Emerald Holding director receives $5.03 per share

Emerald Holding, Inc. director Hyatt Todd S. disposed of 137,359 shares of common stock on July 14, 2026 through a disposition to the issuer tied to a merger in which Emerald became a wholly owned subsidiary of Emma Buyer, LLC.

Rhea-AI Filing Summary

Emerald Holding, Inc. director Hyatt Todd S. disposed of 137,359 shares of common stock on July 14, 2026 through a disposition to the issuer tied to a merger in which Emerald became a wholly owned subsidiary of Emma Buyer, LLC. These shares were cancelled and converted into the right to receive $5.03 in cash per share under the merger agreement. The position included 23,255 restricted stock units that became fully vested and were similarly converted into cash at the merger consideration, leaving no reported Emerald common stock holdings afterward.

Insider Trade Summary

Disposition: 137,359 shares

Disposition 1 txn

Insider Hyatt Todd S.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2, F3	137,359	--	--

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

Common shares disposed: 137,359 shares Merger consideration: $5.03 per share Restricted stock units vested: 23,255 RSUs +2 more

5 metrics

Common shares disposed 137,359 shares Disposition to issuer on July 14, 2026 in connection with merger

Merger consideration $5.03 per share Cash received per share of Emerald Holding common stock under merger agreement

Restricted stock units vested 23,255 RSUs RSUs became fully vested and were converted to cash at merger consideration

Shares held after transaction 0 shares Reported Emerald Holding common stock holdings following merger-related disposition

Merger effective date July 14, 2026 Date Emma Merger Sub, Inc. merged with and into Emerald Holding

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock units ("RSUs"), time-based vesting requirements

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 per share, referred to as 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.

time-based vesting requirements financial

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

Time-based vesting requirements are rules that grant an employee the right to stock, options or other equity only after they work for the company for a set period or reach specific time checkpoints, like earning a reward after paying installments. For investors this matters because it spreads out when new shares can be claimed and sold, affecting future dilution, employee retention, and the timing of potential selling pressure on the stock.

FAQ

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

What transaction did Emerald Holding (EEX) director Hyatt Todd S. report?

He reported disposing of 137,359 shares of Emerald Holding common stock to the issuer in connection with a merger. The shares were cancelled and converted into the right to receive $5.03 in cash per share under the merger agreement, leaving no remaining common stock holdings.

At what price were Hyatt Todd S.’s Emerald Holding (EEX) shares converted?

His shares were converted into the right to receive $5.03 in cash per share as merger consideration. This price applied to each cancelled share under the Agreement and Plan of Merger, providing a fixed cash payout instead of continuing equity ownership in Emerald Holding.

How many Emerald Holding (EEX) shares did Hyatt Todd S. hold after the merger?

After the merger-related disposition, he reported holding 0 shares of Emerald Holding common stock. All reported shares, including those underlying vested restricted stock units, were cancelled and converted into the right to receive the cash merger consideration of $5.03 per share.

What happened to Hyatt Todd S.’s restricted stock units in the Emerald Holding (EEX) merger?

He held 23,255 restricted stock units (RSUs) subject to time-based vesting that became fully vested at the merger’s effective time. These RSUs were cancelled and converted into cash equal to the RSU share count multiplied by the $5.03 merger consideration per share, subject to tax withholding.

When did the Emerald Holding (EEX) merger affecting Hyatt Todd S.’s holdings take effect?

The merger became effective on July 14, 2026, when Emma Merger Sub, Inc. merged with and into Emerald Holding. That effective date triggered cancellation of his shares and RSUs and conversion into the contractual cash merger consideration of $5.03 per share.

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

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Accepted by SEC EDGAR 07/14/2026 - 04:50 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^*

Hyatt Todd S.

(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)		137,359(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/ Todd Hyatt	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)