Emerald Holding director shares cancelled at $5.03

Emerald Holding, Inc. director Lisa Klinger reported a disposition of 130,169 shares of common stock on July 14, 2026.

Rhea-AI Filing Summary

Emerald Holding, Inc. director Lisa Klinger reported a disposition of 130,169 shares of common stock on July 14, 2026. In connection with the closing of a merger, these shares were cancelled and converted into the right to receive $5.03 in cash per share, leaving her with 0 shares owned. An additional 23,255 restricted stock units became fully vested at the merger’s effective time and were also cancelled and converted into a cash payment based on the same $5.03-per-share Merger Consideration.

Insider Trade Summary

Disposition: 130,169 shares

Disposition 1 txn

Insider Klinger Lisa

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2, F3	130,169	--	--

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 cancelled: 130,169 shares Merger Consideration per share: $5.03 per share Shares owned after transaction: 0 shares +1 more

4 metrics

Common shares cancelled 130,169 shares Disposition to issuer in merger on July 14, 2026

Merger Consideration per share $5.03 per share Cash received for each cancelled share of common stock

Shares owned after transaction 0 shares Post-merger holdings of director Lisa Klinger

RSUs vested and cancelled 23,255 RSUs Time-based RSUs that fully vested and converted into cash at $5.03 per share

Key Terms

Agreement and Plan of Merger, restricted stock units, time-based vesting, Merger Consideration

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 financial

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

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.

time-based vesting financial

"restricted stock units ("RSUs") subject to time-based vesting requirements"

Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.

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.

FAQ

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

What insider transaction did Emerald Holding (EEX) report for director Lisa Klinger?

Director Lisa Klinger disposed of 130,169 shares of Emerald Holding common stock. The shares were cancelled in a merger and converted into the right to receive $5.03 in cash per share, after which she held no shares of common stock.

How much cash per share did Emerald Holding (EEX) pay in the merger for Lisa Klinger's stock?

Each cancelled share entitled Lisa Klinger to receive $5.03 in cash, without interest. This amount, defined as the Merger Consideration, applied to both her common shares and the shares underlying her time-based restricted stock units in connection with the merger.

What happened to Lisa Klinger's restricted stock units in Emerald Holding (EEX)?

Lisa Klinger held 23,255 restricted stock units (RSUs) subject to time-based vesting. At the merger’s effective time, these RSUs automatically became fully vested, were cancelled, and converted into a cash payment equal to the RSUs’ share count multiplied by the $5.03 Merger Consideration.

Does Lisa Klinger still own Emerald Holding (EEX) common stock after the reported transaction?

Following the merger-related disposition, Lisa Klinger reported ownership of 0 shares of Emerald Holding common stock. Her previously held shares were cancelled and converted into a right to receive $5.03 per share in cash under the merger agreement terms.

What merger structure affected Lisa Klinger's holdings in Emerald Holding (EEX)?

Emerald Holding entered a Merger Agreement where a subsidiary, Emma Merger Sub, merged into the company, making it a wholly owned subsidiary of Emma Buyer, LLC. In this merger, Lisa Klinger’s common shares and 23,255 RSUs were cancelled for cash at $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 - 04:53 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^*

Klinger Lisa

(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)		130,169(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/ Lisa Klinger	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)