Apollo funds take Emerald Holding (NYSE: EEX) private at $5.03 per share

Rhea-AI Filing Summary

Emerald Holding, Inc. has been acquired by Emma Buyer, LLC, an entity owned by funds managed by affiliates of Apollo Global Management, with Merger Sub merging into Emerald so that Emerald becomes a wholly owned subsidiary. Each share of Emerald Common Stock outstanding at the Effective Time was converted into the right to receive $5.03 in cash, excluding treasury shares, shares held by Parent entities, and shares subject to properly exercised appraisal rights.

In connection with closing on July 14, 2026, Emerald terminated two Registration Rights Agreements and caused its subsidiaries to terminate all commitments under the Second Amended and Restated Credit Agreement, paying all related principal, interest and fees in full and releasing guarantees and collateral. Emerald Common Stock has been suspended from trading and delisted from the NYSE, and the company plans to deregister the shares and suspend Exchange Act reporting by submitting Forms 25 and 15. All prior directors ceased service; Paul Miller, formerly Questex’s CEO, now leads the combined Emerald–Questex business, while former CEO Hervé Sedky serves as senior advisor.

8-K Event Classification

9 items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

9 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger Consideration per share: $5.03 in cash Closing Date: July 14, 2026 Existing Credit Agreement date: January 30, 2025 +2 more

5 metrics

Merger Consideration per share $5.03 in cash Cash paid for each share of Emerald Common Stock at the Effective Time, excluding specified shares

Closing Date July 14, 2026 Date Parent completed the acquisition of Emerald and the Transaction closed

Existing Credit Agreement date January 30, 2025 Date of Second Amended and Restated Credit Agreement later terminated in connection with the Transaction

Amendment No. 1 to Credit Agreement date August 13, 2025 Date of amendment to the Existing Credit Agreement referenced in the termination

Apollo assets under management $1.03 trillion Assets under management as of March 31, 2026 for Apollo

Key Terms

Merger Consideration, Registration Rights Agreement, Form 25, Form 15, +1 more

5 terms

Merger Consideration financial

"right to receive $5.03 per share in cash (the “Merger Consideration”)"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Registration Rights Agreement regulatory

"the Company terminated its Registration Rights Agreement, dated as of July 19, 2013"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Form 25 regulatory

"file with the SEC a notification of removal from listing on Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"intends to file with the SEC a certification and notice of termination on Form 15"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

change in control regulatory

"a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

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FAQ

What are Emerald Holding (EEX) shareholders receiving in the Apollo transaction?

Emerald stockholders are entitled to receive $5.03 in cash per share of Emerald Common Stock outstanding at the Effective Time, excluding treasury shares, shares already held by Apollo’s acquisition entities, and shares for which appraisal rights were properly exercised and not withdrawn under Delaware law.

What happened to Emerald Holding (EEX) stock on the New York Stock Exchange?

Trading in Emerald Common Stock on the NYSE was suspended before the July 14, 2026 open, and Emerald requested that the NYSE file Form 25 to remove the listing and deregister the shares under Section 12(b), so EEX is no longer listed on the NYSE.

Will Emerald Holding (EEX) continue filing periodic reports with the SEC?

Emerald plans to terminate SEC registration and suspend reporting by filing a certification and notice of termination on Form 15, seeking to end its obligations to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

How did the Apollo acquisition affect Emerald Holding’s (EEX) debt arrangements?

At closing, Emerald caused its subsidiaries to terminate all commitments under the Second Amended and Restated Credit Agreement, paying all outstanding principal, interest and fees in full. All guarantees and collateral security arrangements related to that agreement were also terminated and released in connection with the transaction.

What governance and leadership changes occurred at Emerald Holding (EEX) after closing?

At the Effective Time, all members of Emerald’s board ceased serving as directors. Paul Miller, previously Questex’s CEO, became CEO of the combined company, while Emerald’s former President and CEO, Hervé Sedky, transitioned into a senior advisor role to the combined Emerald–Questex business.

How are Emerald Holding (EEX) and Questex being combined under Apollo funds?

Apollo-managed funds completed acquisitions of both Emerald and Questex and plan to fully integrate the two businesses over the coming months, creating a larger B2B experiential events and media platform with expanded scale and capabilities under the leadership of CEO Paul Miller.

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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): July 14, 2026

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

Not applicable

(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. ☐

Introductory Note

As previously announced, on May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “Company” or “Emerald”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Emma Buyer, LLC, a Delaware limited liability company (“Parent”), and Emma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”).

On July 14, 2026 (the “Closing Date”), Parent completed the acquisition (such acquisition, the “Transaction”) of Emerald. Pursuant to and subject to the terms of the Merger Agreement, Merger Sub merged with and into Emerald, with Emerald surviving the merger and becoming a wholly-owned subsidiary of Parent.

