A major shareholder in Empery Digital has urged the company to abandon its Bitcoin-focused strategy, sell its digital asset holdings, and return the proceeds to investors, while calling for the resignation of the CEO and the entire board. In a letter dated February 23, 2026, Tice P. Brown, who owns about 9.8% of Empery Digital’s outstanding shares, argued that management has insulated itself at holders’ expense and pushed for a governance reset to unlock shareholder value. Brown’s appeal arrives as the company faces questions about whether its Bitcoin-centric approach remains viable amid a tighter funding environment and shifting volatility in crypto markets.
Brown’s leverage escalated just days after he disclosed that Empery Digital privately approached him on February 18 with an offer to repurchase all of his shares at a price equal to 100% of their market net asset value (mNAV), a premium he described as sizable relative to prevailing valuations. He rejected the proposal, saying it appeared designed to preserve management’s positions rather than to return capital to shareholders. The disclosure underscores a broader tension between insiders who favor propping up the company’s strategy and dissident investors seeking a more liquid, investor-friendly outcome.
Brown has been vocally critical of Empery Digital’s capital allocation decisions, governance posture, and its buyback strategy, arguing for a pivot away from a Bitcoin-centric model. In his view, the company should reposition toward liquidity, diversification, and a clearer path to capital returns for holders. Empery Digital has publicly pushed back, asserting that Brown’s characterization of events is distorted and that management remains open to arrangements that align with the long-term interests of the company and its shareholders.
The tensions come as Empery Digital, formerly known as Volcon, restructures its identity around a Bitcoin-focused corporate treasury. The company began its pivot in mid-2025 with the aim of becoming a Bitcoin aggregator, amassing a sizable position in the cryptocurrency. As of the latest disclosures, Empery Digital holds 4,081 BTC, placing it among the top 25 publicly traded Bitcoin holders globally. That concentration has become a focal point for critics who question whether a treasury strategy anchored to a volatile asset class can sustain long-term shareholder value, especially when market conditions compress valuations across the sector.
Analysts and observers have noted that digital asset treasuries have faced renewed pressure as crypto prices retrace and equity valuations across the sector compress. Standard Chartered recently warned that the sustainability of many crypto-treasury models depends on maintaining a premium valuation relative to the underlying Bitcoin holdings, a premium that has proved increasingly difficult to defend in current markets. The dynamic raises questions about whether Empery Digital’s current structure can weather declines in Bitcoin’s price, while still delivering meaningful upside to investors if market sentiment improves.
Meanwhile, the market context for crypto treasuries remains nuanced. On one hand, Bitcoin remains a focal point for investors seeking on-chain exposure within corporate balance sheets. On the other, the performance and governance of firms with large digital-asset holdings are scrutinized more closely, given concerns about liquidity, transparency, and the ability to liquidate assets without triggering adverse price moves. The public discourse around Empery Digital’s strategy reflects a broader debate about the role of crypto-treasury functions within traditional corporate structures and the potential need for governance safeguards to protect minority holders during periods of volatility.
Empery Digital’s Bitcoin gambit could be upended
The dispute highlights growing tensions around Empery Digital’s business model, which now centers on holding Bitcoin as its principal asset rather than pursuing a diversified corporate portfolio. The company’s strategic direction—pursuing a Bitcoin-centered treasury that aspires to function as a Bitcoin aggregator—has drawn both curiosity and criticism. If Brown’s push gains traction and the board yields to investor demands, a liquidation or partial divestment of the BTC holding could dramatically reframe the company’s value proposition and alter investor expectations about future returns.
Empery Digital’s origin story adds another layer to the narrative. It began life as Volcon, a maker of electric off-road vehicles and related equipment, before pivoting to a crypto-centric treasury strategy in 2025. The shift represents a broader trend in which corporate treasuries allocate to digital assets as a hedge or growth engine, a move that has attracted both interest and regulatory scrutiny. The transformation also places Empery Digital at the center of conversations about governance, capital allocation, and the sustainability of asset-backed valuations in the crypto era.
Brown’s stance, backed by his 9.8% stake, has already prompted public statements from Empery Digital. The company contends that Brown “continues to misrepresent and distort the facts,” arguing that any repurchase discussions were solely driven by a desire to act in the best interests of all shareholders. The public exchange signals a potential turning point for Empery Digital, as management seeks to defend a strategy that has become highly scrutinized in a market where liquidity and asset valuations can swing rapidly. This back-and-forth underscores the challenges faced by crypto-treasury businesses when governance decisions intersect with market cycles and investor sentiment.
Beyond Empery Digital’s shores, the broader crypto market has watched closely. Bitcoin’s price dynamics have influenced how investors evaluate crypto treasuries, with some market participants arguing that pure BTC accumulation strategies may need to be complemented by liquidity options, hedging mechanisms, or revenue-generating activities to weather downturns. As the sector collectively reassesses the economics of digital-asset holdings in corporate portfolios, Empery Digital’s situation could serve as a barometer for how governance disputes, minority shareholder rights, and strategic pivots are resolved in real time.
