SEC Form 4 · accession 0001579214-26-000048
Emerald Holding, Inc. · EEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Issa Jouaneh
Officer — President, Connections Group
Period of report
Jul 14, 2026
Accepted (ET)
Jul 14, 2026 · 5:10 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001579214
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F1 | Jul 14, 2026 | D | 181,875 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $4.13 | Jul 14, 2026 | D | 600,000 | D | — | — | Common Stock | 600,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $3.70 | Jul 14, 2026 | D | 75,000 | D | — | — | Common Stock | 75,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $3.81 | Jul 14, 2026 | D | 150,000 | D | — | — | Common Stock | 150,000 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2In 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").
- F3Includes 171,875 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.
- F4Pursuant 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.