The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on May 11, 2026 and is incorporated by reference herein.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the consummation of the Transaction, on July 14, 2026, the Company terminated its (i) Registration Rights Agreement, dated as of July 19, 2013, by and among the Company, Onex Partners III LP, a Delaware limited partnership, Onex Partners III GP LP, a Delaware limited partnership, Onex Partners III PV LP, a Delaware limited partnership, Onex Partners III Select LP, a Delaware limited partnership, Onex US Principals LP, a Delaware limited partnership, and the other stockholders party thereto, and (ii) Registration Rights Agreement, dated as of June 29, 2020, by and among the Company, OPV Gem Aggregator LP, a Delaware limited partnership, and the other stockholders party thereto.

In connection with the consummation of the Transaction, on the Closing Date, the Company caused its subsidiaries to terminate all outstanding commitments under the Second Amended and Restated Credit Agreement, dated as of January 30, 2025 (as amended by Amendment No. 1 to Credit Agreement, dated as of August 13, 2025, the “Existing Credit Agreement”), among, inter alios, Expo Event Midco, Inc., a Delaware corporation, Emerald X, Inc., a Delaware corporation, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. In connection with the termination of the Existing Credit Agreement, all outstanding obligations for principal, interest and fees under the Existing Credit Agreement were paid off in full and all guarantees and collateral security arrangements in respect of any obligations under the Existing Credit Agreement were terminated and released.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.

Each share of common stock, par value $0.01 per share, of Emerald (each, a share of “Emerald Common Stock”) issued and outstanding immediately prior to the effective time of the Transaction (the “Effective Time”), other than shares of Emerald Common Stock (i) held by Emerald as treasury stock or owned by Parent or Merger Sub (which were cancelled) or any wholly owned subsidiary of Emerald and Parent (other than Merger Sub), or (ii) as to which appraisal rights were properly exercised in accordance with Delaware law (and not validly withdrawn), were cancelled and converted into the right to receive, $5.03 per share of Emerald Common Stock in cash (the “Merger Consideration”), without interest.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.

On July 14, 2026, Emerald notified the New York Stock Exchange (“NYSE”) of the consummation of the Transaction and requested that the NYSE suspend Emerald Common Stock and file with the SEC a notification of removal from listing on Form 25 in order to effect the delisting of Emerald Common Stock from the NYSE and to apply for the deregistration of Emerald Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Emerald Common Stock is no longer listed on the NYSE. Trading of Emerald Common Stock on the NYSE was suspended prior to the opening of trading on July 14, 2026. In addition, Emerald intends to file with the SEC a certification and notice of termination on Form 15 requesting the termination of registration of Emerald Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

In connection with the consummation of the Transaction, at the Effective Time, holders of Emerald Common Stock (other than Emerald Common Stock (i) held by Emerald as treasury stock or owned by Parent or Merger Sub (which were cancelled) or any wholly owned subsidiary of Emerald and Parent (other than Merger Sub), or (ii) as to which appraisal rights were properly exercised in accordance with Delaware law), and Company Equity Awards ceased to have any rights in connection with their holding of such securities (other than the right to receive their applicable amount of the Merger Consideration).

Item 5.01. Change in Control of Registrant.

The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01.

As a result of the consummation of the Transaction, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02.

Pursuant to the Merger Agreement, at the Effective Time, each of the members of the Company’s board of directors as of immediately prior to the Effective Time ceased his or her respective service as a director of the Company. Effective upon the closing of the Transaction, the Company’s President and Chief Executive Officer, Hervé Sedky, will transition from his current role to serve as a senior advisor to the combined company of Emerald and Questex, LLC (“Questex”) and Paul Miller, current Chief Executive Officer of Questex, will lead the combined company as Chief Executive Officer.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, each of the certificate of incorporation and the bylaws of the Company as in effect immediately prior to the Effective Time was amended and restated in its entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 8.01. Other Events.

On July 14, 2026, the Company issued a press release announcing the completion of the Transaction. The full text of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of May 9, 2026, by and among Emerald Holding, Inc., Emma Buyer, LLC and Emma Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 11, 2026).
3.1		Third Amended and Restated Certificate of Incorporation of Emerald Holding, Inc.
3.2		Fourth Amended and Restated Bylaws of Emerald Holding, Inc.
99.1		Press Release of Emerald Holding, Inc., dated July 14, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.

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.
July 14, 2026				By:		/s/ Sara Altschul
				Name:		Sara Altschul
				Title:		General Counsel and Corporate Secretary

Exhibit 99.1

Apollo Funds Complete Acquisitions of Emerald and Questex, Creating a Scaled, B2B Experiential

Events and Media Platform Positioned to Drive Sustained, Long-Term Growth

Announces Additional Executive Leadership Team Appointments

NEW YORK, July 14, 2026 – Apollo (NYSE: APO) today announced that Apollo-managed funds (the “Apollo Funds”) have completed the acquisitions of Emerald Holding, Inc. (NYSE: EEX) (“Emerald”) and Questex, LLC (“Questex”). The transaction brings together two highly complementary businesses to create a leading B2B experiential events and media platform with enhanced scale, expanded capabilities, and a strong foundation for growth.

