Emerald Holding director exits stake in merger

Emerald Holding, Inc. director David Saul Levin reported a disposition to the issuer of 314,253.148 shares of Common Stock on July 14, 2026, leaving him with 0 shares.

Rhea-AI Filing Summary

Emerald Holding, Inc. director David Saul Levin reported a disposition to the issuer of 314,253.148 shares of Common Stock on July 14, 2026, leaving him with 0 shares. The shares were cancelled in a merger and converted into the right to receive $5.03 in cash per share.

The total included 23,255 restricted stock units (RSUs), which became fully vested at the merger’s effective time and were similarly cancelled and converted into cash based on the same $5.03 per-share Merger Consideration.

Insider Trade Summary

Disposition: 314,253.148 shares

Disposition 1 txn

Insider Levin David Saul

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2, F3	314,253.148	--	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.
2. F2. In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
3. F3. Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

Key Figures

Shares Disposed: 314,253.148 shares Post-transaction Holdings: 0 shares Merger Consideration: $5.03 per share +3 more

6 metrics

Shares Disposed 314,253.148 shares Common Stock disposed of to the issuer on July 14, 2026

Post-transaction Holdings 0 shares Total Common Stock held by David Saul Levin after the merger-related disposition

Merger Consideration $5.03 per share Cash received per share of Common Stock cancelled in the merger

Restricted Stock Units 23,255 RSUs Time-based RSUs that vested, were cancelled, and converted into cash at the merger

Merger Effective Date July 14, 2026 Date Merger Sub merged with and into Emerald Holding

Merger Agreement Date May 9, 2026 Date of the Agreement and Plan of Merger among Emerald, Parent, and Merger Sub

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock units ("RSUs"), Effective Date

4 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Consideration financial

"converted into the right to receive $5.03 in cash, without interest, per share ... (the "Merger Consideration")"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock units ("RSUs") financial

"Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Effective Date regulatory

"on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer"

The effective date is the specific calendar day when a contract, regulatory action, corporate change, or financial disclosure officially begins to apply and take legal or operational effect. For investors, it marks the moment rules, obligations, ownership, pricing, or reporting change—similar to the exact minute a light switch is flipped—so it determines when rights, liabilities, or market impacts start and which periods or transactions are affected.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Emerald Holding (EEX) director David Saul Levin report?

David Saul Levin reported a disposition to the issuer of 314,253.148 shares of Common Stock on July 14, 2026. All these shares were cancelled in connection with a merger and converted into the right to receive $5.03 in cash per share.

How many Emerald Holding (EEX) shares does David Saul Levin hold after the reported transaction?

Following the transaction, David Saul Levin holds 0 shares of Emerald Holding common stock. His entire reported position of 314,253.148 shares, including certain RSUs, was cancelled in the merger and converted into cash at $5.03 per share.

What merger event triggered David Saul Levin’s Form 4 filing for Emerald Holding (EEX)?

The filing reflects a merger where Emma Merger Sub, Inc. merged with and into Emerald Holding on July 14, 2026. Emerald Holding continued as the surviving corporation and became a wholly-owned subsidiary of Emma Buyer, LLC under an Agreement and Plan of Merger.

What is the cash Merger Consideration per share for Emerald Holding (EEX) in this transaction?

Each share of Emerald Holding common stock was converted into the right to receive $5.03 in cash per share, without interest. This Merger Consideration applied to the shares disposed of in the transaction, subject to the terms and conditions of the Merger Agreement.

How were David Saul Levin’s restricted stock units in Emerald Holding (EEX) treated in the merger?

The transaction included 23,255 restricted stock units (RSUs) subject to time-based vesting. At the merger’s effective time, these RSUs automatically became fully vested, were cancelled, and converted into cash equal to the RSU share count multiplied by the $5.03 Merger Consideration.

Was David Saul Levin’s Emerald Holding (EEX) share disposition an open-market sale?

No. The disposition was a transaction with the issuer tied to a completed merger, not an open-market trade. His shares were cancelled and converted into the right to receive $5.03 cash per share under the Agreement and Plan of Merger.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/14/2026 - 04:55 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Levin David Saul

(Last) (First) (Middle)

EMERALD HOLDING, INC.

100 BROADWAY, 14TH FLOOR

(Street)

NEW YORK NEW YORK 10005

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Emerald Holding, Inc. [ EEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/14/2026		D(1)		314,253.148(2)(3)	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

2. In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

3. Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.

	/s/ David Levin	07/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)