Empery Digital Inc. · NASDAQ:EMPD
Empery Digital — Proxy Contest (September 2026)
38 slides from Empery Digital's proxy contest presentation, September 2026
Slide 1: A Strategy to Maximize Value Creation by Capitalizing on the Largest Infrastructure Build-out of this Century
A Strategy to Maximize Value Creation by Capitalizing on the Largest Infrastructure Build-out of this Century SEPTEMBER 2026
Slide 2: Disclaimers
Disclaimers 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: Why We Are Here
Why We Are Here A new team has been rebuilding for 15 ATG concealed a liquidation play with Sanctioned and retreating, ATG still months Woodmont, then reversed itself targets the CEO and wants its fees paid In July 2025, Empery Asset Management led a $500 ATG launched a new vehicle just weeks after
Slide 4: Executive Summary
Executive Summary • 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 the job for a little over one The Board is quali
Slide 5: Executive Summary
Executive Summary • 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 unanswered. The Company's requests for a
Slide 6: Empery Digital is a bitcoin treasury company strategically expanding into AI infrastructure and data center investments
Empery Digital is a bitcoin treasury company strategically expanding into AI infrastructure and data center investments Business Overview Capitalization A bitcoin treasury company expanding into AI infrastructure alongside operators with decades of energy development experience. The legacy vehicle b
Slide 7: A new team took over a struggling public company in July 2025 and built a low-cost, transparent bitcoin treasury
A new team took over a struggling public company in July 2025 and built a low-cost, transparent bitcoin treasury OCT. 2021 Volcon IPOs on Nasdaq at $5.50 per share1, raising about $17 million to build electric off- road vehicles. $500M+ 4,018 BTC raised in the July 2025 PIPE acquired in 25 days 2021
Slide 8: Within months of launch, bitcoin fell by nearly half and the sector flipped from premiums to discounts
Within months of launch, bitcoin fell by nearly half and the sector flipped from premiums to discounts Bitcoin fell ~30% over the same period The Board responded with the sector's largest buyback Bitcoin price ($000) Cumulative shares repurchased (M) $109.4K 26.2M 22.4M $84.1K $77.1K $70.5K 15.9M $6
Slide 9: The Board weighed its options for nine months
The Board weighed its options for nine months Bitcoin falls from its ~$126,000 peak and DATs flip from premiums to discounts. What the Board weighed FALL 2025 Investment banks begin showing strategic opportunities consistently. The Company signs numerous NDAs and "evaluate[s] everything that came ou
Slide 10: Deploying Capital to Maximize Value
Deploying Capital to Maximize Value Capitalizing on the Largest Infrastructure Build-out of this Century 10
Slide 11: Power is the scarce input in the AI buildout
Power is the scarce input in the AI buildout 2.7x +22% $660B 5 to 10 yrs CAGR for global data center demand from hyperscaler capex 2026E, up from $118B global data center demand by 2030 U.S. grid interconnection queues 2025 – 2030 in 2021 Global data center capacity demand (GW), McKinsey Why this ma
Slide 12: Efficiently deploying capital to generate near- and long-term value
Efficiently deploying capital to generate near- and long-term value $85M $440M+ Early 2027 $0 expected cash flow to EMPD over the 15- build-out, power or operating cost borne committed across two investments first lease payments expected year lease from the first deal by EMPD Near-term cash flow: $6
Slide 13: What we Uncovered in our Efforts to Protect the Interests of all Shareholders
What we Uncovered in our Efforts to Protect the Interests of all 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
Slide 14: What has ATG been doing? Shareholders deserve answers
What has ATG been doing? Shareholders deserve answers 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 an
Slide 15: ATG and Tice Brown moved in lockstep for three weeks, then took their conversations to auto-deleting apps
ATG and Tice Brown moved in lockstep for three weeks, then took their conversations to auto-deleting apps Brown texts an activist investor: "Come do empd.“ The activist responds: “Not a group!” and rejects Jan. 13 Brown’s advances. The same activist introduced Gliksberg to Brown, writing: "You both
Slide 16: The Court's findings show why the Board acted
The Court’s findings show why the Board acted What the Court decided (Aug. 28 and What the Court found about ATG Why the Board acted Sept. 2, 2026) The Court’s ruling supported the Board’s In bringing ATG’s conduct to light, the Board • The bylaws did not specifically require ATG to concerns regardi
Slide 17: ATG hedged ~100% of its economic exposure without disclosure
ATG hedged ~100% of its economic exposure without disclosure ~100% Jan. 13 No Disclosure of ATG's position hedged by shorting hedge opened, before ATG crossed 5% of the hedge or coordination in ATG's 13D bitcoin ETFs and before Gliksberg met Brown or nomination notice What ATG did Why it matters to
Slide 18: ATG took extraordinary action to conceal its plan and the Court responded by sanctioning ATG
ATG took extraordinary action to conceal its plan and the Court responded by sanctioning ATG and ordered it to pay the Company's costs "at least negligent" "at least reckless" "intentional disregard" leaving auto-delete on after the duty to preserve arose affirmatively turning it on with a nominee a
Slide 19: ATG's Nominees are the Wrong People for the Job
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
Slide 20: ATG's nominees lack relevant experience and independence
ATG's nominees lack relevant experience and independence 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 ✖ Gliksberg is an investor in Elbaor's fund and call
