Empery Digital Faces Shareholder Push to Liquidate BTC Holdings and Replace Executive Team
February 24, 2026
A prominent investor in Empery Digital Inc. has formally urged the company to abandon its Bitcoin‑focused treasury strategy, liquidate its digital‑asset portfolio and return the proceeds to shareholders. The same shareholder, who owns roughly 9.8 % of Empery’s outstanding shares, also called for the immediate resignation of Chief Executive Officer Ryan Lane and the entire board of directors.
Shareholder’s Letter
On Monday, Tice P. Brown—a beneficial owner of nearly one‑tenth of Empery’s equity—sent a letter to the board outlining his grievances. Brown contended that the firm’s management has entrenched itself at the expense of shareholders and that the current business model, which centers on holding 4,081 BTC (placing Empery among the top 25 publicly traded Bitcoin owners), is no longer sustainable.
Brown also disclosed that, on February 18, Empery’s leadership privately approached him with a proposal to repurchase his entire stake at 100 % of the market net asset value (mNAV) of his shares—a premium he described as “large compared with prevailing market valuations.” He declined the offer, arguing that it was designed to preserve the current leadership rather than unlock value for investors.
Company’s Response
Empery Digital rebutted the accusations in a statement released later Monday, characterising Brown’s allegations as distortions intended to further a self‑servicing agenda. The company noted that management had engaged with Brown in good faith, attempting to reach a settlement that it believed would serve the broader shareholder base.
Strategic Background
Originally founded as Volcon—a maker of electric off‑road vehicles—Empery pivoted in mid‑2025 to a Bitcoin‑centric corporate treasury, rebranding itself as a “Bitcoin aggregator.” The shift was intended to leverage the rising price of the cryptocurrency and generate a premium over the underlying mNAV of its holdings.
Since the pivot, the firm has amassed more than 4,000 BTC, with the bulk of the acquisition occurring during the summer of 2025. However, the broader crypto‑treasury sector has recently faced headwinds as Bitcoin prices have retreated and equity valuations for digital‑asset companies have compressed.
Analysts at Standard Chartered have warned that many firms in this niche rely on a valuation premium—often measured against mNAV—to justify their market caps. The premium has been under pressure as the market adjusts to lower Bitcoin prices, raising questions about the long‑term viability of a pure‑play Bitcoin holding model.
Market Context
- Bitcoin price dynamics: After peaking in late 2024, Bitcoin has seen a series of corrections, with the current price hovering around $30,000‑$32,000. The volatility has amplified scrutiny of companies whose balance sheets are heavily weighted in the cryptocurrency.
- Sector valuations: Recent data from Bloomberg shows that Bitcoin‑linked exchange‑traded funds still hold roughly $53 billion in net inflows, yet the broader crypto‑asset market has experienced a contraction in equity multiples.
- Investor sentiment: The rise of activist shareholders like Brown reflects growing impatience among institutional investors who seek more diversified capital allocation and clearer paths to liquidity.
Potential Outcomes
If Empery were to sell its Bitcoin holdings, the company would need to manage a sizable market impact, given the volume of BTC on its books. The proceeds could be distributed to shareholders through a special dividend or used to fund a strategic pivot—options that would likely require board approval and possibly a new governance framework.
Conversely, maintaining the status quo could preserve the current premium (if any) but may expose the firm to further valuation erosion if Bitcoin prices remain subdued. The board’s composition and leadership stability are also at stake, as Brown’s demand for a full executive turnover could trigger a governance overhaul.
Key Takeaways
- Activist pressure: A shareholder controlling almost 10 % of Empery’s equity is publicly demanding both a liquidation of the company’s Bitcoin assets and a complete leadership change.
- Valuation premium under stress: Market analysts highlight that the premium many crypto‑treasury firms enjoy over mNAV is eroding, heightening the risk profile of a Bitcoin‑centric balance sheet.
- Strategic crossroads: Empery must decide whether to double down on its Bitcoin aggregator model or to diversify its assets and restructure its governance to placate discontented investors.
- Potential market impact: Any sizable BTC sale by Empery could affect Bitcoin’s price dynamics and would necessitate careful execution to avoid excessive market impact.
- Investor sentiment: The episode underscores a broader trend of institutional investors demanding clearer pathways to liquidity and risk mitigation in crypto‑exposed public companies.
Empery Digital’s next moves will be closely watched by both the cryptocurrency community and traditional equity investors, as the company navigates the tension between its Bitcoin‑heavy strategy and mounting calls for governance and capital‑allocation changes.
Source: https://cointelegraph.com/news/empery-digital-shareholder-demands-bitcoin-sale-ceo-resignation?utm_source=rss_feed&utm_medium=feed&utm_campaign=rss_partner_inbound
