Emerald Holding (EEX) director exits 145,109 shares in $5.03-per-share merger
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Alicea Michael
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 145,109 | -- | -- |
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: 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
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.
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.