Emerald (EEX) CFO David B. Doft Disposes 2.43M Shares in Merger

What Happened

• David B. Doft, Chief Financial Officer of Emerald Holding, Inc. (EEX), reported dispositions to the issuer on July 14, 2026 in connection with the company’s merger. A total of 2,431,500 shares were converted: 154,384 common shares and 2,277,116 derivative shares (RSUs/options).
• Under the merger agreement, all shares were cancelled and converted into the right to receive $5.03 per share in cash. The cash value of the conversion is approximately $12,230,445 (154,384 × $5.03 = $776,551.52; 2,277,116 × $5.03 = $11,453,893.48).
• This was a corporate-action disposition tied to the merger (not an open-market sale) — a routine outcome of the Merger Agreement rather than a voluntary sell decision by the insider.

Key Details

• Transaction date: 2026-07-14. Transaction code: D (Disposition to issuer). Form reports price as N/A because conversion was pursuant to the merger; effective cash consideration is $5.03 per share.
• Shares disposed/converted: 154,384 common shares; 2,277,116 derivative securities (total 2,431,500).
• Cash received (approx): $12.23 million total.
• Footnotes of note:
  • F1: Merger effective July 14, 2026 (Merger Sub merged into Issuer; Issuer became wholly owned by buyer).
  • F2: Shares cancelled and converted into right to receive $5.03/share cash.
  • F3: 139,028 RSUs included in the derivative amount automatically vested and converted to cash.
  • F4: Stock options with exercise price < $5.03 vested and converted into cash equal to (Merger Consideration − exercise price) × shares; options with exercise price ≥ $5.03 were cancelled for no consideration.
• Shares owned after the transaction: not specified in the provided filing details.
• Filing timeliness: report filed 2026-07-14 for transactions effective 2026-07-14 (appears timely).

Context

• This disposition stems from an M&A conversion (cash-out at the deal price). For derivative items: RSUs vested and were cashed out; in-the-money options were cashed out per the merger formula and out-of-the-money options were cancelled. These filings reflect transaction mechanics of the merger rather than an independent decision to sell shares on the open market.