Emerald Holding (NYSE: EEX) director gets $5.03 per share in merger cash-out
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Emerald Holding, Inc. director Lynda M Clarizio disposed of 137,708 shares of common stock on July 14, 2026, when Emma Merger Sub, Inc. merged with and into Emerald and it became a wholly-owned subsidiary of Emma Buyer LLC. The shares, including 23,255 RSUs, were cancelled and converted into the right to receive $5.03 in cash per share, leaving her with 0 shares directly held.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
CLARIZIO LYNDA M
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 137,708 | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (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. 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"). 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: 137,708 shares
Merger Consideration: $5.03 per share
RSUs affected: 23,255 RSUs
+1 more
4 metrics
Shares disposed
137,708 shares
Common stock cancelled in issuer disposition on July 14, 2026
Merger Consideration
$5.03 per share
Cash received per cancelled share under Agreement and Plan of Merger
RSUs affected
23,255 RSUs
Time-based RSUs that vested and were cashed out at the Merger Consideration
Post-transaction holdings
0 shares
Direct common stock held by Lynda M Clarizio after the merger-related disposition
Key Terms
Agreement and Plan of Merger, restricted stock units, Merger Consideration, wholly-owned subsidiary
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.
restricted stock units financial
"Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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.
wholly-owned subsidiary regulatory
"the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent"
A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.
FAQ
What insider transaction did Emerald Holding (EEX) director Lynda M Clarizio report?
Lynda M Clarizio reported disposing of 137,708 shares of Emerald Holding common stock through a merger-related cancellation and cash-out at $5.03 per share. The disposition occurred on July 14, 2026, in connection with Emerald’s merger into a subsidiary of Emma Buyer LLC.
What was Lynda M Clarizio’s Emerald Holding (EEX) ownership after the merger transaction?
Following the merger-related disposition, Lynda M Clarizio held 0 shares of Emerald Holding common stock directly. All reported shares, including vested RSUs, were cancelled and converted into cash, consistent with Emerald becoming a wholly-owned subsidiary of Emma Buyer LLC.
What does the Form 4 code "D" mean in this Emerald Holding (EEX) filing?
The transaction used code "D", indicating a disposition to the issuer rather than an open-market sale. In this case, the shares were cancelled in exchange for cash under the merger terms, as Emerald was acquired by Emma Buyer LLC through a subsidiary.
How is the Emerald Holding (EEX) merger with Emma Buyer LLC described for this insider?
The filing describes an Agreement and Plan of Merger under which Emma Merger Sub, Inc. merged into Emerald on July 14, 2026. Emerald continued as the surviving corporation and became a wholly-owned subsidiary of Emma Buyer LLC, triggering the cash-out of Lynda M Clarizio’s equity.