Emerald Holding CFO equity cashed out at $5.03
Emerald Holding, Inc. Chief Financial Officer David B. Doft reported the disposition of his equity in connection with a merger effective July 14, 2026, in which Emma Merger Sub merged into Emerald under Emma Buyer LLC.
Rhea-AI Filing Summary
Emerald Holding, Inc. Chief Financial Officer David B. Doft reported the disposition of his equity in connection with a merger effective July 14, 2026, in which Emma Merger Sub merged into Emerald under Emma Buyer LLC. 154,384 shares of common stock, including 139,028 RSUs, were cancelled and converted into the right to receive $5.03 in cash per share. In addition, 2,277,116 stock options with a $3.81 exercise price were fully vested, cancelled, and converted into cash based on the spread to the $5.03 merger consideration, while options with exercise prices at or above $5.03 were cancelled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 2,431,500 shares
Disposition
2 txns
Insider
Doft David B.
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F4 | 2,277,116 | -- | -- |
| Disposition | Common Stock F1, F2, F3 | 154,384 | -- | -- |
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 139,028 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 cancelled: 154,384 shares
RSUs included in share total: 139,028 RSUs
Merger consideration per share: $5.03 per share
+3 more
6 metrics
Common shares cancelled
154,384 shares
Common Stock converted into right to receive $5.03 in cash per share in merger
RSUs included in share total
139,028 RSUs
Time-based RSUs became fully vested and were cancelled for cash at $5.03 per share
Merger consideration per share
$5.03 per share
Cash amount payable per share of Common Stock under the Merger Agreement
Stock options cancelled
2,277,116 options
Stock options with exercise price below $5.03 vested, cancelled and converted into cash
Option exercise price
$3.81 per share
Exercise price of reported Stock Options cancelled and cashed out against $5.03 Merger Consideration
Merger effective date
July 14, 2026
Date Merger Sub merged with Emerald and equity awards were cancelled
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units ("RSUs"), Effective Time, +1 more
5 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 139,028 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
"as of the Effective Time, these RSUs automatically became fully vested and were cancelled"
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.
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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Emerald Holding (EEX) report for CFO David B. Doft?
Emerald Holding reported that CFO David B. Doft disposed of his reported equity in connection with a merger. His common shares, RSUs, and certain stock options were cancelled and converted into the right to receive cash based on a $5.03 per-share merger consideration.
What happened to the Emerald Holding (EEX) CFO’s stock options in the merger?
Doft held 2,277,116 stock options with a $3.81 exercise price that became fully vested, were cancelled, and converted into cash equal to the $5.03 merger consideration minus the exercise price, times the shares. Options with exercise prices at or above $5.03 were cancelled for no consideration.
What corporate transaction triggered the Form 4 filing for Emerald Holding (EEX) CFO Doft?
The Form 4 was triggered by a merger under an Agreement and Plan of Merger dated May 9, 2026. On July 14, 2026, Emma Merger Sub merged with and into Emerald, making Emerald a wholly-owned subsidiary of Emma Buyer LLC, and causing the equity cancellations.
AI-generated analysis. How Rhea-AI works. Not financial advice.
