CLARIZIO LYNDA M 4

What Happened
Lynda M. Clarizio, a director of Emerald Holding, Inc. (EEX), had 137,708 shares disposed of to the issuer on July 14, 2026 in connection with a merger. The shares were cancelled and converted into cash consideration of $5.03 per share, for an aggregate payment of approximately $692,671.24. The Form 4 shows the transaction price as N/A because the shares were converted under the merger agreement rather than sold on the open market.

Key Details

• Transaction date: July 14, 2026 (Effective Date of the merger).
• Consideration: $5.03 per share; total ≈ $692,671.24.
• Shares disposed: 137,708 (includes 23,255 RSUs that automatically vested and were converted to cash).
• Filing: Reported on 2026-07-14; no late filing indicated in the report.
• Relevant footnotes: (F1) Merger Agreement effective July 14, 2026; (F2) shares cancelled and converted into $5.03 cash per share; (F3) 23,255 time‑based RSUs vesting accelerated and converted to cash.
• Shares owned after transaction: Not specified in the filing.

Context
This was not an open-market sale by the insider but a cash-out of equity due to Emerald’s merger into a buyer (Merger Sub merged into the issuer and Emerald became a wholly-owned subsidiary). Such conversions are routine merger mechanics and do not necessarily indicate the insider’s voluntary trading intent or view on the company’s prospects.