Emerald Holding director cashes out in merger

Emerald Holding, Inc. director Michael Alicea reported a disposition to the issuer of 145,109 shares of Common Stock on July 14, 2026.

Rhea-AI Filing Summary

Emerald Holding, Inc. director Michael Alicea reported a disposition to the issuer of 145,109 shares of Common Stock on July 14, 2026. The transaction occurred in connection with a merger where Emma Merger Sub, Inc. combined with Emerald Holding, which became a wholly-owned subsidiary of Emma Buyer, LLC.

All shares, including 23,255 restricted stock units, were cancelled and converted into the right to receive $5.03 in cash per share, subject to the Merger Agreement. Following this cash-out transaction, Alicea reported holding 0 shares directly.

Insider Trade Summary

Disposition: 145,109 shares

Disposition 1 txn

Insider Alicea Michael

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2, F3	145,109	--	--

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

Shares disposed: 145,109 shares of Common Stock Merger Consideration: $5.03 in cash per share Restricted stock units: 23,255 RSUs +3 more

6 metrics

Shares disposed 145,109 shares of Common Stock Shares cancelled and converted to cash in merger on July 14, 2026

Merger Consideration $5.03 in cash per share Cash paid per share upon cancellation under the Merger Agreement

Restricted stock units 23,255 RSUs RSUs became fully vested, then cancelled and cashed out at the Merger Consideration

Post-transaction holdings 0 shares Direct ownership reported by Michael Alicea after the merger-related disposition

Merger Agreement date May 9, 2026 Date of the Agreement and Plan of Merger among Emerald, Parent, and Merger Sub

Merger Effective Date July 14, 2026 Date Merger Sub merged into Emerald Holding and the company became a wholly-owned subsidiary

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock units ("RSUs"), time-based vesting requirements, +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 23,255 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.

time-based vesting requirements financial

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

Time-based vesting requirements are rules that grant an employee the right to stock, options or other equity only after they work for the company for a set period or reach specific time checkpoints, like earning a reward after paying installments. For investors this matters because it spreads out when new shares can be claimed and sold, affecting future dilution, employee retention, and the timing of potential selling pressure on the stock.

wholly-owned subsidiary regulatory

"with 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

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

What insider transaction did Emerald Holding (EEX) director Michael Alicea report?

Director Michael Alicea reported a disposition to Emerald Holding of 145,109 Common Stock shares on July 14, 2026. The shares were cancelled and converted into cash as part of a merger, rather than sold in open-market trading.

At what price were Emerald Holding (EEX) shares cashed out for Michael Alicea?

Alicea’s shares were converted into the right to receive $5.03 in cash per share. This cash payment, called the Merger Consideration, was provided under the terms and conditions of the Merger Agreement related to Emerald Holding’s acquisition.

How many Emerald Holding (EEX) shares did Michael Alicea own after the merger transaction?

After the merger-related disposition, Michael Alicea reported owning 0 shares of Emerald Holding Common Stock directly. His prior holdings were fully cancelled and exchanged for the cash Merger Consideration specified in the acquisition agreement.

What happened to Michael Alicea’s RSUs in Emerald Holding (EEX) during the merger?

Alicea’s equity included 23,255 restricted stock units (RSUs) subject to time-based vesting. At the merger’s effective time, these RSUs became fully vested, were cancelled, and converted into cash equal to shares under the RSUs × $5.03, subject to tax withholding.

What corporate event triggered Michael Alicea’s Form 4 for Emerald Holding (EEX)?

The Form 4 stems from a merger where Emma Merger Sub, Inc. merged into Emerald Holding on July 14, 2026. Emerald Holding continued as the surviving corporation and became a wholly-owned subsidiary of Emma Buyer, LLC, prompting cancellation and cash-out of shares.

When was the Merger Agreement involving Emerald Holding (EEX) signed and when did it become effective?

The Agreement and Plan of Merger was dated May 9, 2026. The merger became effective on July 14, 2026, referred to as the Effective Date, when Emerald Holding became a wholly-owned subsidiary and shareholders’ equity interests were converted into cash.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/14/2026 - 04:45 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^*

Alicea Michael

(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)		145,109(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/ Michael Alicea	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)