[8-K] Emerald Holding, Inc. Reports Material Event

Rhea-AI Filing Summary

Emerald Holding, through its wholly owned subsidiary 17208227 Canada Inc., acquired all outstanding share capital of the Generis Group (Generis Global Partners Corp. and Generis Global Partners Europe GmbH). The purchase price consideration disclosed was approximately $60.0 million plus future contingent payments tied to business performance. A press release describing the transaction is attached as Exhibit 99.1.

The report also includes a standard cautionary note on forward-looking statements, identifying topics such as guidance on estimated revenues and Adjusted EBITDA, dividend intentions, acquisition integration and international expansion, and the impact of economic conditions or natural disasters. The filing does not present pro forma financial statements or detailed financial disclosures about the expected financial impact of the acquisition.

Positive

• Completed acquisition of all outstanding share capital of Generis Group, showing execution of strategic M&A activity.
• Structured consideration includes contingent payments tied to business performance, aligning incentives with future results.
• Press release attached (Exhibit 99.1), providing public disclosure of the transaction.

Negative

• No pro forma financial statements or detailed financial disclosures included in the report, limiting ability to assess financial impact.
• Contingent payments create potential future obligations that are not quantified in the filing.
• Financing and integration details (sources of funds, expected synergies, timing) are not disclosed in this current report.

Insights

M&A Specialist

TL;DR: Emerald completed a full acquisition of Generis Group for ~ $60.0M plus contingent consideration; material but details on financing and synergies are absent.

The transaction represents a definitive purchase of all outstanding share capital of the Generis Group by Emerald's Canadian subsidiary for approximately $60.0 million plus contingent payments. From an M&A perspective, the structure (upfront cash plus performance-based contingent consideration) aligns seller incentives with future performance. The filing furnishes a press release but does not include financial statements, pro forma results, or disclosures on how the acquisition was financed, which limits assessment of near-term balance sheet and liquidity impacts. The lack of quantified synergies or integration plan in this report leaves the net benefit to shareholders indeterminate.

Corporate Finance Analyst

TL;DR: Deal size (~$60M) is material; contingent payments create future obligations and the filing lacks financial detail needed to assess earnings impact.

Financially, the announced consideration of approximately $60.0 million plus contingent payments is significant and creates potential future cash obligations tied to performance. The current report attaches only a press release (Exhibit 99.1) and does not provide pro forma financial statements, expected revenue or EBITDA contributions, or funding details. Without disclosures on purchase accounting, goodwill, or purchase price allocation, investors cannot measure expected dilution, leverage changes, or short-term earnings impact from this filing alone.

0001579214false00015792142025-08-082025-08-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 08, 2025

Emerald Holding, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-38076	42-1775077
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
100 Broadway, 14th Floor
New York, New York				10005
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 226-5700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		EEX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On August 8, 2025, Emerald Holding, Inc. (the “Company”) through its wholly-owned subsidiary, 17208227 Canada Inc. (“Emerald Canada”), entered into a share purchase agreement with Generis Global Partners Corp. (“Generis Global”), its shareholders and Generis Global Partners Europe GmbH (“Generis Europe” and together with Generis Global, the “Generis Group”), pursuant to which Emerald Canada acquired all of the outstanding share capital of the Generis Group. The purchase price consideration of the transaction was approximately $60.0 million plus future contingent payments based on business performance.

A copy of the press release is attached to this report as Exhibit 99.1. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1 104	Press Release of the Company. Cover Page Interactive Data File (embedded within the inline XBRL document)

Cautionary Note Regarding Forward-Looking Statements

The information set forth and incorporated by reference in this Current Report on Form 8-K contains certain forward-looking statements regarding the Company and its subsidiaries, including, without limitation, statements regarding our ability to return our business to pre-COVID levels; general economic conditions, or more specifically about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance; the multiple avenues to return to organic growth; expectations regarding interest rates and economic conditions, among others; our guidance with respect to estimated revenues and Adjusted EBITDA; our ability or inability to obtain insurance coverage relating to event cancellations or interruptions; our intention to continue to pay regular quarterly dividends; our ability to successfully identify and acquire acquisition targets; our expectations arising from the ongoing impact of natural disasters, or outbreaks of contagious disease or the potential for infection (including COVID-19) on our business; how we integrate and grow acquired businesses; and how we expand our international operations, among others. In particular, the declaration, timing and amount of any future dividends will be subject to the discretion and approval of the Company’s Board of Directors, and will depend on a number of factors. The forward-looking statements contained or incorporated by reference herein are based on management’s current expectations as well as estimates and assumptions prepared by management as of the date hereof, and although they are believed to be reasonable, they are inherently uncertain and not guaranteed. These statements involve risks and uncertainties outside of the Company’s control that may cause actual results, performance, or achievements to differ materially, and there can be no assurance that the projected results and forward-looking statements included or incorporated by reference herein will prove to be accurate. In addition, even if the Company’s results of operations, financial condition and liquidity, and events in the industry in which it operates, are consistent with the forward-looking statements contained or incorporated by reference herein, they may not be predictive of results or developments in future periods. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Forward looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe, “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” or “would” or similar expressions and the negatives of those terms. For factors that could cause actual results to differ materially from the forward-looking statements included or incorporated by reference herein, please see the risks and uncertainties identified under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed annual report on Form 10-K for the year ended December 31, 2024, which is available on the Company’s Investor Relations website at investor.emeraldx.com and on the SEC’s EDGAR website at www.sec.gov. The Company disclaims any obligation to update or revise any of the forward-looking statements contained or incorporated by reference herein, whether as a result of new information, future events or otherwise. Past results are not indicative of future performance.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			EMERALD HOLDING, INC.
Date:	August 12, 2025	By:	/s/ David Doft
			David Doft Chief Financial Officer

FAQ

What did Emerald Holding (EEX) announce in the Form 8-K?

Emerald, through subsidiary 17208227 Canada Inc., acquired all outstanding share capital of the Generis Group for approximately $60.0 million plus future contingent payments; a press release is attached as Exhibit 99.1.

When was the Generis Group acquisition reported?

The transaction was reported in the current report with the event described as occurring on August 8, 2025.

How much did Emerald pay for Generis Group and are there additional payments?

The disclosed purchase price consideration was approximately $60.0 million plus future contingent payments based on business performance.

Does the 8-K include financial statements or pro forma results for the acquisition?

No; the Item 9 exhibits list only the press release (Exhibit 99.1). The report does not include pro forma financial statements or detailed financial disclosures about the transaction.

Are the disclosures in the filing considered 'filed' with the SEC?

The company states that the information furnished under Item 7.01, including Exhibit 99.1, shall not be deemed 'filed' for purposes of Section 18 of the Exchange Act and is furnished rather than filed.

What forward-looking topics did Emerald caution investors about?

The filing includes forward-looking statements covering topics such as revenue and Adjusted EBITDA guidance, ability to return to pre-COVID levels, dividend intentions, acquisition integration, international expansion, and effects of economic conditions or natural disasters.