Emerald President's shares cashed out at $5.03 in merger
Jouaneh Issa reported disposition transactions in this Form 4 filing.
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Form Type
4
Rhea-AI Filing Summary
Jouaneh Issa reported disposition transactions in this Form 4 filing.
Emerald Holding, Inc. executive Issa Jouaneh reported the cancellation of 181,875 shares of common stock, including 171,875 RSUs, in connection with a merger effective July 14, 2026. These equity awards were converted into the right to receive $5.03 in cash per share, and three stock option grants (150,000, 75,000 and 600,000 shares with exercise prices below $5.03) were cancelled and converted into cash under the merger terms. Following these transactions, Jouaneh reports no remaining direct holdings or stock options.
Insider Trade Summary
Disposition: 1,006,875 shares
Disposition
4 txns
Insider
Jouaneh Issa
Role
President, Connections Group
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F4 | 600,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) F4 | 75,000 | -- | -- |
| Disposition | Stock Option (Right to Buy) F4 | 150,000 | -- | -- |
| Disposition | Common Stock F1, F2, F3 | 181,875 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- 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.
- 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").
- F3. Includes 171,875 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.
- F4. Pursuant to the Merger Agreement, each stock option to acquire shares of common stock to the Issuer (a "Stock Option") with an exercise price per share less than $5.03, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time, automatically, as of the Effective Time, was fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of common stock of such Stock Option, multiplied by (ii) the total number of shares subject to such Stock Option, subject to any applicable tax withholding. Pursuant to the Merger Agreement, each Stock Option with an exercise price per share of or greater than $5.03 was cancelled for no consideration.
Key Figures
Common shares canceled: 181,875 shares
RSUs included in shares: 171,875 RSUs
Merger cash price per share: $5.03 per share
+3 more
6 metrics
Common shares canceled
181,875 shares
Common Stock disposed of in issuer transaction on July 14, 2026 in connection with merger
RSUs included in shares
171,875 RSUs
Time-based RSUs that became fully vested, then cancelled and paid in cash at merger
Merger cash price per share
$5.03 per share
Cash consideration for each share of Common Stock under the merger agreement
Stock options canceled at $3.8100
150,000 options
Stock Option grant with $3.8100 exercise price per share canceled and converted to cash
Stock options canceled at $3.7000
75,000 options
Stock Option grant with $3.7000 exercise price per share canceled and converted to cash
Stock options canceled at $4.1300
600,000 options
Stock Option grant with $4.1300 exercise price per share canceled and converted to cash
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units ("RSUs"), Effective Time
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 ... (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 171,875 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 Time regulatory
"Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Issa Jouaneh report in the latest Form 4 for Emerald Holding (EEX)?
Issa Jouaneh reported that 181,875 shares of Emerald Holding common stock, including 171,875 RSUs, and several stock option grants were cancelled in connection with a merger and converted into rights to receive cash, leaving him with no reported direct holdings or options.
What merger event affected Issa Jouaneh’s holdings in Emerald Holding (EEX)?
A merger effective July 14, 2026 combined Emerald Holding with a subsidiary of Emma Buyer, LLC, making Emerald a wholly owned subsidiary. In this transaction, Jouaneh’s equity awards were cancelled and converted into cash rights based on a $5.03 per share merger price.
How were Issa Jouaneh’s RSUs treated in the Emerald Holding (EEX) merger?
Jouaneh held 171,875 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 RSUs’ share count multiplied by the $5.03 merger consideration, subject to tax withholding.
What happened to stock options in the Emerald Holding (EEX) merger for Issa Jouaneh?
Stock options with exercise prices below $5.03 per share, including grants for 150,000, 75,000, and 600,000 shares, were fully vested, cancelled, and converted into cash based on their intrinsic value. Options with exercise prices at or above $5.03 were cancelled without payment under the merger terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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