Slide 21: No intention of working on behalf of shareholders
No intention of working on behalf of shareholders 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 "You don't necessarily want people that are "Did you discuss your plans for Empery with out to you. I recommended
Slide 22: ATG proposes nothing the Company is not already doing
ATG proposes nothing the Company is not already doing 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 $150 million allocated to repurchase 26.2 million shares at an average of $5.71, all b
Slide 23: Our Directors are the Right People for the Job
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
Slide 24: Our directors have highly relevant skills and experience
Our directors have highly relevant skills and experience Independent oversight that holds leadership accountable with Audit, Compensation and Nominating and Governance Committees composed solely of independent directors Ryan Lane Ian Read Matthew Homer Chairman and Co-CEO Independent director Indepe
Slide 25: ATG is targeting the directors who built the strategy
ATG is targeting the directors who built the strategy Mr. Lane brought the capital and the plan. Mr. Read brings Fortune 100 governance experience. Ryan Lane ✔ Led the $500 million July 2025 PIPE and led the transition from a struggling vehicle maker to a Chairman and Co-Chief Executive bitcoin trea
Slide 26: ATG is targeting the Board's crypto expertise
ATG is targeting the Board's crypto expertise Mr. Chauhan has the crypto expertise ATG screened out. Mr. Olason is independent and predates the pivot. Rohan Chauhan Director Director since July 2025 ✔ Runs a digital asset infrastructure company building cross-chain systems for tokenized assets ATG w
Slide 27: EMPD would lose integral expertise if ATG's nominees are elected
EMPD would lose integral expertise if ATG's nominees are elected What our Board would lose What ATG's nominees would "add" ✔ Capital markets expertise behind the $500M PIPE, the buyback ✖ Closed-end fund investor; board experience limited to an OTC and the Hunt partnership housing maker and an art m
Slide 28: Adding E. Taylor Robertson continues the Board's refreshment
Adding E. Taylor Robertson continues the Board's refreshment A nominee whose day job is building the behind-the-meter data centers the Company is now invested in E. Taylor Robertson ✔ Executive at the Company's data center partner. CDP is Board refreshment Director nominee, age 48 developing the 1.3
Slide 29: Protect Empery Digital's plan to create value
Protect Empery Digital's plan Vote FOR ONLY the Board's nine nominees to create value on the WHITE universal proxy card. Because directors are elected by plurality, only FOR votes for the Board's nominees help elect them. The Board converted a discounted bitcoin balance sheet into stakes in AI infra
Slide 30: The Board is executing a plan to create value. Protect it
The Board is executing a plan to create value. Protect it Vote the WHITE proxy card The Board unanimously recommends a vote "FOR • We are executing with urgency. In 14 months the Board raised $500 million, bought back 26.2 ONLY" each of its nine nominees: million shares below NAV, repaid its term lo
Slide 31: How to vote
How to vote Vote FOR ONLY the Board's nine nominees on the WHITE universal proxy card By internet By telephone By mail At the virtual meeting Go to www.proxyvote.com with the Stockholders of record call 1-800-690- Mark FOR only the nine Board nominees, Pre-register at www.proxyvote.com by control nu
Slide 32: Appendix
Appendix 32
Slide 33: The March 2026 registered direct was an accretive raise
The March 2026 registered direct was an accretive raise The raise benefited all shareholders. Voting with management was neither required nor discussed $25M +3% 25% 20% unit price premium to the prior day trading proceeds raised unit price premium to NAV warrant strike price premium to NAV price ATG
Slide 34: The Cable Car repurchase was not the buyout ATG describes
The Cable Car repurchase was not the buyout ATG describes An unsolicited block sale negotiated before the open at that morning's price. No premium was paid ATG CLAIM WHAT ACTUALLY HAPPENED "Lane agreed to repurchase Ma-Weaver (Cable Car) EMPD and Bitcoin price severely declined intraday on February
Slide 35: Accretive share repurchase program was effective at closing the NAV gap
Accretive share repurchase program was effective at closing the NAV gap The largest share repurchase program in the industry $150 Million Shares repurchased (daily) mNAV Returned to shareholders 1.2x 500k through share repurchases 1.1x 26.2 Million 400k Shares repurchased (000s) 1.0x Shares repurcha
Slide 36: Bitcoin treasuries have faced significant challenges since the fall of 2025
Bitcoin treasuries have faced significant challenges since the fall of 2025 Share prices of Bitcoin Treasury Companies declined as the BTC market faced headwinds BTC -35% Indexed Share Price Performance ASST -60% BRR -70% EMPD -71% ALCPB -77% SWC -80% NAKA -97% DDC -98% Aug ’25 Sep Oct Nov Dec Jan ’
Slide 37: Midwest AI Data Center Investment
1 Midwest AI Data Center Investment EMPD partnered with Hunt Properties to acquire a Midwest data center property with an LOI in place for a triple net lease $65M 150 MW ~$1B Q3 2026 Power today; clear path to Potential net-lease payments Investment for a 25% stake Expected lease execution ~300 MW o
Slide 38: Cardinal Data Power: Behind-the-Meter Power at Scale
2 Cardinal Data Power: Behind-the-Meter Power at Scale $20mm preferred equity investment in Cardinal Data Power, a Hunt Properties-affiliated developer $20M ~8% 1.3 GW >5 GW Preferred equity investment Ownership stake in CDP Phase I campus under LOI Long-term site capacity Behind-the-Meter Capabilit