The discord also touches on the question of whether a company can sustain a premium to its net asset value (NAV) when its core asset—the cryptocurrency—suffers price fluctuations. If the market reassesses the premium to NAV or doubts the ability to liquidate Bitcoin holdings efficiently without impacting prices, investors may demand more transparent pathways to value realization. In that context, Empery Digital’s leadership transition discussions and potential strategic recalibration become critical signals for the market around risk, governance, and the alignment of incentives between management and shareholders.
As the story unfolds, market observers will be watching for three key developments: the board’s response to Brown’s letter and any concrete governance changes, the outcome of any discussions about liquidating or reallocating the BTC holdings, and how Empery Digital communicates its strategic considerations to investors going forward. The stakes extend beyond a single shareholder dispute; they touch on how crypto-treasury strategies are evaluated, priced, and regulated within traditional capital markets. The unfolding narrative will likely influence how other publicly traded entities with cryptocurrency holdings approach governance, disclosures, and capital-allocation decisions in an environment characterized by ongoing scrutiny and evolving market dynamics.
What to watch next
- Public response from Empery Digital’s board and any formal governance votes or resolutions related to Brown’s requests.
- Updates on the company’s BTC holdings, including any implications for liquidity, NAV, and potential sale or diversification plans.
- forthcoming statements or filings detailing the timeline of any share repurchase discussions or revised capital-allocation strategies.
- Market reaction to governance developments and any subsequent price or volatility shifts in the company’s shares or BTC exposure.
Sources & verification
- Shareholder letter from Tice P. Brown to Empery Digital’s board (Feb 23, 2026) as published in GlobeNewswire.
- Empery Digital’s statement addressing Brown’s characterization (as referenced in FT Markets reporting on Feb 24, 2026).
- StreetInsider coverage of the shareholder push for CEO and board resignations.
- BitcoinTreasuries.NET page documenting Empery Digital’s BTC holdings (Volcon Inc) and its ranking among public holders.
Empery Digital’s Bitcoin strategy under pressure as investor calls for governance shakeup
Empery Digital has built a Bitcoin (CRYPTO: BTC)-centric treasury, accumulating 4,081 BTC to date and positioning itself among the world’s more prominent public holders. The approach, intended to create value through crypto asset appreciation, has become a focal point for governance scrutiny after a major shareholder demanded a major strategic pivot. The confrontation began with a February 23 letter from Tice P. Brown, who holds roughly 9.8% of the company’s outstanding shares, urging the removal of CEO Ryan Lane and the entire board, and calling for a sale of the company’s Bitcoin stash with proceeds redistributed to shareholders. Brown contends that the current management team has entrenched itself in a way that undermines shareholder interests and capital efficiency.
The letter revealed a concrete counterproposal: a prior private offer to repurchase Brown’s shares at 100% of market net asset value (mNAV), framed as a premium to current market valuations. Brown rejected the deal, arguing that such a transaction would simply preserve existing control structures rather than deliver meaningful capital returns to investors. The exchange underscores a broader debate about whether a Bitcoin-centered strategy can deliver durable value in a market characterized by price swings, regulatory shifts, and evolving liquidity dynamics. While Brown framed the buyback as an opportunity to unlock value, Empery Digital characterizes the proposal as misaligned with the company’s long-term interests and governance standards.
Empery Digital’s response emphasizes that its leadership sought to engage Brown in a manner consistent with shareholder value creation, while maintaining a careful stance on the timing and method of any liquidity actions. The company’s board contends that Brown’s public portrayal of events does not accurately reflect the negotiation process, and insists that discussions were conducted with the aim of safeguarding the equity base. This exchange highlights the delicate balance between a treasury strategy anchored in a volatile asset and the expectations of public investors who seek predictable returns and governance accountability.
Looking ahead, the market will assess whether Empery Digital’s Bitcoin holdings—built over the course of 2025 and sustained into 2026—can withstand a shifting macro backdrop. Standard Chartered’s warnings about the sustainability of a premium to NAV in crypto-treasuries add a layer of caution to the conversation. If the market shifts away from valuing Bitcoin-heavy treasuries at a premium, companies like Empery Digital may need to demonstrate enhanced liquidity options, transparent capital-allocation policies, and credible pathways to returning capital to shareholders. The ongoing debate is not merely about whether to hold or sell; it is about how a crypto-native strategy integrates with corporate governance norms, investor expectations, and the regulatory environment that shapes disclosures and financial performance.
In the near term, investors will look for clarity on governance and strategy. Brown’s letter has already sparked a public debate about whether a Bitcoin-focused corporate treasury can deliver consistent shareholder value without sacrificing governance and liquidity. Empery Digital’s next moves—whether they entail partial divestitures, strategic diversification, or a recalibration of its capital-allocation framework—will be closely watched by a spectrum of investors, from crypto-focused funds to traditional equity holders seeking risk-adjusted exposure to digital assets. The outcome could influence how other companies with crypto holdings articulate their governance structures and communicate with shareholders in a market that remains sensitive to both asset volatility and governance signals.