Emerald Holding (EEX) CEO exits equity in $5.03-per-share cash merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Sedky Herve reported disposition transactions in this Form 4 filing.
On July 14, 2026, Emerald Holding, Inc. was merged with Emma Merger Sub, Inc., making Emerald a wholly owned subsidiary of Emma Buyer, LLC. In connection with this merger, CEO and President Herve Sedky’s equity awards in Emerald were cancelled for cash consideration.
Sedky relinquished 437,427 shares of common stock, including 187,153 time-based RSUs, which were converted into the right to receive $5.03 in cash per share. He also had 3,346,670 stock options with a $3.81 exercise price cancelled and converted into cash based on the $5.03 merger price, while options with exercise prices at or above $5.03 were cancelled for no consideration, leaving no reported direct holdings after the merger.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Sedky Herve
Role
CEO & President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 3,346,670 | -- | -- |
| Disposition | Common Stock | 437,427 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
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 187,153 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. 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 disposed: 437,427 shares
Stock options cancelled: 3,346,670 options
Merger consideration per share: $5.03 per share
+2 more
5 metrics
Common shares disposed
437,427 shares
Disposition to issuer in merger on July 14, 2026
Stock options cancelled
3,346,670 options
Stock Option (Right to Buy) cancelled and cashed out in merger
Merger consideration per share
$5.03 per share
Cash paid for each share of common stock under the merger agreement
RSUs vested and cashed out
187,153 RSUs
Time-based RSUs that fully vested and converted to cash at $5.03
Stock option exercise price
$3.81 per share
Exercise price of cancelled in-the-money stock options
Key Terms
Agreement and Plan of Merger, restricted stock units ("RSUs"), Merger Consideration, Stock Option
4 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement")"
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 ("RSUs") financial
"Includes 187,153 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.
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.
Stock Option financial
"each stock option to acquire shares of common stock to the Issuer (a "Stock Option")"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
FAQ
What did Emerald Holding (EEX) CEO Herve Sedky report in this Form 4?
Herve Sedky reported the cancellation of his common shares and stock options in Emerald Holding, Inc. after a merger. His equity was converted into the right to receive $5.03 in cash per share where in the money, with no reported direct holdings remaining.
What happened to Herve Sedky’s RSUs in the Emerald Holding (EEX) merger?
Sedky’s 187,153 restricted stock units became fully vested at the merger’s effective time. Those RSUs were then cancelled and converted into a right to receive cash equal to $5.03 per underlying share, subject to applicable tax withholding, instead of remaining as equity awards.
How were Herve Sedky’s Emerald Holding (EEX) stock options treated?
Sedky had 3,346,670 stock options with a $3.81 exercise price cancelled and converted into cash based on the spread to the $5.03 merger price. Under the merger terms, any stock options with exercise prices at or above $5.03 were cancelled for no consideration.
Does Herve Sedky hold any Emerald Holding (EEX) equity after the merger?
Following the merger-related cancellations, Sedky’s reported holdings in common stock and stock options both show 0 shares remaining. The Form 4 indicates that, after these issuer dispositions, he has no reported direct ownership of Emerald common stock or related stock options.