Jouaneh Issa 4
4 · Emerald Holding, Inc. · Filed Jul 14, 2026
Research Summary
AI-generated summary of this filing
Emerald Holding (EEX) President Jouaneh Issa Sells Shares in Merger
What Happened
Jouaneh Issa, President of Emerald Holding (Connections Group), had 1,006,875 shares and derivative awards cancelled and converted into cash in connection with the company’s merger effective July 14, 2026. The shares/options were cancelled and converted pursuant to the merger agreement for $5.03 per share, resulting in aggregate consideration of approximately $5,064,581.25. This filing reports dispositions to the issuer (cancellations) rather than open-market sales.
Key Details
- Transaction date: July 14, 2026 (Effective Date of the Merger).
- Consideration: $5.03 per share (cash), total ≈ $5,064,581.25.
- Items reported:
- 181,875 common shares cancelled (includes 171,875 RSUs that became vested and were cashed out).
- 600,000; 75,000; and 150,000 derivative/share-option amounts cancelled and converted to cash under the Merger Agreement.
- Footnotes of note:
- F1: Merger with Emma Buyer, LLC / Merger Sub effective July 14, 2026.
- F2–F4: Shares/RSUs/options were cancelled and converted to cash per merger terms; options with exercise price < $5.03 were cashed for the spread, options ≥ $5.03 were cancelled for no consideration.
- Shares owned after transaction: not stated in the filing.
- Filing timeliness: filing date equals effective date; no late filing noted.
Context
These transactions reflect corporate action from the merger (cancellations/conversions to merger consideration), not open-market insider selling. For derivative awards: RSUs automatically vested and were converted to cash; certain stock options were cashed out for the difference between $5.03 and their exercise price (if below $5.03). This is procedural result of the merger rather than a voluntary sale indicating personal trading intent.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-07-14−181,875→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-07-14−600,000→ 0 totalExercise: $4.13→ Common Stock (600,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-07-14−75,000→ 0 totalExercise: $3.70→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-07-14−150,000→ 0 totalExercise: $3.81→ Common Stock (150,000 underlying)
Footnotes (4)
- [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.
- [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").
- [F3]Includes 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.
- [F4]Pursuant 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.