As previously announced, Paul Miller has assumed the role of Chief Executive Officer of the combined company, and Hervé Sedky has transitioned to the role of senior advisor to the combined company. In addition, the combined company has made the following appointments to the executive leadership team:

• Vince DiMaggio, named as Chief Financial Officer;

• Issa Jouaneh, named as Chief Operating Officer;

• Kate Spellman, named as Chief Commercial Officer;

• Kurt Nelson, named as Chief Talent Officer; and

• Sara Altschul, named as Chief Legal Officer and Company Secretary.

The two companies will be fully integrated over the coming months.

“This transaction combines two market leaders with iconic brands, deep customer relationships, and differentiated capabilities, to create a scaled platform positioned to accelerate organic growth, invest in innovation, and deliver even greater value for customers, employees and other stakeholders,” said Shahid Bosan, Managing Director at Apollo. “We look forward to supporting and working closely with the leadership team as they build a leading B2B events and media business.”

“Today marks an exciting milestone as we embark on a new chapter as one company,” said Mr. Miller. “By bringing together the best of Emerald and Questex, we are creating a stronger, differentiated platform with the scale, offerings, and talent to better serve our customers and partners. With Apollo’s support and a strong leadership team in place, we are well-positioned to execute against our strategy, expand our portfolio, and capitalize on the significant opportunities ahead.”

With the completion of the acquisition, Emerald’s common stock has ceased trading and will no longer be listed on the New York Stock Exchange. Emerald stockholders are receiving $5.03 per share in cash.

Advisors

Goldman Sachs & Co. LLC acted as the exclusive financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to Emerald. Gibson, Dunn & Crutcher LLP acted as legal counsel to Questex. RBC Capital Markets and RAN Advisory acted as lead financial advisors and PJT Partners acted as financial advisor to the Apollo Funds. Akin Gump Strauss Hauer & Feld LLP acted as legal counsel to the Apollo Funds.

About Apollo

Apollo is a high-growth, global alternative asset manager. In our asset management business, we seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade credit to private equity. For more than three decades, our investing expertise across our fully integrated platform has served the financial return needs of our clients and provided businesses with innovative capital solutions for growth. Through Athene, our retirement services business, we specialize in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Our patient, creative, and knowledgeable approach to investing aligns our clients, businesses we invest in, our employees, and the communities we impact, to expand opportunity and achieve positive outcomes. As of March 31, 2026, Apollo had approximately $1.03 trillion of assets under management. To learn more, please visit www.apollo.com.

About Emerald

Emerald Holding, Inc. is a leading U.S.-based B2B event organizer, empowering businesses year-round by expanding meaningful connections, developing influential content, and delivering powerful commerce-driven solutions. As the owner and operator of a curated portfolio of B2B events spanning trade shows, conferences, B2C showcases and a scaled Executive Peer Network platform. Emerald also delivers dynamic solutions across leading industries through its robust content and e-commerce marketplace. Emerald is a trusted partner for its thousands of customers, predominantly small and medium-sized businesses, playing a pivotal role in driving ongoing commerce through streamlined buying, selling, and networking opportunities. Powered by an experienced, talented and deeply engaged team, Emerald is fostering impactful engagement and delivering unparalleled market access with a commitment to driving business growth 365 days a year. For more: http://www.emeraldx.com.

About Questex

Questex fuels exceptional business connections—where every buyer and seller interaction matters. Through live events enriched with data insights and active year-round digital communities, we deliver measurable results. It happens here.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking information may be identified by such terms as “believes”, “expects”, “will”, “may”, and other similar expressions. These statements are based on the current expectations 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, including, but not limited to, economic, competitive, governmental and other factors outside of Emerald’s control that may cause its business, industry, strategy, and financing activities to differ materially. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Emerald’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings for a discussion of factors that may affect Emerald’s business performance. Emerald undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise

Contacts

For Emerald

Erica Bartsch

EVP, Strategy & Communications

Erica.Bartsch@Emeraldx.com

For Questex

Kate Spellman

Chief Commercial Officer

kspellman@questex.com

For Apollo

Noah Gunn

Global Head of Investor Relations

(212) 822-0540

IR@apollo.com

Joanna Rose

Global Head of Corporate Communications

(212) 822-0491

Communications@apollo.com

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 14.0 KB

Other Documents

• EX-3.1 EX-3.1 13.1 KB
• EX-3.2 EX-3.2 91.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.5 KB