Welcome to our dedicated page for Emerald Holding SEC filings (Ticker: EEX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Emerald Holding, Inc. filings document the regulatory record for a public B2B event organizer with common stock listed on the New York Stock Exchange under EEX. Its Form 8-K reports furnish operating results, financial presentations, Regulation FD disclosures, acquisition updates and capital-structure matters tied to subsidiaries and credit arrangements.
Proxy materials describe annual meeting voting, board governance, executive compensation and equity-award disclosures. Other filings cover material definitive agreements, obligations under senior secured credit facilities, shareholder voting matters, exhibits to press releases, and risk-factor language related to event operations, acquisitions, insurance coverage, dividends and broader market conditions.
Emerald Holding, Inc. has agreed to be acquired in a cash merger by an affiliate of Apollo Global Management for $5.03 per share, with Emerald to become a wholly owned subsidiary of the buyer upon closing. The Company Board unanimously approved the Agreement and recommended adoption.
The Majority Stockholders holding approximately 184,520,200 shares (≈93% voting power) delivered written consent, so no stockholder vote is required to effect the transaction. As of the record date, 197,909,463 shares were outstanding. Affiliates of Apollo committed $760,000,000 of equity financing and debt commitment parties agreed to provide multiple debt facilities; the HSR waiting period was terminated early on June 11, 2026. Eligible holders (other than Majority Stockholders) may pursue appraisal rights under Section 262 of the DGCL by following the procedures and deadlines set forth in the Information Statement.
Emerald Holding, Inc. entered into an Agreement and Plan of Merger with affiliates of Apollo Global Management under which each outstanding share of Common Stock will be converted into the right to receive $5.03 per share in cash at the Effective Time. The Majority Stockholders, holding 184,520,200 shares (approximately 93% of voting power), delivered a written consent, so no further stockholder vote is required. Subject to statutory appraisal rights under Delaware law, holders (other than the Majority Stockholders and Excluded Shares) may seek judicial determination of fair value instead of the $5.03 per-share cash Merger Consideration. The transaction contemplates committed equity of $760,000,000, debt financing commitments, customary closing conditions and regulatory reviews, including HSR and Moroccan competition review.
Emerald Holding, Inc. reported the results of its Annual Meeting of Stockholders held on May 21, 2026. Stockholders voted on director elections, auditor ratification, and advisory executive compensation matters.
Michael Alicea, David Levin and Emmanuelle Skala were re-elected as Class III directors, each receiving over 186 million votes in favor, to serve until the 2029 Annual Meeting or until their successors are elected and qualified. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 194,198,308 votes for and minimal opposition.
In a non-binding advisory vote, compensation of the named executive officers was approved with 189,521,520 votes for and 437,532 against. In the advisory vote on the frequency of future say-on-pay votes, stockholders expressed a preference for holding the vote every three years, with 184,796,707 votes for a three-year frequency versus 5,154,137 votes for one year. As of the March 27, 2026 record date, there were 197,909,233 shares outstanding, and approximately 194,222,722 shares were represented at the meeting, constituting a quorum.
Emerald Holding, Inc. stockholders are informed that funds managed by Onex and related entities have amended their Schedule 13D after the company signed a merger agreement with Emma Buyer, LLC, an entity owned by affiliates of Apollo Global Management. Onex Corporation and related reporting persons beneficially own 184,049,617 shares of common stock, representing 93.00% of the class, based on 197,909,233 shares outstanding as of March 27, 2026. The board of directors unanimously approved the merger agreement and recommended its adoption. On May 9, 2026, the reporting persons, holding over 90% of the voting power, adopted the merger agreement and approved the merger by written consent. The filing also notes that, effective May 11, 2026, Gerald W. Schwartz is no longer deemed to share beneficial ownership of Onex Corporation’s holdings and is reported to beneficially own approximately 0.2% of the common stock through an indirect interest in Onex Advisor Subco III LLC.
Emerald Holding, Inc. reported Q1 2026 revenue of $155.4 million, up from $147.7 million, driven mainly by its Connections events business. Net income declined to $7.2 million from $15.3 million, largely due to higher selling, general and administrative costs, including a $17.9 million remeasurement of contingent consideration.
