None have relevant experience. Qualifications are irrelevant or unneeded Questionable independence and other concerns James C. Elbaor Age 40 ✖ Closed - end fund investor at Marlton LLC. Prior board work: ATRM Holdings, an OT
Slide 21: ATG recruited nominees for a seat, not the work
21 ATG recruited its nominees for a seat, not for the work, and kept them in the dark on purpose "Hi. My son - in - law Gabi asked me to reach out to you. I recommended you for a potential seat on a public board ... It'll pay about 40k a year for very little work." Message recruiting nominee Arati B
Slide 22: ATG's proposed actions are already done or underway
22 ATG's proxy lists actions its nominees "could" consider. Each is already done or underway What ATG says its nominees "could" do What the Board has already done Repurchasing shares $150 million allocated to repurchase 26.2 million shares at an average of $5.71, all below NAV. Program raised from $
Slide 23: Our Directors are the Right People for the Job
Highly relevant skills and experience, and 21% beneficial ownership, ensuring long - term alignment with shareholders and oversight of management 23 Our Directors are the Right People for the Job
Slide 24: Board nominees overview
24 Ryan Lane Chairman and Co - CEO Director since July 2025 Founder of Empery Asset Management (2008); structured and invested in thousands of public company financings Capital markets and capital structure Beneficially owns 4,930,345 shares (17.5%); bought 1.9M in the open market Aug. to Sept. 2026
Slide 25: Mr. Lane and Mr. Read
25 Mr. Lane brought the capital and the plan. Mr. Read brings Fortune 100 governance experience. Ryan Lane Chairman and Co - Chief Executive Officer Director since July 2025 Founder, Empery Asset Management (2008) Beneficially owns 4,930,345 shares (17.51%) Salary $225,000, no annual bonus, no manag
Slide 26: Mr. Chauhan and Mr. Olason
26 Mr. Chauhan has the crypto expertise ATG screened out. Mr. Olason is independent and predates the pivot. Rohan Chauhan Director Director since July 2025 President, Cubist, Inc. (since Jan. 2026) Director of Strategy, Gemini; CEO, Gemini Titan (2024 - 25) Hudson River Trading; GIC trader CFA chart
Slide 27: What our Board would lose vs. what ATG's nominees would add
27 What our Board would lose What ATG's nominees would "add" Ryan Lane ✔ Capital markets expertise behind the $500M PIPE, the buyback and the Hunt partnership ✔ 17.5% beneficial owner who bought 1.9M more shares in Aug. and Sept. 2026 ✔ Architect of the data center strategy James Elbaor ✖ Closed - e
Slide 28: Nominee E. Taylor Robertson of Cardinal Data Power
28 A nominee whose day job is building the behind - the - meter data centers the Company is now invested in E. Taylor Robertson Director nominee, age 48 General Counsel and Executive Vice President, Cardinal Data Power, Inc. (since Aug. 2026) Founding Partner, Robertson & Robertson Law Group (2016 -
Slide 29: Vote the WHITE proxy card
29 The Board converted a discounted bitcoin balance sheet into stakes in AI infrastructure, with cash flow to the Company expected to begin in early 2027. Shareholders are better served by the team that built this plan than by nominees who have none. >$440M expected cash flow to the Company over the
Slide 30: Summary: executing with urgency
30 • We are executing with urgency. In 14 months the Board raised $500 million, bought back 26.2 million shares below NAV, repaid its term loan and redeployed capital into two data center investments with cash flow expected from early 2027. • The strategy is taking hold. A $65 million commitment for
Slide 31: Vote FOR ONLY the Board's nine nominees
31 Vote FOR ONLY the Board's nine nominees on the WHITE universal proxy card By internet Go to www.proxyvote.com with the control number on your WHITE proxy card or voting instruction form. Votes accepted until 11:59 p.m. ET on Oct. 13, 2026. By telephone Stockholders of record call 1 - 800 - 690 -
Slide 32: Appendix
32 Appendix
Slide 33: The $25M raise benefited all shareholders
33 The raise benefited all shareholders. Voting with management was neither required nor discussed $25M proceeds raised +3% unit price premium to NAV 25% unit price premium to the prior day trading price 20% warrant strike price premium to NAV ATG CLAIM WHAT ACTUALLY HAPPENED Transaction was underva
Slide 34: EMPD and Bitcoin price decline on February 5, 2026
EMPD and Bitcoin price severely declined intraday on February 5, 2026 34 An unsolicited block sale negotiated before the open at that morning's price. No premium was paid ATG CLAIM "Lane agreed to repurchase Cable Car's shares at $4.35 per share, an approximately 33% premium to the market price, to
Slide 35: The largest share repurchase program in the industry
35 The largest share repurchase program in the industry Sources: Bloomberg market data; Company press releases; Company internal records; Chart goes through June 29, 2026 when we announced the AI Data Center investment, at which point we believe the value of our sha res are not best reflected by NAV
Slide 36: Bitcoin treasury company share prices declined
36 Share prices of Bitcoin Treasury Companies declined as the BTC market faced headwinds Sources: Bloomberg market data; Share price indexed to 100 at August 7, 2025 (log scale). Prices through September 15, 2026. Aug ’25 Sep Oct Nov Dec Jan ’26 Feb Mar Apr May Jun Jul Aug Sep Indexed Share Price Pe
Slide 37: Midwest data center investment with Hunt Properties
37 EMPD partnered with Hunt Properties to acquire a Midwest data center property with an LOI in place for a triple net lease $65M Investment for a 25% stake 150 MW Power today; clear path to ~300 MW ~$1B Potential net - lease payments on 150 MW Q3 2026 Expected lease execution The Asset • Powered Mi
Slide 38: $20mm preferred equity investment in Cardinal Data Power
38 $20mm preferred equity investment in Cardinal Data Power, a Hunt Properties - affiliated developer $20M Preferred equity investment ~8% Ownership stake in CDP 1.3 GW Phase I campus under LOI >5 GW Long - term site capacity Behind - the - Meter Capability • Reciprocating - engine generation capaci