Adjusted EBITDA was stable at $52.7 million versus $53.6 million a year earlier, while net cash provided by operating activities more than doubled to $28.7 million. The company ended the quarter with $121.1 million in cash and a term loan balance of $502.7 million.
Emerald’s Board declared quarterly dividends of $0.015 per share for both Q1 and Q2 2026 and maintained an authorized share repurchase program. After quarter-end, Emerald agreed to be acquired by a buyer backed by Apollo affiliates for $5.03 per share in cash, subject to regulatory and other customary closing conditions, after which its stock is expected to be delisted.
Emerald Holding, Inc. agreed to be acquired by Apollo-managed funds in an all-cash merger, under which stockholders will receive $5.03 per share. This price reflects a 42.1% premium to Emerald’s unaffected share price and implies an estimated enterprise value of about $1.5 billion.
The merger will be effected through a newly formed Apollo-owned parent, with Emerald becoming a wholly owned private subsidiary and its shares delisted from the NYSE. Onex-affiliated holders controlling over 90% of the voting power have already approved the deal by written consent, so no further stockholder vote is required.
The agreement includes reciprocal termination fees of $84,000,000 under specified conditions, and Apollo has arranged an equity commitment of $760,000,000 plus committed debt facilities totaling more than $1.2 billion to fund the merger, repay Emerald’s debt and cover fees. Closing is targeted for the second half of 2026, subject to antitrust and other customary approvals. Separately, Emerald’s board declared a quarterly dividend of $0.015 per share, payable on June 1, 2026 to holders of record on May 21, 2026.
Emerald Holding, Inc. is asking stockholders to vote at its 2026 virtual Annual Meeting on May 21, 2026. Proposals include re-electing three Class III directors until 2029, ratifying PricewaterhouseCoopers LLP as auditor for 2026, and two non-binding advisory votes on executive compensation and its future voting frequency.
Stockholders of record at the close of business on March 27, 2026, holding 197,909,233 common shares in total, may vote online, by phone, mail or during the live webcast. The Board recommends voting for all director nominees, for the auditor ratification, for the say-on-pay resolution, and for holding say-on-pay votes every three years.
Emerald Holding, Inc. is a leading U.S.-based B2B event organizer with growing international operations, built around three business lines: Connections (trade shows and events), Content (B2B media) and Commerce (Elastic SaaS e‑commerce platform). In 2025, Emerald expanded via acquisitions of Insurtech Insights, This is Beyond and the Generis Group, while pruning 26 smaller or unprofitable events to improve its portfolio mix.
The company converted all redeemable convertible preferred stock into common shares in 2024, and as of December 31, 2025, Onex beneficially owned 184,520,200 shares, or about 93.3% of outstanding common stock. Emerald employed 821 full‑time staff, emphasizes skills‑based hiring and development programs, and has pledged to cut greenhouse gas emissions 50% by 2030 on a path to net zero by 2050.
Key risks include economic and travel disruptions that reduce event attendance, competition from digital marketing, event cancellations with limited insurance coverage for communicable diseases, concentration in a handful of major shows, significant leverage under its senior secured credit facilities, cybersecurity threats, evolving data‑privacy rules and regulatory complexity related to its cannabis‑focused MJBiz business.
Emerald Holding, Inc. reported strong growth for 2025 but swung to a loss. Full-year revenue rose 16.2% to $463.4 million, while Adjusted EBITDA increased 25.0% to $127.1 million. Net loss was $30.7 million, largely driven by acquisition-related contingent consideration and other non-recurring costs.
Organic Revenues grew 1.1% to $397.0 million, with Connections up 2.2% and All Other down 7.8%. For 2026, Emerald guides to $490–$495 million of revenue and $137.5–$142.5 million of Adjusted EBITDA, implying continued margin expansion.
The company generated full-year Free Cash Flow of $34.3 million and ended 2025 with $100.9 million of cash and net debt of $411.6 million (net debt / EBITDA of 2.86x). Emerald repurchased 4.1 million shares for $17.5 million in 2025 and has $24.6 million remaining under its buyback authorization. The board declared a quarterly dividend of $0.015 per share and is reviewing potential strategic options following acquisition inquiries.